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
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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)
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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.
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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.
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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
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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
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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
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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
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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
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