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HomeMy WebLinkAboutC24-396 Geomorphic Science Solutions, LLC AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND GEOMORPHIC SCIENCE SOLUTIONS, LLC THIS AGREEMENT (“Agreement”) is effective as of _________________ by and between Geomorphic Science Solutions, LLC, a New York limited liability company (hereinafter “Consultant” or “Consultant”), and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, County is the owner of the Brush Creek Valley Ranch and Open Space located at 4381 and 4626 Brush Creek Road, Eagle, Colorado 81631 (the “Property”); and WHEREAS, County’s Open Space and Natural Resources Departments desires restoration planning and execution support (the “Project”) for the Property, 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 for the Project as defined below in paragraph 1 hereof, and County desires to retain Consultant 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. a. Consultant agrees to furnish the Services no later than June 1, 2025, and 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. 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. Docusign Envelope ID: 306E0D72-EA66-45DF-98DC-B40A25438780 9/20/2024 2 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. 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 June 1, 2025. 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 $26,455.00. 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. 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. 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 Docusign Envelope ID: 306E0D72-EA66-45DF-98DC-B40A25438780 3 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 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 acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Consultant. Consultant shall not enter into any sub-consultant agreements for the performance of any of the Services or additional services without County’s prior written consent, which may be withheld in County’s sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. Consultant shall require each sub-consultant, as approved by County and to the extent of the Services to be performed by the sub-consultant, to be bound to Consultant by the terms of this Agreement, and to assume toward Consultant all the obligations and responsibilities which Consultant, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any sub-consultant hired by Consultant and Consultant shall cooperate in such process. The Consultant shall be responsible for the acts and omissions of its agents, employees and sub-consultants or sub-Consultants. 7. Insurance. Consultant agrees to provide and maintain at Consultant’s sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers’ Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non-owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $2,000,000 aggregate limits. Docusign Envelope ID: 306E0D72-EA66-45DF-98DC-B40A25438780 4 iv. Professional liability insurance with prior acts coverage for all Services required hereunder, in a form and with an insurer or insurers satisfactory to County, with limits of liability of not less than $1,000,000 per claim and $2,000,000 in the aggregate. In the event the professional liability insurance is on a claims-made basis, Consultant warrants that any retroactive date under the policy shall precede the effective date of this Agreement. Continuous coverage will be maintained during any applicable statute of limitations for the Services and Project. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents, and volunteers as additional insureds. ii. Consultant’s certificates of insurance shall include sub-consultants as additional insureds under its policies or Consultant shall furnish to County separate certificates and endorsements for each sub-consultant. All coverage(s) for sub-consultants shall be subject to the same minimum requirements identified above. Consultant and sub-consultants, if any, shall maintain the foregoing coverage in effect until the Services are completed. In addition, all such policies shall be kept in force by Consultant and its sub-consultants until the applicable statute of limitations for the Project and the Services has expired. iii. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an “A.M. Best” rating of not less than A-VII. iv. Consultant’s insurance coverage shall be primary and non-contributory with respect to all other available sources. Consultant’s policy shall contain a waiver of subrogation against Eagle County. v. All policies must contain an endorsement affording an unqualified thirty (30) days notice of cancellation to County in the event of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Consultant’s certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit B. Upon request, Consultant shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five (5) business days of a written request from County, and hereby authorizes Consultant’s broker, without further notice or authorization by Consultant, to immediately comply with any written request of County for a complete copy of the policy. viii. Consultant shall advise County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Consultant, at its own expense, will Docusign Envelope ID: 306E0D72-EA66-45DF-98DC-B40A25438780 5 reinstate the aggregate limits to comply with the minimum limits and shall furnish County a new certificate of insurance showing such coverage. ix. If Consultant fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County, County shall be entitled to immediately terminate this Agreement. x. The insurance provisions of this Agreement shall survive expiration or termination hereof. xi. 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. xii. Consultant is not entitled to workers’ compensation benefits except as provided by the Consultant, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Consultant or some other entity. The Consultant is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Consultant shall defend, 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 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. 9. Ownership of Documents. All documents prepared by Consultant in connection with the Services shall become property of County. Consultant shall execute written assignments to County of all rights (including common law, statutory, and other rights, including copyrights) to the same as County shall from time to time request. For purposes of this paragraph, the term “documents” shall mean and include all reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps and work sheets produced, or prepared by or for Consultant (including any employee or subconsultant in connection with the performance of the Services and additional services under this Agreement). 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 Docusign Envelope ID: 306E0D72-EA66-45DF-98DC-B40A25438780 6 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: Peter Suneson 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8698 E-Mail: peter.suneson@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 E-Mail: atty@eaglecounty.us CONSULTANT: Geomorphic Science Solutions Attn: Brian Clarke 1776 Ellis Hollow Rd. Ithaca, NY 14850 Telephone: 805-636-1731 E-Mail: brian@geomorphsolutions.com 11. Coordination. Consultant acknowledges that the development and processing of the Services for the Project may require close coordination between various consultants and Consultants. Consultant shall coordinate the Services required hereunder with the other consultants and Consultants that are identified by County to Consultant from time to time, and Consultant shall immediately notify such other consultants or Consultants, 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. Consultant shall not knowingly cause other consultants or Consultants extra work without obtaining prior written approval from County. If such prior approval is not obtained, Consultant shall be subject to any offset for the costs of such extra work. 12. Termination. County 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 seven (7) calendar days’ prior written notice to the Consultant. Upon termination of this Agreement, Consultant shall immediately provide County with all documents as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Consultant for Services satisfactorily performed to the date of termination. Docusign Envelope ID: 306E0D72-EA66-45DF-98DC-B40A25438780 7 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. 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 Consultant 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 Consultant. 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. Docusign Envelope ID: 306E0D72-EA66-45DF-98DC-B40A25438780 8 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. 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 Consultant 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 Consultants 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 Consultant 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 Docusign Envelope ID: 306E0D72-EA66-45DF-98DC-B40A25438780 9 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 Consultant 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 Consultant's performance of the Work, the Consultant may be required to maintain, store, process or control County Data. The Consultant represents and warrants that: i. Consultant 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. Consultant’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. Consultant will notify County of any Security Incident as soon as practicable, but no later than 24 hours after Consultant becomes aware of it; iv. Consultant 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 Consultant to provide notice to any potentially impacted individual or entity, at Consultant’s expense, and Consultant shall be liable for any resulting damages to County. v. Where Consultant 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 Consultant shall maintain security procedures and practices consistent with C.R.S §§ 24-73-101 et seq.; and vi. Consultant will promptly return or destroy any County Data upon request from the County Representative. c. Consultant’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: 306E0D72-EA66-45DF-98DC-B40A25438780 10 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 GEOMORPHIC SCIENCE SOLUTIONS, LLC By: _____________________________________ Print Name: ______________________________ Title: ___________________________________ Docusign Envelope ID: 306E0D72-EA66-45DF-98DC-B40A25438780 Brian Clarke Principal & Sr. Geomorphologist 11 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES Docusign Envelope ID: 306E0D72-EA66-45DF-98DC-B40A25438780 Project 1:Brush Creek Process-Based Restoration:Phase IV Monitoring,Assessment,and Adaptive Management Plan-$15,015.00 Project 2:Brush Creek Ridgeway Riverscape Process-Based Restoration Phase I:Assessment &Restoration Opportunities-$11,440.00 Total scope of work NTE:$26,455.00 Docusign Envelope ID: 306E0D72-EA66-45DF-98DC-B40A25438780 Scope of Services Brush Creek Process-Based Restoration: Phase IV Monitoring, Assessment, and Adaptive Management Plan April 1st, 2024 Background and Objective: Eagle County Open Space (ECOS) has requested Geomorphic Science Solutions (GSS) prepare this Scope of Work (SOW) to provide continued assistance with the Brush Creek Process-Based Restoration Project, within the “Upper Ranch Reach” of the Brush Creek Valley Ranch and Open Space (BCVROS) property in Eagle, Colorado (Figure 1). This multi-phase project aims to help ECOS achieve its goals of restoring stream and riparian functions, habitat, and wildlife corridors; while also enhancing community benefits, services, and opportunities to enjoy the natural beauty of the unique landscape along Brush Creek. The work described here aims to evaluate the restoration work completed in previous phases; learn what actions were most (or least) effective; adapt future management and restoration actions, as needed, to improve long-term project success; and help communicate project goals, actions, outcomes, and the long-term objectives and socioecological benefits to a broad audience. This SOW outlines the technical work, support, and training GSS will provide to assist ECOS 1) develop and effectively implement a comprehensive monitoring, assessment, and adaptive management plan (MAAMP or “plan”), and 2) create a “public facing” project summary report that provides a high-level overview of the project and highlights the novel approaches, initial results, and lessons learned. Figure 1. Location of project area (red) Brush Creek Valley Ranch and Open Space Restoration Legend Brush Creek Restoration Extent 1 mi N➤➤N Docusign Envelope ID: 306E0D72-EA66-45DF-98DC-B40A25438780 MAAMP Objective: The MAAMP will measure, evaluate, and document the progress, effectiveness, and (hopefully) success of the restoration efforts over time; as well as provide guidance on adaptive management and restoration actions and/or future opportunities to improve project outcomes. GSS will develop the MAAMP framework and a technical report detailing the MAAMP process, procedures, and application, whereas ECOS will be largely responsible for implementing the MAAMP. GSS will assist with implementation by provide training “workshops” to ECOS staff on the concepts, tools, and techniques required to effectively carry out the MAAMP actions; as well as providing technical support and senior review of data analyses, interpretation of results, and identification of MAAMP actions. Additionally, by providing a detailed MAAMP framework, that is scalable and easily modified, ECOS will be able to apply the knowledge, skills, and abilities learned here to create customized MAAMPs and implement them “independently” to other projects in the future. Project Summary Report Objective: The summary report is intended to be a “communication tool” that documents and showcases the project in a way that is readily accessible, understandable, and informative to a broad audience (i.e., not excessively long or technical). The project applied some innovative and exciting approaches and techniques, that were cost/resource effective, balanced ecogeomorphic benefits and anthropogenic demands and services, and are already showing promising results. Because of this, the project has already gained broad attention and interest (and press), both locally and state-wide (and even nationally). The goal of the project summary report is to help with education, outreach, and communication, aimed at the general public, local officials (government, funders, etc.), regulators, and/or other interested parties. Additionally, it provides a model or road map for implementing similar LTPBR projects within Eagle County or elsewhere in the future; and a proof-of-concept or example project for future permitting and/or funding opportunities. Project Tasks The following describe the tasks GSS will complete to support Eagle County Open Space (ECOS), as well as specific deliverables, actions, and assumptions. Task 1: MAAMP Development and Documentation A senior geomorphologist from GSS, in consultation with ECOS, will develop the monitoring, assessment, and adaptive management plan (MAAMP), and provide a technical document clearly describing the goals, approach, schedule, procedures/methods, and protocols required for effective implementation. The MAAMP will build and expand on work from previous phases, and will cover the general topics below: • Monitoring: measure and document system responses to restoration efforts based on field, UAV, and desktop (GIS, RS) data. • Assessment: quantitative and qualitative analysis and interpretation of monitoring data to track restoration progress and trends, compare observed vs. expected responses (good or bad), and evaluate the performance of individual structures, complexes, and project-wide restoration efforts. • Adaptive Management: general recommendation and guidance, based on interpretation of monitoring and assessment results, on short- and long-term management strategies that will improve restoration outcomes: such as, routine maintenance (until self-sustaining), landuse management (e.g., grazing, public access), and additional restoration opportunities. Additionally, the MAAMP will clearly define “action triggers” (specific outcomes or observations) Docusign Envelope ID: 306E0D72-EA66-45DF-98DC-B40A25438780 that warrant intervention or adaptation; and outline potential adjustments to the monitoring, management, or restoration plans to address specific issues (e.g., maintain, enhance, add, or remove structures; modify revegetation or management plans/actions) Task 1 Actions and Assumptions: • GSS is responsible for developing the MAAMP and providing a technical document that clearly describes the goals, approach, schedule, procedures, and protocols to be carried out. • The MAAMP document will be succinct, accessible, and “user friendly” (ideally, less than 20 pages, and requiring 1-4 days of training to learn the skills required to implement (most) tasks. • ECOS will have opportunities to review, edit, and provide feedback on the MAAMP, to ensure it can be feasibly implemented and meets or exceeds project objectives. • Working meetings will be scheduled with ECOS to discuss 1) the MAAMP framework/outline/techniques (early in the process) and 2) a near-final draft of the MAAMP document to get final review and approval (two (2) meetings total: each meeting is assumed to last approximately 1.5hr). • ECOS will be largely responsible for implementing the MAAMP, with technical training, support and guidance provided by GSS (Task 2). • The above is a general description. The specific scope, objectives, and procedures of the MAAMP will be developed in collaboration with ECOS. Task 1 Deliverables: • MAAMP report, clearly describing the goals, approach, schedule, procedures, and protocols; and guidance on interpreting results to evaluate restoration progress and/or identify potential adjustment to improve outcomes. • Appendices will (may) include: • Maps identifying the type, location, and intent of installed structures. • Maps identifying repeat structure and photo point monitoring locations. • Annotated maps illustrating the intended response of structures and/or complexes. • Maps identifying additional restoration opportunities. • Structure design forms describing specifications and intent (pdf and excel spreadsheets) • Monitoring field forms for photo point, structure, complex, and project-wide monitoring (pdf and excel spreadsheets). • Reports, memos, maps from previous phases that are pertinent/beneficial to the MAAMP. Task 2: MAAMP Implementation Support To assist ECOS implement the MAAMP, GSS will provide technical training, support, advice, and senior review of results/actions. Implementation support will cover (in general): collection of monitoring data (based on field, UAV, GIS/Remote Sensing techniques); quantitative and qualitative analyses of monitoring data to track changes and system response to restoration; interpretation and synthesis of results to evaluate performance of restoration actions and identify adaptive management or restoration opportunities or action triggers; and presenting/communicating results to demonstrate restoration progress and/or project success (all methods and protocols will be included in the MAAMP from Task 1). Additionally, a senior geomorphologist will participate in a 2-day site visit in Fall 2024, along with ECOS staff. The site visit will focus on detailed monitoring of the entire project area (structures, complexes, overall project); conducting maintenance, enhancements, or additions to restoration structures; Identifying longer-term adaptive management actions; and providing field training to ECOS staff. Docusign Envelope ID: 306E0D72-EA66-45DF-98DC-B40A25438780 Task 2 Actions and Assumptions: • ECOS will be responsible for implementing the MAAMP, with support from GSS. • GSS will provide technical training, support, review, and advice (detailed below) from the start of this phase through December 2024. • GSS will provide up to four (4) in-person or virtual technical training workshops to ECOS staff: one (1) on monitoring, two (2) on quantitative and qualitative analyses and interpretation, and one (1) on identifying adaptive management and restoration actions (a total of four (4) workshops assumed to last up to 2hrs each). • Additional reading and/or practice with techniques may be required prior-to or post-workshops to become proficient. • The number, duration, and topics of workshops may change at the request of ECOS. • GSS will provide background material for workshops, if needed (in addition to the MAAMP document). • GSS will provide up to four (4) hours of technical support via email, zoom, phone, or in person communication. Support may cover questions, troubleshooting, interpretation of results, identification of actions (or any other topic). • GSS will provide senior review and guidance of final monitoring data, analyses, interpretation of results, and identification and action plans for adaptive management and restoration actions. • GSS will participate and coordinate with ECOS on a 2-day Fall 2024 site visit to monitor restoration progress, conduct maintenance or enhancements to structures, and provide training to ECOS staff. Task 2 Deliverables: • Prepare and present up to four (4) technical training workshops. • Informational and/or background material for all workshops (or material beneficial to MAAMP implementation) • Review, edits, recommendations of final analyses and documentation (using track changes, annotations, or other means) • Copies of notes, field forms, maps, and photos/videos from Fall 2024 site visit Task 3: Project Summary Report Assistance A senior geomorphologist from GSS will assist ECOS create a “public facing” project summary report that provides a high-level overview of the project goals, restoration process (work completed), and long-term management plan; as well as highlights the innovative and creative approaches and techniques, exciting or promising initial results, and lessons learned. The project summary report will draw from, or summarize, work products from previous phases (e.g., memos, reports, maps, figures), supplemented with additional narrative or material; to clearly communicate to a broad audience why the project was initiated, how the restoration work was completed, and what the project has and hopes to achieve. All material provided by GSS will be easily editable or modified, so ECOS can update the report to include future work/findings or extract sections for presentation, reports, “fact sheets”, or creating online story maps (with interactive maps, figures, text, etc.). Task 3 Actions and Assumptions: • GSS will collaborate with ECOS to create the report outline and identify key topics, figures, graphics, etc., to be included. ECOS will give final approval of the outline/content. • GSS will provide summary text, figures, maps (or other info) on the restoration approach, process, or other technical components of the project. Docusign Envelope ID: 306E0D72-EA66-45DF-98DC-B40A25438780 • ECOS will be responsible for compiling the final document and providing any additional sections (e.g., history or project initiation, broader BCVROS plan, grazing management, community engagement, cost-benefit assessment). • GSS will provide review and edits of the final document or individual sections at the request of ECOS. • The report will be as succinct and clear as possible (not dauntingly long or technical) • Illustrative and accessible figures, maps, photos will be prioritized, over extensive text. • GSS will provide copies of all text, maps, graphics in their original format (or a format that is editable). • GSS will participate in two (2) working meetings: one to discuss or confirm the report outline/content (early in the process), and one to discuss a near-final draft of the report (late in the process). (two (2) meetings total, assumed to last approximately 1hr each). Task 3 Deliverables include: • Summary report outline (or comments on the outline if ECOS opts to lead this step). • Attendance at up to two (2) technical meetings. • Narrative text summarizing the restoration approach, process, or other technical components as requested by ECOS. • Simple and informative maps, graphics, photos illustrating key points, as requested by ECOS. • Timely edits/review using track changes or other annotation. Task 4: Meetings and Coordination A senior geomorphologist will attend up to four (4) technical or coordination meetings with ECOS, as requested by ECOS (each meeting is assumed to last one-hour (1)). GSS will prepare materials and graphical exhibits, as needed, in preparation for each meeting to help facilitate discussion. This task also includes general project management activities such as planning, coordination, monthly status updates, and project scheduling, budgeting, and invoicing. Task 4 Deliverables include: • Attendance at up to four (4) technical meetings. • Prepare figures and exhibits for technical meetings (as needed). • Project coordination, planning, and monthly status updates. • Project management and Invoicing. Docusign Envelope ID: 306E0D72-EA66-45DF-98DC-B40A25438780 Proposed Schedule: Below is the proposed schedule to complete the SOW described above. All effort will be made to keep the project on track and maintain the proposed schedule. However, if complications or challenges arise, changes to the schedule may be required. Any changes to the schedule will be discussed and approved by ECOS. Cost Estimate: The scope of work described above will be provided on a time and materials basis for the estimated total fee shown below. The estimated costs for individual tasks are provided below and based on the best available information at the time this scope was submitted. Actual costs for individual tasks may very due to the dynamic nature this work. The total budget will not exceed $15,015.00 without express written permission. Phase IV: Proposed Schedule April May June July Aug Sept Oct Nov Dec Outline Final Document Training Workshops Mon.Asmt Asmt.AMP Support Review Site Visit - Fall 2024 Outline Report Task 4 Meetings MAAMP Implementation Summary Report Task 1 Task 2 Task 3 MAAMP Development Hrs.Labor Expenses Total Task 1.0 MAAMP Development and Documentation 20 3,100$ -$ 3,100$ Task 2.0 MAAMP Implementation Support 48 7,440$ 1,065$ 8,505$ Task 3.0 Project Summary Report Assistance 14 2,170$ -$ 2,170$ Task 4.0 Meetings and Coordination 8 1,240$ -$ 1,240$ TOTAL HOURS/FEES 90 13,950$ 1,065$ 15,015$ Proposed Budget Docusign Envelope ID: 306E0D72-EA66-45DF-98DC-B40A25438780 Scope of Services Brush Creek Ridgeway Riverscape Process-Based Restoration Phase I: Assessment & Restoration Opportunities April 1st, 2024 Background and Objective: Eagle County Open Space (ECOS) has requested Geomorphic Science Solutions (GSS) prepare this Scope of Work (SOW) to assist with developing a preliminary process-based restoration plan for the “Ridgeway Riverscape” within the Brush Creek Valley Ranch and Open Space (BCVROS) property in Eagle, Colorado (Figure 1). The project goal is to restore or preserve stream and riparian health and functions, habitat, and wildlife corridors; while also enhancing community benefits, services, coexistence with historic farming and ranching, and opportunities to enjoy the natural beauty of the landscape along Brush Creek. The Ridgeway riverscape (project area) extends from the intersection of Brush Creek with Salt Creek Road, downstream to the intersection of Brush Creek with CR307 (upstream extent of the Upper Ranch Riverscape). The project area encompasses the riverscape along approximately 1.5 linear miles of stream. Based on past rapid assessments, portions of the Ridgeway riverscape are well-functioning – with structurally complex channels and floodplains, riparian vegetation and cottonwood galleries, log jams and beaver dam activity, and moderately- to well-connected floodplains. However, these functioning sections are fragmented by geomorphically and ecologically impaired reaches, where grazing, agriculture, or other disturbances have led to a loss of riparian vegetation and large woody material, degraded channels, disconnected floodplains, limited in-stream and floodplain structural complexity, and diminished riverscape health and habitat. The long stretches of degraded or impaired stream corridor present a major impediment to longitudinal and lateral connectivity – essentially, isolating the well-functioning reaches and inhibiting the natural flow and sediment regimes, channel-floodplain interactions, riparian vegetation and habitat, and wildlife movement along the stream corridor. This project aims to identify process-based restoration opportunities that target the impaired reaches (and conserve healthy reaches) to restore lateral and longitudinal connectivity, natural/healthy geomorphic and ecological functions, and reestablish continuity between fragmented habitat and wildlife corridors throughout the riverscape. To assist ECOS achieve these restoration goals, GSS will provide the following: 1) A geomorphic assessment characterizing exiting conditions and identifying impairments to riverscape health and functions and the likely causes. 2) A restoration opportunities report that identifies and prioritizes process-based restoration opportunities and adaptive management recommendations to restore riverscape functions, as well as recommendations on next steps and phasing for restoration implementation. Figure 1. Ridgeway Riverscape project area (red) Docusign Envelope ID: 306E0D72-EA66-45DF-98DC-B40A25438780 Project Tasks The following describe the tasks GSS will complete to support Eagle County Open Space (ECOS), as well as specific deliverables, actions, and assumptions. Task 1: Geomorphic Assessment GSS will conduct a (eco)geomorphic assessment of the entire project area based on 1) desktop analysis (using GIS, aerial imagery, and remote sensing) and 2) a site visit in Fall 2024, to collect field data and observations. The geomorphic assessment will build, expand, and improve upon previous rapid assessments. The geomorphic assessment will characterize existing conditions throughout the riverscape, identify the locations and causes of impairments to riverscape health and function, and inform restoration opportunity recommendations and preliminary design development (Task 2). Task 1 Actions and Assumptions: • GSS will conduct desktop analysis of spatial datasets to remotely assess existing conditions, impairments, and preliminary restoration opportunities. • GSS will conduct a 2-day site visit in Fall 2024 (September or October) to collect field data and verify, calibrate, and refine the desktop analysis and past assessments. • The (eco)geomorphic assessment will integrate and synthesize the desktop analyses and field investigation results to provide a holistic understanding of existing conditions, processes, and impairments. • It is assumed that at least one (1) ECOS staff member will assist with the site visit to help measure and collect field data. During the site visit, GSS will provide training and explanation on field assessment techniques, how to “read” the river and riverscape processes, interpretation of field observations and measurements, and the implications for restoration planning. • The (eco)geomorphic assessment will evaluate riverscape health and functions, with a focus on geomorphic structure and processes, channel-floodplain connectivity, riparian condition and large wood availability, and existing or potential healthy geomorphic-hydrologic-biologic interactions. The assessment will identify areas with healthy vs. unhealthy riparian vegetation and provide high-level mapping of the presence/availability of large wood and willow/brush. However, this assessment will not provide a detailed vegetation or ecological survey (e.g., detailed mapping of vegetation species, trophic structure, native vs invasive plant, etc.). • (Optional, but preferred) ECOS staff will take pictures and video of the stream and riparian corridor, from predefined designated locations, during peak flow (June) and low flow (September or October 2024), prior to the site visit. • (Optional, but preferred) UAV flights will be flown to capture imagery and video during peak flow (June 2024) and low flow (October 2024) to document pre-restoration conditions. Task 1 Deliverables: • Deliverables for this task will be preliminary maps and narratives on geomorphic assessment results. The final geomorphic assessment descriptions, maps, and graphics will be included in the restoration opportunities report (Task 2). • Maps delineating riverscape margins (lateral and longitudinal boundaries of valley bottom that could potentially be inundated under the existing flow regime) • Annotated maps describing existing conditions of both well-functioning (preserve) and impaired (restore) reaches; and identifying the location and cause of impairments to riverscape functions. • Maps identifying the location, type, and intent of restoration opportunities (reach, complex, structures) and the logical work extent(s) needed to effectively restore riverscape functions. Docusign Envelope ID: 306E0D72-EA66-45DF-98DC-B40A25438780 Task 2: Restoration Opportunities Report GSS will provide a succinct report containing the finalized geomorphic assessment results; a preliminary restoration plan that identifies and prioritizes process-based restoration opportunities, preliminary designs, and adaptive management recommendations to restore riverscape functions. The restoration opportunities report will also provide recommendations on the next steps and phasing for restoration implementation. Restoration and management recommendations will focus on implementing a low-tech, process-based approaches; including installation of beaver dam analog (BDAs) and post-assisted log structure (PALS) complexes and management actions to mitigate existing impairments and promote long-term success. The aim is to mimic, or reestablish, natural features “missing” from the riverscape to restore geomorphic and ecological functions. The restoration and management actions are intended to “nudge” the system in the right direction, so that natural, self-sustaining processes take over to complete the restoration process. Task 2 Actions and Assumptions: • GSS will identify, describe, and map restoration opportunities (e.g., identify the location, type, intent and priority (impact or importance) of restoration structures, complexes, and actions). • GSS will develop preliminary designs for restoration structures, including specifications, geometry, and any special requirements/recommendations for installation. • Preliminary designs will include calculations of material types and quantities to assist with staging and permitting. • GSS will identify short- and long-term adaptive management recommendations that work in concert with restoration actions to improve project outcomes. • Restoration and management recommendations will be prioritized and categorized based on the overall benefits to riverscape health and functions and the level of effort required for implementation. • GSS will outline recommended next steps, phasing, and cost estimates for restoration implementation. • The restoration opportunities report can be further developed in future phases and/or adapted to account for new information or constraints (permitting, landuse, eco-geomorphic changes). Task 2 Deliverables: • A restoration opportunities report that includes succinct written narratives, maps, photos, and graphics on the following: • Final geomorphic assessment and mapping. • Preliminary restoration plan that identifies and prioritizes process-based restoration opportunities. • Preliminary designs for restoration structures and complexes. • Material type and quantity calculations for each restoration structure. • Maps of material staging locations and potential access routes. • Adaptive management recommendations. • Recommendations for next steps and phasing of restoration implementation. • Cost estimates for next steps and implementation. Task 3: Meetings and Coordination A senior geomorphologist will attend up to four (4) technical, planning, or coordination meetings with ECOS, as requested by ECOS (each meeting is assumed to last one (1) hour). GSS will prepare materials and graphical exhibits, as needed, in preparation for each meeting to help facilitate discussion. This task Docusign Envelope ID: 306E0D72-EA66-45DF-98DC-B40A25438780 also includes general project management activities such as planning, coordination, monthly status updates, and project scheduling, budgeting, and invoicing. Task 4 Deliverables include: • Attendance at up to four (4) technical meetings. • Prepare figures and exhibits for technical meetings (as requested). • Project coordination, planning, and monthly status updates. • Project management and Invoicing. Proposed Schedule: Below is the proposed schedule to complete the SOW described above. All effort will be made to keep the project on track and maintain the proposed schedule. However, if complications or challenges arise, changes to the schedule may be required. Any changes to the schedule will be discussed and approved by ECOS. Cost Estimate: The scope of work described above will be provided on a time and materials basis for the estimated total fee shown below. The estimated costs for individual tasks are provided below and based on the best available information at the time this scope was submitted. Actual costs for individual tasks may very due to the dynamic nature this work. The total budget will not exceed $11,440.00 without express written permission from ECOS. BCVROS Ridgeway PBR Phase I: Proposed Schedule May June July Aug Sept Oct Nov Dec Jan Desktop Field (site visit) Rest. Opportunities Design Development Report Task 3 Meetings Task 2 Restoration Opportunities Task 1 Geomorphic Assessment Hrs.Labor Expenses Total Task 1.0 Geomorphic Assessment 30 4,650$ 588$ 5,240$ Task 2.0 Restoration Opportunities 32 4,960$ -$ 4,960$ Task 3.0 Meetings and Coordination 8 1,240$ -$ 1,240$ TOTAL HOURS/FEES 70 10,850$ 588$ 11,440$ Proposed Budget Docusign Envelope ID: 306E0D72-EA66-45DF-98DC-B40A25438780 12 EXHIBIT B INSURANCE CERTIFICATE Docusign Envelope ID: 306E0D72-EA66-45DF-98DC-B40A25438780 Berkshire Hathaway Direct Insurance Company 10391 07/31/2024 Eagle County Open Space and Natural Resources P.O. Box 179, 500 Broadway Eagle, CO 81631 Geomorphic Science Solutions, LLC 1776 Ellis Hollow Rd Ithaca, NY 14850 biBERK P.O. Box 113247 Stamford, CT 06911 A Professional Liability (Errors & Omissions): Claims-Made N9PL854231 Per Occurrence/ Aggregate11/04/202411/04/2023 $1,000,000/ $3,000,000 203-654-3613844-472-0967 customerservice@biBERK.com Docusign Envelope ID: 306E0D72-EA66-45DF-98DC-B40A25438780 Docusign Envelope ID: 306E0D72-EA66-45DF-98DC-B40A25438780