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HomeMy WebLinkAboutC24-099 Eagle County Conservation District AGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY, COLORADO AND EAGLE COUNTY CONSERVATION DISTRICT THIS AGREEMENT (“Agreement”) is effective as of January 1, 2024 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 (hereinafter “Consultant” or “Contractor”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, Consultant provides services and opportunities to help protect or enhance County’s natural environment and local agricultural resources; and WHEREAS, County desires to support Consultant’s community involvement and partnerships, capacity building, outreach and events, and virtual fencing for cattle (the “Project”) throughout the County (the “Property”); and WHEREAS, County desires to enter into this Agreement with Consultant for the performance of the Services as defined below in paragraph 1 hereof to the public which will directly support and sustain a healthy and environmentally and economically vital and socially diverse community; and WHEREAS, Consultant is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services; and WHEREAS, this Agreement shall govern the relationship between Consultant and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Consultant and County agree as follows: 1. Services. Consultant agrees to diligently provide all services, labor, personnel, and materials necessary to perform and complete the services described in Exhibit A (“Services”) 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. a. Consultant agrees to furnish the Services no later than in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Consultant agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. DocuSign Envelope ID: DB43F9C1-588D-4D95-A727-2AB0E8729743 2 By signing below Consultant 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. c. Consultant agrees that it will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. 2. County’s Representative. Kallie Rand, the Open Space and Natural Resources Department’s designee shall be Consultant’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 12 hereof, shall continue in full force and effect through the 31st day of December, 2024. 4. Extension or Modification. This Agreement may not be amended or supplemented, nor may any obligations hereunder be waived, except by agreement signed by both parties. No additional services or work performed by Consultant shall be the basis for additional compensation unless and until Consultant has obtained written authorization and acknowledgement by County for such additional services in accordance with County’s internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement, Consultant’s rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. County shall compensate Consultant 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 $57,500.00. Consultant shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. 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 Consultant. 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). DocuSign Envelope ID: DB43F9C1-588D-4D95-A727-2AB0E8729743 3 b. Any out-of-pocket expenses to be incurred by Consultant and reimbursed by County shall be identified on Exhibit A. Out-of-pocket expenses will be reimbursed without any additional mark-up thereon and are included in the not to exceed contract amount set forth above. Out-of-pocket expenses shall not include any payment of salaries, bonuses, or other compensation to personnel of Consultant. Consultant shall not be reimbursed for expenses that are not set forth on Exhibit A unless specifically approved in writing by County. c. 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 Consultant was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Consultant 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. d. County will not withhold any taxes from monies paid to the Consultant hereunder and Consultant agrees to be solely responsible for the accurate reporting and payment of any applicable 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 Consultant 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. Sub-consultants. Consultant shall be responsible for the acts and omissions of its agents, employees, and sub-consultants or sub-contractors. 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. a. Consultant 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, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Consultant or any of its sub- consultants hereunder; and Consultant 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 DocuSign Envelope ID: DB43F9C1-588D-4D95-A727-2AB0E8729743 4 the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Consultant. 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. Ownership of 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. 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 a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 DocuSign Envelope ID: DB43F9C1-588D-4D95-A727-2AB0E8729743 5 Telephone: 970-328-8685 E-Mail: atty@eaglecounty.us CONSULTANT: Eagle County Conservation District Attention: Laura Bohannon P.O. Box 360 Eagle, CO 81631 Phone: 970-445-0307 E-Mail: eaglecountycd@gmail.com 11. Coordination. Consultant acknowledges that the development and processing of the Services for the Project may require close coordination between various consultants and contractors. Consultant shall coordinate the Services required hereunder with the other consultants and contractors that are identified by County to Consultant from time to time, and Consultant shall immediately notify such other consultants or contractors, in writing, of any changes or revisions to Consultant’s work product that might affect the work of others providing services for the Project and concurrently provide County with a copy of such notification. 12. 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 therefor with sixty (60) calendar days’ prior written notice to the other party. County shall pay Consultant for Services satisfactorily performed to the date of termination. 13. 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. 14. 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. 15. Other Contract Requirements. a. Consultant shall be responsible for the completeness and accuracy of the Services, including all supporting data or other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved the Services shall not relieve Consultant of any of its responsibilities. DocuSign Envelope ID: DB43F9C1-588D-4D95-A727-2AB0E8729743 6 Consultant shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to Consultants performing similar services. Consultant represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the Services within Colorado. This paragraph shall survive termination of this Agreement. b. Consultant 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. This Agreement constitutes an agreement for performance of the Services by Consultant as an independent contractor and not as an employee of County. 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 Consultant except that of independent contractor. Consultant shall have no authority to bind County. d. Consultant represents and warrants that at all times in the performance of the Services, Consultant shall comply with any and all applicable laws, codes, rules and regulations. 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. Consultant 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. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. h. 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. i. The invalidity, illegality, or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. j. Consultant shall maintain for a minimum of three years, adequate financial and other records for reporting to County. Consultant shall be subject to financial audit by federal, state or county auditors or their designees. Consultant authorizes such audits and inspections of records during normal business hours, upon 48 hours’ notice to Consultant. Consultant shall fully cooperate during such audit or inspections. DocuSign Envelope ID: DB43F9C1-588D-4D95-A727-2AB0E8729743 7 k. The signatories to this Agreement aver to their knowledge, no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Consultant has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Consultant shall not employ any person having such known interests. 16. Data Security. a. Definitions: i. “County Data” means all data created by or in any way originating with County and End Users, and all information that is the output of any computer processing, or other electronic manipulation, of any information that was created by or in any way originating with County and End Users, in the course of using and configuring the Services provided under this Agreement, and includes all records relating to County’s use of Contractor Services and Protected Information. ii. “End User” means the individuals (including, but not limited to employees, authorized agents, students and volunteers of County; Third Party consultants, auditors and other independent contractors performing services for County; any governmental, accrediting or regulatory bodies lawfully requesting or requiring access to any Services; customers of County provided services; and any external users collaborating with County) authorized by County to access and use the Services provided by Contractor under this Agreement. iii. “Protected Information” includes, but is not limited to, personally-identifiable information, student records, protected health information, criminal justice information or individual financial information and other data defined under C.R.S. §§ 24-72-101 et seq., and personal information that is subject to local, state or federal statute, regulatory oversight or industry standard restricting the use and disclosure of such information. The loss of such Protected Information would constitute a direct damage to the County. iv. “Security Incident” means the potentially unauthorized access by non-authorized persons to personal data or non-public data the Contractor believes could reasonably result in the use, disclosure or theft of County Data within the possession or control of the vendor. A Security Incident may or may not turn into a data breach. b. During the course of Contractor's performance of the Work, the Contractor may be required to maintain, store, process or control County Data. The Contractor represents and warrants that: i. Contractor will take all reasonable precautions to maintain all County Data in a secure environment to prevent unauthorized access, use, or disclosure, including industry-accepted firewalls, up-to-date anti-virus software, and controlled access to the physical location of the hardware containing County Data; ii. Contractor’s collection, access, use, storage, disposal and disclosure of County Data shall comply with all applicable data protection laws, as well as all other applicable regulations and directives; iii. Contractor will notify County of any Security Incident as soon as practicable, but no later than 24 hours after Contractor becomes aware of it; DocuSign Envelope ID: DB43F9C1-588D-4D95-A727-2AB0E8729743 8 iv. Contractor will provide information sufficient to satisfy County’s legal and regulatory notice obligations. Upon notice of a Security Incident, County shall have the authority to direct Contractor to provide notice to any potentially impacted individual or entity, at Contractor’s expense, and Contractor shall be liable for any resulting damages to County. v. Where Contractor has been contracted to maintain, store or process personal information on behalf of the County, it shall be deemed a “Third-Party Service Provider as defined in C.R.S. § 24-73-103(1)(i), and Contractor shall maintain security procedures and practices consistent with C.R.S §§ 24-73-101 et seq.; and vi. Contractor will promptly return or destroy any County Data upon request from the County Representative. c. Contractor’s indemnification obligations identified elsewhere in this Contract shall apply to any breach of the provisions of this Paragraph. [REST OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: DB43F9C1-588D-4D95-A727-2AB0E8729743 9 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 CONSULTANT EAGLE COUNTY CONSERVATION DISTRICT By: _____________________________________ Print Name: Scott Jones Title: President DocuSign Envelope ID: DB43F9C1-588D-4D95-A727-2AB0E8729743 10 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES I. SCOPE OF SERVICES a. CONTRACTOR SHALL PERFORM OR PROVIDE THE FOLLOWING SERVICES OR PROGRAMS TO THE PUBLIC: i. Community Involvement and Partnership ($10,500). 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 land 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, monthly Contractor Board meetings; representation of agriculture producers on the quarterly Colorado River Basin Roundtable, Natural Climate Solutions working group with Walking Mountains, and CSU Extension Horticulture/SAM Advisory Committee meetings; weekly meetings with the Colorado State Conservation Board, Colorado Department of Agriculture, Colorado Water Conservation Board, and the Natural Resources Conservation Service on local programming; attendance to the Colorado Association of Conservation District Annual Conference; participation with Colorado River District, Colorado Collaborative for Healthy Soils, Colorado Coalition to Enhance Working Lands, the Western Slope Food Systems Partnership, and other local agriculture initiatives. ii. Capacity Building ($6,000). 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, daily administration, training, completing annual State regulatory requirements, monthly accounting, and grant writing. iii. Outreach and Events ($10,500). 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, assisting landowners in connecting to resources with technical and financial assistance; planning and hosting 1 summer event and 4-6 workshops; participation in a minimum of 1 demonstration project, such as agrivoltaics and sustainable landscaping; 2-5 presentations on projects and programming; and organizing farm tours and field trips. DocuSign Envelope ID: DB43F9C1-588D-4D95-A727-2AB0E8729743 11 iv. Project/Program Management ($23,000). 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, the Colorado Association of Conservation District's Grazing Demonstration Project, the Water Efficient Landscape Conversion Program awarded through the Colorado River District and Colorado Water Conservation Board, and the National Fish and Wildlife Foundation’s America the Beautiful Challenge Grant. Additionally, the Contractor is responsible for overseeing its Native and Drought Tolerant Grass and Wildflower Seed and Tree Seedling programs. Tasks will include, but are not limited to, project/program management, training, application design and review for participants, selection of participants, participant training, project design and planning, on-site visits, experimental design and research, and annual reports. ● Managing Rangelands with Virtual Fencing- This 3-year grant will examine the feasibility of VENCE’s virtual fencing technology at the rangeland scale. In 2024 ECCD will oversee 9 base stations throughout eagle county and assist in collaring 3,000 cattle with up to 10 producers. ECCD will hire and train 2 seasonal staff members to collect vegetation data on 48 test plots. The technology will be utilized as a tool to improve adaptive grazing management strategies including rotational grazing, rest rotations and exclusion from sensitive areas such as riparian systems or burn scars. ● S.T.A.R. (Saving Tomorrow’s Agricultural Resources)- This 3-year Soil Health Grant is working with 7-10 agriculture producers and roughly 500 acres to improve soil health practices. The program provides each producer cash incentives towards the NRCS’ 5 principals of soil health: soil armor, minimizing soil disturbance, plant diversity, continual live plant/root, and livestock integration. In 2024 ECCD will add 3 new participants, collect 3 soil samples, install 3 soil moisture probes and provide technical assistance through consultation and planning for the duration of the program. ● Beyond Lawn Program- This 3 year program will address outdoor water efficiency and conservation through landscape and irrigation evaluations, turf replacement and efficient irrigation system rebates, demonstration gardens, lawn alternative test studies, and provide extensive education and outreach on waterwise landscaping. In 2024 ECCD will design evaluation reports and rebate applications, perform a minimum of 10 Landscape and Irrigation Evaluations, and review and approve 30,000 sqft of turf replacement & irrigation system rebate applications. ● America the Beautiful Challenge- is a public-private grant program for locally led ecosystem restoration projects that invest in watershed restoration, resilience, equitable access, workforce development, corridors and connectivity, and collaborative conservation. ECCD’s Grassland Restoration Cost-Share Program will target over 1,000 acres of private property with a 75/25 match to stabilize soils that have been impacted by drought with noxious weed control and revegetation. In 2024 ECCD will review and approve a minimum of 5-10 applications. ● Native and Drought Tolerant Grass and Wildflower Seed Program- ECCD has DocuSign Envelope ID: DB43F9C1-588D-4D95-A727-2AB0E8729743 12 curated 5 diverse grass and wildflower seed mixes available for sale within Eagle County. Each mix is adapted to Eagle County climate and region. In 2024, ECCD will provide a minimum of 60 hours towards education and outreach for marketing and seeding process and sales and distribution. ● Tree Seedlings Program: ECCD has partnered with OneCanopy to sell native tree seedlings to Eagle County Residents. ECCD will offer both a spring and fall tree seedling sale. 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. Specifically, the technician will collect and analyze forage productivity, containment rates and producer feedback. Eagle County’s financial support of the Eagle County Conservation District will be recognized with the placement of the Eagle County logo on all educational materials, training and workshops supported with Eagle County funding. 2. PAYMENT The services provided above will be provided for a total of $57,500.00. 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, 2024. DocuSign Envelope ID: DB43F9C1-588D-4D95-A727-2AB0E8729743