The URL can be used to link to this page

Home My WebLink AboutC25-008 Aspen PrepAGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND ASPEN PREP THIS GRANT AGREEMENT (“Agreement”) is effective as of January 1, 2025 by and between Aspen Prep, a Colorado limited liability company (hereinafter “Grant Recipient”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, the County works to support the health, safety, and welfare of the people of Eagle County through its Department of Human Services (“DHS”); and WHEREAS, the County uses outside providers and professionals to enhance the ability of the County to promote such health, safety and welfare; and WHEREAS, the County has identified a significant community need for high quality, affordable, and accessible early childhood care and education programs and services in Eagle County, which it has recognized as a priority in the County’s Strategic Plan and its Early Childhood System Roadmap; and WHEREAS, this Agreement is entered in reference to Eagle County Ballot Issue 1A – Lodging Tax to Support Local Workforce, approved by voters on November 8, 2022, which provides for a 2% lodging tax to provide funding for programs that support the County’s workforce, including additional childcare programs (the “Lodging Tax”); and WHEREAS, supported by Lodging Tax revenue, DHS has several initiatives designed to improve and expand early childhood education by supporting efforts including, but not limited to, programs to recruit and retain educators and expand the workforce, improve affordability, and support health and safety enhancements; and WHEREAS, Grant Recipient provides licensed child care and will continue to provide such child care to serve the residents of Eagle County and has applied for one or more DHS initiatives and County has determined Grant Recipient meets the eligibility qualifications and requirements for said initiative(s); and WHEREAS, the parties acknowledge and agree that the programs and services funded in part by the Lodging Tax, including the Services detailed in Exhibit A, promote the health, safety and welfare of the people of Eagle County and are intended to serve a valid public purpose and provide or support services that could otherwise be performed by County directly; and WHEREAS, Grant Recipient has elected to perform the Services to serve residents in Eagle County and County has, therefore, elected to compensate Grant Recipient 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 Grant Recipient enables Grant Recipient to continue to perform the Services for the public and County shall have no responsibility for the performance of the Services; and WHEREAS, Grant Recipient 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 in Paragraph 1 hereof; and Docusign Envelope ID: C903DD30-47A6-4397-96F0-7A7CC28C7DEB 2 Service Award Agreement WHEREAS, this Agreement shall govern the relationship between Grant Recipient and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises, County and Grant Recipient enter into this Agreement for payment of the grant award in the amount of $110,400 (the “Grant Award”) to Grant Recipient. 1. Services or Work. Grant Recipient agrees that the funds awarded by County may be used and expended solely for early childhood care and education, specifically 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. In return for the Grant Award, Grant Recipient 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 Grant Recipient agrees to furnish the Services to the public in a timely and expeditious manner consistent with the applicable standard of care. By signing below Grant Recipient 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, 2025 (the “Grant Period”). Funds awarded under this Grant Agreement are to be used and expended within the Grant Period. Any funds not used or expended during the Grant Period must be returned to Grantor. County makes no representations concerning the possibility of future agreements with Grant Recipient and Grant Recipient 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. In performing the Services, the County will compensate Grant Recipient in an amount not to exceed $110,400 and as set forth in Exhibit A. Notwithstanding the foregoing, in the event County determines that Grant Recipient is eligible for funding through any of the additional DHS initiatives identified in Exhibit A, Grant Recipient and County may execute the proposed amendment attached hereto as Exhibit B. 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 Grant Recipient 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, Grant Recipient 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. Docusign Envelope ID: C903DD30-47A6-4397-96F0-7A7CC28C7DEB 3 Service Award Agreement b. No additional services or work performed by Grant Recipient shall be the basis for additional compensation. c. County will not withhold any taxes from monies paid to the Grant Recipient hereunder and Grant Recipient 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 Grant Recipient 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 Grant Recipient shall be responsible for the acts and omissions of its agents, employees and subcontractors. 7. Insurance. Grant Recipient 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. Grant Recipient is not entitled to workers’ compensation benefits except as provided by Grant Recipient, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Grant Recipient or some other entity. 8. Indemnification, Governmental Immunity and No Third-Party Beneficiaries. a. The Grant Recipient 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 Grant Recipient or any of its subcontractors hereunder; and Grant Recipient 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 Grant Recipient to perform the Services for the public and County shall have no responsibility therefor. Because Grant Recipient is delivering the Services to the public and not Eagle County, the Docusign Envelope ID: C903DD30-47A6-4397-96F0-7A7CC28C7DEB 4 Service Award Agreement public shall have no rights under this Agreement and may not make any claim against County in connection with this Agreement. 9. Intentionally Omitted. 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. COUNTY: Eagle County Colorado Department of Human Services 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-401-0722 E-Mail: sam.markovitz@eaglecounty.us CONTRACTOR: Name: Aspen Prep c/o Melissa Reed PO Box 4351 56 Market Street Eagle, CO 81631 Telephone: 9703313559 E-Mail: melissa@aspenprep.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 Grant Recipient 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 Grant Recipient Representations. Docusign Envelope ID: C903DD30-47A6-4397-96F0-7A7CC28C7DEB 5 Service Award Agreement a. Grant Recipient 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. Grant Recipientshall 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. Grant Recipient 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. Grant Recipient 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 Grant Recipient except that of independent contractor. Grant Recipient shall have no authority to bind County. d. Grant Recipient 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. Grant Recipient 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 Grant Recipient has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Grant Recipient shall not employ any person having such known interests. j. Grant Recipient 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. Grant Recipient 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. Grant Recipient shall be subject to financial audit by county auditors or their designees. Grant Recipient authorizes County to perform audits or to make inspections during normal business hours, upon 48 hours’ notice to Grant Recipient for the purpose of evaluation its performance under this Agreement. Grant Recipient shall cooperate fully with County. l. The recitals set forth above are incorporated herein by reference. Docusign Envelope ID: C903DD30-47A6-4397-96F0-7A7CC28C7DEB 6 Service Award Agreement IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. EAGLE COUNTY, COLORADO By and through its County Manager By: ________________________________ Jeff Shroll, County Manager CONTRACTOR: By:________________________________ Print Name: _________________________ Title: ______________________________ Docusign Envelope ID: C903DD30-47A6-4397-96F0-7A7CC28C7DEB Owner Melissa Reed 7 Service Award Agreement EXHIBIT A SCOPE, SCHEDULE AND COMPENSATION 1. SCOPE OF SERVICES The purpose of this funding is to support Eagle County’s licensed early childhood providers to offer high- quality child-care services. Funding could include (based on qualifications but is not guaranteed) infant and toddler subsidies, infant and toddler expansion projects, health care consultant services, childcare facility costs, and/or health and safety enhancements. Refer to funding program guidelines for an inclusive list of eligibility criteria, qualification requirements, funding structures, and grant timelines attached. 2. COMPENSATION Grant Recipient (provider), Colorado Shines Level 4, will be compensated as set forth in the Agreement in an amount not to exceed $110,400. *Infant and Toddler Subsidy In the amount of $26,400, as determined by application. *Rental/Mortgage Assistance In the amount of $84,000, as determined by application. 3. ADDITIONAL FUNDING INITIATIVES a) Throughout the year, and dependent on budget availability, Grant Recipient may be eligible to apply for the following DHS initiatives: *Infant and Toddler Expansion Up to/shall not exceed $50,000. Exact amount depends on the application process and available funding. *Health and Safety Enhancement Up to/shall not exceed $20,000. Exact amount depends on the application process and available funding. All funding for the initiatives identified above is dependent on budget availability. There are no guarantees that funds will be available for all providers and/or multiple funding programs. The outlined compensation above is meant to act as a guideline, not a guarantee. Each funding opportunity requires providers to apply via application process then go through verification and eligibility review prior to funding approval and release. The “not to exceed” amount is not indicative of the dollar amount providers will receive this calendar/contract year. b) IF Grant Recipient has qualified for additional funding beyond the “not to exceed” amount outlined above during the fiscal year, County will provide Grant Recipient with the amendment included as Exhibit B, with finalized amounts to be determined based on timelines and required submitted documentation. 4. REPORTING Grant Recipient shall be required to submit the following reports to the County: a) The provider must update its provider sheet monthly during the fiscal year. b) Expenditure reporting will be required by June 1, 2025, November 1, 2025 and January 31, 2026. Payments will be released as reporting requirements are met. Additional direction and support will be provided as reporting deadlines approach. Docusign Envelope ID: C903DD30-47A6-4397-96F0-7A7CC28C7DEB 8 Service Award Agreement EXHIBIT B AMENDMENT FOR ADDITIONAL FUNDING FIRST AMENDMENT TO AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND ASPEN PREP THIS FIRST AMENDMENT (“First Amendment”) is effective as of ________________ by and between Aspen Prep, a Colorado Limited Liability Company (hereinafter “Consultant” or “Contractor”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, County and Consultant entered into an agreement dated the _____ day of ___________, 20____, for certain Services (C25-000, the “Original Agreement”); and WHEREAS, the Original Agreement contemplated that the Consultant would perform certain duties with compensation in an amount not to exceed $110,400; and WHEREAS, as contemplated by Paragraph 5 of the Original Agreement, Grant Recipient is eligible for additional Department of Human Services initiatives to enhance Contractor’s ability to provide early childhood care and education, including: ● Infant and Toddler Expansion o Not to exceed $[the amount determined by application]. ● Health and Safety Enhancement o Not to exceed $[the amount determined by application]. WHEREAS, County and Consultant desire by this First Amendment to expand the scope of Services and compensation as set forth in the Original Agreement. FIRST AMENDMENT NOW THEREFORE, in consideration of the foregoing and the mutual rights and obligations as set forth below, the parties agree as follows: 1. The Original Agreement shall be amended to include additional Services as described in Exhibit 1, which is attached hereto and incorporated herein by reference. 2. The compensation for the additional Services set forth in Exhibit 1 shall not exceed $_____________ for a total maximum compensation under the Original Agreement and this First Amendment of $____________. 3. Capitalized terms in this First Amendment will have the same meaning as in the Original Agreement. To the extent that the terms and provisions of the First Amendment conflict with, modify or supplement portions of the Original Agreement, the terms and provisions contained in this First Amendment shall govern and control the rights and obligations of the parties. Docusign Envelope ID: C903DD30-47A6-4397-96F0-7A7CC28C7DEB 9 Service Award Agreement 4. Except as expressly altered, modified and changed in this First Amendment, all terms and provisions of the Original Agreement shall remain in full force and effect, and are hereby ratified and confirmed in all respects as of the date hereof. 5. This First Amendment shall be binding on the parties hereto, their heirs, executors, successors, and assigns. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Original Agreement the day and year first above written. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER By: ______________________________ Jeff Shroll CONTRACTOR Aspen Prep By: _____________________________________ Print Name: ______________________________ Title: ___________________________________ Docusign Envelope ID: C903DD30-47A6-4397-96F0-7A7CC28C7DEB