HomeMy WebLinkAbout20230022.tiffRESOLUTION
RE: APPROVE STANDARD FORM FOR PROFESSIONAL SERVICE AGREEMENT FOR
CHILD WELFARE SERVICES BETWEEN DEPARTMENT OF HUMAN SERVICES AND
VARIOUS PROVIDERS AND AUTHORIZE CHAIR TO SIGN AGREEMENTS
CONSISTENT WITH SAID FORM
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, sitting as the Weld County Board of Human Services, has been
presented with the Standard Form for a Professional Service Agreement for Child Welfare
Services between the Department of Human Services and various providers, and
WHEREAS, after review, the Board deems it advisable to approve the Standard Form of
said agreement, a copy of which is attached hereto and incorporated herein by reference, and to
delegate standing authority to the Chair of the Board of County Commissioners to execute
individual agreements between the Department of Human Services and various providers.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, sitting as the Weld County Board of Human Services, that the Standard Form
for the Professional Service Agreement for Child Welfare Services between the Department of
Human Services and various providers, be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign agreements consistent with said form.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 4th day of January, A.D., 2023.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: ditiwo
Weld County Clerk to the Board
BY:
eputy Clerk o the Board
APPROVED AS TO FOR
As t.County Attorney
Date of signature: oI /1I/23
Mike Freeman, Chair
P�t�,�saek
Perry L. Buck, Pro-Tem
Scott James
evin D. Ross
Lori Saine
ec : i-1 S D, c -r 3(EG)
02/0/,23
2023-0022
HR0095
PRIVILEGED AND CONFIDENTIAL
MEMORANDUM
DATE: December 20, 2022
TO: Board of County Commissioners — Pass -Around
FR: Jamie Ulrich, Director, Human Services
RE: Professional Services Agreement Template for
Child Welfare Various Services
Please review and indicate if you would like a work session prior to placing this item on the
Board's agenda.
Request Board Approval of the Department's Professional Services Agreement Template
for Child Welfare Various Services. The Department would like to utilize the Professional
Services Agreement to contract with service providers selected during the Child Welfare Various
Services Request for Proposal (RFP) process. We are requesting to use the Professional Services
Agreement (PSA) specific to the Child Welfare Various Services RFP in place of the Child
Protection Agreement (CPA). This will allow the Department to be consistent with all other
County Contracts related to RFPs.
The attached PSA template for Child Welfare Various Services has been approved by Legal (K.
McDougal).
I do not recommend a Work Session. I recommend approval of this Professional Services
Agreement Template for Child Welfare Various Services.
Approve Schedule
Recommendation Work Session Other/Comments:
Perry L, Buck
Mike Freeman, Pro -Tern
Scott K. James, Chair
Steve Moreno
Lori Saine
Pass -Around Memorandum; December 20, 2022 — Not in CMS
Page 1
2023-0022
a/o4 N-I2_00Q5
PROFESSIONAL SERVICE AGREEMENT BETWEEN WELD COUNTY AND
ICONTRACTORI
THIS AGREEMENT is made and entered into this !_day of , 202_, by
and between the Board of Weld County Commissioners, on behalf of the Weld County Department
of Human Services, hereinafter referred to as "County," and [CONTRACTOR], 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; and
WHEREAS, the Colorado Department of Human Services has provided
or other funding to the Department for fservicesf
]funding type]
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 based upon order of attachment.
Exhibit A consists of the Scope of Services.
Exhibit B consist of the Rate Schedule.
Exhibit C consists of County's Request for Bid (RFB) or Request for Proposal (RFP) as
set forth in Bid Package No. B
Exhibit D consists of Contractor's Response to County's Request.
2. Service or Work. Contractor agrees to diligently provide all services, labor, personnel
and materials necessary to perform and complete the Work described in the attached Exhibits.
Services shall be provided by the Contractor to any person(s) eligible for services in compliance
with Exhibits A, Scope of Services, and Exhibit D, Contractor's Response to Request for Proposal.
Contractor shall further be responsible for the timely completion and acknowledges that a failure
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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 [DATE], through [DATE], unless
sooner terminated as provided herein. Both of the parties to this Agreement understand and agree
that the laws of the State of Colorado prohibit County from entering into Agreements which bind
County for periods longer than one year. This Agreement may be renewed for 2 (two) additional
one-year terms upon mutual written agreement of the Parties.
4. Terminaion; Breach; Cure. County may terminate this Agreement for its own
convenience upon thirty (30) days written notice to Contractor. Either Party may immediately
terminate this Agreement upon material breach of the other party, however the breaching party
shall have fifteen (15) days after receiving such notice to cure such breach. If this Agreement is
terminated by County, Contractor shall be compensated for, and such compensation shall be
limited to, (1) the sum of the amounts contained in invoices which it has submitted and which have
been approved by the County; (2) the reasonable value to County of the services which Contractor
provided prior to the date of the termination notice, but which had not yet been approved for
payment; and (3) the cost of any work which the County approves in writing which it determines
is needed to accomplish an orderly termination of the work. County shall be entitled to the use of
all material generated pursuant to this Agreement upon termination. Upon termination of this
Agreement by County, Contractor shall have no claim of any kind whatsoever against the County
by reason of such termination or by reason of any act incidental thereto, except for compensation
for work satisfactorily performed and/or materials described herein properly delivered.
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. Accordingly, no
claim that the County has been unjustly enriched by any additional services, whether or not there
is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable
hereunder. In the event that written authorization and acknowledgment by the County for such
additional services is not timely executed and issued in strict accordance with this Agreement,
Contractor's rights with respect to such additional services shall be deemed waived and such
failure shall result in non-payment for such additional services or work performed. Any claims by
the Contractor for adjustment hereunder must be made in writing prior to performance of any work
covered in the anticipated Amendment, unless approved and documented otherwise by the County
Representative. Any change in work made without such prior Amendment shall be deemed
covered in the compensation and time provisions of this Agreement, unless approved and
documented otherwise by the County Representative.
6. Compensation. County agrees to pay Contractor through an invoice process during
the course of this Agreement in accordance with the Rate Schedule as described as 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 the Contractor. No payment in excess of that set
forth in the Exhibits will be made by County unless an Amendment authorizing such additional
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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 neon -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.
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.
a. Types of Insurance.
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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.
e. 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.
14. Indemnity. The Contractor shall defend, indemnify and hold harmless County, its
officers, agents, and employees, from and against any and all injury, loss, damage, liability, suits,
actions, claims, or willful acts or omissions of any type or character arising out of the Work done
in fulfillment of the terms of this Agreement or on account of any act, claim or amount arising or
recovered under workers' compensation law or arising out of the failure of the Contractor to
conform to any statutes, ordinances, regulation, judicial decision, or other law or court decree. 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. It is agreed that the Contractor will
be responsible for primary loss investigation, defense and judgment costs where this contract of
indemnity applies. In consideration of the award of this contract, the Contractor agrees to waive
all rights of subrogation against the County its associated and/or affiliated entities, successors, or
assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the
work performed by the Contractor for the County. A failure to comply with this provision shall
result in County's right to immediately terminate this Agreement.
15. 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.
16. Examination of Records. To the extent required by law, the Contractor agrees that an
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.
17. Interruptions. Neither party to this Agreement shall be liable to the other for delays
in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where
such failure is due to any cause beyond its reasonable control, including but not limited to Acts of
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this Agreement. This Agreement may be changed or supplemented only by a written instrument
signed by both parties.
22. 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.
23. 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.
24. 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.
25. 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.
26. Governmental Immunity. No term or condition of this Agreement shall be construed
or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections
or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as
applicable now or hereafter amended.
27. 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.
28. 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.
29. 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.
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