HomeMy WebLinkAboutC24-082 The Vail Corporation - Prater Lane Play School_early childhood grantAGREEMENT BETWEEN
EAGLE COUNTY, COLORADO
AND
THE VAIL CORPORATION
(Prater Lane Play School)
THIS AGREEMENT (“Agreement”) is effective as of the _________________, by and between The Vail
Corporation, a Colorado Corporation, as operator of Prater Lane Play School (hereinafter “Contractor”) and Eagle
County, Colorado, a body corporate and politic (hereinafter “County”).
RECITALS
WHEREAS, the County has identified a significant community need for licensed child care in Eagle County; and
WHEREAS, the Contractor provides licensed 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 standard of care.
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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, 2024. 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 $50,400 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.
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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 here to 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. 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
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Telephone: 970-328-8841
E-Mail: sam.markovitz@eaglecounty.us
CONTRACTOR:
Name: Lisa Chaple
The Vail Corporation
Prater Lane Play School
PO Box 7
Vail, CO 81658
Physical Address: 137 Benchmark Rd, Avon, CO 81620
Telephone: 9707542670
E-Mail: lisac@vailresorts.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.
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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 acknowledges that it is prohibited from using Eagle County funds to provide certain
public benefits to undocumented individuals consistent with C.R.S. 24.76.5-101 et. seq.
k. 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.
l. 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.
m. The recitals set forth above are incorporated herein by reference.
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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: ______________________________
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VP & COO Beaver Creek Resort
Bobby Murphy
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EXHIBIT A
SCOPE, SCHEDULE AND COMPENSATION
1. SCOPE OF SERVICES
The purpose of this funding is to subsidize infant and toddler capacity and support Eagle County’s licensed
child care providers and the early childhood workforce. This could include (based on qualifications but is
not guaranteed) infant and toddler expansion projects, lower child to teacher ratio subsidies, health care
consultant services, childcare facility costs, and/or health and safety improvements.
In order for a program to be eligible* for Eagle County funding, programs must:
● Be a licensed Family Child Care home or Child Care Center
● Be based in Eagle County
● Must serve infants, toddlers, and/or preschoolers
● Are eligible to go through a Colorado Shines rating
● Have an active CCCAP fiscal agreement with Eagle County
*School aged programs and camps are not eligible
*If a program is on probation, the provider will work with DHS on additional requirements it will need to
fulfill in order to receive funding
2. COMPENSATION
Contractor (provider), Colorado Shines Level 4, will be reimbursed as set forth in the Agreement in an
amount not to exceed $50,400 (breakdown of this total is outlined below)
● Contractor is licensed to provide care for 42 infants/toddlers and has qualified for the infant and
toddler subsidy (grant calculation below)
Colorado Shines Level Amount per Infant/Toddler Licensed Space
Level 2 $900.00
Level 3 $1100.00
Level 4 $1200.00
Level 5 $1300.00
Once application is approved, 70% of the total funding will be released upon full execution of the County
contract and initial data entry is completed on the provider sheet.
Remaining funds will be distributed as follows: the final 30% of the contract value will be available for
release in mid-September.
a. Additional Compensation
○ IF Contractor has qualified for additional funding through this grant as outlined in the scope
above, an amendment will be provided with amounts to be determined based on timelines
and required submitted documentation.
3. CONTRACTOR SHALL BE REQUIRED TO SUBMIT THE FOLLOWING REPORTS TO COUNTY:
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The provider must update its provider sheet 3 times during the fiscal year. Expenditure reporting will be
required by June 1, 2024, November 1, 2024 and January 31, 2025. Payments will be released as reporting
requirements are met. Additional direction and support will be provided as reporting deadlines approach.
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