HomeMy WebLinkAbout20023075.tiff RESOLUTION
RE: APPROVE AGREEMENT FOR PROFESSIONAL SERVICES AND AUTHORIZE CHAIR
TO SIGN -JUSTICE BENEFITS, INC.
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 an Agreement for Professional Services
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Sheriffs Office, and Justice Benefits, Inc.,
with terms and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a
copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the Agreement for Professional Services between the County of
Weld, State of Colorado, by and through the Board of County Commissioners of Weld County,
on behalf of the Sheriffs Office, and Justice Benefits, Inc., be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 27th day of November, A.D., 2002.
BOARD OF COUNTY COMMISSIONERS
����S __` WELD OUNT , C ORADO
iA
ATTEST: t' E
a Glenn Vaad, C a
Weld County Clerk to th:J 9 -�
` O;1/49 EXCUSED
&i 8. •,� y �, David E. Long, Pro-Tem
Deputy Clerk to the Bo'o`O W ? EXCUSED
M. J. Geile l/
APPRO ED AS F M: _) Y i,"'
Iliam H. Jerke (1
y � vI<.9 is e i���V
oun Attoine ` \
At Robert D. Masden
Date of signature:
2002-3075
SO0023
AGREEMENT FOR PROFESSIONAL SERVICES
between
Justice Benefits, Inc.
and
Weld County, CO Sheriff's Office
This Agreement is entered into by and between the County of Weld, State of Colorado,
by and through the Board of County Commissioners of the County of Weld, on behalf of the
Weld County Sheriffs Office, whose address is 910 10th Street, Greeley, Colorado 80632,
(hereinafter referred to as the "Sheriff's Office") and Justice Benefits, Inc., a business unit of
Unificare, LTD, (hereinafter referred to as "JBI" or "Contractor"), located at 2010 Valley View
Lane, Suite 300, Dallas, Texas 75234.
WITNESSETH
WHEREAS, many of the services provided by the Sheriffs Office are funded directly
by local and state funds when, in fact, some of those services are eligible for Federal Financial
Participation (hereinafter"FFP"); and
WHEREAS, JBI is willing and able to provide professional assistance to explore
opportunities for new l-'FF, to review prospects for expansion of existing FFP, and to secure
additional FFP as may be appropriate for the Sheriffs Office;
NOW, THEREFORE, for and in consideration of these mutual covenants and promises
recorded herein, the parties hereto agree as follows.
ARTICLE I
RESPONSIBILITIES OF JBI
1.01 JBI agrees to perform the following services:
a. JBI will review the policies and procedures used by the Sheriffs Office to identify
such additional Federal and other revenue sources, if any, as may be available to the
Sheriffs Office through participation in new programs or expansion of existing 144', and
to work with the Sheriffs Office to secure those additional FFP or other revenues not
already discovered, being applied for, or being received by the Sheriffs Office. To
secure additional revenues for the Sheriff's Office, JBI will:
i. Meet with Sheriffs Office officials, including those who represent
programs providing services that may be eligible for FFP, and identify
FFP opportunities;
ii. Prepare a written summary (the "Initiative") sufficient to briefly describe
the 1+P opportunity, and to distinguish any Federal or other
reimbursements that are currently being received or have previously been
evaluated or applied for by the Sheriffs Office;
191Cmt. 21901
iii. Assist the Sheriffs Office in its efforts to prepare and present a claim for
recovery of additional Federal dollars following approval of an Initiative;
and
iv. Assist the Sheriff's Office in negotiations with Federal agencies to ensure
that the Sheriff's Office receives the additional revenues identified by
JBI.
2. JBI will continually monitor for new opportunities of additional Federal revenues.
a. Whenever a new opportunity arises, the Sheriffs Office shall have sixty (60) days to
act on its own.
b. Sixty (60) days after an opportunity becomes available and the Sheriff's Office has
not acted to claim the new dollars, JBI may (i) notify the Sheriff's Office of that
opportunity, (ii) obtain Sheriffs Office approval of a new Initiative embracing the
opportunity. JBI will then assist the Sheriffs Office to claim revenues identified by
the approved Initiative and be entitled to compensation as set forth in Article VI of
this Agreement.
ARTICLE II
RESPONSIBILITIES OF THE SHERIFF'S OFFICE
2.01 The Sheriffs Office agrees to perform the following activities:
a. Designate a contract monitor who shall:
i. Be the person responsible for monitoring JBI's performance under the terms
and conditions of this agreement; and
ii. Authorize payment for services rendered based upon properly submitted
invoices to the Sheriffs Office in accordance with Article VI of this agreement
(i.e. Compensation).
b. Provide JBI with copies of or access to documents and databases that are necessary
for the successful completion of work required by this agreement.
ARTICLE III
INITIAL TERM AND RENEWAL
3.01 The initial term of this Agreement is for one year, commencing with the date of this
contract (the "Initial Term"). Thereafter, this Agreement shall automatically renew from year to
year unless sooner terminated as provided herein.
3.02 Either party may terminate this Agreement at any time, and for any reason, by giving
thirty (30) days prior written notice to the other party. If JBI is currently working on any
reimbursement claims for Sheriffs Office, which were approved by Sheriffs Office prior to the
MICcetract21901
2
notice to terminate. JBI may continue to do any necessary additional work on the claim or
claims at issue. If Sheriff's Office receives any reimbursement on any described claim or
claims, JBI shall be entitle to compensation for these described claim or claims.
ARTICLE IV
REPORTS
JBI shall furnish the Sheriffs Office with periodic reports on the effectiveness of JBI's
engagement.
ARTICLE V
CONFIDENTIALITY
The Sheriff's Office and JBI mutually agree that the confidentiality of the information
obtained by JBI shall be strictly observed, as permitted by law, in any reporting, auditing,
invoicing and evaluation, provided however, that this provision shall be construed as a standard
of conduct and not a limitation upon the right to conduct the foregoing activities.
ARTICLE VI
COMPENSATION
6.1 The intent of this Agreement is to compensate JBI only for new revenues received by the
Sheriffs Office that are a direct result of JBI's efforts. The parties agree JBI will be
compensated for new or enhanced revenue sources that directly result from JBI's activities at the
following rate:
❖ Twenty-two percent (22%) of all revenue paid to the Sheriffs Office (prospectively or
retroactively) as described in each of the Initiatives.
6.2 Unless otherwise agreed or directed by JBI in writing, the Sheriffs Office shall make
payment to the order of JBI, at 2010 Valley View Lane, Suite 300, Dallas, Texas 75234.
6.3 Notwithstanding any other provision herein, JBI will be due its fees for monies paid
pursuant to each Initiative approved by the Sheriff's Office for a minimum period of two (2)
years. The start date will be from the date each new or enhanced claim is submitted for
reimbursement under a Sheriffs Office approved Initiative or program. JBI's compensation
period may be extended beyond the minimum period of two (2) years, depending on the term
and renewals set forth in this Agreement.
6.4 Both parties recognize that delays in payment or reimbursement to the Sheriffs Office
by the Federal government may occur. JBI will be reimbursed within twenty-one (21) days after
funds are actually received by the Sheriffs Office and an accurate invoice is delivered to the
Sheriff's Office by JBI, even if those receipts occur beyond the term of contract.
IB1 Cmv.a 21901
3
6.5 JBI agrees that in the unlikely event any funds recovered by the Sheriffs Office as a
result of this agreement be subsequently disallowed, that the related fees paid to JBI based on
such disallowed reimbursements will be credited against future payments to JBI, or be promptly
repaid to the Sheriffs Office should this agreement be terminated. In any event, the monetary
amount of damages and the full extent of JBI's liability to the Sheriffs Office, if any, shall be
strictly limited to the amount of funds paid to, or owed to, JBI as a result of this Agreement.
6.6 JBI is not obligated to make the Sheriff's Office aware of all possible opportunities and
shall have no liability for any omission to identify the same.
6.7 JBI shall have the right to review the Sheriffs Office's claims, grant awards, and such
books, records, and other documents as may be required to ensure that the payment of JBI's fees
is in accordance with this Agreement.
ARTICLE VII
NOTIFICATION
Any notice, specifications, reports, or other written communications from JBI to the
Sheriffs Office shall be considered delivered when posted by certified mail. Any notice,
delivered by certified mail to JBI at the address on the first paragraph of this Agreement shall be
considered delivered when posted.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
8.1 Authority. All necessary approvals for the execution of this Agreement have been obtained and each person executing this
agreement on behalf of the Sheriffs Office is authorized to execute this Agreement as the binding act of the Sheriffs Office.
Some programs require a submission with digital signature from an authorized elected official of the Sheriffs Office. JBI will
prepare the claim and then provide step-by-step instructions for the authorized County official to complete the online form.
8.2 Changes to he in Writing. This Agreement may be modified with the written consent of both parties.
8.3 Choice of Law. Forum Selection and Alternative Dispute Resolution. Once records are made available, the claim
preparation work will be performed by JBI at its headquarters in Dallas County,Texas. This Agreement shall be governed by the laws of
the State of Colorado,and any disputes shall be resolved in said state. The parties prefer informal resolution of any disputes. Nor to
filing litigation, the parties shall discuss participating in alternative dispute resolution, including a pre-suit mediation or settlement
conference.
8.4 Counterparts. This Agreement and the Initiatives that follow may be executed in separate counterparts,each of which shall be
deemed to be an original,and such counterparts shall together constitute but one and the same document.
8.5 Entire Agreement. This Agreement and its attachments (including all approved Initiatives), if any, contain the entire
Agreement between the JBI and the Sheriffs Office. Any previous proposals,offers,discussions,preliminary understandings and other
communications relative to this Agreement,oral or written,are hereby superseded by this Agreement.
8.6 Force Maieure. JBI shall be excused from performance during any delay beyond the time named for the performance of this
contract caused by any act of God,war,civil disorder,strike or other cause beyond its reasonable control.
8.7 Headings. The headings used herein are for convenience only and shall not limit the construction or interpretation hereof.
8.8 Inconsistencies. Where there exists any inconsistency between this Agreement and other provisions of collateral contractual
agreements that are made a part hereof by reference or otherwise,the provisions of this Agreement shall control.
8.9 Indemnification. JBI agrees to indemnify the County,its officers,employees and agents for injury to persons or property,
including JBI, its officers, employees or agents, the County, its officers, employees or agents, or other persons where such injury
proximately results from an intentional act or omission of the JBI or its employees.
8.10 Independent Contractor. JBI shall be considered an independent contractor and not an employee of the County. JBI shall
be solely responsible for paying its own staff and the out-of-pocket expenses it incurs in providing services hereunder. JBI shall also
maintain general liability insurance at its own expense,in addition to workers' compensation coverages as may be required by law,and
will provide proof of insurance to the County upon twenty(20)days notice.
8.11 Legal Fees. In the event a claim for damages is made under this Agreement, the claimant shall be entitled to recover
reasonable and necessary attorneys'fees,provided that said claim is first presented in writing and remains unpaid for thirty(30)days.
8.12 Non-Discrimination. In performing this Agreement,JBI agrees it will not engage in discrimination in employment of persons
because of the race,color,sex,national origin or ancestry,or religion of such persons.
MI 21901
4
8.13 Prohibition against Assignment There shall be no assignment or transfer of this Agreement without the prior written
consent of both parties hereto,except as follows:IBI shall be permitted to assign its right to be paid by the County after completing its
work on an Initiative.
8.14 Rule of Construction. Each party and its legal counsel have been afforded the opportunity to review and revise this
Agreement The normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Agreement or any amendments of exhibits hereto.
8.15 Severability. Each paragraph and provision hereof is severable from the entire Agreement and if any provision is declared
invalid,the remaining provisions shall nevertheless remain in effect.
8.16 Terminology and Definitions. All personal pronouns used herein,whether used in the masculine,feminine or neutral,shall
include all other genders;the singular shall include the plural and the plural shall include the singular.
8.17 Waiver. The failure on the part of any party to exercise or to delay in exercising,and no course of dealing with respect to any
right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or
further exercise thereof or the exercise of any other right. The remedies provided herein are cumulative and not exclusive of any remedies
provided by law or in equity,except as expressly set forth herein.
IN WITNESS WHEREOF, the undersigned parties have executed this Agreement as of
the date written below.
EXECUTED THIS DAY OF n1fl v£ ,m f7j I , 2002
AGREED: ACCEPTED BY:
County of Weld,State of Justice Benefits, Inc.
Colorado,by and through the A Business Unit of Unificare,Ltd.
Board of County Commissioners Federal Identification Number 75-2795617
for the County of Weld
On behalf of the Weld County I i.„,442._
She
riff's ff s Office `)
Join Hennessey
By: At /LA Director of Marketing
Chair , Glenn :1 2010 Valley View Lane, Suite 300
Dallas, Texas 75234
11/27/2002
Date
Attest: 4__/J'� LE
CLERK TO THE BO i't a *fr
E �-�
By: 'J-JL ►.�'. 4
Al
Deputy Clerk to the 1n N
AU Canna 21901
5
22O''-2-2<)7 r
v
JU1 .G t'l. esults!
November 12, 2002
t; 1 - . tl►a
Ms. Kim Fliethman
Weld County Sheriff's Office
910 10th Ave.
Greeley, CO 80631
Dear Ms. Fliethman,
Enclosed please find three (3) original documents of the Agreement for Professional
Services, between Weld County, CO Sheriff's Office, and Justice Benefits, Inc, for your
approval. Upon acceptance, please return one (1) original to our office.
Should you have any questions, please do not hesitate to call me at (800) 835-2164
ext. 3734.
We look forward to working with Weld County, CO Sheriff's Office, and finding many
well-deserved federal dollars for you.
Sincerely,Jo n Hennessey
„:2
Director of Marketing
Enclosure
JH/am
2002-3075
Justice Benefits, Inc.
2010 Fallcp View Lane, Suile 300 • Dallas, Texas 7.323I
972-106-3700 • Fax 972-106-3790 • ROO-835-2164 • "ww.Jusiieelkcnclihs.cunh
/BI..Gets-Results!
December 16, 2002 y y�
1AXx�e+Yi
Mr. Glenn Vaad
County of Weld, Chairman
910 10th Street
Greeley, CO 80632
Dear Mr. Vaad,
Enclosed please find an original of the executed Agreement for Professional Services,
between Weld County, Colorado, and Justice Benefits, Inc, for your files.
Should you have any questions, please do not hesitate to call me at (800) 835-2164
ext. 3734 or Michelle Thorson at ext. 3737.
We look forward to working with Weld County, Colorado, and finding many well-
deserved federal dollars for you.
Sincerely,
�C� � �
J n Hennessey
sh
Director of Marketing
Enclosure
JH/am
Justice Benefits, Inc.
2010 Valley View Lane, Suite 300 • Dallas, Texas 75231
972-t06-37(1(1 • Fax 972-406-3790 • 8(10-835-2161 • wwra:JustieeBeuefits.com
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