HomeMy WebLinkAboutC24-332 Colorado Perinatal Care Quality Collaborative - CPCQC
CONTRACTOR AGREEMENT
THIS INDEPENDENT CONTRACTOR AGREEMENT (this “Agreement”) is
made between Colorado Perinatal Care Quality Collaborative (CPCQC), a Colorado
nonprofit corporation, (“Organization”), and Eagle County, Colorado, a body
corporate and politic, by and through its Department of Public Health and
Environment (“Contractor”).
Organization desires to contract with Contractor for the services set forth herein and
Contractor desires to perform such services. In consideration of the terms and
conditions of this Agreement, and other valuable consideration, the receipt of which
is hereby acknowledged, the parties agree as follows:
1. Statement of Work. Organization hereby engages Contractor to perform the
services (“Services”) described in Schedule A, Statement of Work, attached hereto
and made a part of this Agreement (“Statement of Work”).
2. Term. This Agreement will begin on the Commencement Date set forth in the
Statement of Work and automatically terminate upon the Termination Date as
stated in the Statement of Work (“Term”), unless extended by the parties in
writing or terminated earlier under Paragraph 13 hereunder.
3. Payment. Organization will pay Contractor the fees for Services shown in the
Statement of Work (“Fees”) and detailed in Schedule C, Annual Budget, attached
hereto and made a part of this Agreement. Contractor shall be responsible for all
expenses incurred in performing Projects under this Agreement, including
Contractor’s travel and out-of-pocket expenses, unless otherwise approved by
Organization in writing or as set forth in the Statement of Work. Unless otherwise
provided in the Statement of Work, all fees and expenses are payable within thirty
(30) days of Organization’s receipt of an invoice from Contractor. Invoices are due
by the 10th of each month for the month prior. Invoices must be approved by
CPCQC prior to payment.
4. Contractor. Contractor is independent and not an employee of Organization. As
a contractor, Contractor or any employees or contractors of Contractor are not
entitled to employee benefits offered by Organization to its employees. Contractor
is not entitled to workers' compensation or unemployment compensation benefits
under the Organization. Contractor shall be personally responsible to pay all
required state and federal taxes, including social security tax (FICA), self-
employment tax, unemployment insurance taxes, and all other taxes, fees, and
withholdings, on any payments made to Contractor pursuant to this Agreement.
Contractor’s business and operations are separate and distinct from Organization’s
and shall remain so. Nothing in this Agreement creates any agency, partnership,
joint venture, employment, or fiduciary relationship between the parties.
5. Ownership of Intellectual Property. All deliverables created or discovered
through the performance of this Agreement by Contractor (the “Deliverables”) are
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created for Organization and belong solely to Organization. Under copyright law,
the Deliverables are a “work made for hire” and Organization has the right to
copyright the Deliverables. Contractor assigns all of Contractor’s rights in the
Deliverables (now owned or hereafter acquired) completely to Organization,
everywhere and forever. Contractor reserves no rights to the Deliverables, agrees
to keep the Deliverables completely confidential and will not disclose or use any of
the Deliverables without the prior written consent of Organization or as legally
required. Notwithstanding the above, Contractor shall at all times possess the
exclusive right, title, ownership, and interest in and to all of its methodologies and
tools used by Contractor other than the Deliverables, such as questionnaires, forms,
assessment tools and so forth (collectively, “Pre-Existing Technology”), and
Organization has no ownership in such Pre-Existing Technology. Contractor
hereby grants to Organization a non-exclusive, irrevocable, perpetual, worldwide,
fully transferable, fully paid and royalty-free license to all Pre-Existing
Technology incorporated in, or necessary to practice, any Work Product, and to
make, use, sell, reproduce, create derivative works of, distribute, perform and
display such Pre-Existing Technology and other rights, in any form and for any
purpose.
6. Publicity. Contractor agrees not to use Organization's name for any purposes
whatsoever, including, but not limited to, advertising or promotional purposes,
without the prior written consent of Organization.
7. Confidentiality.
A. Contractor acknowledges that in the performance of the Services, Contractor
may have access to information that is confidential to, or a trade secret of,
Organization (collectively, “Confidential Information” as defined in Section
7(B) below).
B. For the purposes of this Agreement, “Confidential Information” means all
information, data, knowledge, and know-how relating, directly or indirectly, to
Organization, including, without limitation: (i) any proprietary information or
trade secrets; (ii) any business or financial information; (iii) any grantee
information, grantee lists, grantee or contacts, or supplier/vendor lists; (v) any
contracts, agreements, or leases; (vi) ideas, inventions, technology, products,
designs, methods, know-how, techniques, systems, processes, software programs,
works of authorship, manuals, projects, or plans; (vii) data and analyses thereof;
(viii) any proposals, strategies, concepts, analyses, surveys, ideas, or research; (ix)
any other non-public information generated by Organization; and (x) confidential
information of any kind in possession of Organization, whether developed for or
by Organization, received from a third party in confidence, or belonging to others
and licensed or disclosed to the Company in confidence for use in any aspect of
its business. The list set forth above is not intended by Organization to be a
comprehensive list of Confidential Information.
C. Contractor agrees not to disclose any such Confidential Information,
regardless of the form or format in which, or means by which, Contractor
becomes aware of such Confidential Information, to any third party without the
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specific authorization of Organization or as legally required.
D. Contractor agrees that it is responsible for enforcing this Section 7 as to itself,
and if applicable, Contractor’s employees, representatives, and subcontractors.
Among other things, Contractor shall take adequate steps to ensure that any
employees, representatives, or subcontractors utilized by Contractor agree not to
use or disclose the Organization’s Confidential Information, except insofar as
necessary to advance the best interests of the Organization.
8. Intentionally Omitted.
9. Insurance.
A. Contractor represents that it carries, and during the term of this Agreement will
continue to carry, Worker’s Compensation Insurance and commercial general
liability insurance as they apply to Contractor in in its performance under this
Agreement, which may include cyber insurance, automobile insurance,
professional liability insurance if professional services are part of the Services,
and such other insurance as meets the highest standards of Contractor’s business
and that is sufficient to cover Contractor’s potential liabilities under this
Agreement. Contractor shall furnish proof of any form of insurance to the
Organization upon execution of this Agreement. Contractor will provide the
Organization with 30 days of advance written notice of the cancellation of, or a
material change to, any insurance required by this Section.
B. 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.
10. Subcontracting. Contractor shall not subcontract the performance of any of its
duties or obligations under this Agreement to any person or party without the
prior written consent of Organization. Contractor shall be responsible and liable
for the acts and omissions of each of its subcontractors to the same extent as if
such acts or omissions were by Contractor and shall be responsible for all fees
and expenses payable to any subcontractor.
11. No Political Activities. In performing this Agreement, Contractor will not use
any portion of the Fees to: (1) carry on propaganda, or otherwise attempt to
influence legislation, or (2) participate in, or intervene in (including the publishing
or distributing of statements) any political campaign on behalf of (or in opposition
to) any candidate for public office. Contractor agrees that if, in the sole judgment of
Organization, Contractor has failed to adequately adhere to Organization’s
prohibition against such activities, Organization may immediately terminate this
Agreement and Contractor shall reimburse Organization the amounts Contractor
expended on such prohibited activities.
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12. Representations and Warranties.
A. Compliance With Laws. Contractor represents and warrants that it will
perform its obligations in a professional and diligent manner in accordance
with all applicable laws and regulations.
B. Authority. Contractor represents and warrants to Organization that: Contractor
has the full power, authority, and legal right to make and perform this Agreement
and that this Agreement is a legal, valid, and binding obligation of Contractor,
enforceable against Contractor in accordance with its terms.
C. Work Product. Contractor represents and warrants that the Deliverables
provided to Organization by Contractor will be Contractor’s original work (except
for material in the public domain or as to which permission has been obtained);
all right, title and interest in and to all Deliverables and any Pre-Existing
Technology, as applicable, is fully assignable or licensable to Contractor; neither
the Deliverables, the Pre-Existing Technology, nor any element thereof infringes
or misappropriates the intellectual property rights of any third party.
13. Termination. This Agreement may be terminated prior to the Termination
Date as set forth on Schedule A as follows:
A. By either party upon 30 days’ prior written notice.
B. Either Party may terminate this Agreement, effective upon written notice to the
other Party (the “Defaulting Party”), if the Defaulting Party (a) materially
breaches this Agreement, and such breach is incapable of cure, or with respect to
a material breach capable of cure, the Defaulting Party does not cure such breach
within thirty (30) days after receipt of written notice of such breach.
C. Organization may immediately terminate this Agreement at any time if it
determines that continuation of the Agreement could jeopardize its status as an
organization described in Section 501(c)(3) of the Internal Revenue Code.
D. This Agreement will terminate automatically upon the bankruptcy or
insolvency of either party.
14. Duties upon Termination.
A. The obligations of the parties under Paragraphs 5, 7, 8, 12, 14, and 15 -18,
inclusive, shall survive termination of this Agreement, as shall all provisions which,
by their terms, shall survive termination of this Agreement. If Contractor’s services
are terminated, postponed, or revised for
any reason, Contractor shall be paid for that portion of the work completed at the
time of notice of such action. Upon termination, Contractor must return any
portion of the Fee advanced to Contractor and for which work has not been
completed at the time of termination of this Agreement.
B. Contractor agrees that, upon the termination of this Agreement, and at any other
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time upon request of Organization, Contractor will return to Organization any and
all property, documents, and files (including all recorded media, such as papers,
computer disks, drives and other data storage devices, electronic files, electronic
data, copies, photographs, and maps) that contain Confidential Information or
relate in any way to Organization or its business. Contractor agrees, to the extent
Contractor possesses any files, data, or information relating in any way to
Organization or its business on any personal computer or other device or account,
Contractor will return to Organization and then delete those files, data, or
information (and will retain no copies in any form). Contractor also will return all
other Organization property in any form prior to the last date of performing
Services under this Agreement.
15. Dispute Resolution. The parties agree to submit any dispute, claim or
controversy arising from or related to this Agreement to non-binding mediation
before a neutral third party mediator, except any disputes, claims or controversies
arising from the default or breach, or alleged default or breach, of Sections 5 and 7
(which such disputes, claims or controversies may be litigated or arbitrated as
determined by Organization). If the parties cannot agree on the selection of a
mediator within thirty (30) days after the request by either party, then either party
may apply to the presiding judge of the Eagle County District Court to appoint a
mediator. The parties agree that mediation must be initiated within three (3) months
after the date of discovery of the claimed breach or other issue by delivering a
written demand to the other party with notice of all claims. In the event that the
dispute, claim or controversy is not resolved during mediation, the parties may take
action as permitted under law or equity.
16. Injunctive Relief. Notwithstanding Section 15, Contractor acknowledges and
agrees that a breach of Section 7 of this Agreement by Contractor will result in
immediate and irreparable harm, the damages for which will be difficult to
ascertain. In the event of a breach of any of the covenants in this Agreement, it is
understood that Organization may petition a court of law or equity for injunctive
relief in addition to any other relief which it may have under the law or 5
under this Agreement. It is hereby further agreed that Section 7 is
separate from and independent of the remainder of this Agreement and
that this provision is specifically enforceable by Organization
notwithstanding any claim made by Contractor against the Organization.
17. Maintenance of Records. Contractor shall maintain adequate books and
records in a manner consistent with the accounting and professional standards
ordinarily followed within Contractor’s industry.
18. Miscellaneous.
A. Entire Agreement. This Agreement contains the entire Agreement between
the parties with respect to the subject matter of this Agreement, and supersedes
all prior agreements or representations, written or oral, with respect to the
subject matter hereof. Contractor expressly acknowledges that there have been
no representations by Organization regarding future agreements or engagements
with Contractor.
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B. Governing Law. This Agreement shall be governed by, construed, and enforced
in accordance with the laws of the State of Colorado. Except as set forth in
Section 15, each of the Parties hereto hereby irrevocably and unconditionally
submits, for itself and its property, to the exclusive jurisdiction of the Eagle
County District Court or the United States District Court for the District of
Colorado, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement.
C. Attorneys’ Fees and Costs. In the event of a breach of this Agreement by either
party, the prevailing party shall be entitled to recover from the other party, the
prevailing party’s reasonable attorneys’ fees and costs incurred in enforcing the
terms of this Agreement.
D. Amendment. This Agreement may be amended only in writing signed by both parties.
E. No Assignment. The rights and obligations of Contractor under this
Agreement are personal to Contractor and shall not be assigned or transferred
to any other person, firm, or corporation without the prior, written consent of
Organization.
F. Notices. Any notices provided for or concerning this Agreement shall be in
writing and be deemed effective upon receipt at the following addresses:
To Organization:
Colorado Perinatal Care Quality Collaborative
820 S Monaco Pkwy. 4-B #161
Denver, CO 80224
Attn: Rebecca Alderfer, CEO
To Contractor:
Eagle County Public Health and Environment
PO Box 660 Eagle, CO 81631
Attn: Joan Dieter, LSW
With a copy to:
Eagle County Attorney
500 Broadway
Post Office Box 850
Eagle, Co 81631
Telephone: 970-328-8685
E-Mail: atty@eaglecounty.us
G. Waiver. The waiver by one party of a breach of any of the provisions of this
Agreement by the other party does not operate as and may not be construed as a
waiver of any subsequent breach of the same or any other provision by the other
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party.
H. Severability. If any provision of this Agreement is held illegal, invalid, or
unenforceable, such holding shall not affect any other provision hereof. In the
event any provision is held illegal, invalid, or unenforceable, such provision shall
be limited so as to give effect to the intent of the Parties to the fullest extent
permitted by applicable law.
I. Counterparts. This Agreement may be executed in two or more counterparts,
all of which, in the aggregate, are one and the same instrument. Digital
signatures and signatures transmitted by .pdf shall count as original signatures.
[Signature page to follow]
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IN WITNESS WHEREOF, Organization and Contractor each has caused this
Independent Contractor Agreement to be signed by its duly authorized
representative as of the day and year first above written.
ORGANIZATION CONTRACTOR
Organization: __________ Organization: _______________
By:___________________ By: ___________________
Title: _________________ Title: _________________
Date: ________________ Date: _________________
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8/7/2024
CEO
CPCQC
8/7/2024
County Manager
Eagle County
Government
Schedule A
STATEMENT OF WORK
A.1 Term of Agreement
Commencement Date: January 1, 2024
Termination Date: The earlier of the date the Services are completed or December 31, 2024
A.2 Contractor Obligations
Please see below at A.5 for full details of Contractor’s approved activities and due dates for
deliverables.
A.3. Budget
The total budget of $56,954 for this engagement is a ceiling and not a floor. CPCQC will only pay
for services actually provided and costs actually incurred. Detailed budget (See Schedule C) must
be approved by CPCQC, and modifications to the budget must be pre-approved by CPCQC.
A.4 Payments
In exchange for all of the Services rendered by the Contractor under this Agreement, CPCQC shall
pay Contractor as referenced below at A.5, provided that the Contractor has conducted services in
accordance with professional standards and in a manner that CPCQC determines meets the
Contractor’s obligations in this Agreement. Contractor shall submit an invoice (See Schedule D for
preferred template) to accounting@cpcqc.org by the 10th of the month for the month prior services
describing the services performed and submit supporting documentation of expenses incurred.
CPCQC must approve each monthly invoice prior to payment.
A.5 Services
The Contractor provides goods and services to CPCQC at the direction of CPCQC. Program data
reported by the Contractor will not include identifiable information about clients but will aggregate
and track process and outcome measures relevant to program monitoring and evaluation. During
the term of the project, Contractor shall:
● Provide diversity, equity, and inclusion consulting services. Consulting services will focus
on enhancing CPCQC’s ability to advance culturally safe and responsive infant and
maternal healthcare. See A.6 Activities and Deliverables below for additional details
outlining the agreed upon activities and deliverables.
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A.6 Activities and Deliverables
Activity/Deliverable Description Total
Bilingual Perinatal
Mental Health
Consultation
Eagle County Public Health and
Environment (ECPHE) ECPHE will
contract with Early Childhood
Partners in Eagle County to provide
additional mental health
consultation, reflective supervision,
and case consultation to Family
Connects home visiting nurses.
Additional consultation and
supervision will enhance Family
Connects RNs’ abilities to identify
and respond to client perinatal
mental health needs.
Consultation funds will be used for:
- Provide four mental health
consultations monthly to
Family Connects clients
(available in English and
Spanish)
- Provide monthly group
reflective supervision to
Family Connects staff
$6,750
Bilingual Community
Perinatal Support Groups
ECPHE will partner with Early
Childhood Partners in Eagle
County to launch a new
Spanish/English bilingual
perinatal support group for
mothers in Eagle County in
direct response to immediate
perinatal needs in Eagle County
The support group will connect
attendees to a variety of
services, including but not
limited to perinatal mental
health services and lactation
support.
$23,000
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Support group funds will be
used for
- Start up costs for
community and
individualized lactation
support
- Postpartum supplies for
attendees
- Meeting supplies
- Personnel
(coordination, WIC
educators, lactation
support)
Perinatal Mental Health
Counseling
ECPHE will contract with
Early Childhood Partners in
Eagle County to provide
perinatal mental health
counseling services to prenatal
and postpartum families in
Eagle County unable to
otherwise access services.
Services will be provided by
either a doctoral intern or a
bilingual Licensed Clinical
Social Worker and Perinatal
Mental Health Clinician (PMH-
C)
$15,400
Perinatal Parenting Group ECPHE will contract with
Early Childhood Partners in
Eagle County to host two
Circle of Security parenting
groups in Eagle County: one
for parents with infants and one
for local perinatal home
visiting nurses
Circle of Security is an
evidence-based parenting group
course designed to strengthen
attachment relationships
between children and
caregivers.
Circle of Security funds will be
used for:
- Implementing two 8-
week Circle of Security
parenting groups
$5,840
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- Meeting supplies
- Printed program
materials
Mileage Mileage for service delivery
$786
Indirect 10% indirect fee for program
administration and
implementation
$5,178
Total = $56,954
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ACCEPTED FOR:
COLORADO PERINATAL CARE QUALITY COLLABORATIVE
Name:__________________________
Title:___________________________ Date: ________________________
EAGLE COUNTY PUBLIC HEALTH AND ENVIRONMENT
Name:__________________________
Title:___________________________ Date: ________________________
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8/7/2024
Rebecca Alderfer
CEO
County Manager 8/7/2024
Jeff Shroll
