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HomeMy WebLinkAboutC15-056 Restricted Use Agreement RESTRICTED USE AGREEMENT I 111- This Restricted Use Agreement("Agreement") is entered into on the . day of 2015 by and among Eagle County, Colorado, a body corporate and politic (hereinaft r"County"),Vail Valley Partnership, a Colorado nonprofit corporation (hereinafter "VVP") and VVP's subcontractor, Confluence Research and Training, LLC a Colorado limited liability company (hereinafter"Confluence"). RECITALS WHEREAS, On or about December 2, 2014 County entered into a license agreement ("License Agreement") with the State of Colorado Department of Labor and Employment for access to certain Quarterly Census of Employment Wages and employment data("Information"); and WHEREAS, the License Agreement provides that the Information must be adequately secured from non-authorized access and publication; and WHEREAS, the License Agreement does not allow the County to assign or transfer its rights under the License Agreement; and WHEREAS, County is not authorized to allow others to copy the Information, however, County may work with a third party to format,process or use the information on behalf of County for a valid administrative function; and WHEREAS, County entered into a grant agreement with VVP whereby VVP is to among other things, implement a strategic plan to promote the economic development of Eagle County (hereinafter the "Grant"); and WHEREAS, VVP has subcontracted with Confluence to assist with fulfilling the requirements of the Grant; and WHEREAS, County desires to have VVP through Confluence format, process and use the information in support of valid administrative functions identified by County as set forth herein and for no other purpose. AGREEMENT 1. VVP with assistance from Confluence shall format, process and use the Information only to the extent necessary to support the following administrative functions on behalf of County and for no other purpose or entity: a. VVP and Confluence shall use this information only as necessary to complete the deliverables outlined in the Grant. Such deliverables include: Cir)-0 (0 i. Developing pay range guidelines and recommendations by job sector and by specific town or region; ii. Assess the impact of county/town/private partnership tactics on microeconomic outcomes within Eagle County as indicated by wages. b. In no case shall individual employer data be released to any source or in any form. 2. VVP and Confluence shall not assign, transfer, publish, sell or otherwise disseminate or use the Information for any purpose other than the administrative functions set forth in paragraph 1 hereof and shall in no event provide the Information to a third party. 3. VVP and Confluence shall restrict access to the Information to only those employees whose access is necessary to assist with the County administrative functions set forth in paragraph 1 hereof. The individuals with access to the Information under this Agreement are: a. Andrej A. Birjulin, Ph.D. In the event that VVP and/or Confluence desire to modify the list of individuals with access to the Information then VVP and/or Confluence shall notify County and an amendment to this Agreement may be prepared. Eagle County shall have the right to approve, in its sole discretion, whether any additional or other individual may have access to the Information. 4. VVP and Confluence shall ensure that the individuals with access to the Information are aware of the terms of this Agreement and that they agree to comply with the use restrictions set forth herein. 5. In the event VVP and/or Confluence breaches this Agreement, then County shall provide written notice of the breach VVP and/or Confluence shall immediately cease its use of and shall not disseminate all or any portion of the Information. Further, within three (3) business days of written notice of the breach, VVP and/or Confluence shall return all Information to County and shall certify to County that it has not retained any copies of the Information and shall not disseminate the Information. County shall further have all remedies at law and equity available to it including the remedy of specific performance. 6. In the event of a breach or alleged breach of the Information's confidentiality or of any duty set forth herein, VVP shall save and hold harmless County, its employees and agents, against any and all claims, damages, fines, fees, liability and court awards including costs, expenses and attorney fees incurred by County as a result of any act or omission by VVP, or its employees, agents, subcontractors. This paragraph shall survive termination or expiration of this Agreement. 7. In the event of a breach or alleged breach of the Information's confidentiality or of any duty set forth herein, Confluence shall save and hold harmless County, its employees and agents, against any and all claims, damages, fines, fees, liability and court awards including costs, expenses and attorney fees incurred by County as a result of any act or omission by Confluence, or its employees, agents, subcontractors. This paragraph shall survive termination or expiration of this Agreement. 8. This Agreement shall remain in effect for a period of one (1)year from the date first set forth above. At the conclusion of the one (1) year term, this Agreement shall automatically renew for additional one (1)year terms unless terminated in writing for any reason or no reason by any party hereto. This Agreement shall apply and govern the use of any additional or supplemental Information supplied by County to VVP and/or Confluence. Upon termination, VVP and Confluence shall return any of the Information it may have to County and shall certify to County that it has not maintained any copies of or disseminated the Information. 9. VVP and/or Confluence shall not assign this Agreement or any interest herein. Any assignment shall be void. 10. No failure of County to insist upon the strict performance of a term, covenant or agreement contained in this Agreement, no failure by County to exercise any right or remedy under this Agreement shall constitute a waiver of any such term, covenant or agreement or a waiver of any such right or remedy or a waiver of any default by VVP and/or Confluence. 11. VVP, by signing below, acknowledges that the Information is the sole property of State. VVP shall permit County, the State or US Department of Labor to monitor its activities under this Agreement. 12. Confluence, by signing below, acknowledges that the Information is the sole property of State. Confluence shall permit County, the State or US Department of Labor to monitor its activities under this Agreement. 13. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior oral or written statements, understandings or correspondence, if any, with respect thereto. This Agreement may be amended only by one or more amendments executed in the same manner as this Agreement. 14. If any portion of this Agreement shall be declared invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. 15. This Agreement shall be construed in accordance with the laws of the State of Colorado. The parties stipulate and agree that venue for any action arising under this Agreement shall be in the District Court of Eagle County, Colorado. 16. The signatories below represent and warrant that they have the full authority to enter into this Agreement on behalf of their respective entities. EAGLE COUNTY, COLORADO by and through its Board of County Commissi► ers By: 4 4� .t_.A ,LL /Il Kathy C ler-Henry, Chairman Attest: � t By: 1 p.�,� `m cf' Teak J. Simonton, Clerk to the VAIL VALLEY P;RTNERSHIP BY: Chris Romer, President and CEO CONFLUENCE RESEARCH AND TRAINING, LLC By: l J Andrej A. Birjulin, Ph.D.