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HomeMy WebLinkAboutC23-180 Eagle County Conservation DistrictAGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND EAGLE COUNTY CONSERVATION DISTRICT THIS AGREEMENT (“Agreement”) is effective as of January 1, 2023 by and between the 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 County’s natural environment and local agricultural resources in exchange for compensation set forth herein; 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 Contractor’s office at 441 Broadway St, Eagle, CO 81631, Colorado; 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 and 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. The Services shall not include efforts or actions by Contractor to pursue a tax levy or assessment pursuant to C.R.S. § 35-70-109. DocuSign Envelope ID: EEC1AE67-63EC-41D2-9731-2BF1EDD26DC7 2 Service Award Agreement 2023 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. Kallie Rand, 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, 2023. 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 $63,500.00. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours. Compensation provided by County pursuant to this Agreement shall not be applied to efforts or actions by Contractor to pursue a tax levy or assessment pursuant to C.R.S. § 35-70-109. 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 Kallie Rand (kallie.rand@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, 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. DocuSign Envelope ID: EEC1AE67-63EC-41D2-9731-2BF1EDD26DC7 3 Service Award Agreement 2023 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. 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 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. 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, or display the documents and materials and prepare derivative works. DocuSign Envelope ID: EEC1AE67-63EC-41D2-9731-2BF1EDD26DC7 4 Service Award Agreement 2023 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: Kallie Rand 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: (970) 328-3553 E-Mail: kallie.rand@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 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: EEC1AE67-63EC-41D2-9731-2BF1EDD26DC7 5 Service Award Agreement 2023 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 all 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 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. 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. k. 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. l. The recitals set forth above are incorporated herein by reference. DocuSign Envelope ID: EEC1AE67-63EC-41D2-9731-2BF1EDD26DC7 6 Service Award Agreement 2023 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 By: ______________________________ Jeff Shroll, County Manager CONTRACTOR: EAGLE COUNTY CONSERVATION DISTRICT By:________________________________ Print Name: Scott Jones Title: Eagle County Conservation District Board President DocuSign Envelope ID: EEC1AE67-63EC-41D2-9731-2BF1EDD26DC7 7 Service Award Agreement 2023 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 (~$11,500). 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 (~$4,000). 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 (~$22,500). The Contractor works in conjunction with the Natural Resources Conservation Service (NRCS) 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. Project/Program Management (~$18,000). The Contractor is responsible for implementing federal and state grants. These grants include the NRCS' Conservation Innovation Grant for Managing Rangelands with Virtual Fencing, the S.T.A.R. (Saving Tomorrow's Agricultural Resources) Soil Health Grant through the Colorado Department of Agriculture, and the Colorado Association of Conservation District's Demonstration Project. Tasks will include, but are not limited to, project management training, application design and review for participants, selection of participants, participant training, project design and planning, on-site visits, experimental design DocuSign Envelope ID: EEC1AE67-63EC-41D2-9731-2BF1EDD26DC7 8 Service Award Agreement 2023 and research and annual reports. The Contractor will also oversee all cost-share opportunities offered through the District including, but not limited, to the Noxious Weed Program and the Turf Removal Rebate Program. v. Virtual Fencing Technician ($7,500). The Contractor will hire a technician to provide technical assistance and field data analysis for the “Managing Rangelands with Virtual Fencing” Project. The technician will support the Contractor’s work through the Natural Resources Conservation Service’s Conservation Innovation Grant for virtual fencing, by collecting and examining field data to determine the general feasibility of the technology as well as by providing administrative support with GIS, social and ecological data entry, analysis and outreach. The “Managing Rangelands with Virtual Fencing” project is a 3-year study that examines the feasibility of the technology at the rangeland scale for environmental benefits, including soil and vegetation health, reduced water quality impacts, and removal of fencing for wildlife. Working with VENCE Corp, “virtual fencing” uses a wireless network of GPS communication data where ranchers place an invisible, electric fence around livestock from a computer or smartphone. 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 $63,500. 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 $39.30, 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, 2023. DocuSign Envelope ID: EEC1AE67-63EC-41D2-9731-2BF1EDD26DC7