HomeMy WebLinkAboutC22-396 Early Childhood PartnersAGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN EAGLE COUNTY, COLORADO
AND
EARLY CHILDHOOD PARTNERS, INC.
(Nurse Family Partnership Mental Health Consultation)
THIS AGREEMENT (“Agreement”) is effective as of the 1st day of January, 2023 by and between Early
Childhood Partners, Inc., a nonprofit Colorado corporation (hereinafter “Consultant” or “Contractor”) and
Eagle County, Colorado, a body corporate and politic (hereinafter “County”).
RECITALS
WHEREAS, the County, through its Department of Health and Human Services (“HHS”) 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 December 31, 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.
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.
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2. County’s Representative. The Public Health 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 11 hereof, shall continue in full force and effect through the
31st day of December, 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 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 $2,550.00. 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. For reimbursement Contractor must submit invoices monthly. Invoices shall include a
description of Services performed. If County is not satisfied with the completeness of a
submitted invoice, County may request Contractor to either revise the invoice or provide
additional information. Payment will be made 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
County may request.
All invoices are to be securely emailed to phinvoices@eaglecounty.us.
b. Any out-of-pocket expenses to be incurred by Consultant and reimbursed by County shall be
identified on Exhibit A. Out-of-pocket expenses will be reimbursed without any additional
mark-up thereon and are included in the not to exceed contract amount set forth above. Out-
of-pocket expenses shall not include any payment of salaries, bonuses or other compensation
to personnel of Consultant. Consultant shall not be reimbursed for expenses that are not set
forth on Exhibit A unless specifically approved in writing by County.
c. If, prior to payment of compensation or reimbursement for Services but after submission to
County of a request therefore by Contractor, County reasonably determines that payment as
requested would be improper because the Services were not performed as prescribed by the
provisions of this Agreement, the County shall have no obligation to make such payment. If,
at any time after or during the term or after termination or expiration of this Agreement,
County reasonably determines that any payment theretofore paid 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
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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.
d. All funds received by Contractor under this Agreement shall be or have been expended solely
for the purpose for which granted, and any funds not so expended, including funds lost or
diverted for other purposes, shall be returned to County. Contractor shall provide the County
with progress reports upon County’s request; or Contractor shall furnish progress reports as
more specifically set forth in the attached Exhibit A.
e. 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.
f. 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).
6. Sub-consultants. Consultant acknowledges that County has entered into this Agreement in reliance
upon the particular reputation and expertise of Consultant. Consultant shall not enter into any sub-
consultant agreements for the performance of any of the Services or additional services without
County’s prior written consent, which may be 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. Consultant shall require each sub-consultant, as approved
by County and to the extent of the Services to be performed by the sub-consultant, to be bound to
Consultant by the terms of this Agreement, and to assume toward Consultant all the obligations and
responsibilities which Consultant, by this Agreement, assumes toward County. County shall have the
right (but not the obligation) to enforce the provisions of this Agreement against any sub-consultant
hired by Consultant and Consultant shall cooperate in such process. The Contractor shall be
responsible for the acts and omissions of its agents, employees and sub-consultants or sub-
contractors.
7. Insurance. Consultant agrees to provide and maintain at Consultant’s sole cost and expense, the
following insurance coverage with limits of liability not less than those stated below:
a. Types of Insurance.
i. Workers’ Compensation insurance as required by law.
ii. Auto coverage with limits of liability not less than $1,000,000 each accident
combined bodily injury and property damage liability insurance, including coverage
for owned, hired, and non-owned vehicles.
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
$2,000,000 aggregate limits.
iv. Professional liability insurance with prior acts coverage for all Services required
hereunder, in a form and with an insurer or insurers satisfactory to County, with
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limits of liability of not less than $1,000,000 per claim and $2,000,000 in the
aggregate. In the event the professional liability insurance is on a claims-made basis,
Consultant warrants that any retroactive date under the policy shall precede the
effective date of this Agreement. Continuous coverage will be maintained during any
applicable statute of limitations for the Services.
b. Other Requirements.
i. The automobile and commercial general liability coverage and such other coverage
as indicated above 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.
ii. Consultant’s certificates of insurance shall include sub-consultants as additional
insureds under its policies or Consultant shall furnish to County separate certificates
and endorsements for each sub consultant. All coverage(s) for sub-consultants shall
be subject to the same minimum requirements identified above. Consultant and sub-
consultants, if any, shall maintain the foregoing coverage in effect until the Services
are completed. In addition, all such policies shall be kept in force by Consultant and
its sub-consultants until the applicable statute of limitations for the Services has
expired.
iii. Insurance shall be placed with insurers duly licensed or authorized to do business in
the State of Colorado and with an “A.M. Best” rating of not less than A-VII.
iv. Consultant’s insurance coverage shall be primary and non-contributory with respect
to all other available sources. Consultant’s policy shall contain a waiver of
subrogation against Eagle County.
v. All policies must contain an endorsement affording an unqualified thirty (30) days
notice of cancellation to County in the event of cancellation of coverage.
vi. All insurers must be licensed or approved to do business within the State of Colorado
and all policies must be written on a per occurrence basis unless otherwise provided
herein.
vii. Consultant’s certificate of insurance evidencing all required coverage(s) is attached
hereto as Exhibit B. Upon request, Consultant shall provide a copy of the actual
insurance policy and/or required endorsements required under this Agreement within
five (5) business days of a written request from County, and hereby authorizes
Consultant’s broker, without further notice and authorization by Consultant, to
immediately comply with any written request of County for a complete copy of the
policy.
viii. viii. Consultant shall advise County in the event the general aggregate or other
aggregate limits are reduced below the required per occurrence limit. Consultant, at
its own expense, will reinstate the aggregate limits to comply with the minimum
limits and shall furnish County a new certificate of insurance showing such coverage.
ix. If Consultant fails to secure and maintain the insurance required by this Agreement
and provide satisfactory evidence thereof to County, County shall be entitled to
immediately terminate this Agreement.
x. The insurance provisions of this Agreement shall survive expiration or termination
hereof.
xi. 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.
xii. xii. Consultant is not entitled to workers’ compensation benefits except as provided
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by the Consultant, nor to unemployment insurance benefits unless unemployment
compensation coverage is provided by Consultant or some other entity. The
Consultant is obligated to pay all federal and state income tax on any moneys paid
pursuant to this Agreement.
8. Indemnification. The Consultant 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 Consultant or
any of its sub consultants hereunder including claims for bodily injury or personal injury including
death, or loss or damage to tangible or intangible property; and Consultant 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 Consultant. This paragraph shall
survive expiration or termination hereof.
9. Ownership of Documents. All documents prepared by Consultant in connection with the Services
shall become property of 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 work sheets produced, or prepared by or for Consultant (including any
employee or subcontractor in connection with the performance of the Services and additional services
under 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, Colorado
Attention: Shannon Wagner, Nurse Family Partnership Supervisor
500 Broadway
Post Office Box 660
Eagle, CO 81631
Telephone: 970-328-8855
Facsimile: 855-848-8829
E-Mail: shannon.wagner@eaglecounty.us
With a copy to:
Eagle County Attorney
500 Broadway
Post Office Box 850
Eagle, Co 81631
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Telephone: 970-328-8685
E-Mail: atty@eaglecounty.us
CONSULTANT:
Julia Kozusko
Early Childhood Partners, Inc.
PO Box 8545
Avon, CO 81620
Telephone: 970-331-6844
E-Mail: julia@ecpartners.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 therefore with seven (7) calendar days’ prior
written notice to the Consultant. 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 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.
a. In rendering the Services hereunder, Contractor shall comply with the highest standards of
customer service to the public. Contractor shall provide appropriate supervision of its
employees to ensure the maintenance of these high standards of customer service and
professionalism are maintained. The performance of such obligation shall be determined at
the sole discretion of County. In the event County finds these standards of customer service
are not being met by Contractor, County may terminate this Agreement, in whole or in part,
upon seven (7) days’ notice to Contractor.
b. b. 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 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. This paragraph shall survive termination of this
Agreement.
c. Consultant represents and warrants that it has the expertise and personnel necessary to
properly perform the Services and covenants that its professional personnel are duly licensed
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to perform the Services within Colorado. Specifically, during the period of this Agreement,
Consultant and its professional personnel shall each be licensed as a professional counselor
through the Colorado Department of Regulatory Agencies (“DORA”), shall maintain such
license in good standing and shall adhere to all rules, standards, policies and laws applicable
to such license, including, but not limited to, any requirements for criminal background
checks. Consultant shall immediately notify the County if any state or local agency makes a
substantiated finding of abuse, neglect or injurious environment against it or any of its
professional personnel during the period of this Agreement. In the event of a substantiated
finding as set forth herein, the County in its sole discretion may terminate this Agreement, in
whole or in part, upon seven (7) days’ notice to Consultant.
d. Consultant 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.
e. This Agreement constitutes an agreement for performance of the Services by Consultant 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 between County and Consultant except
that of independent contractor. Consultant shall have no authority to bind County.
f. Consultant represents and warrants that at all times in the performance of the Services,
Consultant shall comply with any and all applicable federal and state laws, codes, rules and
regulations.
g. Contractor shall comply with the Civil Rights Act of 1964 and Section 504, Rehabilitation
Act of 1973, concerning discrimination on the basis of race, color, sex, age, religion, political
beliefs, national origin or handicap.
h. 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.
i. 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.
j. 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.
k. 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.
l. The invalidity, illegality or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision hereof.
m. Consultant shall maintain for a minimum of three years, adequate financial and other records
for reporting to 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.
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 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. Data Security.
a. Definitions:
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i. “County Data” means all data created by or in any way originating with County and
End Users, and all information that is the output of any computer processing, or other
electronic manipulation, of any information that was created by or in any way
originating with County and End Users, in the course of using and configuring the
Services provided under this Agreement, and includes all records relating to County’s
use of Contractor Services and Protected Information.
ii. “End User” means the individuals (including, but not limited to employees,
authorized agents, students and volunteers of County; Third Party consultants,
auditors and other independent contractors performing services for County; any
governmental, accrediting or regulatory bodies lawfully requesting or requiring
access to any Services; customers of County provided services; and any external
users collaborating with County) authorized by County to access and use the Services
provided by Contractor under this Agreement.
iii. “Protected Information” includes, but is not limited to, personally-identifiable
information, student records, protected health information, criminal justice
information or individual financial information and other data defined under C.R.S.
§§ 24-72-101 et seq., and personal information that is subject to local, state or federal
statute, regulatory oversight or industry standard restricting the use and disclosure of
such information. The loss of such Protected Information would constitute a direct
damage to the County.
iv. “Security Incident” means the potentially unauthorized access by non-authorized
persons to personal data or non-public data the Contractor believes could reasonably
result in the use, disclosure or theft of County Data within the possession or control
of the vendor. A Security Incident may or may not turn into a data breach.
b. During the course of Contractor's performance of the Work, the Contractor may be required
to maintain, store, process or control County Data. The Contractor represents and warrants
that:
i. Contractor will take all reasonable precautions to maintain all County Data in a
secure environment to prevent unauthorized access, use, or disclosure, including
industry-accepted firewalls, up-to-date anti-virus software, and controlled access to
the physical location of the hardware containing County Data;
ii. Contractor’s collection, access, use, storage, disposal and disclosure of County Data
shall comply with all applicable data protection laws, as well as all other applicable
regulations and directives;
iii. Contractor will notify County of any Security Incident as soon as practicable, but no
later than 24 hours after Contractor becomes aware of it;
iv. Contractor will provide information sufficient to satisfy County’s legal and
regulatory notice obligations. Upon notice of a Security Incident, County shall have
the authority to direct Contractor to provide notice to any potentially impacted
individual or entity, at Contractor’s expense, and Contractor shall be liable for any
resulting damages to County.
v. Where Contractor has been contracted to maintain, store or process personal
information on behalf of the County, it shall be deemed a “Third-Party Service
Provider as defined in C.R.S. § 24-73-103(1)(i), and Contractor shall maintain
security procedures and practices consistent with C.R.S §§ 24-73-101 et seq.; and
vi. Contractor will promptly return or destroy any County Data upon request from the
County Representative.
c. Contractor’s indemnification obligations identified elsewhere in this Contract shall apply to
any breach of the provisions of this Paragraph.
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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth
above.
COUNTY OF EAGLE, STATE OF COLORADO,
By and Through Its COUNTY MANAGER
By: ______________________________
Jeff Shroll, County Manager
CONSULTANT:
By: ________________________________
Print Name: Julia Kozusko
Title: President, Early Childhood Partners, Inc.
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EXHIBIT A
SCOPE OF SERVICES, SCHEDULE, FEES
Description of Services:
The term of this Agreement shall commence January 1, 2023 and shall end on December 31, 2023.
Contractor shall provide high quality maternal and child mental health consultation and training to Eagle
County Nurse-Family Partnership (NFP) staff, including, but not limited to, the following:
1. Team consultation with the Supervisor and visiting nurses including participation in case
conferences, provision of suggestions and feedback.
2. Nurse home visitors will be guided to build upon their skills of self-care, assessment, reflection,
and motivational interviewing.
3. Reflective consultation with home visitors about general issues related to family mental health
needs and child development.
4. Provide training and coaching to staff on promoting the social emotional development of parents,
infants and young children.
5. Consultation on home visits with the home visitation nurse not to exceed 5 times per calendar
year.
Payment and Fee Schedule: County will compensate Contractor for mental health consultation and
training services at a rate of $150 per hour for a maximum of 17 hours. Contractor will submit an invoice
monthly. Reimbursement is subject to timely receipt of written assessment, plan, and reports.
The maximum amount of reimbursement under this agreement is $2,550.
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EXHIBIT B
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