No preview available
HomeMy WebLinkAboutC03-039 Mountain Maintenance• Ca3 -~~-03 AGREEMENT REGARDING PROVISION OF MAINTENANCE SERVICES FOR SNOW PLOWING OF REGIONAL TRAIL IN EDWARDS This Agreement Regarding Provision of Professional Services For Trail Sweeping Services dated as of a ~ , 2003, is between the County of Eagle, State of Colorado, a body corporate and politic, b and through its Board of County Commissioners ("County"), and Mountain Maintenance ("Contractor"). A. Contractor has submitted to County a Proposal for performing the Services (defined in Section 1) and represented that it has the expertise and personnel necessary to properly and timely perform the Services. B. Contractor and County intend by this Agreement to set forth the Scope of the responsibilities of the Contractor in connection with the Services and related terms and conditions to govern the relationship between the Contractor and County in connection with the Services. AGREEMENT Therefore, for good and valuable consideration, including the promises set forth herein, the parties agree to the following: 1. Scone of the Services: Contractor's Services consists of those services performed by the Contractor, Contractor's Employees and Contractor's subcontractors. The Contractor shall provide all labor, materials and equipment necessary to perform and complete the Services described herein ("Services"): a) Mountain Maintenance shall be responsible for the removal of snow from that specific section of the Eagle County Regional Trail System known as the "East Edwards Trail" which begins on the southeast comer of the Highway 6 and I-70G Spur Road in Edward, running parallel with the Eagle Rive, and ending at Cemetery Road near Berry Creek Middle School. The East Edwards Trail, including one spur trail to the Old Edwards Estate bridge, is 1.33 miles long (approximately 7031 feet) and includes a 12' wide bridge over the Eagle River ("East Edwards Trail Bridge") that has a vehicle weight limit of 10,000 pounds. b) The East Edwards Trail shall be plowed after each one inch (1") snowfall. Plowing shall be at a minimum width of eight (8) feet. The East Edwards Trail shall be plowed in a manner that allows the snowmelt to drain cross-slope off of the trail and without undue impact to adjacent property. The East Edwards Trail Bridge shall only be plowed using anall-terrain vehicle mounted with a plow blade to avoid damage to the bridge decking and to avoid exceeding weight limits. • c) Potential but related extra work beyond the scope described in items a) and b) above may requested from the contractor. This extra work would be paid for by the agreed upon hourly rate, and called out as a separate item on the regular monthly invoice. d) The contractor hereby acknowledges that he/she is able to provide the snow plowing services for the East Edwards trail. e) Contractor shall submit the names and qualifications of all maintenance personnel and any subcontractors proposed to do the work. The county shall have the right to approve of all proposed personnel and subcontractors prior to commence of any work. f) The Parties hereto recognize that the scope of the Services may change. When the Contractor believes that the scope of the Services has been changed or that by reason of a decision of County it will be required to redo properly completed Services, the Contractor shall immediately advise County of such belief and shall also provide a statement of the maximum additional charges for such Services. The Contractor shall not be entitled to be paid for any such additional Services unless and until County agrees in writing that the scope of the Services has changed and accepts the statement of the maximum additional charges. 2. Contractor's Professional Level of Care: The Contractor shall be responsible for the quality and completeness of the Services. The fact that the County has accepted or approved the Contractor's Services shall not relieve the Contractor of any of its responsibilities. The Contractor and its subconsultants shall perform the Services in a skillful, professional and competent manner and in accordance with the standards of care, skill and diligence applicable to snow removal services providers with respect to similar Services. 3. Time of Performance and Termination: a) The initial term of this Agreement is from the date the contract is executed by County to May 31, 2003. Servicing shall commence upon the date of execution of this contract. The parties recognize that County is a governmental entity and that all obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. The rates of compensation provided hereunder shall not change during a renewal period unless approved in writing by County and Contractor before the commencement of the renewal term. b) County may terminate this Agreement immediately, in whole or in part, for its convenience upon providing notice to the Contractor. Such termination shall be effective upon receipt of the notice by Contractor or upon such other date as specified by County. c) Notwithstanding anything to the contrary contained in this Agreement, no charges 2 • • shall be made to County nor shall any payment be made to Contractor for any Services done after May 31, 2003, without the written approval of the County in accordance with a budget adopted by the Board of County Commissioners in accordance with the provisions of Article 25 of Title 30 of the Colorado Revised Statues and the Local Government Budget Law (C.R.S 29-1-101 et seq.). 4. Compensation and Payment: In consideration of its performance of the Services, the Contractor shall be paid as follows: a) County shall pay $50.00 per hour for services to plow 1.30 miles of trail including the bridge over the Eagle River. Contractor shall bill monthly, in arrears, for the services. Additional services shall be billed monthly according to the above fee. b) Rates established in the agreement shall remain in effect during the duration of the agreement and shall apply to all services rendered under the agreement including repair services. Any change in rates will only occur at the beginning of a renewal period if previously agreed to by the County and Contractor in writing. c) Invoices shall describe the Services performed. Upon request, Contractor shall provide County with such other supporting information as County may request. d) All invoices will be sales tax free because County is a government exempt from such taxes. e) The Contractor shall maintain comprehensive, complete and accurate records and accounts of its performance relating to this Agreement for a period of three (3) years following final payment hereunder, which period shall be extended at County's reasonable request. County shall have the right within such period to inspect such books, records and documents upon demand, with reasonable notice and at a reasonable time, for the purpose of determining, in accordance with acceptable accounting and auditing standards, compliance with the requirements of this Agreement and the law. 5. Project Mana ems: Ira Weiss of Mountain Maintenance shall be designated as Contractor's Project Manager for the Services. County's Road and Bridge Director shall be responsible for this Agreement. All correspondence between the parties hereto regarding this project shall be between and among the project managers. Either party may designate a different project manager by notice in writing. 6. Independent Contractor: It is expressly acknowledged and understood by the parties hereto that nothing contained in this Agreement shall result in, or be construed as establishing, an employment relationship. Contractor shall be, and shall perform as, an independent contractor. No agent, subcontractor, employee, or servant of Contractor shall be, or shall be deemed to be, the employee, agent or servant of County, The 3 • i Contractor shall be solely and entirely responsible for its acts and for the acts of Contractor's agents, employees, servants and subcontractors during the performance of this Agreement. 7. No Subcontracting; No Assignment: The Contractor understands and hereby acknowledges that County is relying primarily upon the expertise and personal abilities of Contractor. Contractor may not subcontract or delegate any part of the Services or substitute subcontractors without County's written consent, which consent County may exercise in its sole discretion. Neither Contractor nor its subcontractors may assign its interest in the Agreement or in its subcontract, including the assignment of any rights or delegation of any obligations provided therein, without the prior written consent of County, which consent County may withhold in its sole discretion; provided that County hereby consents to any assignment to a successor entity to Contractor and to an assignment to an entity affiliated (by ownership) with Contractor. Except as so provided, this Agreement shall be binding on and inure to the benefit of the parties hereto, and their respective successors and assigns, and shall not be deemed to be for the benefit of or enforceable by any third party. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Agreement. 8 9 10. Ownership of Documents: Records of Service provided under this Agreement shall be given to County at its request. Insurance: At all times during the term of this Agreement, Contractor shall maintain the following insurance: a) Type of Insurance b) Comprehensive Liability c) Workers' Compensation Coverage Limits $1,000,000 minimum As required by Colorado law c) All insurance required hereby shall be issued by an insurance company or companies authorized to do business in the State of Colorado. The Contractor shall deliver certificates of required insurance to the County within fifteen (15) calendar days of execution of this Agreement by the Board. d) Before permitting any subcontractor to perform any Services under this Agreement, Contractor shall either (1) require each of his subcontractor to procure and maintain, during the life of his subcontracts, insurance which meets the requirements for the Contractor herein, or (2) provide for insurance of the subcontractor in Contractor's own policies in the amounts required herein above. Indemnification: Within the limits allowed by law, Contractor shall indemnify the County for, and hold and defend the other party and its officials, boards, officers, 4 • principals and employees, harmless from all costs, claims and expenses, including reasonable attorney's fees, arising from claims of any nature whatsoever made by any person in connection with the acts or omissions, or representations by, the Contractor. This indemnification shall not apply to claims by third parties against the County to the extent that the County is liable to such third party for such claim without regard to the involvement of the Contractor. The Contractor acknowledges that in agreeing to the foregoing indemnification, County is relying on, and does not waive or intend to waive, the monetary limitations, or any other rights, immunities and protections provided by the Colorado Governmental Immunity Act, (C.R.S §24-10-101 et seq.), as from time-to-time amended or as otherwise available to County, its commissioners, officers and employees, all of which rights, immunities and protections County expressly retains. 11. Notices: Any notice and all written communications required under this Agreement shall be given in writing by personal delivery, FAX or mail to the appropriate party at the following addresses: a) Contractor: Mountain Maintenance PO Box 1946 Edwards, CO 81632 Phone: 926-5544 Fax: 926-5544 b) County: Brad Higgins Director, Road and Bridge Eagle County PO Box 250 Eagle, CO 81631 Phone: 328-3540 Fax: 328-3546 c) Notices shall be deemed given on the date of delivery if delivered by personal delivery or delivery service such as Federal Express or United Parcel Service, or three days after the date of deposit, first class postage prepaid, in an official depository of the U.S. Postal Service. 12. Miscellaneous: a) The Contractor shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement on the basis of race, color, religion, national origin, sex, ancestry, physical handicap, sexual orientation, age, political affiliation or family responsibility. The contractor shall require all consultants to agree to the provisions of this subparagraph. b) The making, execution and delivery of this Agreement by the parties hereto has 5 • not been induced by any prior or contemporaneous representation, statement, warranty or agreement as to any matter other than those herein expressed and set forth herein. This Agreement embodies the entire understanding and agreement of the parties, and there are no further or other agreements or understandings, written or oral, in effect between them relating to the subject matter hereof. This Agreement may not be amended, including by any modification or, deletion from or addition to the scope of the Services, except by a written document of equal formality executed by both parties hereto. c) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado, without reference to choice of law rules. The parties agree that venue in any action to enforce or interpret this Agreement shall be in the District Court in the 5th District for the State of Colorado. d) This Agreement does not and shall not be deemed to confer upon or grant to any third party any right enforceable at law or equity arising out of any term, covenant, or condition herein or the breach thereof. e) If either party pursues legal action in connection with a breach of this Agreement, the prevailing party shall be entitled to its costs and expenses, including reasonable attorney fees. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. Clerk to the B~6ard of County Commissioners COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its $OARD OF COUNTY COMMISSIONERS By: Michael L. Ga lagher, Ch ' an CONTRACTOR B ~~ a y: .t--- print ~ame_ ~',~~. l,~'.~ ~ S c print title ~r~.y ~-,e.d 6 GENERAL CONDITIONS 1. Contractor shall provide and pay for labor, materials, equipment, tools, utilities, permits, licenses, transportation, and other facilities and services necessary for proper execution and completion of the Work. 2. If Contractor fails to obtain the tax exemption(s) applicable to public works projects from sales, consumer, use and similar taxes, Contractor shall pay the same. Owner (County) will cooperate with Contractor to obtain tax exemption for this project. 3. Contractor shall be responsible for having taken steps reasonably necessary to ascertain the nature and location of the Work, and the general and local conditions which can affect the Work or the cost thereof. Any failure by Contractor to do so will not relieve him from responsibility for successfully performing the Work without additional expense to the Owner. Owner assumes no responsibility for any understanding or representations concerning conditions made by any of its officers, employees or agents prior to the execution of this Agreement, unless such understanding or representations are expressly stated in the Agreement. 4. Before commencing activities, Contractor shall: (1) verify field conditions; (2) carefully compare this and other information known to Contractor with the Agreement; and (3) promptly report errors, inconsistencies or omissions discovered to Owner. 5. Contractor shall supervise and direct the Work, using Contractor's best skill and attention. Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures, and for coordinating all portions of the Work. 6. Contractor, as soon as practicable, shall furnish in writing to the Owner the names of subcontractors and suppliers for each portion of the Work. 7. No charge shall be made by Contractor for hindrances or delays from any cause whatever during the progress of any portion of the Work, unless such hindrance or delay is caused in whole or in part by acts or omissions within the control of Owner. In any event, Owner may grant an extension of time for the completion of the Work, provided it is satisfied that delays or hindrances were due to causes outside Contractor's control, e.g., weather, or to acts of omission or commission by the Owner, provided that such extensions of time shall in no instance exceed the time actually lost to Contractor by reason of such causes, and provided further that Contractor shall have given Owner immediate (as determined by the circumstances, but not exceeding 72 hours) notice in writing of the cause of the detention or delay. 8. Contractor shall deliver, handle, store and install materials in accordance with manufacturers' instructions. 9. Contractor warrants to Owner that: (1) materials and equipment furnished under the Agreement will be new and of good quality; (2) the Work will be free from defects not inherent in the quality required or permitted; and (3) the Work will conform to the requirements 7 • of the Agreement. 10. Contractor shall comply with and give notices required by all federal, state and local laws, statutes, ordinances, building codes, rules and regulations applicable to the Work. If the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, rules or regulations without notice to Owner, Contractor shall assume full responsibility for such Work and shall bear the attributable costs. Contractor shall promptly notify Owner in writing of any conflicts between the specifications for the Work and such governmental laws, rules and regulations. 11. Contractor shall keep the premises and surrounding area free from accumulation of debris and trash related to the Work. 12. Before permitting any of his subcontractors to perform any Work under this contract, Contractor shall either (a) require each of his subcontractors to procure and maintain during the life of his subcontracts, Subcontractor's Public Liability and Property Damage Insurance of the types and in the amounts as maybe applicable to his Work, which type and amounts shall be subject to the approval of the Owner, or (b) insure the activities of his subcontractors in his own policy. 13. To the fullest extent permitted by law, Contractor shall indemnify and hold harmless Owner, its board, commissioners, employees and the agents of any of them, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) including loss of use resulting therefrom, but only to the extent caused in whole or in part by negligent acts or omissions of the Contractor, a subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable. 14. The performance of the Work maybe terminated at any time in whole, or from time to time in part, by Owner for its convenience. Any such termination shall be effected by delivery to Contractor of a written notice ("Notice of Termination") specifying the extent to which performance of the Work is terminated and the date upon which termination becomes effective. After receipt of a Notice of Termination, and except as otherwise directed by Owner, Contractor shall, in good faith, and to the best of its ability, do all things necessary, in the light of such notice and of such requests in implementation thereof as Owner may make, to assure the efficient, proper closeout of the terminated Work (including the protection of Owner's property). Among other things, Contractor shall, except as otherwise directed or approved by Owner: a. stop the Work on the date and to the extent specified in the Notice of Termination; b. place no further orders or subcontracts for services, equipment or materials except as may be necessary for completion of such portion of the Work as is not terminated; c. terminate all orders and subcontracts to the extent that they relate to the performance of Work terminated by the Notice of Termination; d. assign to Owner, in the manner and to the extent directed by it, all of the right, title and interest of Contractor under the orders or subcontracts so terminated, in which case Owner shall have the right to settle or pay any or all claims arising out of the termination of such orders and subcontracts; e. with the approval of Owner, settle all outstanding liabilities and all claims arising out of such termination or orders and subcontracts; and f. deliver to Owner, when and as directed by Owner, all documents and all property which, if the Work had been completed, Contractor would be required to account for or deliver to Owner, and transfer title to such property to Owner to the extent not already transferred. In the event of such termination, there shall be an equitable reduction of the Contract Price to reflect the reduction in the Work and reflecting the costs incurred by Contractor to terminate and demobilize, together with reasonable overhead and profit thereon, and no cost incurred after the effective date of the Notice of Termination shall be treated as a reimbursable cost unless it relates to carrying out the unterminated portion of the Work or taking closeout measures. 9