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Home My WebLink About20250605.tiffResolution Approve Professional Service Agreement for Career Readiness Classes and Authorize Chair to Sign — Teri Walch-Sabo, dba TWS Strategies, 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 a Professional Service Agreement for Career Readiness Classes 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 Teri Walch-Sabo, dba TWS Strategies, LLC, commencing February 24, 2025, and ending February 23, 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 Career Readiness Classes 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 Teri Walch-Sabo, dba TWS Strategies, 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 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 5th day of March, A.D., 2025, nunc pro tunc February 24, 2025: Perry L. Buck, Chair: Aye Scott K. James, Pro -Tern: Excused Jason S. Maxey: Aye Lynette Peppler: Aye Kevin D. Ross: Excused Approved as to Form: Bruce Barker, County Attorney Attest: Esther E. Gesick, Clerk to the Board cc:NSr 03/t2/25 2025-0605 HR0097 C o�n}vaC� 1" O I Z5 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Professional Services Agreement with Teri Walsh -Sabo dba TWS Strategies DEPARTMENT: Human Services DATE: January 28, 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 Teri Walsh -Sabo dba TWS Strategies. This vendor will provide Career Readiness Classes to Weld County DHS clients. The training sessions are aimed at equipping individuals with the necessary skills, knowledge, and behaviors needed to successfully transition into the workforce, including both technical skills relevant to their chosen field and "soft skills" like communication, critical thinking, teamwork, and professionalism, allowing clients to find, maintain, and advance in their careers effectively. The term of this Agreement is February 24, 2025 through February 23, 2026 and may be extended annually upon mutual written agreement of both parties. What options exist for the Board? Approval of the Professional Services Agreement with TWS Strategies. Deny approval of Professional Services Agreement with TWS Strategies. Consequences: Weld County will not have an agreement with TWS Strategies. Impacts: Weld County clients will not be provided with this service. Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years): Total Cost: Not to exceed $114,000.00 per year. Funded through State and Federal Employment First Program funding. Pass -Around Memorandum; January 28, 2025 — CMS ID 9123 2025-0605 3/5 H091 Recommendation: • Approval of this Professional Services Agreement and authorize the Chair to sign. Support Recommendation Schedule Place on BOCC Agenda Work Session Other/Comments: Perry L. Buck Scott K. James Jason S. Maxey Lynette Peppier Kevin D. Ross -60 ..,t 590 Pass -Around Memorandum; January 28, 2025 - CMS ID 9123 Karla Ford From: Sent: To: Subject: Approve Kevin Ross Kevin Ross Wednesday, January 29, 2025 8:18 AM Karla Ford Re: Please Reply - PA FOR ROUTING: ES TWS Strategies (CMS TBD) From: Karla Ford <kford@weld.gov> Sent: Wednesday, January 29, 2025 7:31:28 AM To: Kevin Ross <kross@weld.gov> Subject: Please Reply - PA FOR ROUTING: ES TWS Strategies (CMS TBD) Please advise if you support recommendation and to have department place on the agenda. Karla Ford* Office Manager, Board of Weld County Commissioners 1150 O Street, P.O. Box 758, Greeley, Colorado 80632 :: 970.336-7204 :: kford@weld.gov :: www.weldgov,com **Please note my working hours are Monday -Thursday 7:00a.m.-4:00p.m.** Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. if you hove received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Windy Luna <wluna@weld.gov> Sent: Tuesday, January 28, 2025 4:24 PM To: Karla Ford <kford@weld.gov> Cc: HS -Contract Management <HS-ContractManagement@co.weld.co.us>; Bruce Barker <bbarker@weld.gov>; Cheryl Pattelli <cpattelli@weld.gov>; Chris D'Ovidio <cdovidio@weld.gov>; Esther Gesick <egesick@weld.gov>; HS -Contract Management <HS-ContractManagement@co.weld.co.us>; Jill Scott <jscott@weld.gov>; Karla Ford <kford@weld.gov>; Lennie Bottorff <bottorll@weld.gov>; Tanya Geiser <tgeiser@weld.gov> Subject: PA FOR ROUTING: ES TWS Strategies (CMS TBD) Good afternoon Karla, Attached please find the PA approved for routing to all five (5) Commissioners: ES TWS Strategies (CMS TBD). 1 PROFESSIONAL SERVICE AGREEMENT BETWEEN WELD COUNTY AND TERI WALCH-SABO DBA TWS STRATEGIES THIS AGREEMENT is made and entered into this' day of t\Q,Vcin , 2025, by and between the Board of Weld County Commissioners, on behalf of Weld County Employment Services, hereinafter referred to as "County," and Teri Walch-Sabo dba TWS Strategies, 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 Work. Exhibit B consists of the Rate Schedule. 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 February 24, 2025, through February 23, 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 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. 5. 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. 6. Compensation/Contract Amount. County agrees to pay an amount no greater than $114,000.00 for the term 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 Rate Schedule as described in Exhibit B. 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, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). Contractor agrees to work within the confines of the Scope of Services outlined in Exhibit A. 7. Independent Contractor. Contractor agrees that it is an independent contractor and that Contractor's officers, agents or employees wil 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 2 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 earned or paid pursuant to this contract. 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 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 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. 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. 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. 10. 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. 11. 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. 3 12. 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 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. 13. 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 Employers 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 include 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 4 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 indude Minimum Limits as follows: General Aggregate Products/Completed Operations Aggregate Each Occurrence Limit Personal/Advertising Injury Automobile Liability Insurance $ 1,000,000 $ 1,000,000 $ 1,000,000 $ 1,000,000 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 14. 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 5 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. 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 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's Representative. 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. 15. 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 6 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 reserves the right to negotiate additional specific insurance requirements at the time of the contract award. 16. 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. 17. 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 shal 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. 18. 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. 19. 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. 20. 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 7 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 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. 21. 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. 22. 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. 23. 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. 24. 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: 8 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: TO CONTRACTOR: Name: Teri Walch-Sabo Address: 1201 Revere Lane Address: Pueblo, Colorado 81001 E-mail: tws(athashtappossible.com Phone: 719-470-0626 TO COUNTY: Name: Elizabeth Barber Position: Employment Services of Weld County Address: 315 North 11th Avenue, Building B Address: Greeley, Colorado 80631 E-mail: ebarber(S weld.gov Phone: 970-400-6726 25. 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. 26. 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. 27. 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. 28. 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. 29. 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 9 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. 30. 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. 31. 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. 32. 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. 33. 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. 34. 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. 35. 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. 36. 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 10 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 fats 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. 37. 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. 38. 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. 39. 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. 11 IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written. ATTEST: BY: dirAvo Xito;,,k COUNTY: BOARD OF COUNTY COMMISSIONERS Clerk to the Board WELD COUNTY, COLORADO Deputy Clerk to the .lvT�J� uck, Chair TRACTOR: MAR 0 5 2025 Teri Walch-Sabo dba TWS Strategies 1201 Revere Lane Pueblo, Colorado 81001 aa�.5dr By: Teri Walch-Sabo Feb 13, 2025 15:22 MST) Teri Walch-Sabo, CEO Date: Feb"' 2025 12 z a25-dcoo5 Exhibit A Scope of Services Contractor Responsibilities: 1. Contractor will perform job readiness seminars, which will take sixteen (16) weeks each. a. Contractor will perform such seminars only for those participants who the County specifically refers in advance. b. Contractor shall obtain a current referral form for all referred County participants and submit a list of total referrals for each seminar to the County at least one day prior to the start of every seminar; using an Attendance and Referral Tracking spreadsheet. c. The County reserves the right to remove any referral from participating in any of the seminars being provided by Contractor at any time. d. The parties hereto understand and agree all new referral(s) can be submitted to the Contractor anytime between January and October, thereby allowing said referral(s) to begin the sixteen (16) week seminar on any Monday between January and November. e. The parties hereto further agree referrals will not exceed twenty (20) active participants per sixteen (16) week period. 2. Contractor will maintain attendance records of all participants and provide them to the County weekly. Contractor will identify those participants who failed to attend the first day of class and/or have absences that exceed the number established by the County and notify the County within five (5) days of any such occurrence. 3. Contractor will contact participants who have been referred prior to the start date to remind them about the start date time, and location. The contractor will discuss with participants what equipment and platforms are used for the virtual classes. Contractor will reach out to County for any support a referral may need for virtual classes. Contractor understands and agrees all information on participants (name, contact information, enrollment status, etc.) shall be considered confidential and may not be disclosed to any third party without the express written permission of the County. 4. Contractor will provide the County with the curriculum and agenda for each seminar. Contractor will provide all participants with the materials needed to engage and complete each seminar successfully. 5. Contractor will provide the documentation needed to pursue good cause, hardship, and/or sanction actions as required by the County. 6. Contractor will verify that each participant is completing all assignments (for every seminar) inside and outside the classroom and report any lack of engagement to the referring case manager or employment counselor. 7. Contractor will provide weekly progress reports by the seventh (7th) day of the following week on each participant to the referring case managers/employment counselors. The report shall include: a. The dates on which a participant did or did not attend. b. The number of hours each day a participant attended. c. Identify homework completed by a participant. d. Identify a participant's strengths and challenges of engagement and commitment to the seminar. e. Identify any support a participant may need to complete a seminar successfully. 8. Contractor will provide County a final Attendance and Referral Tracking spreadsheet no later than ten (10) days following graduation. This spreadsheet shall identify the referrals made for each seminar, the dates on which a participant attended or did not attend, a documents checklist that will identify which documents were completed by Contractor and participant and identify which homework assignments were completed by the participant. This spreadsheet must also be submitted with the invoice. 9. Contractor agrees to operate this program as a separate and distinct program and the services provided pursuant to this Agreement will not be commingled with any other program operated by Contractor. Contractor will identify those participants who need more intensive case management services and communicate and/or refer those participants back to the referring agency for services. 10. Contractor will ensure a Release of Information is completed and signed by each participant and forwarded to the County/referring case managers and employment counselors along with the first week's Attendance Report for participants. 11. Contractor shall be proactive in developing objective ways to measure participants' success. It is expected that Contractor will, at a minimum, track the following data and outcomes: a. At least eighty percent (80%) of participants who start a seminar will complete all one hundred ninety-two (192) hours of class time and sixty- four (64) hours of homework time. b. Within ninety (90) calendar days of completing a seminar, seventy five percent (75%) of participants will enter an education or training activity, a work experience, or employment. c. At least ninety percent (90%) of participants will demonstrate competency in curriculum skills and/or knowledge content. d. All employees, agents, representatives, and subcontractors of Contractor who will have significant responsibility for performance under this Agreement shall be identified to and be subject to the approval of the County Representative prior to the commencement of any work by these individuals. 12. Contractor shall safeguard information and confidentiality of each participant in accordance with all applicable law, including the confidentiality requirements contained in Colorado law, and in the rules and regulations of the Colorado Department of Human Services. 13. Contractor shall attend meetings, submit reports and plans as required, and be reasonably available to the County Representative to respond to any issues that may arise during the term of this Agreement. 14. All issues or questions of Contractor about this Agreement arising during the term of this Agreement shall be addressed to the designated County Representative. 15. All services to be performed under this Agreement by Contractor shall be performed in accordance with generally recognized professional practices and standards of Contractors profession and to the reasonable satisfaction of the County. 16. Contractor shall comply with the County's current policies and procedures, as well as any subsequent revisions to such policies and procedures, including but not limited to policies and procedures regarding confidentiality, computer use, keycard access and Colorado Works rules when applicable. Training Topics: The training classes will cover the following topics: Monday interest Tuesday for 4 Wednesday Thursday Welcome Orientation requirements Survey Register Connecting Colorado Bring Game Your History Welfare Work Participation of Forgiveness Goal4 Conciliation it! Bring Game Attitude Your A Understandin g Poverty Tammy's Story Goal4 Cliff Transitional Services Effect It! Bring Your Game Attendance A Executive Function Executive Function Problem Solving Bring Game Appearance Your A Unconscious Bias Working Diversity with My Mirk CO Benefits Goal4 Communication It! Bring Game Ambition Your A Gratefulness Self Care Goal4 Communication It! Bring Game Acceptance Your A Secondary Trauma Mindfulness Goal4 Vision It! Board Bring Game- Appreciation Your A Finding Passion Your Social Media Planning ahead Bring Your Game Accountability A Values Employer Expectations Jobs How People Get ommu SSW Bring Your Game Work A Time Management Things Things I I Like Have Done Duration: The training will take place over sixteen (16) weeks. Students can start any Monday, during weeks one (1) through nine (9) and will still receive the full sixteen (16) week curriculum. Location: Training will be conducted online via Zoom. County Responsibilities: 1. As consideration for the performance by Contractor hereunder, the Department shall compensate Contractor upon receipt of billing invoice as outlined in Exhibit B Rate Schedule. 2. To provide the Contractor with referrals. 3. To monitor the provision of contracted services. The Department Representative (or designee) shall have authority to transmit instructions, receive information and documents and resolve any issues arising out of the performance of this Agreement. The Department Representative shall provide Contractor with the identity of an alternate contact person in the event the Department Representative is unavailable to respond to Contractor's inquiries. Exhibit B Rate Schedule Cost and Payment Terms 1. Training Fees: The maximum cost per participant for the training program is $1,900.00. 2. Payment Schedule: Payments will be made as follows: a. $700.00 per participant for the first moth and $400.00 per month for weeks five (5) through eight (8), nine (9) through twelve (12), and thirteen (13) through sixteen (16). b. Fees include all supplies needed for participants in the first month. If the participant drops the class, the supplies should be returned. Once they have been, the County will be credited back if they are still useable. 3. Contractor shall submit a billing invoice prior to the fifth (5th) of each month following the previous month of services provided. An Attendance and Referral Tracking form shall be attached to each invoice. Contractor expressly acknowledges and agrees Contractor shall not be compensated at a flat monthly rate. The County reserves the right to reject invoices containing line items that are either: a. not contemplated; b. not associated with or related to the costs and services specifically described herein; or c. failure to detail with specificity the charges being billed to County. (e.g., a generic "copying/printing invoice without detail regarding what specifically was printed, the # of copies printed/made, etc.). Failure to adhere to any such requirements may result in nonpayment by County. 4. County shall pay all statements within forty (40) days of receipt of billing invoice. 5. The total amount of this Agreement shall no: exceed the amount as set forth in Paragraph 6 Compensation/Contract Amount. ACORN CERTIFICATE OF LIABILITY INSURANCE i DATE (MM/DD/YYYY) 01/07/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER The Ahbe Group/Sally S Schey 7167 S Alton Way Centennial CO 80112 CONTACT Sally S Schey NAME: PHONE (303) 232-0553 (A/C, No, Ext): E-MAIL ADDRESS: FA , No): (303) 232-9442 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Hartfords Underwriters Ins Co 30104 INSURED Tws Strategies _LC 1201 Revere Ln Pueblo CO 81001-2044 INSURER B : The Hartford INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: CL251785777 REVISION NUMBER: THIS INDICATED. CERTIFICATE EXCLUSIONS IS TO CERTIFY NOTWITHSTANDING MAY AND BE CONDITICNS THAT ISSUED THE POLICIES OF ANY REQUIREMENT, OR MAY PERTAIN, OF SUCH POLICIES. INSURANCE TERM THE INSURANCE LIMITS LISTED BELOW HAVE BEEN ISSUED OR CONDITION OF ANY CONTRACT AFFORDED BY THE POLICIES SHOWN MAY HAVE BEEN REDUCED TO THE INSURED OR OTHER DESCRIBED BY PAID CLAIMS. NAMED ABOVE FOR THE DOCUMENT WITH RESPECT HEREIN IS SUBJECT TO ALL POLICY TO THE PERIOD WHICH THIS TERMS, INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL CLAIMS -MADE LIABILITY Y Y 34SBMAP2YSX 02/28/2025 02/28/2026 EACH OCCURRENCE 1 ,000,000 SDAMAGE X OCCUR TO RENTED PREMISES ES(Ea occurrence) S 1,000,000 MED EXP (Any one person) S 10,000 PERSONAL & ADV INJURY S 1,000,000 GEN'L AGGREGATE POLICY OTHER LIMIT APPLIES PRO- JECT PER LOC GENERAL AGGREGATE S 2,000,000 X PRODUCTS - COMP/OP AGG 2,000,000 $ BASEP S A AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON -OWNED AUTOS ONLY Y Y 34SBMAP2YSX 02/28/2025 02/28/2026 COMBINED SINGLE LIMIT (Ea accident) S 1,000,000 BODILY INJURY (Per person) S BODILY INJURY (Per accident) $ N/ PROPERTY DAMAGE (Per accident) S $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE S AGGREGATE S DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' ANY PROPRIETOR/PARTNERJEXECUTIVE OFFICER/MEMBER (Mandatory in If yes, describe DESCRIPTION LIABILITY EXCLUDED? OPERATIONS below Y / N N / A PER STATUTE OTH- ER E.L. EACH ACCIDENT S NH) under OF E.L. DISEASE - EA EMPLOYEE S E.L. DISEASE - POLICY LIMIT $ B Professional Liability 34OH0421737 02/28/2025 02/28/2026 Each Occurance 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Additional Insured: Board of County Commissioners of Weld County and its Officers/Employees. 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 ac:ivities performed by, or on behalf of the Contractor." CERTIFICATE HOLDER CANCELLATION Weld County 315 N 11th Avenue, Bldg A Greeley CO 80631 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE /71/7 ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SIGNATURE REQUESTED: Weld/TWS PSA Final Audit Report 2025-02-13 Created: 2025-02-13 By: Windy Luna (wluna@weld gov) Status: Signed Transaction ID: CBJCHBCAABAAp6kTw_uZKxM63EXArXrY_7xPZb5N,_6jy "SIGNATURE REQUESTED: Weld/TWS PSA" History Document created by Windy Luna (wluna@weld.gov) 2025-02-13 - 9:15:36 PM GMT- IP address: 204.133.39.9 Document emailed to tws@hashtagpossible.com for signature 2025-02-13 - 9:16:56 PM GMT t Email viewed by tws@hashtagpossible.com 2025-02-13 - 9:17:01 PM GMT- IP address: 74.125.212.204 Signer tws@hashtagpossible.com entered name at signing as Teri Walch-Sabo 2025-02-13 - 10:22:04 PM GMT- IP address: 66.33.8.230 Cho Document e -signed by Teri Walch-Sabo (tws@hashtagpossible.com) Signature Date: 2025-02-13 - 10:22:06 PM GMT - Time Source: server- IP address: 66.33.8.230 Agreement completed. 2025-02-13 - 10:22:06 PM GMT Powered by Adobe Acrobat Sign Contract: Form Entity Information Entity Name * TWS STRATEGIES Entity ID* @00049577 Contract Name* TWS STRATEGIES (NEW PROFESSIONAL SERVICES AGREEMENT) Contract Status CTB REVIEW Contract ID 9123 Contract Lead * WLUNA ❑ New Entity? Parent Contract ID Requires Board Approval YES Contract Lead Email Department Project # wluna@weld.gov;cobbxxl k@weld.gov Contract Description* TWS STRATEGIES (NEW PROFESSIONAL SERVICES AGREEMENT) FOR TRAINING. TERM: FEBRUARY 24, 2025 THROUGH FEBRUARY 23, 2026. AGREEMENT MAY BE EXTENDED UPON MUTUAL WRITTEN AGREEMENT OF THE PARTIES. Contract Description 2 PA ROUTING WITH THIS CMS/ONBASE ENTRY. Contract Type * AGREEMENT Amount* $114,000.00 Renewable* NO Automatic Renewal Grant IGA Department HUMAN SERVICES 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 Requested BOCC Agenda Date * 02/19/2025 Due Date 02/15/2025 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 * 12/23/2025 Committed Delivery Date Renewal Date Expiration Date* 02/23/2026 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 CHERYL PATTELLI BYRON HOWELL DH Approved Date Finance Approved Date Legal Counsel Approved Date 02/27/2025 02/27/2025 02/27/2025 Final Approval BOCC Approved Tyler Ref # AG 030525 BOCC Signed Date Originator WLUNA BOCC Agenda Date 03/05/2025 Hello