HomeMy WebLinkAbout2022-54 a Resolution of the Vail Town Council Approving a Professional Services Agreement for Lobbying Services with Squire Patton Boggs and an IGA with the Town of Avon and Eagle CountyRESOLUTION NO.54
SERIES 2022
A RESOLUTION OF THE VAIL TOWN COUNCIL APPROVING A
PROFESSIONAL SERVICES AGREEMENT FOR LOBBYING
SERVICES WITH SQUIRE PATTON BOGGS, AND AN
INTERGOVERNMENTAL AGREEMENT WITH THE TOWN OF AVON,
AND EAGLE COUNTY
WHEREAS, the Town, in conjunction with the Town of Avon and Eagle County,
wishes to hire Squire Patton Boggs to provide federal lobbying services.
NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF VAIL:
Section 1. The Agreement for Professional Services with Squire Patton Boggs
and the Intergovernmental Agreement with the Town of Avon and Eagle County is hereby
approved in substantially the form attached hereto, subject to approval by the Town
Attorney. Upon such approval, the Town Council authorizes the Mayor to execute the
same on behalf of the Town.
INTRODUCED, READ, APPROVED AND ADOPTED THIS 151h day of November,
2022.
K LangQd; fi ayor
ATTEST:
Stephanie Bibbens, Town Clerk
1111012022
HTTPSJNAILCOGOV.SHAREPOINT.COM/SITES/TOVFILESHARFJSHARED DOCUMENTS/TOV FILES/DTWCOUNCIL
MEMOS/PATTON BOGGS RES 54.DOCX
AGREEMENT FOR PROFESSIONAL SERVICES
with
Squire Patton Bom
and INTERGOVERNMENTAL AGREEMENT
among Vail, Avon and the Countv of Eagle
THIS AGREEMENT is made and entered into on November 15, 2022, by and among the Town
of Vail, 75 South Frontage Road, Vail, Colorado 81657, a Colorado home rule municipal
corporation ("Vail"), the Town of Avon, 100 Mikaela Way, Avon, CO 81620, a Colorado home
rule municipal corporation ("Avon'), and the County of Eagle, Colorado, 500 Broadway, P.Q.
Box 850, Eagle, CO 81631 ("Eagle County") (collectively referred to as the "Client") and Squire
Patton Boggs, (US) LLP, with a principal place of business at 717 17th Street, Suite 1825, Denver,
Colorado, 80202 ("Contractor") (each individually a "Party" and collectively the "Parties").
WHEREAS, Client desires to partner on representation by Contractor and share costs for
Contractor;
WHEREAS, the Client requires professional services for Federal Public Policy Advocacy
Services; and
WHEREAS, Contractor held itself out to the Client as having the requisite expertise and
experience to perform the required professional services.
NOW, THEREFORE, for the consideration hereinafter set forth, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:
I. SCOPE OF SERVICES
A. Contractor shall furnish all labor and materials required for the complete and
prompt execution and performance of all duties, obligations, and responsibilities which are
described or reasonably implied from the Scope of Services set forth in Exhibit A, attached hereto
and incorporated herein by this reference.
B. A change in the Scope of Services shall not be effective unless authorized as an
amendment to this Agreement. If Contractor proceeds without such written authorization,
Contractor shall be deemed to have waived any claim for additional compensation, including a
claim based on the theory of unjust enrichment, quantum merit or implied contract. Except as
expressly provided herein, no agent, employee, or representative of the Client is authorized to
modify any term of this Agreement, either directly or implied by a course of action.
II. TERM AND TERMINATION
Professional Services Agreement with Squire Patton Boggs and
iGA Among Eagle County, Vail and Avon
November A, 2022
Page 1 of 9
A. This Agreement shall commence on the Effective Date, and shall continue until
December 31, 2022, unless sooner terminated by Contractor or Client, or by any of the individual
Parties that comprise the Client, as provided herein.
B. Any Party may terminate this Agreement upon 7 days advance written notice to all
other Parties. Upon termination by any individual Party comprising the Client, Section III,
Compensation, shall be amended accordingly. The Client shall pay Contractor for all work
previously authorized and completed prior to the date of termination, on a pro rata basis. if,
however, Contractor has substantially or materially breached this Agreement, the Client shall have
any remedy or right of set-off available at law and equity. Likewise, if the Client has substantially
or materially breached this Agreement, the Contractor shall have any remedy available at law and
equity.
III. COMPENSATION
A. In consideration for the completion of the Scope of Services by Contractor, the
Client shall pay Contractor an amount not to exceed $15,000 for 2022. This maximum amount
shall include all fees, costs and expenses incurred by Contractor, and no additional amounts shall
be paid by the Client for such fees, costs and expenses. Contractor shall be paid $10,000 per month
within 30 days of receipt of an invoice after services for that month have been performed.
B. Vail, Avon and Eagle County agree to contribute as follows:
1. Vail: $3,333.33 per month; $5,000.00 in 2022 total.
2. Avon: $3,333.34 per month; $5,000.00 in 2022 total.
Eagle County: $3,333.33 per month; $5,000.00 in 2022 total.
C. Avon agrees to receive the compensation contributions from Vail and Avon and
pay the Contractor in accordance with this Agreement.
D. Contractor agrees to charge $10,000 per month through 2023. Client and
Contractor agree that the monthly retainer rate will be re-evaluated in 2023 for the 2024 calendar
year. Any change in the monthly retainer rate shall be subject to mutual agreement in writing of
Client and Contractor.
E. Notwithstanding the maximum amount specified in this Section, Contractor shall
be paid only for work performed.
F. Notwithstanding the potential total payment to Contractor of $15,000 in 2022, Vail,
Avon and Eagle County are each responsible only for their maximum contribution as set forth in
subsection B. There shall be no joint and several liability among the individual Parties that
Professional Services Agreement with Squire Patton Boggs and
IGA Among Eagle County, Vail and Avon
November 4, 2022
Page 2 of 9
comprise the Client. Contractor's ability to collect fees from each Party is limited as set forth in
subsection B.
I ►•�� � :Z�]_�I �Xy [i]�l� � ;7 �y Z�]►�9 I :3111 Y 11.1
A. Contractor hereby warrants that it is qualified to assume the responsibilities and
render the services described herein and has all requisite corporate authority and professional
licenses in good standing, required by law.
B. The work performed by Contractor shall be in accordance with generally accepted
professional practices and the level of competency presently maintained by other practicing
professional firms in the same or similar type of work in the applicable community. The work and
services to be performed by Contractor hereunder shall be done in compliance with applicable
laws, ordinances, rules and regulations.
C. The Client's review, approval or acceptance of, or payment for any services shall
not be construed to operate as a waiver of any rights under this Agreement or of any cause of action
arising out of the performance of this Agreement.
D. Because the Client has hired Contractor for its professional expertise, Contractor
agrees not to employ subcontractors to perform any work under the Scope of Services.
VI. INDEPENDENT CONTRACTOR
Contractor is an independent contractor. Notwithstanding any other provision of this
Agreement, all personnel assigned by Contractor to perform work under the terms of this
Agreement shall be, and remain at all times, employees or agents of Contractor for all purposes.
Contractor shall make no representation that it is an employee of any jurisdiction comprising the
Client for any purposes.
VII. INSURANCE
A. Contractor agrees to procure and maintain, at its own cost, a policy or policies of
insurance sufficient to insure against all liability, claims, demands, and other obligations assumed
by Contractor pursuant to this Agreement. At a minimum, Contractor shall procure and maintain,
and shall cause any subcontractor to procure and maintain, the insurance coverages listed below,
with forms and insurers acceptable to the Client.
Worker's Compensation insurance as required by law.
2. Commercial General Liability insurance with minimum combined single
limits of $1,000,000 each occurrence and $2,000,000 general aggregate. The policy shall
be applicable to all premises and operations, and shall include coverage for bodily injury,
broad form property damage, personal injury (including coverage for contractual and
employee acts), blanket contractual, products, and completed operations. The policy shall
contain a severability of interests provision, and shall include each Party that comprises the
Client and each Party's respective officers, employees, and contractors as additional
Professional Services Agreement with Squire Patton Boggs and
IGA Among Eagle County, Vail and Avon
November 4, 2022
Page 3 of 9
insureds. No additional insured endorsement shall contain any exclusion for bodily injury
or property damage arising from completed operations.
3. Professional Iiability insurance with minimum limits of $I,000,000 each
claim and $1,000,000 general aggregate.
C. Such insurance shall be in addition to any other insurance requirements imposed by
law. The coverages afforded under the policies shall not be canceled, terminated or materially
changed without at least 30 days prior written notice to the Client. In the case of any claims -made
policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain
such continuous coverage. Any insurance carried by the Client, its officers, its employees, or its
contractors shall be excess and not contributory insurance to that provided by Contractor.
Contractor shall be solely responsible for any deductible losses under any policy.
D. Contractor shall provide to the Client a certificate of insurance as evidence that the
required policies are in full force and effect. The certificate shall identify this Agreement.
VIII. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless each Party that comprises the Client and
that Party's respective officers, insurers, volunteers, representative, agents, employees, heirs and
assigns from and against all claims, liability, damages, losses, expenses and demands, including
attorney fees, on account of injury, loss, or damage, including without limitation claims arising
from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other
loss of any kind whatsoever, which arise out of or are in any manner connected with this
Agreement if such injury, loss, or damage is caused in whole or in part by, the act, omission, error,
professional error, mistake, negligence, or other fault of Contractor, any subcontractor of
Contractor, or any officer, employee, representative, or agent of Contractor, or which arise out of
a worker's compensation claim of any employee of Contractor or of any employee of any
subcontractor of Contractor. Contractor's liability under this indemnification provision shall be to
the fullest extent of, but shall not exceed, that amount represented by the degree or percentage of
negligence or fault attributable to Contractor, any subcontractor of Contractor, or any officer,
employee, representative, or agent of Contractor or of any subcontractor of Contractor. If Contractor
is providing architectural, engineering, surveying or other design services under this Agreement, the
extent of Contractor's obligation to indemnify and hold harmless the Client may be determined only
after Contractor's liability or fault has been determined by adjudication, alternative dispute resolution
or otherwise resolved by mutual agreement between the Parties, as provided by C.R.S. § 13-50.5-
102(8)(c).
IX. MISCELLANEOUS
A. Governine Law and Venue. This Agreement shall be governed by the laws of the
State of Colorado, and any legal action concerning the provisions hereof shall be brought in Eagle
County, Colorado.
Professional Services Agreement with Squire Patton Boggs and
ICA Among Eagle County, Vail and Avon
November 4, 2022
Page 4 of 9
B. No Waiver. Delays in enforcement or the waiver of any one or more defaults or
breaches of this Agreement by the Client shall not constitute a waiver of any of the other terms or
obligations of this Agreement.
C. integration. This Agreement constitutes the entire agreement among the Parties,
superseding all prior oral or written communications.
D. Third Parties. There are no intended third -party beneficiaries to this Agreement.
E. Notice. Any notice under this Agreement shall be in writing, and shall be deemed
sufficient when directly presented or sent pre -paid, first class United States Mail to the Party at the
address set forth on the first page of this Agreement. Any notice to the Client must be sent
simultaneously to each Party that comprises the Client.
F. Severability. If any provision of this Agreement is found by a court of competent
jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall
remain in full force and effect.
G. Modification. This Agreement may only be modified upon written agreement of
the Parties.
H. Assignment. Neither this Agreement nor any of the rights or obligations of the
Parties hereto, shall be assigned by any Party without the written consent of the others.
I. Governmental Immunity. Vail, Avon and Eagle County, each individually, and
their respective officers, attorneys and employees are relying on, and do not waive or intend to
waive by any provision of this Agreement, the monetary limitations or any other rights,
immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24-
10-101, et seq., as amended, or otherwise available to each respective jurisdiction comprising the
Client and their respective officers, attorneys or employees.
J. Rights and Remedies. The rights and remedies of the Client and the Contractor
under this Agreement are in addition to any other rights and remedies provided by law. The
expiration of this Agreement shall in no way limit the Client's or the Contractor's legal or equitable
remedies, or the period in which such remedies may be asserted, for work negligently or
defectively performed.
K. Subiect to Annual Appropriation. Consistent with Article X, § 20 of the Colorado
Constitution, any financial obligation of Vail, Avon and Eagle County not performed during the
current fiscal year is subject to annual appropriation, shall extend only to monies currently
appropriated by each respective jurisdiction comprising the Client, and shall not constitute a
mandatory charge, requirement, debt or liability beyond the current fiscal year.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first set
forth above.
Professional Services Agreement with Squire Patton Boggs and
IGA Among Eagle County, Vail and Avon
November 4, 2022
Page 5 of 9
TOWN OF VAIL, COLORADO
Russ Forest, Town Manager
001 WI S
Tammy Nagel, Town Clerk
APPROVED AS TO FORM:
Matthew Mire, Town Attorney
Professional Services Agreement with Squire Patton Boggs and
ICA Among Eagle County, Vail and Avon
November 4, 2022
Page 6 of 9
TOWN OF AVON, COLORADO
Eric Heil, Town Manager
ATTEST:
Patty McKenny, Town Clerk
APPROVED AS TO FORM:
Karl Hanlon, Town Attorney
Professional Services Agreement with Squire Patton Boggs and
IGA Among Eagle County, Vail and Avon
November 4, 2022
Page 7 of 9
COUNTY OF EAGLE, COLORADOI
Jeff Shroll, County Manager
APPROVED AS TO FORM:
Bryan Treu, Eagle County Attorney
CONTRACTOR
STATE OF COLORADO }
ss.
COUNTY OF }
The foregoing instrument was subscribed, sworn to and acknowledged before me this
day of , 2022, by as
of
My commission expires:
(S E A L)
Notary Public
Professional Services Agreement with Squire Patton Boggs and
IGA Among Eagle County, Vail and Avon
November 4, 2022
Page 8 of 9
EXHIBIT A
SCOPE OF SERVICES
See Proposal for Federal Public Policy Advocacy Services dated April 2022.
Professional Services Agreement with Squire Patton Boggs and
IGA Among Eagle County, Vail and Avon
November q, 2022
Page 9 of 9