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HomeMy WebLinkAboutC24-062 Eagle Valley Community FoundationAGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY, COLORADO AND EAGLE VALLEY COMMUNITY FOUNDATION THIS AGREEMENT (“Agreement”) is effective as of January 1, 2024 by and between Eagle County, Colorado, a body corporate and politic (“County”) and Eagle Valley Community Foundation, a Colorado non-profit corporation (hereinafter the "Contractor”) (collectively the "Parties"). RECITALS WHEREAS, 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, County uses outside providers and professionals to enhance the ability of County to promote such health, safety, and welfare; and WHEREAS, ECPHE wishes to hire Consultant to 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; 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, 2024 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. DocuSign Envelope ID: F2659188-8C1E-4FAA-9D74-F1998F427E23 2 Eagle County General Services Final 5/14 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 31st day of December, 2024. 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 $85,000. 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. DocuSign Envelope ID: F2659188-8C1E-4FAA-9D74-F1998F427E23 3 Eagle County General Services Final 5/14 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). e. 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 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. i. 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, DocuSign Envelope ID: F2659188-8C1E-4FAA-9D74-F1998F427E23 4 Eagle County General Services Final 5/14 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. 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. DocuSign Envelope ID: F2659188-8C1E-4FAA-9D74-F1998F427E23 5 Eagle County General Services Final 5/14 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@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 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 DocuSign Envelope ID: F2659188-8C1E-4FAA-9D74-F1998F427E23 6 Eagle County General Services Final 5/14 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 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. DocuSign Envelope ID: F2659188-8C1E-4FAA-9D74-F1998F427E23 7 Eagle County General Services Final 5/14 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. l. 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. [REST OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: F2659188-8C1E-4FAA-9D74-F1998F427E23 8 Eagle County General Services Final 5/14 IN WITNESS WHEREOF, 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 By: ______________________________ Jeff Shroll, County Manager CONTRACTOR EAGLE VALLEY COMMUNITY FOUNDATION By:_______________________ Name:____________________ Title: ______________________ DocuSign Envelope ID: F2659188-8C1E-4FAA-9D74-F1998F427E23 Melina Valsecia-Monreal Executive Director 9 Eagle County General Services Final 5/14 EXHIBIT A Terms of Funding, Deliverables and Deadlines Goal I: 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 Ia: 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-time Mobile Intercultural Resource Alliance (MIRA) Program Manager position. This position is responsible for overseeing comprehensive, integrated and culturally relevant resource connection and behavioral and physical health service delivery for Eagle County’s most underserved communities via the use of a 40-foot recreational vehicle. Reporting is due at time of contractor presentation, with presentation date to be determined. Indicators may include, but are not limited to: ● Number of individuals accessing services via MIRA ● Number of individuals in the household that will benefit from service provision and/or resource connection via MIRA ● Number and type of services provided on MIRA ● Number of referrals made to support behavioral health and/or to establish a medical home (including Medicaid, WIC, NFP, & SNAP enrollment) ● Number of referrals to behavioral health specialist dedicated to MIRA ● Anecdotal challenges, opportunities and ideas related to individual, family and community-level topics, including mental health. ● Individual and family success stories. ● Documentation of work toward improved referral processes, systems integration, improved trust in the community, and culturally responsive approaches to service delivery. ● Written update on actions taken to secure long-term funding for the MIRA Program Manager position 2. The Program Manager position will provide capacity for MIRA to: a. Help the community understand mental health symptoms. b. Create/strengthen the referral system with behavioral health providers. c. Capture quantitative and qualitative data about mental health challenges and opportunities for solutions specific to the Latinx community. d. Assist with whole health wrap- around preventive services such as Medicaid enrollment; WIC, NFP, and SNAP referrals; and vaccination clinics. 3. The MIRA Program Manager will coordinate interviews and collection of survey data from MIRA clients to better understand community mental health needs DocuSign Envelope ID: F2659188-8C1E-4FAA-9D74-F1998F427E23 10 Eagle County General Services Final 5/14 and prioritize MIRA services based on this data collection process. Goal II: Contractor will report progress specific to the funded project which show transparency in use of funds, adherence to grant focus, and project purpose. Objective IIa: Contractor will report budgetary, programmatic, and evaluation progress with MHAC, point of contact being ECPHE staff member, at a minimum of one (1) occurrence throughout the funding cycle, including one (1) presentation to the group taking place once during the contract period, in adherence to transparency, participation, and project-specific expectations. Deliverables Deadlines 1. Contractor will present contract progress to MHAC during one (1) established meeting time during the contract period. This presentation is to include key indicators of the project, a minimum one (1) client success story representative of funded project, and additional supportive information. One presentation during contract period, with presentation date to be determined. 2. Contractor will provide MHAC (via ECPHE staff contact) with project-specific updates using both narrative and indicator progress in written format. Reporting template/format is flexible to contractor’s discretion. Due at time of contractor presentation, with presentation date to be determined. 3. Contractor will provide MHAC (via ECPHE staff contact) with a budget update with specificity and transparency in direct correlation with funded project. The reporting template/format is flexible to contractor’s discretion, with approval from MHAC members. Due at time of contractor presentation, with presentation date to be determined. DocuSign Envelope ID: F2659188-8C1E-4FAA-9D74-F1998F427E23 11 Eagle County General Services Final 5/14 EXHIBIT B INSURANCE CERTIFICATE DocuSign Envelope ID: F2659188-8C1E-4FAA-9D74-F1998F427E23 ACORD 25 (2001/08) The registration notices indicate ownership of the marks by their respective owners ©ACORD CORPORATION 1988, 2007 132849 03-13-2007 All rights reserved CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 01/08/2024 PRODUCER COMERFORD INSURANCE AGENCY INC P O BOX 4079 EAGLE, CO 81631 (970) 328-4000 THIS CERTIFICATE IS ISSUED AS MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW . INSURERS AFFORDING COVERAGE NAIC # INSURED EAGLE VALLEY COMMUNITY FOUNDATION PO BOX 1580 VAIL CO 81658-1580 INSURER A: State Farm Fire and Casualty Company 25143 INSURER B: INSURER C: INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR ADD’L INSRD TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YY) POLICY EXPIRATION DATE (MM/DD/YY) LIMITS A X GENERAL LIABILITY 96-CR-K988-8 11/27/2023 11/27/2024 EACH OCCURRENCE $ 2,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES (Ea occurrence) $ 300,000 CLAIMS MADE OCCUR MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 GEN’L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 4,000,000 X POLICY PRO- JECT LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO ALL OWNED AUTOS BODILY INJURY (Per person) $ SCHEDULED AUTOS HIRED AUTOS BODILY INJURY (Per accident) $ NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY – EA ACCIDENT $ ANY AUTO OTHER THAN AUTO ONLY: EA ACC $ AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS’ LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below WC STATU- TORY LIMITS OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ OTHER DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS 760 LINDBERGH DRIVE UNIT 7 GYPSUM, CO 81637 CERTIFICATE HOLDER CANCELLATION EAGLE COUNTY PUBLIC HEALTH AND ENVIRONMENT PO BOX 660 EAGLE, CO 81631 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL _10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. DocuSign Envelope ID: F2659188-8C1E-4FAA-9D74-F1998F427E23