HomeMy WebLinkAboutC16-081 Vail Valley PartnershipACREEMENT BETWEEN EACLE COLINTY. COLORADO
AND
Vai I Valley Partnership
THIS AGREEMENT ("Agreement") is effective
Partnership, a Colorado Nonprofit Corporation
corporate and politic (hereinafter "County").
as of the 22nd day of March, 2016 by and befween Vail Valley
(hereinafter "Contractor") and Eagle County, Colorado, a body
RECITALS
all services, labor, personnel and materials
Exhibit A ("Services" or "Work") which is
shall be performed in accordance with the
WHEREAS, Contractor will serve as the County's Economic Development partner regarding economic
development activities and opportunities in Eagle County and will provide the Services outlined below; and.
WHEREAS, the parties acknowledge and agree that the Services (defined below) promote the health, safefy and
welfare of the people of Eagle County and are intended to provide services that could otherwise be performed by
County directly; and
WHEREAS, Contractor has elected fo perform the Services on its own and County has, therefore, elected to
compensate Contractor to perform the Services for the public to fulfill an important public purpose; and
WHEREAS, compensation paid by County to Contractor enables Contractor to perform the Services for the public
and Counfy shall have no responsibility for the performance ofthe Services; and
WHEREAS, Counfy desires to enter into this Agreement with Contractor for the perforrnance of the Services to the
public which will directly support and sustain a healthy, environmentally and economically vital and socially diverse
community; and
WHEREAS, Contractor 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 below in paragraph I hereof; and
WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection with the
Services.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as
follows:
L Services or Work. Contractor agrees to diligently provide
necessary to perform and complete the services or work described in
attached hereto and incorporated herein by reference. The Services
provisions and conditions of this Agreement,
a. Contractor agrees to fumish 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 Contractor
agrees to furnish the Services to the public in a timely and expeditious manner consistent with the applicable
standard of care, By signing below Contractor represents that it has the expertise and personnel necessary to
properly and timely perform the Services.
Sy:
By:---- --''-Ei!'6cor.t, Cornmlss'onere' off 'ce
C16-081
b. ln the event ofany conflict or inconsistency between the terms and conditions set forth in Erhfbt!
A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement
shall prevail.
2. Q-ggntv's Rgpresentative. The Administration Department's designee shall be Contractor's contact with
respect to this Agreement and performance of the Services.
3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to
the provisions ofparagraph ll hereof, shall continue in full force and effect through the 3lst day ofDecember,
2016. County makes no representations concerning the possibility of future Agreements with Contractor and
Contractor should not rely on this Agreement being extended or renewed in the future.
4. Modifications. Any amendments or modifications shall be in rvriting signed by both parties.
5. Compensation. County shall compensate Contractor for the performance of the Services in a sum
computed and payable as set forth in -ExtrihiU!. The performance of the Services under this Agreement shall not
exceed $ I 50,000. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside
of normal business hours-
a. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a
proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent, tasks
performed, who performed each task and such other detail as Count-v may request. lf County is not satisfied with the
completeness of a submitted invoice, County may request Contractor either revise the invoice or provide additional
information.
All invoices must be delivered as follows to ensure proper payment:
Brent McFall
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b. If, prior to payment of compensation or reirnbursement 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 Counfy
shall have no obligation to make such payment. I( at any time during the term or after termination or expiration of
this Agreement, Counfy reasonably determines that any payment made by County to Contractor 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, Contractor shall forthwith return such payment(s) to County. Upon termination or
expiration ofthis Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to Counfy.
compensation.
No additional services or work performed by Contractor shall be the basis for additional
d. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor
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.
e. Nofwithstanding anything to the contrary contained in this Agreement, County shall have no
obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after
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Service Arvard Agreement lll6
Decenrber3l ofanyyear,withoutanappropriationthereforbyCountyinaccordancewithabudgetadoptedbythe
Board of County Commissioners in compliance with A*icle 25, title 30 of the Colorado Revised Statutes, the Local
Covernment Budget Law (C.R.S. 29-l-l0l et. seq.) and the TABOR Amendment (Colorado Constitution, Article X,
Sec. 20)"
6. Subcontractors. The Contractor shall be responsible for the acts and omissions of its agents, employees and
subcontractors.
7. Insurance. Contractor agrees to provide and mainfain 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. Contractor is not entitled to workers' compensation benefits except as provided by
the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided
by Contractor or some other entity.
lndemnification, Governmental lmmunitv and No Third Parry Beneficiaries.
a. The Contractor shall indemnify and hold harmless County, and any of its officers, agents and
employees against any losses, claims, damages or liabilities for which County rnay become subject to insofar as any
such losses, clairns, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any
performance or nonperformance by Contractor or any of its subcontractors hereunder; and Contractor 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 undersland and agree that the Counfy 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 Covemmental 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 Counfy enables Contractor to perform the Services for the public and County shall have no
responsibility therefor. Because Contractor 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. Documents. Documents and materials prepared by Contractor during the term of this Agreement shall be
provided to County upon request and County shall have the right at no additional cost, to copy, use, re-use, publish,
display, the documenls and materials and prepare derivative works.
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)
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when transmitted via e-mail with confrrmation of receipt. Either parry may change its address for purposes of this
paragraph by giving five (5) days prior written notice ofsuch change to the other party.
COUNTY:
Eagle County, Colorado
Attention: Brent McFall
500 Broadway
Post Office Box 850
Eagle, CO 81631
Telephone: 970-328-8604
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CONTRACTOR:
Vail Valley Partnership
Attention: Chris Romer
PO Box I 130
Vail, CO 81658
q1orpe11g4.y1rlltv_g j.l 11*3 i le.:1.p"91111
I L Terminattgp. Counry 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 wriften notice to the
Contractor. County shall pay Contractor only for Services satisfactorily performed to the date of termination.
12. I4enCilg1tfdlgJign".gnd*A.gS[gab-l.C-l,Eq. Any and all claims, disputes or controversies related to this
,dgreement, 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. Exscutiqn by* QB.uIrteryartsi-E.lggggQiq_5ig[ Igt This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall constifute one and the same
instrument. The parties approve the use of electronic signatures for execution of this Agreem€nt. 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 docurnents must be properly notarized, if applicable. All use of
electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-7 | .3-l0l to l 2 I .
14.Other Contract Reggirements and Contractor Representations.
a. Contractor 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. Contractor shall
perform the Services in a skillful, professional and competent manner and in accordance with the standard of care,
skill and diligenee applicable to contractors performing similar services. Contactor shall comply with the highest
standards of custorner service to the public. Contractor shall provide appropriate supervision to its employees to
ensure the Services are performed in accordance with this Agreernent. This paragraph shall survive termination of
this Agreement.
b. Contractor 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.
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Service Award Agreement l.f l6
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 Contractor except
that ofindependenl contractor. Contractor shall have no authoriry to bind County.
d. Contractor shall comply with any and all applicable laws, codes, rules and regutations and that is
personnel are duly licensed, ifrequired, to perform the Services in Colorado.
e. This Agreement contains the entire agreement between the parties with respect to the subject
matter hereofand supersedes all other agreem€nts or understanding between the parties with respect thereto.
f, Contractor 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.
C. No failure ordelay by either party in the exercise of any right heieundershall constitute awaiver
thereof. No waiver ofany breach shall be deemed a waiver ofany preceding or succeeding breach.
h, The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the
validiry 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 Contractor has no
beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the
Services and Contractor shall not employ any person having such known interests.
j. The Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms
under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to
federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this
Agreement.
k. Contractor acknowledges that it is prohibited from using Eagle County funds to provide certain
public benefits to undocumented individuals pursuant to C.R.S. 24.76,5-l0l et. seq.
l. Contractor shall comply at all times and in all respects with atl 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 Actconceming discrimination on the basis of race, color, gender, sex, sexual orientation, age,
religion, national origin or disability.
m. Contractor 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. Contractor shall be subject to
financial audit by county auditors or their designees. Contractor authorizes County to perform audits or to make
inspections during normal business hours, upon 48 hours' notice to Contractor for the purpose of evaluation its
performance under this Agreement. Contractor shall cooperate fully with County.
The recitals set forth aboye are incorporated herein by reference.
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As used in this Section 15, the term undocumented individual will refer to those individuals from foreign countries
not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq.lf Contractor has any employees or
subconlractors, Confractor shall comply with C.R.S.8-17.5-101, et. seq., and this Agreement. By execution of this
Agreement, Contractor certifies that it does not knowingly employ or contract with an undocumented individual
who will perform under this Agreement and that Contractor will participate in the E-verifu Program or other
Departmsnt of Labor and Employment program ("Department Program") in order to confirm the eligibility of all
employees rvho are newly hired for ernployment to perform Services under this Agreenrent.
a. Contractor shall not:
Knowingly employ or contract with an undocumented individual to perform Services
under this Agreement; or
Enter into a subcontract that fails to certiry to Contractor that the subcontractor shall not
knowingly employ or contract with an undocumented individual 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 Services under this Agreement through participation in the E-Veriff Program or Department
Program, as administered bythe United States Departmentof Homeland Security. lnformation on applying forthe
E-verif, program can be found at:
l1lp.,/J-w-rv"g,glt,nei$;Uqypp11nrcgrarnEi{it"_l l$l?21"f"/Ef,ii[,tht:ir
c. Contractor shall not use either the E-veri$ program or other Department Program procedures to
undertake pre-employment screening ofjob applicants while the public contract for services is being performed.
d. If Contractor obtains actual knowledge that a subcontractor performing work under the public
contract for services knowingly employs or contracts rvith an undocumented individual, Contractor shall be required
toi
ll.
Notiry the subcontractor and County within three (3) days that Contractor has actual
knowledge that the subcontractor is employing or contracting with an undocumented
individual; and
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 undocumented individual; except that
Contractor shall not terminate the contract with the subcontractor if during such three (3)
days the subcontractor provides information to establish that the subcontractor has not
knowingly employed or contracted with an undocumented individual.
e. 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-r7.5-102(s).
f. lf Contractor violates these prohibitions, County may terminate the Agreement for breach of
contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor
shall be liable for actual and consequential damages to County as required by law.
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g. County will noti$r the Colorado Secretary of State if Contractor violates this provision of this
Agreement and Counfy terminates the Agreement for such breach.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above.
COUNTY OF EAGLE, STATE OF COLORADO, By and
Through lts BOARD OF COUNTY COMMISSIONERS
Aftest:
., fu4\7,7-,t
rear< l. simont"" cfrr, ii'fi" e*rd
printName: {h;: {ov^t-t{
rx l\ | r F^ritle: Hw-sl#er;t t LVU
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EXHIBITA
SCOPE OF SERVICES, SCHEDULE, FEES, REPORTING REQUIREMENTS
I. SCOPE OF SERVICES
A" CONTRACTOR SHALL PERFORM OR PROVIDE THE FOLLOWING SERVICES OR
PROGRAMS TO TI-IE PUBLIC;
VVP will serye as the County's Economic Development partner. As such, VVP will maintain
regular communication with the county manager regarding economic development activities to
include regular communication consisting of at least one meeting or call per month. VVP will
actively participate in county meetings, whether with staffor board of commissioners, rvhere
economic development matters and strategies are being discussed.
All services are to be provided through this scope of work regardless of business membership in VVP.
l.Strategic Plan
1.1. Update Eagle Counly Economic Development Plan timeline and tactics and
subrnit to BoCC.
l.l.l. Targetdate: February 29,2A16.
1-2. Engage 2016 Vail Valley Economic Development Advisory Council
1.2.1. Quarterly Meetings: Feb.4, April 14, July 14, Oct. 6 (3 * 5 p.m.)
1.2.2. Engage members in Business Retention & Expansion activities
1.3. Convene public/private stakeholders as needed to address Systemic issues
addressed in Economic Development Plan:
I .3. I . Broadband, Health Care, Transportation, Education, Housing,
environmental standards for public ED incentives, regional ethics/collaboration
agreement, new financing toolslfunds etc.
Core Economic Development Services
2.1. Provide single point of contact for all economic development related inquiries
valleywide.
2.1.1 . Respond to all requests for information within 24 hours.
' Metrics:
o # of inquiries
o Type of inquiry
o Time Spent ( in hours)
o Customer Satisfaction Survey Results (sent 2 days after each
interaction)
2.2. lmplementation of SmartBusiness Eagle County Business Retention &
Expansion Network. Such contacts shall gather feedback from the businesses as
to: major issues facing existing businesses/employers, ability to recruit and
retain employees, ability to find suitable office/business/industriallbommercial
space, availability of sufficient infrastructure and utilities including broadband
services, adequacy of transportation (air, rail, vehicular) to move employees or
freight, other employer concerns and suggestions for improvement in business
climate. Such information to be utilized to formulate strategies for business
retention, development, growth and attraction of new business.
2.2.1. 2016 Program Goal; 200 BR&E Visits in 2016.
. Program Metrics:
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t.
o # of Business Visits Annually and All Time
o # Cenerated Referrals
o # Successfully Closed Referrals
o Time Spent (in hours)
2-7.2. A summary report of business retention findings shall be reported to the BoCC
on a seasonal basis.
3. MyPartner Career Network
] t
,t;"lll?liil"1oal:
crow awareness, use and efficacy of MyPartner Career Network
o # of Participating Businesses
o # of Network Initiations (uses)
o # of Individual Employers Served
o # of Repeat Employers Served
o Time to Hiring (days from initial contact)
o Retention Rate of hires associated with the program
4. Research & Data Products
4.1. QuarterlyEconomiclndicators
4.2. Annual county-wide Economic Indicator & Demographic Report
4.3. Annual Workforce Survey
4.4. Annual Trackins of Economic Health lndicators
5. Memberships & Regional Collaboration
5.l. IndustryMemberships
5.1.1. EDCCMembership
5.1.2. Vail Board of Realtors Affiliate Membershio
5.1,3. Metro Denver Chamber of Commerce
5.2. RegionalCollaboration
5.2.1. ColoradoCompetitiveCouncil
5.2.2. NWCCOG Economic Development
5.2.3. Colorado OfTice of Economic Development &lnternational Trade
5.2.4. Rural Workforce Consortium
b. CONTRACTOR SHALL COMPLY WITH THE FOLLOWING SCHEDULE OR MILESTONES
IN PERFORMANCE OF THE SERVICES:
Quarterly meetings with the Economic Development Advisory Council on Feb. 4, April 14, July
14 and Oct. 6.2A16
2, FEES
Vail Valley Partnership shall invoice the county on a quarterly basis in March, June, September and
December for services rendered based upon one quarter ofthe contract amount.
3. CONTRACTOR SHALL BE REQUIRED TO SUBMIT THE FOLLOWINC REPORTS TO COUNTY:
Report to and meet with the County Manager monthly to report on activities associated with this
contract. Consult with the County Manager as needed on response to referrals or requests for
business assistance.
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Provide a written report quarterly to the BoCC consisting of updated activities and prograrnming
efforts with a synopsis of activities and associated feedback and leamings that can be utilized to
focus WP's economic developrnent efforts.
Meet with the BoCC quarterly to update on activities of the previous quarter and anticipated activities
for the next quarter under this contract. Additionally,-VVP will share ls assessment of the hcal Eagle
County econorny, trends, concerns, and opportunities based on assochted research within this scope as
well as advisory councilandbusiness community feedback.
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