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HomeMy WebLinkAboutC24-077 Early Childhood Partners_early childhood grantAGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND EARLY CHILDHOOD PARTNERS THIS AGREEMENT (“Agreement”) is effective as of _______________ by and between Early Childhood Partners, a Colorado nonprofit corporation (hereinafter “Contractor”), and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, all licensed child care facilities are required by the State of Colorado to have a Child Care Health Consultant (“CCHC”) on staff; and WHEREAS, many child care programs in the County have not been able to contract with a CCHC, leaving them out of compliance with licensing rules and regulations, and risking the health, safety, and well-being of children attending those programs; and WHEREAS, Contractor will provide CCHC services to childcare facilities throughout the County that would not otherwise have affordable access to a medical professional; and WHEREAS, the parties acknowledge and agree that the Services (defined below) promote the health, safety and welfare of the people of Eagle County and are intended to provide services that could otherwise be performed by County directly; and WHEREAS, Contractor has elected to perform the Services on its own and County has, therefore, elected to compensate Contractor to perform the Services for the public to fulfill an important public purpose; and WHEREAS, compensation paid by County to Contractor enables Contractor to perform the Services for the public and County shall have no responsibility for the performance of the Services; and WHEREAS, County desires to enter into this Agreement with Contractor for the performance of the Services to the public 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 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 DocuSign Envelope ID: 2701E7A3-1A42-486E-858B-EB4FB283DCA1 2/6/2024 2 Service Award Agreement 1/16 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 and performance of the Services. 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 December 2024. County makes no representations concerning the possibility of future agreements with Contractor and Contractor should not rely on this Agreement being extended or renewed in the future. 4. Modifications. Any amendments or modifications shall be in writing signed by both parties. 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 $100,000. 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. 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 DocuSign Envelope ID: 2701E7A3-1A42-486E-858B-EB4FB283DCA1 3 Service Award Agreement 1/16 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. Such insurance may include, but not be limited to, workers compensation insurance as required by law; automobile coverage; commercial general liability or professional liability coverage. 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. Contractor’s certificate of insurance evidencing the required coverage(s) is attached hereto as Exhibit B. 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. Documents. Documents and materials prepared by Contractor during the term of this Agreement shall be provided to County upon request and County shall have the right at no additional cost, to copy, use, re-use, publish, display, the documents and materials and prepare derivative works. 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) DocuSign Envelope ID: 2701E7A3-1A42-486E-858B-EB4FB283DCA1 4 Service Award Agreement 1/16 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 Attention: Sam Markovitz 500 Broadway Post Office Box 660 Eagle, CO 81631 Telephone: 970-401-0722 E-Mail: sam.markovitz@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 E-Mail: atty@eaglecounty.us CONTRACTOR: Julia Kozusko PO Box 8545, Avon, CO 81620 Suite 9 Edwards, CO 81632 Telephone: (970) 331-6844 Email: julia@ecpartners.org 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 DocuSign Envelope ID: 2701E7A3-1A42-486E-858B-EB4FB283DCA1 5 Service Award Agreement 1/16 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. 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. k. 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. l. The recitals set forth above are incorporated herein by reference. [REST OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: 2701E7A3-1A42-486E-858B-EB4FB283DCA1 6 Service Award Agreement 1/16 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: EARLY CHILDHOOD PARTNERS By: ________________________________ Print Name: _________________________ Title: ______________________________ DocuSign Envelope ID: 2701E7A3-1A42-486E-858B-EB4FB283DCA1 Executive Director Julia Kozusko 7 Service Award Agreement 1/16 EXHIBIT A SCOPE OF SERVICES Contractor will be responsible for the following: ● Developing a well-rounded and thoughtful job description for the CCHC position. ● Recruit for, employ, and provide support to a full time CCHC position with Contractor’s entity/organization and at a minimum, in addition to salary/compensation, provide health care benefits to this position. ● Provide proper supervision and support for the CCHC position including ensuring they keep up to date with the required training as mandated by the State of Colorado. ● Contractor’s organization will collaborate with Eagle County Government and other entities that support CCHC’s competencies, specifically engaging and collaborating with Eagle County Public Health and Environment (“PHE”). ○ County PHE supports duties and responsibilities that CCHC’s are tasked with across the County. The expectation is that the organization and this CCHC position engage in discussion and collaboration initially and ongoing in regards to the competencies being covered by PHE. SCHEDULE Contractor’s position will begin in January 2024. This Agreement is for one year of funding for Contractor’s employment of a CCHC. The funding set forth herein is for the specific contract period and the County makes no representations nor should the Contractor rely on any contract award as a representation of any future funding for the CCHC position. COMPENSATION Compensation will be provided as follows: ● 70% of funds will be paid to Contractor upon signing of this Agreement ● Remaining 30% of funds will be paid to Contractor upon a satisfactory mid-year check by PHE. Contractor agrees to use Compensation paid under this Agreement solely to fund the CCHC position, such funding to include payment of salary and any benefits offered by the Contractor to the CCHC. If Contractor cannot hire or employ a CCHC by March 31st, 2024, Contractor will be required to report to PHE either a revised recruitment plan or return all funds paid to it by Eagle County pursuant to this Agreement. Any funds not used during the Term of this Agreement must be returned to the County. In the event the CCHC position is terminated during the Term of this Agreement for any reason, any remaining unexpended funds must be returned to the County. CONTRACTOR SHALL BE REQUIRED TO SUBMIT THE FOLLOWING REPORTS TO COUNTY Contractor will submit a report at the end of the contract year discussing how the County funds were expended, how the Scope of Work was met, and how the CCHC services support the creation and maintenance of a healthy and economically vital and socially diverse community. The report will be due no later than thirty days prior to the expiration of the Term of this Agreement. DocuSign Envelope ID: 2701E7A3-1A42-486E-858B-EB4FB283DCA1 8 Service Award Agreement 1/16 EXHIBIT B Insurance Certificate DocuSign Envelope ID: 2701E7A3-1A42-486E-858B-EB4FB283DCA1 DocuSign Envelope ID: 2701E7A3-1A42-486E-858B-EB4FB283DCA1