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Home My WebLink About20252959.tiffResolution Approve Professional Service Agreement for Low -Income Energy Assistance Program (LEAP) Outreach Incentive Program and Authorize Chair to Sign — United Way of Weld County 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 a Professional Service Agreement for the Low -Income Energy Assistance Program (LEAP) Outreach Incentive Program 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 United Way of Weld County, commencing October 1, 2025, and ending September 30, 2026, 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 Professional Service Agreement for the Low -Income Energy Assistance Program (LEAP) Outreach Incentive Program 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 United Way of Weld County, 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 Board of County Commissioners of Weld County, Colorado, approved the above and foregoing Resolution, on motion duly made and seconded, by the following vote on the 29th day of October, A.D., 2025, nunc pro tunc October 1, 2025: Perry L. Buck, Chair: Aye Scott K. James, Pro-Tem: Aye Jason S. Maxey: Excused Lynette Peppier: Excused Kevin D. Ross: Aye Approved as to Form: Bruce Barker, County Attorney Attest: Esther E. Gesick, Clerk to the Board cc%1.ISD us as 2025-2959 HR0097 Conkvack-mt-Og 1 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Professional Services Agreement with United Way of Weld County for the Low -Income Energy Assistance Program (LEAP) Outreach Program. DEPARTMENT: Human Services DATE: October 14, 2025 PERSON REQUESTING: Jamie Ulrich, Director, Human Services Brief description of the problem/issue: The Department is requesting to enter into a Professional Services Agreement (PSA) with United Way of Weld County (UWWC) to provide Low -Income Energy Assistance Program (LEAP) outreach services to vulnerable populations who meet eligibility requirements for the program year 2025-2026. The term of this agreement is October 1, 2025 through September 30, 2026. What options exist for the Board? • Approval of the 2025-26 PSA with UWWC for the LEAP Outreach Program. • Deny approval of 2025-26 PSA with UWWC for LEAP Outreach Program Consequences: Weld County will not be able to partner with UWWC to develop and implement the LEAP Program. Impacts: Weld County clients will not have access to the LEAP outreach services. Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years): • Total funding = $61,524.15 LEAP outreach funds. • Funded through Colorado Department of Human Services. Recommendation: • Approval of the Professional Services Agreement and authorize the Chair to sign. Support Recommendation Schedule Place on BOCC Anenda Work Session Other/Comments: Perry L. Buck Scott K. James Jason S. Maxey Lynette Peppier Kevin D. Ross Pass -Around Memorandum; October 14, 2025 - CMS ID 9987 2025-2959 io/29 012-13U3I-1 PROFESSIONAL SERVICE AGREEMENT BETWEEN WELD COUNTY AND UNITED WAY OF WELD COUNTY (LEAP OUTREACH PROGRAM) THIS AGREEMENT is made and entered into this 2-9 day of ockpb J/ , 2025, by and between the Board of Weld County Commissioners, on behalf of Department of Human Services, hereinafter referred to as "County," and United Way of Weld County, hereinafter referred to as "Contractor". WHEREAS, County desires to retain Contractor to perform services as required by County and set forth in the attached Exhibits; and WHEREAS, Contractor is willing and has the specific ability, qualifications, and time to perform the required services according to the terms of this Agreement; and 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 the attached Exhibits, each of which forms an integral part of this Agreement and are incorporated herein. The parties each acknowledge and agree that this Agreement, including the attached Exhibits, define the performance obligations of Contractor and Contractor's willingness and ability to meet those requirements (the "Work"). If a conflict occurs between this Agreement and any Exhibit or other attached document, the terms of this Agreement shall control, and the remaining order of precedence shall be based upon order of attachment. Exhibit A consists of the Scope of Services. 2. Service or Work. Contractor agrees to procure the materials, equipment and/or products necessary for the Work and agrees to diligently provide all services, labor, personnel, and materials necessary to perform and complete the Work described in the attached Exhibits. Contractor shall further be responsible for the timely completion and acknowledges that a failure to comply with the standards and requirements of Work within the time limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement. 3. Term. The term of this Agreement shall be from October 1, 2025, through September 30, 2026, or until Contractor's completion of the responsibilities described in the attached Exhibits and is subject to continued budget appropriations. This Agreement may be extended upon mutual written agreement of the Parties. 1 Zo2S- 2959 4. Termination; Breach; Cure. 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. Material breach means the failure of a Party to perform any of its obligations in accordance with this Contract, in whole or in part or in a timely or satisfactory manner. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within 30 days after the institution of such proceeding, shall also constitute a breach. If Contractor is debarred or suspended under §24-109-105, C.R.S. at any time during the term of this Contract, then such debarment or suspension shall constitute a breach. 5. County's Remedies. If Contractor is in breach under any provision of this Contract and fails to cure such breach upon notice and cure within 30 days in accordance with Paragraph 4, the County, following the notice and cure period, shall have all the remedies listed in this section in addition to all other remedies set forth in this Contract, in equity, or at law. The County may exercise any or all the remedies available to it, in its discretion, concurrently or consecutively. a) Termination for Breach of Contract In the event of Contractor's uncured breach, the County may terminate this entire Contract or any part of this Contract. Contractor shall continue performance of this Contract to the extent not terminated, if any. i. Obligations and Rights To the extent specified in any termination notice, Contractor shall not incur further obligations or render further performance past the effective date of such notice and shall terminate outstanding orders and subcontracts with third parties. However, Contractor shall complete and deliver to the County all Work not cancelled by the termination notice and may incur obligations as necessary to do so within this Contract's terms. At the request of the County, Contractor shall assign to the County all of Contractor's rights, title, and interest in and to such terminated orders or subcontracts. Upon termination, Contractor shall take timely, reasonable and necessary action to protect and preserve property in the possession of Contractor but in which the County has an interest. At the County's request, Contractor shall retum materials owned by the County in Contractor's possession at the time of any termination. Contractor shall deliver all completed Work Product and all Work Product that was in the process of completion to the County at the County's request. ii. Payments Notwithstanding anything to the contrary, the County shall only pay Contractor for accepted Work received and satisfactorily completed as of the date of termination. iii. Damages and Withholding Notwithstanding any other remedial action by the County, Contractor shall remain liable to the County for any damages sustained by the County in 2 connection with any breach by Contractor, and the County may withhold payment to Contractor for the purpose of mitigating the County's damages until such time as the exact amount of damages due to the County from Contractor is determined. The County may withhold any amount that may be due Contractor as the County deems necessary to protect the County against loss including, without limitation, loss as a result of outstanding liens and excess costs incurred by the County in procuring from third parties replacement Work as cover. b) Remedies Not Involving Termination The County, in its discretion, may exercise one or more of the following additional remedies: i. Suspend Performance Suspend Contractor's performance with respect to all or any portion of the Work pending corrective action as specified by the County without entitling Contractor to an adjustment in price or cost or an adjustment in the performance schedule. Contractor shall promptly cease performing Work and incurring costs in accordance with the County's directive, and the County shall not be liable for costs incurred by Contractor after the suspension of performance. ii. Withhold Payment Withhold payment to Contractor until Contractor corrects its Work. iii. Deny Payment Deny payment for Work not performed, or that due to Contractor's actions or inactions, cannot be performed or if they were performed are reasonably of no value to the County; provided, that any denial of payment shall be equal to the value of the obligations not performed. iv. Intellectual Property If any Work infringes, or if the County in its sole discretion determines that any Work is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Contractor shall, as approved by the County, (i) secure that right to use such Work for the County and Contractor; (ii) replace the Work with non -infringing Work or modify the Work so that it becomes non - infringing; or, (iii) remove any infringing Work and refund the amount paid for such Work to the County. 6. Contractor's Remedies. If the County is in breach of any provision of this Contract and does not cure such breach, Contractor, following the notice and cure period in Paragraph 4, may engage the County in informal resolution process, and shall otherwise have all remedies available at law and equity. 7. Extension or Amendment. 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. 3 8. Compensation/Contract Amount. County agrees to pay an amount no greater than $61,524.15 for the term of this Agreement, as set forth in Paragraph 3. County agrees to pay Contractor through an invoice process during the term of this Agreement in accordance with 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. No payment in excess of that set forth in the Exhibits will be made by County unless an Amendment authorizing such additional payment has been specifically approved by Weld County as required pursuant to the Weld County Code. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper because the service for which payment was made did not perform as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. 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. Unless expressly enumerated in the attached Exhibits, Contractor shall not be entitled to be paid for any other expenses (e.g. mileage). Notwithstanding anything to the contrary contained in this Agreement, financial obligations of the County payable after the current fiscal year are contingent upon county, state and or federal 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. This Agreement is subject to and contingent upon the continuing availability of county, state and or federal funds for the purposes hereof. Contractor agrees to work within the confines of the Scope of Services outlined in Exhibit A. 9. Independent Contractor. Contractor agrees that it is an independent contractor and that Contractor's officers, agents or employees will not become employees or agents of County, nor entitled to any employee benefits (including unemployment insurance or workers' compensation benefits) from County as a result of the execution of this Agreement. Contractor shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. Any provisions in this Contract that may appear to give the County the right to direct contractor as to details of doing work or to exercise a measure of control over the work mean that Contractor shall follow the direction of the County as to end results of the work only. The Contractor is obligated to pay all federal and state income tax on any moneys eamed or paid pursuant to this contract. 10. 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 the Work without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the 4 Work during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Work. Contractor shall require each subcontractor, as approved by County and to the extent of the Work to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees, and subcontractors. 11. 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. In addition, all reports, documents, data, plans, drawings, records, and computer files generated by Contractor in relation to this Agreement and all reports, test results and all other tangible materials obtained and/or 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. 12. Confidentiality. Confidential information of the Contractor should be transmitted separately from non -confidential information, clearly denoting in red on the relevant document at the top the word, "CONFIDENTIAL." However, Contractor is advised that as a public entity, Weld County must comply with the provisions of the Colorado Open Records Act (CORA), C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. 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. 13. Warranty. Contractor warrants that the Work 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 Work shall be performed by qualified personnel in a professional manner, consistent with industry standards, and that all services will conform to applicable specifications. 14. Acceptance of Services 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(s) furnished under this Agreement shall not in any way relieve Contractor of responsibility for the quality and accuracy of the project. 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, and County's action or inaction when any such breach or default exists shall not impair or prejudice any right or remedy available to County with respect to such breach or default. No assent expressed or implied, to any breach of any one or more covenants, provisions or conditions of the Agreement shall be deemed or taken 5 to be a waiver of any other breach. Acceptance by the County of, or payment for, the Work 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. 15. Insurance. Contractor must secure, before the commencement of the Work, the following insurance covering all operations, goods, and services provided pursuant to this Agreement, and shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, and during any warranty period. For all coverages, Contractor's insurer shall waive subrogation rights against County. Contractor shall provide coverage with limits of liability no less than those stated below. An excess liability policy or umbrella liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a "following form" basis. Acceptability of Insurers: Insurance is to be placed with insurers duly licensed or authorized to do business in the state of Colorado and with an "A.M. Best" rating of not less than A -VII. The County in no way warrants that the above -required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency. Required Types of Insurance Workers' Compensation and Employer's Liability Insurance as required by state statute, covering all of the Contractor's employees acting within the course and scope of their employment. The policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contractor or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contractor or subcontractor executes the appropriate sole proprietor waiver form. Minimum Limits: Coverage A (Workers' Compensation) Statutory Coverage B (Employers Liability) $ 100,000 $ 100,000 $ 500,000 Commercial General Liability Insurance - Occurrence Form Policy shall indude bodily injury, property damage, liability assumed under an Insured Contract. The policy shall be endorsed to include the following additional insured language: "Weld County, its subsidiary, parent, elected officials, trustees, employees, associated and/or affiliated entities, successors, or assigns, agents, and volunteers shall be named as additional insureds with respect to liability arising out of the activities performed by, or on behalf of the Contractor." Such policy shall include Minimum Limits as follows: General Aggregate Products/Completed Operations Aggregate Each Occurrence Limit Personal/Advertising Injury 6 $ 1,000,000 $ 1,000,000 $ 1,000,000 $ 1,000,000 Automobile Liability Insurance Bodily Injury and Property Damage for any owned, hired, and non -owned vehicles used in the performance of this Contract. Such policy shall maintain Minimum Limits as follows: Bodily Injury/Property Damage (Each Accident) $ 1,000,000 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 Services 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 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 two (2) years beginning at the time work under this Contract is completed. Minimum Limits: Per Loss Aggregate $ 1,000,000 $ 2,000,000 16. Proof of Insurance. Upon County's request, Contractor shall provide to County, for examination, a policy, endorsement, or other proof of insurance as determined in County's sole discretion. Provided information for examination shall be considered confidential, and as such, shall be deemed not subject to Colorado Open Records Act (CORA) disclosure. All insurers must be licensed or approved to do business within the State of Colorado, and unless otherwise specified, all policies must be written on a per occurrence basis. The Contractor shall provide the County with a Certificate of Insurance evidencing all required coverages, before commencing work or entering the County premises. The Contractor shall furnish the County with certificates of insurance (ACCORD) form or equivalent approved by the County as required by this Contract. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The Contractor shall name on the Certificate of Insurance "Weld County, its successors or assigns; its elected officials, employees, agents, affiliated entities, and volunteers as Additional Insureds" for work that is being performed by the Contractor. On insurance policies where Weld County is named as an additional insured, the County shall be an additional insured to the full limits of liability purchased by the Contractor even if those limits of liability are in excess of those required by this Contract. 7 Each insurance policy required by this Agreement must be in effect at or prior to commencement of work under this Agreement and remain in effect for the duration of the project, and for a longer period of time if required by other provisions in this Agreement. Failure to maintain the insurance policies as required by this Agreement or to provide evidence of renewal is a material breach of contract. All certificates and any required endorsement(s) shall be sent directly to the County Department Representative's Name and Address. The project/contract number and project description shall be noted on the Certificate of Insurance. The County reserves the right to require complete, certified copies of all insurance policies required by this Agreement at any time, and such shall also be deemed confidential. Any modification or variation from the insurance requirements in this Agreement shall be made by the County Attorney's Office, whose decision shall be final. Such action will not require a formal contract amendment but may be made by administrative action. 17. Additional Insurance Related Requirements. The County requires that all policies of insurance be written on a primary basis, non-contributory with any other insurance coverages and/or self-insurance carried by the County. The Contractor shall advise the County in the event any general aggregate or other aggregate limits are reduced below the required per occurrence limit. At their own expense, the Contractor will reinstate the aggregate limits to comply with the minimum requirements and shall furnish the County with a new certificate of insurance showing such coverage is in force. Commercial General Liability Completed Operations coverage must be kept in effect for up to three (3) years after completion of the project. Contractors Professional Liability (Errors and Omissions) policy must be kept in effect for up to three (3) years after completion of the project. Certificates of insurance shall state that on the policies that the County is required to be named as an Additional Insured, the insurance carrier shall provide a minimum of 30 days advance written notice to the County for cancellation, non -renewal, suspension, voided, or material changes to policies required under this Agreement. On all other policies, it is the Contractor's responsibility to give the County 30 days' notice if policies are reduced in coverage or limits, cancelled or non -renewed. However, in those situations where the insurance carrier refuses to provide notice to County, the Contractor shall notify County of any cancellation, or reduction in coverage or limits of any insurance within seven (7) days or receipt of insurer's notification to that effect. The Contractor agrees that the insurance requirements specified in this Agreement do not reduce the liability Contractor has assumed in the indemnification/hold harmless section of this Agreement. Failure of the Contractor to fully comply with these requirements during the term of this Agreement may be considered a material breach of contract and may be cause for immediate termination of the Agreement at the option of the County. The County 8 reserves the right to negotiate additional specific insurance requirements at the time of the contract award. 18. Subcontractor Insurance. Contractor hereby warrants that all subcontractors providing services under this Agreement have or will have the above -described insurance prior to their commencement of the Work, or otherwise that they are covered by the Contractor's policies to the minimum limits as required herein. Contractor agrees to provide proof of insurance for all such subcontractors upon request by the County. 19. No limitation of Liability. The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Contractor. The County in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the Work under by the Contractor, its agents, representatives, employees, or subcontractors. The Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contractor is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. The Contractor shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement. 20. Certification of Compliance with Insurance Requirements. The Contractor stipulates that it has met the insurance requirements identified herein. The Contractor shall be responsible for the professional quality, technical accuracy, and quantity of all services provided, the timely delivery of said services, and the coordination of all services rendered by the Contractor and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. 21. Mutual Cooperation. The County and Contractor shall cooperate with each other in the collection of any insurance proceeds which may be payable in the event of any loss, including the execution and delivery of any proof of loss or other actions required to effect recovery. 22. Indemnity. The Contractor shall indemnify, hold harmless and, not excluding the County's right to participate, defend the County, its officers, officials, agents, and employees, from and against any and all liabilities, claims, actions, damages, losses, and expenses including without limitation reasonable attorneys' fees and costs, (hereinafter referred to collectively as "claims") for bodily injury or personal injury including death, or loss or damage to tangible or intangible property caused, or alleged to be caused in whole or in part by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of or recovered under the Workers' Compensation Law or arising out of the failure of such contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific intention of the parties that the County shall, in all instances, except for claims arising solely from the negligent or willful acts or omissions of the County, be indemnified by Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss 9 investigation, defense, and judgment costs where this indemnification is applicable. In consideration of award of this contract, the Contractor agrees to waive all rights of subrogation against the County, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the County. The Contractor shall be fully responsible and liable for any and all injuries or damage received or sustained by any person, persons, or property on account of its performance under this Agreement or its failure to comply with the provisions of the Agreement. A failure of Contractor to comply with these indemnification provisions shall result in County's right but not the obligation to terminate this Agreement or to pursue any other lawful remedy. 23. Non -Assignment. Contractor may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contractor to assign or transfer its rights hereunder without such prior approval by County shall, at the option of County, automatically terminate this Agreement and all rights of Contractor hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 24. Examination of Records. To the extent required by law, the Contractor agrees that a duly authorized representative of County, including the County Auditor, shall have access to and the right to examine and audit any books, documents, papers and records of Contractor, involving all matters and/or transactions related to this Agreement. Contractor agrees to maintain these documents for three years from the date of the last payment received. 25. Interruptions. Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes, or Governmental actions. 26. Notices. County may designate, prior to commencement of Work, its project representative ("County Representative") who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to County Representative. All notices or other communications made by one party to the other concerning the terms and conditions of this contract shall be deemed delivered under the following circumstances: a) personal service by a reputable courier service requiring signature for receipt; or b) five (5) days following delivery to the United States Postal Service, postage prepaid addressed to a party at the address set forth in this contract; or c) electronic transmission via email at the address set forth below, where a receipt or acknowledgment is required and received by the sending party; or Either party may change its notice address(es) by written notice to the other. Notice may be sent to: 10 TO CONTRACTOR: Name: Melanie Woolman Position: President and Chief Executive Officer Address: 814 9th Street Address: Greeley, Colorado 80634 E-mail: mwoolman@unitedway-weld.org Phone: (970) 353-4300 TO COUNTY: Name: Jamie Ulrich Position: Director Address: P.O. Box A Address: Greeley, Colorado 80632 E-mail: ulrichjj@weld.gov Phone: (970) 400-6510 27. 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. 28. Non -Exclusive Agreement. This Agreement is nonexclusive, and County may engage or use other Contractors or persons to perform services of the same or similar nature. 29. 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. 30. 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. 31. 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. Contractor agrees that if Contractor was a former employee of the Department of Human Services, or employs a former employee of the Department of Human Services, that Contractor will also abide by applicable requirements under C.R.S. 24-18-201 et seq. 32. Survival of Termination. The obligations of the parties under this Agreement that by their nature would continue beyond expiration or termination of this Agreement (including, without limitation, the warranties, indemnification obligations, confidentiality and record keeping requirements) shall survive any such expiration or termination. 11 33. 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. 34. Non -Waiver. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Contract, the monetary limitations or any other immunities, rights, benefits, and protections, provided by the Colorado Governmental Immunity Act §§24-10-101 et seq., as from time to time amended, or otherwise available to the County, its subsidiary, associated and/or affiliated entities, successors, or assigns; or its elected officials, employees, agents, and volunteers. 35. 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 or results from acts beyond the impacted Party's reasonable control, including without limitation, the following "force majeure" events that frustrate the purpose of this Agreement: 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, government order or law, action by any governmental authority, and other similar events beyond the reasonable control of the impacted party, 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. However, if force majeure occurs after the party delays performance, the party shall not be exempted from liability. The Party affected by the force majeure shall make reasonable efforts to reduce the consequences caused by the force majeure. If the force majeure affects the performance of the contract, the party that is subject to force majeure shall promptly notify the other party and submit to the other party a sufficient and valid proof of force majeure within a reasonable period of time. Otherwise, the corresponding liability shall not be waived. 36. 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. 37. 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. 12 38. 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. 39. No Employment of Unauthorized Aliens. Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an unauthorized alien who will perform work under this Agreement (see 8 U.S.C.A. §1324a and (h)(3)), nor enter into a contract with a subcontractor that employs or contracts with an unauthorized alien to perform work under this Agreement. Upon request, contractor shall deliver to the County a written notarized affirmation that it has examined the legal work status of an employee and shall comply with all other requirements of federal or state law, including employment verification requirements contained within state or federal grants or awards funding public contracts. Contractor agrees to comply with any reasonable request from the Colorado Department of Labor and Employment in the course of any investigation. If Contractor fails to comply with any requirement of this provision, County may terminate this Agreement for breach, and if so terminated, Contractor shall be liable for actual and consequential damages. 40. Attorney's Fees/Legal Costs. In the event of a dispute between County and Contractor concerning this Agreement, the parties agree that each party shall be responsible for the payment of attorney fees and/or legal costs incurred by or on its own behalf. 41. Binding Arbitration Prohibited. Weld County does not agree to binding arbitration by any extra -judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by reference shall be null and void. 42. 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 Exhibits, 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. 13 IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written. COUNTY: ATTEST: - 4- 6 Clerk to the Board BY:II1j1AJ)IW1 �kO1 Deputy Clerk to the Bo d a 1861 E z BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO uck, Chair OCT 2 9 2025 CTOR: d Way of Weld County 819 9th Street Greeley, Colorado 80634 By: Melanie Woolman (Oct 27, 2025 08:48:06 MDT) Melanie Woolman President and Chief Executive Officer 10/27/2025 Date: 14 2025'51 EXHIBIT A SCOPE OF SERVICES I. Contractor's Roles and Responsibilities UWWC will develop and implement a LEAP outreach campaign, with a focus on informing the community about LEAP. This campaign will primarily focus on meeting the above goals by: Utilizing LEAP promotions such as social media, radio ads, flyers, etc., that will lead people to www.unitedway-weld.org/LEAP to obtain more information and to apply. Utilizing the web page www.unitedway-weld.orq/LEAP where people may obtain information on the LEAP program. Coordinating with other agencies, organizations, and groups to facilitate participation of potentially eligible persons with emphasis on the most vulnerable populations including older adults, disabled, home -bound, and non-English speaking residents. Providing access to Heating Fuel Assistance Program information and application forms. UWWC will identify locations in the county, such as community action programs, Social Security offices, and low-income housing sites for distribution and acceptance of applications. Providing an effective county -wide information and referral system involving local agencies and organizations. Providing a referral system to weatherization and other energy conservation programs. Providing special efforts to meet the needs of vulnerable populations, including aiding in completing applications and assisting applicants with securing the required verification. Providing regular communication with cooperating agencies to identify concerns, problems, and new opportunities to improve outreach. Working with utility companies to refer eligible customers to LEAP. Ensuring all outreach materials are distributed to various community agencies targeting vulnerable populations. Complying with all reporting requirements set forth by the Colorado Department of Human Services (CDHS). II. County's Role and Responsibilities County will work closely and collaboratively with UWWC to identify outreach methods and activities, and to ensure marketing materials and efforts and outcomes meet the identified goals. 1 EXHIBIT A SCOPE OF SERVICES III. Allowable expenditures for each funding category a. Outreach Allocation (CFMS Code L300-5200) i. According to the Colorado Department of Human Services Operation Memo: OM-FEA-2022-0015, Outreach Allocation funds can be used for application assistance but not eligibility determination. Expenses charged to outreach should be designated as: 1. Mailing Costs: Mailing LEAP applications, flyers, and return envelopes to potential clients by county staff. This includes mass mailings to all current public assistance households, non-public assistance food assistance households, and last year's LEAP -only approved households. In addition, any daily individual mailings in response to requests by potential clients and/or any supplemental or additional mailings to LEAP clients is considered outreach. 2. Phone Inquiries: LEAP regulations require county departments to have sufficient telephone lines to ensure access to information without office visits. Negotiations with fuel vendors to forestall shutoffs, exchanging information with vendors regarding applicants, or answering specific case questions for applicants are not considered outreach activities. 3. Countywide Outreach Visits: County employee visits to various locations to distribute outreach materials and make presentations to community and senior organizations. 4. Visits to Outlying Locations: County outreach workers may make visits to "outstations," such as senior centers and utility companies to provide application forms, assist with application completion, and answer questions regarding the program. 5. Home Visits: Visits to homebound applicants to assist in completing applications. 6. Group Intake/Orientation: Informational review of applications and verification requirements with a group of potential applicants. 7. Specific Weatherization/Energy Conservation Outreach: Presentations at intake sessions and with community groups which offer energy saving tips for homes, apartments, and mobile homes. County workers who make these presentations may answer questions concerning energy conservation and the weatherization program. 2 EXHIBIT A SCOPE OF SERVICES 8. Referral: Workers often refer clients with home heating - related problems to other social services programs and community organizations, such as weatherization, the Red Cross, and furnace repair services. 9. Advertisement: Costs of placing advertisements in local publications or buying radio or TV advertisements. 10. Supervision for activities 1 through 9: Supervision generally includes planning each activity, monitoring its effectiveness, and making adjustments/changes. Costs associated with supervision are personnel services, travel, and operating costs (e.g. telephone, postage, envelopes, and advertisement). IV. Payment for Services UWWC will submit monthly invoices and supporting documentation with a breakout of allowable expenditures for each funding category: Outreach or Incentive, as listed above in Paragraph V. All invoices will be submitted to the Assistants Payments Division Director, Andie Garnand, at agarnand@weldgov.com. Expenses incurred by UWWC prior to the term of the Agreement are not eligible County expenditures and shall not be reimbursed by the County. 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. If said funds, or any part thereof, become unavailable as determined by the County, the County may immediately terminate the Agreement or amend it accordingly. 3 SIGNATURE REQUESTED: Weld/UWWC PSA - LEAP Final Audit Report 2025-10-27 Created: 2025-10-08 By: Sara Adams (sadams@weld.gov) Status: Signed Transaction ID: CBJCHBCAABAANJDwfUwKgThdscsK6feECop5febQAtNN "SIGNATURE REQUESTED: Weld/UWWC PSA - LEAP" History 5 Document created by Sara Adams (sadams@weld.gov) 2025-10-08 - 6:20:20 PM GMT- IP address: 204.133.39.9 El Document emailed to Melanie Woolman (mwoolman@unitedway-weld.org) for signature 2025-10-08 - 6:20:52 PM GMT t Email viewed by Melanie Woolman (mwoolman@unitedway-weld.org) 2025-10-08 - 6:29:03 PM GMT- IP address: 146.75.175.0 t Email viewed by Melanie Woolman (mwoolman@unitedway-weld.org) 2025-10-11 - 6:21:55 PM GMT- IP address: 74.179.68.93 t Email viewed by Melanie Woolman (mwoolman@unitedway-weld.org) 2025-10-14 - 6:24:22 PM GMT- IP address: 74.179.67.169 5 Email viewed by Melanie Woolman (mwoolman@unitedway-weld.org) 2025-10-17 - 8:09:41 PM GMT- IP address: 146.75.203.1 5 Email viewed by Melanie Woolman (mwoolman@unitedway-weld.org) 2025-10-22 - 10:37:22 AM GMT- IP address: 146.75.203.1 ,5 Email viewed by Melanie Woolman (mwoolman@unitedway-weld.org) 2025-10-23 - 7:15:48 PM GMT- IP address: 104.28.48.217 5 Email viewed by Melanie Woolman (mwoolman@unitedway-weld.org) 2025-10-26 - 6:29:52 PM GMT- IP address: 146.75.175.0 6© Document e -signed by Melanie Woolman (mwoolman@unitedway-weld.org) Signature Date: 2025-10-27 - 2:48:06 PM GMT - Time Source: server- IP address: 104.28.48.76 Powered by Adobe Acrobat Sign © Agreement completed. 2025-10-27 - 2:48:06 PM GMT Contract For Entity Information Entity Name* UNITED WAY OF WELD COUNTY Entity ID* @00001762 O New Entity? Contract Name* Contract ID UNITED WAY OF WELD COUNTY (2025-26 LEAP 9987 AGREEMENT) Contract Status CTB REVIEW Contract Lead * SADAMS Contract Lead Email sadams@weld.gov;cobbx xlk@weld.gov Parent Contract ID Requires Board Approval YES Department Project # Contract Description" NEW PROFESSIONAL SERVICES AGREEMENT - LEAP OUTREACH PROGRAM. TERM: OCTOBER 1, 2025 THROUGH SEPTEMBER 30, 2026. UP TO $61,524.15 IN OUTREACH FUNDING. Contract Description 2 PA IS ROUTING THROUGH THE NORMAL PROCESS. ETA TO CTB: 10/14/25. Contract Type* AGREEMENT Amount* $61,524.15 Renewable * NO Automatic Renewal Grant IGA Department Requested BOCC Agenda Due Date HUMAN SERVICES Date* 10/25/2025 10/29/2025 Department Email CM- HumanServices@weld.gov Department Head Email CM-HumanServices- DeptHead@weld.gov County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL D.GOV If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID 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* 07/31/2026 Committed Delivery Date Renewal Date Expiration Date* 09/30/2026 Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date Approval Process Department Head JAMIE ULRICH DH Approved Date 10/27/2025 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 10/29/2025 Finance Approver CHRIS D'OVIDIO Legal Counsel BYRON HOWELL Finance Approved Date Legal Counsel Approved Date 10/27/2025 10/27/2025 Tyler Ref # AG 102925 Originator SADAMS Hello