No preview available
HomeMy WebLinkAboutC13-105 Eagle Valley Land Trust Agreement A , AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND EAGLE VALLEY LAND TRUST THIS AGREEMENT ( "Agreement "), dated thiskday of April, 2013 is between Eagle County, Colorado, ( "County ") and Eagle Valley Land Trust, a Colorado nonprofit land trust ( "EVLT" or "Contractor ") with its principal place of business at 51 Eagle Road, Suite 1, Avon, CO 81620 RECITALS WHEREAS, Town of Avon will acquire title to the real property known as the West Avon Parcel, more particularly described in Exhibit A, attached hereto and incorporated herein by this reference, more particularly described in Exhibit A through the Eagle Valley Land Exchange, a multi- agency land conservation project; and WHEREAS, Eagle County will acquire title to the real property known as the Cordillera Parcel, more particularly described in Exhibit A, through the Eagle Valley Land Exchange; and WHEREAS, Eagle County Open Space funds are necessary to complete the Eagle Valley Land Exchange; and WHEREAS, Town of Avon and Eagle County seek to permanently preserve the West Avon Parcel and the Cordillera Parcel with conservation easements; and WHEREAS, EVLT is qualified to accept, hold, administer and enforce conservation easements; and WHEREAS, EVLT has incurred certain transaction costs associated with the completion of the Eagle Valley Land Exchange; and WHEREAS, EVLT requires the payment of stewardship funds and charges project fees with respect to the conservation easements it accepts; and WHEREAS, County and EVLT intend by this Agreement to set forth the scope of the responsibilities of EVLT in connection with the Eagle Valley Land Exchange and the terms and conditions of this Agreement shall govern the relationship between EVLT and County with . respect thereto. AGREEMENT NOW, THEREFORE, based upon the foregoing recitals and the consideration set forth herein, Eagle County and Contractor agree as follows: 1645642.2 1 1. SCOPE OF WORK A. Contractor agrees to furnish all services, labor, personnel and materials necessary to perform the work identified on Exhibit B which is attached hereto and incorporated herein by reference (the "Work" or the "Services "). 2. CONTRACTOR'S REPRESENTATIONS A. Contractor has familiarized itself with the West Avon Parcel and the Cordillera Parcel as more specifically described in Exhibit "A" (collectively referred to herein as the "Parcels "), the nature and extent of the Work, as well as all 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. 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. If no completion date is specified in Exhibit "B ", Consultant agrees to furnish the Services in a timely and expeditious manner consistent with the applicable professional standard of care. 3. COMPENSATION County shall compensate Contractor for the performance of the Work in an amount not to exceed $78,500 as set forth below: A. Stewardship and Project fees for the West Avon Parcel conservation easement in the amount of $31,000 will be paid at the closing of the Eagle Valley Land Exchange. This sum represents the cost of negotiating, accepting, stewarding and enforcing the conservation easement on the West Avon Parcel, and coordinating the due diligence associated with conservation easement development for that parcel. B. Project Development Fees are fees for work performed by Contractor between 2009 and 2012 relating to the development and closing of the Eagle Valley Land Exchange, which included meeting attendance, project coordination, and partnership development. Contractor will be paid Project Development Fees in the amount of $16,500 at the closing of the Eagle Valley Land Exchange. C. Stewardship and Project fees for the Cordillera Parcel conservation easement in the amount of $31,000 will be paid at the closing of the Cordillera conservation easement. This sum represents the cost of negotiating, accepting, stewarding and enforcing the conservation 1645642.2 2 easement on the Cordillera Parcel and coordinating the due diligence associated with conservation easement development for that parcel. D. Payment for the Work associated with the West Avon and Cordillera Parcels will be made upon completion and execution of each conservation easement, respectively. E. 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 Contractor in respect of any period after December 31st of any calendar year 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. COMPLETION OF THE WORK Contractor shall initiate the Work promptly after execution of this Agreement by both parties and shall timely carryout the Work according to the following schedule subject to the cooperation of all involved parties: A. The conservation easement for the West Avon Parcel shall be executed simultaneously with the closing of the Eagle Valley Land Exchange. Contractor's Services with respect to the West Avon Parcel, as set forth on Exhibit A, will commence upon the closing of the Eagle Valley Land Exchange; and B. The conservation easement for the Cordillera Parcel shall be executed on or before December 31, 2013. Contractor's Services with respect to the Cordillera Parcel, as set forth on Exhibit A , will commence upon the closing of the Cordillera conservation easement. 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. INSURANCE Contractor shall maintain workers' compensation insurance as required by law, and commercial general and automobile insurance coverage during the term of this Agreement. Contractor shall also maintain $1,000,000 in general liability insurance through the term of this Agreement. 1645642.2 3 7. TERMINATION County may terminate this Agreement, with or without cause, upon seven days written notice to Contractor. In the event of such termination, County shall be responsible for the cost of Work satisfactorily performed prior to such notice. 8. 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: 1645642.2 4 County: Contractor: Toby Sprunk, Open Space Director Kara Heide, Executive Director Eagle County Eagle Valley Land Trust P.O. Box 850 51 Eagle Road, Suite 1 500 Broadway Avon, Colorado 81620 Eagle, Colorado 81631 (970) 748 -7654 (phone) (970) 328 -8698 (phone) (fax) (fax) Notices shall be deemed given on the date of personal delivery, the date faxed and confirmed delivered, 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 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. 1645642.2 5 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. 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] 1645642.2 6 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 1 Bo. d • ' County Com is ioners di .it •R or o i Stavney, Attest: A Teak imonton, Clerk to the Board ' ..' EAGLE VALLEY LAND TRUST, a Colorado nonprofit corporation By' A Its: J STATE OF COLORADO ) ) SS. COUNTY OF E ) The foregoing instrument was acknowledged before me this / cL day of , 2013, by Ka-Arc- 4-e..1 c the ES e.C.-L) of the Eagl Valley Land Trust, a Colorado nonprofit corporation. r c c { o r /' Notary Pub c My commission expires: 8/ 4>rt / (3 SANDRA SMITH Notary Public State of Colorado 1645642 2 7 EXHIBIT A LEGAL DESCRIPTIONS WEST AVON Legal Parcel T.4 S., R. 82 W., sec. 34: SE1 /4SE1 /4. T. 5 S., R. 82 W., sec. 2: lots 3 and 4, S 1 /2NW 1 /4, and S W 1 /4. sec. 3: lot 1, SE1 /4NE1 /4 and NE1 /4SE1 /4. The areas described aggregate 478.09 acres, more or less. CORDILLERA PARCEL Legal Description T. 5 S., R 82 W., sec. 7: lots 1 to 3, inclusive, and NE1 /4SW1 /4 1645642.2 8 EXHIBIT B SCOPE OF SERVICES /SCHEDULE 1. The Eagle Valley Land Trust will negotiate, accept, hold, monitor, and enforce conservation easements for the following properties conveyed as part of the Eagle Valley Land Exchange: the West Avon Parcel and the Cordillera Parcel, all located in Eagle County. The terms of the conservation easements for the West Avon Parcel will be negotiated between the Town of Avon, Eagle County and EVLT, and the terms of the conservation easement for the Cordillera Parcel will be negotiated between ELVT and Eagle County. 2. The Eagle Valley Land Trust will physically visit and monitor annually the West Avon Parcel and the Cordillera Parcels to ensure compliance with the terms of the recorded conservation easement for each parcel. 1645642.2 9