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Home My WebLink AboutC05-028 Alternative Recycle LLC -----VU?".- (/17" V - ~ D FIRST AMENDMENT TO THE AGREEMENT BETWEEN COUNTY OF EAGLE, STATE OF COLORADO AND ALTERNATIVE RECYCLE, L.L.(;:, THIS F~rst Amendment to t~e Agreement betwe~n co~ntrtf Eagle, State. or Colorado and AlternatIve Recycle, L.L.c. IS made and entered mto thIS i~ day of JAr , 2005 between Eagle County, by and through its Board of County Commissioners (hereinafter referred to as "Owner") ,nd Alternative Recycle, L.L.c., a Colorado limited liability company (hereinafter referred to as "Contractor"). WHEREAS, Owner and Contractor entered into an Agreement dated October 12, 2004 ("Original Agreement") for wood grinding services at the Eagle County Landfill, a copy of which is attached hereto as Exhibit "A"; WHEREAS, Contractor has experienced unexpected staffing concerns, necessitating a revision to the start date and length of agreement; and WHEREAS, Owner is still desirous of utilizing Contractor for the previous wood grinding services as well as for the grinding of additional wood that has subsequently accumulated, necessitating a revision to the payment terms and contract limit. In consideration of the terms and conditions of the Original Agreement and the amendments herein, the sufficiency of which is hereby acknowledged, Owner and Contractor agree that this First Amendment shall replace and supersede the section of the Original Agreement as stated hereunder. ARTICLE 2-Compensation and Payment, Paragraph 1 shall be deleted in its entirety and replaced with the following effective upon the execution of this First Amendment: "Article 2 - Compensation and Payment 1. Owner will pay Contractor for material ground based upon a volume estimate of the stockpiled material suitable to both parties at a rate of $3.85 per cubic yard of pre-ground material with the condition the Owner not pay more than $97,600.00 (the "Contract Limit"). Contractor shall be responsible for monitoring the amount of ground material and shall not be entitled to payment beyond the Contract Limit. " ARTICLE 2-Compensation and Payment, Paragraph 3 shall be deleted in its entirety and replaced with the following effective upon the execution ofthis First Amendment: "Article 2 - Compensation and Payment 3. Owner is a governmental entity and all funds paid hereunder are subject to funds being budgeted and appropriated. Notwithstanding the foregoing, Owner may, in its sole discretion, with or without cause, terminate this Agreement upon notice to Contractor. Upon such termination, Contractor shall be entitled to payment for work satisfactorily performed prior to notification. " Article 11 - Other Terms, Paragraph 1 shall be deleted in its entirety and replaced with the following effective upon the execution ofthis First Amendment:. "Article 11 - Other Terms 1. Length of Agreement - sixty days from the first day of arrival (on or about February 15, 2005) of the grinding machine on the work site, i.e., Eagle County Landfill." Owner and Contractor agree that, except as expressly altered, modified and changed in this First Amendment, all terms and provisions of the Original Agreement shall remain in full force and effect, and hereby are ratified and confirmed in all respects as of the date hereof. If any conflict exists between the provisions of this First Amendment and the Original Agreement, the provisions of this First Amendment shall control. This First Amendment shall be binding on the parties hereto, their heirs, executors, successors, and assigns. IN WITNESS WHEREOF, the parties have executed this First Amendment on the day and year first above written. OWNER: COUNTY OF EAGLE, STATE OF COLORADO and its Board of County Commissioners By: CONTRACTOR: ALTERNATIVE RECYCLE, L.L.c. STATE OF COLORADO) COUNTY OF EAGLEV The foregoing instrument was acknowledged before me this f." ~...y;1/ ,2005, of .~ V~"'~I"~'V-</ ~ AIMmative Recyc1e, L.L.C. Witness my hand and official seal. My Commission expires: AGREEMENT BETWEEN COUNTY OF EAGLE, STATE OF COLORADO AND ALTERNATIVE RECYCLE, L.L.C. THIS AGREEMENT is made this (;>- day of 6C1'ete1 ,2004', by and between the Board of County Commissioners, County of Eagle, State of Colorado, (hereinafter referred to as "Owner"), and Alternative Recycle, L.L.C., (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 he 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 1 hereunder; 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, the parties agree as follows: Article 1 - Scope of the Work The Contractor shall furnish one (1) grinding machine and support equipment and perform all of the work described herein on the Owner's property in a location to be determined by Owner. The Scope of Work is more fully set forth in Article 11 hereunder. Article 2 - Compensation and Pavment 1. Owner will pay Contractor for material ground based upon a volume estimate of the stockpiled material suitable to both parties at a rate of $3.85 per cubic yard of pre-ground material with the condition the Owner not pay more than $47,600 (the "Contract Limit"). Contractor shall be responsible for monitoring the amount of ground material and shall not be entitled to payment beyond the Contract Limit. 2. Owner agrees to pay Contractor within thirty (30) days of receipt of a proper and documented invoice. 3. Owner is a governmental entity and all funds paid hereunder are subject to funds being budgeted and appropriated. ElMISI'T A Article 3 - Cooperation Both parties shall cooperate with one another and coordinate their activities to facilitate their respective duties. 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. 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 shan 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 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 will all applicable laws. 2. Contractor may at its discretion engage subcontractors and in all instances remain responsible for the proper completion of this Agreement. 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 not be liable for any delay due to circumstances beyond its control including, but not limited to, strikes, casualty or general mechanical breakdowns. 5. 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. Article 7 - Assignment of Rights Neither party may assign or delegate their rights, under this Agreement without the written pennission of the other party. This Agreement shall inure to the benefit of, and be binding upon the parties, their successors and assigns pennitted 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 - Other Terms 1. Length of Agreement - sixty (60) days froID the first day of arrival (on or about October 15, 2004) of the grindIng machine on the work site, i.e., Eagle County Landfill. 2. Description of work to be performed - separated wood waste delivered to and stockpiled at Eagle County Landfill shall be processed through Contractor's grinding machine at a specified size reduction of two (2) inch minus. Eagle County Landfill personnel and Contractor shall determine suitability of material to be processed, i.e., certain material not within the grinding machines capability shall be excluded, e.g., large metal objects, rocks, & concrete. 3. Safety considerations - Contractor shall position the grinding machine in such a manner as to maintain a safe distance from waste haulers and debris which may be thrown from the grinding machine. Also, Contractor shall cycle down the grinding machine when waste haulers are present. Further, support equipment [excavator, etc.] shall be positioned and operated in such a manner as to remain a safe distance from haulers and other personnel when present. 4. Quantity - all separated wood waste stockpiled and suitable for grinding as stipulated above up to the Contract Limit. Article 12 - 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 are as follows: (a) Eagle County Landfill PO Box 250 Eagle, CO 81631 Attention: Ron Rasnic Phone Number: 970-926-3125 Fax Number: 970-926-3603 (b) Alternative Recycle, LLC 9015 Highway 86 Kiowa, CO. 80117 Attention: Kyle Ellis Phone Number: 303-841-9323 Fax Number: 303-841-0624 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 COLORADO, By and Through Its ATTEST: BOARD OF COUNTY COMMISSIONERS By: ~-~ Tom C. Stone, Chairman Alternative Recycle, L.L.c. By: ~ ,,-. ~:.a . Kyle L. EllIS eb5- ;28 ~ lfl'O OFFICE OFTHE COUNTY ATTORNEY (970) 328-8685 FAX: (970) 328-8699 www.eaglecounty.us EAGLE COUNTY February 3, 2005 Kyle Ellis Alternative Recycle, LLC 9015 Highway 86 Kiowa, CO 80117 Dear Kyle: Enclosed for your records is an original First Amendment to the Agreement between Eagle County and Alternative Recycle, LLC. Please do not hesitate to call the attorney's office if you have any questions. 9~O;:;1 Pauline Ng Administrative Assistant Enclosures Eagle County Building, 500 Broadway, P.O. Box 850, Eagle, Colorado 81631-0850