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Home My WebLink About20253247Resolution Approve Professional Service Agreement for Foster Parent Training and Co -Facilitator Services, and Authorize Chair to Sign — Esther Dennis 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 Foster Parent Training and Co -Facilitator 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 Esther Dennis, commencing January 1, 2026, and ending December 31, 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 Foster Parent Training and Co -Facilitator 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 Esther Dennis, 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 26th day of November, A.D., 2025: [Insert Resolution Attestation Block Post Meeting] 2025-3247 HR0097 Con-tvac{- V110071 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Professional Services Agreement with Esther Dennis (Foster Parent Training Co -Facilitator) DEPARTMENT: Human Services DATE: November 18, 2025 PERSON REQUESTING: Jamie Ulrich, Director, Human Services Brief description of the problem/issue: The Department is requesting approval of the Professional Services Agreement (PSA) with Esther Dennis to provide Foster Parent Training Co -Facilitator services. Ms. Dennis has previously served in this role, utilizing the National Training and Development Curriculum (NTDC). The term of this agreement is January 1, 2026 through December 31, 2026. What options exist for the Board? • Approval of the PSA with Esther Dennis. • Deny approval of PSA with Esther Dennis. Consequences: The Department will not enter into a contract with this provider for Parent Training Co -Facilitator services. Impacts: There may be a shortage of Co -Facilitators, which could affect the delivery of Foster Parent Training. Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years): • Total cost = $37.13 per hour, not to exceed $6,015.06 for the term of this Agreement. • Funded through Child Welfare Administration funds. Recommendation: • Approval of the 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 (JO 154I _ eryvkLt Pass -Around Memorandum; November 18, 2025 — CMS ID 10077 2025-3247 Karla Ford From: Sent: To: Subject: Lynette Peppier Tuesday, November 18, 2025 4:06 PM Karla Ford RE: Please Reply - PA FOR ROUTING: CW Esther Dennis FC Training Co -Facilitator PSA (CMS 10077) I'm ok with this going to the agenda. Lynette Peppier Weld County Commissioner, District 3 Board of Weld County Desk: 970-400-4205 / Cell : 970-305-7243 P.O. Box 758, 1150 0 St., Greeley, CO 80632 0©O®O Join Our Team IMPORTANT: 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 have 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: Karla Ford <kford@weld.gov> Sent: Tuesday, November 18, 2025 2:51 PM To: Lynette Peppier <Ipeppler@weld.gov> Subject: Please Reply - PA FOR ROUTING: CW Esther Dennis FC Training Co -Facilitator PSA (CMS 10077) Importance: High Please advise if you support recommendation and to have department place on the agenda. Karla Ford Office Manager & Executive Assistant Board of Weld County Commissioners Desk: 970-400-4200/970-400-4228 P.O. Box 758, 1150 0 St., Greeley, CO 80632 1 PROFESSIONAL SERVICE AGREEMENT BETWEEN WELD COUNTY AND ESTHER DENNIS (FOSTER PARENT TRAINING CO -FACILITATOR) THIS AGREEMENT is made and entered into this L day of NOvel-fbei/ , 2025, by and between the Board of Weld County Commissioners, on behalf of Weld County Department of Human Services, hereinafter referred to as "County," and Esther Dennis, 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 January 1, 2026, through December 31, 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. Material breach means the failure of a Party to perform any of its obligations in accordance with this Contract, in whole or in part or in a timely or satisfactory manner. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within 30 days after the institution of such proceeding, shall also constitute a breach. If Contractor is debarred or suspended under §24-109-105, C.R.S. at any time during the term of this Contract, then such debarment or suspension shall constitute a breach. 5. County's Remedies. If Contractor is in breach under any provision of this Contract and fails to cure such breach upon notice and cure within 30 days in accordance with Paragraph 4, the County, following the notice and cure period, shall have all the remedies listed in this section in addition to all other remedies set forth in this Contract, in equity, or at law. The County may exercise any or all the remedies available to it, in its discretion, concurrently or consecutively. a) Termination for Breach of Contract In the event of Contractor's uncured breach, the County may terminate this entire Contract or any part of this Contract. Contractor shall continue performance of this Contract to the extent not terminated, if any. i. Obligations and Rights To the extent specified in any termination notice, Contractor shall not incur further obligations or render further performance past the effective date of such notice and shall terminate outstanding orders and subcontracts with third parties. However, Contractor shall complete and deliver to the County all Work not cancelled by the termination notice and may incur obligations as necessary to do so within this Contract's terms. At the request of the County, Contractor shall assign to the County all of Contractor's rights, title, and interest in and to such terminated orders or subcontracts. Upon termination, Contractor shall take timely, reasonable and necessary action to protect and preserve property in the possession of Contractor but in which the County has an interest. At the County's request, Contractor shall return materials owned by the County in Contractor's possession at the time of any termination. Contractor shall deliver all completed Work Product and all Work Product that was in the process of completion to the County at the County's request. ii. Payments Notwithstanding anything to the contrary, the County shall only pay Contractor for accepted Work received and satisfactorily completed as of the date of termination. iii. Damages and Withholding Notwithstanding any other remedial action by the County, Contractor shall remain liable to the County for any damages sustained by the County in connection with any breach by Contractor, and the County may withhold 2 payment to Contractor for the purpose of mitigating the County's damages until such time as the exact amount of damages due to the County from Contractor is determined. The County may withhold any amount that may be due Contractor as the County deems necessary to protect the County against loss including, without limitation, loss as a result of outstanding liens and excess costs incurred by the County in procuring from third parties replacement Work as cover. b) Remedies Not Involving Termination The County, in its discretion, may exercise one or more of the following additional remedies: i. Suspend Performance Suspend Contractor's performance with respect to all or any portion of the Work pending corrective action as specified by the County without entitling Contractor to an adjustment in price or cost or an adjustment in the performance schedule. Contractor shall promptly cease performing Work and incurring costs in accordance with the County's directive, and the County shall not be liable for costs incurred by Contractor after the suspension of performance. ii. Withhold Payment Withhold payment to Contractor until Contractor corrects its Work. iii. Deny Payment Deny payment for Work not performed, or that due to Contractor's actions or inactions, cannot be performed or if they were performed are reasonably of no value to the County; provided, that any denial of payment shall be equal to the value of the obligations not performed. iv. Intellectual Property If any Work infringes, or if the County in its sole discretion determines that any Work is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Contractor shall, as approved by the County, (i) secure that right to use such Work for the County and Contractor; (ii) replace the Work with non -infringing Work or modify the Work so that it becomes non - infringing; or, (iii) remove any infringing Work and refund the amount paid for such Work to the County. 6. Contractor's Remedies. If the County is in breach of any provision of this Contract and does not cure such breach, Contractor, following the notice and cure period in Paragraph 4, may engage the County in informal resolution process, and shall otherwise have all remedies available at law and equity. 7. Extension or Amendment. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services. 8. Compensation/Contract Amount. County agrees to pay an amount no greater than $6,015.06 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 3 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, financial obligations of the County payable after the current fiscal year are contingent upon county, state and or federal funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. This Agreement is subject to and contingent upon the continuing availability of county, state and or federal funds for the purposes hereof. Contractor agrees to work within the confines of the Scope of Services outlined in Exhibit A. 9. Independent Contractor. Contractor agrees that it is an independent contractor and that Contractor's officers, agents or employees will not become employees or agents of County, nor entitled to any employee benefits (including unemployment insurance or workers' compensation benefits) from County as a result of the execution of this Agreement. Contractor shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. Any provisions in this Contract that may appear to give the County the right to direct contractor as to details of doing work or to exercise a measure of control over the work mean that Contractor shall follow the direction of the County as to end results of the work only. The Contractor is obligated to pay all federal and state income tax on any moneys earned or paid pursuant to this contract. 10. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the completion of the Work without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the 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 4 Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees, and subcontractors. 11. Ownership. All work and information obtained by Contractor under this Agreement or individual work order shall become or remain (as applicable), the property of County. In addition, all reports, documents, data, plans, drawings, records, and computer files generated by Contractor in relation to this Agreement and all reports, test results and all other tangible materials obtained and/or produced in connection with the performance of this Agreement, whether or not such materials are in completed form, shall at all times be considered the property of the County. Contractor shall not make use of such material for purposes other than in connection with this Agreement without prior written approval of County. 12. Confidentiality. Confidential information of the Contractor should be transmitted separately from non -confidential information, clearly denoting in red on the relevant document at the top the word, "CONFIDENTIAL." However, Contractor is advised that as a public entity, Weld County must comply with the provisions of the Colorado Open Records Act (CORA), C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. Contractor agrees to keep confidential all of County's confidential information. Contractor agrees not to sell, assign, distribute, or disclose any such confidential information to any other person or entity without seeking written permission from the County. Contractor agrees to advise its employees, agents, and consultants, of the confidential and proprietary nature of this confidential information and of the restrictions imposed by this Agreement. 13. Warranty. Contractor warrants that the Work performed under this Agreement will be performed in a manner consistent with the standards governing such services and the provisions of this Agreement. Contractor further represents and warrants that all Work shall be performed by qualified personnel in a professional manner, consistent with industry standards, and that all services will conform to applicable specifications. 14. Acceptance of Services Not a Waiver. Upon completion of the Work, Contractor shall submit to County originals of all test results, reports, etc., generated during completion of this work. Acceptance by County of reports and incidental material(s) furnished under this Agreement shall not in any way relieve Contractor of responsibility for the quality and accuracy of the project. In no event shall any action by County hereunder constitute or be construed to be a waiver by County of any breach of this Agreement or default which may then exist on the part of Contractor, and County's action or inaction when any such breach or default exists shall not impair or prejudice any right or remedy available to County with respect to such breach or default. No assent expressed or implied, to any breach of any one or more covenants, provisions or conditions of the Agreement shall be deemed or taken 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. 5 15. Insurance. Contractor shall procure at least the minimum amount of automobile liability insurance required by the State of Colorado for the use of any personal vehicle. Proof of said automobile liability insurance shall be provided to County prior to the performance of any services under this Agreement. 16. Proof of Insurance. Upon County's request, Contractor shall provide to County, for examination, a policy, endorsement, or other proof of insurance as determined in County's sole discretion. Provided information for examination shall be considered confidential, and as such, shall be deemed not subject to Colorado Open Records Act (CORA) disclosure. All insurers must be licensed or approved to do business within the State of Colorado, and unless otherwise specified, all policies must be written on a per occurrence basis. The Contractor shall provide the County with a Certificate of Insurance evidencing all required coverages, before commencing work or entering the County premises. 17. Additional Insurance Related Requirements. The County requires that all policies of insurance be written on a primary basis, non-contributory with any other insurance coverages and/or self-insurance carried by the County. The Contractor 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. 18. Subcontractor Insurance. Contractor hereby warrants that all subcontractors providing services under this Agreement have or will have the above -described insurance prior to their commencement of the Work, or otherwise that they are covered by the Contractor's policies to the minimum limits as required herein. Contractor agrees to provide proof of insurance for all such subcontractors upon request by the County. 19. No limitation of Liability. The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Contractor. The County in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the Work under by the Contractor, its agents, representatives, employees, or subcontractors. The Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contractor is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. The Contractor shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement. 6 20. Certification of Compliance with Insurance Requirements. The Contractor stipulates that it has met the insurance requirements identified herein. The Contractor shall be responsible for the professional quality, technical accuracy, and quantity of all services provided, the timely delivery of said services, and the coordination of all services rendered by the Contractor and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. 21. Mutual Cooperation. The County and Contractor shall cooperate with each other in the collection of any insurance proceeds which may be payable in the event of any loss, including the execution and delivery of any proof of loss or other actions required to effect recovery. 22. Indemnity. The Contractor shall indemnify, hold harmless and, not excluding the County's right to participate, defend the County, its officers, officials, agents, and employees, from and against any and all liabilities, claims, actions, damages, losses, and expenses including without limitation reasonable attorneys' fees and costs, (hereinafter referred to collectively as "claims") for bodily injury or personal injury including death, or loss or damage to tangible or intangible property caused, or alleged to be caused in whole or in part by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of or recovered under the Workers' Compensation Law or arising out of the failure of such contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific intention of the parties that the County shall, in all instances, except for claims arising solely from the negligent or willful acts or omissions of the County, be indemnified by Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable. In consideration of award of this contract, the Contractor agrees to waive all rights of subrogation against the County, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the County. The Contractor shall be fully responsible and liable for any and all injuries or damage received or sustained by any person, persons, or property on account of its performance under this Agreement or its failure to comply with the provisions of the Agreement. A failure of Contractor to comply with these indemnification provisions shall result in County's right but not the obligation to terminate this Agreement or to pursue any other lawful remedy. 23. Non -Assignment. Contractor may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contractor to assign or transfer its rights hereunder without such prior approval by County shall, at the option of County, automatically terminate this Agreement and all rights of Contractor hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 24. Examination of Records. To the extent required by law, the Contractor agrees that a duly authorized representative of County, including the County Auditor, shall have access to and the right to examine and audit any books, documents, papers and records of Contractor, involving all matters and/or transactions related to this Agreement. Contractor 7 agrees to maintain these documents for three years from the date of the last payment received. 25. Interruptions. Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes, or Governmental actions. 26. Notices. County may designate, prior to commencement of Work, its project representative ("County Representative") who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to County Representative. All notices or other communications made by one party to the other concerning the terms and conditions of this contract shall be deemed delivered under the following circumstances: a) personal service by a reputable courier service requiring signature for receipt; or b) five (5) days following delivery to the United States Postal Service, postage prepaid addressed to a party at the address set forth in this contract; or c) electronic transmission via email at the address set forth below, where a receipt or acknowledgment is required and received by the sending party; or Either party may change its notice address(es) by written notice to the other. Notice may be sent to: TO CONTRACTOR: Name: Esther Dennis Address: 5502 West 3rd Street Address: Greeley, Colorado 80634 E-mail: estherlove5@aol.com TO COUNTY: Name: Jamie Ulrich Position: Director Address: P.O. Box A Address: Greeley, Colorado 80632 E-mail: ulrichjj(c�weld.gov Phone: (970) 400-6510 27. Compliance with Law. Contractor shall strictly comply with all applicable federal and State laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. 28. Non -Exclusive Agreement. This Agreement is nonexclusive, and County may engage or use other Contractors or persons to perform services of the same or similar nature. 29. Entire Agreement/Modifications. This Agreement including the Exhibits attached hereto and incorporated herein, contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior 8 negotiations, representations, and understandings or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 30. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. 31. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507. The signatories to this Agreement state that to their knowledge, no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. Contractor agrees that if Contractor was a former employee of the Department of Human Services, or employs a former employee of the Department of Human Services, that Contractor will also abide by applicable requirements under C.R.S. 24-18-201 et seq. 32. Survival of Termination. The obligations of the parties under this Agreement that by their nature would continue beyond expiration or termination of this Agreement (including, without limitation, the warranties, indemnification obligations, confidentiality and record keeping requirements) shall survive any such expiration or termination. 33. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. 34. Non -Waiver. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Contract, the monetary limitations or any other immunities, rights, benefits, and protections, provided by the Colorado Governmental Immunity Act §§24-10-101 et seq., as from time to time amended, or otherwise available to the County, its subsidiary, associated and/or affiliated entities, successors, or assigns; or its elected officials, employees, agents, and volunteers. 35. Force Majeure. Neither the Contractor nor the County shall be liable for any delay in, or failure of performance of, any covenant or promise contained in this Agreement, nor shall any delay or failure constitute default or give rise to any liability for damages if, and only to extent that, such delay or failure is caused by or results from acts beyond the impacted Party's reasonable control, including without limitation, the following "force majeure" events that frustrate the purpose of this Agreement: As used in this Agreement, "force majeure" means acts of God, acts of the public enemy, unusually severe weather, fires, floods, epidemics, quarantines, strikes, labor disputes and freight embargoes, government order or law, action by any governmental authority, and other similar events beyond the reasonable control of the impacted party, to the extent such events were not the result of, or were not aggravated by, the acts or omissions of the non -performing or delayed party. However, if force majeure occurs after the party delays performance, the party shall not 9 be exempted from liability. The Party affected by the force majeure shall make reasonable efforts to reduce the consequences caused by the force majeure. If the force majeure affects the performance of the contract, the party that is subject to force majeure shall promptly notify the other party and submit to the other party a sufficient and valid proof of force majeure within a reasonable period of time. Otherwise, the corresponding liability shall not be waived. 36. No Third -Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 37. Board of County Commissioners of Weld County Approval. This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado, or its designee. 38. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute between the parties, Contractor agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 39. No Employment of Unauthorized Aliens. Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an unauthorized alien who will perform work under this Agreement (see 8 U.S.C.A. §1324a and (h)(3)), nor enter into a contract with a subcontractor that employs or contracts with an unauthorized alien to perform work under this Agreement. Upon request, contractor shall deliver to the County a written notarized affirmation that it has examined the legal work status of an employee and shall comply with all other requirements of federal or state law, including employment verification requirements contained within state or federal grants or awards funding public contracts. Contractor agrees to comply with any reasonable request from the Colorado Department of Labor and Employment in the course of any investigation. If Contractor fails to comply with any requirement of this provision, County may terminate this Agreement for breach, and if so terminated, Contractor shall be liable for actual and consequential damages. 40. Attorney's Fees/Legal Costs. In the event of a dispute between County and Contractor concerning this Agreement, the parties agree that each party shall be responsible for the payment of attorney fees and/or legal costs incurred by or on its own behalf. 10 b. More diverse training; and c. Increased understanding of a realistic foster parent experience; and d. Thorough understanding of roles and responsibilities of a foster parent; and back-up for the NTDC Facilitators. 5) Contractor will become familiar with, and follow, all State and Federal rules and regulations applicable to the services provided under this Agreement. 13 EXHIBIT B RATE SCHEDULE 1) Funding and Method of Payment: a. The County agrees to reimburse the Contractor in consideration of the work and services performed under this Agreement at the rate specified in Paragraph 2, below. The total amount to be paid to the Contractor during the term of this Agreement shall be reported by the County after December 31, 2026. b. Expenses incurred by the Contractor prior to the term of this agreement are not eligible expenditures and shall not be reimbursed by the County. c. Payment pursuant to this Agreement, whether in whole or in part, is subject to and contingent upon the continuing availability of said funds for the purposes hereof. In the event that said funds, or any part thereof, become unavailable as determined by the County, County has the right to terminate this Agreement, with or without cause on thirty (30) days written notice, or amend accordingly. 2) Fees for Services: a. Services rendered will be reimbursed at $37.13 per hour, with a maximum reimbursement up to $1,002.51 per training cohort or $6,015.06 for the term of this Agreement. b. Maximum hours reimbursable under this Agreement shall not exceed twenty- seven (27) hours per training cohort or one hundred sixty-two (162) hours for the term of this Agreement. 3) Submittal of Vouchers: a. Contractor shall prepare and submit an invoice each month to the County to certify that the services authorized were provided on the date(s) indicated and the charges made were pursuant to the terms and conditions of Exhibit A. 14 SIGNATURE REQUESTED: Weld/Dennis, Ether Foster Parent Co -Facilitator PSA Final Audit Report 2025-11-08 Created: 2025-11-07 By: Sara Adams (sadams@weld.gov) Status: Signed Transaction ID: CBJCHBCAABAAXex5gngT1Kgt32nWTFIvDD4r5rBLIkTq "SIGNATURE REQUESTED: Weld/Dennis, Ether Foster Parent Co -Facilitator PSA" History ii Document created by Sara Adams (sadams@weld.gov) 2025-11-07 - 11:31:32 PM GMT- IP address: 204.133.39.9 Document emailed to estherlove5@aol.com for signature 2025-11-07 - 11:32:19 PM GMT 1 Email viewed by estherlove5@aol.com 2025-11-08 - 2:03:27 AM GMT- IP address: 172.58.56.19 k o Signer estherlove5@aol.com entered name at signing as Esther Dennis 2025-11-08 - 2:04:35 AM GMT- IP address: 172.58.56.19 6p Document e -signed by Esther Dennis (estherlove5@aol.com) Signature Date: 2025-11-08 - 2:04:37 AM GMT - Time Source: server- IP address: 172.58.56.19 O Agreement completed. 2025-11-08 - 2:04:37 AM GMT Powered by Adobe Acrobat Sign Contract Form Entity Information Entity Name* DENNIS, ESTHER Entity ID* @00037551 Contract Name* Contract ID ESTHER DENNIS (PROFESSIONAL SERVICES AGREEMENT 1 0077 FOR FOSTER PARENT CO -FACILITATOR) Contract Status CTB REVIEW ❑ New Entity? Parent Contract ID Requires Board Approval Contract Lead* YES SADAMS Contract Lead Email sadams@weld.gov;cobbx xlk@weld.gov Department Project # Contract Description* ESTHER DENNIS (PROFESSIONAL SERVICES AGREEMENT FOR FOSTER PARENT CO -FACILITATOR ). TERM: JANUARY 1, 2026 THROUGH DECEMBER 31, 2026. Contract Description 2 PA ROUTING THROUGH NORMAL PROCESS. ETA TO CTB 1 1 / 1 8/2025. Contract Type* Department Requested BOCC Agenda Due Date AGREEMENT HUMAN SERVICES Date* 11 ' 15 2025 11/19/2025 Amount* 56,01 5.06 Renewable * NO Automatic Renewal Grant IGA Department Email CM- HumanServices@weld.gov Department Head Email CM-HumanServices- DeptHead@weld.gov County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COU NTYATTORNEY@WEL D.GOV 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 Contact Info Contact Name Purchasing Purchasing Approver Approval Process Department Head JAMIE ULRICH DH Approved Date 11/12/2025 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 11/19/2025 Review Date * 10/31/2026 Committed Delivery Date Contact Type Contact Email Finance Approver CHRIS D'OVIDIO Renewal Date Expiration Date* 12/31/2026 Contact Phone 1 Contact Phone 2 Purchasing Approved Date Finance Approved Date 11/13/2025 Tyler Ref # AG 111925 Originator SADAMS Legal Counsel BYRON HOWELL Legal Counsel Approved Date 11/13/2025 Hello