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HomeMy WebLinkAbout20240109.tiffCorrivad-ip 852'4 AGREEMENT AMENDMENT BETWEEN THE WELD COUNTY DEPARTMENT OF HUMAN SERVICES AND CYNTEGRAL LLC This Agreement Amendment made and entered into Z1 `day of J , 2024 by and between the Board of Weld County Commissioners, on behalf of the Weld County Department of Human Services, hereinafter referred to as the "Department", and Cyntegral LLC, hereinafter referred to as the "Contractor". WHEREAS the parties entered into an Agreement for Professional Services, (the "Original Agreement") identified by the Weld County Clerk to the Board of County Commissioners as document No. 2024-0109, approved on January 10, 2024. WHEREAS the parties hereby agree to amend the term of the Original Agreement in accordance with the terms of the Original Agreement and any previously adopted amendment, which is incorporated by reference herein, as well as the terms provided herein. NOW THEREFORE, in consideration of the premises, the parties hereto covenant and agree as follows: • The Original Agreement was set to end on March 31, 2024. • The Original Agreement was amended on: • April 3, 2024 to extend the term date through June 30, 2024. • June 26, 2024 to extend the term date through July 31, 2024 • The Amendments are identified by the Weld County Clerk to the Board of County Commissioners as document number 2024-0109. • These Amendments, together with the Original Agreement, constitutes the entire understanding between the parties. The following additional changes are hereby made to the current Agreement effective August 1, 2024: 1. Paragraph 3. Term, is hereby amended as follows: The term of this Agreement shall be from December 22, 2023 through August 31, 2024, or Contractor's completion of the responsibilities described in Exhibit A. • All other terms and conditions of the Original Agreement remain unchanged. evn5c,1-*Wcio— —1/2,O9- 207,4-ol IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written. COUNTY: ATTEST:'-�..�dvtAJ Cf:'t1 BY: Deputy Cler��to t fir• `, j! �_ ' � Kevin D. Ross, Chair BOARD OF COUNTY COMMISSIONERS WELD CO O JUL 2 4 2024 CONTRACTOR: Cyntegral LLC 8925 West 93rd Avenue Westminster, Colorado 80021 By: Alan Wiley, Owner Jul 19, 2024 Date: ..2aat1, O/O 9 EXHIBIT A Scone of Work and Bud et Vendor T Category Des ar ptitso of A dated ble Timeline for Work Hourly Rate Mo ra (Tool° Cyntegral LLC Transition Planning and Support Collaborative assistance with development, refinement and writing of an Operations Guide that includes a Communication Plan, Business Continuity Plan, Start -Up Plan, and Closeout Plan. RFP UHAA 2023000170, Section 4.11.2.1 Deliverable: Operations Guide TBD Per RFP Section 4.11.3.2, due within 30 business days after the Effective Date (date the contract is signed and executed) $200.00 20 $4,000.00 Cyntegral LLC Policy Support Per RFP UHAA 2023000170 Section 4.10.1.4: Create a Policy and Procedures Manual that contains the policies and procedures for all systems and functions necessary for the Contractor to complete its obligations under the Contract. Review, Update, and Create CMA program policies and procedures explicitly identified in the Per RFP UHAA 2023000170 Review, Update, and Create CMA program policies and procedures for non- SEP programs currently managed by the CCB for Service Area 9. Review, Update, and Create CMA program policies and Written Policy & Procedures that contribute to the Policies & Procedures Manual contract deliverable referenced in RFP Section 4.10.1.5.1 October 16, 2023 to August 31, 2024 Per RFP Section 4.10.1.5.2: Due no later than the operational start date $150.00 175 Due to the scope and breadth of this project, an exact amount of time cannot be provided. 175 is a "not to exceed" amount $26,250 procedures for SEP programs currently managed by the SEP for Service Area 9. Review, update, and the creation of policies and procedures may utilize the following resources: a) existing P&Ps from Weld and if available other agencies, CO Regulations, Rules, and statues, b) HCPF Operational and Informational Memos, c) RFP UHAA 2023000170, and d) the draft contract associated with the RFP, Appendix B.2 County Contract County will determine how P&Ps are prioritized. Out of Scope Services and Supports The Sub -Contractor agrees that it shall not use any funding provided by HMA under this MOU for any alcohol or any tobacco products. Funding and Method of Payment The Department agrees to reimburse the Contractor in consideration of the work and services performed under this Agreement at the rate(s) specified above. Expenses incurred by the Contractor prior to the term of this Agreement are not eligible Department expenditures and shall not be reimbursed by the Department. Contractor agrees to accept payment through County Warrant. Payment pursuant to this Agreement, whether in whole or in part, is subject to and contingent upon the continuing availability of said funds for the purposes hereof In the event that said funds, or any part thereof, become unavailable as determined by the Department, the Department may immediately terminate the Agreement or amend it accordingly. 7 Terms a. Contractor must submit a detailed invoice to Contractor for the services completed. Invoices must include: 1) Contractor's name 2) Specific approved services performed by Contractor. 3) Name of individual that performed each service. b. Invoices must be submitted monthly to County by the Contractor no later than 10 calendar days after the month services were completed by the Contractor. c. County will review invoices for accuracy and completeness. Approved invoices will be paid to the Contractor within 30 days of County's receipt and approval. Invoices that are not approved will be sent back to the Contractor for revisions or rejected for non-compliance with this agreement's requirements. Remedies The Director of Human Services or designee may exercise the following remedial actions should s/he find the Contractor substantially failed to satisfy the scope of work found in this Agreement. Substantial failure to satisfy the scope of work shall be defined to mean incorrect or improper activities or inaction by the Contractor. These remedial actions are as follows: 1) Withhold payment to the Contractor until the necessary services or corrections in performance are satisfactorily completed. 2) Deny payment or recover reimbursement for those services or deliverables, which have not been performed and which due to circumstances caused by the Contractor cannot be performed or if performed would be of no value to the Department. Denial of the amount of payment shall be reasonably related to the amount of work or deliverables lost to the Department. Incorrect payment to the Contractor due to omission, error, fraud, and/or defalcation shall be recovered from Contractor by deduction from subsequent payments under this Agreement or other agreements between the Department and Contractor, or by the Department as a debt due to the Department or otherwise as provided by law. SIGNATURE REQUESTED: Weld/Cyntegral Amendment #3 Final Audit Report 2024-07-19 Created: 2024-07-19 By: Sara Adams (sadams@weld.gov) Status: Signed Transaction ID: CBJCHBCAABAAPgY7fd5KOai9rkwRFYd5xZd05REV-Pyp "SIGNATURE REQUESTED: Weld/Cyntegral Amendment #3" H istory t Document created by Sara Adams (sadams@weld.gov) 2024-07-19 - 6:54:37 PM GMT- IP address: 204.133.39.9 5 Document emailed to Alan D Wiley (awiley@cyntegral.com) for signature 2024-07-19 - 6:55:17 PM GMT ,t Email viewed by Alan D Wiley (awiley@cyntegral.com) 2024-07-19 - 6:55:50 PM GMT- IP address: 104.47.58.126 4, Document e -signed by Alan D Wiley (awiley@cyntegral.com) Signature Date: 2024-07-19 - 6:56:28 PM GMT - Time Source: server- IP address: 73.14.137.244 d Agreement completed. 2024-07-19 - 6:56:28 PM GMT Powered by Adobe Acrobat Sign Contract For Entity Information Entity Name* CYNTEGRAL LLC Contract Name* CYNTEGRAL LLC AMENDMENT #3 Contract Status CTB REVIEW Entity ID* @00046482 Q New Entity? Contract ID 8524 Contract Lead * SADAMS Contract Lead Email sadams@weld.gov;cobbx xlk@weld.gov Parent Contract ID 20240109 Requires Board Approval YES Department Project # Contract Description * (CONSENT) CYNTEGRAL LLC AMENDMENT #3 TO EXTEND TERM THROUGH AUGUST 31, 2024 Contract Description 2 Contract Type* AMENDMENT Amount* $0.00 Renewable NO Automatic Renewal Grant IGA Department HUMAN SERVICES Department Email CM- HumanServices@weldgov. com Department Head Email CM-HumanServices- DeptHead@weldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL D.GOV Requested BOCC Agenda Due Date Date* 07/25/2024 07/29/2024 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Contact Info Review Date" 07/31/2024 Committed Delivery Date Renewal Date Expiration Date* 08/31/2024 Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date CONSENT 07/19/2024 Approval Process Department Head JAMIE ULRICH DH Approved Date 07/19/2024 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 07/24/2024 Finance Approver CONSENT Legal Counsel CONSENT Finance Approved Date Legal Counsel Approved Date 07/19/2024 07/19/2024 Tyler Ref # AG072424 Originator SADAMS Conk va c -k-- 11)14- 332O AGREEMENT AMENDMENT BETWEEN THE WELD COUNTY DEPARTMENT OF HUMAN SERVICES AND CYNTEGRAL LLC This Agreement Amendment made and entered into 2(d ay of )V1.1(11_, , 2024 by and between the Board of Weld County Commissioners, on behalf of the Weld County Department of Human Services, hereinafter referred to as the "Department", and Cyntegral LLC, hereinafter referred to as the "Contractor". WHEREAS the parties entered into an Agreement for Professional Services, (the "Original Agreement") identified by the Weld County Clerk to the Board of County Commissioners as document No. 2024-0109, approved on January 10, 2024. WHEREAS the parties hereby agree to amend the term of the Original Agreement in accordance with the terms of the Original Agreement and any previously adopted amendment, which is incorporated by reference herein, as well as the terms provided herein. NOW THEREFORE, in consideration of the premises, the parties hereto covenant and agree as follows: • The Original Agreement was set to end on March 31, 2024. • The Original Agreement was amended on: • April 3, 2024 to extend the term date through June 30, 2024. • The Amendments are identified by the Weld County Clerk to the Board of County Commissioners as document number 2024-0109. • These Amendments, together with the Original Agreement, constitutes the entire understanding between the parties. The following additional changes are hereby made to the current Agreement effective June 30, 2024: 1. Paragraph 3. Term, is hereby amended as follows: The term of this Agreement shall be from December 22, 2023 through July 31, 2024, or Contractor's completion of the responsibilities described in Exhibit A. • All other terms and conditions of the Original Agreement remain unchanged. PtcpcOL. orzco/zy Cc; CaD) L/02 -/,A2 2021-0109 Yzooq(o IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written. COUNTY: ATTEST: didttAd;"" Clerk to the Board Deputy Clerk to the Bo1, BOARD OF COUNTY COMMISSIONERS WELD COUNTY, C evin D. Ross, Chair JUN 2 6 2024 TRACTOR: ntegral LLC 8925 West 93rd Avenue Westminster, Colorado 80021 By: Alan Wiley, Owner Date: Jun 13, 2024 EXHIBIT A Scone of Work and Bud et Vendor Category TA Description Activity of Associated Deliverable Timeline Work for Hourly Rate Hours (Total Cost) Cyntegral y LLC al Transition Planning Support and Operations Communication Business Plan, and assistance development, refinement, Collaborative writing includes Closeout Start Continuity -Up Guide of with an a and Plan, Plan. Plan, that Section RFP 2023000170, Deliverable: Operations UHAA Guide 4.11.2.1 4.11.3.2, business the is Date executed) Per Section within after Effective signed RFP (date 30 days the due y and $200.00 20 $4,000.00 TBD contract Cyntegral y LLC al Policy Support currently Create 2023000170 4.10.1.4: Procedures procedures systems obligations Review, Create procedures identified Review, Create procedures the Review, Per that necessary Contractor SEP CCB Policy policies complete policies RFP 2023000170 policies policies Contract. CMA RFP contains CMA CMA Area and Update, Update, programs Update, Create under explicitly in UHAA managed for UHAA and and functions for program and the program p and for 9. program and Section Manual for its Service the all the to Per and g non and the and a - by that Written the Manual referenced & RFP Procedures contribute Procedures deliverable 4.10.1.5.1 Policies Section Policy contract & in to Jul October 4.10.1.5.2: Due operational start 2023 y Per Section than 31, no RFP the date 2024 later to 16, $150.00 175 Due to the scope and breadth fthis his t of project, an exact amount of time cannot be provided 175 is a not to " amount $26,250 procedures for SEP programs currently managed by the SEP for Service Area 9 Review, update, and the creation of policies and procedures may utilize the following resources a) existing P&Ps from Weld and if available other agencies, CO Regulations, Rules, and statues, b) HCPF Operational and Informational Memos, c) RFP UHAA 2023000170, and d) the draft contract associated with the RFP, Appendix B 2 County Contract County will determine how P&Ps are prioritized Out of Scope Services and Supports The Sub -Contractor agrees that it shall not use any funding provided by HMA under this MOU for any alcohol or any tobacco products Funding and Method of Payment The Department agrees to reimburse the Contractor in consideration of the work and services performed under this Agreement at the rate(s) specified above Expenses incurred by the Contractor prior to the term of this Agreement are not eligible Department expenditures and shall not be reimbursed by the Department Contractor agrees to accept payment through County Warrant Payment pursuant to this Agreement, whether in whole or in part, is subject to and contingent upon the continuing availability of said funds for the purposes hereof In the event that said funds, or any part thereof, become unavailable as determined by the Department, the Department may immediately terminate the Agreement or amend it accordingly Terms a. Contractor must submit a detailed invoice to Contractor for the services completed. Invoices must include: 1) Contractor's name 2) Specific approved services performed by Contractor. 3) Name of individual that performed each service. b. Invoices must be submitted monthly to County by the Contractor no later than 10 calendar days after the month services were completed by the Contractor. c. County will review invoices for accuracy and completeness. Approved invoices will be paid to the Contractor within 30 days of County's receipt and approval. Invoices that are not approved will be sent back to the Contractor for revisions or rejected for non-compliance with this agreement's requirements. Remedies The Director of Human Services or designee may exercise the following remedial actions should s/he find the Contractor substantially failed to satisfy the scope of work found in this Agreement. Substantial failure to satisfy the scope of work shall be defined to mean incorrect or improper activities or inaction by the Contractor. These remedial actions are as follows: 1) Withhold payment to the Contractor until the necessary services or corrections in performance are satisfactorily completed. 2) Deny payment or recover reimbursement for those services or deliverables, which have not been performed and which due to circumstances caused by the Contractor cannot be performed or if performed would be of no value to the Department. Denial of the amount of payment shall be reasonably related to the amount of work or deliverables lost to the Department. Incorrect payment to the Contractor due to omission, error, fraud, and/or defalcation shall be recovered from Contractor by deduction from subsequent payments under this Agreement or other agreements between the Department and Contractor, or by the Department as a debt due to the Department or otherwise as provided by law. 8 SIGNATURE REQUESTED: Weld/Cyntegral Amendment #2 Final Audit Report 2024-06-13 Created: 2024-06-13 By: Sara Adams (sadams@weld.gov) Status: Signed Transaction ID: CBJCHBCAABAAgAnK4YnZvKdT7FKtsX4pv59CAsieK0z_ "SIGNATURE REQUESTED: Weld/Cyntegral Amendment #2" H istory ,5 Document created by Sara Adams (sadams@weld.gov) 2024-06-13 - 8:53:30 PM GMT- IP address: 204.133.39.9 ED, Document emailed to Alan D Wiley (awiley@cyntegral.com) for signature 2024-06-13 - 8:54:27 PM GMT t Email viewed by Alan D Wiley (awiley@cyntegral.com) 2024-06-13 - 9:30:45 PM GMT- IP address: 104.47.70.126 656 Document e -signed by Alan D Wiley (awiley@cyntegral.com) Signature Date: 2024-06-13 - 9:31:21 PM GMT - Time Source: server- IP address: 73.14.137.244 Agreement completed. 2024-06-13 - 9:31:21 PM GMT Powered by Adobe Acrobat Sign Contract Form Entity Information Entity Name * CYNTEGRAL LLC Contract Name CYNTEGRAL LLC AMENDMENT #2 Contract Status CTB REVIEW Entity ID" @00046482 Contract ID 8380 Contract Lead * SADAMS New Entity? Parent Contract ID 20240109 Requires Board Approval YES Contract Lead Email Department Project # sadams@weld.gov;cobbx xlk@weld.gov Contract Description* (CONSENT) CYNTEGRAL LLC AMENDMENT #1 TO EXTEND TERM THROUGH JULY 31, 2024 Contract Description 2 Contract Type* AMENDMENT Amount* $ 0.00 Renewable * NO Automatic Renewal Grant IGA Department HUMAN SERVICES Department Email CM- HumanServices@weldgov. com Department Head Email CM-HumanServices- DeptHead@weldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL DGOV.COM If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Requested BOCC Agenda Due Date Date* 06/22/2024 06/26/2024 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Contact Info Review Date* 06/30/2024 Committed Delivery Date Renewal Date Expiration Date* 07/31/2024 Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date CONSENT 06/14/2024 Approval Process Department Head JAMIE ULRICH DH Approved Date 06/14/2024 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 06/26/2024 Finance Approver CONSENT Legal Counsel CONSENT Finance Approved Date Legal Counsel Approved Date 06/14/2024 06/14/2024 Tyler Ref # AG 062624 Originator SADAMS CAGE- lugg-Ian() AGREEMENT AMENDMENT BETWEEN THE WELD COUNTY DEPARTMENT OF HUMAN SERVICES AND CYNTEGRAL LLC �d This Agreement Amendment made and entered into 3 day of 2024 by and between the Board of Weld County Commissioners, on behalf of the Weld County Department of Human Services, hereinafter referred to as the "Department", and Cyntegral LLC, hereinafter referred to as the "Contractor". WHEREAS the parties entered into an Agreement for Professional Services, (the "Original Agreement") identified by the Weld County Clerk to the Board of County Commissioners as document No. 2024-0109, approved on January 10, 2024. WHEREAS the parties hereby agree to amend the term of the Original Agreement in accordance with the terms of the Original Agreement and any previously adopted amendment, which is incorporated by reference herein, as well as the terms provided herein. NOW THEREFORE, in consideration of the premises, the parties hereto covenant and agree as follows: • The Original Agreement will end on March 31, 2024. • This Amendment, together with the Original Agreement, constitutes the entire understanding between the parties. The following additional changes are hereby made to the current Agreement effective March 31, 2024: 1. Paragraph 3. Term, is hereby amended as follows: The term of this Agreement shall be from December 22, 2023 through June 30, 2024, or Contractor's completion of the responsibilities described in Exhibit A. • All other terms and conditions of the Original Agreement remain unchanged. e&' 0,6,,a,616-12) 2oze+-oic9 t42ovG c� IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written. COUNTY: BOARD OF COUNTY COMMISSIONERS to the Boar. WELD COU�LORADO Kevin D. Ross, Chair tegral LLC 25 West 93rd Avenue Westminster, Colorado 80021 APR 032024 By: ""'"_ Alan Wiley, Owner Mar 29, 2024 Date: SIGNATURE REQUESTED: Weld/Cyntegral Amendment #1 Final Audit Report 2024-03-29 Created: 2024-03-29 By: Sara Adams (sadams@weld.gov) Status: Signed Transaction ID: CBJCHBCAABAAF51g9KIPt-kXdQDeJhglheXYoTvXBu2Q "SIGNATURE REQUESTED: Weld/Cyntegral Amendment #1" H istory 5 Document created by Sara Adams (sadams@weld.gov) 2024-03-29 - 7:49:33 PM GMT El Document emailed to Alan D Wiley (awiley@cyntegral.com) for signature 2024-03-29 - 7:50:09 PM GMT t Email viewed by Alan D Wiley (awiley@cyntegral.com) 2024-03-29 - 7:50:27 PM GMT II3® Document e -signed by Alan D Wiley (awiley@cyntegral.com) Signature Date: 2024-03-29 - 7:51:52 PM GMT - Time Source: server Agreement completed. 2024-03-29 - 7:51:52 PM GMT Powered by Adobe Acrobat Sign Contract Form Entity Information Entity Name * CYNTEGRAL LLC Contract Name * CYNTEGRAL LLC AMENDMENT #1 Contract Status CTB REVIEW Entity ID* @00046482 Q New Entity? Contract ID 7990 Contract Lead * SADAMS Contract Lead Email sadams@weld.gov;cobbx xlk@weld.gov Parent Contract ID Requires Board Approval YES Department Project # Contract Description* (CONSENT) CYNTEGRAL LLC AMENDMENT #1 TO EXTEND TERM BEGINNING APRIL 1, 2024 THROUGH JUNE 30, 2025 Contract Description 2 Contract Type* AMENDMENT Amount* $0.00 Renewable* NO Automatic Renewal Grant IGA Department Requested BOCC Agenda Due Date HUMAN SERVICES Date* 03/30/2024 04/03/2024 Department Email CM- HumanServices@weldgov. com Does Contract require Purchasing Dept. to be Department Head Email included? CM-HumanServices- DeptHead@weldgov.com Will a work session with BOCC be required?* NO County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL EY@WEL DGOV.COM If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Review Date* 04/30/2024 Committed Delivery Date Renewal Date Expiration Date* 06/30/2024 Contact Info Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date CONSENT 03/29/2024 Approval Process Department Head Finance Approver Legal Counsel JAMIE ULRICH CONSENT CONSENT DH Approved Date Finance Approved Date Legal Counsel Approved Date 03/29/2024 03/29/2024 03/29/2024 Final Approval BOCC Approved Tyler Ref # AG 040324 BOCC Signed Date Originator SADAMS BOCC Agenda Date 04/03/2024 RESOLUTION RE: APPROVE AGREEMENT FOR PROFESSIONAL SERVICES FOR CASE MANAGEMENT AGENCY (CMA) SCOPE OF WORK POLICY AND PROCEDURE, AND AUTHORIZE CHAIR TO SIGN - CYNTEGRAL, LLC 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 for the Case Management Agency (CMA) Scope of Work Policy and Procedure 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, and Cyntegral, LLC, commencing December22, 2023, and ending March 31, 2024, with further 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 for the Case Management Agency (CMA) Scope of Work Policy and Procedure 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, and Cyntegral, LLC, 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 10th day of January, A.D., 2024, nunc pro tunc December 22, 2023. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, CO ATTEST: dithio je40;,A Weld County Clerk to the Board ILIIA us, LI Deputy Clerk to the Board APRM: County Attorney Date of signature: Ilzs(7-4 \\,0 }}// KevtprDtoss, Chair Perry L. By k, Pro-Tem Mike eeman K. James ine CC: H S D 02 2024-0109 HR0096 Co-ritvaaiDit T1? BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Memorandum of Understanding with Health Management Associates and the associated Professional Services Agreement with Cyntegral. DEPARTMENT: Human Services DATE: December 27, 2023 PERSON REQUESTING: Jamie Ulrich, Director, Human Services Brief description of the problem/issue: Request Board approval of the Memorandum of Understanding between Weld County Department of Human Service (WCDHS) and Health Management Associates (HMA) and the associated Professional Services Agreement between WCDHS and Cyntegral. The MOU between HMA and WCDHS clarifies the Scope of Work and that the payments from HMA will be passed through Weld County to Cyntegral. All work listed on the approved Scope of Work will be completed by Mr. Wiley with Cyntegral on behalf of WCDHS. That work is clarified in the Professional Services Agreement between WCDHS and Cyntegral. All work has been preapproved by the Department Head. The Memorandum of Understanding and associated Professional Services Agreement have been reviewed by Legal (B. Howell.) What options exist for the Board? Approval of the Memorandum of Understanding with Health Management Associates and the associated Professional Services Agreement with Cyntegral. Deny approval of the Memorandum of Understanding with Health Management Associates and the associated Professional Services Agreement with Cyntegral. Consequences: WCDHS will not have a Memorandum of Understanding with HMA and the associated Professional Services agreement with Cyntegral in place to be eligible to receive funding from HMA to pass through to Cyntegral for the completion of work listed in the Professional Services Agreement. Impacts: The upcoming Case Management Agency designation will not have the Scope of Work completed by the due date. Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years): Total cost = $31,250.00 Funded through Colorado Department of Health Care Policy & Financing through Health Management Associates. The funding associated with this request is solely for the purpose of this project. Recommendation: • Approval of the Memorandum of Understanding and associated Professional Services Agreement and authorize the Chair to sign. Support Recommendation Schedule Place on BOCC Agenda Work Session Other/Comments: Perry L. Buck, Pro-Tem 6e"'" Mike Freeman, Chair T" n Scott K. James Kevin D. Ross *`I`' Lori Saine Pass -Around Memorandum; December 27, 2023 - CMS ID TBD 2024-0109 1 10 HIS -00°!(0 WELD COUNTY AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN WELD COUNTY AND CYNTEGRAL LLC THIS AGREEMENT is made and entered into this 1 6111 day of l U. S , 2024, by and between the County of Weld, a body corporate and politic of the State of Colorado, by and t . gh its Board of County Commissioners, whose address is 1150 "O" Street, Greeley, Colorado 80631 hereinafter referred to as "County," and Cyntegral LLC, who whose address is 8925 West 93rd Avenue, Westminster, Colorado 80021; hereinafter referred to as "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 ability, qualifications, and time available to timely perform the services and is willing to perform the services according to the terms of this Agreement. WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill expertise, and experience necessary to provide the services as set forth below; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. Introduction. The terms of this Agreement are contained in the terms recited in this document and in Exhibit A, Scope of Work and Budget, which forms an integral part of this Agreement. Exhibit A is specifically; incorporated herein by this reference. 2. Service or Work. Contractor agrees to provide the materials, equipment and/or products necessary for the; outlined Scope of Work and Budget and further agrees to diligently provide all services and labor, as set forth in Exhibits A. 3. Term. The term of this Agreement shall be from December 22, 2023, through March 31, 2024, or Contractor's completion of the responsibilities described in Exhibit A. 4. Termination. County has the right to terminate this Agreement, with or without cause on thirty (30) days written notice. Furthermore, this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement. 5. Extension or Modification. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional, compensation unless and until Contractor has obtained written authorization and acknowledgement by County' for such additional services. 6. Compensation/Contract Amount. County agrees to pay an amount no greater than $30,250.00 for the terms of this Agreement, as set forth in Paragraph 3. County agrees to pay Contractor through an invoice process during; the course of this Agreement in accordance with the Scope of Work and Budget as described in Exhibit A. Contractor agrees to submit invoices which detail the work completed by Contractor. The County will review each invoice and if it agrees Contractor has completed the invoiced items to the County's satisfaction, it will remit payment to Contractor. 2o24- 0109 Contractor agrees to work within the confines of the Scope of Work and Budget outlined in Exhibit A. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. 7. Independent Contractor. Contractor agrees that it is an independent Contractor and that Contractor's officers, agents or employees will not become employees of County, nor entitled to any employee benefits from County as a result of the execution of this Agreement. Contractor shall perform its duties hereunder as an independent Contractor. Contractor shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. Contractor, its employees and agents are not entitled to unemployment insurance or workers' compensation benefits through County and County shall not pay for or otherwise provide such coverage for Contractor or any of its agents or employees. Unemployment insurance benefits will be available to Contractor and its employees and agents only if such coverage is made available by Contractor or a third party. Contractor shall pay when due all applicable employment taxes and income taxes and local head taxes (if applicable) incurred pursuant to this Agreement. 8. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the completion of this Project without County's prior written consent, which may be withheld in County's sole discretion. 9. Ownership. All work and information obtained by Contractor under this Agreement or individual work order shall become or remain (as applicable), the property of County. 10. Confidentiality. Contractor agrees to keep confidential all of County's confidential information. Contractor agrees not to sell, assign, distribute, or disclose any such confidential information to any other person or entity without seeking written permission from the County. Contractor agrees to advise its employees, agents, and consultants, of the confidential and proprietary nature of this confidential information and of the restrictions imposed by this agreement. 11. Warranty. Contractor warrants that the services performed under this Agreement will be performed in a manner consistent with the standards governing such services and the provisions of this Agreement. Contractor further represents and warrants that all services shall be performed by qualified personnel in a professional and workmanlike manner, consistent with industry standards, and that all services will conform to applicable specifications. 12. Acceptance of Services Not a Waiver. In no event shall any action by County hereunder constitute or be construed to be a waiver by County of any breach of this Agreement or default which may then exist on the part of Contractor. Acceptance by the County of, or payment for, the services completed 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. 13. Insurance and Indemnification. Contractor shall procure at least the minimum amount of automobile liability insurance required by the State of Colorado for the use of any personal vehicle. Proof of said automobile liability insurance shall be provided to County prior to the performance of any services under this Agreement. 14. Professional Liability (Errors and Omissions Liability). The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the Scope of Work of this contract. Contractor shall maintain limits for all claims covering wrongful acts, errors and/or omissions, including design errors, if applicable, for damage sustained by reason of or in the course of operations under this Contract resulting from 2 professional services. In the event that the professional liability insurance required by this Contract is written on a claims -made basis, Contractor warrants that any retroactive date under the policy shall precede the effective, date of this Contract; and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of six (6) months beginning at the time work under this Contract is completed. Minimum Limits: Per Loss Aggregate $ 1,000,000 $ 2,000,000 15. Indemnity. The Contractor shall defend, indemnify and hold harmless County, its officers, agents, and employees, from and against injury, loss damage, liability, suits, actions, or claims of any type or character arising out of the work done in fulfillment of the terms of this Contract or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contractor to conform to any statutes, ordinances, regulation, law or court decree. 16. Non -Assignment. Contractor may not assign or transfer this Agreement or any interest therein or claim', thereunder, without the prior written approval of County. 17. 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. 18. Compliance with Law. Contractor shall strictly comply with all applicable federal and State laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. 19. 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. 20. Entire Agreement/Modifications. This Agreement including the Exhibits attached hereto and incorporated herein, contains the entire agreement between the parties with respect to the subject matter contained in this:. Agreement. This instrument supersedes all prior negotiations, representations, and understandings 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. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this: Agreement by County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. 22. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507. The: signatories to this Agreement state that to their knowledge, no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. 23. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, 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. 3 24. Governmental Immunity. No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. 25. Force Majeure. Neither the Contractor nor the County shall be liable for any delay in, or failure of performance of, any covenant or promise contained in this Agreement, nor shall any delay or failure constitute default or give rise to any liability for damages if, and only to extent that, such delay or failure is caused by "force majeure." As used in this Agreement, "force majeure" means acts of God, acts of the public enemy, unusually severe weather, fires, floods, epidemics, quarantines, strikes, labor disputes and freight embargoes, to the extent such events were not the result of, or were not aggravated by, the acts or omissions of the non- performing or delayed party. 26. 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. 27. Board of County Commissioners of Weld County Approval. This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado or its designee. 28. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute between the parties, Contractor agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 29. Public Employment Retirement Program. Contractor is responsible for notifying Weld County of any previous participation in the Colorado Public Employee Retirement Program. Contractor must notify Weld County of the most recent employment for a PERA contributing employer. 30. Public Contracts for Services. Contract Professional certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract. Contract Professional will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E -Verify program. Contract Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a subcontractor that fails to certify with Contract Professional that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Contract Professional shall not use E -Verify Program or State of Colorado program procedures to undertake pre -employment screening or job applicants while this Agreement is being performed. If Contract Professional obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien Contract Professional shall notify the subcontractor and County within three (3) days that Contract Professional has actual knowledge that a subcontractor is employing or contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving notice. Contract Professional shall not terminate the contract if within three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. Contract Professional shall comply with reasonable requests made in the course of an investigation, by the Colorado Department of Labor and Employment. Contract Professional shall, within twenty days after hiring a 4 new employee to perform work under the contract, affirm that Contract Professional has examined the legal work status of such employee, retained file copies of the documents, and not altered or falsified the identification documents for such employees. Contract Professional shall deliver to County, a written notarized affirmation that it has examined the legal work status of such employee and shall comply with all of the other requirements of federal or state law. If Contract Professional fails to comply with any requirement of this provision, County may terminate this Agreement for breach, and if so terminated, Contract Professional shall be liable for actual and consequential damages. Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if Contract Professional receives federal or state funds under the contract, Contract Professional must confirm that any individual natural person eighteen (18) years of age or older is lawfully present in the United States, if such individual applies for public benefits provided under the contract. If Contract Professional operates as a sole proprietor, it hereby swears or affirms under penalty of perjury that it: is a citizen of the United States or is otherwise lawfully present in the United States pursuant to federal law, (b) shall produce one of the forms of identification required by federal or state law, and (c) shall produce one of the forms of identification required by federal law prior to the effective date of the contract. 31. Acknowledgment. County and Contractor acknowledge that each has read this Agreement, understands it and agrees to be bound by its terms. Both parties further agree that this Agreement, with the attached Exhibit A, is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written. COUNTY: ATTEST: ,AdiAtiV � %darn&co BOARD OF COUNTY COMMISSIONERS Clerk to the Boa WELD COUNTY. COLORADO BY: Deputy Cl ' k to the 0 in D. Ross, Chair NTRACTOR: Cyntegral LLC 8925 West 93rd Avenue Westminster, Colorado 80021 By:/(4,, JAN 1 0 2024 Alan Wiley Date: Dec 21, 2023 5 202-1- O i o� EXHIBIT A Scope of Work and Budget Vendor Categoy Description of Activity Associated Deliverable Work for Hourly Rate Hours (Total Cost) TA Timeline Cyntegral LLC and Operations Communication Business Plan, and assistance refinement, Collaborative development, writin includes Closeout Start g Continuity -Up Guide of with a and an Plan, Plan. that Plan, RFP 2023000170, Section Deliverable: Operations UHAA Guide 4.11.2. l business is 4.11.3.2, the Date executed) Per Section within after Effective signed RFP (date 30 days the due and $200.00 20 S4,000.00 g TBD contract Transition Plannir Suppo-t g Cyntegral LLC Polic Siuppo systems currently Create obligations Review, Create procedures identified Review, Create the Review, Per 2023000170 4.10.1.4: Procedures that procedures_ necessary procedures SEP Policy policies Contractor complete P of RFP 2023000170 policies CCB policies Contract. CMA RFP contains CMA icies CMA Area and Update, Update, programs managed for Update, UHAA Create under explicitly in UHAA and Manual and far functions for program and the program P and for Service 9. program and Section its the all the to and Per and g non and a the by - that Written the Manual referenced & RFP Procedures deliverable 4.10.1.5.1 Procedures contribute Policies Section contract Policy to & in October February 4.10.1.5.2: Due operational start 2022 Per Section than 2024 no RFP the date to later 16, 15, $150.00 175 Due to the scope and breadth afthis p �-o �ect, an exact amount of time cannot be provided. 175 is a "not to amount $26,250 6 procedures programs managed for Service currently by Area for SEP SEP 9. the Review, the policies update, creation and of and procedures the resources: following may utilize a) existing P&Ps if from available agencies, Weld other CO and Regulations, and statues, Rules, b) HCPF Operational and Informational c) RFP UHAA Memos, 2023000170, associated the draft and contract with the d) RFP, Appendix B.2 County Contract County how will P&Ps prioritized. determine are Out of Scope Services and Supports The Sub -Contractor agrees that it shall not use any funding provided by HMA under this MOU for any alcohol or any tobacco products. Funding and Method of Payment The Department agrees to reimburse the Contractor in consideration of the work and services performed under this Agreement at the rate(s) specified above. Expenses incurred by the Contractor prior to the term of this Agreement are not eligible Department expenditures and shall not be reimbursed by the Department. Contractor agrees to accept payment through County Warrant. Payment pursuant to this Agreement, whether in whole or in part, is subject to and contingent upon the continuing availability of said funds for the purposes hereof. In the event that said funds, or any part thereof, become unavailable as determined by the Department, the Department may immediately terminate the Agreement or amend it accordingly. 7 Terms a. Contractor must 4ubmit a detailed invoice to Contractor for the services completed. Invoices must include: 1) Contractor's name 2) Specific approved services performed by Contractor. 3) Name of ndividual that performed each service. b. Invoices must be submitted monthly to County by the Contractor no later than 10 calendar days after the month services were completed by the Contractor. c. County will revi invoices for accuracy and completeness. Approved invoices will be paid to the Contractor within 30 days of County's receipt and approval. Invoices that are not approved will be sent back to the Contractor for revisions or rejected for non-compliance with this agreement's requirements. Remedies The Director of Hunan Services or designee may exercise the following remedial actions should s/he find the Contractor substantially failed to satisfy the scope of work found in this Agreement. Substantial failure to satisfy the scope of work shall be defined to mean incorrect or improper activities or inaction by the Contractor. These remedial actions are as follows: 1) Withholc payment to the Contractor until the necessary services or corrections in performance are satisfactcrily completed. 2) Deny pa imcnt or recover reimbursement for those services or deliverables, which have not been performed and which due to circumstances caused by the Contractor cannot be performed or if performed would be of no value to the Department. Denial of the amount of payment shall be reasonab y related to the amount of work or deliverables lost to the Department. Incorrect payment tc the Contractor due to omission, error, fraud, and/or defalcation shall be recovered from Contractor by deduction from subsequent payments under this Agreement or other agreements between the Department and Contractor, or by the Department as a debt due to the Department or otherwise as provided by law. 8 SIGNATURE REQUESTED: Weld/Cyntegral PSA 122123 Final Audit Report 2023-12-21 Created: 2023-12-21 By: Sara Adams (sadams@co.weld.co.us) Status: Signed Transaction ID: CBJCHBCAABAAmYIPj70tdRugT8Zy5wM3DE0_bQP21wlp "SIGNATURE REQUESTED: Weld/Cyntegral PSA 122123" Hist ory 5 Document created by Sara Adams (sadams@co.weld.co.us) 2023-12-21 - 9:49:42 PM GMT .► Document emailed to Alan D Wiley (awiley@cyntegral.com) for signature 2023-12-21 - 9:51:10 PM GMT t Email viewed by Alan D Wiley (awiley@cyntegral.com) 2023-12-21 -10:13:07 PM GMT 12 Document e -signed by Alan D Wiley (awiley@cyntegral.com) Signature Date: 2023-12-21 - 10:13:31 PM GMT- Time Source: server Agreement completed. 2023-12-21 - 10:13:31 PM GMT Powered by Adobe Acrobat Sign Contract Form Entity Information Entity Name* CYNTEGRAL LLC Contract Name * PROFESSIONAL SERVICES AGREEMENT Contract Status CTB REVIEW Entity ID* @00046482 Q New Entity? Contract ID 7728 Contract Lead * SADAMS Contract Lead Email sadams@weld.gov;cobbx xlk@weld.gov Parent Contract ID Requires Board Approval YES Department Project # Contract Description* THIS AGREEMENT IS ASSOCIATED WITH THE MOU WCDHS HAS WITH HEALTH MANAGEMENT ASSOCIATES. CYNTEGRAL WILL BE COMPLETING THE CMA SCOPE OF WORK ON BEHALF OF WCDHS AND THE FUNDING WCDHS RECEIVES FOR THE WORK PREFORMED WILL BE PASSED THROUGH TO CYNTEGRAL. Contract Description 2 Contract Type* AGREEMENT Amount* $31,250.00 Renewable * NO Automatic Renewal Grant IGA Department Requested BOCC Agenda Due Date HUMAN SERVICES Date* 01/06/2024 01/10/2024 Department Email CM- HumanServices@weldgov. com Department Head Email CM-Human5ervices- DeptHead@weldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL DGOV.COM Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Review Date* 01/31/2024 Committed Delivery Date Renewal Date Expiration Date* 03/31/2024 Contact Info Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date Approval Process Department Head Finance Approver Legal Counsel JAMIE ULRICH CHRIS D'OVIDIO BYRON HOWELL DH Approved Date Finance Approved Date Legal Counsel Approved Date 01/03/2024 01/04/2024 01/04/2024 Final Approval BOCC Approved Tyler Ref # AG 011024 BOCC Signed Date Originator SADAMS BOCC Agenda Date 01/10/2024 Hello