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HomeMy WebLinkAboutC14-102 Ski and Snowboard Club Vail Agreement AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND SKI AND SNOWBOARD CLUB VAIL FOR HEALTHY AGING PROGRAM FOOD SERVICE THIS AGREEMENT (hereinafter referred to as this "Agreement"), made this day of , 2014, by and between County of Eagle, State of Colorado,P.O. Box 850, 500 Broadway, Eagle, CO 81631 (hereinafter referred to as "County"), and Ski & Snowboard Club Vail, a non-profit corporation with its principal place of business at 598 Vail Valley Drive, Vail, Colorado 81657 (hereinafter referred to as"the SSCV"). WHEREAS, County desires to enter into this Agreement with SSCV for the benefit of Eagle County's Healthy Aging Program for certain food service privileges of SSCV; and WHEREAS, the parties wish to set perimeters and a compensation structure for the services to be performed under this Agreement; and WHEREAS, the parties desire to formalize agreement for the purpose of accepting each and every condition herein set forth. NOW THEREFORE, THAT FOR AND IN CONSIDERATION as set forth herein, and for other good and valuable consideration,the parties agree as follows: 1. SSCV shall provide up to 35 meals per day to County for the benefit of the Minturn Seniors group(the "Services"). Meals shall be ready no later than 11:30AM on each day meals are provided under this Agreement. In the event County determines that it will be in need of more than 35 meals on a given day, County shall provide SSCV with advance notice of such need and SSCV shall accommodate such request if it is reasonably able to do so. 2. The content of the meal shall be limited to the food as provided by SSCV to its students and staff, and shall include milk, a salad, a protein, and a fruit for each meal served. Other than expressly set forth herein, County agrees that it shall have no input on the content of the meals and that no special meals or food other than that which is provided by SSCV to its student and staff shall be required under this Agreement. 3. Meals shall only be provided on Wednesdays and Fridays and only on days when SSCV is in session per its regular academic calendar and not on any holiday or break. 4. SSCV shall provide each week's menu by Monday of each week. County is responsible to inform itself and the Minturn Seniors what days meals are provided. County agrees that it has obtained and reviewed the SSCV calendar and is aware which days meals will be provided. 5. SSCV shall NOT transport any food beyond its kitchen. County is responsible for transporting the meals from the SSCV kitchen to the County's space in the SSCV 1 1-(c 2- r . building. The County is further responsible for providing two volunteers per day for service of the meals to the Mintum Seniors and for clean-up after the meals. The volunteers shall be available to transport the meals to the Mintum Seniors per SSCV's lunch schedule each day and shall return to the SSVC building for clean-up no later than 2:00 p.m., at which point County volunteers shall be given access to the SSCV commercial dishwasher. 6. County is responsible for providing all of its own plates, silverware and other eating utensils for each meal served to the Mintum Seniors. 7. County shall be responsible to timely clean all dishes, silverware and other items associated with each meal. SSCV shall only be responsible for allowing County to store its items. SSCV is not otherwise responsible for in any way for these items. 8. For SSCV's Services satisfactorily performed under this Agreement, County shall pay SSCV an amount not to exceed $8,000.00. SSCV shall submit an invoice to the County for said sum on or before February 28, 2014. County shall pay for Services satisfactorily performed within thirty(30) days of receipt of an accurate and complete invoice. 9. If, at any time during the term of this Agreement, County reasonably determines that any payment theretofore paid by County to Contractor was improper because the services for which payment was made were not performed as prescribed by the provisions of this Agreement, then upon written notice of such determination and request from County for reimbursement of the prorata portion of the contract amount representing the services that were not performed, Contractor shall forthwith refund such prorata portion to County. 10. County shall be responsible to ensure that the food provided to it by SSCV is properly and timely served and delivered to all seniors to ensure food safety and quality. 11. To the extent allowed by law, the County shall indemnify, hold harmless and defend SSCV and its officials, boards, officers, principals and employees from all losses, costs, claims, damages and liabilities, including reasonable attorney's fees and expenses for which SSCV or any of its officials, boards, officers, principals and employees 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 the County, and the County shall reimburse SSCV for any and all legal and other expenses incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action. To the extent allowed by law, SSCV shall indemnify, hold harmless and defend the County and its officials, boards, officers, principals and employees from all losses, costs, claims, damages and liabilities, including reasonable attorney's fees and expenses for which County or any of its officials, boards, officers, principals and employees 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 SSCV, and SSCV shall reimburse County for any and all legal and 2 other expenses incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action. 12. This Agreement shall be in effect until May 31, 2014, unless sooner terminated as set forth herein, and shall commence on January 1, 2014 and shall terminate on May 31, 2014. 13. This Agreement may be terminated by either party for any reason upon 30 days written notice, with or without cause, and without penalty. Upon termination of this Agreement as herein provided, any funds advanced by County to Contractor shall forthwith be returned to County on a per-diem, prorata basis calculated from the date of termination. 14. Contractor shall maintain such general liability insurance to cover any and all claims relating its Services under this Agreement, and shall provide proof of such insurance upon request. NOTICE: Any notice required under this Agreement shall be given in writing by registered or certified mail; return receipt requested which shall be addressed as follows: COUNTY: Karen Koenemann, Healthy Communities Manger Eagle County Public Health PO Box 660 Eagle, CO 81631 (970) 328-2610 Karen.Koenemann(cveaglecountv.us Notice shall be deemed given three (3) days after the date of deposit in a regular depository of the United States Postal Service. PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES: If Contractor/Consultant has any employees or subcontractors, Contractor/Consultant shall comply with C.R.S. § 8-1.7.5-101, et seq., regarding Illegal Aliens — Public Contracts for Services, and this Contract. By execution of this Contract, Contractor/Consultant certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Contract and that Contractor/Consultant 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/Consultant shall not: (i) Knowingly employ or contract with an illegal alien to perform work under this contract for services; or 3 (ii) Enter into a contract with a subcontractor that fails to certify to the Contractor/Consultant that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. B. Contractor/Consultant 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/xprevprot/programs/gc 1185221678150.shtm C. The Contractor/Consultant 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/Consultant obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, the Contractor/Consultant shall be required to: (i) Notify the subcontractor and the County within three days that the Contractor/Consultant 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/Consultant 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/Consultant 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/Consultant 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/Consultant 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/Consultant violates this provision of this Contract and the County terminates the Contract for such breach. 4 [SIGNATURE PAGE TO FOLLOW] 5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above. Eagle County, Colorado By and through its County Mana'-r by: _ Keith Montag Ski & Snowboard Club Vail a 501(c)3 non-profit corporation by: I ' its: /1- 7 1� STATE OF C 1 t(.0 e ;z& ) ) SS. COUNTY OF qa _ ) The foregoing instrument was acknowledged before me by ,(41 Lt( � +�/ ', •this ',� \day ofj , 2014. My commission expires: ��U� r v Notary Public w` SAMANTHA RENEE SAHN NOTARY PUBUC STATE OF COLORADO NOTARY ID 20134007685 MY COMMISSION EXPIRES FEBRUARY 8,2017 6