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HomeMy WebLinkAbout20231385.tiffRESOLUTION RE: APPROVE AGREEMENT FOR PROFESSIONAL SERVICES FOR EDUCATIONAL, RELIEF, AND THERAPEUTIC SERVICES AND AUTHORIZE CHAIR TO SIGN - FOSTER SOURCE WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with an Agreement for Professional Services for Educational, Relief, and Therapeutic Services 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 Foster Source, commencing June 1, 2023, and ending May 31, 2024, with further terms and conditions being as stated in said agreement, and WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Agreement for Professional Services for Educational, Relief, and Therapeutic Services 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 Foster Source, be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 17th day of May, A.D., 2023. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: ddetif,t) Weld County Clerk to the Board y ° •rney Date of signature: 05180/23 cc..HSD ob/01/23 2023-1385 HR0095 Conkvad- I1*-l09(f0 PRIVILEGED AND CONFIDENTIAL MEMORANDUM DATE: May 9, 2023 TO: Board of County Commissioners — Pass -Around FR: Jamie Ulrich, Director, Human Services RE: Professional Services Agreement with Foster Source 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 with Foster Source. The Department wishes to enter into a Professional Services Agreement with Foster Source for educational, relief and therapeutic services for foster and kinship families from Weld County. The term of this new Agreement will be from June 1, 2023 through May 31, 2024. The total maximum amount to be paid will be $24,000.00. I do not recommend a Work Session. I recommend approval of this Agreement and authorize the Chair to sign. Peny L. Buck, Pro-Tem Mike Freeman, Chair Scott K. James Kevin D. Ross Lori Saine Approve Recommendation Schedule Work Session Other/Comments: Pass -Around Memorandum; May 9, 2023 - CMS ID 6946 Page 1 2023-1385 5/l HP -6095 WELD COUNTY AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN WELD COUNTY AND FOSTER SOURCE THIS AGREEMENT is made and entered into this 1 1day of 2023, by and between the County of Weld, a body corporate and politic of the State of Colorado, by through its Board of County Commissioners, whose address is 1150 "O" Street, Greeley, Colorado 80631 hereinafter referred to as "County," and Foster Source, who whose address is 3879 East 120th Avenue, #218, Thornton, Colorado, 80233, hereinafter referred to as "Contractor". WHEREAS, County desires to retain Contractor as an Independent Contractor to perform services as more particularly set forth below; and WHEREAS, Contractor has the ability, qualifications, and time available to timely perform the services, and is willing to perform the services according to the terms of this Agreement. WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the services as set forth below; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. Introduction. The terms of this Agreement are contained in the terms recited in this document and in Exhibit A, Statement of Work, which forms an integral part of this Agreement. Exhibit A is specifically incorporated herein by this reference. 2. Service or Work. Contractor agrees to provide the materials, equipment and/or products necessary for the outlined Statement of Work and further agrees to diligently provide all services and labor, as set forth in Exhibit A. 3. Term. The term of this Agreement shall be from June 1, 2023, through May 31, 2024, or Contractor's completion of the responsibilities described in Exhibit A. 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 extended annually upon written agreement of both parties. 4. Termination. County has the right to terminate this Agreement, with or without cause on thirty (30) days written notice. Furthermore, this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement. 5. Extension or Modification. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services. 6. Compensation/Contract Amount. County agrees to pay an amount no greater than $24,000.00 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 Statement of Work as described in Exhibit A. Contractor agrees to submit invoices which detail the work completed by Contractor. The County will review each invoice and if it agrees Contractor has completed the invoiced items to the County's satisfaction, it will remit payment to 1 Contractor. Contractor agrees to work within the confines of the Statement of Work outlined in Exhibit A. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. 7. Independent Contractor. Contractor agrees that it is an independent Contractor and that Contractor's officers, agents or employees will not become employees of County, nor entitled to any employee benefits from County as a result of the execution of this Agreement. Contractor shall perform its duties hereunder as an independent Contractor. Contractor shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. Contractor, its employees and agents are not entitled to unemployment insurance or workers' compensation benefits through County and County shall not pay for or otherwise provide such coverage for Contractor or any of its agents or employees. Unemployment insurance benefits will be available to Contractor and its employees and agents only if such coverage is made available by Contractor or a third party. Contractor shall pay when due all applicable employment taxes and income tapes and local head taxes (if applicable) incurred pursuant to this Agreement. 8. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the completion of this Project without County's prior written consent, which may be withheld in County's sole discretion. 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 psoc ess. 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. 2 11. Warranty. Contractor warrants that the services performed under this Agreement will be performed in a manner consistent with the standards governing such services and the provisions of this Agreement. Contractor further represents and warrants that all services shall be performed by qualified personnel in a professional and workmanlike manner, consistent with industry standards, and that all services will conform to applicable specifications. 12. Acceptance of Services Not a Waiver. In no event shall any action by County hereunder constitute or be construed to be a waiver by County of any breach of this Agreement or default which may then exist on the part of Contractor. Acceptance by the County of, or payment for, the services completed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 13. Insurance. 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. Workers' Compensation /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. Commercial General Liability Insurance including public liability and property damage, covering all operations required by the Work. Such policy shall include minimum limits as follows: $1,000,000 each occurrence; $1,000,000 general aggregate; $1,000,000 Personal injury $5,000; Medical payment per person. Automobile Liability Insurance: Contractor shall maintain limits of $1,000,000 for bodily injury per person, $1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non -owned vehicles used in the performance of this Contract. 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: $1,000,000 Per Loss; $2,000,000 Aggregate. b. Proof of Insurance. Upon County's request, Contractor shall provide to County a certificate of insurance, a policy, or other proof of insurance as determined in County's sole discretion. County may require Contractor to provide a certificate of insurance naming Weld County, Colorado, its elected officials, and its employees as an additional named insured. 3 c. 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. d. No limitation of Liability. The insurance coverages specified in this Agreement are the minimum requirement, 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. 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. 4 17. 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. 18. 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. 19. 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. 20. 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. 21. 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. 22. 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. 23. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. 24. Governmental Immunity. No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. 25. Force Majeure. Neither the Contractor nor the County shall be liable for any delay in, or failure of performance of, any covenant or promise contained in this Agreement, nor shall any delay or failure constitute default or give rise to any liability for damages if, and only to extent that, such delay or failure is caused by "force majeure." As used in this Agreement, "force majeure" means acts of God, acts of the public enemy, unusually severe weather, fires, floods, epidemics, quarantines, strikes, labor disputes and freight embargoes, to the extent such events were not the result of, or were not aggravated by, the acts or omissions of the non- performing or delayed party. 26. No Third -Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 5 27. Board of County Commissioners of Weld County Approval. This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado or its designee. 28. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute between the parties, Contractor agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 29. 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. 30. 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. 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. IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written. COUNTY: ATTEST: 1,A/5J '11 BY BOARD OF COUNTY COMMISSIONERS Clerk to the : •ard WELD COUNTY, COLORADO eputy Freeman, Chair MAY 1 7 2323 NTRACTOR: Foster Source 3879 East 120th Avenue, #218 Thornton, CO 80233 Rem 'emham ( By: Renee Bernhard (May 4, 2023 17:15 MDT) Renee Bernhard, Founder & Executive Director May 4, 2023 Date: 6 Exhibit A STATEMENT OF WORK CLIENT Weld County Human Services (the "County") PROJECT OVERVIEW CONTRACTOR Foster Source (the "Contractor") The contractor is seeking to provide the following: Educational, Relief and Therapeutic Services for Foster and Kinship Families from Weld County. This proposal outlines the Contractor's services and estimated costs for completing the proposed project. YOUR INVESTMENT The Contractor proposes a one year contract during which the contractor will not invoice more than a yearly total of $24,000. DELIVERABLES The Learning Source - unlimited access to our online and in person trainings, including our on demand library of over 80 hours of content (Spanish language content is included). This program is included in the proposal, but will not incur a cost to the county. Relief Services - hard goods needed to make a placement possible or maintain a placement such as bunk beds, mattresses, car seats, weighted items, etc. Therapeutic Services - either in person or online mental health sessions for foster and kinship parents. Equine -assisted parenting practice labs. The Ambassador Project - a local former caregiver who serves as an ambassador on behalf of Foster Source. Helps caregivers find and obtain resources and services. Also hosts a monthly event for caregivers to come together for support and/or community. Administrative Costs - minimal staff and administrative costs. PROGRAM PRIORITIES Foster Source will provide services based on priorities set by the county. Typically, Relief and Therapeutic Services are top priorities, followed by the Ambassador Project and Administrative Costs. BILLING Foster Source will invoice Weld County monthly for items and services provided the previous month. NEXT STEPS To discuss your project further and formalize this agreement, please reach out at: Foster Source • Renee Bernhard • (303) 618-4331 • info@fostersource.org • FosterSource.org SIGNATURE REQUESTED: Weld/Foster Source Professional Services Agreement Final Audit Report 2023-05-04 Created: 2023-05-04 By: Lesley Cobb (cobboolk@co.weld.co.us) Status: Signed Transaction ID: CBJCHBCAABAAguhJMwUnE0bNiCNhl_DO-ylYSA26TIXb "SIGNATURE REQUESTED: Weld/Foster Source Professional Services Agreement" History It Document created by Lesley Cobb (cobbxxlk@co.weld.co.us) 2023-05-04 - 9:39:46 PM GMT- IP address: 204.133.39.9 Ew Document emailed to info@fostersource.org for signature 2023-05-04 - 9:40:57 PM GMT 5 Email viewed by info@fostersource.org 2023-05-04 - 9:41:13 PM GMT- IP address: 64.233.172.187 4, Signer info@fostersource.org entered name at signing as Renee Bernhard 2023-05-04 - 11:15:52 PM GMT- IP address: 73.153.112.48 Si5 Document e -signed by Renee Bernhard (info@fostersource.org) Signature Date: 2023-05-04 - 11:15:54 PM GMT - Time Source: server- IP address: 73.153.112.48 0 Agreement completed. 2023-05-04 - 11:15:54 PM GMT Powered by Adobe Acrobat Sign Contract Form New Contract Request Entity Information Entity Name* FOSTER SOURCE Entity ID* O00043063 New Entity? Contract Name* Contract ID FOSTER SOURCE (PROFESSIONAL SERVICES AGREEMENT FOR 6946 EDUCATION, RELIEF AND THERAPEUTIC SERVICES} Contract Status CTB REVIEW Contract Lead* COBBXXLK Contract Lead Email cobbxxlk@co.weld.co.us Parent Contract ID Requires Board Approval YES Department Project # Contract Description * NEW PROFESSIONAL SERVICES AGREEMENT FOR EDUCAITON, RELIEF AND THERAPEUTIC SERVICES - TERM JUNE 1, 2023 TO MAY 31, 2024 MAX AMOUNT 624,000.00 Contract Description 2 PA ROUTING THROUGH NORMAL APPROVAL PROCESS. ETA TO CTB 5; 11 23. Contract Type* AGREEMENT Amount* $24,000.00 Renewable* NO Automatic Renewal Grant IGA Department HUMAN SERVICES Department Email CM- HumanServir_esn►veldgov.co rn Department Head Email CM-HumanServices- DeptHeadTweldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COU NTYATTORN EY g WELDG OV.COM Requested BOCC Agenda Date* 05:'17,'2023 Due Date 05 13 2023 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 RSA enter NSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnRase Contract Dates Effective Date Review Date. 03/2912024 Renewal Date Termination Notice Period Contact Information Contact Info Contact Name Purchasing Purchasing Approver Approval Process Department Head JAMIE ULRICH DH Approved Date 05,08/2023 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 05/17?2023 Originator COBBXXLK Committed Delivery Date Expiration Date. 05/.31/2024 Contact Type Contact Email Contact Phone li Contact Phone 2 Finance Approver CHRIS D'OVIDIO Purchasing Approved Date Legal Counsel MATTHEW CONROY Finance Approved Date Legal Counsel Approved Date 05/09:2023 05:10/2023 Tyler Ref A051723 Hello