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HomeMy WebLinkAboutC17-005 Vail Valley Partnership AGREEMENT BETWEEN EAGLE COUNTY,COLORADO AND Vail Valley Partnership THIS AGREEMENT ("Agreement") is effective as of the 3.8d day of January, 2017 by and between Vail Valley Partnership, a Colorado Nonprofit Corporation (hereinafter "Contractor") and Eagle County, Colorado, a body corporate and politic (her einafter"County"). RECITALS WHEREAS, Contractor will serve as the County's Economic Development partner regarding economic development activities and opportunities ill Eagle County and will provide the Services outlined lx. dow,and WHEREAS, the parties acknowledge and agree that the Services (defined lx. dow) promote the health, safety 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 to perform the Services oil its own and County has, therefore, elected to compen sate Contractor to perform the Services for the pub]ic to fu I fi I I all important pub]ic purpose,and WHEREAS, compensation paid by County to Contractor enables Contractor to perform the Services for the public and County shall have no responsibility for the performance of the Services;and WHEREAS, County desires to enter into this Agreement with Contractor for the performance of the Services toy 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 ill the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below ill paragraph I hereor,and WHEREAS, this Agreement shall govern the relationship between Contractor and County ill connection with the Services. AGREEMENT NOW,THEREFORE, ill consideration of the foregoing and the following promises Contractor and County agree as follows: 1. Services or Work. Contractor agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the services or work described ill Exhibit A ("Services" or "Work") which is attached hereto and incorporated herein by reference. The Services shall lxxN performed ill accordance with the provisions and conditions of this Agreement. a. Contractor agrees to furnish the Services and reports or other information required by County ill accordance with the schedule established ill Exhibit A. If no schedule is specified ill Exhibit A, then Contractor agrees to furnish the Services to the public ill 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. C17-005 b. ID the eveDt of aDy coDflict or iDcoDsisteDcy lxxtweeii the terms aDd coDditioDs set forth iD Exhibit A aDd the terms aDd coDditioDs set forth iD this AgreemeDt, the terms aDd coDditioDs set forth iD this Agreemelit shall prevail. 2. Comity's Represelitative. The AdmiDistratioD DepartmeDt's desigDee shall be CoDtractor's coDtact with respect to this AgreemeDt aDd performaDce of the Services. 3. Term of the AgreemeDt. This AgreemeDt shall commeDee upoll the date first writteD above, aDd subJect to the provisioDs of paragraph I I hereof, shall coDtiDue iD full force aDd effect through the 31st day of December, 2017. Cowity makes Do represeDtatioDs coDcerDiDg the possibility of future AgreemeDts with CoDtractor aDd CoDtractor should Dot rely oD this AgreemeDt behig exteDded or reDewed iD the future. 4. ModificatioDs. ADy ameDdmeDts or modificatioDs shall be iD writhig sigDed by both parties. S. CompeDsatioD. Comity shall compeDsate CoDtractor for the performaDce of the Services iD a sum computed aDd payable as set forth iD Exhibit A. The performaDce of the Services LiDder this AgreemeDt sliall not exceed $150,000. CoDtractor shall riot be eDtitled to bill at overtime aDd/or double time rates for work dobe outside of Dormal busiDess hours. a. PaymeDt will be made for Services satisfactorily performed withiD thirty (30)days of receipt of a proper aDd accurate hivoice from CoDtractor. All hivoices shall hiclude detail regardiDg the hours speDt, tasks performed, who performed each task aDd such other detail as Cowity may request. If Comity is Dot satisfied with the completeDess of a submitted hivoice,Cowity may request CoDtractor either revise the hivoice or provide additioDal i D for i na ti o D. All hivoices must lxx,delivered as follows to eDsure proper paymeDt: BreDt McFall h.ne n.I i vc l aVV@e:ag V e.c..0 U.I.I.ty.U S b. If, prior to paymeDt of compeDsatiOD or reimbursemeDt for Services but after submissioll to Comity of a request therefore by CoDtractor, Comity reasoDably determiDes that paymeDt as requested would IX. , improper because the Services were riot performed as prescribed by the provisioDs of this Agreemelit, the Coulity shall have Do obligatioD to make such paymeDt. If, at aDy time durhig the term or after termiDatioD or expiratioD of this AgreemeDt, Cowity reasoDably determiDes that aDy paymeDt made by Coulity to CoDtractor was improper because the Services for which paymeDt was made were Dot performed as set forth iD this AgreemeDt or purposes for which paymeDt was made were misrepreseDted, theD upoll writteD Dotice of such determiDatioD aDd request for reimbursemeDt from Cowity, CoDtractor shall forthwith returD such paymeDt(s) to Cowity. Upoll termillatioll or expiratioD of this AgreemeDt, LiDexpeDded fuDds advaDeed by Comity, if aDy,shall forthwith be returDed to COL111ty. C. No additioDal services or work performed by CoDtractor shall be the basis for additioDal compeDsatioD. d. Comity will Dot withhold aDy taxes from moDies paid to the CoDtractor hereuDder aDd CoDtractor agrees to be solely respoDsible for the accurate reporthig aDd paymeDt of aDy taxes related to paymeDts made pursuaDt to the terms of this AgreemeDt. e. NotwithstaDdiDg aDythiDg to the coDtrary coDtaiDed iD this AgreemeDt, Cowity shall have Do obligatioDs miler this AgreemeDt after, iior shall aDy paymelits be made to C011tractor iD respect of aDy period after 2 Service Award Agreernem 1/17 Decemixx,r 31 of any year, without all appropriation therefor by County ill accordance with a budget adopted by the Board of County Commissioners ill compliance with 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, See. 20). 6. Subcontractors. The Contractor shall lxx, responsible for the acts and omissions of its agents,employees and subcontractors. 7. Insurance. Contractor agrees to provide and maintain 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. 8. Indemnification,Governmental Immunitv and No Third Part v 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 may become subJect to insofar as any such losses,claims, damages or liabilities arise out of,directly or indirectly, this Agreement, or are based upoll ally 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 ill 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 understand and agree that the County is relying oil, 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 Governmental 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 ill 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 ill paragraph S. Such compensation by County enables Contractor to perform the Services for the public and County shall have llo 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 ill 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 llo additional cost, to copy, use, re-use, publish, display, the documents and materials and prepare derivative works. M. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or(ii)when mailed ill 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 Ix. dow, or(iv) 3 Service Award Agreernent 1/17 when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5)days prior written notice of such 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 h.ne n.I i vc fa I I @�.e Lt g I e.c..0 U.I.I.ty.U S .......... CONTRACTOR: Vail Valley Partnership Attention:Chris Romer PO Box 1130 Vail,CO 81658 It. Termination. County may terminate this Agreement, in whole or in part, at any time and for ally reasoll, with or without cause, and without penalty therefor with seven (7) calendar days' prior written notice to the Contractor. County shall pay Contractor only for Services satisfactorily performed to the date of termination. 12. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall lxx, 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. Execution bV Counterparts•, Electronic Sianatures. This Agreement may be executed in two or more COUllterparts, each of which shall be deemed all original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. 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 all authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act,C.R.S. 24-71.3-101 to 12.1. 14. Other Contract Reouirements and Contractor Representations. a. Contractor shall lxx, 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, protessional and competent manner and in accordance with the standard of care, skill and diligence applicable to contractors performing similar services. Contactor shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of this Agreement. b. Contractor agrees to work in all expeditious manner, within the sound exercise of itsJudgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. 4 Service Award Agreement 1/17 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 lxxtween County and Contractor except that of independent contractor. Contractor shall have no authority to bind County. d. Contractor shall comply with any and all applicable laws,codes, rules and regulations and that is personnel are duly licensed, if required, to perform the Services in Colorado. e. This Agreement contains the entire agreement between the parties with respect to the subJect matter hereof and supersedes all other agreements 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. 9. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. h. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. i. The signatories to this Agreement aver tat 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 perliury 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. 24.76.5-1111 el. seq. 1. Contractor shall comply at all times and in all respects with all applicable federal, state and local laws, resolutions and codes; and specifically, with the requirements of the Civil Rights Act of 19(A, and Section 504 of the Rehabilitation Act concerning discrimination on the basis of race,color, gender, sex, sexual orientation, age, religion, national origin or disability. in. 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 lxx, 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. 11. The recitals set forth above are incorporated herein by reference. 5 Service Award Agreernent 1/17 15. Prohibitions on Government Contracts. As used in this Section 15, the term undocumented individual will refer to those individuals Brom foreign countries not legally within the United States as sit forth in C.R.S. 8-17.5-101, el. seq. If Contractor has any employees or subcontractor's, Contractor shall comply with C.R.S. -17.5 101, el. seq., and this Agreement. By execution of this Agreement, Contractor certifies that it clues not knowingly employ or contract with an undocumented individual. who willperform under this Agreement and that Contractor will participate in the P veriBy 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 Services under this Agreement. w. Contractor shall not: i_ lKnowingly employ or contract with an undocumented individual to perform Services under this Agreement,or ii. Entergy into a subcontract that fails to cer'tif'y to Contractor that the subcontractors 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-Verify Program or Department Program, as administered by the United States Department of'Homeland Security. Information on applying for the E-veri f y program can be found at: f�rtt wrvwrvwrv.a�lf�s. ov x rev rot ro rrwwrs BB 3 : B67 BSll.slrrtrn c^. Contractor shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening of fob 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 with an undocumented individual,Contractor shall 1Xe required to: i_ Notify 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 ii_ Terminate the subcontract with the subcontractor if within three (3)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. 8-17.5-102(5). 6 Service Award Agreernerrt 1/17 B. If 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. 9. County will notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and County 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 Its BOARD OF COUNTY COMMISSIONERS .................... .. ................ By: ...................... . . . . . . . . . . Jeanne McQueeney,Chair Attes,t - ........................ By: Regina O'Brien,Clerk to the Board COJTPAC 7;93 R- ..................................... Print Name: Chris Romer . . . . . . . . . . Title: President &CEO 7 Service Award Agreement 1/17 EXHIBIT A Vail Valley vast valley AAO Economic Development Vail Valley Economic Development The updated Eagle County Economic Development plan was approved and adopted by the Board of County Commissioners in February, 2016. Vail. Valley Partnership, through Vail Valley Economic Development, leads countywide implementation of this plan in partnership with Eagle County Government, local municipalities, and special districts, providing a public/private bridge to better- service business needs and encouna e local economic vitality. To promote the long-term economic health of Eagle County and solidify an economic base that is strong, diverse,, and resilient our communities must: 1. Retain and expend current businesses and; 2. Recrt it new businesses. The plan targets 5 Care Objectives to position Eagle Comity's economy for long-term success and to achieve local area Economic health. The five erre objectives are: Goal 1: Goal 2: Goal : Build a Business-Friendly Create and Market an Eagle Retain, Grow Vic. Recruit Eagle County County Business Brand Businesses Goal 4: (goal S: Expend Opportunities in our Provide Support for a Quality Leading Sectors Workforce PO Box 1130, Vad, CO 81658 8 VaiftiteyPartnership.com Vail fteyMeansBusiness.com Visitvaiivaftey.com VailonSale.com EXHIBIT A Vail Valley vast valley AAO Economic Development We provide the following resources and tools to the business community, our municipalities, and prospective businesses looking to start a business in the Vail Valley. Our regional and state-wide focused efforts include a variety of community programming and ensures local representation at, and active participation in, various regional and state-wide fortinrs including the Northwest Colorado Council of Governments economic development district,, Colorado Rural Workforce Consortium, Colorado Office of Economic Development& International.Trade, Economic Development Council. of Colorado, Colorado Tourism Office,Tourism Industry Association of Colorado, Colorado Women's Fomidation, and valid s regional planning sessions and coalitions. This participation ensures Eagle County community Vic: business interests erre represented in an active and professional manner, and ensures local facilitation and coordination of economic development efforts and business community support services. Community Information Corporate Relations Community Relations Repwsitory • Community marketing and. • Monitor andshare the • Provide a single contact conrnitinications needs of local employers for comprehensive with public officials, economic, workforce, • Business Retention Vic: regulatory agencies, infrastructure, and related Expansion educational institutions, and data to support informed others to improve the • Business Vic:Entreprenetrrr��l. business and community business environment support and services decision making • Business Vic:Entrepreneurial Educate the community • Connect businesses to Recruitmentabout the impoilance of nearly all other-resources local employers, in the Vail. Valley quickly businesses, and and easily entrepreneurs to meeting other community needs, so they erre appreciated and supported PO Box 1130, Vad, CO 81658 VaiftiteyPartnership.com Vail fteyMeansBusiness.com Visitvaiivaftey.com VailonSale.com 2 EXHIBIT A Vail Valley vast valley AAO Economic Development 2017 Economic Development Programming We're proud of whatt we've accomplished since taking on and expanding the efforts of the Economic C"otrncil of Eagle Cotinty a few short years go. The core objectives of the Eagle C"otrnty Economic Development Elan remain sound and provide the fotindat:ion for latisiness success in Eagle C"otrnt . We remain mission-focused and take otir responsibility to lead the implementation of the Eagle Cotinty Economic Development plan eery seriously, primarily through specific efforts to retain and expand current latisinesses and recruit new latisinesses to Eagle C"otrnt . Vail Valley Economic Development's proposed 2017 programming and key deliverables are detailed below: 1. Business Retention & Expansion Pro ramming Build-caput of SmartBusiness Eagle County lE1I&E Network • SnaartBtlsiness Eagle Cotinty creates a single point of contact for-latisinesses seeking information alaotrt available assistance and support resources. We're biulding a coordinated network of resource partners that will quickly route local companies to valuable information, available programs, and experience and expertise to help thenar succeed. • SnaartBtlsiness Eagle Cotinty will create a more effective `listening &response' mechanism between local businesses and ptrlalic partners than ever-before in Eagle C"otrnty. The program will ainr to surface needs and opportunities to assist high-value Eagle C"otrnty firms in meeting workforce and other-challenges and in growing their- operations to expand economic opporttinity in Eagle C"otrnty. • This will head to feedback that will drive: • I:ndividtral. Deferrals and • p'octrs dGrotips/Listening Sessions to address identified Systemic Deeds. 1 yPartner Career Network • This program makes it easier-for local businesses to recruit and retain great employees by helping find employment when needed,, for spouses or partners of prospective employees to help their-families better-integrate into otrr-conanatrnit . • MyEartner Career-Network is a point program of Iligh C"otrntry Iltrman Resources association and Vail.Valley Economic Development. 2. General Economic Inquiries Handle all Business Relocation Lead Inquiries and engage all conrnatinities in responding to heads as appropriate. 3. Research & Data Products Qtrarter-ly Economic Indicators Annual. County-wide Economic Indicators Annual Workforce Sttrdy PO Box 1130, Vad, CO 81658 VaiftiteyPartnership.com Vail fteyMeansBusiness.com Visitvaiivaftey.com VailonSale.com 3 EXHIBIT A Vail Valley vast valley AAO Economic Development Annual.Tracking of Economic health Indicators 4. Market an Eagle County Business Brand Market.Eagle County as a place to do business through Colorado's Office of Economic Development.& International Trade's Colorado relocation gtude and state business gtude Develop an in-bound marketing strategy to stipport the btisiness brand Note: identified as ntrrnber one priority by the Econornic Development Advisory COUncil. S. regional Collaboration & Coordination Leadership of Btisiness Detention Vic: Expansion Program Efforts. Ongoing conrrrrtinications with local government partners Provide Eagle Cotinty leadership on NWC"COG Economic Development board Provide Eagle Cotinty leadership on Dtiral Workforce C"onsort:itim hoard Provide Eagle Cotinty leadership with state resource partners including Small Business Development Centel-and Office of Economic Development Vic:International.Trade 017 Economic Development pment Deliverables & Metrics 1. 40btisiness retention &expansion visits in 2017. 2. 40 businesses participating in M Partner Career- Network Vic:tracking of program trtilizat:ion 3. Deliver- on all outlined research and data products 4. handle and track all business assistance ingttir-ies; prospected to be 63 in 2016. S. Develop comprehensive in-bound marketing program PO Box 1130, Vad, CO 81658 VaiftiteyPartnership.com Vail fteyMeansBusiness.com Visitvaiivaftey.com VailonSale.com 4