HomeMy WebLinkAboutC13-164 Rare Earth Science ContractAGREEMENT BETWEEN EAGLE COUNTY, COLORADO
AND
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THIS AGREEMENT ("Agreement"), dated this _ 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 desires to protect approximately 448 acres of land, more or less,
located in Eagle County, Colorado, known as the "Horn Ranch" property and generally shown
on the attached Exhibit A (the "Property"); and
WHEREAS, the County is currently negotiating the possible acquisition of the Property
and if successful, the County intends to fund and convey two conservation easements on the
Property to the Eagle Valley Land Trust, one for the portion of the Property anticipated to remain
in private ownership and one for the portion of the Property anticipated to be conveyed to Eagle
County; and
WHEREAS, The Eagle Valley Land Trust requires a Present Conditions Report to
accept, monitor and enforce the two proposed conservation easements on the Property; and
WHEREAS, the County requires a Mineral Assessment Report and a Transaction Screen
Report to fully understand the circumstances surrounding 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, Mineral Assessment Report and a Transaction Screen 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 two draft and two final Present Conditions
G C;
Reports, one for each conservation easement on the Property; a draft and final Mineral
Assessment Report for the Property, and a draft and final Transaction Screen Report for the
Property. The Work is more fully described in Exhibit B, attached hereto and incorporated
herein.
2. CONTRACTOR'S REPRESENTATION
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 July 30, 2013.
3. COMPENSATION
A. County shall compensate Contractor for the satisfactory performance of the Work
in an amount not to exceed $10,000.00, as more fully described in Exhibit C, attached hereto and
incorporated herein.
B. Payment shall be made to the Contractor upon satisfactory completion of
the Work 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 July 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 July 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
Fa
and acknowledgement by County for any additional work shall result in non-payment for any
such additional work.
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.
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.
H. Indemnification. The Contractor shall, to the fullest extent permitted 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 subcontractors 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:
C-1:
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, Principal
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 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/xpreyprot/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.
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.
SIGNATURE PAGE TO FOLLOW]
Attest:
Teak Simonton, Clerk to the Board
COUNTY OF EAGLE,.STATE
OF COLORADO, by and through its
County Manager
a"
Keith Montag
County Manager
Rare Earth Science, LLC
By:
Dawn Reeder, Manager)
Scope of Services
Horn Ranch
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 maps, literature, and databases for information relevant to
characterizing baseline conditions and conservation values of the Property;
4. Production of two (2) draft and final Present Conditions Reports , one for the portion of
the Propertyto remain in private ownership and one for the portion of the Property
anticipated to be conveyed to Eagle County. The map attached hereto as Exhibit A
shows the general boundary of the portion of the Property to remain in private ownership
and the portion to be conveyed to Eagle County. The Present Conditions Reports will
conform to the requirements of the Eagle Valley Land Trust.
5. One Mineral Assessment Report will be researched and developed for the -entire Property
This report will gather and analyze information from the Natural Resources
Conservation Service, Colorado Division of Reclamation, Mining and Safety, Bureau of
Land Management, Colorado Oil & Gas Commission, Colorado Geologic Survey, and
Eagle County. No field visit will be necessary to complete the Mineral Assessment
Report
6. One draft and one final Transaction Screen Report, which will be completed in
accordance with ASTM E1528-06, Standard Practice for Limited Environmental Due
Diligence: Transaction Screen Process. This practice satisfies requirements of Great
Outdoors Colorado (GOCO).
EXHIBIT C
Cost of the Work
Present Conditions Reports (2 reports) 6,500
Mineral Assessment Report (1 report) 1,500
Transaction Screen Process (1 report) 2,000
Total cost of the Work not to exceed $10,000 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
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