HomeMy WebLinkAboutC15-150 Eagle County Conservation District AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND EAGLE COUNTY CONSERVATION DISTRICT FOR OPERATION OF THE PESTICISE RESALE PROGRAM This Agreement ("Agreement") dated as of this L.� day of )k,t , 2015, is between the County of Eagle, State of Colorado, a body corporate and politic, by and through its Board of County Commissioners or County Manager(the"County") and the Eagle County Conservation District hereinafter("District"). RECITALS WHEREAS, the County, through its Vegetation Management Department (hereinafter the "ECVMD"), 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. arranging for the purchase, sale,pick-up and record keeping of all pesticide chemicals to be sold to the public; b. tracking and payment of all sales taxes to appropriate jurisdiction; c. safe handling and storage of chemicals in a designated climate controlled storage facility owned by the County; d. safe handling of chemicals when selling to the public; e. ensuring District staff is available for public sales and assistance, a minimum of 15 hours per week (preferably 3 hours per day, Monday—Friday) during the growing season each year; f maintaining a list of purchasers and providing annual sales reports to the County by September 1St of each year; g. provision of Material Safety Data Sheets to the ECVMD on an annual basis, by September 1st of each year; 1.2 The District understands and agrees that no restricted use chemical sales will be permitted. 1.3 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. 1.4 The District agrees that District will not knowingly enter into any arrangement with third parties that will conflict in any manner with this Agreement. 1.5 County agrees to provide the following in connection with this Agreement: a. provision of a designated climate-controlled storage facility for storage of the District's chemicals at no cost to the District. The storage facility will be located at the County maintenance service center to the extent space is available. County cannot guarantee office space at the maintenance service center for use by the District; b. ECVMD will provide"best options for use"recommendation literature to the District; and c. ECVMD will conduct periodic checks of the District's chemical sales operations to ensure the public is being served by the District as agreed upon and will also advise and assist the District by providing recommendations to the District as to how to meet state and federal guidelines. 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, 2015, 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. Extension or Modification: 3.1 This Agreement may be extended for up to three additional one year terms upon written agreement of the parties. Any amendments or modifications shall be in writing signed by both parties. 4. Independent Contractor: 4.1 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. 4.2 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. 4.3 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. 5. Compensation: 5.1 County shall provide at no cost to the District, use of a designated chemical storage facility located at the County maintenance service center, to the extent space is available and administrative oversight of the Eagle County Pesticide Resale Program, as set forth in Section 1.5 c. above. The County will not assist with funding of District personnel or District operations under the Eagle County Pesticide Resale Program. 5.2 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). 6. 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 3 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. 7. 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: Scott Griffin Attn: 500 Broadway QX 3i Post Office Box 850 )GL� cp F)1,3/ Eagle, CO 81631 With a copy to: With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E-Mail: atty@eaglecounty.us 8. Insurance: 8.1 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 Broad Form Property Damage or as specified in the Colorado Governmental Immunity Act, whichever is greater 8.2 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 Agreement. Insurance certificates shall be attached to this Agreement as Exhibit A. 4 9. Non-Assignment and Subcontractors: District shall not assign this Agreement or employ any subcontractor without the prior written approval of the County. The District shall be responsible for the acts and omissions of its agents, employees and sub-contractors. The District shall bind each subcontractor to the terms 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. 10. 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. 11. Miscellaneous: 11.1 This Agreement constitutes the entire Agreement between the parties related to its subject matter. It supersedes all prior proposals, agreements and understandings, either verbal or written. 11.2 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 11.3 No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. 11.4 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. 11.5 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. 11.6 The signatories to this Agreement aver to their knowledge no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Contractor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. 11.7 The Contractor, if a natural person eighteen(18) years of age or older, hereby swears and affirms under penalty of perjury that he or she(i) is a citizen or otherwise lawfully 5 present in the United States pursuant to federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Agreement. 12. Execution by Counterparts; Electronic Signatures: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original,but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. 13. Prohibitions on Public Contract for Services: As used in this Section 13, the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8- 17.5-101, et. seq. If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, Contractor certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Contractor 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 Services under this Agreement. a. Contractor shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement 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 6 c. Contractor 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 Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Contractor shall be required to: i. Notify the subcontractor and County within three (3) days that Contractor has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; 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 undocumented individual; except that Contractor shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. e. Contractor 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 Contractor violates these prohibitions, County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and County terminates the Agreement for such breach. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. COUNTY OF EAGLE, STATE OF COLORADO By and through its County Manager By: Brent cFa , unty Manager EAGLE COUNTY CONSERVATION DISTRICT By: Its: /.‘s, 'aeKf 8 EXHIBIT A INSURANCE CERTIFICATES 9 A`c•RE, CERTIFICATE OF LIABILITY DATE(IMYDO/TYyy) ITV INSURANCE 04/09!2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the poiicy(les)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER STATE FARM INSURANCE c rncT Den-g1 Cloud Now CARL CIANI AGENCY (Ac.No.Ex*970-945-6201 1 irc.Ne);970-945-7707 J StateFann 2402 S.GRAND AVE ADORES,s; A. GLENIMOOD SPRINGS, CO 81601 RERIS)AFFORDING COVERADE I Nide it _ INSURED INSURER A:State Farm Fire and Casualty Company 25143 EAGLE COUNTY CONSERVATION DISTRICT INSURER B: PO BOX 360 INSURERC: _ EAGLE, CO 81631 INSURER D: INSURER E: INSURER F: • COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE USTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 15 SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE Policy NUMBER r EFF - A CiENERIIL LIABILITY uteri ©`C 96-BF-E713-2 02/20/2015 02/20/2016 EACH OCCURRENCE :5 1,000,000 X COMMERCIAL GENERAL LIABILITY REtR DAMAGE TO RENTED CLAIMS-MADE f I OCCUR PREMISES(Eeocwrre,xe) S MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY ,$ GENERAL AGGREGATE S 2,000,000 GEML AGGREGATE UNIT APPLIES PER X I Policy n LOC PRODUCTS-COMPJOPAGC� $ 2.000,000 AUTOMOBILE LIABYJrY `5 ANY AUTO E]El (Ea dent) LIMIT $ AUTOS OWNED SCHEDULED BODILY INJURY(Per person) _AUTOS HIRED AUTOS NON-OWNED BODILY INJURY(Per accident)I$ AUTOS ((PPROPERTY ac eeruDAMAGE s 1 I $ _ UMBRELLA UAB .OCCUR 0 l�---�-I $ EXCESS LIAR CLAIMS-MADE EACH OCCURRENCE _S OED I 1 RETENFION$ AGGREGATE $ WORKERS COMPENSATION 3 AND EMPLOYERS'UAaR17Y WC LIMIT I OTH ANY PROP RIETORIPARTNER/EXECUTIVE nY J N TORY LIMITS t OFFICEIMEMBEREXCLUDED? I l NJA E.LEACHAGCIOENT $ Mee,at y i e unear i I I E.L.DISEASE-EA EMPLOYEE`S j OFSGRPrlON OF OPERATIONS.be 1 01 I t IE.LDISEASE-POUCYLIMIT $ 1 i DESCRIPTION OF OPERAAONS J LOCATIONS 1 VEHICLES(AnacIl ACORD 101.Additional Remon%Schedds.IF more spas Is Ired) ANNUAL POLICY:PAID DATE PAID JANUARY 16-2015 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE EAGLE COUNTY THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POUCY PROVISIONS. 500 BROADWAY 4 EAGLE,CO 84831 AUT '—.,RREPR : �`■ F41 4(4 -----) 1 ACORD 25 2010105 01988-2010 ACORD CO-PORATION. All rights reserved. ( ) The ACORD name and logo are registered marks of ACORD 1001486 132849.8 01-23-2013 ACORD T. CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 04/13/2015 PRODUCER Pinnacol Assurance THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY 7501,E Lowry Blvd AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS Denver,CO 80230-7006 CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: Pinnacol Assurance 41190 Eagle County Conservation District —— 258 Center Drive INSURER I& Glenwood Springs,CO 81601 INSURER C: INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDNG ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD'L POLICY EFFECTIVE POLICY EXPIRATION LTR INSRD TYPE OF INSURANCE POLICY NUMBER DATE(MM/DD/YYYY) DATE(MM/DD/YYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED _J CLAIMS MADE E] OCCUR PREMISES MED EXP(Any one person) PERSONAL&ADV INJURY GEN'L AGGREGATE LIMIT APPLIERS PER. GENERAL AGGREGATE - POLICY PROJECT r LOG - PRODUCTS-COMP/OP AGG AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO jEa Accident __ ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE (Per accident GARAGE LIABILITY AUTO ONLY-EA ACCIDENT ANY AUTO OTHER THAN EA ACC AUTO ONLY. AGG EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE OCCUR ] CLAIMS MADE AGGREGATE DEDUCTIBLE RETENTION $ WORKERS COMPENSATION AND X WC STATU- OTHER A EMPLOYER'S LIABILITY 4148571 06/01/2014 06/01/2015 TORY LIMITS ANY PROPRIETOR/PARTNER/EXECUTIVE EL EACH ACCIDENT $100,000 OFFICER/MEMBER EXCLUDED? E DISEASE-EA EMPLOYEE $100,000 If yes,please describe under SPECIAL PROVISIONS below E DISEASE-POLICY LIMIT $500,000 OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS CERTIFICATE HOLDER CANCELLATION 1605158 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Eagle County THE EXPIRATION DATE THEREOF,THE ISSUING COMPANY WILL ENDEAVOR TO 3289 Cooley Mesa Rd. NOTIFY 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO Gypsum,CO 81637 THE LEFT,BUT FAILURE TO NOTIFY SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Ryan Roginson ACORD 25(2001/08) Underwriter ACORD CORPORATION 1988 CERTIFICATE HOLDER COPY Eagle County 3289 Cooley Mesa Rd. Gypsum, CO 81637 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.