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Home My WebLink AboutC19-128 Town of Basalt IGADocuSign Envelope ID: 45149C66-F2E4-4FFF-850E-F4458BE26C4B AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND THE TOWN OF BASALT FOR EMERGENCY WATERSHED MITIGATION PROJECTS APPROVED BY THE USDA NATURAL RESOURCES CONSERVATION SERVICE (MRCS) THIS INTERGOVERNMENTAL AGREEMENT ("Agreement") is effective as of 4/23/2019 , between Eagle County, Colorado acting by and through its Board of County Commissioners ("County") and the Town of Basalt (hereinafter "Town") (collectively the "Parties"). RECITALS WHEREAS, the 2018 Lake Christine Fire burned public and private lands in unincorporated Eagle County and in the Town of Basalt; and WHEREAS, through the Emergency Watershed Protection ("EWP") Program, administered by the Natural Resources Conservation Service ("NRCS"), United States Department of Agriculture, the Town of Basalt, as Project sponsor, will be awarded a grant (the "NRCS EWP Grant") to reimburse the Town for the cost of watershed mitigation projects to prevent potential flooding damage as a result of the Lake Christine Fire burn scar (the "Project"), as set forth in more detail in the Emergency Watershed Protection Program Statement of Work - EWP Project #5081 attached as Exhibit 1 (the "Project Documents"); and WHEREAS, the NRCS EWP Grant contemplates a Project amount of $1,349,875.00 (the "Grant Amount"), for which the NRCS will provide 75% of the funding on construction costs (FA) and payment of 100% the technical assistance (TA) costs, which TA costs shall not exceed 10% of the total construction costs, through reimbursement to the Town; and WHEREAS, the State of Colorado has also awarded the Town a grant to provide one half of the non-federal share of the FA portion of the NRCS EWP Grant (e.g. 12.5%), as set forth in the Grant Award Letter and Grant Award attached as Exhibit 2 (the "State Grant"); and WHEREAS, the Project will include property located within the Town of Basalt and outside the Town in unincorporated Eagle County and, thus, the County and Town wish to work cooperatively in the completing the Project and efficiently using each jurisdiction's resources, staff, and equipment to maximize the effectiveness of the Project; DocuSign Envelope ID: 45149C66-F2E4-4FFF-850E-F4458BE26C4B WHEREAS, the Parties each have certain resources and infrastructure that are impacted by natural events that threaten public property, health, safety and welfare and the environment; and WHEREAS, it is essential that communities and entities work together to share and provide resources to one another during critical periods in emergencies when resources become scarce, as such resources are necessary to preserve life and property; and WHEREAS, when one community provides such assistance to the other, it supports the ideology of the "whole community" as emphasized by the Federal Emergency Management Agency ("FEMA") and also builds a partnership that may provide a reciprocal benefit in the event of future emergencies; and WHEREAS, the Parties enter into this intergovernmental agreement pursuant to the provisions of §29-1-203, C.R.S.; and WHEREAS, it is in the best interest of the citizens of Eagle County and Town of Basalt for the Parties to enter into this intergovernmental agreement. AGREEMENT NOW, THEREFORE, in consideration of the terms and covenants stated herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows: SECTION 0 Incorporation 0.1 The foregoing recitals and Exhibits 1 and 2 are incorporated herein. SECTION 1 Terms of Funding 1.1 As Project Sponsor, the Town will manage the Project. The County agrees to provide to the Town its personnel, equipment, and materials to complete portions of the Project work, as set forth in the Project Documents. The Town shall contract with SGM, Inc. to manage the technical assistance and completion of the Project work ("TA Contractor"), which the County approves. The County and Town shall use their personnel, equipment, materials, and resources to the complete the Project work in cooperation with the TA Contractor and in accordance with the Project Documents as well as any related engineering or design specifications. The TA Contractor may also hire other subcontractors to complete work or provide equipment or materials, subject to approval of the Town and County. DocuSign Envelope ID: 45149C66-F2E4-4FFF-850E-F4458BE26C4B 1.2 As set forth in this Agreement and Exhibits 1 and 2, the Town and County will be reimbursed through the NRCS EWP Grant and the State Grant for completion of the Project work (the "Project Funds"), except as otherwise set forth herein. The County and Town shall together be responsible for the costs of 12.5% of the Grant Amount through the performance of the in-kind services contemplated by this Agreement, which shall not be reimbursed and shall be each party's own responsibility. The Project Funds shall not be used for any other cost that is not reimbursable pursuant to the NRCS EWP Grant Project Documents or State Grant. Not more than 10% of the Project Funds may be used for technical assistance (TA) work on the project. The work completed by the TA Contractor shall be allocated and paid as part of the TA portion of the Project first and the cost of any TA work incurred by the County and Town in excess of 10% of the work on the Project shall be the County or Town's responsibility, as determined by the provisions in paragraph 1.8. 1.3 The NRCS and State will distribute the Project Funds to the Town on a regular basis as invoices are received and processed by each party. The County will submit invoices to the Town on a monthly basis for the Project work completed by the County for the prior month. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task, equipment or materials used, a breakdown between construction costs and TA costs, and such other detail as the Town may request. The County shall be required to provide all reports and documentation requested by the NRCS or State to allow for payment of the Project Funds. The Town and the County shall comply with all federal and state requirements necessary for compliance with the NRCS EWP Grant and the State Grant, including procurement requirements. 1.4 The Town will work diligently to obtain reimbursement from the NRCS or the State. Upon receipt of a proper and accurate invoice, the Town will disburse funds to the County within thirty (30) days of receipt of Project Funds from the NRCS or State of Colorado for such Project work. All invoices must be emailed to christy.hamrick@basalt.net to ensure proper payment. 1.5 The Town will not withhold any taxes from funds disbursed to the County and the County agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. 1.6 All funds disbursed under this Agreement shall be or have been expended solely for the purpose for which granted, and any funds not so expended, including funds lost or diverted for other purposes, shall be returned to the Town. The County and Town shall provide the other Party with progress reports as to the respective work completed upon the other Party's request. 1.7 The Parties acknowledge that the Project work will be performed using in-kind resources or contractors approved by the County and the Town. The Town is responsible for disbursing payments to the County from funds actually received from the NRCS EWP Grant and State Grant and appropriated and budgeted for this Project, and not from any other source. 1.8 In the event the cost of the Project exceeds the Grant Amount and/or the Parties incur costs in the performance of work within the scope, terms, and conditions of the Project that are not DocuSign Envelope ID: 45149C66-F2E4-4FFF-850E-F4458BE26C4B reimbursed by the NRCS or State, including work by the TA Contractor and/or other subcontractors, the Parties agree to share those costs based on the location of project. If the property is within the Town of Basalt boundaries, the Town will assume the overage. If the project is outside of the Town of Basalt boundaries within Eagle County, then Eagle County will pay the overage. SECTION 2 Term 2.1 Subject to Section 4, below, this Agreement shall commence on the date and year first written above and shall continue until completion of the Project or December 31, 2019, whichever is sooner. 2.2 This Agreement may be extended for an additional one-year period (a "Renewal Period") subject to the terms and conditions agreed upon by the Parties. Any extension for a Renewal Period must be in writing to reflect the Parties' agreement as to any funding for the Project and the terms of such funding. SECTION 3 Books and Records 3.1 The Town and County each agrees to maintain comprehensive, complete and accurate records and accounts of its use of the Project Funds under this Agreement for a period of three (3) years following expiration or termination, which period shall be extended at the County's reasonable request. The County and Town, and its authorized agents and representatives, shall have the right within such period to inspect the other Party's books, records and documents upon advance written notice. The Town and County each agrees to fully cooperate during state or Federal audits or inspections. SECTION 4 Termination 4.1 In the event of default by a Party, the other Party may terminate this Agreement, with 30 calendar days' prior written notice to the other. Upon termination of this Agreement, the Parties shall immediately provide the other Party with all necessary documents, as required in Exhibit 1. In the event of such termination, the Town shall disburse Project Funds for deliverables satisfactorily performed to the date of termination and for which Project Funds have been received by the Town from the NRCS and/or State. SECTION 5 Appropriations 5.1 Notwithstanding anything to the contrary contained in this Agreement, the County and Town shall have no obligations under this Agreement after, nor shall any payments be made to the DocuSign Envelope ID: 45149C66-F2E4-4FFF-850E-F4458BE26C4B other Party in respect of any period after December 31, 2019 without an appropriation therefore by the respective Party in accordance applicable law. 5.2 No provision of this Agreement shall be construed or interpreted as creating a multiple fiscal year direct or indirect debt or other financial obligation of the County or the Town within the meaning of any constitutional or statutory debt limitation. SECTION 6 Independent Status 6.1 Nothing contained in this Agreement shall be deemed to create a relationship of employer- employee, master -servant, partnership, joint venture or any other relationship between the County and the Town. Neither Party shall have the authority to bind the other. SECTION 7 Insurance 7.1 The Parties shall respectively provide their own public liability, property damage, and errors and omissions insurance coverage as each party may deem adequate and necessary for any potential liability arising from this Agreement and, at a minimum, as may be required under the terms of the State Grant. The Parties shall each name, subject to the approval of each respective party's insurance carriers, the other party as co-insured under this Agreement and, upon reasonable written request, shall furnish evidence of the same to the other party. SECTION 8 Governmental Immunity 8.1 Nothing in this Agreement shall be construed to waive, limit, or otherwise modify any governmental immunity that may be available by law to the Parties and their respective officials, employees, contractors, or agents, or any other person acting on behalf of the Town or the County, and, in particular, governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes. SECTION 9 Disputes and Jurisdiction 9.1 This Agreement shall be interpreted in accordance with the laws of the State of Colorado and the parties agree to submit to the exclusive venue and jurisdiction of the 51h Judicial District in the County of Eagle, State of Colorado. SECTION 10 Notice DocuSign Envelope ID: 45149C66-F2E4-4FFF-850E-F4458BE26C4B 10.1 Any notice and all written communications required under this Agreement shall be given in writing by personal delivery, facsimile, ground shipping, U.S. Mail, or email as long as the recipient acknowledges receipt, to the other party at the following addresses: County: Dana Erpelding Deputy Director, Eagle County Public Health 500 Broadway P.O. Box 850 Eagle, CO. 81631 Phone: (303) 917-8044 dana.erpelding@eaglecounty.us With a copy to: County Attorney's Office 500 Broadway PO Box 850 Eagle, CO 81631 Phone: (970) 328-8685 Fax: (970) 328-8699 kathy.parker@eaglecounty.us Town: Ryan Mahoney Town Manager Town of Basalt 101 Midland Avenue Basalt, CO 81621 Phone: (970)927-4701 Fax: (970)927-4703 ryan.mahoney@basalt.net With a copy to: Jeff Conklin, Town Attorney Karp Neu Hanlon, P.C. 201 14th Street, Suite 200 P.O. Drawer 2030 Glenwood Springs, CO 81602 Phone: (970)945-2261 (970)945-7336 DocuSign Envelope ID: 45149C66-F2E4-4FFF-850E-F4458BE26C4B j j c(d),mountainlawfirm. com Notices shall be deemed given on the date of delivery; on the date the facsimile or email is transmitted and confirmed received or, if transmitted after normal business hours, on the next business day after transmission, provided that a paper copy is mailed the same date; or three days after the date of deposit, first class postage prepaid, in any official depository of the U.S. Postal Service. SECTION 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 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. 11.4 This Agreement may not be assigned by either party. 11.5 This Agreement may be modified by a written amendment that is signed by all parties. 11.6 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. DocuSign Envelope ID: 45149C66-F2E4-4FFF-850E-F4458BE26C4B DocuSign Envelope ID: 4C61215D-FF6B-469E-B950-29C292E72F 1 B 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 Board of County Commissioners DocuSigned by: By: Je Qnmrrey, Chair ATTEST: DocuSigned by: I i" tV1°jviu& R4' a900:BriwoClerk to the Board of County Commissioners TOWls