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Home My WebLink AboutC19-374 Pitkin County Letter Agreement Date: September 30, 2019 Eagle County Government 500 Broadway Eagle, Colorado 81631 VIA DocuSign or VIA E-Mail (if one or the other is applicable) ATTENTION: Eagle County Board of County Commissioners RE: Resolution No. 062-2018 Approving an Intergovernmental Agreement (Pitkin County BOCC Agreement No. 283-2018) between Pitkin County and Eagle County To Whom It May Concern: Terms and Extensions of the above referenced agreement dated August 7, 2018 states that the agreement may be extended for successive one-year terms upon mutual written agreement of the Parties (“Agreement”, 1. Term and Extensions, in the agreement). Pitkin County has elected to renew the agreement for a one (1) year term beginning on July 1, 2019 thru June 30, 2020. In all other respects, the Intergovernmental Agreement is in full force and effect and remains unchanged by this extension. If the renewal of this agreement is agreeable, please sign this letter in the space provided below and return it to Pitkin County Public Health, Attention Risa Turetsky, 0405 Castle Creek Road, Suite 204, Aspen, Colorado 81611. DocuSign Envelope ID: 02119C4B-9F86-441A-A581-A6BDE8F9CF0B C19-374 DocuSign Envelope ID: 02119C4B-9F86-441A-A581-A6BDE8F9CF0B INTERGOVERNMENTAL AGREEMENT Between Eagle County and Pitkin County For Tobacco Coordination Services THIS INTERGOVERNMENTAL AGREEMENT (the “Agreement”) is made this _____________________, by and between the Pitkin County, Colorado, a body corporate and politic, whose address is 530 E. Main St. Ste. 302, Aspen, CO 81611 ("Pitkin County”) and Eagle County, Colorado, a body corporate and politic, whose address is 500 Broadway, Eagle, Colorado, 81631 (“Eagle County”). RECITALS 1. Whereas, this Agreement is entered into pursuant to, inter alia,C.R.S. §§ 29-1-201,et seq.,and Article XIV, Section 18 of the Colorado Constitution; and 2. Whereas, both Pitkin County and Eagle County work to promote the health, safety and welfare of their residents of all ages; and 3. Whereas, Pitkin County is the recipient of a regional grant through the Colorado Department of Public Health and Environment for tobacco cessation work, and desires to contract with Eagle County for the performance and coordination of tobacco cessation efforts in eastern Eagle County as set forth herein; and 4. Whereas, Eagle County, through its Department of Public Health, has the time, skill and expertise to provide said tobacco coordination services to Pitkin County as set forth herein; and 5. Whereas, this Agreement shall govern the relationship between Pitkin County and Eagle County in connection with the services described herein below. AGREEMENT NOW, THEREFORE, for and in consideration of the mutual promises and agreements of the parties and other good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Term and Extensions. This Agreement shall commence upon the date first written above and subject to Section 10 below, shall continue through the 30th day of June 2019. This Agreement may be extended for successive one-year terms upon mutual written agreement of the parties. 2. Services. Eagle County agrees that it will provide tobacco coordination services on behalf of Pitkin County in compliance with all applicable laws, rules and regulations, and within required timelines, and as set forth on Exhibit A, attached hereto and incorporated herein by this reference (hereinafter the “Services”). If no DocuSign Envelope ID: 47565075-23B5-4AAD-B6E6-EE651590A76D C18-229 08/07/2018 DocuSign Envelope ID: 02119C4B-9F86-441A-A581-A6BDE8F9CF0B schedule is set forth in Exhibit Athen Eagle County agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. Pitkin County’s obligations and authority with regard to Services are also set forth on Exhibit A. In the event of a conflict or inconsistency between the terms and conditions set forth in Exhibit Aand the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. 3. Compensation. Pitkin County will compensate Eagle County for the performance of the Services in a sum computed and payable as set forth in Exhibit A. Compensation for the performance of the Services under this Agreement shall not exceed $23,060. Eagle County shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by Pitkin County. a. Invoices and Payment. Eagle County will submit monthly invoices to Pitkin County. Invoices shall include a description of Services performed. Eagle County agrees any additional detail or documentation in support of such invoices as Pitkin County may request. Pitkin County shall make payment for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other detail as Pitkin County may request. b. Documentation. Pitkin County and Eagle County agree to maintain back- up documentation in accordance with applicable state and federal guidelines for all billings. 4. Insurance. Each Party shall maintain insurance appropriate to protect against risks associated with the Services being performed during the course of this Agreement. 5. Ownership of Documents. All documents prepared by Eagle County in connection with the Services shall become property of Pitkin County. Eagle County shall execute written assignments to Pitkin County of all rights (including common law, statutory, and other rights, including copyrights) to the same as Pitkin County shall from time to time request. For purposes of this paragraph, the term “documents” shall mean and include all reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps and worksheets produced, or prepared by or for Eagle County (including any employee or subcontractor in connection with the performance of the Services and additional services under this Agreement). 6. Assignability. This agreement is not assignable by either part y. 7. Modification. This Agreement may be changed or modified only in writing by an agreement approved by the respective Boards of the Governments and signed by authorized officers of each party. DocuSign Envelope ID: 47565075-23B5-4AAD-B6E6-EE651590A76DDocuSign Envelope ID: 02119C4B-9F86-441A-A581-A6BDE8F9CF0B 8. Entire Agreement. This Agreement constitutes the entire Agreement between the parties and all other promises and agreements relating to the subject of this Agreement, whether oral or written, are merged herein. 9. Severability. Should any one or more sections or provisions of this Agreement be judicially adjudged invalid or unenforceable, such judgment shall not affect, impair, or invalidate the remaining provisions of this Agreement, the intention being that the various sections and provisions hereof are severable. 10. Termination Prior to Expiration of Term. Any party has the right to terminate or withdraw from this Agreement, with or without cause, by giving written notice to the other party of such termination and specifying the effective date thereof. Such notice shall be given at least ten (10) days before the effective date of such termination. Termination of the Agreement relieves the cancelling or withdrawing Party of any further responsibility under this Agreement. Upon termination, Pitkin County shall pay Eagle County for Services satisfactorily performed to the date of termination. 11. Notice. Any notice required or permitted under this Agreement shall be in writing and shall be provided by electronic delivery to the e-mail addresses set forth below and by one of the following methods 1) hand-delivery or 2) registered or certified mail, postage pre-paid to the mailing addresses set forth below. Each party by notice sent under this paragraph may change the address to which future notices should be sent. Electronic delivery of notices shall be considered delivered upon receipt of confirmation of delivery on the part of the sender. Nothing contained herein shall be construed to preclude personal service of any notice in the manner prescribed for personal service of a summons or other legal process. To: Pitkin County With copies to: Karen Koenemann Pitkin County Attorney’s Office 0405 Castle Creek Rd., Suite 202 530 E. Main Street, Suite 301 Aspen, CO 81611 Aspen, CO 81611 Karen.Koenemann@pitkincounty.com attorney@pitkincounty.com To: Eagle County With copies to: Rebecca Larson Eagle County Attorney 551 Broadway, P.O. Box 660 551 Broadway, P.O. Box 660 Eagle, CO 81631 Eagle, CO 81631 rebecca.larson@eaglecounty.us atty@eaglecounty.us PHgrants_contracts@eaglecounty.us 12. Government Immunity. The parties agree and understand that both parties are relying on and do not waive, by any provisions of this Agreement, the monetary limitations or terms or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. 24-10-101, et seq., as from DocuSign Envelope ID: 47565075-23B5-4AAD-B6E6-EE651590A76DDocuSign Envelope ID: 02119C4B-9F86-441A-A581-A6BDE8F9CF0B time to time amended or otherwise available to the parties or any of their officers, agents, or employees. 13. Current Year Obligations. The parties acknowledge and agree that any payments provided for hereunder or requirements for future appropriations shall constitute only currently budgeted expenditures of the parties. The parties’obligations under this Agreement are subject to each individual party’s annual right to budget and appropriate the sums necessary to provide the services set forth herein. No provision of this Agreement shall be construed or interpreted as creating a multiple fiscal year direct or indirect debt or other financial obligation of either or both parties within the meaning of any constitutional or statutory debt limitation. This Agreement shall not be construed to pledge or create a lien on any class or source of either parties’bonds or any obligations payable from any class or source of each individual party’s money. 14. Binding Rights and Obligations. The rights and obligations of the parties under this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. 15. Agreement made in Colorado. This Agreement shall be construed according to the laws of the State of Colorado, and venue for any action shall be in the District Court in and for Pitkin County, Colorado. 16. No Waiver. The waiver by any party to this Agreement of any term or condition of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party. 17. Authority. Each person signing this Agreement represents and warrants that said person is fully authorized to enter into and execute this Agreement and to bind the party it represents to the terms and conditions hereof. 18. Independent Government Status. The parties to this Agreement intend that the relationship between them is that of independent governmental agencies cooperating in accordance with C.R.S. § 29-1-203. Eagle County, and any agent, employee, or servant of Eagle County shall not be deemed to be an employee, agent, or servant of Pitkin County. Pitkin County, and any agent, employee, or servant of Pitkin County shall not be deemed to be an employee, agent, or servant of Eagle County. The foregoing Agreement is approved by the Board of County Commissioners of Pitkin County, Colorado at its regular meeting held on the _____ day of , 2018. DocuSign Envelope ID: 47565075-23B5-4AAD-B6E6-EE651590A76DDocuSign Envelope ID: 02119C4B-9F86-441A-A581-A6BDE8F9CF0B DocuSign Envelope ID: 02119C4B-9F86-441A-A581-A6BDE8F9CF0B EXHIBIT A Tobacco Coordination Services Duties and Responsibilities: An Eagle County employee shall provide the following Services to Pitkin County: 1. The Eagle County employee shall provide technical assistance, education and support to tobacco cessation and policy work in the Eagle River Valley. 2. The Eagle County employee shall participate in the tobacco-focused community assessment and implement selected strategies in the Eagle River Valley . 3. The Eagle County employee shall work collaboratively with the Pitkin County Health Promotion Program Administrator and support the successful implementation of the West Mountain Tobacco Program. Accountability: The Eagle County employee will report to Eagle County’s Public Health Deputy Director, or designee. The Eagle County employee or their supervisor will participate in monthly telephone calls with Pitkin County, or more frequently as reasonably needed or requested by Pitkin County. The telephone calls will be scheduled with Pitkin County’s Health Promotion Program Administrator, or designee, to provide updates and to discuss accomplishments, challenges and barriers. Accommodations: Eagle County will provide its employee with a laptop, office space, and telephone. Eagle County will provide the Pitkin County Health Promotion Program Administrator with office space at the El Jebel location during the term of this Agreement. Compensation: Eagle County will send a monthly invoice to Pitkin County in the amount of $1,921.66 together with the detail identified in paragraph 3 of the Agreement. The total compensation under this Agreement shall not exceed $23,060, for the term ending June 30, 2019. Invoices are to be emailed to Pitkin County Public Health. DocuSign Envelope ID: 47565075-23B5-4AAD-B6E6-EE651590A76DDocuSign Envelope ID: 02119C4B-9F86-441A-A581-A6BDE8F9CF0B