HomeMy WebLinkAboutC10-055 Early Childhood Partners Inc. AgreementAGREEMENT BETWEEN EAGLE COUNTY
AND
EARLY CHILDHOOD PARTNERS, INC.
(Child Identification and Screening Process)
This Agreement ("Agreement") dated as of this a day of / ~ / ~~ ;
2010, is between the County of Eagle, State of Colorado, a body corporate and politic, by and
through its Board of County Commissioners ("County"), and Early Childhood Partners, Inc., a
Colorado non-profit corporation with a mailing address of P.O. Box 4532, Eagle, CO 81631
("Contractor").
WHEREAS, the 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, the use of outside providers enhances the ability of the County to promote
such health, safety, and welfare; and
WHEREAS, County wishes to hire Contractor to perform the services outlined in Section
1.1 hereunder; and
WHEREAS, County and Contractor intend by this Agreement to set forth the scope of
the responsibilities of the Contractor in connection with the services and related terms and
conditions to govern the relationship between Contractor and County in connection with the
services.
AGREEMENT
NOW THEREFORE, based upon the representations by Contractor set forth in the
foregoing recitals, for good and valuable consideration, including the promises set forth herein,
the parties agree to the following:
1. Scope of Services:
1.1 The Contractor will provide the services more particularly set forth in the attached
Exhibit "A" labeled Scope of Services (the "Services") incorporated herein by reference. The
Services are generally described as services to improve the child identification and screening
process to screen for delays in any area of development for children under the age of five in
Eagle County, to provide support to their families, and to provide the County with written reports
concerning such services.
1.2 Any revision, amendment or modification of this Agreement shall be valid only if
in writing and signed by all parties. Except as may be expressly altered by the amendment, all
terms and conditions of this Agreement shall control. To the extent the terms and conditions of
this Agreement may conflict with Exhibit "A" or any future exhibits or amendments, the terms
and conditions of this Agreement shall control.
1.3 The Contractor agrees that Contractor will not knowingly enter into any
arrangement with third parties that will conflict in any manner with this Agreement.
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1.4 Contractor has given the County a proposal for performing the Services and
represented that it has the expertise and personnel necessary to properly and timely perform the
Services.
2. Term of Agreement:
2.1 The term of this Agreement shall commence upon execution of the Agreement by
both parties and shall end on December 31, 2010, unless earlier terminated in accordance with
the terms of this Agreement.
2.2 This Agreement may be terminated by either party for any reason with 15 days
written notice, with or without cause, and without penalty. In the event the 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 payment
of accrued but unpaid fees set forth in Section 2.3 hereof, shall terminate immediately.
2.3 In the event of any termination of this Agreement, Contractor shall be
compensated for all incurred costs and hours of work then completed, plus approved expenses.
3. Independent Contractor:
3.1 With respect to the provision of the Contractor's Services hereunder, Contractor
acknowledges that Contractor is an independent contractor providing Contractor's services to the
County. Nothing in this Agreement shall be deemed to make Contractor an agent, employee,
partner or representative of County.
3.2 The Contractor shalt not have the authority to, and will not make any
commitments or enter into any agreement with any party on behalf of County without the written
consent of the Board of County Commissioners.
3.3 The Contractor and its employees are not entitled to workers' compensation
benefits through the County. The Contractor is solely responsible for necessary and adequate
workers' compensation insurance and shall be responsible for withholding and paying all federal
and state taxes. The Contractor and its employees are not entitled to unemployment insurance
benefits unless unemployment compensation coverage is provided by an entity other than the
County. The Contractor hereby acknowledges full and complete liability for and timely payment
of all local, state and federal taxes imposed including, without limitation, tax on self-employment
income, unemployment taxes and income taxes.
4. Compensation:
4.1 For the Contractor's Services provided hereunder, County shall pay to the
Contractor a fee as set forth in the attached Exhibit "A." Contractor will not be entitled to bill at
overtime and/or double time rates for work done outside normal business hours unless
specifically authorized to do so by County. Fees for any additional services will be as set forth
in an executed addendum between the parties.
4.2 For reimbursement Contractor must submit invoices at the end of each quarter.
Invoices shall include a description of services performed. If County is not satisfied with the
completeness of a submitted invoice, County may request Contractor to either revise the invoice
or provide additional information.. Fees will be paid within thirty (30) days of receipt of a
proper and accurate invoice from Contractor for Contractor's Services.
All invoices must be mailed or delivered in-person to the following address to ensure
proper payment. Invoices sent by fax or email will not be accepted.
Eagle County Health & Human Services
Business Office
550 Broadway
P.O. Box 660
Eagle, CO 81631
4.3 If, prior to payment of compensation or reimbursement for services but after
submission to County of a request therefore 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.
4.4 Notwithstanding anything to the contrary contained in this Agreement, no charges
shall be made to the County nor shall any payment be made to the Contractor in excess of the
amount for any work done in respect of any period after December 31 st of the calendar year of
the Term of this Agreement, without the written approval 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).
5. Indemnification:
Within the limits allowed by law, Contractor shall indemnify County for, and hold and
defend the County and its officials, boards, officers, principals and employees harmless from all
costs, claims and expenses, including reasonable attorney's fees, arising from claims of any
nature whatsoever made by any person in connection with the negligent acts or omissions of, or
presentations by, the Contractor in violation of the terms and conditions of this Agreement. This
indemnification shall not apply to claims by third parties against the County to the extent that the
County is liable to such third party for such claim without regard to the involvement of the
Contractor.
6. Contractor's Professional Level of Care and Additional Duties:
6.1 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.
6.2 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. Contractor shall provide
the County with progress reports upon County's request; or Contractor shall furnish progress
reports as more specifically set forth in the attached Exhibit "A".
6.3 Contractor shall maintain, for a minimum of 3 years, adequate financial and
programmatic records for reporting to County on performance of 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 make 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 misuse of funds and seek an amicable resolution with County.
6.4 Contractor shall comply with all applicable federal, state and local rules,
regulations and laws governing services of the kind provided by Contractor under this
Agreement. Contractor shall be solely responsible for ensuring proper licensing and
credentialing of those providing services under this Agreement.
6.5 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.
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7. 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:
Eagle County Health & Human Services
Jennie Wahrer
P.O. Box 660
Eagle, CO 81631
970-328-2604
CONTRACTOR:
Early Childhood Partners
P.O. Box 4532
Eagle, CO 81631
970-328-0774
8. Insurance:
8.1 At all times during the term of this Agreement Contractor shall maintain in full
force and effect the following insurance:
Insurance Tvpe
• Workers' Compensation
• Employers Liability, including
Occupational Disease
• Comprehensive General Liability, including
Broad Form Property Damage
• Professional Liability Insurance
Coverage Minimums
Statutory
$500,000
$600,000 per occurrence or as specified in
the Colorado Governmental Immunity Act,
whichever is greater
$500,000 per occurrence
8.2 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.
9. Non-Assignment and Subcontractors:
Contractor shall not assign this Agreement or employ any subcontractor without the prior
written approval of the County Representative, who is designated in Section 7 of this Agreement.
The Contractor shall be responsible for the acts and omissions of its agents, employees and sub-
contractors. The Contractor shall bind each subcontractor to the terms of this Agreement. The
County may terminate this Agreement, if the Contractor assigns or subcontracts this Agreement
without the prior written consent from the County, and any such assignment or subcontracting
shall be a material breach of this Agreement.
10. Jurisdiction and Confidentiality:
10. l This Agreement shall be interpreted in accordance with the laws of the State of
Colorado and the parties hereby agree to submit to the jurisdiction of the courts thereof. Venue shall
be in the Fifth Judicial District for the State of Colorado.
10.2 The Contractor acknowledges that, during the term of this Agreement and in the course
of the Contractor rendering the Contractor's Services, the Contractor may acquire knowledge of the
business operations of the County not generally known deemed confidential. Contractor shall not
disclose, use, publish or otherwise reveal, either directly or through another, to any person, firm or
corporation, any such confidential knowledge or information and shall retain all knowledge and
information which she has acquired as the result of this Agreement in trust in a fiduciary capacity for the
sole benefit of the County during the term of this Agreement, and for a period of five (5) years
following ternunation of this Agreement. Any such information must be marked as confidential.
The parties recognize that the County is subject to the Colorado Open Records Act and nothing
herein shall preclude a release of information that is subject to the same.
11. Miscellaneous:
11.1 This Agreement constitutes the entire Agreement between the parties related to its
subject matter. It supersedes all prior proposals, agreements and understandings, either verbal or
written.
11.2 This Agreement does not and shall not be deemed to confer upon or grant to any
third party any right enforceable at law or equity arising out of any term, covenant, or condition
herein or the breach hereof.
11.3 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.
12. Prohibitions on Public Contract for Services:
If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. §
8-17.5-101, et seq., regarding Illegal Aliens -Public Contracts for Services, and this Contract.
By execution of this Contract, Contractor certifies that it does not knowingly employ or contract
with an illegal alien who will perform under this Contract and that Contractor will participate in
the E-verify Program or other Department of Labor and Employment program ("Department
Program") in order to confirm the eligibility of all employees who are newly hired for
employment to perform work under this Contract.
(a) Contractor shall not:
(i) Knowingly employ or contract with an illegal alien to perform
work under this contract for services; or
(ii) Enter into a contract with a subcontractor that fails to certify to the
Contractor that the subcontractor shall not knowingly employ or
contract with an illegal alien to perform work under the public
contract for services.
(b) Contractor has confirmed the employment eligibility of all employees who
are newly hired for employment to perform work under this Contract
through participation in the E-verify Program or Department Program, as
administered by the United States Department of Homeland Security.
Information on applying for the E-verify program can be found at:
http://www.dhs.~,ov/xprevprot/pro r~gc 1185221678150.shtm
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(c) The Contractor shall not use either the E-verify program or other
Department Program procedures to undertake pre-employment screening
of job applicants while the public contract for services is being performed.
(d) If the Contractor obtains actual knowledge that a subcontractor performing
work under the public contract for services knowingly employs or
contracts with an illegal alien, the Contractor shall be required to:
(i) Notify the subcontractor and the County within three (3) days that
the Contractor has actual knowledge that the subcontractor is
employing or contracting with an illegal alien; and
(ii) Terminate the subcontract with the subcontractor if within three
(3) days of receiving the notice required pursuant to subparagraph
(i) of paragraph (d) the subcontractor does not stop employing or
contracting with the illegal alien; except that the Contractor shall
not terminate the contract with the subcontractor if during such
three days the subcontractor provides information to establish that
the subcontractor has not knowingly employed or contracted with
an illegal alien.
(e) The Contractor shall comply with any reasonable request by the
Department of Labor and Employment made in the course of an
investigation that the department is undertaking pursuant to its authority
established in C.R.S. § 8-17.5-102(5).
(f) If a Contractor violates these prohibitions, the County may terminate the
contract for a breach of the contract. If the contract is so terminated
specifically for a breach of this provision of this Contract, the Contractor
shall be liable for actual and consequential damages to the County as
required by law.
(g) The County will notify the office of the Colorado Secretary of State if
Contractor violates this provision of this Contract and the County
terminates the Contract for such breach.
13. Sole Source Government Contracts:
If the Contractor has entered into a sole source government contract or contracts with the
State of Colorado or any of its political subdivisions as defined in Article XXVIII of the
Colorado Constitution which including this contract in the aggregate on an annual basis are equal
to or exceed the amount of $100,000, then the following provisions apply:
(a) Because of a presumption of impropriety between contributions to any
campaign and sole source government contracts, Contractor, on behalf of
itself, any person who controls ten percent or more of the shares of or
interest in the Contractor, and the Contractor's officers, directors and
trustees (collectively, the "Contract Holder") shall contractually agree, for
the duration of the contract and for two years thereafter, to cease making,
causing to be made, or inducing by any means, a contribution, directly or
indirectly, on behalf of the Contractor Holder or on behalf of his or her
immediate family member and for the benefit of any political party or for
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the benefit of any candidate for any elected office of the state or any of its
political subdivisions.
(b) The parties further agree that if a Contract Holder makes or causes to be
made any contribution intended to promote or influence the result of an
election on a ballot issue, the Contract Holder shall not be qualified to
enter into a sole source government contract relating to that particular
ballot issue.
(c) The parties agree that if a Contract Holder intentionally violates sections
15 or 17(2) of Article XXVIII of the Colorado Constitution, as contractual
damages that Contract Holder shall be ineligible to hold any sole source
government contract, or public employment with the state or any of its
political subdivisions, for three years.
(d) The Contract Holder agrees to comply with the summary and notice
provisions of Section 16 of Article XXVIII of the Colorado Constitution.
(e) These provisions shall not apply to the extent they have been enjoined or
invalidated by a court of competent jurisdiction.
(f) All terms used in this Section and not otherwise defined in this Agreement
shall have the same meaning as set forth in Article XXVIII of the
Colorado Constitution.
11 SIGNATURE PAGE TO FOLLOW//
8
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
Teak Simonton,
Clerk to the Board
may:... _,:..~..;:.
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•e
Early Childhood Partners, Inc.
~'-~ i-~
By: ~C~-cc'
Jeann cQueeney, E~cutive irector
STATE OF COLORADO
ss
County of ~C~~ )
The foregoing was acknowledged before me this ~ day of ~~/,~0
by Jeanne McQueeney, Executive Director of Early Childhood Partners, Inc.
Witness my hand and official seal.
My commission expires:
COUNTY OF EAGLE, STATE OF COLORADO
ATTEST: By and through its Board of County Commissioners
EXHIBIT A
SCOPE OF SERVICES, PAYMENT & FEE SCHEDULE
A. Description of Services: This Agreement will commence on January 1, 2010 and shall terminate
on December 31, 2010. The Services to be provided by Contractor are as follows:
1. Early Childhood Partners ("Contractor") shall provide services to improve the community's child
identification and screening process to screen for delays in any area of development for children under the
age of five in Eagle County and to provide support to their families and child care providers:
a) Through increasing the number of children screened in the preschool and child care setting by
25%.
b) By implementing the ABCD Project in 80% of the medical community that serves children
ages 0-5.
c) By designing a system to capture data of the efficiency of the child identification and
screening process.
d) To improve coordination of child identification and screening process.
e) Supporting families and child care providers regardless of the child's special education
qualification.
f) To enhance public awareness or of developmental screening by marketing at community
events.
2. Written Reports: Contractor shall provide four extensive and thorough written reports concerning
services provided and participants served under this Agreement. The reports shall be due on the last day
of March, June, September, and December ,Information to be reported includes:
a) Community Outreach and Public Awareness activities.
b) Community Screenings implemented.
c) Activities and collaborations developed in creating an enhanced, responsive, family
friendly community system of early identification and assessment of children with
developmental concerns.
d) Documentation of the screening and assessment system in Eagle County.
e) Number of children screened and assessed.
f) Number of families receiving support services.
g) Number of child care providers receiving support services.
h) Ratings on CDE Child Find Indicator tool (on final report only)
i) Inventory of available screening instruments (on final report)
j) Report of expenditures to date.
3. The contractor shall cooperate with BrightStart in providing information to parents, staff, and the
public on community early childhood programs and how to access these early childhood programs for
services using the Network of Care website located at www.networkofcare.or~;.
4. Contactor shall notify Eagle County HHS immediately of all reports of suspected child abuse of
neglect involving Contractor, including, but not limited to, employees, volunteers, and clients. HHS
contractors are considered mandatory reporters for suspected child abuse and neglect and are to make
those reports directly to HHS Children and Family Services- (970) 328-8840.
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B. Payment and Fee Schedule: The County will compensate Contractor a maximum of $63,762.00
for work provided under this Agreement. Payment will be made on a quarterly, based on work provided
during the prior quarter. The maximum payment allowed each quarter will be $ 15,940.50. Contractor
shall provide quarterly invoices along with the written reports required by paragraph A(2) of this Exhibit
"A." Payment will not be made prior to County's receipt of such reports. Invoices must detail all
services provided during the prior quarter. If County is not satisfied with the completeness of a
submitted invoice or written report, County may request Contractor to either revise the invoice or
provide additional information.
The maximum amount of reimbursement under this agreement is $ 63,762.00
11
EXHIBIT B
PROOF OF INSURANCE
(Certificate of insurance to be inserted as Exhibit C)
12
Erom:Angie Kriedeman Fax10:
R'~ CERTIFICATE OF LIABILITY INSURANCE a~ID Atc DATE(NMlDDlYYYY)
~
EARLY-2 02/12/10
D THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Arrow Insurance Mgt - Frisco HOLDER. THIS CERTIFICATE DOES NQT AMEND, EXTEND OR
P. O. Box 5000 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Frisco CO 80443 ~
Phone: 970-668-3500 Fax:970-668-3342 INSURERS AFFORDING COVERAGE I NAIC#
INSURED INStkiERA: Philadelphia Insurance Co
(NSLIRER e: PinnaCal Assurance
C4532hood Partners
POrBO INSUReRC:
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INSURER E: I
Page 2 at3
Date:2/12Q010 02:31 PM Page:2 of 3
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DESCRIPTION OF OPERATIONS !LOCATIONS !VEHICLES ! EXCLUSION9 ADDED BY ENDORSEMENT !SPECIAL PROVISIONS
CERTIFICATE HOLDER
Eagle County
PO 13ox 660
IEacrle CO 81631
CANCELLATION
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NOTICE TO THE CERTIFICATE HOLDER NAMED
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UPON THE INSURER, RS AGENTS OR
ACORD 25 {2009101)
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