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HomeMy WebLinkAboutC12-074 Vail Valley Partnership AGREEMENT BETWEEN EAGLE COUNTY AND THE VAIL VALLEY PARTNERSHIP This agreement ( "Agreement "), made this day of CJJ1 , 2012, between Eagle County, Colorado ( "County ") and the Vail Valley Partners ip, a non- profit corporation with its principal place of business at 101 Fawcett Road, Suite 240, Avon, Colorado 81620 ( "Contractor "). WITNESSETH: Whereas, County wishes to contract for services regarding housing and economic analysis as set forth in the "Scope of Work," attached as Exhibit "A" hereto (hereinafter the "Scope of Work ") and incorporated herein; and Whereas, the Contractor is experienced in the performance of such services and wishes to perform such services for County; Whereas, the County and Contractor intend by this Agreement to set for the scope of responsibilities of Contractor in connection with the services and related terms and conditions to govern the relationship between Contractor and County in connection with the services. Now, therefore, in consideration of the foregoing and the following promises, County and Contractor agree as follows: ARTICLE 1 - SCOPE OF WORK A. The Scope of Work to the Agreement governs the services the Contractor shall provide in consideration for the payments provided for herein. The Contractor affirms that all representations set forth in the Scope of Work are accurate, that County may rely thereon, and that the Contractor shall be responsible at its own expense for assuring that all matters so represented are as represented. In the event of a conflict between a provision of the Scope of Work and a provision of this Agreement, the provision of this Agreement shall control. B. The Contractor shall not have the authority to, and will not make any commitments or enter into any agreement with any party on behalf of County without the written consent of the Board of County Commissioners or the Eagle County Manager. ARTICLE 2 - TERM OF AGREEMENT A. This Agreement shall become effective January 1, 2012, once executed by all parties hereto and shall continue for 12 months, through December 31, 2012. At the conclusion of the 12 months, the parties may agree in writing to extend the Agreement for an additional 12 month term. 1 B. This Agreement may be terminated by either party for any other reason at any time, with or without cause, and without penalty whatsoever therefore. C. In the event of any termination of this Agreement, Contractor shall be entitled to final compensated for all hours of work then satisfactorily completed, plus approved expenses, but in no case shall final compensation exceed the monthly rate payment amount set forth in Article 3 of this Agreement. D. Before final compensation after any such termination shall be made, Contractor shall forthwith return and deliver to County any and all unexpended funds, unused products and materials, County records, document, reports entirely or partially completed, whether in electronic form or otherwise, and any keys to County property. ARTICLE 3 - COMPENSATION A. The maximum amount payable to Contactor under this Agreement is $100,000. Payments in the amount of $8,333.33 shall be made on a monthly basis after services are performed, upon invoice in the form and manner approved by County. The County shall make payments subject to adequate performance as determined in the sole and exclusive discretion of the Board of County Commissioners in consultation with the County's Manager (the "Manager "), and all requirements provided for herein. Said invoices shall include a detailed description of all services performed and shall indicate the number of hours worked on each task. County shall remit payment within thirty (30) days of receipt of a proper and accurate electronic invoice. Upon request, Contractor shall provide County with such other supporting information as County may request. B. All invoices must be emailed to the following address to ensure proper payment: keith.montag @eaglecounty.us C. 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 Work was not performed as prescribed by the provisions of this Agreement, County shall have no obligation to make such payment. If, at any time after or during the Term or after termination of this Agreement as hereinafter provided or expiration of this Agreement, County reasonably determines that any payment theretofore paid by County to Contractor was improper because the Work was not performed as prescribed by the provisions of this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment to County. Upon termination of this Agreement as provided herein or expiration of the term, any unexpended funds advanced by County to Contractor shall forthwith be returned to County. D. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement, nor shall any payments be made to Contractor in respect of any period after December 31 of each calendar year during the 2 term of this Agreement, without appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with the provisions of 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). ARTICLE 4 - INSURANCE At all times during the term of this Agreement, Contractor shall maintain commercial general liability insurance in the minimum amount of one million dollars ($1,000,000) and workers' compensation insurance as required by Colorado law. Contractor shall deliver certificates of insurance, naming County as an additional insured, to County within fifteen (15) calendar days of execution of this Agreement by County. ARTICLE 5 - PROVISION MANDATED BY C.R.S. 8 17.5 102: PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. § 8- 17.5 -101, et seq., regarding Illegal Aliens - Public Contracts for Services, and this Contract. By execution of this Contract, Contractor certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Contract and that Contractor will participate in the E- verify Program or other Department of Labor and Employment program ( "Department Program ") in order to confirm the eligibility of all employees who are newly hired for employment to perform work under this Contract. A. Contractor shall not: (1) Knowingly employ or contract with an illegal alien to perform work under this contract for services; or (ii) Enter into a contract with a subcontractor that fails to certify to the Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. B. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Contract through participation in the E- verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E- verify program can be found at: http:// www .dhs.gov /xprev 1185221678150.shtm 3 • e C. The Contractor shall not use either the E- verify program or other Department Program procedures to undertake pre- employment screening of job applicants while the public contract for services is being performed. D. If the Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, the Contractor shall be required to: (i) Notify the subcontractor and the County within three days that the Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and (ii) Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (D) the subcontractor does not stop employing or contracting with the illegal alien; except that the Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. E. The Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. § 8- 17.5- 102(5). F. If a Contractor violates these prohibitions, the County may terminate the contract for a breach of the contract. If the contract is so terminated specifically for a breach of this provision of this Contract, the Contractor shall be liable for actual and consequential damages to the County as required by law. G. The County will notify the office of the Colorado Secretary of State if Contractor violates this provision of this Contract and the County terminates the Contract for such breach. ARTICLE 6 - APPLICABLE LAW, JURISDICTION, VENUE, AND ATTORNEYS' FEES This Agreement shall be governed by the laws of the State of Colorado. Jurisdiction and venue of any suit, right, or cause of action arising under, or in connection with, this Agreement shall be exclusively Eagle County, Colorado. 4 • ARTICLE 7 - NOTICE AND AUTHORIZED REPRESENTATIVES Any notice and all written communications required under this Agreement shall be given in writing by personal delivery, fax, or mail to the appropriate party at the following addresses: Contractors: Chris Romer Executive Director Vail Valley Partnership P.O. Box 1130 Vail, CO 81658 Fax: County: Keith Montag County Manager Eagle County, Colorado P.O. Box 850 Eagle CO 81631 Fax: 970 - 328 -8629 ARTICLE 8 - OBLIGATIONS OF NON DISCLOSURE Contractor agrees to keep any and all reports, documents, memoranda, business plans or analyses, customer and owner lists, designs, and all other proprietary and confidential internal County information that may become known to Contractor while performing the Services under this Agreement or prepared by Contractor hereunder, from being made known or disclosed to any other person or entity except as expressly consented to in writing by County. Contractor shall not make any use of the same for any purpose other than as expressly directed by County for its exclusive benefit. The disclosure of any information described in this Section to Contractor shall not be construed as granting to Contractor a license to use the same or the granting of any other rights thereto, except as so granted by County in writing. Contractor shall not use the same for its own accounts or in any manner detrimental to County. ARTICLE 9 - ISSUANCE AND RETURN OF KEYS County may deem it necessary to issue key(s) or an alarm code(s) to Contractor, in connection with Contractor's provision of the Services and subject to the terms, covenants and conditions set forth in this Agreement, County may provide Contractor with the key(s) or the alarm code(s), as applicable, to permit Contractor to access County facilities in connection with Contractor's provision of the Services. To obtain the key(s) or the alarm code(s), Contractor shall submit a written request to County Public Works Department. Contractor shall not make or cause to be made, any copies of the key(s) or make public or otherwise disclose alarm codes, and shall surrender the key(s) to the County's Public Works Department within forty -eight (48) hours after expiration or termination of this Agreement. 5 ARTICLE 10 - RELATIONSHIP AND TAXES A. The relationship between the parties is that of independent contracting parties, and nothing herein shall be deemed or construed by the parties hereto or by any third party as creating a relationship of employer and employee, principal and agent or partnership, or of joint venture between the parties. B. Contractor shall be solely responsible for any tax, withholding or contribution levied by the Federal Social Security Act or any Colorado State Law with respect to the monies paid to the Contractor hereunder. The Contractor and its employees are not entitled to unemployment compensation or other employment related benefits, which are otherwise made available by County to its employees. C. Contractor shall not have the authority to, and will not make any commitments or enter into any agreements with any party on behalf of the county without the written consent of the Board of County Commissioners. ARTICLE 11 - MISCELLANEOUS A. Authority. This Agreement constitutes a valid and binding agreement of the parties, enforceable against each in accordance with its terms. To the extent the parties are not natural persons, the persons executing this document on such party's behalf have actual power and authority to bind the corporation or other entity and to execute and deliver this Agreement. B. Modification. This Agreement contains the entire agreement between the parties, and no agreement shall be effective to change, modify, or terminate in whole or in part unless such agreement is in writing and duly signed by the party against whom enforcement of such change, modification or termination is sought. C. Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes any and all prior agreements, proposals, negotiations, and representations pertaining to the obligations to be performed hereunder. D. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable provision was omitted. E. Hold Harmless. Contractor shall indemnify and hold harmless County, its Board of Commissioners, and the individual members thereof, its agencies, departments, officers, agents or employees or from any and all demands, losses, liabilities, claims or judgments, together with all costs and expenses, including but not limited to attorney fees incident thereto which may accrue against, be charged to or be recoverable from County, its Board of Commissioners and the individual members thereof, its agencies, 6 departments, officers, agents, or employees as a result of the acts or omissions of Contractor, his employees or agents, in or in part pursuant to the Agreement or arising directly or indirectly out of Contractor's exercise of his privileges or performance of his obligations under this Agreement. F. Mutually Drafted: The Agreement has been drafted equally by all parties hereto. All parties hereto have read, reviewed, and understand the Agreement. The parties hereto have each received legal advice from their respective counsel regarding this Agreement. This Agreement will be effective January 1, 2012. In witness whereof, the parties hereto have signed this Agreement. EAGLE COUNTY, STATE OF COLORADO By and through its BOARD OF COUNTY COMMI 0;' / OGLE Peter Runyon, Chairman 4111 ATTEST: o* AI 1 :1 Cle to the : os of , r..;. County Commissioners Vail Valley Partnership 1 C t-- ()V c,---- Chris Romer, Executive Director STATE OF (`,OLI2AOO ) COUNTY OF SS. The for oing instrument was acknowledged before me by C �� 1'P'11 CV', this day of ,LtOUl,U1 .201?( My commission expires: 3 / 1 �S 21 1 L /� LA/� Notary Public DEBORAH LYNN CHURCHILL NOTARY PUBLIC h .STATE OF COLORADO $ MY COMMISSION EXPIRES 3124/2015 7 • EXHIBIT A TO AGREEMENT FOR PROFESSIONAL SERVICES FOR EAGLE COUNTY GOVERNMENT The Contractor shall provide the following services to full and complete satisfaction of County, as determined in the sole and exclusive discretion of the Board of County Commissioners (the "BoCC "), in consultation with the County Manager (the "Manager "): a. Provide project, planning and facilitation assistance to the Continuum of Care Retirement Center Project (CCRC). b. Provide support to The Valley Home Store through online hosting and analysis of the annual workforce housing buyer /seller satisfaction survey. c. Research, produce, and disseminate quarterly and annual economic indicator reports. d. Research, produce, and disseminate Eagle County labor force reports. e. Direct, guide, and coordinate economic research and analysis. f. Maintain an Economic Research Center on the Vail Valley Partnership website. g. Facilitate county -wide recreation initiatives. h. Provide facilitation services as agreed for county - community assignments. i. Provide planning, implementation, and follow -up for presentations using electronic meeting technology (OptionFinder). j. Create a health and wellness initiative to promote economic development activities. k. Coordinate with the County Manager to provide leadership and facilitation services to Mayor- Manager meetings. 1. Promote regional networking and information exchange through the Economic Advisory Council and other activities. m. Represent Eagle County in a variety of regional tourism efforts including (but not limited to) the Colorado Tourism Office, Colorado Association of Destination Marketing Organizations and Tourism Industry Association of Colorado. n. Serve as the County's representative to the NWCCOG Economic Development District. o. Update and disseminate the County Economic Development Plan. p. Implement Economic Development activities as directed by the Economic Advisory Council. q. Additional Economic Development activities as needed and directed by Eagle County. 8