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Home My WebLink About20230789.tiffCup,*ac-ht (0159 AGREEMENT FOR RECREATIONAL/EDUCATION SERVICES FOR COLORADO WORKS SUMMER ACTIVITIES PROGRAM BETWEEN WELD COUNTY AND CHEAP FX, LLC DBA CODE NINJAS GREELEY THIS AGREEMENT is made and entered into this ZVilday of t'1 a,Ye h , 2023, by and between the County of Weld, a body corporate and politic of the State of Colorado, by and through its Board of County Commissioners, whose address is 1150 "O" Street, Greeley, Colorado 80631 hereinafter referred to as "County," and Cheap FX, LLC dba Code Ninjas Greeley, hereinafter referred to as "Provider". WHEREAS, the County provides supportive services to eligible children and juveniles who need educational and/or recreational activities as outlined in its Colorado Works Plan for Weld County, and WHEREAS, the County is in need of recreational and educational providers to assist County in providing Summer Activity Programs to eligible children and juveniles, WHEREAS, the Provider has educational or recreational activities available for eligible children and juveniles of County at fees, which is set forth within this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. Introduction. The terms of this Agreement are contained in the terms recited in this document and in Exhibit A, Scope of Services and Rate Schedule, and Attachment A, Release of Liability, which forms an integral part of this Agreement. Exhibit A and Attachment A are specifically incorporated herein by this reference. 2. Service or Work. Provider agrees to diligently provide all services, labor, personnel, and materials necessary to perform and complete the work described in the attached Exhibit. Provider shall further be responsible for the timely completion and acknowledges that a failure to comply with the standards and requirements of work within the time limits prescribed by the County may result in the County's decision to withhold payment or to terminate this Agreement. 3. Term. The term of this Agreement shall be from March 6, 2023, through June 9, 2023, or Provider's completion of the responsibilities described in Exhibit A. 4. Termination; Breach; Cure. County may terminate this Agreement for its own convenience upon thirty (30) days written notice to Provider. Either Party may immediately terminate this Agreement upon material breach of the other party, however the breaching party shall have fifteen (15) days after receiving such notice to cure such breach. If this Agreement is terminated by County, Provider shall be compensated for, and such compensation shall be limited to, (1) the sum of the amounts contained in invoices which it has submitted and which have been approved by the County; (2) the reasonable value to County of the services which Provider provided prior to the date of the termination notice, but which had not yet been approved for payment; and (3) the cost of any work which the County approves in writing which it determines is needed to accomplish an orderly termination of the work. County shall be entitled to the use of all material generated pursuant to this Agreement upon termination. Upon termination of this Agreement by County, Provider shall have no claim of any kind whatsoever against the County by reason of such termination or by reason of any act incidental thereto, except for compensation for work satisfactorily performed and/or materials described herein properly delivered. Con501-1- 09e,019, - 05/20/Z3 3/crio/a , 2023-0789 --rfUI)ctS 5. Extension or Amendment. Any amendments or modifications to this Agreement shall be in writing signed by both parties. No additional services or work performed by Provider shall be the basis for additional compensation unless and until Provider has obtained written authorization and acknowledgement by County for such additional services. Accordingly, no claim that the 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 the County for such additional services is not timely executed and issued in strict accordance with this Agreement, Provider'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. Any claims by the Provider for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated Amendment, unless approved and documented otherwise by the County Representative. Any change in work made without such prior Amendment shall be deemed covered in the compensation and time provisions of this Agreement, unless approved and documented otherwise by the County Representative. 6. Compensation/Contract Amount. County agrees to pay an amount no greater than $175.00 per participant for the term of this Agreement, as set forth in Paragraph 3. County agrees to pay Provider through an invoice process during the course of this Agreement in accordance with the terms described in Exhibit A. Provider agrees to submit invoices which detail the work completed by Provider. The County will review each invoice and if it agrees Provider has completed the invoiced items to the County's satisfaction, it will remit payment to Provider. Provider agrees to work within the confines outlined in Exhibit A. County will not withhold any taxes from monies paid to the Provider hereunder and Provider 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. 7. Independent Provider. Provider agrees that it is an independent contractor and that Provider's officers, agents or employees will not become employees of County, nor entitled to any employee benefits from County as a result of the execution of this Agreement. Provider shall perform its duties hereunder as an independent contractor. Provider shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. Provider, its employees and agents are not entitled to unemployment insurance or workers' compensation benefits through County and County shall not pay for or otherwise provide such coverage for Provider or any of its agents or employees. Unemployment insurance benefits will be available to Provider and its employees and agents only if such coverage is made available by Provider or a third party. Provider shall pay when due all applicable employment taxes and income taxes and local head taxes (if applicable) incurred pursuant to this Agreement. 8. Subcontractors. Provider acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Provider. Provider shall not enter into any subcontractor agreements for the completion of the Work 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 personnel assigned to the work during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the work. Provider shall require each subcontractor, as approved by County and to the extent of the Work to be performed by the subcontractor, to be bound to Provider by the terms of this Agreement, and to assume toward Provider all the obligations and responsibilities which Provider, 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 Provider and Provider shall cooperate in such process. The Provider shall be responsible for the acts and omissions of its agents, 2 employees and subcontractors. 9. Ownership. All work and information obtained by Provider under this Agreement or individual work order shall become or remain (as applicable), the property of County. In addition, all reports, documents, data, plans, drawings, records and computer files generated by Provider in relation to this Agreement and all reports, test results and all other tangible materials obtained and/or produced in connection with the performance of this Agreement, whether or not such materials are in completed form, shall at all times be considered the property of the County. Provider shall not make use of such material for purposes other than in connection with this Agreement without prior written approval of County. 10. Confidentiality. Confidential information of the Provider should be transmitted separately from non - confidential information, clearly denoting in red on the relevant document at the top the word, "CONFIDENTIAL." However, Provider is advised that as a public entity, Weld County must comply with the provisions of the Colorado Open Records Act (CORA), C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. Provider agrees to keep confidential all of County's confidential information. Provider agrees not to sell, assign, distribute, or disclose any such confidential information to any other person or entity without seeking written permission from the County. Provider agrees to advise its employees, agents, and consultants, of the confidential and proprietary nature of this confidential information and of the restrictions imposed by this Agreement. 11. Warranty. Provider warrants that the services performed under this Agreement will be performed in a manner consistent with the standards governing such services and the provisions of this Agreement. Provider further represents and warrants that all services shall be performed by qualified personnel in a professional and workmanlike manner, consistent with industry standards, and that all services will conform to applicable specifications. 12. Acceptance of Services Not a Waiver. Upon completion of the Work, Provider shall submit to County originals of all test results, reports, etc., generated during completion of this work. Acceptance by County of reports and incidental material(s) furnished under this Agreement shall not in any way relieve Provider of responsibility for the quality and accuracy of the project. In no event shall any action by County hereunder constitute or be construed to be a waiver by County of any breach of this Agreement or default which may then exist on the part of Provider, and County's action or inaction when any such breach or default exists shall not impair or prejudice any right or remedy available to County with respect to such breach or default. No assent, expressed or implied, to any breach of any one or more covenants, provisions or conditions of the Agreement shall be deemed or taken to be a waiver of any other breach. Acceptance by the County of, or payment for, the work completed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 13. Indemnity. The Provider shall defend, indemnify and hold harmless County, its officers, agents, and employees, from and against any and all injury, loss, damage, liability, suits, actions, claims, or willful acts or omissions of any type or character arising out of the Work done in fulfillment of the terms of this Agreement or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Provider to conform to any statutes, ordinances, regulation, judicial decision, or other law or court decree. The Provider shall be fully responsible and liable for any and all injuries or damage received or sustained by any person, persons, or property on account of its performance under this Agreement or its failure to comply with the provisions of the Agreement. It is agreed that the Provider will be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the Provider agrees to waive all rights of subrogation against the County its associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the work performed by the Provider for the County. A failure 3 to comply with this provision shall result in County's right to immediately terminate this Agreement. 14. Non -Assignment. Provider may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Provider to assign or transfer its rights hereunder without such prior approval by County shall, at the option of County, automatically terminate this Agreement and all rights of Provider hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 15. Examination of Records. To the extent required by law, the Provider agrees that an duly authorized representative of County, including the County Auditor, shall have access to and the right to examine and audit any books, documents, papers and records of Provider, involving all matters and/or transactions related to this Agreement. Provider agrees to maintain these documents for three years from the date of the last payment received. 16. Interruptions. Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions. 17. Compliance with Law. Provider shall strictly comply with all applicable federal and State laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. 18. Non -Exclusive Agreement. This Agreement is nonexclusive, and County may engage or use other Providers or persons to perform services of the same or similar nature. 19. Entire Agreement/Modifications. This Agreement including the Exhibit attached hereto and incorporated herein, contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiations, representations, and understandings or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 20. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. 21. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507. The signatories to this Agreement state that to their knowledge, no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. 22. Survival of Termination. The obligations of the parties under this Agreement that by their nature would continue beyond expiration or termination of this Agreement (including, without limitation, the warranties, indemnification obligations, confidentiality and record keeping requirements) shall survive any such expiration or termination. 23. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. 4 24. Governmental Immunity. No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. 25. No Third Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 26. Force Majeure. Neither the Provider nor the County shall be liable for any delay in, or failure of performance of, any covenant or promise contained in this Agreement, nor shall any delay or failure constitute default or give rise to any liability for damages if, and only to extent that, such delay or failure is caused by "force majeure." As used in this Agreement, "force majeure" means acts of God, acts of the public enemy, unusually severe weather, fires, floods, epidemics, quarantines, strikes, labor disputes and freight embargoes, to the extent such events were not the result of, or were not aggravated by, the acts or omissions of the non- performing or delayed party. 27. No Third -Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 28. Board of County Commissioners of Weld County Approval. This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado or its designee. 29. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute between the parties, Provider agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 30. Attorney's Fees/Legal Costs. In the event of a dispute between County and Provider concerning this Agreement, the parties agree that each party shall be responsible for the payment of attorney fees and/or legal costs incurred by or on its own behalf. 31. Binding Arbitration Prohibited. Weld County does not agree to binding arbitration by any extra judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by reference shall be null and void. 32. Acknowledgment. County and Provider acknowledge that each has read this Agreement, understands it and agrees to be bound by its terms. Both parties further agree that this Agreement, with the attached Exhibit A, is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. 5 IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written. COUNTY: ATTEST: diritA) 'ti BOARD OF COUNTY COMMISSIONERS lerk to the Board WELD COUNTY, COLORADO BY: ike Freeman, Chair VIDER: MAR 2 0 2323 heap FX, LLC dba Code Ninjas Greeley 4239 Centerplace Drive, Suite 1F Greeley, Colorado 80634 M Gap e Ed Gage By: K (M 8 202 3 MST) Ed Gage, Co -Owner Date: Mar 8, 2023 6 a 7t9 Exhibit A Scope of Services and Rate 1. Services Provider agrees to provide educational and/or recreational services for eligible children and youth involved in the Summer Activities Program according to enrollment activities of the Provider. Parents/caregivers of participating youth are required to sign a Release of Liability Form, see Attachment A. 2. Compensation County agrees to pay Provider for services performed pursuant to this Agreement at the rate not to exceed $175.00 per participant per the term of this Agreement and at the rate charged to other non -County participants receiving the same recreational or educational services. The parties agree that the service rate as contemplated herein shall constitute the entire amount of compensation due to the Provider for any work performed hereunder. 3. Submittal of Invoice Provider shall prepare and submit an invoice certifying that services were provided pursuant to the terms and conditions of this Agreement, and Provider shall submit invoices with copies of the redeemed vouchers to the County no later than June 16, 2023, and can be: a) Emailed to SVP@weldgove.com b) Dropped off at: 315 North 11th Avenue, Building B Greeley, Colorado 80631 Attention: Nadia Avian All requests for reimbursement after June 16, 2023, will not be honored. If funds for future credited activities are not used, the Provider shall return the unused funds by September 30, 2023, to the: Weld County Department of Human Services Fiscal Department 315 North 11th Avenue, Building C Greeley, Colorado 80631 The Contractor must not pursue participants for reimbursement due to late reimbursement requests. Attachment A RELEASE OF LIABILITY AND AGREEMENT TO HOLD HARMLESS AND INDEMNIFY THIS RELEASE OF LIABILITY AND AGREEMENT TO HOLD HARMLESS AND INDEMNIFY, is signed by ("Today's Date") ("Parent or Guardian") on behalf of ("Participant or Child's Name") The Participant will be participating in the Weld County Department of Human Services' Colorado Works in Weld County Summer Program ("Programs"). This will involve the Participant participating in summer recreational, educational, or athletic programs offered by vendors approved through the Weld County Department of Human Services. Such participation may require the Participant to travel to the site(s) where the Programs are conducted. I understand and acknowledge that the Programs are not responsible for the Participant's travel to or from the site(s). I hereby accept such responsibility. I also understand and acknowledge that the Programs may involve having the Participant participate in various activities which could pose a risk to the Participant's personal safety. Such risks may stem from the Participant being involved in physical sports or activities and/or from traveling to the site(s) where the Programs activities are held. With such knowledge, the Participant and /or his or her Parent or Guardian, on behalf of himself or herself, and on behalf of his or her heirs, successors, and assigns, voluntarily releases and agrees to hold harmless and indemnify the County of Weld; the Board of County Commissioners of the County of Weld; the Weld County Department of Human Services; and their employees and officers (the "Releasees"), from any and all claims and liability, past, present, or future, for any injury or damage to Participant or to his or her property, resulting form any cause whatsoever occurring in the course of the Participant's participation in the Programs, including, without limitation, his or her travel to and from the activities site(s) and involvement in any of the activities, excepting only any such injury or damage resulting from the willful and wanton acts of the Releasees. The Participant and/or his or her Parent or Guardian also agrees to hold harmless and indemnify the Releasees from any and all claims and liability, past, present or future, for any injury or damage to third parties, resulting from the negligent or intentional acts of the Participant occurring in the course of such participation. Participant and/or his or her Parent or Guardian understands and agrees that the Releasees may be immune from liability pursuant to § 24-10-101, C.R.S. et. seq. by virtue of Releasees governmental status. This Release of Liability and Agreement to Hold Harmless and Indemnify is not intended to circumvent or replace such immunities. By signing this Release and Agreement to Hold Harmless and Indemnify the Participant and/or Parent or Guardian acknowledges that he or she has read and understands all of the provisions stated herein. Parent or Guardian (Printed Name) Witness Date Updated 2020 SIGNATURE REQUESTED: Weld/Cheap FX, LLC Code Ninjas Greeley SAP Final Audit Report 2023-03-08 Created: By: Status: Transaction ID: 2023-03-03 Lesley Cobb (cobbxxlk@co.weld.co.us) Signed CBJCHBCAABAAzRYfe3xncs897iUfBjvRMiRWFrIVsEiU "SIGNATURE REQUESTED: Weld/Cheap FX, LLC Code Ninja s Greeley SAP" History ,e Document created by Lesley Cobb (cobbxxlk@co.weld.co.us) 2023-03-03 - 10:45:14 PM GMT- IP address: 204.133.39.9 a Document emailed to ed.gage@codeninjas.com for signature 2023-03-03 - 10:45:38 PM GMT ID Email viewed by ed.gage@codeninjas.com 2023-03-08 - 4:57:29 PM GMT- IP address: 73.169.123.50 4 Signer ed.gage@codeninjas.com entered name at signing as Ed Gage 2023-03-08 - 4:59:10 PM GMT- IP address: 73.169.123.50 4 Document e -signed by Ed Gage (ed.gage@codeninjas.com) Signature Date: 2023-03-08 - 4:59:12 PM GMT - Time Source: server- IP address: 73.169.123.50 0 Agreement completed. 2023-03-08 - 4:59:12 PM GMT Powered by Adobe Acrobat Sign Contract Form Entity Information Entity Name. CODE NINJAS GREELEY New Contract Request Entity ID* OO0045270 Contract Name. Contract ID CHEAP FX, LLC CODE NINJAS GREELEY (AGREEMENT FOR 6759 COLORADO WORKS SUMMER ACTIVITIES PROGRAM) Contract Status CT6 REVIEW Contract Lead CORBXXLK ❑ New Entity? Parent Contract ID 20230511 Requires Board Approval YES Contract Lead Email Department Project if cobbxxlkTco.weld.co.us Contract Description CONSENT - AGREEMENT FOR RECREATIONAL/EDUCATION SERVICES FOR COLORADO WORKS SUMMER ACTIVITIES PROGRAM. TERM: MARCH 6, 2023 -JUNE 9, 2023 Contract Description 2 PA PREVIOUSLY ROUTED TO CTB AND ON 2/27;'23 BOCC AGENDA - REFERENCED AS TYLER 02023-0511. Contract Type AGREEMENT Amount * 90.00 Renewable* NO Automatic Renewal Grant IGA Department HUMAN SERVICES Department Email CM- HumanServir_es@weldgov.co Department Head Email CM-HumanServices- DeptHead,,weldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEYWELDG OV.COM Requested BOCC Agenda Date 03 15'2023 Due Date 03,:11,2023 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are riot in OnBase Contract Dates Effective Date Review Date* 04;07;'2023 Renewal Date Termination Notice Period Contact Information Contact Info Contact Name Purchasing Committed Delivery Date Expiration Date* 06/09/2023 Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Approver Purchasing Approved Date CONSENT 03,13,/2023 Approval Process Department Head JAMIE ULRICH DH Approved Date 03/13,2023 Final Approval BOCC Approved BOCC Signed Date B©CC Agenda Date 03/20/2023 Originator COBBk7CLK Finance Approver CONSENT Legal Counsel CONSENT Finance Approved Date Legal Counsel Approved Date 03x13/2023 03/3,2023 Tyler Ref 1 - AG 032023 Hello