23.04.01 PSA Commfluent, Inc DocuSign Envelope ID: F0C80A78-E456-468F-A370-A7275A616267
2023 Independent Contractor
AV on Service Agreement
with Commfluent, Inc.
COLORADO
This Independent Contractor Service Agreement("Agreement") dated as of April 1, 2023, is between
the Town of Avon, a Colorado home rule community("Town"), and Commfluent, Inc, a corporation of the
State of Colorado whose business address is 12 Vail Road, Suite 600, Vail, CO 81657 ("Contractor" and,
together with the Town, "Parties").
1. Services: Contractor agrees to provide services ("Services") as described in the proposal
("Proposal") attached hereto and incorporated herein as Exhibit A. To the extent the provisions of this
Agreement conflict with the Proposal, the terms of this Agreement shall control. Contractor shall provide
and complete the Services in a manner consistent with that degree of care and skill ordinarily exercised by
members of the same profession currently practicing under similar circumstances in Colorado. Contractor
hereby warrants that it has the workforce, training, experience, and ability necessary to properly complete
the Services in a safe and timely fashion. Contractor will comply and cause all of its employees, agents,
and subcontractors to comply, with applicable safety rules and security requirements while performing the
Services.
2. Independent Contractor: The Contractor shall perform the Services as an independent
contractor and shall not be deemed by virtue of this Agreement, or any other document attached or
referenced herein, to have entered into any partnership,joint venture, employer/employee, or other
relationship with the Town other than as a contracting party and independent contractor. The Town shall
not be obligated to secure, and shall not provide, any insurance coverage or employment benefits of any
kind or type to or for the Contractor or the Contractor's employees, sub-consultants, contractors, agents, or
representatives, including coverage or benefits related but not limited to: local, state, or federal income or
other tax contributions; insurance contributions (e.g., FICA); workers' compensation; disability, injury, or
health; professional liability insurance, errors, and omissions insurance; or retirement account contributions.
3. Insurance:
3.1. Minimum Amounts. The Contractor shall obtain and shall continuously maintain during the Term
(as defined herein)of this Agreement insurance of the kind and in the minimum amounts specified in this
Section 3.1. The Required Insurance (defined below) shall be procured and maintained with insurers with
an A-or better rating as determined by Best's Key Rating Guide. All Required Insurance shall be
continuously maintained to cover all liability, claims, demands, and other obligations assumed by the
Contractor.
The Contractor shall secure and maintain the following ("Required Insurance"):
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A. Worker's Compensation Insurance in the minimum amount required by applicable law for all
employees and other persons as may be required by law. Such policy of insurance, if any, shall be
endorsed to include the Town as a Certificate Holder.
B. Comprehensive General Liability insurance with minimum combined single limits of One Million
Dollars ($1,000,000.00) for each occurrence and of One Million Dollars ($1,000,000.00) aggregate.
The policy shall be applicable to all premises and all operations of the Contractor. The policy shall
include coverage for bodily injury, broad form property damage (including completed operations),
personal injury (including coverage for contractual and employee acts), blanket contractual,
independent contractors, products, and completed operations. The policy shall contain a
severability of interests provision. Coverage shall be provided on an "occurrence" basis as
opposed to a "claims made" basis. Such insurance shall be endorsed to name the Town as
Certificate Holder and name the Town, and its elected officials, officers, employees, and agents as
additional insured parties.
3.2. Additional Requirements for All Policies. In addition to specific requirements imposed on
insurance by this Section 3. INSURANCE and its subsections, insurance shall conform to all of the
following:
A. For Required Insurance and other insurance carried by Contractor("Contractor Insurance"), all
policies of insurance shall be primary insurance, and any insurance carried by the Town, its
officers, or its employees shall be excess and not contributory insurance to that provided by the
Contractor; provided, however, that the Town shall not be obligated to obtain or maintain any
insurance whatsoever for any claim, damage, or purpose arising from or related to this Agreement
and the Services. The Contractor shall not be an insured party for any Town-obtained insurance
policy or coverage.
B. For Contractor Insurance and Required Insurance, the Contractor shall be solely responsible for
any deductible losses.
C. For Required Insurance, no policy of insurance shall contain any exclusion for bodily injury or
property damage arising from completed operations.
D. For Required Insurance, every policy of insurance shall provide that the Town will receive notice no
less than thirty (30) days prior to any cancellation, termination, or a material change in such policy.
3.3. Failure to Obtain or Maintain Insurance. The Contractor's failure to obtain and continuously
maintain policies of insurance in accordance with this Section 3. INSURANCE and its subsections shall not
limit, prevent, preclude, excuse, or modify any liability, claims, demands, or other obligations of the
Contractor arising from performance or non-performance of this Agreement. Failure on the part of the
Contractor to obtain and to continuously maintain policies providing the required coverage, conditions,
restrictions, notices, and minimum limits shall constitute a material breach of this Agreement upon which
the Town may immediately terminate this Agreement, or, at its discretion, the Town may procure or renew
any such policy or any extended reporting period thereto and may pay any and all premiums in connection
therewith, and all monies so paid by the Town shall be repaid by Contractor to the Town immediately upon
demand by the Town, or at the Town's sole discretion, the Town may offset the cost of the premiums
against any monies due to the Contractor from the Town pursuant to this Agreement.
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3.4. Insurance Certificates. Prior to commencement of the Services, the Contractor shall submit to
the Town applicable certificates of insurance for all Required Insurance. Insurance limits, terms of
insurance, insured parties, and other information sufficient to demonstrate conformance with this Section
3. INSURANCE and its subsections shall be indicated on each certificate of insurance. Certificates of
insurance shall reference the Project Name as identified on the first page of this Agreement. The Town
may request and the Contractor shall provide within three (3) business days of such request a current
certified copy of any policy of Required Insurance and any endorsement of such policy. The Town may, at
its election, withhold payment for Services until the requested insurance policies are received and found to
be in accordance with the Agreement.
4. Payment: Payment for Services shall be due only after the Services are completed to the Town's
satisfaction, which satisfaction shall be determined by the Town in its sole and reasonable discretion, and
after Contractor has submitted an invoice for the amount due complete with the Contractor's taxpayer
identification number or social security number. Town shall pay Contractor within thirty(30) days after an
invoice in proper form is submitted to Town. Invoices shall generally describe the nature of the work
performed and the time spent to the nearly half-hour. Town agrees to pay an amount not to exceed
$70,000, based on $200 per hour, 20 hours per week from April 1, though June 30, and 10 hours per week
for the months of July and August.
5. Town Unilateral Termination: Town may terminate this Agreement without cause upon delivery
of written notice to the Contractor at least ten (10) days prior to the effective date of termination or may
terminate this Agreement immediately upon delivery of written notice if Contractor fails to provide the
Services in accordance with the terms of this Agreement.
6. No Waiver of Governmental Immunity: Nothing in this Agreement shall be construed to waive,
limit, or otherwise modify any governmental immunity that may be available by law to the Town, its officials,
employees, contractors, or agents, or any other person acting on behalf of the Town and, in particular,
governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title
24, Article 10, Part 1 of the Colorado Revised Statutes.
7. Affirmative Action: Contractor will not discriminate against any employee or applicant for
employment because of race, color, religion, sex, or national origin. Contractor will take affirmative action
to ensure applicants are employed, and employees are treated during employment without regard to their
race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following:
employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination;
rates of pay or other forms of compensation; and selection for training, including apprenticeship.
8. No Third-Party Beneficiaries: Nothing contained in this Agreement is intended to or shall create
a contractual relationship with, cause of action in favor of, or claim for relief for, any third-party, including
any agent, sub-consultant, or sub-contractor of Contractor. Absolutely no third-party beneficiaries are
intended by this Agreement. Any third-party receiving a benefit from this Agreement is an incidental and
unintended beneficiary only.
9. Limitation of Damages: The Parties agree that Contractor's remedies for any claims asserted
against the Town shall be limited to proven direct damages in an amount not to exceed payment amounts
for Services due under the Agreement and that the Town shall not be liable for indirect, incidental, special,
consequential or punitive damages, including but not limited to lost profits.
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10. Indemnity: To the fullest extent permitted by law, Contractor shall indemnify, defend and hold
harmless Town, its members, affiliates, officers, directors, partners, employees, and agents from and
against all claims, damages, losses, and expenses, including but not limited to reasonable attorney's fees,
arising out of the performance of the Services, provided that any such claim, damage, loss or expense is
caused by any negligent act or omission of Contractor, anyone directly or indirectly employed by Contractor
or anyone for whose acts Contractor may be liable, except to the extent any portion is caused in part by a
party indemnified hereunder.
11. Governing Law, Venue, and Enforcement: This Agreement shall be governed by and interpreted
according to the law of the State of Colorado. Venue for any action arising under this Agreement shall be
in the appropriate court for Eagle County, Colorado. To reduce the cost of dispute resolution and to
expedite the resolution of disputes under this Agreement, the Parties hereby waive any and all right either
may have to request a jury trial in any civil action relating primarily to the enforcement of this Agreement.
The Parties agree the rule providing ambiguities in a contract are to be construed against the drafting party
shall not apply to the interpretation of this Agreement. If there is any conflict between the language of this
Agreement and any exhibit or attachment, the language of this Agreement shall govern.
12. Term. The provision of Services under this Agreement shall commence on April 1, 2023 (the
"Effective Date") and will terminate on December 31, 2023 (cumulatively, the "Term"); provided, however,
under no circumstances will the Term exceed the end of the current Town Fiscal year(January 1 —
December 31). The Contractor understands and agrees that the Town has no obligation to extend this
Agreement's Term or contract for the provision of any future services, and makes no warranties or
representations otherwise. Notwithstanding the foregoing, the Parties may mutually agree in writing to the
monthly extension of this Agreement for up to twelve (12) consecutive calendar months if such extension is
approved by the Town Council and the Contractor and such extension do not alter or amend any of the
terms or provisions of this Agreement.
13. Article X, Section 20/TABOR. The Parties understand and acknowledge that the Town is subject
to Article X, §20 of the Colorado Constitution ("TABOR"). The Parties do not intend to violate the terms
and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this
Agreement does not create a multi-fiscal year direct or indirect debt or obligation within the meaning of
TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations
of the Town are expressly dependent and conditioned upon the continuing availability of funds beyond the
term of the Town's current fiscal period ending upon the next succeeding December 31. Financial
obligations of the Town payable after the current fiscal year are contingent upon funds for that purpose
being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and
resolutions of Town of Avon, and other applicable laws. Upon the failure to appropriate such funds, this
Agreement shall be terminated.
14. Background Check. A background check of Contractor and any Contractor's employees or
subcontractors may be required by the Town. Contractor can provide proof of a CBI check within the past
six (6) months and shall provide a copy prior to the commencement of any Services (this can be acquired
online by going to www.colorado.gov) or the Town will conduct the background check and provide a
submission form to be completed by the Contractor.
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AGREEMENT READ, UNDERSTOOD, AND APPROVED:
TOWN OF AVON CONTRACTOR
p—DocuSigned by: r—D-ocuSigned by: /I''11
c 4/7/2023 YtS{�ln, (Pittiu 4/7/2023
BY: "-8821B381EC32116 By: \—FFAA.DAR 3F2f14RF
Name: Eric Heil Name: Kristin Kenney Williams
Title: Town Manager Title: President, Commfluent, Inc.
APPROVED AS TO FORM:
cI DocJuSigned by:
AAVJA 4/7/2023
'-C6D8F82D36584F3_.
Karl Hanlon, Town Attorney
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EXHIBIT A: COMMFLUENT PROPOSAL
C rin ir191kleniC
Project Proposal
Prepared for: Eric Heil, Town of Avon Manager/ Patty McKenny, Town of Avon Deputy
Manager
Prepared by: Kristin Kenney Williams, President
March 28, 2023
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EXECUTIVE SUMMARY
14.1. Objective
To build support for the Town of Avon's efforts to create a Downtown Development Authority.
This transformative opportunity for a critical and ever-evolving premier resort community in
the heart of the Eagle River Valley has the potential to make significant strides impacting the
attainable housing crisis and infrastructure needs, including a new public works facility.
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It is both fortuitous and important for Avon to build upon the focus of Eagle County
communities and business leaders on both the crisis housing shortage and climate change
action goals (as well as the recent passage of the Eagle Valley Transportation Authority lending
to transportation solutions and movement of workforce) that dovetail with statewide efforts to
achieve both housing goals and carbon neutrality by mid-century.
As per the background information below, Commfluent is adept at coalition-building,
government relations and elections, community housing advocacy, strategic communications
and media relations. The objective is to build upon strong and professional relationships
between the Town of Avon and business lessees and registered voters within the identified
DDA boundary with enhanced outreach to educate on the merits of a DDA formation,
ultimately translating early outreach work to support for an Aug. 29, 2023 mail-in election.
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Goals
Goals include to build business (anticipate about 60 business lessees), registered voter and
community stakeholder support within the DDA boundary and potentially more broadly with
relevant groups or residents (ie. Vail Valley Partnership, the Eagle County Housing Task Force)
with outreach by facilitating small meetings and potentially larger open houses to present
factual information and/or correct mis-information, as well as gather input that will result in
ballot language that can be supported at an Aug. 29 mail-in election. Building support early-on
can transition to campaign efforts once a question has been determined and a campaign
committee established. Further, to provide local media with factual information via fact sheet
or press release(s) both proactively and reactively.
Solution
Tactics to include key message/presentation development for business and voter outreach
meetings; provision of feedback to Town officials to assist with ballot language; support
letters/talking points; media relations; creation of any necessary communications pieces (ie. a
handout or direct mail piece;) and meeting attendance.
BUDGET
Commfluent proposes $200/hour beginning March 30, 2023 and through the Aug. 29, 2023
election to Sept. 1, 2023. Commfluent will provide a month-end recap of executed work with
invoice. Commfluent does not expect to exceed 20 hours a week but will alert Client if so in any
given month. Out-of-pocket costs incurred by Commfluent will be contained to stakeholder
meetings and any pre-approved collateral materials.
14.2. Commfluent Background
Founder and President Kristin Kenney Williams has a nearly two-decade track record of building
consensus among disparate groups and successfully navigating complicated and oftentimes
controversial projects involving the public and private sectors and nonprofit worlds with
strategic planning, communications and community outreach.
Williams and her senior advisors specialize in strategic communications and in finding common
ground, assuaging public concerns and getting buy-in from key stakeholders, including, but not
limited to, municipal, county, state and federal governments, as well as private companies with
sometimes divergent, important objectives. From proactive public relations to reputation
management, Williams is an analytical thinker known for an ability to manage multiple projects
and priorities in a high-profile environment. She has a proven track record in quickly absorbing
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and simplifying complex topics to balance the big picture with fine details for a positive and
lasting impact.
Commfluent is adept at identifying and capitalizing on the attributes that set a person or a
project apart, describing public benefit and ensuring seamless achievement of goals. Whether
the aim is to enhance reputation or build better relationships, Commfluent develops
programs that elevate its clients into the rarified air of unqualified success.
Commfluent Current and Former Clients:
Elmington Capital * Aptitude Development * Vail Health * Military Installation Development
Authority * Vail Resorts * Battle North * PEG Companies * Extell Development * Mosaic-
Housing * Eagle County Historical Society * Upstream Development * Highline, A DoubleTree by
Hilton * Veregy/MidState Energy * Hill Aevium * Knapp Ranch * Eagle Valley Community
Foundation and The Community Market * Slifer Designs * Ginn Clubs & Resorts * Solaris Group
* Timberline Commercial Real Estate * Grand Targhee Ski Resort * Trinity RED Development
* Remonov & Company * Tivoli Lodge at Vail * Eagle County School District * Open Hospitality
Partners & Hillwood Capital * East West Partners * Vail Mountain School * Aspire Tours
Strategyf/uent Today:
Until late 2018, Williams served as Vice President of Mountain Community Affairs for Vail
Resorts, Inc. That's when she relaunched Commfluent with Vail Resorts and several other
companies and nonprofit organizations as core clients.
On behalf of Extell Development and Four Seasons Resort & Residences, Vail, Commfluent
recently brought government and community relations strategic planning and execution to help
obtain challenging Town of Vail approvals for Special Development District amendments to
adjust underperforming onsite housing units and convert underperforming hotel room space
with for-sale product.
Commfluent garnered Eagle County and community support for approval of an
approximate 440-unit mixed-use development (including many deed-restricted units), Edwards
RiverPark, on a former gravel mining parcel in Edwards, Colo.
Commfluent brought government and community relations strategic planning and execution to
help obtain Town of Vail rezoning approval for a parcel Vail Resorts owns in East Vail for
Housing and Natural Area Preservation, followed by approval for the workforce and
locals' housing project that faced extreme opposition.
Commfluent brought similar efforts to help obtain Town of Vail and community support for
approval of a hotel expansion and affordable housing units for Highline, a DoubleTree by Hilton.
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Commfluent worked with the Eagle Valley Community Foundation and The Community Market
on the rebranding of the nonprofit and the creation of a strategic business plan.
Commfluent created and executed on a successful capital fundraising campaign for the Eagle
County Historical Society.
Commfluent created and executed on a successful communication plan for the founder and
namesake of Slifer Designs, Beth Slifer, to announce her retirement and transition of business
operations. Similarly, after 25 years of marketing agency ownership and more than 35 years in
the industry, Linda Hill, president of Edwards, Colo.-based Hill Aevium, wanted to announce her
retirement and sale of her firm to returning Vail Valley resident, Megan Talbott. Commfluent
executed on a successful media relations plan, as well as internal and client/vendor
communications.
Commfluent was retained to create content for an investor presentation deck, make potential
investor introductions, and carry media relations strategies for a proposed Mosaic Housing
production facility located in western Colorado, and in light of the scarcity of attainable, for-
rent and for-sale housing.
Prior to determining support for a November 2022 ballot question seeking to form and fund an
Eagle Valley Regional Transportation Authority, community stakeholder engagement was
necessary to educate on the opportunities with a RTA. A multi-month effort was launched by
Commfluent to engage community stakeholders, including local business, non-profit and
resident leadership, to not only educate on what a RTA is and how the concept has been
successfully deployed in other mountain resort communities, but to receive input on current
transportation operations and opportunities to enhance. Commfluent created a 40-plus
community stakeholder member committee and executed on monthly Zoom meetings with
strong engagement that provided insights and education that resulted in the RTA formation and
sales tax funding question going to the ballot and receiving voter approval.
The Evergreen Lodge, constructed in 1974, recently sought approvals from the Town of Vail for
a badly-needed redevelopment. During a 10-month review process with the Vail Planning &
Environmental Commission (PEC), there was neighbor opposition. Neighbor and community
stakeholder outreach was led by Commfluent to both educate on project facts as well as
receive input in an effort to build public support. Public support in-person and via letters were
conveyed. The applicant team spent significant additional time responding to comments
received both throughout the PEC process and from the community outreach resulting in PEC
approval in November 2022. There was an opponent appeal of the approval to the Vail Town
Council. With further stakeholder support generation and media relations, the Vail Town
Council unanimously upheld the PEC approval in December 2022.
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Vail Health sought Eagle County approvals for the redevelopment of the Edwards-based
Northstar Center, a commercial project area, to a behavioral health campus. Despite the
pressing community need, there was neighborhood opposition. Considerable in-person and
virtual neighbor and community stakeholder outreach to both educate on project facts as well
as receive input in an effort to build public support was led by Commfluent. Public support in-
person and via letters were conveyed to Eagle County leadership. The applicant team
responded to comments received both throughout the approval process and from the
community outreach resulting in county approval.
Additional current work includes garnering:
• Town of Eagle and community support for approval of an attainable housing development.
• Park City Municipal Corp. and community support for approval of a proposed mixed-use
redevelopment of the base area at Park City Mountain Resort.
• Objective and positive media coverage, and stakeholder support, for the Military
Installation Development Authority (MIDA) that since its inception in 2007, has successfully
leveraged its unique toolbox and effective policies to focus on underutilized federal land;
reducing federal government red tape; providing for military moral, welfare and recreation;
military growth; facilitating local economic benefit and infrastructure projects; and building
private and public partnerships. MIDA has the top two economic development projects in
the State of Utah: The Falcon Hill National Aerospace Research Park in Davis and Weber
County, and the Military Recreational Facility (MRF) Project Area in Wasatch County. The
MRF Project Area features the creation of North America's first new ski resort since 1980
and a Morale, Welfare and Recreation conference hotel.
• Media coverage for Knapp Ranch, a thriving working farm using sustainable practices, and
its various business lines.
• Town of Minturn support for a residential development that includes remediation of an EPA
Superfund site.
Board Service:
Habitat for Humanity Vail Valley, President of the Board: Williams serves on the Board of
Directors and Executive Committee of Habitat for Humanity, Vail Valley and is the current
president. Since 1995, Habitat for Humanity has worked to help local families achieve strength,
stability and self-reliance through shelter.Through its efforts, 100 Habitat homeowners have
built or improved a place they can call home. HFHVV has built and renovated homes in Eagle
and Lake counties in the communities of Leadville, Edwards, Eagle and Gypsum. The current
effort is double Habitat's impact in the Vail Valley, moving from eight home starts in 2022 to 24
in 2023.
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SOS Outreach, Board Emeritus: SOS is committed to creating a culture of community and
empowerment where kids can discover their enthusiasm for life and learn the skills that they
need to live it to the fullest and carve their own path. More than 4,500 program participants
annually across 23 mountain resorts, including Vail Mountain, Beaver Creek Resort and Park
City Mountain Resort. Serving as Board President for three years up until 2022, Williams helped
facilitate the inaugural alumni program and a brand shift/organizational name change.
APX1, member of advisory board: From workforce housing to food security, APX1 is the first
international effort to address the core issues rural recreation communities face. We are
dedicated to finding, funding, and building innovative solutions for generations to come.
Helped to create and launch a first-ever housing summit in Vail, Colo. in 2019.
Eagle County Housing Task Force, member of community stakeholder voluntary committee: The
task force is comprised of 14 community leaders and volunteers from throughout Eagle County.
The Eagle County Housing Task Force is a resource for all in our community who are seeking
affordable housing to live in or those interested in developing workforce housing. The task
force plans to facilitate the creation of more workforce housing through education, data
collection and public forums by creating a more efficient process.
Vail Local Housing Authority, appointed in March 2022 to five-member volunteer board:
Responsible for coordinating with Town of Vail staff on housing initiatives, working to ensure
there is deed-restricted housing for at least 30 percent of Vail's workforce in Vail.
Projectfluent Yesterday:
Williams' 10-year tenure at Vail Resorts included her leadership on the following projects and
initiatives:
- Entitlements from the Town of Vail for EverVail in Vail, Colo.
- Community stakeholder outreach during the litigation and acquisition of Park City
Mountain Resort
- Park City Municipal and Summit County approvals of an on-mountain $50 million capital
improvement plan, including connection of Canyons with Park City Mountain Resort
- Creation of a five-year fundraising campaign for the preservation and restoration of
historic mining buildings at Park City Mountain Resort
- Entitlements from Summit County, Colo. for the Wintergreen workforce housing project in
Keystone
- Leveraged strong relationships with Eagle County, Colo. to work on housing, open space
and other key community initiatives
- U.S. Forest Service approvals, including communications and community outreach tactics
to garner local support:
- Peak 6 lift-served terrain improvements at Breckenridge Ski Resort
- McCoy Park lift-served terrain improvements at Beaver Creek Resort
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- Snowmaking infrastructure improvements at Vail Mountain
Prior to working for Vail Resorts, Williams started Commfluent in 2005 and successfully brought
her expertise to respective teams including the following efforts in Colorado:
- Entitlements from the Town of Minturn for the Battle Mountain mixed-use development
that, in addition, received a positive referendum vote by the community
- Eagle County Schools mil levy and bond election
- Referendum campaign for the Vail-based Solaris mixed-use development
- Communications and community outreach support for the Trinity/RED proposed mixed-
use development in Eagle
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