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HomeMy WebLinkAboutC16-017 Eagle County Conservation DistrictI ,i AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND EAGLE COLINTY CONSERVATION DISTRICT FOR OPERATION OF THE PESTICIDE RESALE PROGRAM This Agreement ("Agreement") dated as of this tl day of Tctrr- ,2016, is between the County of Eagle, State of Colorado, a body corporate and politic (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 ofServices: 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; Eagle County Commissioners' OfficeC16-017 ' t,, e. ensuring District staff is available for public sales and assistance, a minimum of 12 hours per week (preferably 3 hours per day) during the growing season each year; f. maintaining a list of purchasers and providing annual sales reports to the County by September 1" of each year; g. provision of Material Safety Data Sheets to the ECVMD on an annual basis, by September l" of each year; I.2 The District understands and asrees 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. I.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 literafure to the District: 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 suidelines. 2. Term of Agreement: 2.I The term of this Agreement shall commence upon execution of the Agreement by both parties and shall end on December 3I,2016, 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 wriffen notice. 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.I 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 above. County shall compensate District for the performance of the Services in an amount not to exceed Five Thousand Dollars ($51000.00). 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 3 I st 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 Govemment Budget Law (C.R.S. $ 29-l-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, indemniff, hold harmless and defend County and its officials, boards, officers, principals and employees from all losses, costs, claims, damages and liabilities, including reasonable attomey's fees and expenses for which 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: Eagle County Attn: Scott Griffin 500 Broadway Post Offrce Box 850 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: 97 0-328-8699 E-Mail : atty@eaglecounty.us 8. Insurance: Insurance Type o Workers' Compensation DISTRICT: Eagle County Conservation District Attn: P.O. Box 360 Eagle, CO 81631 Coverage Minimums Statutory 8.1 At all times during the term of this Agreement District shall maintain in full force and effect the followinq insurance: o 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. 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. JurisdictionandConfidentiality: 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: 1 1.1 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. ll.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. I 1.3 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. II.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. lI.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 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 notaized, if applicable. All use of electronic signatures shall be govemed by the Uniform Electronic Transactions Act. C.R.S. 24-71.3-10l to l2l. 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- verif 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. 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 certiSr 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-Veriff Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E-veriff program can be found at: http : i/www. dhs. eov/xprevprot/pro srams/sc- I I 8 5 22 I 6 7 8 1 5 0. shtm c. Contractor shall not use either the E-veri$ 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. Notifu 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 notiff the Colorado Secretary of State if Contractor violates this provision of this Agreement and County terminates the Agreement for such breach. [REMATNDER OF PAGE INTENTIONALLY LEFT BLANK] 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 EAGLE COUNTY CONSERVATION DISTRICT By: Its: EXHIBIT A INSURANCE CERTIFICATES COVERAGEg CERTIFICATE OF LIABILITY INSURANCE CERTIFTCAIE XUTSBER:REVISION NU'TIBER: ::llitin ?gn,*:jf$qH:Yjtl.9n-I1g.tYgtf-l!td", riliExo oR ALIER rHE covERAcE AFFoRD€D By rHE poLrcrEsBsLofY' rHls CERIFTCATE oF lxsuRAllcE DoEs Nor col{srrruie-r courmcr seryvrEr ixEjii'uri'6''i'fiiiiiniil'lfii";'di#;REPRESEHTATIVE OR PRODUCER, AHD TIIE CERTIFICATE HOLDER. I*PORTAHT: ]f tbr cardfcEl8 trotOer ttFnE aod condisons of the policy, cettain pollelos may requfe an siroordd.ent. A Btabmont on lf SUBROGAT|Oil |s wnivEo, suolea to ne thls certiticats does not conier rtghts to thecerttficete holder in lieu of euch PRODI'CEt STATE FARN' INSURANCE CARL CIANI AGENCY s6a0eFanr, 2402 S. GRAND AVE&. cr-eruwooo spRrNGs, co 81601 EAGLE COUNTY CON$ERVATION DISTRICT PO BOX 360 EAGLF, CO 81631 _U!CEEEg_4Ct9!g!9_covERAGE __ NArc I THIS IS TO CERNFY THAT THE POLICIES Or IXSUNNNCC LISTEO BELOW HAVE BEEN' I r^ ' r FE rvLrvrED ur rNlur(ANue Ll$ t EU tsts|-Uw iIAVE EEEN IESUED TO THE TNSURED IIAMED ABOVE FOR THE pOLlCy PERIOD lPj*{F.:JgHg"IS?jXoS.Y.$gySJ.FNl:JEI11,9L,99*f:l'pt-gi l*-ggtq!^qionbnEri'EbcuMENr wrH REspEcr ro wHrcH rHrscERTlFlcArE MAY BE tssuED oR I\tAy pERrArN. rne nsuerurce *ronoeo et-rii'i,oird,Ls-oei3il"'r5"iiii'iin'',""tijl.il"ciib'^l|;#"#Jill:EXCLUSTOilS Ai\,D CONIITIONS OF SUCH POUCIES. LfMITS SHOWN ttlAY Xlvr eEeN REDUCEO By prrO Cr-anrS rypE oF lilsURArGe ,?.".'fi:,trr .^ ^ -..-;- | _?g,ugy-El!_ I _?9qCy ep -. ' ---- _ i X I couurncnl cEr{En,e! llABtltwf- H CLAIMS-MADE i joccuR G€X'L AGGR€GATE LN'IT APPLIES PER: o2t2012016 loznMZott i eecHoccuRneNcr I s 1.000.000I iDAmGFYO-ntErIYEr1 PREMTSES(EaMnco) IS AIIY AUTO ALL olI,I{ED I---j SCHEDULEDAUTOS i I Atrfos HrREDA,ros -J Xgi**to li BODILY IIJURY (Per rmon) I q ! I BODILY ItUURY (P€r scidenr) I i uxaRELrJruAs Exc€ssLtAB I lcunrS IIIOE(ERS CO1|PErISAT|oN AXO EIIPLOYER$ UAAIUTY ANY PROPRIETORPARTNER€XECIMVE OFFIC T'EMBER EXCLI'DED?(r|.nt toryltrNHI ll to6, descrtbs wdr i E.L DTSEASE-EA E,L. OISEASE - POLICY UM OgSCgPTbll oF OFER TEIS, L@A?€i{S / v€l{GLEs (An*h ACORD tol, Arrfrron l Rrmrtr Sch.dulr, It mfr !p.cr 6 rcqd6dl rE HOLDER @ 1988-2010 ACORD CORPORATION. A[ rights rrsenred. EAGLE COUNTY PO BOX 179 EAGLE, CO 8t63{ SHOULD AI{Y OF THE ABOVE OESCRTBED POLICIES BE CANCELLEO BEFORETHE EXPIRATbiI DA'E THEREOF, '{OTICE WILL BE OELIVEREO IN ACCORDAIIICE WITH THE pOLlCy pR(MStOlfS. acoRD 25 {201(yO5}TheACORD namg and logo are regisbred marks of ACORD 1001486 132849.8 01-23-2013