HomeMy WebLinkAboutC21-272 ECCDDocuSign Envelope ID: 4ED118C6-E422-4303-88B7-C6008F799019
AGREEMENT BETWEEN EAGLE COUNTY, COLORADO
AND
EAGLE COUNTY CONSERVATION DISTRICT
THIS AGREEMENT ("Agreement") is effective as of Julyl, 2021 by and between Eagle County Conservation
District, a Colorado special purpose district and a body corporate with those powers of a public corporation which
are specifically authorized by, and in compliance with Title 35, Article 70 of the Colorado Revised Statutes known
as the "Colorado Soil Conservation Act" (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 or enhance the natural
environment and local agricultural resources; and
WHEREAS, these funds support Contractor's community involvement and partnerships, capacity building, outreach
and events, and virtual fencing for cattle (the "Project") based out of the Eagle County Conservation District office
at 441 Broadway St, Eagle, CO 81631, 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
WHEREAS, 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.
AGREEMENT
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.
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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. Tenn 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 311 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 $50,000. 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 request 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. 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 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.
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: 970-471-883 0
Facsimile: 970-328-878 8
E-Mail: maureen.mulcahy(a-),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:
Eagle County Conservation District
Attention: Laura Bohannon
P.O. Box 360
Eagle, CO 81631
Phone: 970-445-0307
E-Mail: eaglecountycd@gmail.com
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 sixty (60) 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 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
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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.
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.
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1. 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
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:
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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).
£ 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.
[REST OF PAGE INTENTIONALL Y LEFT BLANK]
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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above.
COUNTY OF EAGLE, STATE OF COLORADO, By and
Through Its COUNTY MANAGER
DocuSigned-- __by:
By: �1�11 �Ura
Jeff Shroll, County N1tMFaWf644A328424
CONTRACTOR:
EAGLE COUNTY CONSERVATION DISTRICT
DocuSigned by:
By:
OA6320F8173D45F...
Print Name: Scott Jones
Title: Eagle County Conservation District Board President
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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. Community Involvement & Partnership (410,000). Conservation Districts were established to
provide local leadership in natural resource management. The Contractor serves as a link between
federal, state and local resources with farmers, ranchers and forest stewards. Their main purpose is
to educate, represent and advocate for private landowners and water rights holders within the
Eagle County boundary. In working more closely with the community and partnering with local
organizations, the Contractor can work together to protect, restore and enhance the conservation
management of water, soil and air for landowners. Examples of community involvement and
partnership activities include, but are not limited to, Contractor Board meetings; representation on
the Deep Creek Wild & Scenic Stakeholder group, the Colorado River Basin Roundtable, the
Eagle River Community Water Plan Stakeholder Group, and the Climate Action Collaborative;
meeting with the Colorado State Conservation Board; participation in Colorado River District
meetings, and with the Colorado Collaborative for Healthy Soils, the Western Slope Food Systems
Partnership, and other local initiatives.
ii. Capacity Building (—$3,000). The Contractor coordinates and delivers technical and financial
assistance to the community to improve water, soil and air quality, prevent erosion, restore
wetlands, and enhance wildlife. Increasing the capacity of the Contractor allows for increased
services provided directly within Eagle County. Capacity building activities include, but are not
limited to, training, completing annual State regulatory requirements, and grant writing.
iii. Outreach and Events (—$27,000). The Contractor works in conjunction with the Natural
Resources Conservation Service (MRCS) to identify and implement conservation practices in the
County. While the NRCS is committed to "helping people help the land", the Eagle County
Conservation District is the link between the two, promoting and carrying out conservation
programs by assisting communities and its members to develop, apply and maintain appropriate
conservation practices and resource management systems. Outreach and event activities may
include, but are not limited to, maintaining communication platforms; assisting landowners in
connecting to resources; planning and hosting events and workshops; participation in events, such
as the Eagle County Fair and Rodeo; providing assistance with noxious weed management and
revegetation; organizing farm tours and field trips; and building and maintaining relationships
with land trust partners.
iv. Virtual Fencing for Cattle ($10,000). These funds area grant match for the NRCS's
Conservation Innovation Grant. The Contractor will use grant funds to implement virtual fencing
within Eagle County to manage rangelands to facilitate rotational grazing and improve wildlife
habitat, soil health, and carbon sequestration.
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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 $50,000. 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 $35, 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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