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HomeMy WebLinkAboutC08-217PROFESSIONAL SERVICES AND EQUIPMENT PURCHASE AGREEMENT THIS AGREEMENT is made and entered into thi~~tlay of , 2008, by and between the Board of County Commissioners, Eagle County, Colorado, herei fter referred to as "County", and American Scale Service & Supply Co., with offices at: 8590 W. 14th Avenue, Lakewood, CO 80215, hereinafter referred to as "Contractor". RECITALS: WHEREAS, County desires to purchase a new truck scale to be installed at the Eagle County landfill facility; and WHEREAS, Contractor is a supplier of such equipment, who also provides installation services; and WHEREAS, County wishes to purchase certain truck weighing equipment from Contractor as provided in Exhibit "A" attached hereto and incorporated herein by this reference ("Equipment") and to hire Contractor to perform the installation services ("Services") associated with the provision of Equipment. WHEREAS, County and Contractor intend by this Agreement to set forth the scope of the responsibilities of Contractor in connection with its sale of Equipment, the provision of services under this agreement, as well as related terms and conditions to govern the relationship between Contractor and County in connection with the Equipment and Services to be provided. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, the parties agree as follows: Agreement THEREFORE, based upon the representations by Contractor set forth in the foregoing recitals, for good and valuable consideration, including the promises set forth herein, the parties agree to the following: 1. Services and Equipment Provided: Contractor agrees to provide the Equipment and Services as set forth in Exhibit "A" and by this reference made part of the agreement. Contractor agrees not to enter into any consulting arrangements with third parties that will conflict in any manner with the Provision of Equipment and Services under this Agreement. 2. Term of Agreement: 2.1 This Agreement shall commence upon execution of the Agreement and, subject to the provisions of Section 2.2 hereof, shall conclude upon complete delivery of all Equipment described in Exhibit "A" and completion of all installation services described in Exhibit "A." 2.2 This Agreement may be terminated at any time, in whole or in part as determined by County in its sole discretion. County may terminate this agreement for any reason, with or without cause, and without penalty whatsoever therefore. Such termination will be accomplished by delivery of a Notice of Termination to Contractor, specifying the extent to which performance of the services under this Agreement shall be terminated and the date upon which such termination date shall become effective. 2.3 In the event of County's termination of this Agreement, Contractor shall be compensated for all Equipment delivered and hours of work then completed, plus approved expenses. 3. Independent Contractor: 3.1 With respect to the Provision of Equipment and Services hereunder, Contractor acknowledges that Contractor is an independent contractor providing services to County. Nothing in this Agreement shall be deemed to make Contractor an agent, employee, partner or representative of County. Moreover, this Agreement creates no entitlement to participate in any of the Employee Benefit Plans of County including insurance, paid vacation and recognized holidays. 3.2 Contractor shall not have the authority to, and will not make any commitments or enter into any agreement with any party on behalf of County without the written consent of a senior management representative of County. 4. Remuneration: 4.1 Unless authorized in writing by County, total compensation, including expenses, under this Agreement shall not exceed $58,526.00 as set forth in Exhibit "A," which is attached hereto . and by this reference made part of this agreement. Contractor acknowledges that County is limited by this sum for the entire project. 4.2 County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. 2 5. Indemnification: 5.1 Within the limits allowed by law, Contractor shall indemnify County for, and hold and defend the County 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 presentations by Contractor or Contractor's employees, agents or subcontractors in the performance of this Agreement. 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. 5.2 Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to the County nor shall any payment be made to Contractor in excess of the amount for any work done without the written approval in accordance with a budget adopted by the Board of County Commissioners in accordance with provisions of the Colorado Revised Statutes. Moreover, the parties agree that the County is a governmental entity and that all obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. 6. Professional Level of Care: 6.1 Contractor shall be responsible for the completeness and accuracy of the professional services to be provided under this agreement, 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 professional services shall not relieve Contractor of any of its responsibilities as they pertain to original implementation or configuration. Contractor will not be held responsible for changes made by non-Contractor personnel that negatively impact the functionality of the system. Contractor shall perform the professional services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to specialists, with respect to similar services, in this area at this time. 7. Notices: 7.1 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, and for the purposes aforesaid, the addresses of the parties are as follows: (a) Ron Rasnic Eagle County Solid Waste and Recycling Manager PO BOX 250 Eagle CO 81631 Phone Number: (970) 926-3125 Fax Number: (970) 926-3603 3 (b) American Scale Service & Supply Co. Attn: Mr. Rich Werth 8590 W. 14th Avenue Lakewood, CO 80215 Phone Number: (303) 232-5656 Fax Number: (303) 232-8058 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. 8. Jurisdiction and Confidentiality: 8.1 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. 9 Insurance: 9.1 At all times during the term of this Agreement, Contractor shall maintain professional liability insurance with a minimum coverage limit of $1,000,000. 9.2 Contractor will maintain general liability, unemployment and workman's compensation insurance on its own behalf, as necessary. 9.3 All insurance required hereby shall be issued by an insurance company or companies authorized to do business in the State of Colorado. 10. Provision Mandated by C.R.S. § 8-17.5-102: Prohibitions on Public Contract for Services: 10.1 Contractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services; or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. 10.2 Contractor shall verify or attempt to verify through participation in the Basic Pilot Verification program, as administered by the United States Department of Homeland Security, that Contractor does not employ any illegal aliens. If Contractor is not accepted into the Basic Pilot Verification Program prior to entering into a public contract for services, Contractor shall apply to participate in the Program every three months until Contractor is 4 (b) American Scale Service & Supply Co. Attn: Mr. Rich Werth 8590 W. 14th Avenue Lakewood, CO 80215 Phone Number: (303) 232-5656 Fax Number: (303) 232-8058 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. 8. Jurisdiction and Confidentiality: 8.1 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. 9 Insurance: 9.1 At all times during the term of this Agreement, Contractor shall maintain professional liability insurance with a minimum coverage limit of $1,000,000. 9.2 Contractor will maintain general liability, unemployment and workman's compensation insurance on its own behalf, as necessary. 9.3 All insurance required hereby shall be issued by an insurance company or companies authorized to do business in the State of Colorado. 10. Provision Mandated by C.R.S. § 8-17.5-102: Prohibitions on Public Contract for Services: 10.1 Contractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services; or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. 10.2 Contractor shall verify or attempt to verify through participation in the Basic Pilot Verification program, as administered by the United States Department of Homeland Security, that Contractor does not employ any illegal aliens. If Contractor is not accepted into the Basic Pilot Verification Program prior to entering into a public contract for services, Contractor shall apply to participate in the Program every three months until Contractor is 4 accepted or the public contract for services has been completed, whichever is earlier. Information on applying for the Basic Pilot Verification Program can be found at: http s://www.vis-dhs. com\employerregistration 10.3 Contractor shall not use the Basic Pilot Verification Program procedures to undertake pre- employment screening of job applicants while the public contract for services is being performed. 10.4 If Contractor obtains actual knowledge that a Subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, Contractor shall be required to: i. Notify the Subcontractor and the County within three days that Contractor has actual knowledge that the Subcontractor is employing or contracting with an illegal alien; and ii. Terminate the Subcontract with the Subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the Subcontractor does not stop employing or contracting with the illegal alien; except that Contractor shall not terminate the contract with the Subcontractor if during such three days the Subcontractor provides information to establish that the Subcontractor has not knowingly employed or contracted with an illegal alien. 10.5 Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority. 10.6 If Contractor violates these prohibitions, the County may terminate the contract for a breach of the contract. If the contract is terminated specifically for a breach of this Section 10, Contractor shall be liable for actual and consequential damages to the County. 11. Miscellaneous: 11.1 This Agreement constitutes the entire Agreement between the parties related to its subject matter. It supersedes all prior proposals, agreements and understandings. 11.2 The parties to this Agreement recognize that the services to be provided pursuant to this Agreement are professional in nature and that in entering into the Agreement County is relying upon the professional services and reputation of Contractor. Therefore, this Agreement is personal to Contractor and cannot be assigned by Contractor. 11.3 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. 5 accepted or the public contract for services has been completed, whichever is earlier. Information on applying for the Basic Pilot Verification Program can be found at: https: //www.vis-dhs. com\employerre~istration 10.3 Contractor shall not use the Basic Pilot Verification Program procedures to undertake pre- employment screening of job applicants while the public contract for services is being performed. 10.4 If Contractor obtains actual knowledge that a Subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, Contractor shall be required to: i. Notify the Subcontractor and the County within three days that Contractor has actual knowledge that the Subcontractor is employing or contracting with an illegal alien; and ii. Terminate the Subcontract with the Subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the Subcontractor does not stop employing or contracting with the illegal alien; except that Contractor shall not terminate the contract with the Subcontractor if during such three days the Subcontractor provides information to establish that the Subcontractor has not knowingly employed or contracted with an illegal alien. 10.5 Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority. 10.6 If Contractor violates these prohibitions, the County may terminate the contract for a breach of the contract. If the contract is terminated specifically for a breach of this Section 10, Contractor shall be liable for actual and consequential damages to the County. 11. Miscellaneous: 11.1 This Agreement constitutes the entire Agreement between the parties related to its subject matter. It supersedes all prior proposals, agreements and understandings. 11.2 The parties to this Agreement recognize that the services to be provided pursuant to this Agreement are professional in nature and that in entering into the Agreement County is relying upon the professional services and reputation of Contractor. Therefore, this Agreement is personal to Contractor and cannot be assigned by Contractor. 11.3 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. 5 11.4 If any portion of this Agreement is held invalid or unenforceable for any reason by a court of competent jurisdiction, such portion shall be deemed severable and its invalidity or its unenforceabilityshafl not affect the remaining provisions; such remaining provision shall be fully severable and this Agreement shall be construed and enforced as if such invalid provision had never been inserted into this Agreement. 11.5 This Agreement may be amended, modified, changed, or terminated in whole or in part only by written agreement duly authorized and executed by both County and Contractor. This Agreement represents the full and complete understanding of County and 'Contractor and supersedes any prior agreements, discussions, negotiations, representations orunderstandings of County and Contractor with respect to the subject matter contained herein. 11.6 If any conflict exists between the provisions of this Agreement and Exhibit "A", the provisions of this Agreement shall control. 11.7 All documents (including electronic files) which are obtained during or prepared, partially or wholly, in the performance of the professional service under this agreement are instruments of professional service and shall be delivered to County upon completion of the Provision of Equipment and Services or termination of this Agreement, and in any event, before final payment of moneys due to Contractor and shall at all times be deemed the property of County, whether or not the professional services under this Agreement are completed. 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 ATTEST: BOARD OF COUNTY COMMISSIONERS ~~ - ~e - ~ Clerk tot e Board of ~~~",°® Peter F. Runyon, Ch ' an County Commissioners Contractor. By: Title: ~~/r'S 6 STATE OF r~ ~ D ) SS. COUNTY OF /~.~`j ) The e o' g instrument was acknowledged before me by ~~77~~ va ~9~~%~is ~ day of , 2008. w My commission expires: ~/ ~3 ~0~~ ~dfzth2~r f ~aw.( ~i~ ~r~na~ airy . -____x~_.,~ _ __ _ __-.- - -_~, __. AIMEE VANDER VEEN NOTARY PUBLIC STATE OF COLORADO w Commission Expires 01-23-2011 Public 7 American Scale Service & Supply Co. 8590 W. 14th Avenue Lakewood, CO 80215 (303) 232-5656 Fax (303) 232-8058 Eagle County Landfill May 28, 2008 Attn: Ron Rasnic Solid Waste & Recycling Manger 2250 Highway 131 Wolcott, CO 81655 970-926-3125 Dear Mr. Rasnic, Pricing to furnish and install a new truck scale at the landfill north of Walcott, CO SCALE SPECS: Cardinal Model 13570-EPR Low Profile Pitless Type 70' x 11' Steel Deck - 135 Ton Capacity - 3/8" Deck Plate Top Access Covers 4" Pipe Side Rail (Welded on) 8" Tall Cardinal Mode1205 Digital Indicator Compatible Serial Interface (Waste Wizard) PRICE TO INCLUDE: Installation -Testing -Calibration Placing in Service with the State of Colorado 5 Year Deck and Below (Parts Manufacture Warranty) 5 Year Indicator and Labor Warranty (American Scale Warranty with semi- annual service contract -cost is $500.00 per inspection) FOUNDATION CONSTRUCTION Form and pour concrete piers, washout slab and approach slabs. Supply all concrete and rebar. Install bollards and posts for your equipment (supplied by owner) OWNER TO SUPPLY All dirt work, permits, all lifting equipment and all electrical work. PRICE -------- $55,627.00 (F.O.B. Factory Webb City, MO) OPTIONAL -Freight To Walcott, CO From Webb City, MO -ADD $2,899.00 OPTIONAL - iCan/iSite System -add on $3,700.00 Please feel free to call me with any questions (800-709-5656) - I would like to thank you for allowing me the opportunity to quote you this equipment. . ~~''C~:rGt/~ ' L`~