No preview available
HomeMy WebLinkAboutC12-324 Conservation Fund Agreement AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND THE CONSERVATION FUND THIS AGREEMENT ( "Agreement "), dated this ti day of Asst, 2012 is between Eagle County, Colorado, ( "County ") and The Conservation Fund, a Maryland nonprofit corporation ( "Contractor ") with its principal place of business at 1655 N. Fort Myer Drive, Arlington, Virginia 22209, and its Colorado place of business at 1942 Broadway, Suite 323, Boulder, Colorado 80302. RECITALS WHEREAS, County desires to permanently preserve the Colorado River Ranch property located along the Colorado River in Eagle County, Colorado ( "Property ") and desires assistance with permanently preserving the Property ( "Project "); and WHEREAS, Contractor is authorized to do business in the State of Colorado and has experience and expertise in preservation and conservation of real property; and WHEREAS, County and Contractor intend by this Agreement to set forth the scope of the responsibilities of Contractor in connection with the Project and the terms and conditions to govern the relationship between Contractor and County in connection with this Agreement. AGREEMENT NOW, THEREFORE, based upon the foregoing recitals and the consideration set forth herein, Eagle County and Contractor agree as follows: 1. SCOPE OF WORK The following will collectively be referred to as the "Work" or the "Services ": A. Contractor agrees to furnish all services, labor, personnel and materials necessary to perform and complete the Work identified on Exhibit A which is attached hereto and incorporated herein by reference. 2. CONTRACTOR'S REPRESENTATIONS A. Contractor has familiarized itself with the Property and the nature and extent of the Work as well as federal, state, and local laws, ordinances, rules, permits and regulations that in any manner may affect cost, progress, or performance of the Work. B. Contractor represents and warrants that the Work shall comply with any and all applicable laws, codes, rules and regulations and shall be performed consistent with the standard of care applicable to similar conservation organizations performing work in Colorado. 1 C. Contractor agrees to perform the Work in an expeditious manner, within the sound exercise of its judgment and professional standards. Time is of the Essence with respect to this Agreement. By executing this Agreement, Contractor confirms that the time limitations set forth herein are reasonable for performance of the Work. This work will be completed no later than December 31, 2012. 3. COMPENSATION A. County shall compensate Contractor for the performance of the Work in an amount not to exceed Two Hundred and Twenty Thousand dollars ($220,000) (hereinafter "Compensation "). In addition to the Compensation, County will pay direct costs incurred by The Conservation Fund, not to exceed thirty thousand dollars ($30,000) (hereinafter "Direct Costs "). Contractor shall not mark up the Direct Costs. Such Compensation shall be due and payable upon the successful closing of the Project. In the event the Project does not close, County will have no obligation to pay the Compensation but shall pay the Direct Costs. B. Upon successful closing of the Project, payment of Compensation shall be made within thirty days of receipt of an invoice. County shall pay Direct Costs within thirty days of receipt of an invoice and documentation of such Direct Costs. C. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Consultant in respect of any period after December 31, 2012 without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with 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). 4. COMMENCEMENT AND COMPLETION OF THE WORK Contractor shall commence the Work promptly after execution of this Agreement by both parties and shall timely complete the Work by December 31, 2012. 5. ADDITIONAL WORK Any additional work not identified herein, shall be performed by Contractor only after written approval of County. Failure of Contractor to obtain written authorization and acknowledgement by County for any additional work shall result in non - payment for such additional work. 6. INSURANCE Contractor shall maintain workers' compensation insurance as required by law, and commercial general and automobile insurance coverage during the term of this Agreement. 7. TERMINATION 2 County may terminate this Agreement, with or without cause, upon seven days written notice to Contractor. County shall be responsible for the cost of Work satisfactorily performed prior to such notice. S. MISCELLANEOUS: A. This Agreement shall be governed and construed in accordance with the laws of Colorado. Venue for any action arising out of any dispute pertaining to this Agreement shall be in the State of Colorado, District Court in and for Eagle County, Colorado. B. This Agreement, and the rights and obligations created hereby, shall be binding upon and inure to the benefit of County and Contractor and their respective successors and assigns. Nothing herein expressed or implied is intended or should be construed to confer or give to any person or entity other than County or Contractor and their respective successors and assigns, any right, remedy or claim under or by reason hereof or by reason of any covenant or condition herein contained. C. If any portion of this Agreement is held invalid or unenforceable for any reason by a court of competent jurisdiction, such portion shall be deemed severable and its invalidity or its unenforceability shall not affect the remaining provisions; such remaining provision shall be fully severable and this Agreement shall be construed and enforced as if such invalid provision had never been inserted into this Agreement. D. This Agreement may be amended, modified, changed, in whole or in part only by written agreement duly authorized and executed by both County and Contractor. This Agreement represents the full and complete understanding of County and Contractor and supersedes any prior agreements, discussions, negotiations, representations or understandings of County and Contractor with respect to the subject matter contained herein. E. The parties hereto agree that neither has made or authorized any agreement with respect to the subject matter of this instrument other than expressly set forth herein, and no oral representation, promise, or consideration different from the terms herein contained shall be binding on either party, or its agents or employees hereto. F. All of the covenants herein contained shall be binding upon and inure to the benefits of the parties hereto, their respective successors and assigns. G. Nothing herein shall be construed to create a partnership, employer /employee relationship between the parties hereto or other relationship between the parties other than independent contracting parties. 9. NOTICE AND AUTHORIZED REPRESENTATIVES Any notice and all communications required under this Agreement shall be given in writing by personal delivery, fax or mail to the appropriate party at the following addresses: 3 County: Contractor: Toby Sprunk, Open Space Director Sydney Macy, Vice President Eagle County The Conservation Fund P.O. Box 850 1942 Broadway, Suite 323 500 Broadway Boulder, Colorado 80302 Eagle, Colorado 81631 Phone 303 - 444 -4369 (970) 328 -8698 (p) Notices shall be deemed given on the date of delivery or three days after the postmarked date of deposit, first class postage prepaid, in an official depositary of the U.S. Postal Service. 10. PROVISION MANDATED BY HOUSE BILL 1343: PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES If Contractor /Consultant has any employees or subcontractors, Contractor /Consultant 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, Contractor /Consultant certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Contract and that Contractor /Consultant will participate in the E- verify Program or other Department of Labor and Employment program ( "Department Program ") in order to confine the eligibility of all employees who are newly hired for employment to perform work under this Contract. A. Contractor /Consultant 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 Contractor /Consultant that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. B. Contractor /Consultant 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/ program s /gc_ 1185 2216781..50. shtm C. The Contractor /Consultant 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 Contractor /Consultant obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, the Contractor /Consultant shall be required to: (i) Notify the subcontractor and the County within three days that the Contractor /Consultant has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 4 (ii) Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (D) the subcontractor does not stop employing or contracting with the illegal alien; except that the Contractor /Consultant 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 Contractor /Consultant 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 Contractor /Consultant 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 Contractor /Consultant 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 Contractor /Consultant violates this provision of this Contract and the County terminates the Contract for such breach. [Rest of page intentionally left blank] 5 IN WITNESS WHEREOF, COUNTY and CONTRACTOR have executed this Agreement on the day and year first written above. COUNTY OF EAGLE, STATE OF COLORADO By and Through its Board of County Co ssioners BY. _ ubtad_ i tAer. P — F. Run . 'man Attest: 7 t`% 2 • • Teak Simonton, ' e r k to th Bo.; 40 .o The Conservation Fund, a national nonprofit corporation BY: L1. • ydney : cy, Vice Presid - STATE OF COLORADO ) ) SS. COUNTY OF &Ike' ) The foregoing instrument was acknowledged before me by . 3N 5. �a , this Z day of A, )( �'rz, , 2012 of The Conservation Fund, a nationa1 nonpr t corporation My c o - ' 'ssion expires: tt /13) IC .. M �ts �: t.10 TAR 2 NItary Publi {s✓,; pUBL1C 6 EXHIBIT A SCOPE OF SERVICES /SCHEDULE A. The Conservation Fund will contribute time and expertise towards successful completion of the Upper Colorado Conservation and Recreation Project and conservation of the Colorado River Ranch B. The Conservation Fund will negotiate, coordinate drafting and closing of a conservation easement on the Colorado River Ranch that is agreeable to River Ranch, LLC (landowner), Eagle County, Great Outdoors Colorado, and Colorado Open Lands. C. The Conservation Fund will coordinate due diligence associated with the purchase of a conservation easement and Great Outdoors Colorado grant requirements, including baseline report, conservation easement drafting and negotiations with Colorado Open Lands, mineral assessment, environmental assessment, appraisals, legal review, title commitment, and the like. D. The Conservation Fund will assist in writing a grant application to Great Outdoors Colorado through the River's Initiative Program. The Conservation Fund will also coordinate a closing of the conservation easement.