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AGREEMENT REGARDING PROVISION OF MAINTENANCE AND REPAIR SERVICES
FOR
Joint Maintenance Service Center
3289 Cooley Mesa Road Gypsum, CO
Maintenance, Test, Inspection and Repair Services
This ~t Regarding Provision of Professional Services For Mainteoaoce and Repair
Services dated as ~/~~ ~ ,2003, is between the County of Eagle, State of Colorado, a body
corporate and po. c, by and ough its Board of County Commissioners ("County"), and Ace
Equipment, Inc., a Colorado corporation ("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. Scope of the Services: Contractor's Services consist 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 and as follows ("Services"):
a) Services are described in the Contractor's proposal attached, as Exhibit "B". In the
event of any conflict between this Agreement and the provisions of Exhibit "B", the
terms of this Agreement shall prevail over the others.
b) The contractor shall, upon commencement of services, provide a list of maintained
equipment, for the facility, showing their type and location. The county reserves the right
to purchase repair services and labor under the terms and rates established in the
agreement. The County and Contractor must jointly determine procedures and practices
for completing the work such that County Road and Bridge and ECO staff can be
effectively involved and the County Facilities Management Department can be
effectively informed by the Contractor to maintain effective control over the work.
c) The contractor hereby acknowledges that he/she is able to service and repair all fixed
equipment currently installed at the Joint Maintenance Service Center covered by the
agreement.
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d) Contractor shall submit the names and qualifications of all maintenance personnel and
any subcontractors proposed to work at the facility. The county shall have the right to
approve of all proposed personnel and subcontractors prior to commence of any work on
the site. The county Requirements and Procedures for Contractors and Vendors working
at Eagle County sites are incorporated herein by reference. The contractor acknowledges
receipt of the documents and agrees to comply with the provisions of the same.
e) 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
completeness and accuracy of the Services, including all supporting data and 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
Contractor's Services shall not relieve the Contractor of any of its responsibilities. The
Contractor and its professional consultants shall perform the Services in a skillful, professional
and competent manner and in accordance with the standards of care, skill and diligence
applicable to fire and security alarm equipment 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
December 31, 2004. The term shall automatically renew for an additional one year term
commencing January 1 of each consecutive year for four (4) additional years unless one
of the parties gives notice in writing to the other, at least 90 days before the anniversary,
of its intention not to renew. 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) If the Term of this Agreement is renewed, at any time thereafter, Contractor may
terminate this Agreement by giving the County written notice of its intention to
terminate, specifying the effective date of the termination, at least 90 days before that
effective date.
c) 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.
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d) Notwithstanding anything to the contrary contained in this Agreement, no charges shall
be made to County nor shall any payment be made to Contractor for any Services done
after December 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 will pay $1.250.00 Quarterlv for services. Contractor shall bill quarterly, in
arrears, for the maintenance services. Services for test, inspection, maintenance and
repairs shall be billed at the rates and schedule established in Exhibit B.
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 in detail. Invoices must be itemized as
applying to established rates and charges and any additional expenses must be itemized
on a time and materials basis. Additional repair expenses, above the standard quarterly
charges, must be approved by the county prior to commencing work. Contractor's
proposal must enumerate charges for technician services based on skill level, travel time
and overtime charges for weekend and after-hours work. 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. Proiect Management: Tony Ballard shall be designated as Contractor's Project Managers for the
Services. County's Director of Facilities Management shall be County's manager 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 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.
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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. Ownership of Documents: Records of Service provided under this Agreement shall be given to
County at its request.
9. Insurance: At all times during the term of this Agreement, Contractor shall maintain the
following insurance:
a)
TVDe of Insurance
Coverage Limits
b)
Commercial General Liability
$1,000,000 minimum
c)
Workers' Compensation
As required by Colorado law
d) 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 (IS) calendar days of
execution of this Agreement by the Board.
e) Before permitting any subcontractor to perform any Services under this Agreement,
Contractor shall either (I) 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.
10. 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, principals and employees,
harmless from all costs, claims and expenses, including reasc;mable 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
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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:
Tony Ballard, Service Manager
Ace Equipment, Inc.
9660 Dallas Street
Henderson, CO 80640
Ph. 303-288-2916
Fax. 303-288-5609
b)
County:
Richard Cunningham
Director, Facilities Management Dept.
Eagle County
PO Box 850
Eagle, CO 81631
Ph. 970-328-8880
Fax. 970-328-8899
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, frrst 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 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 in the Eaton
Sales and Service, Inc.'s Monitoring Agreement attached hereto. These two Agreements
embody 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. These Agreements 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. In the event there
are conflicting terms contained in this Agreement and Exhibit "B", the terms and
conditions set forth in this Agreement shall control.
c) This Agreement shall be governed by and construed in accordance with the intemallaws
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. In the event that any action is brought to
interpret or enforce this Agreement, the prevailing party shall be entitled to its
costs and attorney fees.
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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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
lerk to the Board of
County Commissioners
STATE OF COLORADO )
COUNTY OF EAGLE, STATE OF
COLORADO, By and Through Its
BOARD OF COUNTY COMMISSIONERS
By:
Ace Equi ment, Inc., a Colorado corporation
By:
Title:
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The foregoing was acknowledged before me this I /
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My commission expires: 2)1/;Q jf) .s---
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GENERAL CONDITIONS
Exhibit "A"
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) take field measurements and
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 oftime 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 ofthe cause of the detention or delay.
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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
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 govemmentallaws,
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 may be 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. The performance of the Work may be 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;
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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, the Contractor shall be paid for work satisfactorily performed
though the date of termination.
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~
~~
/lee&~&S~~
9660 DALLAS STREET - HENDERSON, CO 80640
800-435-4266/303-288-2916/303-288-5609 (FAX)
Serving the Rocky Mountain Region Since 1949
[EXHIBIT "a"]
SERVICE CONTRACT
RECEIVED
SfP 3 0 2003
FACIUTIES MANAGEMENT
TO:
Eagle County Facilities Department
P.O. Box 850
Eagle, CO 81631
DATE:
TERMS:
F.O.B.:
DELIVERY:
VALID FOR:
ATTN: John Hildreth
PHONE:
FAX:
WE ARE PLEASED TO QUOTE YOU AS FOLLOWS:
September 15, 2003
Net 30 Days
N/A
As Requested
1 Year
970-328-8895
970-328-8899
UNIT .
ITEM DESCRIPTION QTY UNIT PRICE TOTAL
LABOR - Quarterly Vehicle lift (6) Inspections
~ Mohawk Mdt. #System IA 2-Post
~ Rotary Mdl. #SM0123 4-Post
~ Rotary Mdl. #RU70Q Inground
~ Rotary/Advantage Mdt. #50/32-FCF Parallelogram
~ Rotary/Advantage Mdt. #50/32-FCF Parallelogram (Washbay) Quarterly
~ Advantage Mdl. #4/64 Portable Columns Lump
1 4 Sum $1,250.00 $5,000.00
TOTAL $5,000.00
COMMENTS: Any additional repairs required will be billed at our standard field repair rate of
$75.00 per hour, portal to portal. Parts required for repair will be billed in addition to the above labor
rates.
Any alteration or deviation from the above specifics will become an extra charge over and above the estimate. Units quoted from stock are offered
subject to prior saleo Prices quoted do not include any state or local taxes and such taxes (if any) shall be paid by the purchaser in
addition to the quoted price. All deposits are non-refundable. Delivery quoted is based on the date of this quotation and subject to any delay
encountered in receMng a firm order and to other factors beyond our control. Warranty on above listed material, including new machines, parts
and supplies, is limited to that as provided by the manufacturers, copies of which are available upon request It is understood that the seller shall
not be held responsible for any accident or damage resulting directly or Indirectly from the above material and/or equipment In the event of non-
payment of all or part of the amount due to Ace Equipment, Ace Equipment shall be entitled to payment of its attorneys fees and costs incurred in
the collection process, together with interest at the rate of 18% per annum from and after the payment due date. It is expressly agreed that any
property furnished by Ace Equipment, shall be and remains personal property, and the ownership and title to same is hereby retained by Ace
Equipment, and shall not pass to the purchaser, until total charges for labor, services, materials and equipment have been paid. Fax signatures
shall operate the same as original documentso These terms are applicable to all initial and subsequent work. It is understood that there are no
verbal agreements or understandings, which in any manner conflict with the written terms of this quotation.
AUTHORIZATION
Submitted By:
Signature:
Title:
Date:
~zy
~ice anager
September 15, 2003
Accepted By:
Signature:
Title:
Date:
