City Council Agenda and Packet 2023 04 11

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AN AGREEMENT BY AND BETWEEN THE CITY OF LOUISVILLE AND GRAMA GRASS AND LIVESTOCK LLC FOR CONTRACTED SERVICES 1.0 PARTIES This AGREEMENT FOR CONSULTING SERVICES (this "Agreement") is made and entered into this 111h day of April, 2023 (the "Effective Date"), by and between the City of Louisville, a Colorado home rule municipal corporation, hereinafter referred to as the "City", and Grama Grass and Livestock LLC, a Colorado limited liability company, hereinafter referred to as the "Consultant". 2.0 RECITALS AND PURPOSE 2.1 The City desires to engage the Consultant for the purpose of providing regenerative grazing services for vegetation management to reduce presence of invasive plants; for wildlands fine fuels reduction to inhibit intensity of potential future wildfires; and for deposition of organic matter to improve soil health, as further set forth in the Consultant's Scope of Services (which services are hereinafter referred to as the "Services"). 2.2 The Consultant represents that it has the special expertise, qualifications and background necessary to complete the Services. 3.0 SCOPE OF SERVICES The Consultant agrees to provide the City with the specific Services and to perform the specific tasks, duties and responsibilities set forth in Scope of Services attached hereto as Exhibit "A" and incorporated herein by reference; provided that, Consultant shall not commence work on any of the "Alternate Activities" listed in Exhibit "A", unless and until such services have been approved in writing by the City Manager. Contractor will follow City protocols identified in Exhibit "B". 4.0 COMPENSATION 4.1 Subject to Section 6.3, the City shall pay the Consultant for services under this agreement a total not to exceed the amounts set forth in Exhibit "A" attached hereto and incorporated herein by this reference. For services provided on an hourly, per -task, or per unit basis, the cost of the service shall not exceed the hourly, per -task, or per -unit rates set forth in Exhibit "A". The City shall not pay mileage and other reimbursable expenses (such as meals, parking, travel expenses, necessary memberships, etc.), unless such expenses are (1) clearly set forth in the Scope of Services, and (2) necessary for performance of the Services ("Pre -Approved Expenses"). The foregoing amounts of compensation shall be inclusive of all costs of whatsoever nature associated with the Consultant's efforts, including but not limited to salaries, benefits, overhead, administration, profits, expenses, and outside consultant fees. The Scope of Services and payment therefor shall only be changed by a properly authorized amendment to this Agreement. No City employee has the authority to bind the City with regard to any payment for any services which exceeds the amount payable under the terms of this Agreement. 4.2 The Consultant shall submit monthly an invoice to the City for Services rendered and a detailed expense report for Pre -Approved Expenses incurred during the previous month. The invoice shall document the Services provided during the preceding month, identifying by work category and subcategory the work and tasks performed and such other information as may be required by the City. The Consultant shall provide such additional