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HomeMy WebLinkAboutC11-139 Eagle County Conservation District Pesticide Resale Program AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND EAGLE COUNTY CONSERVATION DISTRICT FOR OPERATION OF THE PESTICISE RESALE PROGRAM This Agreement ( "Agreement ") dated as of this ....7 day of r ^� , , 2011, is between the County of Eagle, State of Colorado, a body corporate and p litic, by and through its Board of County Commissioners or County Manager and Eagle County Conservation District hereinafter ( "District "). RECITALS WHEREAS, the County, through its Environmental Health Department works to mitigate the spread of noxious weeds; and WHEREAS, County wishes to contract with the District in connection with the pesticide resale program as more fully outlined in Section 1.1 hereunder; and WHEREAS, District represents that it has the knowledge and expertise to perform the services hereunder; and WHEREAS, County and District intend by this Agreement to set forth their respective responsibilities in connection with the services and related terms and conditions to govern the relationship between District and County in connection with the services. AGREEMENT NOW THEREFORE, based upon the representations by District set forth in the foregoing recitals, for good and valuable consideration, including the promises set forth herein, the parties agree to the following: 1. Scope of Services: 1.1 The District will provide the following services (hereinafter called "Services. The Services are generally described as operating the Eagle County Pesticide Resale Program including: a. arrange for the sale, pick -up and record keeping of all product sold; and b. tracking and payment of all sales taxes to appropriate jurisdiction; and c. safe handling and storage of chemicals taken off maintenance service center site for resale; and d. maintain list of purchasers and provide annual sales report to County; and e. pay Eagle County invoices for chemicals removed from inventory within thirty (30) days of receipt of said invoice. HVI 1.2 Any revision, amendment or modification of this Agreement shall be valid only if in writing and signed by all parties. Except as may be expressly altered by the amendment, all terms and conditions of this Agreement shall control. To the extent the terms and Conditions of this Agreement may conflict with any future exhibits or amendments, the terms and conditions of this Agreement shall control. 1.3 The District agrees that District will not knowingly enter into any arrangement with third parties that will conflict in any manner with this Agreement. 1.4 County agrees to provide the following in connection with this Agreement: a. order and store chemicals at the maintenance service center to the extent space is available. County cannot guarantee office space at the maintenance service center; and b. provide recommendations regarding chemical use to purchasers; and c. inventory control and monthly invoicing to District for wholesale cost of chemicals; and d. restricted -use pesticide sales record keeping; and e. initial mailing to all customers informing them of changes to the Pesticide Sale Program; and f. post program changes on County website. 2. Term of Agreement: 2.1 The term of this Agreement shall commence upon execution of the Agreement by both parties and shall end on December 31, 2011, unless earlier terminated in accordance with the terms of this Agreement. 2.2 This Agreement may be terminated by either party for any reason, with or without cause, and without penalty upon fifteen (15) days written notice. 2.3 In the event of any termination of this Agreement, County shall promptly send to District an invoice for the wholesale cost of any chemicals removed from inventory or sold throijgh the date of termination and not previously invoiced and paid for by District. District shall pay such final invoice within thirty (30) days. 3. Independent Contractor: 3.1 With respect to the provision of the Services hereunder, District acknowledges that District is an independent contractor providing District's services to the County. Nothing in this Agreement shall be deemed to make District an agent, employee, partner or representative of County. 3.2 The District shall not have the authority to, and will not make any commitments or enter into any agreement with any party on behalf of County without the written consent of the Board of County Commissioners. 2 3.3 The District and its employees are not entitled to workers' compensation benefits through the County. The District is solely responsible for necessary and adequate workers' compensation insurance and shall be responsible for withholding and paying all federal and state taxes. The District and its employees are not entitled to unemployment insurance benefits unless unemployment compensation coverage is provided by an entity other than the County. The District hereby acknowledges full and complete liability for and timely payment of all local, state and federal taxes imposed including, without limitation, tax on self - employment income, unemployment taxes and income taxes. 4. Compensation: 4.1 For the District's Services provided hereunder, County shall pay to the District $5,000 upon execution of this Agreement and as the total compensation allowed under this Agreement 4.2 County shall submit monthly invoices to District for any chemicals removed from inventory or sold by District. County shall bill District based upon the wholesale price of such chemicals and District shall pay such invoice within thirty (30) days. District shall be able to retain profits associated with its operation of the program and retail sale of the chemicals. 4.3 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 District in excess of the amount for any work done in respect of any period after December 31st of the calendar year of the Term of this Agreement, without the written approval in accordance with a budget adopted by the Board of County Commissioners in compliance with the provisions of 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, Sec. 20). 5. Indemnification: The District shall, to the fullest extent permitted by law, indemnify, hold harmless and defend County and its officials, boards, officers, principals and employees from all losses, costs, claims, damages and liabilities, including reasonable attorney's fees and expenses for which County or any of its officials, boards, officers, principals and employees may become subject to, insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement or are based upon any performance or nonperformance by District. 6. Notice: Any notice required under this Agreement shall be given in writing by registered or certified mail; return receipt requested which shall be addressed as follows: COUNTY: DISTRICT: Eagle County Eagle County Conservation District Attn: Tom Girard Attn: 3 500 Broadway P st Office Box 850 F gle, CO 81631 7. 1 Insurance: 7.1 At all times during the term of this Agreement District shall maintain in full force and effect the following insurance: Insurance Type Coverage Minimums • Workers' Compensation Statutory • Comprehensive General Liability, including $600,000 per occurrence Blind Form Property Damage or as specified in the Colorado Governmental Immunity Act, whichever is greater 7.2 District shall purchase and maintain such insurance as required above and shall provide certificates of insurance in a form acceptable to County upon execution of this Agrement. 8. Non- Assignment and Subcontractors: District shall not assign this Agreement or employ any subcontractor without the prior writtn approval of the County. The District shall be responsible for the acts and omissions of it agents, employees and sub - contractors. The District shall bind each subcontractor to the trms of this Agreement. The County may terminate this Agreement, if the District assigns or subcontracts this Agreement without the prior written consent from the County, and any such assignment or subcontracting shall be a material breach of this Agreement. 9. Jurisdiction and Confidentiality: This Agreement shall be interpreted in accordance with the laws of the State of Colorado and the parties hereby agree to submit to the jurisdiction of the courts thereof. Venue shall be in the Fifth Judicial District for the State of Colorado. 10. Miscellaneous: 10.1 This Agreement constitutes the entire Agreement between the parties related to itS subject matter. It supersedes all prior proposals, agreements and understandings, either verb t1 or written. 10.2 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 hereof. 4 10.3 Invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable provision was omitted. 10.4 District shall comply with all applicable federal, state and local rules, regulations and laws governing services of the kind provided by District under this Agreement. District shall be solely responsible for ensuring proper licensing and credentialing of those providing services under this Agreement. 11. Prohibitions on Public Contract for Services: If District has any employees or subcontractors, District shall comply with C.R.S. § 8- 17.5 -101, et seq., regarding Illegal Aliens — Public Contracts for Services, and this Contract. By execution of this Contract, District certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Contract and that District will participate in the E- verify 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 work under this Contract. (a) District shall not: (i) Knowingly employ or contract with an illegal alien to perform work under this contract for services; or (ii) Enter into a contract with a subcontractor that fails to certify to the District that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. (b) District has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Contract 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- verify program can be found at: http: / /www. dhs.gov /xprevprot /programs /gc_118522167 8150. shtm (c) The District shall not use either the E- verify program or other Department Program procedures to undertake pre - employment screening of job applicants while the public contract for services is being performed. (d) If the District obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, the District shall be required to: (i) Notify the subcontractor and the County within three (3) days that the District has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 5 : . (ii) Terminate the subcontract with the subcontractor if within three (3) days of receiving the notice required pursuant to subparagraph (i) of paragraph (d) the subcontractor does not stop employing or contracting with the illegal alien; except that the District shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. (e) The District 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). (f) If a District violates these prohibitions, the County may terminate the contract for a breach of the contract. If the contract is so terminated specifically for a breach of this provision of this Contract, the District shall be liable for actual and consequential damages to the County as required by law. . (g) The County will notify the office of the Colorado Secretary of State if District violates this provision of this Contract and the County terminates the Contract for such breach. IN ITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first bove written. COUNTY OF EAGLE, STATE OF COLORADO By and through its County Manager B i,_, -_� - —..0" ��... Y Keith P. Montag, County a . ger EAGLE COUNTY CONSERVATION DISTRICT Its: / ^ 6