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HomeMy WebLinkAboutC20-305 Family Learning CenterAGREEMENT BETWEEN EAGLE COUNTY, COLORADO
AND
THE FOUNDATION OF TRUSTEES FOR THE FAMILY LEARNING CENTER
This Agreement (“Agreement”) dated as of this ____________________, is between the County of Eagle,
State of Colorado, a body corporate and politic, by and through its Board of County Commissioners with a
mailing address of 500 Broadway, Post Office Box 660, Eagle, CO 81631 (“County”), and The Foundation
of Trustees for the Family Learning Center, a Colorado nonprofit corporation, with a mailing address of
31626 Highway Six, Edwards, CO 81632 (“Contractor”).
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
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“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 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 December
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. The Contractor must also comply with the terms contained in Exhibit B.
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 $24,000.00 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.
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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.
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.
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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
CONTRACTOR:
THE FOUNDATION OF TRUSTEES
FOR THE FAMILY LEARNING CENTER
Attention: Whitney Young
31626 Highway 6
Edwards, CO 91632
Telephone: 970-926-7070
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
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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.
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
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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
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:
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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.
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
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CONTRACTOR:
By:________________________________
Print Name: _________________________
Title: ______________________________
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Whitney Young
Executive Director
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EXHIBIT A
SCOPE, SCHEDULE AND COMPENSATION
1. SCOPE OF SERVICES
The purpose of this funding is to subsidize preschool classrooms.
Contractor currently provides preschool classrooms and child care to the residents of Eagle
County and intends to continue such service for the Eagle County community.
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 $24,000.00.
Funds will be allocated in a one-time payment to participating programs based on licensed and
utilized preschool classroom space based on the Contractor providing four preschool classrooms.
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.
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EXHIBIT B
FEMA ADDENDUM
OFFICE OF MANAGEMENT AND BUDGET
POST FEDERAL AWARD REQUIREMENTS FOR PROCUREMENT CONTRACTS
This is an addendum to the AGREEMENT BETWEEN EAGLE COUNTY, COLORADO
AND EAGLE VALLEY CHILD CARE ASSOCIATION (the “Contract”) between Eagle Valley Child
Care Association (“Contractor”), and Eagle County, (the “County”).
This Contract is subject to the provisions of 2 C.F.R. § 200 et seq., Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards, as well as additional
requirements promulgated by the Federal Emergency Management Agency (FEMA). Notwithstanding
anything contained in the Contract or this Addendum, Contractor agrees to comply with all applicable
provisions of 2 C.F.R. § 200 et seq., as amended. This Addendum is hereby expressly incorporated into
the Contract between the County and the Contractor. Regardless of any conflict of provisions language
contained in the Contract, to the extent that the terms of the Contract and this Addendum conflict, the
terms of this Addendum will control.
The applicability of the following contract provisions are described in brackets, below. As
applicable, the following provisions are hereby added and incorporated into the above-referenced
Contract:
Audit Rights
Eagle County and the Comptroller General of the United States, or any of their duly authorized
representatives, must have access to any books, documents, papers and records of the contractor which
are directly pertinent to a specific program for the purpose of making audits, examinations, excerpts and
transcriptions.
Contracting with small and minority businesses, women’s business enterprises, and labor surplus
area firms (2 C.F.R. § 200.321).
If subcontracts are to be let, Contractor must take all necessary affirmative steps to assure that minority
businesses, women’s business enterprises, and labor surplus area firms are used when possible. As set
forth in 2 C.F.R. § 200.321(b)(1)-(5), such affirmative steps must include:
1. Placing qualified small and minority businesses and women's business enterprises on solicitation
lists;
2. Assuring that small and minority businesses, and women's business enterprises are solicited
whenever they are potential sources;
3. Dividing total requirements, when economically feasible, into smaller tasks or quantities to
permit maximum participation by small and minority businesses, and women's business
enterprises;
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4. Establishing delivery schedules, where the requirement permits, which encourage participation by
small and minority businesses, and women's business enterprises; and
5. Using the services and assistance, as appropriate, of such organizations as the Small Business
Administration and the Minority Business Development Agency of the Department of
Commerce.
Appendix II: Contract Provisions for non-Federal Entity Contracts Under Federal Awards
(A)
Breach. Any breach of the Contract by Contractor shall be governed by the Termination and Related
Remedies provision of the Contract. Additionally, in the event that the County incurs damages as a result
of Contractor’s breach, the County may pursue recovery of such damages from Contractor. The County
further retains the right to seek specific performance of the Contract at any time as authorized by law. The
County further retains the right to otherwise pursue any remedies available to the County as a result of the
Contractor’s breach, including but not limited to administrative, contractual, or legal remedies, as well as
any applicable sanctions and penalties. Termination for cause and convenience are governed by the
Termination and Related Remedies provision of the Contract.
(B)
Termination. Termination for cause and convenience are governed by the Termination and Related
Remedies provision of the Contract.
(C)
Equal Employment Opportunity. Contractor agrees to comply with the Equal Opportunity Clause
provided under 41 CFR 60-1.4(a) (Government Contracts) and 41 CFR 60-1.4(b) (Federal Assisted
Construction Contracts), in accordance with Executive Order 11246, “Equal Employment Opportunity”
(30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375,
“Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing
regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment
Opportunity, Department of Labor.” Contractor further agrees to include this provision, including the
Equal Opportunity Clause or a reference thereto, in any subcontracts it enters into pursuant to the
Contract.
(D) intentionally deleted
(E) intentionally deleted
(F) intentionally deleted
(G) intentionally deleted
(H) intentionally deleted
(I) intentionally deleted
(J)
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Procurement of recovered materials (2 CFR §200.322). All parties agree to comply with section 6002
of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The
requirements of Section 6002 include procuring only items designated in guidelines of the Environmental
Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials
practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of
the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded
$10,000; procuring solid waste management services in a manner that maximizes energy and resource
recovery; and establishing an affirmative procurement program for procurement of recovered materials
identified in the EPA guidelines.
ADDITIONAL FEMA REQUIREMENTS
i. Changes: To be effective, any change to the Contract, including the alteration of any method,
price, or schedule of work must be authorized pursuant to a written amendment executed by the parties.
ii. Access to Records: Contractor and its successors, transferees, assignees, and subcontractors
acknowledge and agree to comply with applicable provisions governing Department and FEMA access to
records, accounts, information, facilities, and staff.
iii. DHS Deal, Logo, and Flags: Contractor shall not use the Department of Homeland Security
(DHS) seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without
specific FEMA pre-approval.
iv. Compliance with Federal Law, Regulations, and Executive Orders: FEMA financial
assistance will be used to fund the Contract. Contractor shall comply with all applicable Federal law,
regulations, executive orders, and FEMA policies, procedures, and directives.
v. No Obligation by Federal Government: The United States Federal Government is not a party to
the Contract and is not subject to any obligations or liabilities to County, Contractor, or any other party
pertaining to any matter resulting from the contract.
vi. Program Fraud and False or Fraudulent Statements or Related Acts: Contractor
acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False Claims and Statements)
applies to Contractor’s actions pertaining to the Contract.
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