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HomeMy WebLinkAboutC20-124 Childrens Garden of LearningAGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND CHILDREN’S GARDEN OF LEARNING, INCORPORATED THIS AGREEMENT (“Agreement”) is effective as of _________________, by and between Children’s Garden of Learning, Incorporated a Nonprofit Corporation (hereinafter “Contractor”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, the County has identified a significant community need for infant and toddler child care in Eagle County; and WHEREAS, the Contractor provides infant and toddler child care and will continue to provide such child care to serve the residents of Eagle County; and WHEREAS, the parties acknowledge and agree that the Services detailed in Exhibit A promote the health, safety and welfare of the people of Eagle County; and WHEREAS, Contractor has elected to perform the Services to serve residents in Eagle County and County has, therefore, elected to compensate Contractor in a manner that assists with the provision of the Services for the public to fulfill an important public purpose; and WHEREAS, compensation paid by County to Contractor enables Contractor to continue to perform the Services for the public; and WHEREAS, County desires to enter into this Agreement with Contractor which will directly support and sustain a healthy, environmentally and economically vital and socially diverse community; 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; and WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: 1.Services or Work. Contractor agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the services or work described in Exhibit A (“Services” or “Work”) which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a.Contractor agrees to furnish the Services and reports or other information required by County in accordance with the schedule established in Exhibit A. If no schedule is specified in Exhibit A, then Contractor agrees to furnish the Services to the public in a timely and expeditious manner consistent with the applicable DocuSign Envelope ID: 09AD69A4-223A-41A1-9AF3-36BA528D33C2 4/2/2020 C20-124 2 Service Award Agreement 5/17 standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. 2. County’s Representative. The Human Services Department’s designee shall be Contractor’s contact with respect to this Agreement. 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to, the provisions of paragraph 11 hereof, shall continue in full force and effect through May 31, 2020. County makes no representations concerning the possibility of future agreements with Contractor and Contractor should not rely on this Agreement or any compensation or reimbursement hereunder being extended or renewed in the future. 4. Modifications. Any amendments or modifications shall be in writing signed by both parties. 5. Compensation. Contractor will complete the Application Form and all requirements thereof, as applicable, and provide it to County. In performing the Services, the County will compensate Contractor in an amount not to exceed $15,400.00 and as set forth in Exhibit A. a. 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 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 Services for which payment was made were not performed as set forth in this Agreement or purposes for which payment was made were misrepresented, 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. b. No additional services or work performed by Contractor shall be the basis for additional compensation. c. 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. d. 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 of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with 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). 6. Subcontractors. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors. DocuSign Envelope ID: 09AD69A4-223A-41A1-9AF3-36BA528D33C2 3 Service Award Agreement 5/17 7. Insurance. Contractor agrees to provide and maintain at Contractor’s sole cost and expense insurance appropriate for the type of Services it provides to the public. 8. Indemnification, Governmental Immunity and No Third Party Beneficiaries. a. The Contractor shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor or any of its subcontractors hereunder; and Contractor shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. b. 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 Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. c. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties and not to any third party. This Agreement does not and shall not be deemed or construed to confer upon or grant to any third party any right to claim damages or to bring any suit, action or other proceeding in connection with the Agreement. The parties acknowledge that the Services could otherwise be performed by the County but County has instead determined to provide financial support through compensation as set forth in paragraph 5. Such compensation by County enables Contractor to perform the Services for the public and County shall have no responsibility therefor. Because Contractor is delivering the Services to the public and not Eagle County, the public shall have no rights under this Agreement and may not make any claim against County in connection with this Agreement. 9. Intentionally Omitted. 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. COUNTY: Eagle County Colorado Department of Human Services 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8841 E-Mail: DHSCommunications@eaglecounty.us DocuSign Envelope ID: 09AD69A4-223A-41A1-9AF3-36BA528D33C2 4 Service Award Agreement 5/17 CONTRACTOR: Name: Margaret Swonger Physical Address: 129 N. Frontage Rd. W, Vail, CO 81657 Telephone: 9703065460 E-Mail: mswonger@childrensgarden-vail.com 11. Termination. County may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days’ prior written notice to the Contractor. County shall pay Contractor only for Services satisfactorily performed to the date of termination. 12. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 13. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. 14. Other Contract Requirements and Contractor Representations. a. Contractor shall be responsible for the completeness and accuracy of the Services and shall correct, at its sole expense, all significant errors and omissions in performance of the Services. Contractor shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to contractors performing similar services. Contactor shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of this Agreement. b. Contractor agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. c. Nothing contained in this Agreement shall be deemed to create a relationship of employer- employee, master-servant, partnership, joint venture or any other relationship between County and Contractor except that of independent contractor. Contractor shall have no authority to bind County. d. Contractor shall comply with any and all applicable laws, codes, rules and regulations and that is personnel are duly licensed, if required, to perform the Services in Colorado. e. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. DocuSign Envelope ID: 09AD69A4-223A-41A1-9AF3-36BA528D33C2 5 Service Award Agreement 5/17 f. Contractor shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. g. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. h. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. i. The signatories to this Agreement aver to their knowledge no employee of the County has any personal or beneficial interest whatsoever in the Services described in this Agreement. The Contractor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. j. The Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Agreement. k. Contractor acknowledges that it is prohibited from using Eagle County funds to provide certain public benefits to undocumented individuals pursuant to C.R.S. 24.76.5-101 et. seq. l. Contractor shall comply at all times and in all respects with all applicable federal, state and local laws, resolutions and codes; and specifically, with the requirements of the Civil Rights Act of 1964 and Section 504 of the Rehabilitation Act concerning discrimination on the basis of race, color, gender, sex, sexual orientation, age, religion, national origin or disability. m. Contractor shall maintain, for a minimum of three (3) years, adequate financial and programmatic records for reporting to County on the performance of its responsibilities hereunder. Contractor shall be subject to financial audit by 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 evaluation its performance under this Agreement. Contractor shall cooperate fully with County. n. The recitals set forth above are incorporated herein by reference. 15. Prohibitions on Government Contracts. As used in this Section 15, the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, Contractor certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement 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 Services under this Agreement. a. Contractor shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or DocuSign Envelope ID: 09AD69A4-223A-41A1-9AF3-36BA528D33C2 6 Service Award Agreement 5/17 ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an undocumented individual 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 Services under this Agreement 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: https://www.uscis.gov/e-verify c. 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 Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Contractor shall be required to: i. Notify the subcontractor and County within three (3) days that Contractor has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and ii. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or contracting with the undocumented individual; except that Contractor shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. e. 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 Contractor violates these prohibitions, County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and County terminates the Agreement for such breach. DocuSign Envelope ID: 09AD69A4-223A-41A1-9AF3-36BA528D33C2 7 Service Award Agreement 5/17 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. EAGLE COUNTY, COLORADO By and through its County Manager By: ________________________________ Jeff Shroll, County Manager CONTRACTOR: By:________________________________ Print Name: _________________________ Title: ______________________________ DocuSign Envelope ID: 09AD69A4-223A-41A1-9AF3-36BA528D33C2 Margaret Swonger Director 8 Service Award Agreement 5/17 EXHIBIT A SCOPE, SCHEDULE AND COMPENSATION 1. SCOPE OF SERVICES The purpose of this funding is to subsidize infant and toddler capacity. An infant/toddler is defined as a child age 6 weeks to 36 months, cared for in a licensed infant or toddler room. Contractor currently provides infant and toddler child care to the residents of Eagle County and intends to continue such service for the Eagle County community. Funding is tiered based on the program’s Colorado Shines level. A minimum of a level 2 is required to receive this subsidy. Contractor has an active fiscal agreement with the Colorado Child Care Assistance Program (CCAP). 2. COMPENSATION Contractor will be reimbursed as set forth in the Agreement in an amount not to exceed $15,400.00. Funds will be allocated in a one-time payment to participating programs based on licensed and utilized infant/toddler space based on the following table: Quality Rating Per utilized Infant/Toddler Slot Level 5 (20% above base) $1,200 120% Level 4 (10% above base) $1,100 110% Level 3 (base calculation) $1,000 100% Level 2 (minimum required) $800 80% 3. CONTRACTOR SHALL BE REQUIRED TO SUBMIT THE FOLLOWING REPORTS TO COUNTY: To be eligible to receive these funds, organizations must first complete the initial application, which includes a survey. In the event the County requires additionally requested documentation, the Contractor shall respond in a timeframe dictated by the County. DocuSign Envelope ID: 09AD69A4-223A-41A1-9AF3-36BA528D33C2