HomeMy WebLinkAboutC04-006 Mountain Maintenance
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AGREEMENT REGARDING PROVISION OF MAINTENANCE SERVICES
FOR
SNOW PLOWING OF REGIONAL TRAIL IN EDWARDS
This Agreemen egarding Provision of Professional Services For Trail Sweeping
Services dated 2004, is between the County of Eagle, State of
Colorado, a bod orate 0 . tic, by and through its Board of County
Commissioners ("County"), and Mountain Maintenance ("Contractor").
A. Contractor has 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 consists of those services performed
by the Contractor, Contractor's Employees and Contractor's subcontractors. The
Contractor shall provide a11labor, 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
a specific section of the Eagle County Regional Trail System known as the
"East Edwards Trail" beginning on the southeast comer of the Highway 6
and I-70G Spur Road in Edward, running parallel with the Eagle River
behind the Riverwalk development and over the Eagle and ending where
the trail intersects the railroad tracks, including one spur trail to the Old
Edwards Estate pedestrian bridge. The pedestrian bridge over the Eagle
River ("East Edwards Trail Bridge") 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 an all-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)
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and b) above may requested from the Contractor. This extra work would
be paid for by the agreed upon hourly rate, and ca11ed 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 sha11 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 sha11 not relieve the Contractor of
any of its responsibilities. The Contractor and its subconsultants sha11 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, 2004. Servicing shall commence upon the date of
execution of this contract. The season typical for snowplow services is
determined to be from November 1 through May 31. This contract shall
automatically renew for each season for two (2) additional years from the
season dates specified in this contract unless one of the parties gives notice
to the other, at least 90 days before the anniversary of this contract date, 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.
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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 sha11 be made to County nor shall any payment be made to
Contractor for any Services done after May 31 of each year, 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 sha11 be paid as follows:
a) County sha11 pay $50.00 per hour for services to plow the above described
section 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 a11 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 sha11 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 Management: Ira Weiss of Mountain Maintenance shall be designated as
Contractor's Project Manager for the Services. County's Road and Bridge
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Director shall be responsible for this Agreement. All correspondence between the
parties hereto regarding this proj ect shall be between and among the proj ect
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 sha11 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.
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 specifica11y 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 sha11
maintain the following insurance:
a)
Tvpe of Insurance
Coverage Limits
b)
Comprehensive Liability
$1,000,000 minimum
c)
Workers' Compensation
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
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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 sha11 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 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
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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 a11 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 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above written.
COUNTY OF EAGLE, STATE OF
COLORADO, By and Through Its
BOARD OF COUNTY COMMISSIONERS
BY:~
. Michael L. Galla , C amnan
-
CONTRACTOR
?Vf(.1t4~~~u-
By. vA ~a- #!--
()uJ t1 .,;I "
title
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GENERAL CONDITIONS
I. 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 sha11 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
pripr to the execution of this Agreement, unless such understanding or representations are
expressly stated in the Agreement.
4. Before commencing activities, Contractor sha11: (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 sha11 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.
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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 sha11
assume full responsibility for such Work and shall bear the attributable costs. Contractor
sha11 promptly notify Owner in writing of any conflicts between the specifications for the
Work and such governmental laws, rules and regulations.
11. Contractor sha11 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 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:
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. .
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 a11 outstanding liabilities and a11 claims
arising out of such termination or orders and subcontracts; and
f. deliver to Owner, when and as directed by Owner, all documents and a11
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 sha11 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.
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