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HomeMy WebLinkAboutC25-019 Chatterbox Preschool, LLC dba Honey Tree Preschool - early childhoodAGREEMENT BETWEEN EAGLE COUNTY, COLORADO
AND
CHATTERBOX PRESCHOOL, LLC D/B/A
HONEY TREE PRESCHOOL
THIS GRANT AGREEMENT (“Agreement”) is effective as of January 1, 2025 by and between Chatterbox
Preschool, LLC, dba Honey Tree Preschool, 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
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Service Award Agreement
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
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 $135,600 (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.
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5. Compensation. In performing the Services, the County will compensate Grant Recipient in an
amount not to exceed $135,600 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.
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.
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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 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
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CONTRACTOR:
Name: Honey Tree Preschool ℅ Kelly Beal
Physical and Mailing Address: 64 Favre Lane
Carbondale, CO 81623
Telephone: 970-510-5388
E-Mail: honeytree81623@gmail.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.
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
Recipient 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. 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.
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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.
[Remainder of page left intentionally blank]
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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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Kelly Beal
Director
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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 3, will be compensated as set forth in the
Agreement in an amount not to exceed $135,600.
*Infant and Toddler Subsidy
In the amount of $50,600, as determined by application.
*Rental/Mortgage Assistance
In the amount of $84,000, as determined by application.
*Health Care Consultant Services
Will be provided on a reimbursement basis, not to exceed $1,000 without an amendment
to this Agreement. Eligible Roaring Fork Valley Eagle County providers will need to
submit receipts or invoices for their CCHC services and proof of payment in order to
receive reimbursement.
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.
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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.
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EXHIBIT B
AMENDMENT FOR ADDITIONAL FUNDING
FIRST AMENDMENT TO AGREEMENT BETWEEN
EAGLE COUNTY, COLORADO
AND
CHATTERBOX PRESCHOOL, LLC D/B/A
HONEY TREE PRESCHOOL
THIS FIRST AMENDMENT (“First Amendment”) is effective as of ________________ by and between
Chatterbox Preschool, LLC, dba Honey Tree Preschool, a Colorado limited liability company (hereinafter
“Grant Recipient”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”).
RECITALS
WHEREAS, County and Grant Recipient 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 Grant Recipient would perform certain duties
with compensation in an amount not to exceed $135,600; 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 Grant Recipient 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,
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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.
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, County Manager
CONTRACTOR
Chatterbox Preschool, LLC, dba Honey Tree Preschool
By: _____________________________________
Print Name: ______________________________
Title: ___________________________________
Docusign Envelope ID: AE5B0D56-1639-48B4-A83D-B520497DE15A
ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED?
INSR ADDL SUBRLTR INSD WVD
PRODUCER CONTACTNAME:
FAXPHONE(A/C, No):(A/C, No, Ext):
E-MAILADDRESS:
INSURER A :
INSURED INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY)
AUTOMOBILE LIABILITY
UMBRELLA LIAB
EXCESS LIAB
WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $
DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence)
MED EXP (Any one person)$
PERSONAL & ADV INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $
PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT
OTHER:$
COMBINED SINGLE LIMIT $(Ea accident)
ANY AUTO BODILY INJURY (Per person)$
OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS
HIRED NON-OWNED
PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY
(Per accident)
$
OCCUR EACH OCCURRENCE
CLAIMS-MADE AGGREGATE $
DED RETENTION $
PER OTH-STATUTE ER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE $
If yes, describe under
E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below
INSURER(S) AFFORDING COVERAGE NAIC #
COMMERCIAL GENERAL LIABILITY
Y / N
N / A
(Mandatory in NH)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
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EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
CERTIFICATE HOLDER CANCELLATION
© 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03)
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
$
$
$
$
$
The ACORD name and logo are registered marks of ACORD
12/2/2024
(970) 384-8387 (970) 945-6027
22543
Chatterbox Preschool LLC dba Honey Tree
64 Favre Ln
Carbondale, CO 81623
41190
A 1,000,000
CP3322306 5/1/2024 5/1/2025
100,000
10,000
1,000,000
2,000,000
2,000,000
1,000,000A
A3338192 5/1/2024 5/1/2025
1,000,000A
CU3322307 5/1/2024 5/1/2025 1,000,000
10,000
B
4223240 5/1/2024 5/1/2025 500,000Y500,000
500,000
A Property CP3322306 5/1/2024 $1,000 deductible 200,000
Eagle County Department of Human Services
P O Box 660
Eagle, CO 81631
CHATPRE-01 MLOSASSO
GIA Group, LLC1605 Grand AvenueSuite KGlenwood Springs, CO 81601
Melea Losasso
melea.losasso@glenwoodins.com
Secura Insurance Companies
Pinnacol Assurance
2
XX
5/1/2025
X
X
X
X
X
X
X
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