HomeMy WebLinkAboutC21-097 Roaring Fork ConservancyAGREEMENT BETWEEN EAGLE COUNTY, COLORADO
AND
ROARING FORK CONSERVANCY
THIS AGREEMENT (“Agreement”) is effective as of ________________ by and between Roaring Fork
Conservancy, a Colorado nonprofit corporation (hereinafter “Contractor”) and Eagle County, Colorado, a body
corporate and politic (hereinafter “County”).
RECITALS
WHEREAS, Contractor has agreed to provide services and opportunities to help protect the natural environment;
and
WHEREAS, these funds support Contractor’s general operating expenses, Science and Policy Program, Fryingpan
Study, Water Quality Monitoring for the Fryingpan, Roaring Fork, and Upper Cattle Creek, and implementation of
the Roaring Fork Regional Water Efficiency Plan (the “Project”) based out of the Roaring Fork Conservancy office
at 22800 Two Rivers Road, Basalt, Colorado (the “Property”); and
WHEREAS, the parties acknowledge and agree that the Services (defined below) promote the health, safety and
welfare of the people of Eagle County and are intended to provide services that could otherwise be performed by
County directly; and
W HEREAS, Contractor has elected to perform the Services on its own and County has, therefore, elected to
compensate Contractor to perform the Services for the public to fulfill an important public purpose; and
WHEREAS, compensation paid by County to Contractor enables Contractor to perform the Services for the public
and County shall have no responsibility for the performance of the Services; and
WHEREAS, County desires to enter into this Agreement with Contractor for the performance of the Services to the
public which will directly support and sustain a healthy, environmentally and economically vital and socially diverse
community; and
WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and
experience necessary to provide the Services as defined below in paragraph 1 hereof; and
WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection with the
Services.
A GREEMENT
NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as
follows:
1.Services or Work. Contractor agrees to diligently provide all services, labor, personnel and materials
necessary to perform and complete the services or work described in Exhibit A (“Services” or “Work”) which
is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with
the provisions and conditions of this Agreement.
DocuSign Envelope ID: F9346D96-1104-4A78-9B51-EB57CA963BDB
3/24/2021
C21-097
a. Contractor agrees to furnish the Services and reports or other information required
by County in accordance with the schedule established in Exhibit A . If no schedule is specified in
Exhibit A , then Contractor agrees to furnish the Services to the public in a timely and expeditious
manner consistent with the applicable standard of care. By signing below Contractor represents that
it has the expertise and personnel necessary to properly and timely perform the Services.
b. In the event of any conflict or inconsistency between the terms and conditions set
forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions
set forth in this Agreement shall prevail.
2. County’s Representative. The County’s designee shall be the Contractor's contact with respect to this
Agreement and performance of the Services.
3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to
the provisions of paragraph 11 hereof, shall continue in full force and effect through the 31st day of December,
2021. County makes no representations concerning the possibility of future Agreements with Contractor and
Contractor should not rely on this Agreement being extended or renewed in the future.
4. Modifications . Any amendments or modifications shall be in writing signed by both parties.
5. Compensation. County shall compensate Contractor for the performance of the Services in a sum computed
and payable as set forth in Exhibit A . The performance of the Services under this Agreement shall not
exceed $20,000. Contractor shall not be entitled to bill at overtime and/or double time rates for work done
outside of normal business hours.
a. Payment will be made for Services satisfactorily performed within thirty (30) days
of receipt of a proper and accurate invoice from Contractor. All invoices shall include detail
regarding the hours spent, tasks performed, who performed each task and such other detail as County
may request. If County is not satisfied with the completeness of a submitted invoice, County may
requ est Contractor either revise the invoice or provide additional information.
To ensure proper payment, all invoices must be in .pdf format delivered via email to Maureen Mulcahy
(maureen.mulcahy@eaglecounty.us).
b. If, prior to payment of compensation or reimbursement for Services but after
submission to County of a request therefore by Contractor, County reasonably determines that
payment as requested would be improper because the Services were not performed as prescribed by
the provisions of this Agreement, the County shall have no obligation to make such payment. If, at
any time during the term or after termination or expiration of this Agreement, County reasonably
determines that any payment made by County to Contractor was improper because the Services for
which payment was made were not performed as set forth in this Agreement or purposes for which
payment was made were misrepresented, then upon written notice of such determination and request
for reimbursement from County, Contractor shall forthwith return such payment(s) to County. Upon
termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall
forthwith be returned to County.
c. No additional services or work performed by Contractor shall be the basis for
additional compensation.
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d. County will not withhold any taxes from monies paid to the Contractor hereunder
and Contractor 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.
e. Notwithsta nding anything to the contrary contained in this Agreement, County
shall have no obligations under this Agreement after, nor shall any payments be made to Contractor
in respect of any period after December 31 of any year, without an appropriation therefor 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).
6. Subcontractors. The Contractor shall be responsible for the acts and omissions of its agents, employees and
subcontractors.
7. Insurance . Contractor agrees to provide and maintain at Contractor’s sole cost and expense insurance
appropriate for the type of Services it provides to the public. Such insurance may include, but not be limited
to, workers compensation insurance as required by law; automobile coverage; commercial general liability
or professional liability coverage. Contractor is not entitled to workers’ compensation benefits except as
provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation
coverage is provided by Contractor or some other entity.
8. Indemnification, Governmental Immunity and No Third Party Beneficiaries.
a. The Contractor shall indemnify and hold harmless County, and any of its officers,
agents and employees against any losses, claims, damages or liabilities for which County may
become subject to insofar as any such losses, claims, damages or liabilities arise out of, any
negligence or willful malfeasance on the part of the Contractor in performing the Services; and
Contractor shall reimburse County for reasonable attorney fees and costs, legal and other expenses
incurred by 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 County is liable to such third party for such claims without regard to the
involvement of the Contractor. This paragraph shall survive expiration or termination hereof.
b. The parties hereto understand and agree that the County is relying on, and does
not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights,
immunities and protections provided by the Colorado Governmental Immunity Act, as from time to
time amended, or otherwise available to County, its affiliated entities, successors or assigns, its
elected officials, employees, agents and volunteers.
c. Enforcement of this Agreement and all rights and obligations hereunder are
reserved solely for the parties and not to any third party. This Agreement does not and shall not be
deemed or construed to confer upon or grant to any third party any right to claim damages or to
bring any suit, action or other proceeding in connection with the Agreement. The parties
acknowledge that the Services could otherwise be performed by the County but County has instead
determined to provide financial support through compensation as set forth in paragraph 5. Such
compensation by County enables Contractor to perform the Services for the public and County shall
have no responsibility therefor. Because Contractor is delivering the Services to the public and not
Eagle County, the public shall have no rights under this Agreement and may not make any claim
against County in connection with this Agreement.
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9. Documents. Documents and materials prepared by Contractor during the term of this Agreement shall be
provided to County upon request and County shall have the right at no additional cost, to copy, use, re-use,
publish, display, the documents and materials and prepare derivative works.
10. Notice . Any notice required by this Agreement shall be deemed properly delivered when (i) personally
delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by
FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed
below, or (iv) when transmitted via e-mail with confirmation of receipt. Either party may change its address
for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party.
COUNTY:
Eagle County, Colorado
Attention: Maureen Mulcahy
500 Broadway
Post Office Box 850
Eagle, CO 81631
Telephone: 970-471-8830
Facsimile: 970-328-8788
E-Mail: maureen.mulcahy@eaglecounty.us
With Copy to:
Eagle County Attorney
500 Broadway
Post Office Box 850
Eagle, CO 81631
Telephone: 970-328-8685
E-Mail: atty@eaglecounty.us
CONTRACTOR:
Roaring Fork Conservancy
Attention: Rick Lofaro
22800 Two Rivers Road
PO Box 3349
Basalt, CO 81621
Phone: 970-927-1290
E-Mail: rick@roaringfork.org
11. Termination . Either party may terminate this Agreement, in whole or in part, at any time and for any reason,
with or without cause, and without penalty therefore with seven (7) calendar days’ prior written notice to the
other party. County shall pay Contractor only for Services satisfactorily performed to the date of termination.
12. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this
Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall
be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under
and shall be governed by the laws of the State of Colorado.
13. Execution by Counterparts; Electronic Signatures. This Ag reement 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
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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.
14. Other Contract Requirements and Contractor Representations .
a. Contractor shall be responsible for the completeness and accuracy of the Services
and shall correct, at its sole expense, all significant errors and omissions in performance of the
Services. Contractor shall perform the Services in a skillful, professional and competent manner
and in accordance with the standard of care, skill and diligence applicable to contractors performing
similar services. Contactor shall comply with the highest standards of customer service to the
public. Contractor shall provide appropriate supervision to its employees to ensure the Services are
performed in accordance with this Agreement. This paragraph shall survive termination of this
Agreement.
b. Contractor agrees to work in an expeditious manner, within the sound exercise of
its judgment and professional standards, in the performance of this Agreement. Time is of the
essence with respect to this Agreement.
c. 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
County and Contractor except that of independent contractor. Contractor shall have no authority to
bind County.
d. Contractor shall comply with any and all applicable laws, codes, rules and
regulations and that is personnel are duly licensed, if required, to perform the Services in Colorado.
e. This Agreement contains the entire agreement between the parties with respect to
the subject matter hereof and supersedes all other agreements or understanding between the parties
with respect thereto.
f. Contractor shall not assign any portion of this Agreement without the prior written
consent of the County. Any attempt to assign this Agreement without such consent shall be void.
g. 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.
h. The invalidity, illegality or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision hereof.
i. The signatories to this Agreement aver to their knowledge no employee of the
County has any personal or beneficial interest whatsoever in the Services 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.
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j. 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.
k. Contractor acknowledges that it is prohibited from using Eagle County funds to
provide certain public benefits to undocumented individuals pursuant to C.R.S. 24.76.5-101 et. seq.
l. Contractor shall comply at all times and in all respects with all applicable federal,
state and local laws, resolutions and codes; and specifically, with the requirements of the Civil
Rights Act of 1964 and Section 504 of the Rehabilitation Act concerning discrimination on the basis
of race, color, gender, sex, sexual orientation, age, religion, national origin or disability.
m. Contractor shall maintain, for a minimum of three (3) years, adequate financial
and programmatic records for reporting to County on the performance of its responsibilities
hereunder. Contractor shall be subject to financial audit by county auditors or their designees.
Contractor authorizes County to perform audits or to make inspections during normal business
hours, upon 48 hours’ notice to Contractor for the purpose of evaluation its performance under this
Agreement. Contractor shall cooperate fully with County.
n. The recitals set forth above are incorporated herein by reference.
15. Prohibitions on Government Contracts.
As used in this Section 15, 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:
https://www.uscis.gov/e -verify
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c. Contractor shall not use either the E-verify program or other Department Program
procedures to undertake pre-employment s creening 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
in dividual, 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.
IN WITNESS WHEREOF, the parties ha ve executed this Agreement the day and year first set forth above.
COUNTY OF EAGLE, STATE OF COLORADO, By and
Through Its COUNTY MANAGER
By: ______________________________
Jeff Shroll, County Manager
CONTRACTOR:
ROARING FORK CONSERVANCY
By:________________________________
Print Name: Richard Lofaro
Title: Executive Director
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EXHIBIT A
SCOPE OF SERVICES, SCHEDULE, FEES, REPORTING REQUIREMENTS
1. SCOPE OF SERVICES
a. CONTRACTOR SHALL PERFORM OR PROVIDE THE FOLLOWING SERVICES OR
PROGRAMS TO THE PUBLIC:
i. Science and Policy Program Support (~$9,000): Eagle County funds will be used to
support RFC’s Science and Policy Program, which addresses current issues and future
threats to the Roaring Fork Watershed through proactive scientific studies coupled with
multi -jurisdictional watershed planning and implementation efforts. The Watershed
Action program informs federal, state, and local land management decisions, and drives
on-the-ground projects to protect and restore the watershed. Many of the program’s
actions come from the Roaring Fork Watershed Plan, which was recently updated, and
includes initiatives to address a wide range of subject matter, including water quantity
and quality, hydrology, riparian and river ecology, geomorphology, post-fire recovery, and
economics. A report detailing tasks completed or in progress as well as any additional
accomplishments will be provided in December 2021.
ii. Fryingpan Study (~$5,000)
o Didymo Monitoring As part of the Comprehensive Lower Fryingpan River
Assessment, RFC partnered with Colorado Mountain College (CMC) Lead ville’s
Natural Resource Management Program to create a solid two-year baseline of
Didymo quantification on the Lower Fryingpan River and select sites above
Ruedi Reservoir (used as reference sites). RFC will conduct a third year of
maintenance monitoring to ensure a watchful eye on this nuisance species.
This involves surveying up to 10 sites three times per year. In addition, RFC is
working to compile the past 4 years of data into a comprehensive report and
analysis of trends to inform future management. Data collected and analysis
report will be provided to Eagle County Staff.
o Anchor Ice Monitoring RFC will work to create and implement an anchor ice
monitoring program that mirrors the didymo monitoring program. Goals are to
better document and understand when and where anchor ice occurs on the
Fryingpan River and inform best management practices. RFC will work with
current experts in the field of anchor ice to create and review study protocols.
A report detailing sampling protocols, data collected, and lessons learned will
be provided to Eagle County.
iii. Water Quality Monitoring- Fryingpan, Roaring Fork, Upper Cattle Creek (~$2,000):
Roaring Fork Conservancy will continue Water Quality monitoring in portions of the
Fryingpan, Roaring Fork, and Upper Cattle Cr eek waterways located in Eagle County.
Water quality data will be stored with RFC’s extensive baseline data collection, reported
to Colorado River Watch, and in some places, be used in targeted studies and reports to
refine beneficial project opportunities. An update of sites sampled and data/results will
be provided to Eagle County.
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iv. Implementation of the Roaring Fork Regional Water Efficiency Plan (~$4000): RFC will
build upon the work begun in early 2020 to revive the Regional Water Efficiency Plan. This
will include working with the Ruedi Water and Power Authority to re-engage stakeholders
and work with local utilities and communities to facilitate implementation of the action
items detailed in the Plan. An update of accomplishments, communication, meetings, and
work in progress will be provided to Eagle County at the end of 2021.
b. CONTRACTOR SHALL COMPLY WITH THE FOLLOWING SCHEDULE OR MILESTONES
IN PERFORMANCE OF THE SERVICES:
The aforementioned services will be provided throughout the year.
2. PAYMENT
The services provided above will be provided for a total of $20,000. Payment will be made for Services
satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Contractor.
The Contractor shall invoice the County quarterly. All invoices shall include detail regarding tasks performed
and the associated staff hours spent, with the agreed hourly rate of $65 for the Water Quality Monitoring and
Didymo Study tasks, and $75 per hour for the remaining tasks, and total billed amount for each task and such
other detail as County may request. If County is not satisfied with the completeness of a submitted invoice,
County may request Contractor either revise the invoice or provide additional information.
3. CONTRACTOR SHALL BE REQUIRED TO SUBMIT THE FOLLOWING REPORTS TO COUNTY:
The Contractor shall submit an annual report to Eagle County demonstrating that the services outlined in the
scope of work were provided satisfactorily in accordance with the terms of this agreement. The County shall
authorize final payment only if the Contractor adequately demonstrates satisfactory performance. Said report
and final invoice shall be submitted no later than December 15, 2021.
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