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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