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Home My WebLink About20181263.tiffRESOLUTION RE: APPROVE AGREEMENT FOR SERVICES AND AUTHORIZE CHAIR TO SIGN - COLORADO YOUTH CORPS ASSOCIATION 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 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, Weld County Youth Conservation Corps, and the Colorado Youth Corps Association, commencing upon full execution, and ending five years after the commencement date, 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 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, Weld County Youth Conservation Corps, of Weld County, and the Colorado Youth Corps Association, 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 23rd day of April, A.D., 2018. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: datilidA) ..::1. Weld County Clerk to the Board BY: Deputy Clerk to APP' O - D AS County Attorney Date of signature: 05-013 CO = 1-1 S o�ay .Q' EXCUSED Steve Moreno, Chair EXCUSED Barbara Kirkmeyer ro-Tem Sean P. Conway ulFe Cozad Mike Freeman, Acting Chair Pro -Tern 2018-1263 HR0089 aorrkoui 0#r -ryas PRIVILEGED AND CONFIDENTIAL MEMORANDUM DATE: April 17, 2018 TO: Board of County Commissioners — Pass -Around FR: Judy A. Griego, Director, Human Services RE: Colorado Youth Corps Association (CYCA) Agreement for 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 Departments' Colorado Youth Corps Association (CYCA) Agreement for Services. The Weld County Youth Conservation Corps (WCYCC) has entered into a new Agreement for Services with the Colorado Youth Corps Association (CYCA) for purposes of accreditation. WCYCC has maintained Youth Corps Accreditation for over ten years. Formal accreditation through CYCA is one avenue to revenue as some funders allocate funds directly to CYCA to pass -through to local accredited Youth Corps. The term of this Agreement is 2018-2023 (5 years) and it has been reviewed and approved by Legal (Karin McDougal). I do not recommend a Work Session. I recommend approval of this Agreement. Sean P. Conway Julie A. Cozad Mike Freeman Barbara Kirkmeyer, Pro -Tern Steve Moreno, Chair rt-- Approve Recommendation Work Session Schedule Other/Comments: 2018-1263 Pass -Around Memorandum; April 17, 2018 - CMS 1725 YOUTH CORPS AGREEMENT FOR SERVICES This Agreement for Services (together with all Project Contract Modifications delivered hereunder, this "Agreement") is entered into by Weld County Youth Conservation Corps (hereinafter "Contractor") and the Colorado Youth Corps Association (hereinafter "CYCA") this 4th day of April, 2018 (the "Effective Date"). The parties, in consideration of the mutual terms and promises as set forth below, agree as follows: 1. Scope of Services by the Contractor During the Term of this Agreencnt, CYCA may, in its discretion, offer projects and internships to Contractor by delivering to Contractor written Project Contract Modifications relating to contracts CYCA has with certain federal, state, and local agencies, and other project sponsors (each a "Project Sponsor"). Unless otherwise set forth in a Project Contract Modification, all Project Contract Modifications must be accepted in writing by Contractor and delivered to CYCA within two weeks of receipt of such Project Contract Modification or such Contract Project Modification shall be deemed rejected. By accepting any Project Contract Modification, Contractor agrees to provide the services described therein. All work described in Project Contract Modifications accepted by Contractor will be referred to hereinafter as the "Accepted Projects." 2. Accreditation, Training, Certification and Licensure a. Contractor shall comply with CYCA's accreditation standards and policies and shall ensure that all Contractor's subcontractors, and its and their respective employees and agents ("Personnel") have received adequate training to enable them to observe and comply with all CYCA accreditation standards, policies, Laws (as defined below) and permits. b. Contractor shall, and shall cause its Personnel to, be fully knowledgeable of all federal, tribal, state, county, municipal and other local statutes, laws, orders, rules, regulations, decisions, requirements, work practices and procedures of courts, legislative, administrative, governmental and regulatory agencies and authorities, including the common law ("Laws") applicable to the Accepted Projects and the services provided in connection therewith ("Services"), and comply with all such Laws. c. Contractor represents and warrants that all of its Personnel engaged in any portion of the Services will at all times be qualified and competent to perform the duties assigned. If any specialized technical or safety training is required for any Personnel such training shall be provided and documentation of certification shall be retained by the Contractor and be available for inspection at any time by CYCA. Further, where certification under any Law or permit is required for a particular task, only certified workers shall perform the job. d. Contractor shall, and shall cause its Personnel to, comply with all Project Sponsor policies applicable to a project while performing Services for such Project Sponsor. FY 2018-2023 Municipal Corps Agreement for Services Page 1 of 5 3. Independent Contractor Contractor shall perform the Services as an independent contractor and Contractor's sole relationship to CYCA under this Agreement is that of an independent contractor. Contractor is not an employee, partner, or joint venturer of CYCA. Contractor is free to provide services to any other person or entity during the Term of this Agreement, including services similar in kind to the services which Contractor provides to CYCA, and CYCA is free to obtain similar services from other individuals or entities. Neither Contractor nor any Personnel of Contractor shall be treated as an employee of CYCA for any purpose, including for purposes of any federal, state or local employment Laws, including the Federal Insurance Contribution Act, the Federal Unemployment Tax Acts any Laws relating to workers' compensation or employment Taxes, any Laws relating to withholding or collection of income tax, and any other similar federal, state or local Laws. CONTRACTOR ACKNOWLEDGES AND AGREES THAT THE CONTRACTOR IS OBLIGATED TO WITHHOLD AND PAY ALL FEDERAL, STATE AND LOCAL INCOME TAX, AND ALL PAYROLL AND SIMILAR TAXES, REQUIRED TO BE PAID ON ANY COMPENSATION EARNED PURSUANT TO THIS AGREEMENT OR ANY PROJECT CONTRACT MODIFICATION , INCLUDING ANY TAXES REQUIRED TO BE PAID OR WITHHELD UNDER THE SELF-EMPLOYMENT CONTRIBUTION ACT. CONTRACTOR ACKNOWLEDGES AND AGREES THAT NEITHER IT NOR ANY OF ITS PERSONNEL SHALL BE ENTITLED TO ANY BENEFITS PROVIDED TO CYCA'S EMPLOYEES, INCLUDING ANY WORKERS' COMPENSATION BENEFITS, OR ANY MEDICAL, UNEMPLOYMENT, OR VACATION BENEFITS. Contractor further acknowledges and agrees that it is solely responsible for providing workers' compensation insurance coverage and all other legally required benefits to any persons performing any Services. 4. Term of Agreement The Term of this Agreement shall begin on the Effective Date and, unless terminated earlier pursuant to the terms of this Agreement, shall continue for a period of five years after the Effective Date. This Agreement shall solely govern with respect to any Project Contract Modification tendered or accepted during its Term, notwithstanding any prior agreement which may exist between the parties. 5. Fees for Services With respect to each Accepted Project, CYCA will compensate Contractor in the manner and at the rates set forth in the applicable Project Contract Modification. CYCA shall not be obligated to pay compensation for any work until Contractor has tendered to CYCA an invoice containing a detailed description of the Services (including the dates the work was performed and time allocated toward such performance). Contractor is responsible for all expenses, including personnel, tools, and equipment, needed to fully perform the Services Except where otherwise expressly provided in a particular Project Contract Modifications, the following shall apply with respect to invoicing by Contractor and payment by CYCA: a) With respect to projects lasting two weeks or less, Contractor may not invoice CYCA until the project has been completed. FY 2018-2023 Municipal Corps Agreement for Services Page 2 of 5 b) With respect to projects lasting more than two weeks, Contractor may invoice CYCA no more than once every two weeks. c) CYCA may withhold payment of up to 100% of the final invoice on a project until CYCA receives project evaluation documentation from the Project Sponsor. d) If any of the services provided by Contractor do not comply with the applicable Project Contract Modification, CYCA may require the Contractor to cure all deficiencies at no additional cost to CYCA (including, if necessary, by performing the services again in conformity with contract requirements) before paying for those services. When defects in the quality or quantity of services cannot be corrected by re -performance, CYCA may 1) require the Contractor to take necessary action to ensure that the future performance conforms to the contract requirements, and 2) equitably reduce the payment due the Contractor to reflect the reduced value of the services performed and/or goods provided. These remedies shall in no way limit the remedies available to CYCA in the termination provision of this contract. e) If Contractor is not in compliance with any administrative requirements included in a Project Contract Modification — such as but not limited to including use of the CYCA database or other contract management system to track Accepted Projects, project time frame and accomplishments, and submittal of appropriate photos — CYCA may withhold payment of all invoices on that project until Contractor is in compliance with those requirements. f) Except as set forth above or in a Project Contract Modification, submission of invoices will be due to CYCA no more flan thirty (30) days after project completion. If CYCA or a Project Sponsor disputes part but not all of an invoice, CYCA will pay the undisputed portion but may withhold the disputed portion pending resolution of the dispute. 6. Termination If a party is in material breach of this Agreement, the other party may terminate this Agreement immediately on written notice to the party in breach. Either party may cancel this Agreement for any reason upon fourteen (14) days advance written notice to the other party; provided that, unless otherwise indicated by CYCA in writing, Contractor must complete all Services under outstanding Project Contract Modifications and this Agreement shall extend until such Services are completed. If termination of this Agreement occurs after services have been performed, CYCA's obligation to pay for those services will remain subject to the conditions set forth in paragraph 5 hereof. Paragraphs 7, 8, and 9 hereof shall survive termination of this Agreement. 7. Insurance Contractor represents that it is a "public entity" within the meaning of the Colorado Governmental Immunity Act, C.R.S. 24-10-101, et seq., as amended ("Act"). Contractor shall at all times during the term of this Agreement maintain such liability insurance, by commercial policy or self-insurance, as is necessary to meet its potential liabilities under the Act. Upon request by CYCA, Contractor shall provide it with proof of such insurance. FY 2018-2023 Municipal Corps Agreement for Services Page 3 of 5 8. Indemnification To the extent not prohibited by applicable Law, Contractor shall indemnify, defend and save harmless CYCA, and its officers, directors, employees, and agents, from and against all liabilities, losses, costs, or expenses (including reasonable attorneys' fees), which arise out of or relate to, in whole or in part, from: (i) the Services; (ii) Contractor's or its Personnel's, negligence or other tortious conduct, acts, errors, omissions, or breach of this Agreement; or (iii) any claim by any Project Sponsor (collectively, "Covered Claims"). CYCA retains the right to participate in the defense or settlement of any Covered Claim with counsel of its own selection. Contractor will not enter into any settlement of any Covered Claim without CYCA's prior written consent, which consent shall not be unreasonably withheld or delayed. 9. Miscellaneous a. Any notice required by or given pursuant to this Agreement shall be written and delivered in person, by United States mail (first class, postage prepaid), or by reputable overnight carrier, and addressed as follows: If to CYCA: Colorado Youth Corps Association Attn: Executive Director 1640 Grant Street, Suite 210 Denver, CO 80203 If to Contractor: Weld County Youth Conservation Corps Attn: Director, Weld County Department of Human Services 315 N 11th Avenue Building B, P.O. Box 1805 Greeley, CO 80632 b. With respect to all Personnel utilized on an Accepted Project, Contractor agrees to comply with all state and federal laws which govern, establish, or protect employee rights, including but not limited to the Colorado Anti -discrimination Act, as amended from time to time. c. Contractor shall procure all permits and licenses and pay all charges, fees, taxes and incidental expenses that may be required for the lawful execution of the work. d. This Agreement is not assignable. e. This Agreement, together with all accepted Project Contract Modifications, constitutes the entire agreement of the parties with respect to the subject matter hereof. f. This Agreement will be governed by the laws of Colorado. Each party irrevocably and unconditionally consents to the exclusive jurisdiction of the District Court in and for the City and County of Denver, Colorado or of the United States District Court in and for the District of Colorado (and the appellate courts with respect thereto) for any actions, suits or proceedings arising out of or relating to this Agreement or the Services, and agrees not to commence any action, suit or proceeding with respect to this Agreement or the Services except in such courts. FY 2018-2023 Municipal Corps Agreement for Services Page 4 of 5 g. This Agreement will not be construed strictly against either party. In the event of a conflict between the terms of this Agreement and any Project Contract Modification accepted by Contractor, the Project Contract Modification shall control with respect to the project it describes, and this Agreement shall control with respect to all other Accepted Projects. h. No modification or change to the Agreement will be effective unless it is in writing and signed by both parties. i_ The signatories attest that to their knowledge no employee has any personal or beneficial interest whatsoever in the service or property described herein. AGREED TO AND ACCEPTED THIS j 5 DAY OF Crr 2 ,20 Ju Grieg , Direct Scott Sege W 1 Cou y Dep ent o uman Services CYCA Contractor Federal ID Number ATTESTED: Tami[Grant, vision Head of Employment Services Weld County Department of Human Services ;3/i31i� Date ATTESTD: WeldjCo my Clerk to t By: Deputy C rk to the FY 2018-2023 Municipal Corps Agreement for Services om, Executive Director t%o e1,Aze sica Kelleher CYCA Board Chairman 0-0 gig' Date Board of County Commissioners Weld County, Colorado Freeman, Acting Chair Pro-Tem rAPR 2 3 222 Page 5 of 5 a o/ 1'- /,2h, 3 Hello