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HomeMy WebLinkAboutC13-175 Rare Earth ScienceAGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND RARE EARTH SCIENCE, LLC THIS AGREEMENT ( "Agreement "), dated this, e day'of June, 2013 is between Eagle County, Colorado, ( "County ") and Rare Earth Science, LLC a Colorado limited liability company ( "Contractor ") with an address of P.O. Box 1245, Paonia, CO 81428. RECITALS WHEREAS, the County owns certain property located in Eagle County between the Cordillera Community and the Lake Creek Valley, known as the "Cordillera Ridge" property and generally shown on the attached Exhibit A (the "Property "); and WHEREAS, the County desires to protect the Property and intends to fund and convey a conservation easement on the Property to the Eagle Valley Land Trust; and WHEREAS, The Eagle Valley Land Trust requires a Present Conditions Report to accept, monitor and enforce the conservation easement on the Property; and WHEREAS, Contractor is authorized to do business in the State of Colorado and has experience and expertise in geology, environmental science, water, natural resource management, conservation, wildlife, fisheries, and habitat restoration necessary to prepare a Present Conditions Report, as more particularly described in Section 1 below; and WHEREAS, County and Contractor intend by this Agreement 'to set forth the scope of the responsibilities of Contractor in connection with the Work 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 A. The following will collectively be referred to as the "Work ": Contractor agrees to furnish all services, labor, personnel and materials necessary to perform and complete the Work, including,, but not limited to, the development of a draft and two final copies of the Present Conditions Report for the Property. The Work is more fully described in Exhibit B, attached hereto and incorporated herein. GIB -( 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 September 30, 2013. 3. COMPENSATION A. County shall compensate Contractor for the satisfactory performance of the Work in an amount not to exceed $3,800.00, as more fully described in Exhibit C, attached hereto and incorporated herein. B. Payment shall be made to the Contractor monthly and 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 September 30, 2013 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 September 30, 2013. 5. ADDITIONAL WORK Any additional work not identified herein, shall be performed by Contractor only after prior written approval of County. Failure of Contractor to obtain prior written authorization and acknowledgement by County for any additional work shall result in non - payment for any such additional work. 2 6. INSURANCE Unless otherwise agreed to in writing by County, Contractor agrees to provide and maintain at Contractor's sole cost and expense, the following insurance coverage: A. Workers' Compensation with policy limits as required by law, and Employers Liability Coverage, with policy limits of $1,000,000 each accident for Bodily Injury by Accident; $1,000,000 each employee for Bodily Injury by Disease; and $1,000,000 policy limit for Bodily Injury by Disease. B. Commercial Auto Coverage with limits of not less than $1,000,000 each accident combined Bodily Injury and Property Damage Liability insurance, including coverage for owned, hired and non -owned vehicles. C. Commercial General Liability with limits of liability not less than $1,000,000 per occurrence, $1,000,000 for bodily injury and property damage liability; $1,000,000 for personal injury and $1,000,000 in annual aggregate limits. D. Contractor shall name Eagle County as an additional insured on the commercial auto coverage and commercial general liability insurance identified above. E. Contractor shall maintain the foregoing coverage in effect until the Work is completed and all applicable statutes of limitation have run. All policies must contain an endorsement affording an unqualified thirty days' notice of cancellation to County in the event of cancellation of coverage 7. 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. 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. 3 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. H. Indemnification. The Contractor shall, to the fullest extent pennitted by law, indemnify and hold harmless the County and any of its officers, agents and employees against any losses, claims, damages or liabilities for which the County or any of its 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 subcontf actors hereunder; and Contractor shall reimburse the County for any and all legal and other expenses incurred by the 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 the County to the extent that the County is liable to such third party for such claim without regard to the involvement of the Contractor. I. Contractor will be responsible for the performance of the Work and shall perform the Work 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 performing the Work, Contractor shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision of its employees to ensure that the Work is performed in accordance with this Agreement. 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: 4 County: Toby Sprunk, Open Space Director Eagle County P.O. Box 850 500 Broadway Eagle, Colorado 81631 (970) 328 -8698 (p) With a copy to Eagle County Attorney 500 Broadway P.O. Box 850 Eagle, CO 81631 Contractor: Dawn Reeder, Manager Rare Earth Science, LLC P.O. Box 1245 Paonia, CO 81428 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 Prograin or other Department of Labor and Employment prograin ( "Department Program ") in order to confine the eligibility of all employees who are newly hired for employment to perfonn 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/prograi-ns/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 (1) 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 tenninated 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 tenninates the Contract for such breach. IN WITNESS WHEREOF, COUNTY and CONTRACTOR have executed this Agreement on the day and year first written above. [SIGNATURE PAGE TO FOLLOW] COUNTY OF EAGLE, STATE OF COLORADO, by and through its County Manager By: Keith Mo ag County Manager CONTRACTOR: Rare Earth Science, LLC By: Dawn Reeder, Manager EXHIBIT no Cordillera Ridge Parcel Boundary 9 .qn qnn eet r' EXHIBIT B Scope of Services Tasks to be performed and documents to be developed and provided by Rare Earth Science, LLC include: 1. Field visit to the Property to map improvements and important features of the Property. Take representative photographs, and collect observations about the Property's condition and existing conservation values; 2. An interview with the Property owner or manager about the history and management of the Property; 3. Review of published snaps, literature, and databases for information relevant to characterizing baseline conditions and conservation values of the Property; 4. Production of a draft and a final Present Conditions Report for the Property. The present conditions scope of work shall be performed by Dawn Reeder, Contractor's principal biologist. The Present Conditions Reports will conform to the requirements of Eagle County Open Space. EXHIBIT C Cost of the Work Present Conditions Report $3,800 Total cost of the Work not to exceed $3,800 without a written amendment to this Agreement. Hourly rates for the key project personal are as follows: Dawn Reeder = $105 per hour Jim Armstrong = $105 per hour 10