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HomeMy WebLinkAboutC12-388 Eagle River Watershed Council Agreement `► . AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND EAGLE RIVER WATERSHED COUNCIL '17E m8e/L. tJo✓ev►tar" THIS AGREEMENT ( "Agreement "), dated this day of Scptcmbcr, 2012 is between Eagle County, Colorado, ( "County ") and Eagle River Watershed Council, a Colorado nonprofit corporation ( "Contractor "). RECITALS WHEREAS, County desires to protect, enhance, and restore water quality in the Colorado River; and WHEREAS, County Open Space Program is working to conserve, protect and provide increased recreational access to the Colorado River; and WHEREAS, County seeks to develop a comprehensive scientific understanding of the impacts and opportunities on the Colorado River in light of these conservation and recreational objectives: and WHEREAS, the Open Space Advisory Committee recommended a $17,500 contribution to the Colorado River Inventory and Assessment Project from the Open Space Fund; and WHEREAS, Contractor is authorized to do business in the State of Colorado and has experience and expertise in water quality, natural resource management, conservation, wildlife, fisheries, and habitat restoration; 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 g set forth u on the foregoing recitals and the consideration se p g herein, Eagle County and Contractor agree as follows: 1. SCOPE OF WORK The following will collectively be referred to as the "Work ": 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 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 non - profit organizations performing similar work in Colorado. 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. The work will be completed no later than December 31, 2013. 3. COMPENSATION A. County shall compensate Contractor for the performance of the Work in an amount not to exceed $17,500. The fee is represents a one -time flat fee. B. The Payment shall be made within thirty days of receipt of an invoice identifying the Work performed. 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, 2013. 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 any such additional work. 6. SUBCONSULTANTS Contractor shall not enter into any sub - consultant agreements for the performance of any of 2 the Work without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to perform Work during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned. County shall require each sub - consultant, as approved by County to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. 7. INSURANCE Contractor and any of its subcontractors shall maintain (i) workers' compensation insurance as required by law; (ii) commercial general liability coverage with limits of liability not less than $1,000,000 per occurrence; $1,000,000 for bodily injury and property damage and $1,000,000 aggregate limits; and (iii) and automobile coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability. 8. TERMINATION 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. 9. 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. 3 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. H. Indemnification. The Contractor shall, to the fullest extent permitted by law, indemnify and hold harmless Eagle County and any of their officers, agents and employees against any losses, claims, damages or liabilities for which Eagle County or any of their officers, agents, or 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 Contractor or its subcontractors hereunder; and Contractor shall reimburse Eagle County for any and all legal and other expenses incurred by Eagle County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against Eagle County to the extent that Eagle County is liable to such third party for such claim without regard to the involvement of the Contractor. I. Contractor will be responsible for provision of the Services and shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to contractors of its kind. Further, in rendering the Services, Contractor shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision of its employees to ensure the Services are performed in accordance with this Agreement. 10. 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: County: Contractor: Toby Sprunk, Open Space Director Melissa MacDonald, Executive Director Eagle County Eagle River Watershed Council, Inc. P.O. Box 850 P.O. Box 7688 500 Broadway Avon, CO 81620 Eagle, Colorado 81631 (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. 4 11. 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 confirm 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/programs/gc_1185221678150.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 (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. 5 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. 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•j QXQ 4, . l iU ci o A, 62% e 04 Eagle River Watershed Council, Inc. BY: _ elissa MacDonald, Exec. Director STATE OF COLORADO ) ) SS. COUNTY OF ) The fo ego' ins ment was acknowledged before me by is 25 ‘ay , 2012 of Eagle River Watershed Council, a Colorado nonprofit corpor on 4r `IM My commiss' • • - ; c . A i or ' Not ' Publi ,'4 3Q . .•' N 6 Exhibit A Scope of Services/Work TASK 1— Stakeholder Coordination and Input Method/Procedure The Eagle River Watershed Council, in coordination with Colorado State University (CSU), shall convene the stakeholder group as part of the project outreach to identify and better define the most pressing issues and potential restoration activities throughout the basin prior to CSU field work. At a minimum this work will be important to identify critical questions about the watershed as well as a set of candidate restoration projects. The stakeholder input will be augmented through field reconnaissance, statistical analysis and a multi- criterion decision analysis approach to rank the ecological effectiveness of potential projects. Stakeholders will be collaboratively identified by the Eagle River Watershed Council staff, and interviews will be conducted in group or individual settings ahead of field inventory and literature review. Preliminarily identified stakeholders in the project include, but are not limited to: Eagle County, NRCS, Eagle County Soil Conservation District, Colorado Division of Parks and Wildlife, Colorado River Water Conservation District, BLM, USFS, USGS, USACE, Trout Unlimited, Colorado River Outfitters Association, The Nature Conservancy, Sonoran Institute, CSU and significant landowners as well as major water rights owners. Deliverable A printed and electronic summary Stakeholder Input Report for CSU and ERWC use as part of the project. TASK 2 — Data Inventory & Literature Review Method /Procedure CSU, in coordination with ERWC, will identify and analyze existing monitoring data and information to assess the status of river, including the identification of any data gaps. This will include a literature review of all known data for the Colorado River in Eagle County, including data which might overlap with upstream or downstream reaches, as well as any data provided through Task 1 (meetings with watershed stakeholders, and local, state and federal scientists). Deliverable A printed and electronic summary of Data Inventory & Literature Review for CSU and ERWC use as part of the project. TASK 3 — Inventory and Synoptic Field Survey Method/Procedure CSU, in coordination with ERWC, will inventory channel, riparian, and upland characteristics within Eagle County that influence the ecological integrity, recreational amenities, and aesthetic values of the Colorado River and its major tributaries in the reach. This task will include conducting synoptic field surveys of riparian condition, of chemical, physical, and biological 7 water quality, and of geomorphic attributes to supplement existing information. The step will also require GIS inventory and analysis of riparian conditions, land cover, geomorphic processes, etc., in coordination with Eagle County GIS Department and other applicable agencies. Deliverable Field survey data sheets, which may also include printed and electronic summaries, synoptic survey and mapping as applicable, to be utilized in the production of final CRIA report. TASK 4 — Candidate Rehabilitation Projects List & Review Method/Procedure Colorado River Restoration and Conservation Projects June 12, 2012 - Page 3 CSU, in coordination with ERWC, will utilize findings of Tasks 1 through 3 to identify and describe candidate rehabilitation projects (structural and non - structural) and link them to current issues and likely outcomes based upon field reconnaissance, stakeholder input, and scientific assessment. Deliverable Draft candidate rehabilitation projects list, to be coordinated and reviewed with ERWC staff and key project stakeholders, to be utilized in production of the final CRIA assessment and report. Draft projects list will be prioritized based on likelihood of success, potential benefits, rough estimates of costs, and stakeholder input using a multi- criterion decision analysis (MCDA) approach to rank the ecological effectiveness of potential projects. TASK 5 — Draft Colorado River Inventory & Assessment (CRIA) Report Method /Procedure CSU, in coordination with ERWC, will produce a report describing the results of the river corridor inventory and prioritized recommendations for rehabilitation projects following the updated approach and template of the 2005 Eagle River Inventory and Assessment. Deliverable The final CRIA report will include the following: o Description of candidate rehabilitation and other projects (structural and non - structural) identified during the inventory o Prioritized list of rehabilitation strategies based upon likelihood of success, potential benefits and rough estimates of cost o MCDA (multi - criteria decision analysis) spreadsheet tool used to rank candidate projects o Detailed description of the methods in the inventory and analysis of candidate rehabilitation projects o List of names, titles and affiliations of all persons who prepared the content of the report and participated in the monitoring activities o Analysis of all quantitative monitoring data using graph and table formats when appropriate o Prints or colored photocopies of all photographs used o Maps identifying monitoring areas, cross - sections, transects, etc. o Results of qualitative monitoring of site characteristics, functions and values 8