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HomeMy WebLinkAboutC21-431 EC + MIRADocuSign Envelope ID: E734C2B8-CDCC-4954-B794-B85D71C96609
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EAGLE CftNTY
Jan 01, 2050 - *****Signature Workflow*****
B. County Manager
57. Agreement Between Eagle River Community Foundation and Eagle County for Mobile
Intercultural Resource Alliance (MIRA)
Public
Action (Consent)
Dec 21, 2021
Dec 28, 2021
Yes
100,000.00
Yes
1210-560-6595 (Mental Health Fund sourced through marijuana tax revenue)
Recommended Action Approve
Goals Goal 2. Eagle County is a Great Place to Live for All
Public Content
Prepared By: Mandy Ivanov
Department: Public Health & Environment
Executive Summary: This agreement provides funding for a Program Manager position with the Mobile Intercultural
Resource Alliance (MIRA) to increase comprehensive, integrated, and culturally relevant resources as well as preventive
whole -person health service delivery for Eagle County's most underserved communities.
Reviewing Attorney: Steve Mallory Approved As DocuSigned by -
To Form:
• BoCC signature?: No FBSD08B6F81C4BF..
• County Manager signature?: Yes
Administrative Content
https://go. boarddocs. com/co/eagIeco/Board. nsf/Private?open&login# 1 /2
DocuSign Envelope ID: E734C2B8-CDCC-4954-B794-B85D7lC96609
AGREEMENT FOR SERVICES
BETWEEN EAGLE COUNTY, COLORADO
AND
EAGLE VALLEY COMMUNITY FOUNDATION
THIS AGREEMENT ("Agreement") is effective as of the 12/15/2021 by and between Eagle County,
Colorado acting by and through its Board of County Commissioners ("County") and Eagle Valley Community
Foundation, a Colorado non-profit corporation (hereinafter the "Contractor")(collectively the "Parties").
RECITALS
WHEREAS, the Eagle County Department of Public Health and Environment wishes to increase the understanding
of and access to comprehensive care and support for Eagle County's underserved populations through the use of a
mobile resource bus; and
WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and
experience necessary to provide the Services as defined below in paragraph 1 hereof, and
WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection with the
Services.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as
follows:
1. Services or Work. Contractor agrees to diligently provide all services, labor, personnel and materials
necessary to perform and complete the services or work described in Exhibit A ("Services" or "Work") 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. Contractor agrees to furnish the Services no later than December 31, 2022 and in accordance with
the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Contractor agrees to
furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing
below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the
Services.
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.
2. County's Representative. The Department of Public Health and Environment's designee shall be the
Contractor'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 11 hereof, shall continue in full force and effect through the 31 st day of December,
2022.
DocuSign Envelope ID: E734C2B8-CDCC-4954-B794-B85D7lC96609
4. Extension or Modification. This Agreement may be extended for one (1) additional one-year period
("Renewal Period") on terms and conditions agreed to by the Parties. Any amendments or modifications shall be in
writing signed by both parties. No additional services or work performed by Contractor shall be the basis for
additional compensation unless and until Contractor 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, Contractor'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 Contractor 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 $100,000. Contractor 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 satisfactorily performed within thirty (30) days of receipt of a
proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent, tasks
performed, who performed each task and such other detail as County may request.
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 Contractor 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, Contractor 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.
C. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor
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 Contractor 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).
Contractor acknowledges that this contract is funded by a local sales and excise tax. Taxes may be
variable and the tax generated may be less than what was budgeted. Should this occur, Eagle County may be
required to revise the scope of Services described in Exhibit A. The County will provide you with 60 days notice
under these circumstances.
6. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the
particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for
the performance of any of the Services or additional services without County's prior written consent, which may be
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withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all
personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom
County has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each
subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be
bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and
responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not
the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and
Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its
agents, employees and subcontractors.
7. Insurance. Contractor agrees to provide and maintain at Contractor's sole cost and expense, the following
insurance coverage with limits of liability not less than those stated below:
a. Types of Insurance.
Workers' Compensation insurance as required by law.
ii. Auto coverage as required by law.
iii. Commercial General Liability coverage to include premises and operations,
personal/advertising injury, products/completed operations, broad form property damage with limits of liability not
less than $1,000,000 per occurrence and $1,000,000 aggregate limits.
b. Other Requirements.
i. The automobile and commercial general liability coverage shall be endorsed to include
Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and
volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached
hereto as Exhibit B.
ii. Contractor's certificates of insurance shall include subcontractors, if any as additional
insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each
subcontractor.
iii. The insurance provisions of this Agreement shall survive expiration or
termination hereof.
iv. The parties hereto understand and agree that the County is relying on, and does
not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and
protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise
available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and
volunteers.
V. Contractor is not entitled to workers' compensation benefits except as
provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage
is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax
on any moneys paid pursuant to this Agreement.
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8. Indemnification. The Contractor shall indemnify and hold harmless County, and any of its officers, agents
and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as
any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon
any performance or nonperformance by Contractor or any of its subcontractors hereunder; and Contractor shall
reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection
with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not
apply to claims by third parties against the County to the extent that County is liable to such third party for such
claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination
hereof.
9. Ownership of Documents. All documents (including electronic files) and materials obtained during,
purchased or prepared in the performance of the Services shall remain the property of the County and are to be
delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement.
10. 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 party 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:
Eagle County Public Health & Environment
Attention: Heath Harmon
551 Broadway
P.O. Box 660
Eagle, CO. 81631
Phone: (970) 471-2579
E-Mail: heath.harmon(o-),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:
Eagle Valley Community Foundation
Melina Valsecia-Monreal
PO Box 1580
Vail, CO 81658
Phone: (970) 855-2386
Email: melina@eaglevalleycf.org
11. Termination. County may terminate this Agreement, in whole or in part, at any time and for any reason,
with or without cause, and without penalty therefor with fourteen (14) calendar days' prior written notice to the
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Contractor. Upon termination of this Agreement, Contractor 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 Contractor 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 Eagle 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 and Contractor Representations.
a. Contractor has familiarized itself with the nature and extent of the Services to be provided
hereunder and the Property, and with all local conditions, federal, state and local laws, ordinances, rules and
regulations that in any manner affect cost, progress, or performance of the Services.
b. Contractor will make, or cause to be made, examinations, investigations, and tests as he deems
necessary for the performance of the Services.
C. To the extent possible, Contractor has correlated the results of such observations, examinations,
investigations, tests, reports, and data with the terms and conditions of this Agreement.
d. To the extent possible, Contractor has given County written notice of all conflicts, errors, or
discrepancies.
e. Contractor shall be responsible for the completeness and accuracy of the Services and shall
correct, at its sole expense, all significant errors and omissions in performance of the Services. The fact that the
County has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor
shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of
care, skill and diligence applicable to contractors performing similar services. Contractor represents and warrants
that it has the expertise and personnel necessary to properly perform the Services and shall comply with the highest
standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to
ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of
this Agreement.
f. Contractor agrees to work in an expeditious manner, within the sound exercise of its judgment and
professional standards, in the performance of this Agreement. Time is of the essence with respect to this
Agreement.
g. This Agreement constitutes an agreement for performance of the Services by Contractor as an
independent contractor and not as an employee of 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
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between County and Contractor except that of independent contractor. Contractor shall have no authority to bind
County.
h. Contractor represents and warrants that at all times in the performance of the Services, Contractor
shall comply with any and all applicable laws, codes, rules and regulations.
i. 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.
j. Contractor 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.
k. This Agreement shall be binding upon and shall inure 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.
1. 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.
M. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision hereof.
n. 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 Contractor
has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the
Services and Contractor shall not employ any person having such known interests.
o. The Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms
under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to
federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this
Agreement.
15. Prohibitions on Government Contracts.
As used in this Section 15, 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 Contractor has any employees or
subcontractors, Contractor shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this
Agreement, Contractor certifies that it does not knowingly employ or contract with an undocumented individual
who will perform under this Agreement and that Contractor will participate in the E-verify Program or other
Department of Labor and Employment program ("Department Program") in order to confirm the eligibility of all
employees who are newly hired for employment to perform Services under this Agreement.
a. Contractor shall not:
Knowingly employ or contract with an undocumented individual to perform Services
under this Agreement; or
ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor shall not
knowingly employ or contract with an undocumented individual to perform work under the public contract for
services.
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b. Contractor has confirmed the employment eligibility of all employees who are newly hired for
employment to perform Services under this Agreement through participation in the E-Verify Program or Department
Program, as administered by the United States Department of Homeland Security. Information on applying for the
E-verify program can be found at:
https://www.uscis.gov/e-verify
C. Contractor shall not use either the E-verify program or other Department Program procedures to
undertake pre -employment screening of job applicants while the public contract for services is being performed.
d. If Contractor obtains actual knowledge that a subcontractor performing work under the public
contract for services knowingly employs or contracts with an undocumented individual, Contractor shall be required
to:
i. Notify the subcontractor and County within three (3) days that Contractor has actual
knowledge that the subcontractor is employing or contracting with an undocumented individual; and
ii. Terminate the subcontract with the subcontractor if within three days of receiving the
notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or
contracting with the undocumented individual; except that Contractor shall not terminate the contract with the
subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor
has not knowingly employed or contracted with an undocumented individual.
e. Contractor shall comply with any reasonable request by the Department of Labor and Employment
made in the course of an investigation that the department is undertaking pursuant to its authority established in
C.R.S. 8-17.5-102(5).
f. If Contractor violates these prohibitions, County may terminate the Agreement for breach of
contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor
shall be liable for actual and consequential damages to County as required by law.
g. County will notify the Colorado Secretary of State if Contractor violates this provision of this
Agreement and County terminates the Agreement for such breach.
[REST OF PAGE INTENTIONALL Y LEFT BLANK]
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IN WITNESS WH REOF, the parties hereto have executed this Agreement the day and year
first above written.
COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER
gned by:
DocuSi
By: (rod
Jeff Shroll, e nager
EAGLE VALLEY COMMUNITY
FOUNDATION
By: FSigned by:
AZ" �/oi(St Gia—�l bIn VY t�,
6F57E5F76758412...
Title: Executive Director
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EXHIBIT A
Terms of Funding, Deliverables and Deadlines
Goal: Increase the understanding of and access to comprehensive care, including behavioral
health, and support for Eagle County's underserved populations through the use of a mobile
resource bus.
Objective: Contractor will support a full-time Program Manager position for the Eagle County
Mobile Intercultural Resource Alliance (MIRA) bus to oversee comprehensive, integrated and
culturally relevant resource connection and behavioral and physical health service delivery for
Eagle County's most underserved communities in accordance with the terms, deliverables and
deadlines set forth in this Agreement.
Deliverables
Deadlines
1. The Contractor will continue to support the full-
The contractor will provide ECPHE with
time Mobile Intercultural Resource Alliance
quarterly electronic data report by April 30,
(MIRA) Program Manager position. This position
2022, July 31, 2022, October 31, 2022 and
is responsible for overseeing comprehensive,
January 31, 2023 to include the following
integrated and culturally relevant resource
data:
connection and behavioral and physical health
service delivery for Eagle County's most
Quantitative Data
underserved communities via the use of a 40-foot
• Number of individuals accessing services
recreational vehicle.
via MIRA
The Program Manager position will provide
• Number of individuals in the household
capacity for MIRA to:
that will benefit from service provision
and/or resource connection via MIRA
• Help the community understand mental health
• Number and type of services provided on
symptoms.
MIRA
• Create/strengthen the referral system with
behavioral health providers.
• Number of referrals made to support
• Capture quantitative and qualitative data about
behavioral health and/or to establish a
mental health challenges and opportunities for
medical home (including Medicaid, WIC,
solutions specific to the Latino community.
NFP, & SNAP enrollment)
• Assist with whole health wrap -around
• Number of referrals to behavioral health
preventive services such as Medicaid
specialist dedicated to MIRA
enrollment; WIC, NFP, and SNAP referrals; and
vaccination clinics.
Qualitative data:
The MIRA Program Manager will coordinate
• Anecdotal challenges, opportunities and
interviews and collection of survey data from
ideas related to individual, family and
MIRA clients to better understand community
community -level topics, including mental
mental health needs and prioritize MIRA services
health.
based on this data collection process.
• Individual and family success stories.
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• Documentation of work toward improved
referral processes, systems integration,
improved trust in the community, and
culturally responsive approaches to service
delivery.
2. Contractor will develop and/or provide a
Contractor will provide a written update on
sustainability plan to fund the program through
actions taken to secure long-term funding
various funding sources including Federal and
for the MIRA Program Manager position to
state grants, private donors, foundations and
ECPHE no later than the end of this contract
fundraising and will provide an update to the
period.
ECPHE and the Mental Health Advisory
Committee of actions taken to secure long-term
funding for the MIRA Program Manager by the
end of the contract period.
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EXHIBIT B
INSURANCE CERTIFICATE
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