The URL can be used to link to this page

Browse Search

Home My WebLink About20121812.tiff RESOLUTION RE: APPROVE SEVEN PURCHASE OF SERVICES AGREEMENTS FOR OUTREACH ACTIVITIES WITH VARIOUS PROVIDERS AND AUTHORIZE CHAIR TO SIGN WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS,the Board has been presented with seven(7) Purchase of Services Agreements for Outreach Activities between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Human Services, Area Agency on Agency, and the various providers, as follows, commencing July 1, 2012, and ending June 30, 2013, with further terms and conditions being as stated in said agreements, and 1) Catholic Charities and Community Services of the Archdiocese of Denver 2) Charles Connell, Attorney at Law 3) Eldergarden 4) Meals on Wheels 5) North Range Behavioral Health 6) Rehabilitation and Visiting Nurse Association 7) Senior Resource Services WHEREAS, after review, the Board deems it advisable to approve said agreements, copies of which are attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the seven (7) Purchase of Services Agreements between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Human Services,Area Agency on Agency, and the various providers as listed above be, and hereby are, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreements. /� i�t CG ' �S0 cS2-au-/a 2012-1812 HR0083 RE: SEVEN PURCHASE OF SERVICES AGREEMENTS WITH VARIOUS PROVIDERS PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 16th day of July, A.D., 2012, nunc pro tune July 1, 2012. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: ca. —7— Sean P. Cq Wn y, Chair Weld County Clerk to the Boar-_ F. � � i am F. arci Pro- em BY: Deputy Cle tot - Boi. R � �� / � J ,QUA_. A i ar ara Kmeyer . .P- o ED AS ► O' ,,. r. j r David E. Long County Attorney nu,k,-s 0ovti ougltis RadernAtcher Date of signature: %'/CJ'1 2012-1812 HR0083 MEMORANDUM 1861 DATE: July 12, 2012 TO: Sean R Conway, Chair, Board of County Commis' ner FROM: Judy A. Griego, Director, Human Servi epa itfent O U NT _ RE: Purchase of Services Agreements betwee the Weld County Department of Human Services' Area Agency on Aging and Various Providers Enclosed for Board approval are Purchase of Services Agreements between the Department and Various Providers. These Agreements are funded through the Older Americans Act fund and/or the Older Coloradoan funds. The Area Agency on Aging Budget was presented under the Board's Work Session dated May 10,2012,with the requirement of completing annual Purchase of Services Agreements. These Agreements were reviewed under the Board's Pass-Around Memorandum dated July 5, 2012, and approved for placement on the Board's Agenda. Below are the major provisions of the attached Agreements: Units of Service/ No. Provider/Term Program Area Contract Amount 1 Catholic Charities and Community Outreach Services for 100 1300 Units Services of the Archdiocese of Hispanic older adults Denver Educational outreach 12 Units July 1, 2012—June 30, 2013 services for 300 Hispanic older adults Max. $37,225.00 2 Charles J. Connell, Legal Services 230 Attorney at Law Max. $7,500.00 July 1, 2012—June 30, 2013 3 Eldergarden Adult Day Services for 15 3,946 Hours Frail Seniors July 1, 2012—June 30, 2013 Max. $55,250.00 4 Meals on Wheels Home Delivered Meals for 15,361 Meals 100 Homebound Seniors July 1, 2012—June 30, 2013 Max. $61,447.00 5 North Range Behavioral Health Peer Counseling Services to 2,535 Contact Units 120 Seniors July 1,2012—June 30, 2013 Max. $49,930.00 6 Rehabilitation and Visiting Nurse Home Health Care for 50 2,626 Association Seniors not qualifying for home health care services Max. $67,972.00 July 1, 2012—June 30, 2013 through any other third party reimbursement 7 Senior Resource Services Transportation Services to 2000 Units 125 Seniors Unit Rate of$5.00 per July 1, 2012—June 30, 2013 One Way Ride Max. $10,000.00 If you have any questions, give me a call at extension 6510. 2012-1812 PURCHASE OF SERVICE AGREEMENT THIS AGREEMENT,made and entered into this Is'day of July 2012 by and between the County of Weld, State of Colorado,by and through the Board of County Commissioners of Weld County, on behalf of the Weld County Department of Human Services' Area Agency on Aging, hereinafter referred to as "AAA" and Catholic Charities and Community Services of the Archdiocese Denver Weld Regional Office, hereinafter referred to as"CCD-W". WITNESSETH; WHEREAS, "AAA"develops and administers the Area Plan for a comprehensive and coordinated system of services,and WHEREAS,"AAA"serves as the advocate and focal point for older persons with the greatest economic and social need,and WHEREAS,"Catholic Charities and Community Services of the Archdiocese Denver Weld Regional Office is a private, non-profit organization existing for the purpose of providing outreach services to low-income and minority residents of Weld County, and WHEREAS,"AAA" desires to purchase outreach services for low-income minority seniors from"CCD-W," NOW THEREFORE, it is mutually agreed: 1. "CCD-W" agrees to provide 1300 units of direct one on outreach services to 100 Hispanic seniors with a goal of reaching 100 rural seniors,32 low income elders and 32 disabled seniors. The primary target for outreach services will be Hispanic seniors who are isolated, rural, low income and disabled. A minimum of 75%of the unduplicated seniors projected to be served must newly identified clients who have not been served by this contract in the past. "CCD-W" agrees to providel2 units of group educational programs to 300 Hispanic seniors. The primary target for these outreach services will be Hispanic seniors who are isolated, rural, low income and/or disabled. 2. The"AAA"hereby agrees to award grant monies(Older Americans Act and Older Coloradoan Funds)in the sum of$37,225 to"CCD-W." 3. "CCD-W"agrees to commence services with thirty(30)days after the signing of the Agreement and assure completion of all services required hereunder by June 30,2013. 4. "CCD-W" agrees to document and report any project income received as a result of services provided under the Agreement. 5. "CCD-W"agrees to include the following statement in any written materials(pamphlets, brochures, announcements, etc.)or in any verbal presentations: "CCD-W" is supported, in part by funds provided by the Weld County Area agency on aging through the Older Americans Act." 6. "CCD-W" understands that"AAA" is required to conduct periodic evaluations of the activities conducted under this Agreement and to monitor on an ongoing basis the performance of"Catholic Charities and Community Services of the Archdiocese Denver Weld Regional Office"to insure that the funds made available by the Agreement are expended in keeping with the purposes for which they were awarded;and "Catholic Charities and Community Services of the Archdiocese Denver Weld Regional Office" accordingly agrees to cooperate fully with the"AAA" in the conduct of such evaluation and monitoring, including the keeping and supplying of such information, and providing access to documents and records to the"AAA" for the purpose of audit; and further agrees to do all things necessary to enable"AAA" to fulfill its obligation to the State of Colorado and the United States Government. 1 a©4a— /&, 7. Any changes, including any increase or decrease in the amount of"CCD-W's" compensation,and including changes in budget allocations which are mutually agreed upon by and between the"AAA" and "CCD-W", shall be incorporated in written amendments to this Agreement and in appropriate revisions to the grant proposal. 8. "CCD-W"understands and agrees that the following provisions are part of the official application and as such become binding upon commencement of the project: a. This Agreement and the provisions of services hereunder shall be subject to the laws of Colorado and be in accordance with the policies,procedures, and practices of the County, the Older Americans Act,the policies and procedures established by the State Unit on Aging, and the terms and conditions of the project application approved by"AAA". b. Understands that if there is Federal/State program income unearned at the time the project is terminated,this amount must be returned to the"AAA" unless the"AAA"otherwise stipulates. c. Understands that the project's fiscal affairs are subject to audit. If costs are disallowed,the proportion of Federal/State funds disallowed must be returned to the"AAA". d. Understands that this award is made for the period amounts stated in this Agreement. This Agreement in no way implies further funding which is contingent upon the availability of funds and approval of future project applications. e. Agrees to keep records and make reports on the forms required by the "AAA" and in accordance with guidelines issued by the State of Colorado and the Administration on Aging, specifically, i. To submit monthly financial and programmatic reports to the"AAA"by the 10th of the following month; ii. To submit a final financial report within 45 days after the end of the project year; iii. To submit other reports to the"AAA"as requested; iv. Maintain a computer system that will be able to manage all required"AAA"reporting software; v. Maintain internet access in order to transfer all required data to the"AAA". f. Agrees to advise the"AAA"of needed program and financial changes and await approval from the"AAA"prior to change implementation. g. Agrees to have policies and procedures for complaint/appeal tracking,timely disposition of complaints/appeals and documentation of such processes. h. Agrees to have a client grievance policy, which will address any alleged infractions of any federal state or local laws by `CCD-W"against recipients of or applicants for services. i. Agrees to have a policy and procedure for wait lists that meets the requirements set forth by the "AAA". j. Agrees to provide recipients receiving services the opportunity to contribute to all or part of the cost of the services received. Each recipient shall be given the opportunity to determine if they are able to contribute to all or part of the cost of services. No recipient shall be denied a service because of a failure to contribute to all or part of the cost of the service. All contributions shall be considered program income. All contributions shall be used to expand the services for which the contributions were given. k. Agrees that local cash or in-kind contributions have not been used to satisfy or match another federal grant or funds. Supplies,volunteer services, and other in-kind contributions shall be 2 valued as described under 45 C.F.R. 874.5. All matching contributions, including cash and in- kind shall be verifiable from agency records. I. Agrees to perform background checks of all employees,volunteers or subcontractors pursuant to C.R.S. 27-1-110 and in accordance with the policy of"AAA"and the State Unit on Aging. 9. Additional Work. In the event the County shall require changes in the scope, character, or complexity of the work to be performed, and said changes cause an increase or decrease in the time required or the costs to the Contractor for performance, an equitable adjustment in fees and completion time shall be negotiated between the parties and this Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the Contractor for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated supplemental Agreement. Any change in work made without such prior supplemental Agreement shall be deemed covered in the compensation and time provisions of this Agreement. 10. Independent Contractor. Contractor agrees that Contractor is an independent contractor and that neither Contractor nor Contractor's agents or employees are,or shall be deemed to be, agents or employees of the County for any purpose. Contractor shall have no authorization,express or implied,to bind the County to any agreement, liability, or understanding. The parties agree that Contractor will not become an employee of County,nor is Contractor entitled to any employee benefits from County as a result of the execution of this Agreement. 11. Warranty. Contractor warrants that services performed under this Agreement will be performed in a manner consistent with the professional standards governing such services and the provisions of this Agreement. 12. Reports County Property. All reports,test results and all other tangible materials produced in connection with the performance of this Agreement,whether or not such materials are in completed form, shall at all times be considered the property of the County. Contractor shall not make use of such material for purposes other than in connection with this Agreement without prior written approval of County. 13. Acceptance of Product not a Waiver. Upon completion of the work, Contractor shall submit to County originals of all test results, reports,etc., generated during completion of this work. Acceptance by County of reports and incidental material furnished under this Agreement shall not in any way relieve Contractor of responsibility for the quality and accuracy of the work. Acceptance by the County of, or payment for,any services performed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 14. Insurance and Indemnification. Contractor shall defend and indemnify County, its officers and agents, from and against loss or liability arising from Contractor's acts, errors or omissions in seeking to perform its obligations under this Agreement. Contractor shall provide necessary workers' compensation insurance at Contractor's own cost and expense. 15. Termination. Either party may terminate this Agreement at any time by providing the other party with a 30 day written notice thereof. Furthermore,this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement. In the event of an early termination, Contractor shall be paid for work performed up to the time of notice and County shall be entitled the use of all material generated pursuant to this Agreement. 16. Non-Assignment. Contractor may not assign or transfer this Agreement, any interest therein or claim there under, without the prior written approval of County. 17. Access to Records. County shall have access to Contractor's financial records as they relate to this Agreement for purposes of audit. Such records shall be complete and available for audit 90 days after final payment hereunder and shall be retained and available for audit purposes for at least five years after final 3 payment hereunder. 18. Time of Essence. Time is of the essence in each and all of the provisions of this Agreement. 19. Interruptions.Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement,where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions. 20. Notices. Any notice required to be given under this Agreement shall be in writing and shall be mailed or delivered to the other party at that party's address as stated above. 21. Compliance. This Agreement and the provision of services hereunder shall be subject to the laws of Colorado and be in accordance with the policies,procedures, and practices of County. 22. Non-Exclusive Agreement. This Agreement is nonexclusive and County may engage or use other contractors or persons to perform services of the same or similar nature. 23. Certification. Contractor certifies that Contractor is not an illegal immigrant,and further, Contractor represents, warrants, and agrees that it has verified that Contractor does not employ any illegal aliens. If it is discovered that Contractor is an illegal immigrant,employs illegal aliens or subcontracts with illegal aliens, County can terminate this Agreement and Contractor may be held liable for damages. 24. Entire Agreement/Modifications. This Agreement contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiation, representation, and understanding or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 25. Funding Contingency. No portion of this Agreement shall be deemed to create an obligation on the part of County to expend funds not otherwise appropriated or budgeted for. 26. No Conflict. No employee of Contractor nor any member of Contractor's family shall serve on a County Board, committee or hold any such position which either by rule, practice or action nominates, recommends, supervises Contractor's operations,or authorizes funding to Contractor. 27. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal,or unenforceable,this Agreement shall be construed and enforced without such provision,to the extent that this Agreement is then capable of execution within the original intent of the parties. 28. Governmental Immunity. No portion of this Agreement shall be deemed to constitute a waiver of any immunity the parties or their officers or employees may possess. 29. No Third Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 30. PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. [Not Applicable to agreements relating to the offer, issuance,or sale of securities, investment advisory services or fund management services, sponsored projects, intergovernmental agreements, or information technology services or products and services] Contractor certifies,warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract and will confirm the employment eligibility of all 4 employees who are newly hired for employment in the United States to perform work under this contract, through participation in the E-Verify Program or the Department program established pursuant to CRS §8- 17.5-I02(5)(c), Contractor shall not knowingly employ or contract with an illegal alien to perform work under this contract or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this contract. Contractor(a)shall not use E-Verify Program or Department program procedures to undertake pre-employment screening of job applicants while this contract is being performed,(b)shall notify the subcontractor and the contracting State agency within three days if Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien for work under this contract, (c)shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice, and(d)shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-17.5-102(5),by the Colorado Department of Labor and Employment. If Contractor participates in the Department program,Contractor shall deliver to the contracting State agency, Institution of Higher Education or political subdivision a written notarized affirmation, affirming that Contractor has examined the legal work status of such employee,and shall comply with all of the other requirements of the Department program. If Contractor fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq.,the contracting State agency, institution of higher education or political subdivision may terminate this contract for breach and, if so terminated, Contractor shall be liable for damages. 31. The term of this Agreement shall be from July 1, 2012 through June 30, 2013. 32. This Agreement may be terminated up thirty(30)days written notice by either party. This Agreement shall be terminated immediately in the event of loss of funding to the AAA. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day first written above. BOARD OF COUNTY COMMISSIONERS CATHOLIC CHARITIES AND COMMUNITY WELD COUNTY, COLORADO SERVICES OF THE ARCHDIOCES DENVER P WELD REGIO AL OFFICE Sean P. Conway, Chair JUL 1 By: Charlene Laus,Chief Financial Officer ATTES$ itle: Weld Cou Clerk to the and 5t `ifl„1 -I BY: y-ti ✓ ate: woe i p,, ,z2o/ Deputy Clerk t to Board 't /ii 1C A yi WELD COUNTY DEPARTMENT OF HUMAN SERVICES J A. Grie o, Directo WELD OU Y A A AGENCY ON AGING 5 l(/( t- ,L-}r-C° - Eva M. Je vi °A-lead O'7©/a -/cP/4 • PURCHASE OF SERVICE AGREEMENT THIS AGREEMENT,made and entered into this 1'`day of July 2012 by and between the County of Weld, State of Colorado,by and through the Board of County Commissioners of Weld County,on behalf of the Weld County Department of Human Services'Area Agency on Aging,hereinafter referred to as"AAA"and Charles J. Connell, Attorney at,hereinafter referred to as"Connell". WITNESSETH: WHEREAS,"AAA"develops and administers the Area Plan for a comprehensive and coordinated system of services, and WHEREAS,"AAA"serves as the advocate and focal point for older persons with the greatest economic and social need,and WHEREAS,"AAA""provides legal assistance to older persons through the Senior Citizens Law Project and employs a legal assistant to coordinate the Project,and WHEREAS,by the laws of the State of Colorado,the"AAA"must employ licensed attorney authorized to practice law in the state of Colorado so that the"AAA"Legal Assistant shall act under the supervision of such attorney. NOW THEREFORE, it is mutually agreed: 1. The"AAA"desires to purchase services from"CONNELL",through his expertise as an attorney licensed to practice law in the state of Colorado,for supervision of the legal assistant at the"AAA" Senior Citizen's Law Project. 2. "CONNELL"desires to provide his expertise as a licensed attorney in the state of Colorado for direction and supervision of the legal assistant at the"AAA"Senior Citizen's Law Project. 3. The"AAA"legal assistant and"CONNELL"will review applications to the Program. "CONNELL"will be available for weekly review of applications, for telephone contact by the"AAA" legal assistant,and for appearance in proceedings in court when necessary. 4. After consultation with"CONNELL",the"AAA"legal assistant shall follow up on case handling and negotiation,pursuant to the supervision and direction of"CONNELL". 5, The"AAA" Legal assistant shall be responsible for community outreach,publicity of the program,and community education. 6. The"AAA"legal assistant shall be allowed to represent persons before an agency or in an agency proceeding,or administrative tribunal,and complete necessary forms not requiring knowledge and skill beyond that possessed by the ordinary experienced and intelligent layman,as provided by Colorado law. 7. The"AAA"Senior Citizens Law Project agrees not to dispense legal advice and counsel except when under the direction and supervision of"CONNELL". 8. "CONNELL"will provide a ten-percent match for the Senior Citizen's Law Program in the form travel time and mileage to court proceedings and client conferences,access to a law library use of office phone, along with providing limited word processing,usual copying fees and ordinary postage expenses,all with a value of a least ten-percent(10%)of the total received from this agreement during 2012-2013. It is agreed that"CONNELL"shall continue to provide his own Professional Liability Insurance. The"AAA"legal OM'/• /J9ia f . assistant shall be insured for liability against errors and omissions resulting from any actions within the scope of his/her employment,the same as other employees of Weld County. 9. The"AAA"shall reimburse"CONNELL"at the rate of$32.50 per hour for consultation time and$42.50 per hour for court appearance time,up to but not exceeding the sum of$7,500(Older Americans Act funds). The"AAA"and"CONNELL"shall keep a time log record to monitor the hours worked by "CONNELL". "CONNELL"shall be paid monthly for actual services rendered in the previous month. 10. "CONNELL"agrees to commence services with thirty(30)days after the signing of the Agreement and assure completion of all services required hereunder by June 30,2013. 11. "CONNELL"agrees to document and report any project income received as a result of services provided under the Agreement. 12. "CONNELL"understands that"AAA"is required to conduct periodic evaluations of the activities conducted under this Agreement and to monitor on an ongoing basis the performance of"CONNELL "to insure that the funds made available by the Agreement are expended in keeping with the purposes for which they were awarded;and"CONNELL"accordingly agrees to cooperate fully with the"AAA"in the conduct of such evaluation and monitoring,including the keeping and supplying of such information, and providing access to documents and records to the"AAA"for the purpose of audit;and further agrees to do all things necessary to enable"AAA"to fulfill its obligation to the State of Colorado and the United States Government. 13. Any changes, including any increase or decrease in the amount of"CONNELL's"compensation, and including changes in budget allocations which are mutually agreed upon by and between the"AAA"and "CONNELL", shall be incorporated in written amendments to this Agreement and in appropriate revisions to the grant proposal. 14. "CONNELL"understands and agrees that the following provisions are part of the official application and as such become binding upon commencement of the project: a. This Agreement and the provisions of services hereunder shall be subject to the laws of Colorado and be in accordance with the policies,procedures,and practices of the County,the Older Americans Act,the policies and procedures established by the State Unit on Aging,and the terms and conditions of the project application approved by"AAA". b. Understands that if there is Federal/State program income unearned at the time the project is terminated,this amount must be returned to the"AAA"unless the"AAA"otherwise stipulates. c. Understands that the project's fiscal affairs are subject to audit. If costs are disallowed,the proportion of Federal/State funds disallowed must be returned to the"AAA". d. Understands that this award is made for the period amounts stated in this Agreement. This Agreement in no way implies further funding which is contingent upon the availability of funds and approval of future project applications. e. Agrees to keep records and make reports on the forms required by the"AAA"and in accordance with guidelines issued by the State of Colorado and the Administration on Aging,specifically, i. To submit monthly financial and programmatic reports to the"AAA"by the 10th of the following month; ii. To submit a final financial report within 45 days after the end of the project year; iii. To submit other reports to the"AAA"as requested; iv. Maintain a computer system that will be able to manage all required"AAA"reporting software; 2 f f v. Maintain intemet access in order to transfer all required data to the"AAA". f. Agrees to advise the"AAA"of needed program and financial changes and await approval from the"AAA"prior to change implementation. g. Agrees to have policies and procedures for complaint/appeal tracking,timely disposition of complaints/appeals and documentation of such processes. h. Agrees to have a client grievance policy,which will address any alleged infractions of any federal state or local laws by 'CONNELL"against recipients of or applicants for services. i. Agrees to have a policy and procedure for wait lists that meets the requirements set forth by the "AAA". j. Agrees to provide recipients receiving services the opportunity to contribute to all or part of the cost of the services received. Each recipient shall be given the opportunity to determine if they are able to contribute to all or part of the cost of services. No recipient shall be denied a service because of a failure to contribute to all or part of the cost of the service. All contributions shall be considered program income. All contributions shall be used to expand the services for which the contributions were given. k. Agrees that local cash or in-kind contributions have not been used to satisfy or match another federal grant or funds. Supplies,volunteer services,and other in-kind contributions shall be valued as described under 45 C.F.R. 874.5. All matching contributions, including cash and in- kind shall be verifiable from agency records. 15. Additional Work. In the event the County shall require changes in the scope,character,or complexity of the work to be performed,and said changes cause an increase or decrease in the time required or the costs to the Contractor for performance,an equitable adjustment in fees and completion time shall be negotiated between the parties and this Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the Contractor for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated supplemental Agreement. Any change in work made without such prior supplemental Agreement shall be deemed covered in the compensation and time provisions of this Agreement. 16. Independent Contractor. Contractor agrees that Contractor is an independent contractor and that neither Contractor nor Contractor's agents or employees are,or shall be deemed to be,agents or employees of the County for any purpose. Contractor shall have no authorization,express or implied,to bind the County to any agreement,liability,or understanding. The parties agree that Contractor will not become an employee of County,nor is Contractor entitled to any employee benefits from County as a result of the execution of this Agreement. 17. Warranty. Contractor warrants that services performed under this Agreement will be performed in a manner consistent with the professional standards governing such services and the provisions of this Agreement. 18. Reports County Property. All reports,test results and all other tangible materials,except client files produced in connection with the performance of this Agreement,whether or not such materials are in completed form, shall at all times be considered the property of the County. Contractor shall not make use of such material for purposes other than in connection with this Agreement without prior written approval of County. 19. Acceptance of Product not a Waiver. Upon completion of the work,Contractor shall submit to County originals of all test results,reports, etc.,generated during completion of this work. Acceptance by County of reports and incidental material furnished under this Agreement shall not in any way relieve Contractor of 3 4 responsibility for the quality and accuracy of the work. Acceptance by the County of,or payment for,any services performed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 20. Insurance and Indemnification. Contractor shall defend and indemnify County,its officers and agents, from and against loss or liability arising from Contractor's acts, errors or omissions in seeking to perform its obligations under this Agreement. Contractor shall provide necessary workers' compensation insurance at Contractor's own cost and expense. 21. Termination. Either party may terminate this Agreement at any time by providing the other party with a 30 day written notice thereof. Furthermore,this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement. In the event of an early termination, Contractor shall be paid for work performed up to the time of notice and County shall be entitled the use of all material generated pursuant to this Agreement. 22. Non-Assignment. Contractor may not assign or transfer this Agreement, any interest therein or claim there under,without the prior written approval of County. 23. Access to Records. County shall have access to Contractor's financial records as they relate to this Agreement for purposes of audit. Such records shall be complete and available for audit 90 days after final payment hereunder and shall be retained and available for audit purposes for at least five years after final payment hereunder. 24. Time of Essence. Time is of the essence in each and all of the provisions of this Agreement. 25. Interruptions.Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement,where such failure is due to any cause beyond its reasonable control,including but not limited to Acts of God, fires, strikes, war,flood, earthquakes or Governmental actions. 26. Notices. Any notice required to be given under this Agreement shall be in writing and shall be mailed or delivered to the other party at that party's address as stated above. 27. Compliance. This Agreement and the provision of services hereunder shall be subject to the laws of Colorado and be in accordance with the policies,procedures,and practices of County. 28. Non-Exclusive Agreement. This Agreement is nonexclusive and County may engage or use other contractors or persons to perform services of the same or similar nature. 29. Certification. Contractor certifies that Contractor is not an illegal immigrant,and further,Contractor represents,warrants,and agrees that it has verified that Contractor does not employ any illegal aliens. If it is discovered that Contractor is an illegal immigrant, employs illegal aliens or subcontracts with illegal aliens, County can terminate this Agreement and Contractor may be held liable for damages. 30. Entire Agreement/Modifications. This Agreement contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiation, representation,and understanding or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 31. Funding Contingency. No portion of this Agreement shall be deemed to create an obligation on the part of County to expend funds not otherwise appropriated or budgeted for. 32. No Conflict. No employee of Contractor nor any member of Contractor's family shall serve on a County Board,committee or hold any such position which either by rule,practice or action nominates, 4 • recommends, supervises Contractor's operations,or authorizes funding to Contractor. 33. Severability. If any term or condition of this Agreement shall be held to be invalid,illegal,or unenforceable,this Agreement shall be construed and enforced without such provision,to the extent that this Agreement is then capable of execution within the original intent of the parties. 34. Governmental Immunity,. No portion of this Agreement shall be deemed to constitute a waiver of any immunity the parties or their officers or employees may possess. 35. No Third Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement,and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 36. PUBLIC CONTRACTS FOR SERVICES. CRS §8-175-10I. [Not Applicable to agreements relating to the offer, issuance, or sale of securities,investment advisory services or fund management services, sponsored projects,intergovernmental agreements,or information technology services or products and services] Contractor certifies,warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this contract, through participation in the E-Verify Program or the Department program established pursuant to CRS §8- 17.5-102(5)(c),Contractor shall not knowingly employ or contract with an illegal alien to perform work under this contract or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this contract. Contractor(a)shall not use E-Verify Program or Department program procedures to undertake pre-employment screening of job applicants while this contract is being performed, (b)shall notify the subcontractor and the contracting State agency within three days if Contractor has actual lmowledge that a subcontractor is employing or contracting with an illegal alien for work under this contract, (c)shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice,and(d)shall comply with reasonable requests made in the course of an investigation,undertaken pursuant to CRS §8-17.5-102(5),by the Colorado Department of Labor and Employment. If Contractor participates in the Department program,Contractor shall deliver to the contracting State agency,Institution of Higher Education or political subdivision a written notarized affirmation,affirming that Contractor has examined the legal work status of such employee, and shall comply with all of the other requirements of the Department program. If Contractor fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq.,the contracting State agency, institution of higher education or political subdivision may terminate this contract for breach and, if so terminated, Contractor shall be liable for damages. 37. The term of this Agreement shall be from July 1,2012 through June 30,2013. 38. This Agreement may be terminated up thirty(30)days written notice by either party. This Agreement shall be terminated immediately in the event of loss of funding to the AAA. 5 • • IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the day fast written above. BOARD OF COUNTY COMMISSIONERS Charles-J. Conn tt 7 WELD COUNTY,COLORADO Sean P. Conway, Chair JUL • '2 By: �� Char I� J.Connell,Attorney at Law el ATTEST: S Title: Weld County Clerk to the :•ard i^,Ca- ✓961 Al — 7 i �� .� kDate: BY: � 2.d w'� �e.uty Clerk to. e Board t :),fi H YA�� v; L- WELD COUNTY DEPARTMENT OF HUMAN SERVIC S J d A4ieCre4t WELDCOUNTY AREA AGENCY ON AGING � va M.Jewell, ivi on Head 6 15/& —/cc:/ PURCHASE OF SERVICE AGREEMENT THIS AGREEMENT,made and entered into this 1s`day of July 2012 by and between the County of Weld, State of Colorado,by and through the Board of County Commissioners of Weld County,on behalf of the Weld County Department of Human Services'Area Agency on Aging,hereinafter referred to as "AAA" and Eldergarden, hereinafter referred to as"Eldergarden". WITNESSETH: WHEREAS,"AAA"develops and administers the Area Plan for a comprehensive and coordinated system of services,and WHEREAS,"AAA"serves as the advocate and focal point for older persons with the greatest economic and social need,and WHEREAS,"Eldergarden"is a private,non-profit organization existing for the purpose of adult day care services to residents of Weld County,and WHEREAS,"AAA"desires to purchase adult day services for low-income elders from"Eldergarden" NOW THEREFORE,it is mutually agreed: 1. The"AAA"hereby agrees to award grant monies(under the Older Americans Act and Older Coloradoan State Funding for Senior Services)in the sum of$55,250 to"Eldergarden." 2. "Eldergarden"agrees to provide 3,946 units of adult day care to 15 seniors with a goal of reaching 3 rural seniors,3 minority seniors and 15 disabled/frail seniors. 3. The"AAA"agrees to reimburse"Eldergarden"for all eligible project costs up to but not exceeding the sum of$55,250 at an hourly rate of$14.00. 4. "Eldergarden"agrees to commence services with thirty(30)days after the signing of the Agreement and assure completion of all services required hereunder by June 30,2013. 5. "Eldergarden"agrees to document and report any project income received as a result of services provided under the Agreement. 6. "Eldergarden"agrees to include the following statement in any written materials(pamphlets,brochures, announcements,etc.)or in any verbal presentations:"Eldergarden" is supported, in part by funds provided by the Weld County Area agency on aging through the Older Americans Act." 7. "Eldergarden"understands that"AAA"is required to conduct periodic evaluations of the activities conducted under this Agreement and to monitor on an ongoing basis the performance of"Eldergarden"to insure that the funds made available by the Agreement are expended in keeping with the purposes for which they were awarded;and"Eldergarden"accordingly agrees to cooperate fully with the"AAA" in the conduct of such evaluation and monitoring, including the keeping and supplying of such information,and providing access to documents and records to the"AAA"for the purpose of audit; and further agrees to do all things necessary to enable"AAA"to fulfill its obligation to the State of Colorado and the United States Government. 8. Any changes, including any increase or decrease in the amount of"Eldergarden's"compensation,and including changes in budget allocations which are mutually agreed upon by and between the"AAA"and "Eldergarden",shall be incorporated in written amendments to this Agreement and in appropriate revisions to the grant proposal. 1 cPC/a-/fro? 9. "Eldergarden"understands and agrees that the following provisions are part of the official application and as such become binding upon commencement of the project: a. This Agreement and the provisions of services hereunder shall be subject to the laws of Colorado and be in accordance with the policies,procedures,and practices of the County,the Older Americans Act,the policies and procedures established by the State Unit on Aging,and the terms and conditions of the project application approved by"AAA". b. Understands that if there is Federal/State program income unearned at the time the project is terminated,this amount must be returned to the"AAA"unless the"AAA"otherwise stipulates. c. Understands that the project's fiscal affairs are subject to audit. If costs are disallowed,the proportion of Federal/State funds disallowed must be returned to the"AAA". d. Understands that this award is made for the period amounts stated in this Agreement. This Agreement in no way implies further funding which is contingent upon the availability of funds and approval of future project applications. e. Agrees to keep records and make reports on the forms required by the"AAA"and in accordance with guidelines issued by the State of Colorado and the Administration on Aging, specifically, i. To submit monthly financial and programmatic reports to the"AAA"by the 10th of the following month; ii. To submit a final financial report within 45 days after the end of the project year; iii. To submit other reports to the"AAA"as requested; iv. Maintain a computer system that will be able to manage all required"AAA"reporting software; v. Maintain intemet access in order to transfer all required data to the"AAA". f. Agrees to advise the"AAA"of needed program and financial changes and await approval from the"AAA"prior to change implementation. g. Agrees to have policies and procedures for complaint/appeal tracking,timely disposition of complaints/appeals and documentation of such processes. h. Agrees to have a client grievance policy,which will address any alleged infractions of any federal state or local laws by`Eldergarden"against recipients of or applicants for services. i. Agrees to have a policy and procedure for wait lists that meets the requirements set forth by the "AAA". j. Agrees to provide recipients receiving services the opportunity to contribute to all or part of the cost of the services received. Each recipient shall be given the opportunity to determine if they are able to contribute to all or part of the cost of services. No recipient shall be denied a service because of a failure to contribute to all or part of the cost of the service. All contributions shall be considered program income. All contributions shall be used to expand the services for which the contributions were given. k. Agrees that local cash or in-kind contributions have not been used to satisfy or match another federal grant or funds. Supplies,volunteer services,and other in-kind contributions shall be valued as described under 45 C.F.R. 874.5. All matching contributions, including cash and in- kind shall be verifiable from agency records. I. Agrees to perform background checks of all employees,volunteers or subcontractors pursuant to 2 C.R.S. 27-1-110 and in accordance with the policy of AAA and the State Unit on Aging. 10. Additional Work. In the event the County shall require changes in the scope, character, or complexity of the work to be performed,and said changes cause an increase or decrease in the time required or the costs to the Contractor for performance,an equitable adjustment in fees and completion time shall be negotiated between the parties and this Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the Contractor for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated supplemental Agreement. Any change in work made without such prior supplemental Agreement shall be deemed covered in the compensation and time provisions of this Agreement. 11. Independent Contractor. Contractor agrees that Contractor is an independent contractor and that neither Contractor nor Contractor's agents or employees are,or shall be deemed to be,agents or employees of the County for any purpose. Contractor shall have no authorization,express or implied,to bind the County to any agreement,liability,or understanding. The parties agree that Contractor will not become an employee of County,nor is Contractor entitled to any employee benefits from County as a result of the execution of this Agreement. 12. Warranty. Contractor warrants that services performed under this Agreement will be performed in a manner consistent with the professional standards governing such services and the provisions of this Agreement. 13. Reports County Property. All reports,test results and all other tangible materials produced in connection with the performance of this Agreement,whether or not such materials are in completed form, shall at all times be considered the property of the County. Contractor shall not make use of such material for purposes other than in connection with this Agreement without prior written approval of County. 14. Acceptance of Product not a Waiver. Upon completion of the work, Contractor shall submit to County originals of all test results,reports, etc.,generated during completion of this work. Acceptance by County of reports and incidental material furnished under this Agreement shall not in any way relieve Contractor of responsibility for the quality and accuracy of the work. Acceptance by the County of,or payment for,any services performed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 15. Insurance and Indemnification. Contractor shall defend and indemnify County, its officers and agents, from and against loss or liability arising from Contractor's acts,errors or omissions in seeking to perform its obligations under this Agreement. Contractor shall provide necessary workers' compensation insurance at Contractor's own cost and expense. 16. Termination. Either party may terminate this Agreement at any time by providing the other party with a 30 day written notice thereof. Furthermore,this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement. In the event of an early termination,Contractor shall be paid for work performed up to the time of notice and County shall be entitled the use of all material generated pursuant to this Agreement. 17. Non-Assignment. Contractor may not assign or transfer this Agreement, any interest therein or claim there under,without the prior written approval of County. 18. Access to Records. County shall have access to Contractor's financial records as they relate to this Agreement for purposes of audit. Such records shall be complete and available for audit 90 days after final payment hereunder and shall be retained and available for audit purposes for at least five years after final payment hereunder. 19. Time of Essence. Time is of the essence in each and all of the provisions of this Agreement. 3 20. Interruptions.Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement,where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God,fires, strikes,war,flood, earthquakes or Governmental actions. 21. Notices. Any notice required to be given under this Agreement shall be in writing and shall be mailed or delivered to the other party at that party's address as stated above. 22. Compliance. This Agreement and the provision of services hereunder shall be subject to the laws of Colorado and be in accordance with the policies,procedures,and practices of County. 23. Non-Exclusive Agreement. This Agreement is nonexclusive and County may engage or use other contractors or persons to perform services of the same or similar nature. 24. Certification. Contractor certifies that Contractor is not an illegal immigrant,and further,Contractor represents,warrants,and agrees that it has verified that Contractor does not employ any illegal aliens. If it is discovered that Contractor is an illegal immigrant, employs illegal aliens or subcontracts with illegal aliens,County can terminate this Agreement and Contractor may be held liable for damages. 25. Entire Agreement/Modifications. This Agreement contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiation, representation,and understanding or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 26. Funding Contingency. No portion of this Agreement shall be deemed to create an obligation on the part of County to expend funds not otherwise appropriated or budgeted for. 27. No Conflict. No employee of Contractor nor any member of Contractor's family shall serve on a County Board, committee or hold any such position which either by rule,practice or action nominates, recommends,supervises Contractor's operations,or authorizes funding to Contractor. 28. Severability. If any term or condition of this Agreement shall be held to be invalid,illegal,or unenforceable,this Agreement shall be construed and enforced without such provision,to the extent that this Agreement is then capable of execution within the original intent of the parties. 29. Governmental Immunity. No portion of this Agreement shall be deemed to constitute a waiver of any immunity the parties or their officers or employees may possess. 30. No Third Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement,and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 31. PUBLIC CONTRACTS FOR SERVICES.CRS §8-17.5-101. [Not Applicable to agreements relating to the offer,issuance,or sale of securities, investment advisory services or fund management services, sponsored projects, intergovernmental agreements,or information technology services or products and services] Contractor certifies,warrants,and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this contract, through participation in the E-Verify Program or the Department program established pursuant to CRS §8- 17.5-102(5)(c),Contractor shall not knowingly employ or contract with an illegal alien to perform work under this contract or enter into a contract with a subcontractor that fails to certify to Contractor that the 4 • subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this contract. Contractor(a)shall not use E-Verify Program or Department program procedures to undertake pre-employment screening of job applicants while this contract is being performed, (b)shall notify the subcontractor and the contracting State agency within three days if Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien for work under this contract,(c)shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice,and(d)shall comply with reasonable requests made in the course of an investigation,undertaken pursuant to CRS §8-17.5-102(5),by the Colorado Department of Labor and Employment.If Contractor participates in the Department program,Contractor shall deliver to the contracting State agency, Institution of Higher Education or political subdivision a written,notarized affirmation,affirming that Contractor has examined the legal work status of such employee,and shall comply with all of the other requirements of the Department program.If Contractor fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq.,the contracting State agency, institution of higher education or political subdivision may terminate this contract for breach and, if so terminated, Contractor shall be liable for damages. 32. The term of this Agreement shall be from July 1,2012 through June 30,2013. 33. This Agreement may be terminated up thirty(30)days written notice by either party. This Agreement shall be terminated immediately in the event of loss of finding to the AAA. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the day first written above. BOARD OF COUNTY COMMISSIONERS ELDERGARDEN WELD COUNTY,COLORADO 27th Avenue Greeley, CO 80634 Sean P.Conway,Chair JUL 16 Mb' By: -T>e`ceL t ( e t 1, JudyrVanEgdom,Executive Direettor ATTEST: `,Y '�' Title: Weld County Clerk to the oard tab s:‘, tia r. BY: i Date: - D / Deputy Clerk t e Board l; „ ,�' WELD COUNTY DEPARTMENT OF HUMAN SERVICES Ju A. Grieg , ire to WELD A AGENCY ON AGING Eva M. Je , ision Head 5 ae'ia-ici(2- PURCHASE OF SERVICE AGREEMENT THIS AGREEMENT,made and entered into this 1st day of July 2012 by and between the County of Weld, State of Colorado,by and through the Board of County Commissioners of Weld County,on behalf of the Weld County Department of Human Services'Area Agency on Aging,hereinafter referred to as"AAA"and Meals on Wheels hereinafter referred to as"MOW'. WITNESSETH: WHEREAS,"AAA"develops and administers the Area Plan for a comprehensive and coordinated system of services,and WHEREAS,"AAA"serves as the advocate and focal point for older persons with the greatest economic and social need,and WHEREAS,"MOW'is a private,non-profit organization existing for the purpose of providing home delivered meals to homebound residents of Weld County,and WHEREAS,"AAA"desires to purchase home delivered meals for low-income elders from"MOW' NOW THEREFORE, it is mutually agreed: 1. The"AAA"hereby agrees to award grant monies(under the Older Americans Act and Older Coloradoan State Funding for Senior Services)in the sum of$61,447 to"MOW." 2. The"AAA"hereby agrees to award"MOW"a percentage of the Nutrition Services Incentive Program (NSIP)reimbursement. The reimbursement will be based on a per meal rate for every meal served to an eligible Title III recipient for the purpose of serving the number of meals in paragraph 3. 3. "MOW'agrees to provide 15,361 meals to approximately 100 seniors with a goal of reaching 30 rural seniors,30 Hispanic seniors and 100 homebound seniors. Homebound status must be formally re- evaluated every 6 months. Unit cost reimbursement for each meal that meets the 33 1/3 RDI requirements is$4.00. 4. "MOW"agrees to commence services with thirty(30)days after the signing of the Agreement and assure completion of all services required hereunder by June 30,2013. 5. "MOW'agrees to document and report any project income received as a result of services provided under the Agreement. 6. "MOW"agrees to include the following statement in any written materials(pamphlets,brochures, announcements,etc.)or in any verbal presentations: "MOW' is supported, in part by funds provided by the Weld County Area agency on aging through the Older Americans Act." 7. "MOW"understands that"AAA" is required to conduct periodic evaluations of the activities conducted under this Agreement and to monitor on an ongoing basis the performance of"MOW"to insure that the funds made available by the Agreement are expended in keeping with the purposes for which they were awarded;and"MOW"accordingly agrees to cooperate fully with the"AAA" in the conduct of such evaluation and monitoring, including the keeping and supplying of such information,and providing access to documents and records to the"AAA"for the purpose of audit;and further agrees to do all things necessary to enable"AAA"to fulfill its obligation to the State of Colorado and the United States Government. 0?0/a-41•7i4 8. Any changes,including any increase or decrease in the amount of"MOW's"compensation,and including changes in budget allocations which are mutually agreed upon by and between the"AAA"and"MOW", shall be incorporated in written amendments to this Agreement and in appropriate revisions to the grant proposal. 9. "MOW"understands and agrees that the following provisions are part of the official application and as such become binding upon commencement of the project: a. This Agreement and the provisions of services hereunder shall be subject to the laws of Colorado and be in accordance with the policies,procedures,and practices of the County,the Older Americans Act,the policies and procedures established by the State Unit on Aging,and the terms and conditions of the project application approved by"AAA". b. Understands that if there is Federal/State program income unearned at the time the project is terminated,this amount must be returned to the"AAA"unless the"AAA"otherwise stipulates. c. Understands that the project's fiscal affairs are subject to audit. If costs are disallowed,the proportion of Federal/State funds disallowed must be returned to the"AAA". d. Understands that this award is made for the period amounts stated in this Agreement. This Agreement in no way implies further funding which is contingent upon the availability of funds and approval of future project applications. e. Agrees to keep records and make reports on the forms required by the"AAA"and in accordance with guidelines issued by the State of Colorado and the Administration on Aging,specifically, i. To submit monthly financial and programmatic reports to the"AAA"by the 10th of the following month; ii. To submit a final financial report within 45 days after the end of the project year; iii. To submit other reports to the"AAA"as requested; iv. Maintain a computer system that will be able to manage all required"AAA" reporting software; v. Maintain internet access in order to transfer all required data to the"AAA". f Agrees to advise the"AAA"of needed program and financial changes and await approval from the"AAA"prior to change implementation. g. Agrees to have policies and procedures for complaint/appeal tracking,timely disposition of complaints/appeals and documentation of such processes. h. Agrees to have a client grievance policy,which will address any alleged infractions of any federal state or local laws by 'MOW'against recipients of or applicants for services. i. Agrees to have a policy and procedure for wait lists that meets the requirements set forth by the "AAA". j. Agrees to provide recipients receiving services the opportunity to contribute to all or part of the cost of the services received. Each recipient shall be given the opportunity to determine if they are able to contribute to all or part of the cost of services. No recipient shall be denied a service because of a failure to contribute to all or part of the cost of the service. All contributions shall be considered program income. All contributions shall be used to expand the services for which the contributions were given. 2 k. Agrees that local cash or in-kind contributions have not been used to satisfy or match another federal grant or funds. Supplies,volunteer services,and other in-kind contributions shall be valued as described under 45 C.F.R. 874.5. All matching contributions, including cash and in- kind shall be verifiable from agency records. I. Agrees to perform background checks of all employees,volunteers or subcontractors pursuant to C.R.S.27-1-110 and in accordance with the policy of"AAA"and the State Unit on Aging. 10. Additional Work. In the event the County shall require changes in the scope,character,or complexity of the work to be performed,and said changes cause an increase or decrease in the time required or the costs to the Contractor for performance,an equitable adjustment in fees and completion time shall be negotiated between the parties and this Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the Contractor for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated supplemental Agreement. Any change in work made without such prior supplemental Agreement shall be deemed covered in the compensation and time provisions of this Agreement. II. Independent Contractor. Contractor agrees that Contractor is an independent contractor and that neither Contractor nor Contractor's agents or employees are,or shall be deemed to be,agents or employees of the County for any purpose. Contractor shall have no authorization,express or implied,to bind the County to any agreement,liability,or understanding. The parties agree that Contractor will not become an employee of County,nor is Contractor entitled to any employee benefits from County as a result of the execution of this Agreement. 12. Warranty. Contractor warrants that services performed under this Agreement will be performed in a manner consistent with the professional standards governing such services and the provisions of this Agreement. 13. Reports County Property. All reports,test results and all other tangible materials produced in connection with the performance of this Agreement,whether or not such materials are in completed form, shall at all times be considered the property of the County. Contractor shall not make use of such material for purposes other than in connection with this Agreement without prior written approval of County. 14. Acceptance of Product not a Waiver. Upon completion of the work, Contractor shall submit to County originals of all test results,reports,etc.,generated during completion of this work. Acceptance by County of reports and incidental material furnished under this Agreement shall not in any way relieve Contractor of responsibility for the quality and accuracy of the work. Acceptance by the County of,or payment for,any services performed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 15. Insurance and Indemnification. Contractor shall defend and indemnify County, its officers and agents, from and against loss or liability arising from Contractor's acts,errors or omissions in seeking to perform its obligations under this Agreement. Contractor shall provide necessary workers' compensation insurance at Contractor's own cost and expense. 16. Termination. Either party may terminate this Agreement at any time by providing the other party with a 30 day written notice thereof. Furthermore,this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement. In the event of an early termination,Contractor shall be paid for work performed up to the time of notice and County shall be entitled the use of all material generated pursuant to this Agreement. 17. Non-Assignment. Contractor may not assign or transfer this Agreement, any interest therein or claim there under,without the prior written approval of County. 3 18. Access to Records. County shall have access to Contractor's financial records as they relate to this Agreement for purposes of audit. Such records shall be complete and available for audit 90 days after final payment hereunder and shall be retained and available for audit purposes for at least five years after final payment hereunder. 19. Time of Essence. Time is of the essence in each and all of the provisions of this Agreement. 20. Interruptions.Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes,war,flood, earthquakes or Governmental actions. 21. Notices. Any notice required to be given under this Agreement shall be in writing and shall be mailed or delivered to the other party at that party's address as stated above. 22. Compliance. This Agreement and the provision of services hereunder shall be subject to the laws of Colorado and be in accordance with the policies,procedures,and practices of County. 23. Non-Exclusive Agreement This Agreement is nonexclusive and County may engage or use other contractors or persons to perform services of the same or similar nature. 24. Certification. Contractor certifies that Contractor is not an illegal immigrant,and further,Contractor represents,warrants,and agrees that it has verified that Contractor does not employ any illegal aliens. If it is discovered that Contractor is an illegal immigrant,employs illegal aliens or subcontracts with illegal aliens,County can terminate this Agreement and Contractor may be held liable for damages. 25. Entire Agreement/Modifications. This Agreement contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiation, representation, and understanding or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 26. Funding Contingency. No portion of this Agreement shall be deemed to create an obligation on the part of County to expend funds not otherwise appropriated or budgeted for. 27. No Conflict. No employee of Contractor nor any member of Contractor's family shall serve on a County Board,committee or hold any such position which either by rule,practice or action nominates, recommends,supervises Contractor's operations,or authorizes funding to Contractor. 28. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal,or unenforceable,this Agreement shall be construed and enforced without such provision,to the extent that this Agreement is then capable of execution within the original intent of the parties. 29. Governmental Immunity. No portion of this Agreement shall be deemed to constitute a waiver of any immunity the parties or their officers or employees may possess. 30. No Third Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 31. PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. [Not Applicable to agreements relating to the offer, issuance,or sale of securities, investment advisory services or fund management services, 4 sponsored projects, intergovernmental agreements,or information technology services or products and services] Contractor certifies,warrants,and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this contract, through participation in the E-Verify Program or the Department program established pursuant to CRS §8- 17.5-102(5)(c),Contractor shall not knowingly employ or contract with an illegal alien to perform work under this contract or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this contract. Contractor(a)shall not use E-Verify Program or Department program procedures to undertake pre-employment screening of job applicants while this contract is being performed,(b)shall notify the subcontractor and the contracting State agency within three days if Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien for work under this contract,(c)shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice, and(d)shall comply with reasonable requests made in the course of an investigation,undertaken pursuant to CRS §8-17.5-102(5),by the Colorado Department of Labor and Employment. If Contractor participates in the Department program,Contractor shall deliver to the contracting State agency,Institution of Higher Education or political subdivision a written,notarized affirmation,affirming that Contractor has examined the legal work status of such employee,and shall comply with all of the other requirements of the Department program. If Contractor fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq.,the contracting State agency, institution of higher education or political subdivision may terminate this contract for breach and, if so terminated, Contractor shall be liable for damages. 32. The term of this Agreement shall be from July 1,2012 through June 30,2013. 33. This Agreement may be terminated up thirty(30)days written notice by either party. This Agreement shall be terminated immediately in the event of loss of funding to the AAA. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the day first written above. BOARD OF COUNTY COMMISSIONERS Meals on Wheels WELD COUNTY,COLORADO 2131 9 Street Greeley, CO 80631 Sean P. Conway,Chair JUL 1 By ti Ma arg Cox ATTEST-. /}) Title: Title: Weld County Clerk to the :oard 1.61 cs i, P$;,2' � Date: eputy Clerk t. e Board P nVck, WELD COUNTY DEPARTMENT OF HUMAN SERVICES J y A.Grie o, Director 5 WELD C NT AGENCY ON AGING va M. Jewell, psi n Head 320/a _/39' PURCHASE OF SERVICE AGREEMENT THIS AGREEMENT,made and entered into this 1s'day of July 2012 by and between the County of Weld, State of Colorado,by and through the Board of County Commissioners of Weld County, on behalf of the Weld County Department of Human Services'Area Agency on Aging,hereinafter referred to as "AAA"and North Range Behavioral Health,hereinafter referred to as"NRBH". WITNESSETH: WHEREAS,"AAA"develops and administers the Area Plan for a comprehensive and coordinated system of services,and WHEREAS,"AAA"serves as the advocate and focal point for older persons with the greatest economic and social need, and WHEREAS,"NRBH" is a private,non-profit organization existing for the purpose providing mental health services to residents of Weld County,and WHEREAS,"AAA"desires to purchase peer counseling services for low-income elders from"NRBH" NOW THEREFORE, it is mutually agreed: I. The"AAA"hereby agrees to award grant monies(under the Older Americans Act and Older Coloradoan State Funding for Senior Services)in the sum of$49.930 to"NRBH." 2. "NRBH"agrees to provide 2 535 units of Peer Counseling to 120 older adults with the goal of serving 30 rural elders and 15 Hispanic elders and 20 disabled/frail older adults. 3. The"AAA"agrees to reimburse"NRBH"for all eligible project costs up to by not exceeding the sum of $49,930 at an hourly rate of$19.70 per hour. 4. "NRBH"agrees to commence services with thirty(30)days after the signing of the Agreement and assure completion of all services required hereunder by June 30,2013. 5. "NRBH"agrees to document and report any project income received as a result of services provided under the Agreement. 6. "NRBH"agrees to include the following statement in any written materials(pamphlets,brochures, announcements, etc.)or in any verbal presentations: "NRBH"is supported, in part by funds provided by the Weld County Area agency on aging through the Older Americans Act." 7. "NRBH"understands that"AAA" is required to conduct periodic evaluations of the activities conducted under this Agreement and to monitor on an ongoing basis the performance of"NRBH"to insure that the funds made available by the Agreement are expended in keeping with the purposes for which they were awarded;and"NRBH"accordingly agrees to cooperate fully with the"AAA"in the conduct of such evaluation and monitoring, including the keeping and supplying of such information, and providing access to documents and records to the"AAA"for the purpose of audit; and further agrees to do all things necessary to enable"AAA"to fulfill its obligation to the State of Colorado and the United States Government. 8. Any changes, including any increase or decrease in the amount of"NRBH's"compensation, and including changes in budget allocations which are mutually agreed upon by and between the"AAA"and"NRBH", shall be incorporated in written amendments to this Agreement and in appropriate revisions to the grant proposal. 1 aria-it�Y/4 9. "NRBH"understands and agrees that the following provisions are part of the official application and as such become binding upon commencement of the project: a. This Agreement and the provisions of services hereunder shall be subject to the laws of Colorado and be in accordance with the policies,procedures,and practices of the County,the Older Americans Act,the policies and procedures established by the State Unit on Aging,and the terms and conditions of the project application approved by"AAA". b. Understands that if there is Federal/State program income uneamed at the time the project is terminated,this amount must be returned to the"AAA"unless the"AAA"otherwise stipulates. c. Understands that the project's fiscal affairs are subject to audit. If costs are disallowed,the proportion of Federal/State funds disallowed must be returned to the"AAA". d. Understands that this award is made for the period amounts stated in this Agreement. This Agreement in no way implies further funding which is contingent upon the availability of funds and approval of future project applications. e. Agrees to keep records and make reports on the forms required by the"AAA"and in accordance with guidelines issued by the State of Colorado and the Administration on Aging, specifically, i. To submit monthly financial and programmatic reports to the"AAA"by the 10th of the following month; ii. To submit a final financial report within 45 days after the end of the project year; iii. To submit other reports to the"AAA"as requested; iv. Maintain a computer system that will be able to manage all required"AAA"reporting software; v. Maintain intemet access in order to transfer all required data to the"AAA". f. Agrees to advise the"AAA"of needed program and financial changes and await approval from the"AAA"prior to change implementation. g. Agrees to have policies and procedures for complaint/appeal tracking,timely disposition of complaints/appeals and documentation of such processes. h. Agrees to have a client grievance policy,which will address any alleged infractions of any federal state or local laws by `NRBH"against recipients of or applicants for services. i. Agrees to have a policy and procedure for wait lists that meets the requirements set forth by the "AAA". j. Agrees to provide recipients receiving services the opportunity to contribute to all or part of the cost of the services received. Each recipient shall be given the opportunity to determine if they are able to contribute to all or part of the cost of services. No recipient shall be denied a service because of a failure to contribute to all or part of the cost of the service. All contributions shall be considered program income. All contributions shall be used to expand the services for which the contributions were given. k. Agrees that local cash or in-kind contributions have not been used to satisfy or match another federal grant or funds. Supplies, volunteer services,and other in-kind contributions shall be valued as described under 45 C.F.R. 874.5. All matching contributions, including cash and in- kind shall be verifiable from agency records. I. Agrees to perform background checks of all employees,volunteers or subcontractors pursuant to 2 C.R.S. 27-1-110 and in accordance with the policy of"AAA"and the State Unit on Aging. 10. Additional Work. In the event the County shall require changes in the scope, character,or complexity of the work to be performed,and said changes cause an increase or decrease in the time required or the costs to the Contractor for performance,an equitable adjustment in fees and completion time shall be negotiated between the parties and this Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the Contractor for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated supplemental Agreement. Any change in work made without such prior supplemental Agreement shall be deemed covered in the compensation and time provisions of this Agreement. 11. Independent Contractor. Contractor agrees that Contractor is an independent contractor and that neither Contractor nor Contractor's agents or employees are,or shall be deemed to be,agents or employees of the County for any purpose. Contractor shall have no authorization,express or implied,to bind the County to any agreement, liability,or understanding. The parties agree that Contractor will not become an employee of County,nor is Contractor entitled to any employee benefits from County as a result of the execution of this Agreement. 12. Warranty. Contractor warrants that services performed under this Agreement will be performed in a manner consistent with the professional standards governing such services and the provisions of this Agreement. 13. Reports County Property. All reports,test results and all other tangible materials produced in connection with the performance of this Agreement,whether or not such materials are in completed form, shall at all times be considered the property of the County. Contractor shall not make use of such material for purposes other than in connection with this Agreement without prior written approval of County. 14. Acceptance of Product not a Waiver. Upon completion of the work, Contractor shall submit to County originals of all test results,reports,etc.,generated during completion of this work. Acceptance by County of reports and incidental material furnished under this Agreement shall not in any way relieve Contractor of responsibility for the quality and accuracy of the work. Acceptance by the County of,or payment for,any services performed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 15. Insurance and Indemnification. Contractor shall defend and indemnify County, its officers and agents, from and against loss or liability arising from Contractor's acts, errors or omissions in seeking to perform its obligations under this Agreement. Contractor shall provide necessary workers' compensation insurance at Contractor's own cost and expense. 16. Termination. Either party may terminate this Agreement at any time by providing the other party with a 30 day written notice thereof. Furthermore,this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement. In the event of an early termination,Contractor shall be paid for work performed up to the time of notice and County shall be entitled the use of all material generated pursuant to this Agreement. 17. Non-Assignment. Contractor may not assign or transfer this Agreement,any interest therein or claim there under,without the prior written approval of County. 18. Access to Records. County shall have access to Contractor's financial records as they relate to this Agreement for purposes of audit. Such records shall be complete and available for audit 90 days after final payment hereunder and shall be retained and available for audit purposes for at least five years after fmal payment hereunder. 19. Time of Essence. Time is of the essence in each and all of the provisions of this Agreement. 3 20. Interruptions.Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement,where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God,fires, strikes,war,flood, earthquakes or Governmental actions. 21. Notices. Any notice required to be given under this Agreement shall be in writing and shall be mailed or delivered to the other party at that party's address as stated above. 22. Compliance. This Agreement and the provision of services hereunder shall be subject to the laws of Colorado and be in accordance with the policies,procedures, and practices of County. 23. Non-Exclusive Agreement. This Agreement is nonexclusive and County may engage or use other contractors or persons to perform services of the same or similar nature. 24. Certification. Contractor certifies that Contractor is not an illegal immigrant,and further, Contractor represents,warrants,and agrees that it has verified that Contractor does not employ any illegal aliens. If it is discovered that Contractor is an illegal immigrant,employs illegal aliens or subcontracts with illegal aliens,County can terminate this Agreement and Contractor may be held liable for damages. 25. Entire Agreement/Modifications. This Agreement contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiation, representation,and understanding or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 26. Funding Contingency. No portion of this Agreement shall be deemed to create an obligation on the part of County to expend funds not otherwise appropriated or budgeted for. 27. No Conflict. No employee of Contractor nor any member of Contractor's family shall serve on a County Board,committee or hold any such position which either by rule, practice or action nominates, recommends, supervises Contractor's operations, or authorizes funding to Contractor. 28. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable,this Agreement shall be construed and enforced without such provision,to the extent that this Agreement is then capable of execution within the original intent of the parties. 29. Governmental Immunity. No portion of this Agreement shall be deemed to constitute a waiver of any immunity the parties or their officers or employees may possess. 30. No Third Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement,and all rights of action relating to such enforcement,shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 31. PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. [Not Applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory services or fund management services, sponsored projects, intergovernmental agreements,or information technology services or products and services] Contractor certifies,warrants,and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this contract, through participation in the E-Verify Program or the Department program established pursuant to CRS §8- 17.5-102(5)(c), Contractor shall not knowingly employ or contract with an illegal alien to perform work under this contract or enter into a contract with a subcontractor that fails to certify to Contractor that the 4 subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this contract. Contractor(a)shall not use E-Verify Program or Department program procedures to undertake pre-employment screening of job applicants while this contract is being performed,(b)shall notify the subcontractor and the contracting State agency within three days if Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien for work under this contract, (c)shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice,and(d)shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-17.5-102(5),by the Colorado Department of Labor and Employment. If Contractor participates in the Department program,Contractor shall deliver to the contracting State agency, Institution of Higher Education or political subdivision a written,notarized affirmation,affirming that Contractor has examined the legal work status of such employee, and shall comply with all of the other requirements of the Department program. If Contractor fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq.,the contracting State agency, institution of higher education or political subdivision may terminate this contract for breach and, if so terminated, Contractor shall be liable for damages. 32. The term of this Agreement shall be from July 1,2012 through June 30,2013. 33. This Agreement may be terminated up thirty(30)days written notice by either party. This Agreement shall be terminated immediately in the event of loss of funding to the AAA. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the day first written above. BOARD OF COUNTY COMMISSIONERS North Ran e Behavioral Health WELD COUNTY, COLORADO 2 By: Sean P. Conway,Chair JQLr Larry D.Pottorf Title: Executive Director 11 is ATTEST: 3✓ '�" �� k• _ r� ate: 67/171 Weld Cou Clerk to th and a6t �g BY: 1LGC, kris Deputy Clerk t e Board ` WELD COUNTY DEPARTMENT OF HUMAN SERVICES Ju . Grieg hector WE D UNT AGENCY ON AGING CJ r) Eva M.Jewel , rvisi n Head 5 c7f eva `A0 /o, PURCHASE OF SERVICE AGREEMENT THIS AGREEMENT, made and entered into this 1st day of July 2012 by and between the County of Weld, State of Colorado,by and through the Board of County Commissioners of Weld County,on behalf of the Weld County Department of Human Services'Area Agency on Aging,hereinafter referred to as "AAA" and Rehabilitation and Visiting Nurse Association hereinafter referred to as"RVNA". WITNESSETH: WHEREAS,"AAA"develops and administers the Area Plan for a comprehensive and coordinated system of services,and WHEREAS,"AAA" serves as the advocate and focal point for older persons with the greatest economic and social need,and WHEREAS,"RVNA" is a private,non-profit organization existing for the purpose of providing home health care services to residents of Weld County, and WHEREAS,"AAA" desires to purchase home health care for low-income elders from"RVNA" NOW THEREFORE, it is mutually agreed: I. The"AAA"hereby agrees to award grant monies(under the Older Americans Act and Older Coloradoan State Funding for Senior Services) in the sum of$67,972 to"RVNA." 2. The"AAA" agrees to reimburse"RVNA" for all eligible project costs up to by not exceeding the sum of $62,972 at an hourly rate of$22.07 The"AAA"also agrees to reimburse"RVNA" for all eligible nursing services up to but not to exceed the sum of$2,500 at an hourly rate of$105.00 and Certified Nursing Assistant services up to but not to exceed the sum of$2,500 at an hourly rate of$29.00. 3. "RVNA" agrees to provide 2 626 units of homemaker/personal care for 50 seniors with the goal of serving 20 rural seniors and 12 Hispanic seniors. "RVNA agrees to provide 86 units of Certified Nursing Assistant services for 5 seniors with the goal of serving 1 rural elder, I Hispanic senior. If skilled services are not needed during the contract period funds allocated to this service may be used to provide non-skilled services. RVNA agrees to provide 24 units of skilled nursing for 5 seniors with the goal of serving 1 rural elder, 1 Hispanic senior. If Certified Nursing services are not needed during the contract period funds allocated to this service may be used to provide non-skilled services. 4. "RVNA" agrees to commence services with thirty(30)days after the signing of the Agreement and assure completion of all services required hereunder by June 30,2013. 5. "RVNA"agrees to document and report any project income received as a result of services provided under the Agreement. 6. "RVNA"agrees to include the following statement in any written materials(pamphlets,brochures, announcements, etc.) or in any verbal presentations: "RVNA" is supported, in part by funds provided by the Weld County Area agency on aging through the Older Americans Act." 7. "RVNA" understands that"AAA" is required to conduct periodic evaluations of the activities conducted under this Agreement and to monitor on an ongoing basis the performance of"RVNA"to insure that the funds made available by the Agreement are expended in keeping with the purposes for which they were a,DA? —/S/c awarded;and"RVNA" accordingly agrees to cooperate fully with the"AAA" in the conduct of such evaluation and monitoring, including the keeping and supplying of such information,and providing access to documents and records to the"AAA" for the purpose of audit; and further agrees to do all things necessary to enable"AAA"to fulfill its obligation to the State of Colorado and the United States Government. 8. Any changes, including any increase or decrease in the amount of"RVNA's"compensation,and including changes in budget allocations which are mutually agreed upon by and between the"AAA" and"RVNA", shall be incorporated in written amendments to this Agreement and in appropriate revisions to the grant proposal. 9. "RVNA" understands and agrees that the following provisions are part of the official application and as such become binding upon commencement of the project: a. This Agreement and the provisions of services hereunder shall be subject to the laws of Colorado and be in accordance with the policies,procedures, and practices of the County, the Older Americans Act, the policies and procedures established by the State Unit on Aging,and the terms and conditions of the project application approved by"AAA". b. Understands that if there is Federal/State program income uneamed at the time the project is terminated, this amount must be returned to the"AAA"unless the"AAA"otherwise stipulates. c. Understands that the project's fiscal affairs are subject to audit. If costs are disallowed, the proportion of Federal/State funds disallowed must be returned to the"AAA". d. Understands that this award is made for the period amounts stated in this Agreement. This Agreement in no way implies further funding which is contingent upon the availability of funds and approval of future project applications. e. Agrees to keep records and make reports on the forms required by the"AAA" and in accordance with guidelines issued by the State of Colorado and the Administration on Aging,specifically, i. To submit monthly financial and programmatic reports to the"AAA"by the 10th of the following month; ii. To submit a final financial report within 45 days after the end of the project year; iii. To submit other reports to the"AAA"as requested; iv. Maintain a computer system that will be able to manage all required"AAA"reporting software; v. Maintain intemet access in order to transfer all required data to the"AAA". f. Agrees to advise the"AAA"of needed program and financial changes and await approval from the"AAA"prior to change implementation. g. Agrees to have policies and procedures for complaint/appeal tracking, timely disposition of complaints/appeals and documentation of such processes. h. Agrees to have a client grievance policy,which will address any alleged infractions of any federal state or local laws by `RVNA"against recipients of or applicants for services. i. Agrees to have a policy and procedure for wait lists that meets the requirements set forth by the "AAA". j. Agrees to provide recipients receiving services the opportunity to contribute to all or part of the cost of the services received. Each recipient shall be given the opportunity to determine if they are able to contribute to all or part of the cost of services. No recipient shall be denied a service 2 because of a failure to contribute to all or part of the cost of the service. All contributions shall be considered program income. All contributions shall be used to expand the services for which the contributions were given. k. Agrees that local cash or in-kind contributions have not been used to satisfy or match another federal grant or funds. Supplies,volunteer services,and other in-kind contributions shall be valued as described under 45 C.F.R. 874.5. All matching contributions, including cash and in- kind shall be verifiable from agency records. I. Agrees to perform background checks of all employees,volunteers or subcontractors pursuant to C.R.S. 27-1-110 and in accordance with the policy of"AAA" and the State Unit on Aging. 10. Additional Work. In the event the County shall require changes in the scope,character,or complexity of the work to be performed,and said changes cause an increase or decrease in the time required or the costs to the Contractor for performance,an equitable adjustment in fees and completion time shall be negotiated between the parties and this Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the Contractor for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated supplemental Agreement. Any change in work made without such prior supplemental Agreement shall be deemed covered in the compensation and time provisions of this Agreement. II. Independent Contractor. Contractor agrees that Contractor is an independent contractor and that neither Contractor nor Contractor's agents or employees are,or shall be deemed to be,agents or employees of the County for any purpose. Contractor shall have no authorization,express or implied,to bind the County to any agreement, liability,or understanding. The parties agree that Contractor will not become an employee of County,nor is Contractor entitled to any employee benefits from County as a result of the execution of this Agreement. 12. Warranty. Contractor warrants that services performed under this Agreement will be performed in a manner consistent with the professional standards governing such services and the provisions of this Agreement. 13. Reports County Property. All reports, test results and all other tangible materials produced in connection with the performance of this Agreement,whether or not such materials are in completed form, shall at all times be considered the property of the County. Contractor shall not make use of such material for purposes other than in connection with this Agreement without prior written approval of County. 14. Acceptance of Product not a Waiver. Upon completion of the work,Contractor shall submit to County originals of all test results,reports, etc.,generated during completion of this work. Acceptance by County of reports and incidental material furnished under this Agreement shall not in any way relieve Contractor of responsibility for the quality and accuracy of the work. Acceptance by the County of,or payment for,any services performed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 15. Insurance and Indemnification. Contractor shall defend and indemnify County,its officers and agents, from and against loss or liability arising from Contractor's acts, errors or omissions in seeking to perform its obligations under this Agreement. Contractor shall provide necessary workers' compensation insurance at Contractor's own cost and expense. 16. Termination. Either party may terminate this Agreement at any time by providing the other party with a 30 day written notice thereof. Furthermore, this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement. In the event of an early termination,Contractor shall be paid for work performed up to the time of notice and County shall be entitled the use of all material generated pursuant to this Agreement. 3 17. Non-Assignment. Contractor may not assign or transfer this Agreement, any interest therein or claim there under, without the prior written approval of County. 18. Access to Records. County shall have access to Contractor's financial records as they relate to this Agreement for purposes of audit. Such records shall be complete and available for audit 90 days after final payment hereunder and shall be retained and available for audit purposes for at least five years after final payment hereunder. 19. Time of Essence. Time is of the essence in each and all of the provisions of this Agreement. 20. Interruptions.Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement,where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God,fires,strikes, war,flood, earthquakes or Governmental actions. 21. Notices. Any notice required to be given under this Agreement shall be in writing and shall be mailed or delivered to the other party at that party's address as stated above. 22. Compliance. This Agreement and the provision of services hereunder shall be subject to the laws of Colorado and be in accordance with the policies,procedures,and practices of County. 23. Non-Exclusive Agreement. This Agreement is nonexclusive and County may engage or use other contractors or persons to perform services of the same or similar nature. 24. Certification. Contractor certifies that Contractor is not an illegal immigrant,and further,Contractor represents, warrants,and agrees that it has verified that Contractor does not employ any illegal aliens. If it is discovered that Contractor is an illegal immigrant,employs illegal aliens or subcontracts with illegal aliens, County can terminate this Agreement and Contractor may be held liable for damages. 25. Entire Agreement/Modifications. This Agreement contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiation, representation,and understanding or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 26. Funding Contingency. No portion of this Agreement shall be deemed to create an obligation on the part of County to expend funds not otherwise appropriated or budgeted for. 27. No Conflict. No employee of Contractor nor any member of Contractor's family shall serve on a County Board,committee or hold any such position which either by rule,practice or action nominates, recommends,supervises Contractor's operations, or authorizes funding to Contractor. 28. Severability. If any term or condition of this Agreement shall be held to be invalid,illegal,or unenforceable, this Agreement shall be construed and enforced without such provision,to the extent that this Agreement is then capable of execution within the original intent of the parties. 29. Governmental Immunity. No portion of this Agreement shall be deemed to constitute a waiver of any immunity the parties or their officers or employees may possess. 30. No Third Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement,and all rights of action relating to such enforcement,shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 4 31. PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. [Not Applicable to agreements relating to the offer, issuance, or sale of securities,investment advisory services or fund management services, sponsored projects,intergovernmental agreements,or information technology services or products and services] Contractor certifies,warrants,and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this contract, through participation in the E-Verify Program or the Department program established pursuant to CRS §8- 17.5-102(5)(c),Contractor shall not knowingly employ or contract with an illegal alien to perform work under this contract or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this contract. Contractor(a) shall not use E-Verify Program or Department program procedures to undertake pre-employment screening of job applicants while this contract is being performed,(b) shall notify the subcontractor and the contracting State agency within three days if Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien for work under this contract, (c) shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice,and(d) shall comply with reasonable requests made in the course of an investigation,undertaken pursuant to CRS §8-17.5-102(5),by the Colorado Department of Labor and Employment. If Contractor participates in the Department program,Contractor shall deliver to the contracting State agency, Institution of Higher Education or political subdivision a written,notarized affirmation,affirming that Contractor has examined the legal work status of such employee, and shall comply with all of the other requirements of the Department program. If Contractor fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq.,the contracting State agency, institution of higher education or political subdivision may terminate this contract for breach and,if so terminated, Contractor shall be liable for damages. 32. The term of this Agreement shall be from July 1, 2012 through June 30, 2013. 33. This Agreement may be terminated up thirty(30) days written notice by either party. This Agreement shall be terminated immediately in the event of loss of funding to the AAA. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the day first written above. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO Rehabilitation and Visiting Nurses Association 2105 Clubhouse Drive €___—> C Greeley CO 80634 Sean P. Conway, Chair JULItZ012 By: ATTEST: / , Crystal Day `..v Title: President/CEO , Weld Count lerk to the rd 9 t t BY: 1, 'k rh"'44 i k. t4 \ t. ate: Deputy Clerk to e Board �, WELD COUNTY DEPARTMENT OF HUMAN SERVICES t dy A. G .ego, Director \ 5 W,/ELL7Dy��"OUNTY AREA AGENCY ON AGING Eva /QH dc/a-/Pioi PURCHASE OF SERVICE AGREEMENT THIS AGREEMENT,made and entered into this Pt day of July 2012 by and between the County of Weld, State of Colorado,by and through the Board of County Commissioners of Weld County, on behalf of the Weld County Department of Human Services'Area Agency on Aging,hereinafter referred to as "AAA" and Senior Resource Services,hereinafter referred to as"Senior Resource Services". WITHESSETH: WHEREAS,"AAA" develops and administers the Area Plan for a comprehensive and coordinated system of services,and WHEREAS,"AAA" serves as the advocate and focal point for older persons with the greatest economic and social need, and WHEREAS,"Senior Resource Services" is a private, non-profit organization existing to provide services to the seniors and their families of Weld County,and WHEREAS,"AAA"desires to purchase transportation services for low-income elders from"Senior Resource Services" NOW THEREFORE, it is mutually agreed: 1. The"AAA"hereby agrees to award grant monies(under the Older Americans Act and Older Coloradoan State Funding for Senior Services) in the sum of$10,000 to"Senior Resource Services." 2. "Senior Resource Services" agrees to provide 2000 units of transportation services to 125 seniors,age 60 1 c_ and older with a goal of reaching 33"s rural seniors,15 minority seniors and 125 disab e„a,r��ail seniors. 3. "Senior Resource Services" agrees to provide transportation services to seniors residing throughout Weld County. Priority will be given to seniors who are in need of rides to medical appointments and other critical appointments such as shopping. Senior Resource Services also agrees to cross over county lines if that is the closest point of access to medical and other appropriate services. 4. The"AAA"agrees to reimburse"Senior Resource Services" for all eligible project costs up to but not exceeding the sum of$10,000 at a unit rate of$5.00. One unit of service equals 1 one-way ride. 5. "Senior Resource Services"agrees to commence services with thirty(30)days after the signing of the Agreement and assure completion of all services required hereunder by June 30,2013. 6. "Senior Resource Services" agrees to document and report any project income received as a result of services provided under the Agreement. 7. "Senior Resource Services" agrees to include the following statement in any written materials(pamphlets, brochures, announcements,etc.)or in any verbal presentations: "Senior Resource Services"is supported, in part by funds provided by the Weld County Area agency on aging through the Older Americans Act." 8. "Senior Resource Services" understands that"AAA" is required to conduct periodic evaluations of the activities conducted under this Agreement and to monitor on an ongoing basis the performance of"Senior Resource Services"to insure that the funds made available by the Agreement are expended in keeping with the purposes for which they were awarded;and"Senior Resource Services"accordingly agrees to cooperate fully with the"AAA" in the conduct of such evaluation and monitoring, including the keeping and supplying of such information, and providing access to documents and records to the"AAA" for the purpose of audit; and further agrees to do all things necessary to enable"AAA"to fulfill its obligation to t9©/a — AY/0? the State of Colorado and the United States Government. 9. Any changes, including any increase or decrease in the amount of"Senior Resource Services"' compensation,and including changes in budget allocations which are mutually agreed upon by and between the"AAA" and"Senior Resource Services", shall be incorporated in written amendments to this Agreement and in appropriate revisions to the grant proposal. 10. "Senior Resource Services" understands and agrees that the following provisions are part of the official application and as such become binding upon commencement of the project: a. This Agreement and the provisions of services hereunder shall be subject to the laws of Colorado and be in accordance with the policies,procedures,and practices of the County,the Older Americans Act,the policies and procedures established by the State Unit on Aging, and the terms and conditions of the project application approved by"AAA". b. Understands that if there is Federal/State program income unearned at the time the project is terminated,this amount must be returned to the"AAA"unless the"AAA"otherwise stipulates. c. Understands that the project's fiscal affairs are subject to audit. If costs are disallowed,the proportion of Federal/State funds disallowed must be returned to the"AAA". d. Understands that this award is made for the period amounts stated in this Agreement. This Agreement in no way implies further funding which is contingent upon the availability of funds and approval of future project applications. e. Agrees to keep records and make reports on the forms required by the"AAA"and in accordance with guidelines issued by the State of Colorado and the Administration on Aging, specifically, i. To submit monthly financial and programmatic reports to the"AAA"by the 10th of the following month; ii. To submit a final financial report within 45 days after the end of the project year; iii. To submit other reports to the"AAA"as requested; iv. Maintain a computer system that will be able to manage all required"AAA" reporting software; v. Maintain internet access in order to transfer all required data to the"AAA". f. Agrees to advise the"AAA"of needed program and financial changes and await approval from the"AAA"prior to change implementation. g. Agrees to have policies and procedures for complaint/appeal tracking,timely disposition of complaints/appeals and documentation of such processes. h. Agrees to have a client grievance policy,which will address any alleged infractions of any federal state or local laws by `Senior Resource Services" against recipients of or applicants for services. i. Agrees to have a policy and procedure for wait lists that meets the requirements set forth by the "AAA". j. Agrees to provide recipients receiving services the opportunity to contribute to all or part of the cost of the services received. Each recipient shall be given the opportunity to determine if they are able to contribute to all or part of the cost of services. No recipient shall be denied a service because of a failure to contribute to all or part of the cost of the service. All contributions shall be considered program income. All contributions shall be used to expand the services for which the contributions were given. 2 k. Agrees that local cash or in-kind contributions have not been used to satisfy or match another federal grant or funds. Supplies,volunteer services, and other in-kind contributions shall be valued as described under 45 C.F.R. 874.5. All matching contributions, including cash and in- kind shall be verifiable from agency records. 1. Agrees to perform background checks of all employees,volunteers or subcontractors pursuant to C.R.S. 27-1-110 and in accordance with the policy of AAA and the State Unit on Aging. 11. Additional Work. In the event the County shall require changes in the scope, character,or complexity of the work to be performed, and said changes cause an increase or decrease in the time required or the costs to the Contractor for performance, an equitable adjustment in fees and completion time shall be negotiated between the parties and this Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the Contractor for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated supplemental Agreement. Any change in work made without such prior supplemental Agreement shall be deemed covered in the compensation and time provisions of this Agreement. 12. Independent Contractor. Contractor agrees that Contractor is an independent contractor and that neither Contractor nor Contractor's agents or employees are, or shall be deemed to be,agents or employees of the County for any purpose. Contractor shall have no authorization,express or implied,to bind the County to any agreement, liability,or understanding. The parties agree that Contractor will not become an employee of County,nor is Contractor entitled to any employee benefits from County as a result of the execution of this Agreement. 13. Warranty. Contractor warrants that services performed under this Agreement will be performed in a manner consistent with the professional standards governing such services and the provisions of this Agreement. 14. Reports County Property. All reports,test results and all other tangible materials produced in connection with the performance of this Agreement, whether or not such materials are in completed form, shall at all times be considered the property of the County. Contractor shall not make use of such material for purposes other than in connection with this Agreement without prior written approval of County. 15. Acceptance of Product not a Waiver. Upon completion of the work,Contractor shall submit to County originals of all test results,reports,etc.,generated during completion of this work. Acceptance by County of reports and incidental material furnished under this Agreement shall not in any way relieve Contractor of responsibility for the quality and accuracy of the work. Acceptance by the County of,or payment for, any services performed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 16. Insurance and Indemnification. Contractor shall defend and indemnify County, its officers and agents, from and against loss or liability arising from Contractor's acts,errors or omissions in seeking to perform its obligations under this Agreement. Contractor shall provide necessary workers' compensation insurance at Contractor's own cost and expense. 17. Termination. Either party may terminate this Agreement at any time by providing the other party with a 30 day written notice thereof. Furthermore,this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement. In the event of an early termination, Contractor shall be paid for work performed up to the time of notice and County shall be entitled the use of all material generated pursuant to this Agreement. 18. Non-Assignment. Contractor may not assign or transfer this Agreement, any interest therein or claim there under,without the prior written approval of County. 3 19. Access to Records. County shall have access to Contractor's financial records as they relate to this Agreement for purposes of audit. Such records shall be complete and available for audit 90 days after final payment hereunder and shall be retained and available for audit purposes for at least five years after final payment hereunder. 20. Time of Essence. Time is of the essence in each and all of the provisions of this Agreement. 21. Interruptions.Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement,where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions. 22. Notices. Any notice required to be given under this Agreement shall be in writing and shall be mailed or delivered to the other party at that partys address as stated above. 23. Compliance. This Agreement and the provision of services hereunder shall be subject to the laws of Colorado and be in accordance with the policies, procedures, and practices of County. 24. Non-Exclusive Agreement. This Agreement is nonexclusive and County may engage or use other contractors or persons to perform services of the same or similar nature. 25. Certification. Contractor certifies that Contractor is not an illegal immigrant,and further,Contractor represents, warrants,and agrees that it has verified that Contractor does not employ any illegal aliens. If it is discovered that Contractor is an illegal immigrant,employs illegal aliens or subcontracts with illegal aliens, County can terminate this Agreement and Contractor may be held liable for damages. 26. Entire Agreement/Modifications. This Agreement contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiation, representation,and understanding or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 27. Funding Contingency. No portion of this Agreement shall be deemed to create an obligation on the part of County to expend funds not otherwise appropriated or budgeted for. 28. No Conflict. No employee of Contractor nor any member of Contractor's family shall serve on a County Board,committee or hold any such position which either by rule, practice or action nominates, recommends, supervises Contractor's operations, or authorizes funding to Contractor. 29. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal,or unenforceable,this Agreement shall be construed and enforced without such provision,to the extent that this Agreement is then capable of execution within the original intent of the parties. 30. Governmental Immunity. No portion of this Agreement shall be deemed to constitute a waiver of any immunity the parties or their officers or employees may possess. 31. No Third Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement,shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 32. PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. [Not Applicable to agreements relating to the offer, issuance,or sale of securities, investment advisory services or fund management services, 4 sponsored projects, intergovernmental agreements,or information technology services or products and services]Contractor certifies,warrants,and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this contract, through participation in the E-Verify Program or the Department program established pursuant to CRS §8- 17.5-102(5)(c),Contractor shall not knowingly employ or contract with an illegal alien to perform work under this contract or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this contract.Contractor(a)shall not use E-Verify Program or Department program procedures to undertake pre-employment screening of job applicants while this contract is being performed,(b)shall notify the subcontractor and the contracting State agency within three days if Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien for work under this contract,(c)shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice,and(d)shall comply with reasonable requests made in the course of an investigation,undertaken pursuant to CRS §8-17.5-102(5),by the Colorado Department of Labor and Employment. If Contractor participates in the Department program,Contractor shall deliver to the contracting State agency,Institution of Higher Education or political subdivision a written notarized affirmation,affirming that Contractor has examined the legal work status of such employee,and shall comply with all of the other requirements of the Department program. If Contractor fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq.,the contracting State agency, institution of higher education or political subdivision may terminate this contract for breach and,if so terminated, Contractor shall be liable for damages. 33. The term of this Agreement shall be from July 1,2012 through June 30,2013. 34. This Agreement may be terminated up thirty(30)days written notice by either party. This Agreement shall be terminated immediately in the event of loss of funding to the AAA. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the day first written above. BOARD OF COUNTY COMMISSIONERS SENIOR RESOURCE SERVICES WELD COUNTY, COLORADO 1802 16th Street Greeley, CO 80634 p BY: 4 Sean P.Conway,Chair JUL 16 2 LL�� DeeAnn Groves ATTEST Title: 4)Ctz Weld County Clerk to t oard Date: frta /q a0 i9 BY: NG�Nv 1L,fic�� Deputy Clerk tdfhe oard WELD COUNTY DEPARTMENT OF HUMAN SERVICES y A. Grie , Director 5 WELD COUNTY AREA AGENCY ON AGING DC Eva M.Jewe , vision Head &t/o7 — /69/01 Hello