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Home My WebLink About20000831.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 Weld County Sheriffs Office, and Justice Benefits, Inc., 2010 Valley View, Suite 300, Dallas, Texas, 75234, 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 Weld County Sheriff's 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 12th day of April, A.D., 2000. BOARD OF COUNTY COMMISSIONERS WE D COUNTY, COLORADO ATTEST: J << arbara J. irkmeyer, Chair Weld County Clerk to the ar . J. ' e.e, Pro-Tem BY: Deputy Clerk to the Bo�: rid 7la �� < 7-- 1 `it.as_ / - - orge . Baxter APPROVED AS—TO M: Dale K. Hall County Atto ey ,Ate 6 Glenn Vaad 2000-0831 Ce A its1`,CG SO0020 AGREEMENT FOR PROFESSIONAL SERVICES between JUSTICE BENEFITS, INC. and COUNTY OF WELD, STATE of COLORADO THIS AGREEMENT is entered into by and between 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"Sheriffs Office,"and Justice Benefits,Inc., a business unit of Unificare,LLC,whose address is 2010 Valley View, Suite 300, Dallas, TX 75234, hereinafter referred to as "JBI." WITNESSETH: WHEREAS, many of the services provided by Sheriff's Office are funded directly by local and state funds when, in fact, some of those services are eligible for Federal Financial Participation ("FFP") and other revenues, and WHEREAS,JBI is in the business of providing professional assistance to local governments and local law enforcement agencies to secure appropriate FFP and other revenues,and JBI is willing and able to provide such professional assistance to Sheriffs Office, and WHEREAS,the parties hereto desire to enter into an agreement,whereby JBI provides such professional assistance to Sheriffs Office in accordance with certain terms and conditions. NOW, THEREFORE, in consideration of the mutual covenants and promises recorded herein, the parties hereto agree as follows: ARTICLE I RESPONSIBILITIES OF JBI JBI agrees to perform the following services during the term of this Agreement: 1. JBI will review the structure, policies and procedures of the Sheriffs Office in order to identify any additional FFP or other revenues that could be captured or enhanced by the Sheriffs Office,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. In accomplishing such services, JBI will perform the following steps: a. Meet with Sheriffs Office officials who represent such programs,as agreed to by the Sheriffs Office and JBI. Page 1 of 7 Pages 2000-0831 s0wao b. Create a"Baseline Report" document for each program area for which JBI proposes that there is new or additional FFP or other revenue potential. The Baseline Report for each program area will distinguish any Federal, state, or third party reimbursements that are currently being received by the Sheriffs Office, or are currently being evaluated or applied for by the Sheriffs Office, and define the new and/or enhanced FFP or other revenue opportunities by which JBI proposes to initiate additional reimbursement. c. Assist the Sheriffs Office in its efforts to recover additional FFP or other funds that are available or due to the Sheriffs Office, as they are identified by JBI. d. Assist the Sheriffs Office in negotiations with Federal and state agencies to ensure that the Sheriffs Office receives the additional FFP or other revenues identified by JBI. 2. JBI will continually monitor for new opportunities of additional Federal revenues. a. On any new opportunity that arises,the Sheriffs Office has sixty(60)days to act on its own. h. If sixty(60)days after an opportunity has become available,the Sheriffs Office has not acted to claim the newly identified revenues, JBI then may notify the Sheriff s Office of the opportunity,obtain authorization to aid the Sheriffs Office in claiming the additional revenues, and assurances from the Sheriffs Office that it will accept the additional revenues. If the Sheriffs Office then receives additional revenues from the newly identified revenue sources identified by JBI,JBI is due compensation in accordance with the provision of Article IV. ARTICLE II RESPONSIBILITIES OF THE SHERIFF'S OFFICE The Sheriffs Office agrees to complete the following activities: 1. Designate a contract monitor who shall: a. Be the person responsible for monitoring JBI's performance under the terms and conditions of this Agreement. b. Authorize payment for services rendered based upon properly submitted invoices to the Sheriffs Office in accordance with the terms of Article IV of this Agreement(i.e. Compensation). 2. Provide JBI with copies of or access to documents that are necessary for the successful Page 2 of 7 Pages completion of work required by this Agreement, unless such documents are considered by Sheriffs Office to be confidential or not available for public inspection, pursuant to the Colorado Open Records Act, C.R.S. §§ 24-72-201, et. seq., and the Colorado Criminal Justice Records Act, C.R.S. §§ 24-72-301, et. seq. 3. Upon request, the Sheriffs Office will provide to JBI, a list of claims either currently in place at the Sheriffs Office, or that have been discovered as potential claims, or claims on which the Sheriffs Office is currently working at the time of any such request. ARTICLE III TERM/TERMINATION/RENEWAL 1. Both parties agree that the term of this Agreement shall be for a one (1) year period commencing upon the date that the Agreement has been signed by both parties. Thereafter, this Agreement may be renewed on a year-by-year basis, under the same terms and conditions as set forth herein,by the execution of a separate written agreement signed by the parties hereto. 2. Either party hereto may terminate this Agreement, at any time, and for any reason, by giving thirty (30) days prior written notice to the other party. Unless sooner terminated as provided herein, this Agreement shall terminate at the end of the contract period set forth above. If JBI is currently working on any reimbursement claims for Sheriffs Office which were approved by Sheriffs Office prior to the notice to terminate, Sheriffs Office shall indicate to JBI whether Sheriffs Office authorizes any additional work on the claim or claims at issue. If Sheriffs Office receives any reimbursement on any described claim or claims, JBI shall be entitled to compensation for these described claim or claims. ARTICLE IV COMPENSATION Both parties agree as follows: 1. The parties intend that JBI shall be compensated only for new revenues received by the Sheriffs Office that are expressly deemed by both parties to be a result of JBI's efforts. The parties agree that JBI will be compensated for additional revenues that directly result from JBI's activities and for which JBI has assisted the Sheriffs Office in securing,in accordance with the provisions of Article I.2.b., above, at the following rate: a. Twenty-two percent(22%) of all revenues actually received by the Sheriffs Office as a direct result of the work JBI completes for the Sheriffs Office. 2. JBI will be due its fees for a period of up to three (3) years after the "start date" for each program, on new or enhanced federal reimbursements received by the Sheriffs Office for Page 3 of 7 Pages each program area JBI identifies and assists the Sheriffs Office in receiving, as more particularly set forth in this Agreement. This is further explained as follows: a. The"start date" for each program area will be the first day of the initial claim period. The "initial claim" for each program area that JBI identifies or enhances is defined as the first claim that is prepared and/or submitted under JBI's direction. JBI is entitled to receive fees after the start date for all revenue received by the Sheriffs Office for the time period following the start date for up to three years, if revenue continues to be received by the Sheriffs Office for all three years, or for whatever lesser period of time Sheriffs Office receives revenues, for each program area that JBI identifies or enhances. b. The "end date" will be three (3) years after the start date, less one day. I. For example, if JBI's initial claim for the Sheriffs Office is for the quarter time period of April 1, 2000, to June 30, 2000, then the "start date" for this program area would be April 1, 2000. The "end date" would be March 31, 2003. ii. If another program area's initial claim started May 1, 2000, JBI would be entitled to its fees on claims made for the May 1, 2000, through April 30, 2003, time period. c. "Retroactive claims" are defined as any period prior to the initial claim for a program being filed. 3. JBI's compensation period may be extended beyond the three (3) year period for each program area, if the Sheriffs Office chooses to have JBI continue to prepare and submit the claims. 4. Both parties recognize that there may be delays in reimbursement to the Sheriffs Office by the Federal government. JBI will deliver an accurate invoice to the Sheriffs Office,and the Sheriffs Office will reimburse JBI within three weeks after funds are actually received by the Sheriffs Office,if those receipts are intended to cover time periods within the three years as above set forth, and even if those receipts occur beyond the term of contract. 5. JBI agrees that should any funds recovered by the Sheriffs Office as a result of this Agreement be subsequently disallowed, any related fees paid to JBI based on such disallowed reimbursements will, at the discretion of the Sheriffs Office, either be credited against future payment to JBI by the Sheriffs Office, or be promptly repaid to the Sheriff s Office. Page 4 of 7 Pages 6. JBI has the right to review the Sheriffs Office claims, grant awards, and such books, records, and other documents as may be relevant, so long as such books, records and documents are not confidential for reasons such as security or safety, or the like, to ensure that the payment of JBI's fees is in accordance with this Agreement. 7. JBI covenants and agrees to pay and be solely responsible for all its own staff and out-of- pocket expenses that it incurs in providing services hereunder. 8. Absent willful and wanton misconduct, the liability of either JBI or Sheriffs Office as a result of any event or occurrence under this Agreement, is limited to the amount of funds paid 1:o, or owed to, JBI. 9. JBI is not obligated to make the Sheriff's Office aware of absolutely all funding opportunities and is without liability for failure to do so. 10. Should JBI identify in a Baseline Report new or enhanced revenue opportunity about which the Sheriffs Office was not previously aware or for which the Sheriffs Office had not already commenced application, and the Sheriffs Office directs JBI not to pursue the opportunity, and then the Sheriffs Office pursues the opportunity on it's own, JBI will be paid per Paragraph V., above, as if JBI had pursued the opportunity. ARTICLE VI REPORTS JBI shall furnish the Sheriffs Office with periodic reports on the effectiveness of JBI's performance pursuant to the terms of this Agreement. A final report shall be made forty-five (45) days after the termination of this Agreement. ARTICLE VII CONFIDENTIALITY The Sheriffs 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 VIII DUE AUTHORIZATION The Sheriffs Office represents that all necessary approvals for the execution hereof have been obtained and that the person executing this Agreement on behalf of the Sheriffs Office is authorized to execute this Agreement as the binding act of the Sheriffs Office. Page 5 of 7 Pages ARTICLE IX CONTRACT AMENDMENTS The scope of services and related compensation of this Agreement may only be modified with the written consent of both parties. ARTICLE X STATUS OF PARTIES The parties understand and agree that JBI shall, at all times during the term of this Agreement, be deemed an independent contractor and not an employee of the Sheriffs Office, and shall be responsible for, and obligated to pay, all withholding taxes, social security, unemployment, worker's compensation, and/or other taxes and shall indemnify and hold the Sheriffs Office harmless from and against any and all claims for the same period. JBI or its employees are not entitled to any of the benefits normally afforded employees of the Sheriff s Office. ARTICLE XI OTHER I. This Agreement constitutes the entire agreement between the parties, and supersedes and replaces all prior and contemporaneous agreements, representations, and understandings between the parties. No variation or modification of this Agreement, and no waiver of any of the Agreement's provisions or conditions, shall be binding unless made in writing and signed by the authorized representatives of JBI and Sheriffs Office. This Agreement shall be governed by, and construed according to, the laws of the State of Colorado. Any delegation or assignment of this Agreement by either party without the prior written consent of the other party shall be void. 2. All notices to be given under this Agreement shall be made in writing and shall be sufficient if delivered personally or mailed by first class United States mail, postage prepaid, to the other party at the addresses listed above. 3. No portion of this Agreement shall be deemed to constitute a waiver of any immunities the parties or their officers or employees may possess, nor shall any portion of this Agreement be deemed to have created a duty of care which did not previously exist with respect to any person not a party to this Agreement. 4. 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 Page 6 of 7 Pages undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date written above. COUNTY OF WELD, STATE OF COLORADO, BY AND THROUGH THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF WELD, ON ATTEST: /0W441kg BEHALF OF THE WELD COUNTY CLERK TO THE BOARD , #$ �' ,a SHERIFF'S OFFICE Ism cf_.0 • By: .i/i I ��av� BY' QAJ/�Zt Deputy Clerk to the Bo On / Barbara J. Kirkmeye , Chair ( -/2-aOOO) JUSTICE BENEFITS, INC. BY: A2 Lt. LULL Brad Leach Regional Account Manager BY: vA .72,y,� Tammy McKi o Director of Mar Ling Page 7 of 7 Pages Hello