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HomeMy WebLinkAboutC09-457 Groundskeeper LLC AgreementAGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND GROUNDSKEEPER LLC. s~ THIS AGREEMENT ("Agreement"), dated this ~' day of November, 2009 between Eagle County, Colorado, ("County") and Groundskeeper LLC., a company with its principal place of business at 856 Main Street, Minturn, Colorado, 81645 ("Contractor"). WITNESSETH: WHEREAS, County desires to cut and remove from site, 91 trees individually marked trees, and pile all limbs/tops/slash from approximately I.5 acres of Private land located at 240 Big Dipper Road, Wolcott, CO; and from approximately 1.5 acres of Private land located at 141 Little Dipper Road, Wolcott, CO; as part of the Bellyache Ridge Hazardous Fuel Reduction Project; and WHEREAS, Contractor is authorized to do business in the State of Colorado, has experience and expertise in logging and land clearing and wishes to provide said services to County; and WHEREAS, County and Contractor intend by this Agreement to set forth the scope of the responsibilities of Contractor in connection with the Project and related terms and conditions to govern the relationship between Contractor and County in connection with this Agreement. NOW, TI~EREFORE, in consideration of the foregoing premises and the following promises, Eagle County and Contractor agree as follows: 1. SCOPE OF WORK: The following will collectively be referred to as the "Work" A. Contractor agrees to provide logging and land clearing services to Eagle County so as to cut, remove, process woody debris, and haul timber, as set forth more fully in Exhibit "A," attached hereto and by this reference, made part of the agreement. B. Contractor agrees that Contractor will not enter into any professional service agreements or consulting arrangements with third parties that will conflict in any manner with the Work to be provided under this Agreement. County agrees that County will not enter into any consulting arrangements with third parties that will conflict with the Work to be provided under this Agreement. 2. CONTRACTOR'S REPRESENTATIONS: A. Contractor has familiarized itself with the nature and extent of the contract documents, work, locality, and with all local conditions, and federal, state, and local laws, ordinances, rules, permits and regulations that in any manner may affect cost, progress, or performance of the work. B. Contractor has studied carefully all reports of investigations including utility locates, and tests of subsurface and latent physical conditions at the site or otherwise affecting cost. 9 x_,~I-~[~~ CONTRACT PRICE A. The funds appropriated for this project are equal to or in excess of the contract amount. County shall pay Contractor for performance of the work in accordance with the Contract Documents in current funds as follows: Compensation for Tree Cutting/ Tree RemovaU Slash Piling shall not exceed the amount as shown on Contractor's proposal form dated October 28, 2009, attached hereto as Exhibit "A" and incorporated herein by this reference. The total cost for all of the Work shall not exceed Five thousand four hundred sixty dollars ($5,460.00) absent an amendment to this agreement signed by both parties. Final Compensation shall be made after the Work is satisfactorily completed and approved by County. B. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Consultant in respect of any period after December 31, 2010 without an appropriation therefore by County in accordance with a budget adopted by the Boazd of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. §29-1-101 et.seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 3. COMMENCEMENT AND COMPLETION OF THE WORK A. Contractor shall commence the Work promptly after execution of this Agreement by both parties. It is anticipated that completion of the Work by Contractor will be achieved by June 1, 2010 (the "Completion Date"). Contractor agrees to notify County if achievement of the Completion Date appears unlikely as soon as it so appears to the Contractor, and thereupon, County and Contractor will meet to discuss the reasons for delay and means of achieving timely completion. County and Contractor will cooperate in seeking to achieve timely completion and Contractor will use its best efforts to achieve timely completion. 3. INDEMNIFICATION: The Contractor shalt, to the fullest extent permitted by law, indemnify and hold harmless County and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County or any of its officers, agents, or employees may become subject to, insofar as any such losses, claims, damages or liabilities azise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor hereunder, and Contractor shall reimburse County for any and all legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. 4. ENFORCEMENT REMEDIES: A. The Contractor's obligations hereunder shall survive termination of the Agreement. B. County and Contractor agree that this Agreement may be enforced for specific performance, injunctive, or other appropriate relief, including damages, as may be available according to the laws and statutes of the State of Colorado. It is specifically understood that by executing this Agreement, both County and the Contractor commit themselves to perform pursuant to these terms contained herein. In the event that an action is brought to enforce this Agreement, the prevailing party shall be entitled for the recovery of its costs and fees, including reasonable attorney's fees. 5. MISCELLANEOUS: A. This Agreement shall be governed and construed in accordance with the laws of Colorado. Venue for any action arising out of any dispute pertaining to this Agreement shall be in the State of Colorado District Court in and for Eagle County, Colorado. B. This Agreement, and the rights and obligations created hereby, shall be binding upon and inure to the benefit of County and Contractor and their respective successors and assigns. Nothing herein expressed or implied is intended or should be construed to confer or give to any person or entity other than County or Contractor and their respective successors and assigns, any right, remedy or claim under or by reason hereof or by reason of any covenant or condition herein contained. C. 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 unenforceability shall 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. D. 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 or understandings of County and Contractor with respect to the subject matter contained herein. E. The parties hereto agree that neither has made or authorized any agreement with respect to the subject matter of this instrument other than expressly set forth herein, and no oral representation, promise, or consideration different from the terms herein contained shall be binding on either party, or its agents or employees hereto. F. All of the covenants herein contained shall be binding upon and inure to the benefits of the parties hereto, their respective successors and assigns. G. County may terminate this Agreement, in whole or in part, for any reason, at any time, with or without cause, upon providing ten (10) days notice to Contractor. Upon such termination, County shall be liable for Services satisfactorily completed prior to the notice. S. INSURANCE At all times during the term of this Agreement, Contractor shall maintain commercial general liability insurance in the minimum amount of one million dollars ($1,000,000) per injury and the minimum aggregate amount oftwo million dollars ($2,000,000). Contractor will also carry Worker's Compensation insurance as required by Colorado law. 8. NOTICE AND AUTHORIZED REPRESENTATIVES Any notice and all communications required under this Agreement shall be given in writing by personal delivery, fax or mail to the appropriate party at the following addresses: County: Eric Lovgren, Wildfire Mitigation Specialist County Community Development Department P.O. Box 179 500 Broadway Eagle, Colorado 81631 (970) 328-8742 (p) (970) 328-7185 (f) Contractor: Don McCracken, Owner Groundskeeper, LLC. 856 Main Street Minturn, Colorado 81645 (970) 470.1529 (cell) Notices shall be deemed given on the date of delivery or three days after the postmarked date of deposit, first class postage prepaid, in an official depositary ofthe U.S. Postal Service. 9. PROVISION MANDATED BY HOUSE BILL 1343: PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES A. The 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 the contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. B. The Contractor shall confirm or attempt to confirm through participation in the Basic Pilot Verification program, as administered by the United States Department of Homeland Security, that the Contractor does not employ any illegal aliens. If the Contractor is not accepted into the Basic Pilot Verification Program prior to entering into a public contract for services, the contractor shall apply to participate in the Program every three months until the contractor is 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: C. The 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. D. [f the Contractor obtains actual knowledge that a Subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, the Contractor shall be required to: i. Notify the Subcontractor and the County within three days that the 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 the 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. E. The 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. F. If a Contractor violates these prohibitions, the County may terminate the contract for a breach of the contract. If the contract is so terminated, the Contractor shall be liable for actual and consequential damages to the County. 10. Sole Source Government Contracts: if the Contractor has entered into a sole source government contract or contracts with the State of Colorado or any of its political subdivisions as defined in Article XXVIII of the Colorado Constitution which including this contract in the aggregate on an annual basis are equal to or exceed the amount of $100,000, then the following provisions apply: (a) Because of a presumption of impropriety between contributions to any campaign and sole source government contracts, Contractor, on behalf of itself, any person who controls ten percent or more of the shares of or interest in the Contractor, and the Contractor's officers, directors and trustees (collectively, the "Contract Holder") shalt contractually agree, for the duration of the contract and for two years thereafter, to cease making, causing to be made, or inducing by any means, a contribution, directly or indirectly, on behalf of the Contractor Holder or on behalf of his or her immediate family member and for the benefit of any political party or for the benefit of any candidate for any elected office of the state or any of its political subdivisions. (b) The parties further agree that if a Contract Holder makes or causes to be made any contribution intended to promote or influence the result of an election on a ballot issue, the Contract Holder shah not be qualified to enter into a sole source government contract relating to that particular ballot issue. (c) The parties agree that if a Contract Holder intentionally violates sections 1 S or 17(2) of Article XXVI11 of the Colorado Constitution, as contractual damages that Contract Holder shall be ineligible to hold any sole source government contract, or public employment with the state or any of its political subdivisions, for three years. (d) The Contract Holder agrees to comply with the summary and notice provisions of Section 16 of Article XXVII[ of the Colorado Constitution. (e) These provisions shall not apply to the extent they have been enjoined or invalidated by a court of competent jurisdiction. (f) All terms used in this Section and not otherwise defined in this Agreement shall have the same meaning as set forth in Article XXVIII of the Colorado Constitution. // SIGNATURE PAGE TD FOLLOW // 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 County Manager By: ' h P. Montag, C my Manager Groundskeeper LLC, Minturn~, CO, 164 BY: k' ~ ~ ,~ Don McCracken Estimator/ Project Manager/Owner STATE OF %~~ ti~~~•i=~~; ) _ ) SS. COUNTY OF (~~L~ ) The foregoing instrument was acknowledged before me by f~l~., ,this ~~"~~ day of ~' . X009. M commission expires: ~~ «~ ~ ~ ~ i Notary Public DEBORAH L CHURCHILL Notary Public State of Colorado ~^,/ CMnr~'ICSirrl Expires FebnarY 18, 2011 Groundskeeper LLC. PO BOX 912 Minturn, CO 81645 Name /Address Eagle County Attn: Eric Lovgren (970) 328-8742 office Estimate Date Estimate # ~o/2s/2oo9 6s Project Description Qty Rate Total Project: Lungarrd / Raneri Removal: 91 Lodgepole Pine 5,460.00 5,460.00 Option: cut pile slash on site for burning by the fire dept. haul away timber ($ 60.00 /tree) We appreciate your business. Total $s,46o.00