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Home My WebLink AboutC06-042 AGREEMENT BETWEEN EAGLE COUNTY AND THE EAGLE V ALLEY ALLIANCE FOR SUSTAINABILITY This Agreement for operation of Eagle County's recycling drop-off sites (hereinafter referred to as the "Agreement") is made and entered into this Q'"'\ day of January 2006 by and between Eagle County, Colorado, a body politic and corporate, acting by and through its Board of County Commissioners (hereinafter referred to as the "County"), and The Eagle Valley Alliance for Sustainability, a Colorado 501(c)(3) corporation (hereinafter referred to as the "Alliance") . WITNESSETH: WHEREAS, the County provides recycling opportunities for its residents through a drop-off program at seven collection sites located throughout the county; and WHEREAS, the Alliance works to promote a healthy natural environment, a prosperous economy, and equitable community to improve long-term quality of life for the citizens of Eagle County, Colorado by providing sustainable practices focusing on recycling, energy efficiency/renewable power, and green building; and WHEREAS, the Alliance's operation will comprise five (5) components: drop-off sites (and potentially a transfer station), education and program consultation, marketing and communications, event recycling and special events; and WHEREAS, the County desires that Alliance take over the operation of the County's recycling drop-off sites; and WHEREAS, County and the Alliance intend by this Agreement to set forth the scope of the responsibilities of the Alliance in connection with the operation of the County's recycling drop-off sites. NOW, THEREFORE, in consideration of the promises and the mutual covenants contained in this Agreement, the parties hereby agree as follows: AGREEMENT 1. Services Provided. The Alliance will initially employ two (2) dedicated, full time staff, including a Recycling Manager and a Technician. Another Technician will be added for operation of the transfer station (dump wall) if needed. The Recycling Manager shall be responsible for all on-site supervision, managing the hauling calls, ensuring trash is removed, tracking volumes and service levels, interfacing with users and ensuring proper product disposal. The Alliance staff shall travel daily between sites to clean any trash from the drop-off sites; remove contaminants from the recycle bins; collapse all cardboards and monitor the fill levels and determine if the recycle bins should be pulled. 2. Term. The term of this Agreement shall be for a period of one (1) year, commencing on the date set forth above and continuing until January _,2007, unless terminated earlier pursuant hereto. The funds (grant of $200,000.00) appropriated for this project are budgeted in that these funds are currently used for the cost -only hauling contract for the drop-off sites. Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to the County nor shall any payment be made to the Alliance in excess of the amount for any work done without the written approval in accordance with a budget adopted by the Board in accordance with provisions of the Colorado Revised Statutes. Moreover, the parties agree that the County is a governmental entity and that all obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. 3. Termination. County may terminate all or any portion of the scope of services for convenience, at its option, by sending a written thirty (30) day Notice of Termination to the Alliance. Termination shall be effective upon receipt of a Notice of Termination, unless a later date is specified in the Notice. If mailed, such Notice shall be deemed to be given when deposited in the United States mail, with postage thereon prepaid. If telegraphed, such Notice shall be deemed to be given when the telegram is delivered to the telegraph company. If transmitted by teletype, electronic message, facsimile or other wire or wireless communication, such Notice shall be deemed to be given when the transmission is completed. In the event of termination the parties shall have their remedies at law as to any other rights and obligations between them, subject to the other terms and conditions of this Agreement. 4. No Third Party Ri2hts. This Agreement does not and shall not be deemed to confer upon or grant to any third party any right enforceable at law or equity arising out of any term, covenant, or condition herein or the breach thereof. 5. Independent Contractor. It is expressly acknowledged and understood by the parties hereto that nothing contained in this Agreement shall result in, or be construed as establishing, an employment relationship. The Alliance shall be, and shall perform as, an independent contractor. No agent, subcontractor, employee, or servant of the Alliance shall be, or shall be deemed to be, the employee, agent or servant of County. The Alliance shall be solely and entirely responsible for its acts and for the acts of the Alliance's agents, employees, servants and subcontractors during the perfolinance of this Agreement. 6. No Subcontractin2~ No Asshznment. The Alliance may not subcontract or delegate any part of the Services or substitute subcontractors without County's written consent, which consent County may exercise in its sole discretion. 7. A) Insurance. At all times during the term of this Agreement, the Alliance shall maintain the following insurance: (i) Claims under Workmen's Compensation, disability benefits, and other similar employee benefit acts, with coverage and in amounts as required by the laws of the State of Colorado. (ii) General Liability Coverage in the minimum amount of $1,000,000. 2 (Combined personal injury/property damage limit) for coverage of claims for damage arising from the performance of services under this Agreement, including but not limited to personal injury or death, property damage, and other damages imposed by law upon the Alliance with respect to all work performed by them. (iii) Comprehensive Automobile Insurance in the amounts as required by the laws of the State of Colorado. B) Certificates of Insurance: Certificates of Insurance acceptable to the County shall be filed with the County prior to commencement of the scope of work. These Certificates shall contain provisions naming the County as an additional insured under the Alliance's insurance and that coverage afforded under the policies will not be canceled until at least thirty days prior written notice has been given to the County. 8. Indemnification. The Alliance shall indemnify, hold and defend the County and its officials, boards, officers, principals and employees, harmless from all costs, claims and expenses, including reasonable attorney's fees, arising from claims of any nature whatsoever made by any person in connection with the negligent acts or omissions of, or representations by, the Alliance in the performance of this Agreement. This indemnification shall not apply to claims by third parties against the County to the extent that the County is liable to such third party for such claim without regard to the involvement of the Alliance. Nothing contained herein waives or is intended to waive any protections that may be applicable to the County under the Governmental Immunity Act, Section 24-10-101, et. seq., C.RS., or any other rights, protections, immunities, defenses or limitations on liability provided by law, and subject to any applicable provisions of the Colorado Constitution and other applicable laws. 9. Notices. Any notices given under this Agreement shall be sent to representatives listed below and are deemed to have been received if addressed to the contacts listed below: County: Mr. Ron Rasnic Eagle County Solid Waste Manager Eagle County Government 590 Broadway Post Office Box 850 Eagle, CO 81631-850 (970) 328-8600 Alliance: Matt Scherr The Eagle Valley Alliance for Sustainability P.O. Box 4923 Vail, CO 81658 (970) 569-3890 10. Miscellaneous: A) The making, execution and delivery of this Agreement by the parties hereto has 3 not been induced by any prior or contemporaneous representation, statement, warranty or agreement as to any matter other than those herein expressed. This Agreement with attachments embodies the entire understanding and agreement of the parties, and there are no fU11her or other agreements or understandings, written or oral, in effect between them relating to the subject matter hereof. These Agreements may not be amended, including by any modification or, deletion from or addition to the scope of the Services, except by a written document of equal formality executed by both parties hereto. B) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado, without reference to choice of law rules. The parties agree that venue in any action to enforce or interpret this Agreement shall be in the District Court in the 5th Judicial District for the State of Colorado. IN WITNESS WHEREOF, the parties hereto have affixed their signatures this~ day of January, 2006. EAGLE COUNTY, STATE OF COLORADO BY AND THROUGH ITS BOARD OF COUNTY By: to Commissioners 4 THE EAGLE V ALLEY ALLIANCE FOR SUSTAINABILITY, a nonprofit Colorado corporation By: ~~~/ Matt~~t STATE OF COLORADO ) ) ss: County of ) On this _ day of January, 2006, Matt Scherr came before me, a notary public, and known to me to be the President of The Eagle Valley Alliance for Sustainability, a nonprofit Colorado corporation who acknowledged to me that he executed the foregoing document, that he executed it in that capacity, and that the same was the act of the corporation. My commission expires: Witness my hand and seal. Notary Public 5