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HomeMy WebLinkAboutC06-179 AGREEMENT BETWEEN EAGLE COUNTY AND KIDS FIRST This Agreement ("the Agreement"), made this 23rd day of May, 2006, between Eagle County, Colorado ("County") and Kids First ("Contractor"), WITNESSETH: Whereas, County, through its Department of Health and Human Services ("HHS"), works to promote the health, safety and welfare of County residents of all ages; and Whereas, among the services County provides in order to promote such health, safety and welfare are child care information and referral services; and Whereas, the use of outside providers of such services enhances the ability of the County to promote such health, safety and welfare; and Whereas, Contractor is a provider of such services and wishes to contract with County to provide such services to County residents in need thereof. Now, therefore, in consideration of the foregoing premises and the following promises, County and Contractor enter into this Agreement. Article I: SCOPE Contractor shall provide child care information and referral services to Eagle County families and child care providers in accordance with the state guidelines for such services; and shall collaborate with the County and provide consultation to assure that such services are published and available throughout the County; and shall collaborate with the County and provide consultation regarding early childhood quality initiatives and professional salary incentives; and shall provide custom reports are requested in writing by the County through its Director of Health & Human Services. Article II: TERM This Agreement shall commence on January 1, 2006 and shall terminate on December 31, 2006. Article III: COMPENSATION A. County will compensate Contractor for performance of Assigned Services as follows: (1) for information and referral services $ 17,512 per annum; (2) for provision oflicensing packets and technical assistance to potential family child care homes, $9 per packet; (3) for consultation and development of custom reports, $ 40/hour. B. If, prior to payment of compensation or reimbursement for services but after submission to County of a request therefor by Contractor, County reasonably determines that payment as requested would be improper because the services were not performed as prescribed by the provisions of this Agreement, the County shall have no obligation to make such payment. If, at any time after or during the Term or after termination of this Agreement as hereinafter provided or expiration of this Agreement, County reasonably determines that any payment theretofore paid by County to Contractor was improper because the services for which payment was made were not performed as prescribed by the provisions of this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment to County. Upon termination of this Agreement as hereinafter provided or expiration of the Term, any unexpended funds advanced by County to Contractor shall forthwith be returned to County. IV. TERMINATION County may terminate this Agreement at any time and for any reason or no reason upon written notice to Contractor specifYing the date of termination, which date shall be not less than ten (10) days from the date of the notice. In the event Contractor files for bankruptcy or is declared bankrupt or dissolves, County may declare in writing that this Agreement is terminated, and all rights of Contractor and obligations of County, except for payment of accrued but unpaid fees and expenses, shall terminate immediately. V. CONTRACTOR'S DUTIES A. All funds received by Contractor under this Agreement shall be or have been expended solely for the purpose for which granted, and any funds not so expended, including funds lost or diverted for other purposes, shall be returned to County. B. Contractor shall maintain, for a minimum of 3 years, adequate financial and programmatic records for reporting to County on performance if its responsibilities hereunder. Contractor shall be subject to financial audit by federal, state or county auditors or their designees. Contractor authorizes County to perform audits or to rnake inspections during normal business hours, upon 48 hours notice to Contractor, for the purpose of evaluating performance under this Agreement. Contractor shall cooperate fully with authorized HHS representatives in the observation and evaluation of the program and records. Contractor shall have the right to dispute any claims of rnisuse of funds and seek an amicable resolution with County. C. In rendering its services hereunder, Contractor shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision of its employees to ensure the maintenance of these high standards of customer service and professionalism, the performance of such obligation to be determined at the sole discretion of County. In the event that County finds these standards of customer service are not being met by Contractor, County may terminate this Agreement, in whole or in part, upon ten (10) days notice to the Contractor. D. The County requests quarterly written reports concerning information and referral services under this Agreement. Contractor shall provide the County with consultation and custom reports in accordance with a mutually agreed upon and written plan for services. Reimbursement for services relating to the plan is subject to the timely receipt of written reports and consultation. 2 E. Contractor shall comply with the requirements of the Civil Rights Act of 1964 and Section 504, Rehabilitation Act of 1973, concerning discrimination on the basis of race, color, sex, age, religion, political beliefs, national origin, or handicap. F. Contractor shall assure that the service described herein is provided to the County at a cost not greater than that charged to other persons in the same community. H. Contractor shall notify HHS immediately of all reports of suspected child abuse or neglect involving Contractor, including, but not limited to, employees, volunteers and clients. HHS contractors are considered to be mandatory reporters for suspected child abuse and neglect and are to make those reports directly to HHS Youth and Family Services Division - (970) 328-8840. I. Contractor may submit monthly or quarterly billings to County. Billings will be paid through the County's usual bill paying process. Billings must be submitted by the fifth working day of the subsequent month in order to be eligible for reimbursement, except that billings for services provided through June 30, 2006 must be submitted by July 1, 2006; and billings for services provided through December 31,2006 must be submitted by January 6,2007 in order to be eligible for reimbursement. VI. NOTICE Any notice required under this Agreement shall be given in writing by registered or certified mail; return receipt requested which shall be addressed as follows: COUNTY: CONTRACTOR: Eagle County Health & Human Services Kids First P. O. Box 660 (mailing address) 215 North Garmisch, Suite 1 (551 Broadway - physical location) Aspen, CO 81611 Eagle, CO 81631 Notice shall be deemed given three (3) days after the date of deposit in a regular depository ofthe United States Postal Service. VII. ASSIGNMENT Contractor shall not assign any of its rights or duties under this Agreement to a third party without the prior written consent of County. County shall terminate this Agreement in the event of any assignment without its prior written consent of County. VIII. MODIFICATION Any revision, amendment or modification of this Agreement shall be valid only if in writing and signed by all parties. 3 IX. INSURANCE At all times during the term of this Agreement, Contractor shall maintain in full force and effect the following insurance: Type of Insurance Coverage Limits Workers' Compensation Statutory Employers Liability, including occupational Disease $500,000 Comprehensive General Liability, including $150,000 per person and broad form property damage $600,000 per occurrence or as specified in the Colorado Governmental Immunity Act, whichever is greater. Contractor shall purchase and maintain such insurance as required above and shall provide certificates of insurance in a form acceptable to County upon execution of this Agreement. X. MISCELLANEOUS A. The relationship of Contractor to County is that of independent contractor. No agent, employee or volunteer of Contractor shall be deemed to be an agent, employee or volunteer of County. B. In the event of litigation in connection with this Agreement, the prevailing party shall be entitled to recover all reasonable costs incurred, including attorney fees, costs, staff time and other claim related expense. C. Invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable provision was omitted. D. To the extent permitted by law, Contractor shall indemnify and hold harmless County, its Board of Commissioners, and the individual members thereof, its agencies, departments, officers, agents, employees, servants and its successors from any and all demands, losses, liabilities, claims or judgments, together with all costs and expenses, including but not limited to attorney fees, incident thereto which may accrue against, be charged to or be recoverable from County, its Board of Commissioners, and the individual members thereof, its agencies, departments, officers, agents, employees, servants and its successors, as a result of the acts or omissions of Contractor, its employees or agents, in or in part pursuant to this Agreement or arising directly or indirectly out of Contractor's exercise of its privileges or performance of its obligations under this Agreement. E. Contractor shall comply at all times and in all respects with all applicable federal, state and local laws, resolutions, and codes. F. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect 4 of any period after, December 31 st of the calendar year of the Term of this Agreement, without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with the provisions of Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et.seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). G. This Agreement shall be governed by the laws ofthe State of Colorado. Jurisdiction and venue for any suit, right or cause of action arising under, or in connection with this Agreement shall be exclusive in Eagle County, Colorado. H. This Agreement supersedes all previous communications, negotiations and/or agreements between the respective parties hereto, either verbal or written, and the same not expressly contained herein are hereby withdrawn and annulled. This is an integrated agreement and there are no representations about any of the subject matter hereof except as expressly set forth in this Agreement. 1. This Agreement does not, and shall not be deemed or construed to, confer upon or grant to any third party or parties any right to claim damages or to bring any suit, action or other proceeding against either Contractor or County because of any breach hereof or because of any of the terms, covenants, agreements and conditions herein. J. Contractor certifies that it has read the Agreement, understands each and every term and the requirements set forth herein, and agrees to comply with the same. In Witness Whereof, County and Contractor have executed this Agreement in triplicate on the date set forth above. Two counterparts have been delivered to County and one to Contractor. COUNTY OF EAGLE, STATE OF COLORADO By and through its Board of Commissioners ~ Peter F. Runyon, Chairma 5