HomeMy WebLinkAboutC10-080 City of Aspen AgreementAGREEMENT BETWEEN EAGLE COUNTY
AND
CITY OF ASPEN
(Kids First Coaching and Consultation)
This Agreement ("Agreement") dated as of this ~ ~~ 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 the City of Aspen, with a mailing address of
215 North Garmish, Suite 1, Aspen, CO 81611("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, County provides various services to Eagle County residents in order to
promote health, safety and welfare; and
WHEREAS, to enhance the ability of the County to provide these services, County is in
need of an organization to provide the services outlined in Section 1.1 hereunder; and
WHEREAS, County wishes to hire Contractor to perform the tasks associated with such
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 providing coaching and consultation to licensed child care
providers in Eagle County specifically in the El-Jebel and Basalt area.
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.
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 shall 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 taxes4. 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 dine 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.
AGREEMENT BETWEEN EAGLE COUNTY
AND
CITY OF ASPEN
(Kids First Coaching and Consultation)
This Agreement (`'Agreement") dated as of this ~-~~,~ 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 the City of Aspen, with a mailing address of
21 ~ North Garmish, Suite 1, Aspen, CO 81611("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, County provides various services to Eagle County residents in order to
promote health, safety and welfare; and
WHEREAS, to enhance the ability of the County to provide these services, County is in
need of an organization to provide the services outlined in Section 1.1 hereunder; and
WHEREAS, County wishes to hire Contractor to perform the tasks associated with such
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 providing coaching and consultation to licensed child care
providers in Eagle County specifically in the El-Jebel and Basalt area.
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.
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 shall 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 taxes4. 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 by the fifth business day of
each month. 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 31st 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: CONTRACTOR:
Eagle County Health & Human Services
Jennie Wahrer City of Aspen
P.O. Box 660 21 ~ Garmish, Suite 1
Eagle, CO 81631 Aspen, CO 81611
970-328-2609 970-920-5370
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:
10.1 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 termination 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://~~~~~-w.dhs.aov/~prevprot/pro rains/~c 118~2216781~O.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.x-1020).
(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
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 //
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
COUNTY OF EAGLE, STATE OF COLORADO
By and through its County Manager
By:
K ' .Montag, County Manager
City of Aspen
By: , -~~~ ~~- ~-~~/~
Name: S ~ei ~c -, l~ /Sa,- H. ,~
-~
Title: ~ ~~ ~~
$~adbalor60w~ thl;~A~
...
EXHIBIT A
SCOPE OF SERVICES, PAYMENT & FEE SCHEDULE
Description of Services: The work for this Agreement will begin on January 1, 2010 and shall terminate
on December 31, 2010.
1. City of Aspen's Kids First (``Contractor") shall provide services to improve the quality of early
care and learning programs for children under the age of nine and their families in El Jebel and Basalt
areas of Eagle County, by specifically providing the following services:
a) Outreach and engagement of licensed child care programs and providers in the El Jebel and
Basalt areas of Eagle County to participate in Contractor's Coaching and Consultation
program.
b) Recommendation of criteria for selection of early childhood classrooms and licensed
programs to participate in Coaching and Consultation.
c) Completion of a participation agreement with participating licensed child care programs
which clarifies mutual responsibilities.
d) Reporting regarding quality improvement outcomes or participating licensed child care
programs.
e) Recommendations to BrightStart for all quality improvement grants for participating licensed
child care programs.
The selection of participating programs/classrooms for this agreement will be mutually agreed upon by
BrightStart and Early Childhood Partners.
Additional Provisions:
1. Contractor will employ evidence based practices and utilize evaluators and coaches who are
qualified to provide early childhood coaching and consultation services.
2. Individualized pro ram plans for early childhood coaching and consultation will be developed by
Contractor in conjunction with licensed child care programs.
Service strategies for early childhood coaching and consultation may include:
a) Completion of environmental rating scale or assessment instrument.
b) Teacher training and coaching in parent involvement methods.
c) Child social-emotional group modeling for teachers.
d) Teacher training and coaching to improve learning environments and early childhood
education methods.
e) Program administration consultation.
f) Coaching of early childhood programs in referral of children and families to community
resources.
4. Written Reports: City of Aspen's Kids First shall provide BrightStart with a service plan for each
participating classrooms/programs. This plan shall include the identified areas for coaching and
mentoring, including specific objectives for improvement. Contractor shall provide a mid year
report due May 15, 2010 and a final report due November 15, 2010. This report shall include:
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a) The number of children, classrooms, and teachers participating in services by program.
b) Rating scores for all of the programs receiving services.
c) Service plan to increase environmental rating score.
d) Description of efforts provided by City of Aspen's Kids First for each program.
e) Changes in childhood and family indicators as a result of services implemented.
f) Changes in programs and staff indicators as a result of services implemented.
g) Documentation showing that classroom Environmental Ratings or Qualistar scores
increased by 25%.
h) Other information as requested by the BrightStart Coordinator.
5. Contractor shall acknowledge in all public information materials that Contractor is a BrightStart
partner and a BrightStart community program.
6. 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 «~~~.networkofcare.orQ.
7. 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.
Payment and Fee Schedule: County will compensate Contractor for performance of assigned
services at the rate of $6~ per hour. Invoices will be submitted at least quarterly, along with written
reports, when required, and detail the services provided during the period. Payment will not be made
until detailed invoices are received and approved by County.
Reimbursement will only be made for !tours spent providing coaching and consultation services. The
county will not reimburse for indirect service hours such as:
a. Preparation and documentation time.
b. Participation in child protection team meetings of clinical staffing.
c. Travel time.
d. Professional development and supervisor/coordination time.
The maximum amount of reimbursement under this agreement is $12,750.00.
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EXHIBIT B
PROOF OF INSURANCE
(Certificate of insurance to be inserted as Exhibit e)
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