HomeMy WebLinkAboutC21-291 MSU - Minority Health AgreementDocuSign Envelope ID: 1E69B29F-94BA-4C97-820C-9C858A78B2FA
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN EAGLE COUNTY, COLORADO
AND
METROPOLITAN STATE UNIVERSITY
THIS AGREEMENT ("Agreement") is effective as of the 1 st day of September, 2021 by and between
Metropolitan State University (hereinafter "Consultant" or "Contractor") and Eagle County, Colorado, a
body corporate and politic (hereinafter "County").
RECITALS
WHEREAS, the County, through its Department of Public Health and Environment (` ECPHE") works to
promote the health, safety and welfare of County residents of all ages; and
WHEREAS, the County uses outside providers and professionals to enhance the ability of County to
promote such health, safety and welfare; and
WHEREAS, County desires to hire the Consultant to perform the Services defined below in paragraph 1;
and
WHEREAS, Consultant is authorized to do business in the State of Colorado and has the time, skill,
expertise, and experience necessary to provide the Services; and
WHEREAS, this Agreement shall govern the relationship between Consultant and County in connection
with the Services.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the following promises Consultant and
County agree as follows:
1. Services. Consultant agrees to diligently provide all services, labor, personnel and materials
necessary to perform and complete the services described in Exhibit A ("Services") which is attached
hereto and incorporated herein by reference. The Services shall be performed in accordance with the
provisions and conditions of this Agreement.
a. Consultant agrees to furnish the Services no later than June 30, 2023 and in accordance
with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then
Consultant agrees to furnish the Services in a timely and expeditious manner consistent with the
applicable standard of care. By signing below Consultant represents that it has the expertise and
personnel necessary to properly and timely perform the Services.
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b. In the event of any conflict or inconsistency between the terms and conditions set forth in
Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in
this Agreement shall prevail.
C. Consultant agrees that it will not enter into any consulting or other arrangements with
third parties that will conflict in any manner with the Services.
2. County's Representative. The Public Health and Environment Department's designee shall be
Consultant's contact with respect to this Agreement and performance of the Services.
3. Term of the Agreement. This Agreement shall commence upon the date first written above, and
subject to the provisions of paragraph 12 hereof, shall continue in full force and effect through the 30th of
June, 2023.
4. Extension or Modification. This Agreement may not be amended or supplemented, nor may any
obligations hereunder be waived, except by agreement signed by both parties. No additional services or
work performed by Consultant shall be the basis for additional compensation unless and until Consultant
has obtained written authorization and acknowledgement by County for such additional services in
accordance with County's internal policies. Accordingly, no course of conduct or dealings between the
parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services,
and no claim that County has been unjustly enriched by any additional services, whether or not there is in
fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder.
In the event that written authorization and acknowledgment by County for such additional services is not
timely executed and issued in strict accordance with this Agreement, Consultant's rights with respect to
such additional services shall be deemed waived and such failure shall result in non-payment for such
additional services or work performed.
5. Compensation. County shall compensate the Consultant for the performance of the Services in a
sum computed and payable as set forth in Exhibit A. The performance of the Services under this
Agreement shall not exceed $308,677.35. Consultant 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 County.
a. Payment will be made for Services performed within thirty (30) days of receipt of a
proper and accurate invoice from Consultant.
b. If, at any time during the term or after termination or expiration of this Agreement,
County reasonably determines that any payment made by County to Consultant was improper because the
Services for which payment was made were not performed as set forth in this Agreement, then upon
written notice of such determination and request for reimbursement from County, Consultant shall
forthwith return such payment(s) to County. Upon termination or expiration of this Agreement,
unexpended funds advanced by County, if any, shall forthwith be returned to County.
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C. County will not withhold any taxes from monies paid to the Consultant hereunder and
Consultant agrees to be solely responsible for the accurate reporting and payment of any taxes related to
payments made pursuant to the terms of this Agreement.
d. Notwithstanding anything to the contrary contained in this Agreement, County shall have
no obligations under this Agreement after, nor shall any payments be made to Consultant in respect of any
period after December 31 of any year, without an appropriation therefor by County in accordance with a
budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the
Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR
Amendment (Colorado Constitution, Article X, Sec. 20). County shall notify Contractor in writing 30
days prior to December 31 of any year if budget is no longer available and Contractor will submit final
invoice for all services performed to date.
6. Insurance. Consultant agrees to provide and maintain at Consultant's sole cost and expense.
Contractor represents that it maintains general liability insurance covering itself and its employees in the
performance of this Agreement, in an aggregate amount of not less than one million dollars
($1,000,000.00), all or part of which may be self -insured.
7. Indemnification. Each party hereto agrees to be responsible for its own wrongful or negligent
acts or omissions, or those of its officers, agents, or employees to the full extent allowed by law. Liability
of Consultant is at all times herein strictly limited and controlled by the provisions of the Colorado
Government Immunity Act, C.R.S. secs. 24-10-101, et seq. as now or hereafter amended. Nothing in this
Agreement shall be construed as a waiver of the protections of said Act. As an institution of the State of
Colorado, controlled by the Fiscal Rules of the Board of Governors of Metropolitan State University,
Denver, MSU is not authorized to indemnify Sponsor herein as against the claims and demands of third
parties and any such indemnification provision in this Agreement shall be null and void.
8. Ownership of Documents. All non -confidential documents prepared by Consultant in connection
with the Services shall become property of the County. Consultant shall execute written assignments to
County of all rights (including common law, statutory, and other rights, including copyrights) to the same
as 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 Consultant (including any
employee or subconsultant in connection with the performance of the Services and additional services
under this Agreement).
Publication: The Consultant, as a state institution of higher education, engages only in research
that is compatible, consistent, and beneficial to its academic role and mission. Therefore,
significant results of research activities must be reasonably available for publication. The Parties
acknowledge that the Consultant shall have the right to publish results including student theses
and dissertations. The Consultant agrees, however, that during the term of this Agreement and
for six (6) months thereafter, County shall have forty-five (45) days to review and comment on
any proposed publication. Should County believe that any part of such publication would
constitute the disclosure of confidential or sensitive information six above or contain information
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that might be patentable as a result of this research, County will notify Consultant in writing
within such forty-five (45) day period, of the relevant material, and Consultant shall delay
publication of such article for up to an additional ninety (90) days in order to allow County to
diligently pursue the filing of a patent application. Consultant agrees that any Confidential
Information supplied to it by the County will not be included in any published material without
prior written approval by the County.
9. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i)
personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii)
when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their
respective addresses listed below, or (iv) when sent via facsimile so long as the sending parry can provide
facsimile machine or other confirmation showing the date, time and receiving facsimile number for the
transmission, or (v) when transmitted via e-mail with confirmation of receipt. Either party may change its
address for purposes of this paragraph by giving five (5) days prior written notice of such change to the
other party.
COUNTY:
ECPHE
Attn: Heath Harmon
500 Broadway
Post Office Box 850
Eagle, CO 81631
Telephone: 970-471-2579
E-Mail: heath.harmon@eaglecounty.us
With a copy to:
Eagle County Attorney
500 Broadway
Post Office Box 850
Eagle, Co 81631
Telephone: 970-328-8685
Facsimile: 970-328-8699
E-Mail: atty@eaglecounty.us
CONSULTANT:
Metropolitan State University
Elizabeth Jinks
Director, Office of Sponsored Research and Programs
Campus Box 4, P.O. Box 173362
Telephone: 3 03.605.7114
E-Mail: ejinks@msudenver.edu
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11. Coordination. Consultant acknowledges that the development and processing of the Services for
the Project may require close coordination between various consultants and contractors. Consultant shall
coordinate the Services required hereunder with the other consultants and contractors that are identified
by County to Consultant from time to time, and Consultant shall immediately notify such other
consultants or contractors, in writing, of any changes or revisions to Consultant's work product that might
affect the work of others providing services for the Project and concurrently provide County with a copy
of such notification. Consultant shall not knowingly cause other consultants or contractors extra work
without obtaining prior written approval from the County. If such prior approval is not obtained,
Consultant shall be subject to any offset for the costs of such extra work.
i t . Termination. Either party may terminate this Agreement, in whole or in part, at any time and for
any reason, with or without cause, and without penalty therefore with seven (7) calendar days' prior
written notice to the other party. Upon termination of this Agreement, Consultant shall immediately
provide County with all documents as defined in paragraph 9 hereof, in such format as County shall direct
and shall return all County owned materials and documents. County shall pay Consultant for Services
satisfactorily performed to the date of termination.
12. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to
this Agreement, or breach thereof, shall be litigated in the District Court for Denver County, Colorado,
which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and
interpreted under and shall be governed by the laws of the State of Colorado.
13. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which shall constitute one and
the same instrument. The parties approve the use of electronic signatures for execution of this
Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to
this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii)
the image of the signature of an authorized signer inserted onto PDF format documents. All documents
must be properly notarized, if applicable. All use of electronic signatures shall be governed by the
Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121.
14. Other Contract Requirements.
a. Consultant shall be responsible for the completeness and accuracy of the Services,
including all supporting data or other documents prepared or compiled in performance of the Services,
and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County
has accepted or approved the Services shall not relieve the Consultant of any of its responsibilities.
Consultant shall perform the Services in a skillful, professional and competent manner and in accordance
with the standard of care, skill and diligence applicable to Consultants performing similar services.
Consultant agrees that it has the expertise and personnel necessary to properly perform the Services and
covenants that its professional personnel are duly licensed to perform the Services within Colorado. This
paragraph shall survive termination of this Agreement.
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Consultant agrees to work in an expeditious manner, within the sound exercise of its
judgment and professional standards, in the performance of this Agreement.
C. This Agreement constitutes an agreement for performance of the Services by Consultant
as an independent contractor and not as an employee of the County. Nothing contained in this Agreement
shall be deemed to create a relationship of employer -employee, master -servant, partnership, joint venture
or any other relationship between County and Consultant except that of independent contractor.
Consultant shall have no authority to bind the County.
d. Consultant represents and warrants that at all times in the performance of the Services,
Consultant shall comply with any and all applicable laws, codes, rules and regulations.
e. This Agreement contains the entire agreement between the parties with respect to the
subject matter hereof and supersedes all other agreements or understanding between the parties with
respect thereto.
£ Consultant shall not assign any portion of this Agreement without the prior written
consent of the County. Any attempt to assign this Agreement without such consent shall be void.
g. This Agreement shall be binding upon and shall insure to the benefit of the parties hereto
and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all
rights and obligations hereunder are reserved solely for the parties, and not to any third party.
h. No failure or delay by either party in the exercise of any right hereunder shall constitute a
waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding
breach.
i. The invalidity, illegality or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision hereof.
j. Consultant shall maintain for a minimum of three years, adequate financial and other
records for reporting to the County. Consultant shall be subject to financial audit by federal, state or
county auditors or their designees. Consultant authorizes such audits and inspections of records during
normal business hours, upon 48 hours' notice to Consultant. Consultant shall fully cooperate during such
audit or inspections.
k. The signatories to this Agreement aver to their knowledge, no employee of the County
has any personal or beneficial interest whatsoever in the Services or Property described in this
Agreement. The Consultant has no beneficial interest, direct or indirect, that would conflict in any manner
or degree with the performance of the Services and Consultant shall not employ any person having such
known interests.
15. Prohibitions on Government Contracts.
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As used in this Section 16, the term undocumented individual will refer to those individuals from foreign
countries not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Consultant has
any employees or subcontractors, Consultant shall comply with C.R.S. 8-17.5-101, et. seq., and this
Agreement. By execution of this Agreement, Consultant certifies that it does not knowingly employ or
contract with an undocumented individual who will perform under this Agreement
[REST OF PAGE INTENTIONALL Y LEFT BLANK]
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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth
above.
Attest:
Dd by:
ocuSigne
By:0-,15viu&
Regina O'Bri t64the Board
COUNTY OF EAGLE, STATE OF COLORADO,
By and Through Its BOARD OF COUNTY
COMMISSIONERS
DocuSigned by:
By: Nl a %,t,w
Matt Scherr, $2E7M718E0473...
CONSULTANT:
DocuSigned by:
By: 1 , At& JUS
6EA78C5DDFE0439...
Print Name: Elizabeth Ji nks
Title: Director, OSRP
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EXHIBIT A
Terms of Funding, Deliverables, and Deadlines
Goal: Metropolitan State University will serve as the Equitable Evaluation partner for the Campeones de
la Salud (Health Champions) initiative to strengthen health literacy, and in response to grant opportunity
MP-CPI-21- 006 (Advancing Health Literacy to Enhance Equitable Community Responses to COVID-19)
of the U.S. Department of Health and Human Services.
Objective: Metropolitan State University will serve as an evaluator in collaboration with the initiative's
evaluation partners (PEACHnet/CU and Colorado State University) to develop and implement an
evaluation plan that incorporates national foundational directives and standards, including National CLAS
Standards for increasing the availability, accessibility, and use of ethnoracial COVID-19 public information
with vulnerable populations, and inclusive of all populations considered vulnerable to inaccessibility of
COVID-19 public health information; the Healthy People 2030 objectives HC/HIT-0-improving patient
understanding, HC/HIT-02-increasing quality of communication between provider and patient, HC/HIT-03-
building provider and patient informed decision -making, and IID-D02-increasing vaccination records in
health information systems; Social Network Analysis (SNA) and Systems Collaboration Analysis (SCA)
that captures the relational and transactional impacts of the work on the overall cohorts system, the
multi-sectoral system partners, and the individual program participants. Designed to address health
inequities in Eagle County, these efforts form the basis for expansion to additional geographic areas
impacted by poor health literacy outcomes and social vulnerability.
1. Provide academic and content consultation to the project and evaluation plan based on the
requirements from the Office of Minority Health.
2. Convene and facilitate evaluation partner meetings (CSU, ECPHE, PEACHnet, La Cocina, and
UAncla) to help ensure the evaluation methodology, plan, deliverables, and timeline are met
successfully.
3. Contribute to the successful submission of required documentation to meet the 30, 60, and 90 day
requirements as outlined by the Office of Minority Health.
4. Attend at least six partner meetings per grant year (dates, times, format, location to be agreed
upon by County, Contractor, and other partners). These are in addition to the evaluation
meetings outlined above.
5. Progress reports will be submitted monthly, due on the 1 st of each month beginning September
1, 2021.
Personal and fridge costs, as well program supplies, speakers, facilitators, community stipends, and all
travel expenses are included in this contract.
Schedule:
The term of this Agreement shall commence September 1, 2021 and shall end on June 30, 2023.
Payment and Fee Schedule:
County will compensate the Contractor for the above -mentioned services as follows:
The maximum amount of reimbursement under this agreement is $308,677.35 for the contract year
September 1, 2021 to June 30, 2022.
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EXHIBIT B
Insurance Certificate
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STATE of COLORADO CERTIFICATE of INSURANCE
This certificate is issued as a matter of information only and confers no rights upon the certificate holder. It does not amend,
extend or alter the coverage afforded below.
INSURED
The State of Colorado, its departments, institutions, agencies, boards, officials, employees and authorized volunteers (except all
entities of the University of Colorado, CSU-Fort Collins, University of Northern Colorado, Colorado Mesa University, Fort Lewis,
Adams State and Western State).
INSURED (Re: certificate) SOURCES OF COVERAGE
Cov A... State Risk Management Office
METROPOLITAN STATE UNIVERSITY Cov B... State Risk Management Office
OF DENVER All coverages are effective continuously per State Law.
C/O BETH CHRISTENSEN
COVERAGES
Self -insured coverages and limits shown on this certificate are those for which the State accepts responsibility pursuant to the Colorado
Governmental Immunity, Risk Management, and Workers' Compensation Acts. Notwithstanding any requirement, term or condition of
any document to which this certificate may be issued or may pertain, the coverage afforded herein is controlled and limited by the above
laws. Commercial coverages are subject to policy terms and conditions.
COV DESCRIPTION LIMITS
A State Self -Insured Liability Fund Per CRS 24-30-1510(3)(a)
B State Self -Insured Worker Compensation Standard Limits (State Law)
Fund
PROPERTY LEASES....: This certificate does not apply to a lease agreement that does not conform strictly to the requirements of
CRS 24-30-1510(3)e.
ADDITIONAL INSUREDS: The Colorado constitution prohibits including certificate holders as additional insureds.
INDEMNIFICATION and This certificate applies to such provisions only to the extent permitted by Colorado law; including the
HOLD HARMLESS clauses: Colorado Constitution, the Governmental Immunity Act, and the Risk Management Act.
CANCELLATION
Should any of the above coverage change, the insured State of Colorado will endeavor to mail notice to the certificate holder named, but
failure to mail such notice shall impose no obligation or liability of any kind upon the State.
DESCRIPTION OF OPERATIONS to which this certificate pertains:
CERTIFICATE HOLDER
City and County of Denver
Attn:
Certificate #: 61521-osrp
Issue Date: 06/15/21
Suzanne E. Xubec
AUTHORIZED REPRESENTATIVE
FY 2013-2014
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DENVER
rCHILDREN'S AFFAIRS
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Please note: Metropolitan State University of Denver is a state
institution. Our insurance is through State Risk Management, so
limits are set by statute and also prevent us from indemnifying.
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