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HomeMy WebLinkAbout315931 BIG THOMPSON WATERSHED FORUM - CONTRACT - AGREEMENT MISC - BIG THOMPSON WATERSHED FORUM (2)INDEPENDENT CONTRACTOR SERVICES AGREEMENT THIS INDEPENDENT CONTRACTOR SERVICES AGREEMENT ("Agreement") is entered into as of the I" day of January, 2004, by and between City of Fort Collins, a Colorado home rule municipality (the "Client"), and Big Thompson Watershed Forum, a Colorado nonprofit corporation ("BTWF"). RECITALS The Client may wish to enter into this Agreement with BTWF for the purpose of establishing a general relationship with BTWF, because the general mission and operations of BTWF are to some degree consistent with the goals of the Client, and Client wishes to provide appropriate financial support for this general mission and these general operations. The Client may also with to enter into this Agreement with BTWF to accomplish specific tasks, with BTWF the contractor designated to carry out such tasks, within its discretion, provided such discretion is consistent with this Agreement. The Client may wish to enter into this Agreement with both of these general objections in mind. The specific terms of the parties' agreement are accordingly set forth in great detail herein and in the exhibits attached hereto. In consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties hereto agree as follows: Services. BTWF shall provide to Client the following services (the "Services"): a) BTWF agrees to continue to provide certain services consistent with its general mission and operations, as set forth in Exhibit A attached hereto and incorporated herein by this reference. The parties acknowledge that, while these services are not provided specifically for the Client, the Client wishes to provide support for BTWF's continued provision of these Services. If Exhibit A is blank or not attached to this Agreement, this subsection is not a part of this Agreement. b) BTWF agrees to provide the specific services to Client set forth in Exhibit B attached hereto and incorporated herein by this reference. If Exhibit B is blank or not attached to this Agreement, this subsection is not a part of this Agreement. The Client agrees to cooperate reasonably with BTWF in supplying all information and other material requested, which maybe necessary for BTWF to know in connection with the provision of the Services or performance of other obligations hereunder. 2. Consideration. As consideration for the Services, Client shall pay Fifty -Seven Thousand Eight Hundred Eighty -One and no/100 U.S. Dollars (US$57,881.00) to BTWF within thirty days of receipt of BTWF's invoice. 3. Independent Contractor Status. BTWF shall provide services as independent contractor, and not as an agent or employee of Client. The parties understand that BTWF may utilize subcontractors to complete some or all of the Services, under BTWF's direction and supervision. BTWF's subcontractors or employees shall not be deemed subagents of Client, and Client shall not be deemed a third -party beneficiary of any contract between BTWF and a subcontractor. BTWF shall be as responsible to Client for the acts and omissions of its subcontractors and employees as it is hereunder for BTWF's own acts and omissions. BTWF shall be responsible for BTWF's own expenses, and shall supply all equipment, tools, materials, and supplies to accomplish the work to be performed. Neither federal nor Colorado income tax, nor any other payroll tax of any kind, shall be withheld or paid by Client on behalf of BTWF. BTWF understands that BTWF is responsible for all income, FICA, and other payroll taxes in accordance with applicable law, and for the filing of all tax returns and associated forms and reports that may be required in connection with such tax obligations. 4. Term and Termination. This Agreement shall be deemed to be in force from the date hereof until December 31, 2004, unless sooner terminated as herein provided, and may be extended thereafter for additional terms of like length upon the same terms and conditions, or upon such additional terms and conditions as the parties hereto may agree. Either party may terminate this Agreement upon written notice to the other in the event of a default, if such default is not cured within a reasonable period, which in no event shall exceed 15 days. Events of default include but are not limited to: a parry's failure to pay any fees when due; insolvency or bankruptcy of party; a party's failure to provide reasonable assistance and cooperation in rendering the Services; and breach by a party of any of the terms and conditions of this Agreement. The breaching party agrees to pay all reasonable attorneys' fees and other expenses incurred by the other party as a result of any legal action taken as a result of any breach of this Agreement. After 90 days from the date hereof, either party may terminate this Agreement, with or without cause, upon 30 days' prior written notice to the other party. Termination of the Agreement shall not relieve a party of the obligation to pay fees for Services provided up to the date of termination, nor shall it relieve a party of the obligation to return any prepaid consideration for Services not yet provided by the time of termination. 5. Disclaimer; Scope of Services. By executing this Agreement, the Client acknowledges that the role of BTWF is limited to providing the Services set forth herein. Client remains responsible for all decisions made by Client, and releases BTWF from any liability or responsibility for such decisions, or for the information or lack thereof used by Client in making such decisions. Client acknowledges that engaging BTWF does not supplant the possible need to consult with other experts or contractors. 6. Limitation of Liabilitv: Insurance. a. Each party hereby releases the other party and its directors, officers, members, employees, and agents from any liability for injury or damage suffered by the other party in connection with the provision of the Services, unless such injury or damage results directly from the negligent or intentional act or failure to act of the other party. b. If this box is checked®, BTWF shall provide and maintain additional insurance of the type and with the limits and additional insured(s) set forth on Exhibit C attached hereto and incorporated herein by reference, and shall upon request by the client provided a certificate of insurance evidencing the same. 7. Notice. All notices under this Agreement shall be given in writing either personally or by Certified U.S. Mail, postage prepaid, return receipt requested, at the addresses set forth below or as changed from time to time upon notice to the other party. Notice given personally shall be deemed given when received; notice sent by U.S. Mail shall be deemed given three days after deposit in the U.S. Mail. PA 8. Miscellaneous. This Agreement contains the entire agreement of the parties, and may not be amended or modified except by a written instrument executed by all parties. A facsimile signature hereon shall be deemed an original for all purposes. A copy of this Agreement may be executed by each party, separately, and when each party has executed a copy thereof, such copies taken together shall be deemed to be a full and complete contract between the parties. This Agreement shall he governed and construed in accordance with the laws of the State of Colorado. hi the event any action or proceeding is commenced to resolve any dispute arising under this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, all costs and reasonable attorneys' fees incurred in such action or proceeding. EXECUTED on C_ l 2004, and deemed to be EFFECTIVE as of the date first written above. CLIENT: City of Fort Collins a Colorado home rule municipality By: ohn F. F chbach Title: and Authorized Signatory City Manager Client's SSN/FEIN/TIN: 84_6000587 Address: PO Box 580 Fort Collins, CO K5-22 BY: Direc Date: ATTEST: CONTRACTOR: Big Thompson Watershed Forum a Colorado nonprofit corporation By: K. Title: Coordinator and Authorized Signatory BTWF's FEIN/TIN: Address: 06-1682189 1669 Eagle Drive Loveland, CO 80537 INDEPENDENT CONTRACTOR SERVICES AGREEMENT EXHIBIT A BTWF shall provide and maintain the following services consistent with its general mission and operations: a) Maintain an effective voluntary watershed protection program that fosters open communication and cooperation among stakeholders, with strong financial and public support based on documented goals, strategic plans and accomplishments. b) Facilitate cooperative water quality assessment and the voluntary exchange of information in order to identify and address water quality concerns in a proactive manner. c) Reduce or eliminate existing and potential water quality problems in the Big Thompson Watershed by providing educational programs that increase awareness of water quality and related quantity issues; by developing and/or supporting voluntary operating practices that address existing and potential water quality problems; and by providing water quality and watershed related information to any party having the potential to impact water quality within the Big Thompson Watershed. INDEPENDENT CONTRACTOR SERVICES AGREEMENT EXHIBIT B BTWF shall provide to Client the following services: Maintain a collaborative water -monitoring program, including program design, sample collection & preservation, sample analysis, data management, and periodic reporting. This monitoring program is designed to accomplish the following objectives: a) Assess the degree of compliance with existing and anticipated water quality or stream standards and classifications related to the beneficial uses of water within the Big Thompson Watershed (HUC 10190006) and Horsetooth Reservoir; b) Determine the trophic state of Horsetooth Reservoir and other selected reservoirs in the Big Thompson Watershed. c) Assess the impact of feeder system (streams, canals, groundwater) loads on these reservoirs; d) Assess the magnitude and statistical significance of temporal and spatial trends in quality constituents for both concentrations and mass loads at each monitoring site; and e) Distinguish between flow -related variation, and variation related to changes in land use; and f) Create periodic summaries of the results of the above and present the same to the Client at reasonable intervals during the term of the Agreement. Client shall have the right to copies of all such summaries and the relevant data sets involved, whether in print or electronic format, and BTWF shall retain the rights to such summaries, data sets, and work product produced during the term of the Agreement. INDEPENDENT CONTRACTOR SERVICES AGREEMENT EXHIBIT C During the term of this Agreement, BTWF shall maintain, at its own expense, and with an insurance company authorized to do business in Colorado, the following insurance coverage: An insurance policy for general liability and property damage coverage, including contractual liability and personal injury insurance in minimum limits of liability of $1,000,000 combined single limit for bodily injury and property damage liability. BTWF shall name the Client as an additional insured under said policy, and shall provide a certificate evidencing such insurance coverage to Client within thirty (30) days from the date of execution of the Agreement.