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Home My WebLink About20111514.tiff . 8 6 . 20 l Memorandum TO: Barbara Kirkmeyer, Chair Board of County Commissioners W E L DEC O U N T l FROM: Mark E. Wallace, MD, MPH, Director Department of Public Health a d Environment ,. .N,,cidt)c\j,..iL1/4 DATE: May 3,2011 SUBJECT: Agreement for purchase of professional services for Healthy Weld 2020 Enclosed for Board review and approval is the agreement for professional services between Allie Gunter, Colorado State University Department of Agricultural Resources graduate student, and the Weld County Department of Public Health and Environment for conducting a comprehensive feasibility study for the creation of a wholesale food purchasing cooperative in Weld County and the northern Colorado region. Specific services outlined in the scope of work include conducting a study to determine the potential local and regional economic impacts of the food cooperative, identify needs of producers and wholesalers, identify a feasible model, and assist with establishing the initial membership of the cooperative. The study is funded through the Colorado Health Foundation grant awarded to the Weld County Department of Public Health and Environment in April 2011. The time period for the agreement is May 15, 2011 — September 15, 2011. Reimbursement for services will not exceed $10,000 for project. I recommend your approval. 0011n°44 ja-a0—c.Qu I 1 Enclosure -11 dl 11 2011-1514 05/13/2011 22:09 3034999218 SSC PAGE 02/05 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made by and between the County of Weld, State of Colorado, whose address is 915 10th Street, Greeley, Colorado, 80631 ("County"),and`Mlle Gunter. CSU Graduate Student whose address is 515 South Loomis,Fort Collins,Colorado 80521 ("Contractor"). WHEREAS, County desires to retain Contractor as an independent contractor to perform services as more particularly set forth below; and WHEREAS,Contractor has the time available to timely perform the services, and is willing to perform the services according to the terms of this Agreement. NOW THEREFORE,in consideration of the mutual promises and covenants contained herein,the parties hereto agree as follows: 1. Engagement of Contractor. County hereby retains Contractor, and Contractor hereby accepts engagement by County upon the terms and conditions set forth in this Agreement. 2. Term. The term of this Agreement shall be from May 15.2011,through and until September 15. 2011. 3. Services to be Performed. Contractor agrees to perform the Services listed or referred to in Exhibit A, attached hereto and incorporated herein. 4. Compensation. a. County agrees to pay Contractor for services performed as set forth on Exhibit A at the rate of$20.00 per hour for a total of 500 hours. Charges shall be based on the time actually spent performing the services,but shall exclude travel time. b. Mileage gay/may not (circle one) be charged to and from any required job site at a rate of$0.49 cen per mile. Contractor shall not be paid any other expenses unless set forth in this Agreement. c. Payment to Contractor will be made only upon presentation of a proper claim by Contractor, itemizing services performed and mileage expense incurred. d. Payment for services and all related expenses under this Agreement shall not exceed$10,000.00 for a total of 500 hours. 5. Additional Work. In the event the County shall require changes in the scope, 1 einuclemi Lo-o2O-ap 05/13/2011 22:09 3034999216 SSC PAGE 03/05 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. 6. 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. 7. 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 8. 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. 9. 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. 10. 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. 11. Termination. Either party may terminate this Agreement at any time by providing the other party with a 10 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 2 05/13/2011 22:09 3034999216 SSC PAGE 04/05 notice and County shall be entitled the use of all material generated pursuant to this Agreement. 12. Non-Assignment. Contractor may not assign or transfer this Agreement,any interest therein or claim thereunder,without the prior written approval of County. 13. 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. 14. Time of Essence. Time is of the essence in each and all of the provisions of this Agreement. 15. 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. 16. 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. 17. 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. 18. 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. 19. 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 in-migrant, employs illegal aliens or subcontracts with illegal aliens, County can terminate this Agreement and Contractor may be held liable for damages. 20. 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. 21. 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. 22. No Conflict. No employee of Contractor nor any member of Contractor's family 3 • 05/13/2011 22: 09 3034999218 SSC PAGE 05/05 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. 23. 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. 24. Governmental Immunity. No portion of this Agreement shall be deemed to constitute a waiver of any immunities the parties or their officers or employees may possess. 25. 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. IN WITNESS WHEREOF,the parties have executed this Agreement as of the date and year written below. CONTRACTOR:(..(lL By: g(,9,(,r. ' Tide: AI 'EST' 5 �� a BOARD OF COUNTY CLERK TO THE BOARD . 0' �, COMMISSIONERSOF WELD COUNTY tut � '� Deputy Cle Ito the Board�� ebara Kirkmey r C JUN 202011 4 >2t7/-7s/z/ Exh,b, f A 18 6 I - 2 0 I I DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT 1555 N. 17th Avenue T' Greeley, CO 80631 f/ Public Health Web: http://www.co.weld.co.us/departments/healthenvironment/ WE L D,C O NI T Y Health Administration Public Health&Clinical Environmental Health Communication, Emergency Preparedness Vital 304 Services Services Education 8Planning 8Response Tele:970 304.6410 970 304.6420 Tele'970.3046415 Tele'970 304.6470 Tele'970.304.6420 Fax. W0.304.6412 Fax. 970.3046416 Fax. 970 304.6411 Fax. 970.304.6452 Fax 970.304.6469 Our vision'Together with the communities we serve,we are working to make Weld County the healthiest place to We,learn,work and play Weld County Wholesale Food Purchasing Cooperative Scope of Work Lead Agency: Weld County Department of Public Health and Environment Gaye Morrison, Healthy Weld 2020 Program Coordinator 970-304-6470 ext. 2381 bpuckettco.weld.co.us Contract Researcher: Allie Gunter, Colorado State University Graduate Student 303-562-4949 Allie.qunter(a colostate.edu Project Period: May 15, 2011 -September 15, 2011 Scope of Work: Refer to the attached project "Road Map" Weld County is conducting a comprehensive feasibility study for the creation of a wholesale food purchasing cooperative that will effectively connect regional producers with local consumers. The project is divided into three main phases. Phase One, Part A is completed and focus has moved to parts B and C. Although the project is moving in a linear fashion, the phases overlap and multiple parts may be worked on at the same time. The elements of the "Road Map" are continually evolving as new information and research becomes available. Specifically, Healthy Weld 2020 is seeking assistance from Ms. Gunter for the following study components: Phase 1, Part D: Quantify the potential local and regional economic impacts of a cooperative. • Conduct an economic feasibility study to determine the potential local and regional impacts of this project. Phase 2, Part A: Identify specific needs of cooperative participants. • Partner with Healthy Weld 2020, Real Food Colorado, and other regional stakeholders to gather information from producers and wholesale purchasers on specific needs that must be met through a cooperative. • Identify unique challenges and ways to address those issues. Phase 2, Part B: Research regional, state and national cooperative models. • Identify sustainable designs and successful components that could be integrated into this project. Phase 2, Part C: Assist with developing a model cooperative operating blueprint. • Partner with Healthy Weld 2020, Real Food Colorado, and other regional stakeholders to develop an operating blueprint that can be duplicated in other Colorado counties/regions. The blueprint will incorporate best practices from researched models, while addressing needs specific to regional producers and local consumers. Phase 3: Assist with initiation of a formal cooperative structure. • Partner with Healthy Weld 2020, Real Food Colorado, and other regional stakeholders to create a regional steering committee of producers and wholesale purchasers to guide the project and establish initial membership commitment. • Research methods to develop/incorporate elements such as a web-based ordering and connecting system and a physical food distribution center. Hello