No preview available
HomeMy WebLinkAboutC05-027 Snowy River Enterprises I../v<..r (/;t..,. ~ Co3 AGREEMENT BETWEEN COUNTY OF EAGLE, STATE OF COLORADO AND SNOWY RIVER ENTERPRISES THIS AGREEMENT is made this ! Al day of 2005, by and between the Board of County Commissioners, County of Eagle, State of Colorado, (hereinafter referred to as "Owner"), and Snowy River Enterprises, (hereinafter referred to as "Contractor"). WHEREAS, Owner is in need of a person to provide the services outlined in Article 1 hereunder; WHEREAS, Contractor has represented that it has the experience and knowledge in the subject matter necessary to carry out the services outlined in Article 1 hereunder; WHEREAS, Owner wishes to hire Contractor to perform the tasks associated with such services outlined in Article I hereunder; WHEREAS, Contractor has familiarized itself with the nature and extent of this Agreement, the work, locality, all local conditions, and federal, state, and local laws, ordinances, rules and regulations that in any manner may affect cost, progress, or performance of the work; and WHEREAS, Owner and Contractor 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 Contractor and Owner in connection with the services. Therefore, in consideration of the mutual promises herein and the recitals set forth above, the sufficiency of which is hereby acknowledged, the parties agree as follows: Article 1 - Scope of the Work The Contractor shall supply and deliver to locations at the Eagle County Landfill as directed by Owner 6,300 cubic yards (+/-) of 9-inch (nominal size) scrap tire shreds. Article 2 - Compensation and Payment 1. Owner will pay Contractor $11.00 per acceptable cubic yard of scrap tire shreds delivered to Eagle County Landfill. 2. Owner agrees to pay Contractor within thirty (30) days of receipt of a proper and documented invoice. 1 3. The funds appropriated for this project are equal to or in excess of the contract amount. Notwithstanding anything to the contrary contained in the Contract Documents, no charges shall be made to Owner nor shall any payment be made to Contractor for any work done after December 31,2005, without the written approval of the Owner 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 Statutes and the Local Government Budget Law (C.R.S. S29-1 101 et seq.). Article 3 - Cooperation Both parties shall cooperate with one another and coordinate their activities to facilitate their respective duties and to reduce any interference with the operation of the Eagle County Landfill. Article 4 - Independent Contractor 1. With respect to the provision of the Scope of Work hereunder, Contractor acknowledges that Contractor is an independent contractor providing the Scope of Work to the Owner. Nothing in this Agreement shall be deemed to make Contractor an agent, employee, partner or representative of Owner. Moreover, this Agreement creates no entitlement to participate in any of the Employee Benefit Plans of Owner including insurance, paid vacation and recognized holidays. 2. The Contractor shall not have the authority to, and will not make, any commitments or enter into any agreement with any party on behalf of Owner without the written consent of Owner. 3. The Contractor will maintain liability, unemployment and workman's compensation insurance on his/her own behalf, as necessary and as otherwise set forth herein. Article 5 - Standard of Care and Indemnification 1. Contractor shall be responsible for the completeness and accuracy of the Scope of Work and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the Owner has accepted or approved the Work shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Scope of Work in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to contractors, with respect to similar services. 2. Within the limits allowed by law, Contractor shall indemnify Owner for, and hold and defend the Owner 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 of, or representations by, the Contractor in the performance of this Agreement. This indemnification shall not apply to claims by third parties against 2 the Owner to the extent that the Owner is liable to such third party for such claim without regard to the involvement of the Contractor. Article 6 - General Provisions 1. All work shall be completed in a workman-like manner and in compliance with all applicable laws. Contractor warrants to Owner that the Work will be free from defects not inherent in the quality required or permitted or accepted in the industry and that the Work will conform to the requirements of the Agreement. 2. Contractor may at its discretion engage subcontractors but will in all instances remain responsible for the proper completion of this Agreement. Contractor, as soon as practicable, shall furnish in writing to the Owner the names of subcontractors and suppliers for each portion of the Scope of Work. Owner shall at all times maintain the right to reject a subcontractor in its sole discretion. Contractor will immediately replace rejected subcontractors to the satisfaction of Owner. 3. Contractor shall at its own expense obtain all permits necessary for the work to be performed. 4. Contractor shall maintain general liability insurance, with minimums in accordance with Federal and State laws, but not less than $1,000,000 per person and $1,000,000 per occurrence for personal injury and property damage, and workers' compensation and employer's liability coverage with minimums in accordance with all applicable State laws. Contractor shall provide Owner current Certificates of Insurance, before commencing the work, naming Owner as an additional insured on the liability policy(ies) and proving coverage by a workers' compensation policy. 5. Before permitting any of its subcontractors to perform any of the Scope of Work under this contract, Contractor shall either (a) require each of his subcontractors to procure and maintain during the life of its subcontracts, Subcontractor's Public Liability and Property Damage Insurance of the types and in the amounts as required herein, or (b) insure the activities of his subcontractors in his own policy. 6. Contractor shall be responsible for having taken steps reasonably necessary to ascertain the nature and location of the Scope of 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 peIforming 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. 3 Article 7 - Assignment of Rights Neither party may assign or delegate their rights, under this Agreement without the written permission of the other party. This Agreement shall inure to the benefit of, and be binding upon the parties, their successors and assigns permitted hereunder. Article 8 - Amendment This Agreement may only be amended by an agreement between the parties, in writing and executed by both parties with the same formality as this Agreement. Article 9 - Integration This document embodies the entire understanding between the parties. There are no terms, covenants, or conditions, expressed or implied, other than those set forth herein. This document supersedes all earlier negotiations, understanding and agreements between the parties and represent the sole intention of the parties. Article 10 - Jurisdiction This Agreement shall be interpreted in accordance with the laws of the State of Colorado and the parties hereby agree to submit to the jurisdiction of the courts thereof. Venue shall be in the Fifth Judicial District for the State of Colorado. Article 11 - Attorney's Fees In the event of litigation between the parties hereto regarding the interpretation of this Agreement, or the obligations, duties or rights of the parties hereunder, or if suit otherwise is brought to recover damages for breach of this Agreement, or an action be brought for injunction or specific performance, then and in such events, the prevailing party shall recover all reasonable costs incurred with regard to such litigation, including reasonable attorney's fees. Article 12 - Other Terms 1. Length of Agreement - Contractor shall begin the Scope of Work within ten (10) days after execution of this Agreement and shall continue to diligently pursue completion of the said work which completion date shall be on or before July 1,2005. 2. Liquidated Damages - Owner and Contractor recognize that time is of the essence of this Agreement and that Owner will suffer financial loss if the Scope of Work is not complete within the time specified in paragraph 1 above, plus any extensions thereof allowed in accordance with this Agreement. They also recognize the delays, expense, and difficulties involved in proving a legal or arbitration proceeding the actual loss suffered by Owner if the Scope of Work is not substantially completed on time. Accordingly, instead of requiring such proof, Owner and Contractor agree that as 4 liquidated damages for delay (but not as a penalty) Contractor shall pay Owner one hundred dollars ($100.00) for each day that expires after the time specified in paragraph 1 above for completion until the Scope of Work is complete. 3. Extensions - 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, strikes, casualty or general mechanical breakdowns, 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. 4. Description of work to be performed - Contractor shall supply and deliver to Eagle County Landfill 6,300 cubic yards (+/-) of 9-inch (nominal size) scrap tire shreds. 5. Quantity - 6,300 cubic yards (+/-) of 9-inch (nominal size) scrap tire shreds. 6. Termination - The performance of the Scope of 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 Scope of 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). In the event of such termination, the Contractor shall be entitled to payment for the work satisfactorily performed prior to the termination date. Article 13 - Notices 1. Any notice to be given by any party to the other shall be in writing and shall be deemed to have been duly given if delivered personally, by facsimile transmission or if sent by prepaid first class mail to the addresses of the parties as follows: 5 (a) Eagle County Landfill P.O. Box 250 Eagle, CO 81631 Attention: Ron Rasnic Phone Number: 970-926-3125 Fax Number: 970-926-3603 (b) Snowy River Enterprises 4450 Mulligan Drive Longmont, CO 80504 Attention: Rustye Cole Phone Number: 303-746-1210 Fax Number: 303-776-5665 2. Notices shall be deemed given on the date of delivery; on the date a FAX is transmitted and confirmed received or, if transmitted after normal business hours, on the next business day after transmission, provided that a paper copy is mailed the same date; or three days after the date of deposit, first class postage prepaid, in an official depositary of the U.S. Postal Service. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. The parties hereto have signed this Agreement in quadruplicate. One counterpart each has been delivered to the Owner and the Contractor. COUNTY OF EAGLE, STATE OF COLOR , By and Through Its BOA OUNTY COMMISSIONERS By: lerk to the Boa d f Chairman County Commi~si~ners By: 6 (}o6- O:l:{ - 0~ OFFICE OF THE COUNTY ATTORNEY (970) 328.8685 FAX; (970) 328-8699 www.eaglecounty.us EAGLE COUNTY February 3, 2005 Rustye Cole Snowy River Enterprises . 4450 Mulligan Drive Longmont, CO 80504 Dear Rustye: Enclosed for your records is an original Agreement between Eagle County and Snowy River Enterprises. Please do not hesitate to call the attorney's office if you have any questions. ~ truly yours, ~0J- Pauline Ng Administrative Assistant Enclosures Eagle County Building. 500 Broadway. P.O. Box 850. Eagle. Colorado 81631-0850