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HomeMy WebLinkAboutC21-168 Mountain Valley Developmental ServicesAGREEMENT FOR SERVICES
BETWEEN EAGLE COUNTY, COLORADO
AND
MOUNTAIN VALLEY DEVELOPMENTAL SERVICES, INC.
THIS AGREEMENT (“Agreement”) is effective as of the____________________ by and between Mountain Valley
Developmental Services, Inc., a Colorado Non-Profit Corporation (hereinafter “Contractor”) and Eagle County,
Colorado, a body corporate and politic (hereinafter “County”).
RECITALS
WHEREAS, the County, through its Department of Human Services (“DHS”) works to promote the health, safety
and welfare of County residents of all ages; and
WHEREAS, the County uses outside providers and professionals to enhance the ability of County to promote such
health, safety and welfare; and
WHEREAS, The Contractor will administer coaching funds and will contract with various organizations to provide
coaching services using credentialed early childhood coaches as further detailed in Exhibit A; 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 as defined below in paragraph 1 hereof; 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 initiate furnishing the Services no later than the effective date and in
accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then
Contractor agrees to furnish the Services 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 Department of Human Services’ designee shall be Contractor’s contact with
respect to this Agreement and performance of the Services.
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Eagle County HHS General Services Final 5/14
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 the 31st day of January, 2022.
4. Extension or Modification. This Agreement may be extended for up to three additional one year terms
upon written agreement of the parties. Any amendments or modifications shall be in writing signed by both parties.
No additional services or work performed by Contractor shall be the basis for additional compensation unless and
until Contractor has obtained written authorization and acknowledgement by County for such additional services in
accordance with County’s internal policies. Accordingly, no course of conduct or dealings between the parties, nor
verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that
County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust
enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written
authorization and acknowledgment by County for such additional services is not timely executed and issued in strict
accordance with this Agreement, Contractor’s rights with respect to such additional services shall be deemed waived
and such failure shall result in non-payment for such additional services or work performed.
5. Compensation. County shall compensate Contractor for the performance of the Services in a sum
computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not
exceed $187,000. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside
of normal business hours unless specifically authorized in writing by County.
All invoices must be emailed to sam.markovitz@eaglecounty.us.
b. 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, 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.
c. 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.
d. 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.
e. 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. Contractor acknowledges that County has entered into this Agreement in reliance upon the
particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for
the performance of any of the Services or additional services without County’s prior written consent, which may be
withheld in County’s sole discretion. County shall have the right in its reasonable discretion to approve all
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Eagle County HHS General Services Final 5/14
personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom
County has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each
subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be
bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and
responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not
the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and
Contractor shall cooperate in such process. 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, the following
insurance coverage with limits of liability not less than those stated below:
a. Types of Insurance.
i. Workers’ Compensation insurance as required by law.
ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined
bodily injury and property damage liability insurance, including coverage for owned, hired, and non-owned
vehicles.
iii. Commercial General Liability coverage to include premises and operations,
personal/advertising injury, products/completed operations, broad form property damage with limits of liability not
less than $1,000,000 per occurrence and $1,000,000 aggregate limits.This policy shall be endorsed to include
coverage for physical/sexual abuse and molestation.
b. Other Requirements.
i. The automobile and commercial general liability coverage and as set forth above shall be
endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials,
employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing
requirements is attached hereto as Exhibit B.
ii. Contractor’s certificates of insurance shall include subcontractors, if any as additional
insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each
subcontractor.
iii. The insurance provisions of this Agreement shall survive expiration or
termination hereof.
iv. 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.
v. Contractor is not entitled to workers’ compensation benefits except as
provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage
is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax
on any moneys paid pursuant to this Agreement.
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8. Indemnification. 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; including claims for
bodily injury or personal injury including death or loss or damage to tangible or intangible property; 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.
9. Ownership of Documents. All documents (including electronic files) and materials obtained during,
purchased or prepared in the performance of the Services shall remain the property of the County and are to be
delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement.
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 sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing
the date, time and receiving facsimile number for the transmission, or (v) 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
With a copy to:
Eagle County Attorney
500 Broadway
Post Office Box 850
Eagle, Co 81631
Telephone: 970-328-8685
Facsimile: 970-328-8699
E-Mail: atty@eaglecounty.us
CONTRACTOR:
Mountain Valley Developmental Services
Attn: Stacy Petty, Director of the Rocky Mountain Early Childhood Council
700 Mt. Sopris Drive
Glenwood Springs, CO 81601
Telephone: 719-486-7273
Email: rmecc@mtnvalley.org
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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. Upon termination of this Agreement, Contractor shall immediately provide County with all documents
as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials
and documents. County shall pay Contractor 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 has familiarized itself with the nature and extent of the Services to be provided
hereunder and the Property, and with all local conditions, federal, state and local laws, ordinances, rules and
regulations that in any manner affect cost, progress, or performance of the Services.
b. Contractor will make, or cause to be made, examinations, investigations, and tests as he deems
necessary for the performance of the Services.
c. To the extent possible, Contractor has correlated the results of such observations, examinations,
investigations, tests, reports, and data with the terms and conditions of this Agreement.
d. To the extent possible, Contractor has given County written notice of all conflicts, errors, or
discrepancies.
e. 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. The fact that the
County has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. 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. Contractor represents and warrants
that it has the expertise and personnel necessary to properly perform the Services and 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. In the event County finds these standards of
customer service are not being met by Contractor, County may terminate this Agreement, in whole or in part, upon
seven (7) days’ notice to Contractor. This paragraph shall survive termination of this Agreement.
f. 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.
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g. This Agreement constitutes an agreement for performance of the Services by Contractor as an
independent contractor and not as an employee of County. 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.
h. Contractor represents and warrants that at all times in the performance of the Services, Contractor
shall comply with any and all applicable laws, codes, rules and regulations.
i. 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.
j. 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.
k. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations
hereunder are reserved solely for the parties, and not to any third party.
l. 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.
m. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision hereof.
n. The signatories to this Agreement aver to their knowledge no employee of the County has any
personal or beneficial interest whatsoever in the Services or Property 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.
o. 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.
p. Contractor shall comply with the Civil Rights Act of 196 and Section 504, Rehabilitation Act of
1973, concerning discrimination on the basis of race, color, sex, age, religion, political beliefs, national origin or
handicap.
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.
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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:
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.
[Rest of page intentionally left blank]
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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above.
COUNTY OF EAGLE, STATE OF COLORADO,
By and Through Its BOARD OF COUNTY
COMMISSIONERS
By: ______________________________
Matt Scherr, Chair
Attest:
By: _________________________________
Regina O’Brien, Clerk to the Board
CONTRACTOR:
By:________________________________
Print Name: _________________________
Title: ______________________________
DocuSign Envelope ID: F53A0FB8-630F-4E87-AB5F-07DC5CB50C37
Director
Stacy Petty
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Eagle County HHS General Services Final 5/14
EXHIBIT A
SCOPE OF SERVICES, SCHEDULE, FEES
1. Funding. Contractor is the fiscal agent for Rocky Mountain Early Childhood Council
(“RMECC”). Funding will be disbursed by Eagle Department of Human Services (“DHS”) to
the Contractor as follows:
a. Total award amount not to exceed $187,000, which includes a 10% administration
fee.
b. Eagle County will pay 50% of the total amount ($85,000 for coaching and $8,500
administration fee) to Contractor upon full execution of agreement.
c. Subsequent payments to be paid to Contractor at such time that RMECC provides
documentation and reporting that majority of initial funds have been expended.
Review of funding status and reporting will happen by August 2021 if not sooner.
d. RMECC may advance a portion of the funds to agencies for ease of administering
services as needed.
e. If full contract value is not utilized during the contract period, Eagle County and
RMECC will work to carry funds forward to the 2022 calendar year through an
amendment process.
2. Project Description. DHS and the RMECC will collaborate throughout the project term.
The RMECC will administer coaching funds and will contract with Early Childhood Partners
and Early Childhood Network to provide coaching services using credentialed early
childhood coaches. As goals and needs are identified, programs will be matched with the
coaching agency that fits the needs, training and qualifications to help the program meet
their goals.
Administration of
Funds
Funding will be administered by the Contractor in
cooperation with RMECC who will be responsible for data
collection, invoicing and reporting.
Funding Awards Initial funding maximums for coaching to be provided to
licensed centers and homes are pre-calculated using a per
classroom formula.
Credentials All coaches will have a coaching credential and all
necessary trainings to provide coaching services
Reporting The RMECC will provide mid-year (August) year-end
reporting (January 2022) of all expenditures including
programs served, coaching hours and services provided, a
summary of program ratings and any changes in rating
during the project term. Final reporting will be provided to
Eagle DHS no later than January 31, 2022
Process information ● Once DHS approves the child care program’s 2021
Early Childhood Grant application, the RMECC will
work with the child care program and coaching
agency(ies) to pair up coaching opportunities.
● The RMECC will let the coaching agency(ies) know
of the maximum award available for that particular
child care program.
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● The paired up coach will meet with the child care
program and work to identify goals for the child care
program and a plan to achieve the identified goals.
● If the full amount of funding is not needed for a given
child care program, the coaching agency will let the
Director of the RMECC know of this situation.
Those funds will then be allocated to other child care
programs based on additional needs of such
programs.
● Once the paired up coach and child care program
identify goals, the program, with coach or RMECC
support, will input goals into its Colorado Shines
Quality Improvement Plan.
Hardship Requests ● If a hardship is identified, which may include
conflicts between child care programs and assigned
coaches or coaching agencies, unmet coaching and
development needs, or other concerns related to
coaching, the child care program shall request a
meeting with representatives from DHS and RMECC
(Sam and Stacy) to discuss the issue and plan steps
forward.
3. Fiscal Management. Fiscal Management and oversight will be provided by the RMECC in
collaboration with Contractorto ensure compliance with all grant award requirements. When
there is a financial agreement of Fee for Services by DHS or RMECC or its subcontractors,
detailed invoices and corresponding documentation must be submitted for payment.
4. Financial Safeguards. DHS holds no responsibility for costs that exceed the budget of this
project. The RMECC Director, with the oversight of the Steering Committee, will manage
the project budget to ensure that no expenditures exceed revenues.
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Eagle County HHS General Services Final 5/14
EXHIBIT B
INSURANCE CERTIFICATE
DocuSign Envelope ID: F53A0FB8-630F-4E87-AB5F-07DC5CB50C37
5/14/2021
CenterPoint Insurance Group
8400 E Prentice Ave Suite 735
Greenwood Village CO 80111
Val Jennings
(303)333-0375 (303)333-1391
val.jennings@cptins.com
Mountain Valley Developmental Services, Inc.
P.O. Box 338
700 Mt. Sopris Dr.
Glenwood Springs CO 81602-0000
Philadelphia Insurance Companies 006
Pinnacol Assurance Company 20
2020-2021 Master
A
X
X
X Prof Liab $1MM/$3MM
X Sex Abuse $1MM/$3MM
X
PHPK2183261 10/1/2020 10/1/2021
1,000,000
100,000
5,000
1,000,000
3,000,000
3,000,000
A X
X X
PHPK2183261 10/1/2020 10/1/2021
1,000,000
A
X X
X 10,000 PHUB739000 10/1/2020 10/1/2021
4,000,000
4,000,000
B 2066052 7/1/2020 7/1/2021
X
1,000,000
1,000,000
1,000,000
A Cyber/Privacy Liability PHSD1552764 7/1/2020 7/1/2021 Limit $1MM/$2MM
A Commercial Crime PHPK2183261 10/1/2020 10/1/2021 Limit $1,000,000
Eagle County
500 Broadway
Eagle, CO 81631
Michael Simms/VAL
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INSURER D :
INSURER E :
INSURER F :
INSURER(S)AFFORDING COVERAGE
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
INS025 (201401)
Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers
are additional insured under the commercial general liability and automobile liability policies of insurance.
DocuSign Envelope ID: F53A0FB8-630F-4E87-AB5F-07DC5CB50C37