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HomeMy WebLinkAboutC23-194 Violet Light AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND VIOLET LIGHT THIS AGREEMENT (“Agreement”) is effective as of ____________ by and between Violet Light (hereinafter “Consultant” or “Contractor”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, this Agreement is entered in reference to Eagle County Ballot Measure 1A, approved by voter November 2nd of 2017, for the purpose of designating use of marijuana tax revenue to the deliverance of mental health services in Eagle County. Per Resolution 2018-007, use of these funds is deliberated amongst the Mental Health Advisory Committee, of which Eagle County Public Health and Environment participates as facilitators and fiduciary agents. Ultimate approval for use of marijuana tax revenue funded mental health dollars lie with the Eagle County Board of County Commissioners; and WHEREAS, the County currently serves as fiduciary agent for the marijuana tax revenue funded mental health dollars, thus the management of collection and disbursement of regional funds; and 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. DocuSign Envelope ID: 5DF6F55D-FB39-4423-8172-FEF0CE8FD58B 6/7/2023 2 Eagle County HHS Prof Serv Final 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 of which Consultant requested funding for. a.Consultant agrees to furnish the Services no later than one year from the execution of this contract. 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. 2.County’s Representative. The Public Health and Environment Department’s designee shall be the 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 June 1, 2024 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, DocuSign Envelope ID: 5DF6F55D-FB39-4423-8172-FEF0CE8FD58B 3 Eagle County HHS Prof Serv Final 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 $35,000.00. 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.For reimbursement, Consultant must submit an invoice. Invoices shall include a description of Services to be performed. If County is not satisfied with the completeness of a submitted invoice, County may request Consultant to either revise the invoice or provide additional information. Payment will be made for Services within thirty (30) days of receipt of a proper and accurate invoice. The County will disburse funds to the Consultant within thirty (30) days of receipt of a proper and accurate invoice. All invoices must be emailed to phinvoices@eaglecounty.us to ensure proper payment. b. Any out-of-pocket expenses to be incurred by Consultant and reimbursed by County shall be identified in 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 Consultant, County reasonably determines that payment as requested would be improper because the Services were not performed as prescribed by the provisions of this Agreement, 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 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. d.All funds received by Consultant 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. Consultant shall provide DocuSign Envelope ID: 5DF6F55D-FB39-4423-8172-FEF0CE8FD58B 4 Eagle County HHS Prof Serv Final the County with progress reports upon County’s request; or Consultant 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). g. Consultant 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 Consultant with 60 days notice under these circumstances. 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. Consultant 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. DocuSign Envelope ID: 5DF6F55D-FB39-4423-8172-FEF0CE8FD58B 5 Eagle County HHS Prof Serv Final 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. This policy shall be endorsed to include coverage for physical/sexual abuse and molestation. 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 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. DocuSign Envelope ID: 5DF6F55D-FB39-4423-8172-FEF0CE8FD58B 6 Eagle County HHS Prof Serv Final 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. 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. Consultant is not entitled to workers’ compensation benefits except as DocuSign Envelope ID: 5DF6F55D-FB39-4423-8172-FEF0CE8FD58B 7 Eagle County HHS Prof Serv Final provided 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 monies 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 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 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) 328-8819 E-Mail: heath.harmon@eaglecounty.us DocuSign Envelope ID: 5DF6F55D-FB39-4423-8172-FEF0CE8FD58B 8 Eagle County HHS Prof Serv Final 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: Attn: Simone Lybarger Executive Director 2548 Salt Creek Rd Eagle, CO 81621 Phone: 970-366-7387 email: violetlighthands@gmail.com 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 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, interpreted under, and 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. DocuSign Envelope ID: 5DF6F55D-FB39-4423-8172-FEF0CE8FD58B 9 Eagle County HHS Prof Serv Final a. In rendering the Services hereunder, Consultant shall comply with the highest standards of customer service to the public. Consultant 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 Consultant, County may terminate this Agreement, in whole or in part, upon seven (7) days’ notice to Consultant. 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 to perform the Services within Colorado. 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. Consultant 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. DocuSign Envelope ID: 5DF6F55D-FB39-4423-8172-FEF0CE8FD58B 10 Eagle County HHS Prof Serv Final 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. [Remainder of Page Intentionally Left Blank] DocuSign Envelope ID: 5DF6F55D-FB39-4423-8172-FEF0CE8FD58B 11 Eagle County HHS Prof Serv Final 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: _________________________ Title: ______________________________ DocuSign Envelope ID: 5DF6F55D-FB39-4423-8172-FEF0CE8FD58B Simone Lybarger Owner 12 Eagle County HHS Prof Serv Final EXHIBIT A Deliverables and Deadlines Goal: Increase access to preventative mental health support for Eagle County residence, with emphasis on outreach for caregivers and Spanish speaking community members. Objective: Violet Light will provide and participants preventative mental health techniques, such as stress management and mental health symptom coping mechanisms. Deliverables Deadlines 1. Violet Light will share measurables and outcomes that reflect goals of the funded program as reported in annual report, for example: 1. Identify classes/workshops/programs held, including: 1. Specific service offered, 2. Class location, and 3. Number of attendees 4. Topic of class/workshop/program (if applicable) 2. Reporting shall include one (1) narrative of success per program with a community member participant which represents success of the funded program To assess progress of these services, The Violet Light will report measurables to the Mental Health Advisory Committee during a minimum of one (1) quarterly meeting during the contract period, as arranged by Eagle County Public Health staff. Reported data must represent the efficacy and reach of funded programs, as determined by Contractor. 1. Violet Light will develop and sustain positive partnerships and collaboration with pertinent organizations, non-profits, and community organizations in an effort to coordinate services, thus communication and strategy in approach of the mental health system of Eagle County. DocuSign Envelope ID: 5DF6F55D-FB39-4423-8172-FEF0CE8FD58B CANCELLATION: Should any of the above described policies be cancelled before the expiration date thereof, the issuing company will endeavor to mail 10 days written notice for non-payment or 90 days written notice for any other reason to the certificate holder named above, but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives. Authorized Representative CERTIFICATE HOLDER (Active Registered Members are on file with the ABMP Membership Director.) Member/Named Insured: Membership I.D. #: Member/Policy Term Active: Member/Policy Term Expires: Total Member Cost: Simone Lybarger 1159975 Feb-08-2023 Nov-07-2023 (ABMP Membership, including Member Liability Coverage)199$ Certificate of Insurance OCCURRENCE COVERAGE ABMP In-Dues Liability Program ABMP MAILING ADDRESS: Associated Bodywork & Massage Professionals 25188 Genesee Trail Road Suite 200 Golden, CO 80401 MASTER POLICY HOLDER Allied Professionals Insurance RPG AGENT/BROKER Allied Professionals' Insurance Services ISSUED BY: Allied Professionals Insurance Company, A Risk Retention Group, Inc. LIABILITY LIMITS (per member) COMMERCIAL GENERAL LIABILITY ANNUAL AGGREGATE ............................................... PER OCCURRENCE LIMIT ........................................... PRODUCTS-COMP/OP .................................................. PROFESSIONAL LIABILITY ........................................ GENERAL LIABILITY ............................................... FIRE LIABILITY LIMIT ............................................. $6,000,000 $2,000,000 Included Included Included $100,000 To verify information, contact ABMP. Tel: 303-674-8478 Fax: 303-674-0859 This Policy is issued by your risk retention group. Your risk retention group may not be subject to all of the insurance laws and regulations of your State. State insurance insolvency guaranty funds are not available for your risk retention group. Coverage is afforded to person(s) named herein as Named Insureds according to the terms and conditions of the Policy to which this Certificate refers, subject to limitation by any applicable state licensing laws. No other rights or conditions, except as specifically stated herein, are granted or inferred. COVERAGES THIS IS TO CERTIFY THAT THE POLICY OF INSURANCE LISTED ABOVE HAS BEEN ISSUED TO THE INSURED NAMED BELOW. THE INSURED ACTIVE DATE LISTED BELOW APPLIES ONLY TO ELEMENTS OF COVERAGE CONTINUOUSLY IN PLACE SINCE THE INCEPTION OF THE NAMED INSURED'S POLICY. CHANGES TO COVERAGE ARE EFFECTIVE RETROACTIVELY ONLY TO THE DATE THE CHANGE WAS MADE. REPORT IN WRITING WITHIN 48 HOURS ANY & ALL CLAIMS, OR INCIDENTS THAT YOU BELIEVE MAY RESULT IN A CLAIM, EVEN IF GROUNDLESS. This Certificate, along with the Policy to which it refers, is valid evidence of coverage extended to the Certificate Holder listed below. POLICY #: API-ABMP-23 ADDITIONAL INSURED: (with inception date) Violet Light, LLC Feb 08, 2023 Eagle County Government Feb 08, 2023 Coverage is extended subject to all terms and conditions of the Policy. DocuSign Envelope ID: 5DF6F55D-FB39-4423-8172-FEF0CE8FD58B