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HomeMy WebLinkAboutC10-161 Meadow Mountain Plumbing & Heating Service AgreementON-CALL SERVICES AGREEMENT BETWEEN EAGLE COUNTY AND MEADOW MOUNTAIN PLUMBING & HEATING SERVICE, INC. THIS AGREEMENT is made this ~ day of May, 2010, by and between Eagle County ("County"), and Meadow Mountain Plwnbing & Heating Service, Inc. ("Contractor"), a Colorado Corporation organized and existing by virtue of the laws of the State of Colorado and with a principal place of business at 40690 US Hwy 6 & 24, Unit F, Avon, Colorado, 81620 WHEREAS, County desires to utilize Meadow Mountain Plumbing & Heating Service, Inc. for On-Call plumbing services. WHEREAS, Contractor is authorized to do business in the State of Colorado, has experience and expertise necessary 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 services and related tei7ns and conditions to govern the relationship between Contractor and County in connection with this Agreement. NOW, THEREFORE, in consideration of the foregoing premises and the following promises, County and Contractor agree as follows: ARTICLE 1 -WORK 1.1 Contractor shall complete all Work as specified or indicated in the Contract Documents. The "Work" is generally described as follows: Provide all labor, tools materials and services which may include plumbing; boiler and controls repair and maintenance; backflow inspection and repair; leak detection isolation and repair of water and cooling/heating systems; blockage, leak detection, and repairs for sewer systems including ejector pumps; small projects and troubleshooting as needs arise including emergency service calls; and ARTICLE 2 -COUNTY'S REPRESENTATIVE 2.1 The project is under the authority of the Eagle County Facilities Management Department, the Manager of which, or his designee, shall be County's contact with Contractor with respect to the performance of the Work. ARTICLE 3 -TERM OF AGREEMENT 3.1 This Agreement shall commence on the date first above written, and, subject to the provisions of Article 11 hereof, shall continue in full force and effect for a period of 1 year, commencing with the effective date of this Agreement. This Agreement may be extended for up to two additional term years beyond the time refereed to in this Section 3.1 on terms and conditions as may be mutually agreed between the parties in writing. ~lo-(I~) ARTICLE 4 - RENUMERATION 4.1 For the On-Call Services provided hereunder, County shall pay to the Contractor according to the fee schedule set forth in Exhibit "A". These fees include equipment costs. Fees foi• Services satisfactorily performed will be paid within thirty (30) days of receipt of a proper and accurate invoice from Contractor respecting On-Call Services. The invoice shall include a description of services performed. Upon request, Contractor shall provide County with such other supporting information as County may request. 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. 4.3 Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to the County nor shall any payment be made to the Contractor in excess of the amount for any work done without the written approval in accordance with a budget adopted by the Board in accordance with provisions of the Colorado Revised Statutes. Moreover, the parties agree that the County is a govei•ninental entity and that all obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. ARTICLE 5- CONTRACTOR'S REPRESENTATIONS In order to induce County to enter into this Agreement, Contractor makes the following representations: 5.1 Contractor has familiarized himself with the nature and extent of the Contract Documents, work, locality, and with all local conditions, and federal, state, and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the work. 5.2 Contractor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance of the work for the On-Call Services, in accordance with other terms and conditions of the Contract Documents. 5.4 To the extent possible, Contractor has correlated the results of all such observations, examinations, investigations, tests, reports, and data with the teens and conditions of the Contract Documents. 5.5 To the extent possible Contractor, has given Contract Manager written notice of all conflicts, errors, or discrepancies that he has discovered in the Contract Documents. ARTICLE 7 -CONTRACT DOCUMENTS The contract Documents which comprise the entire Agreement, made a part hereof, and consist of the following: 7.1 This Agreement 7.2 Exhibit "A" 7.4 General Conditions 7.5 Certificates of Insurance 7.6 Any modification, including Change Orders, duly delivered after execution of Agreement. There are no Contract Documents other than those listed above in this Article 7. The Contract Documents may only be altered, amended, or repealed by a Modification (as defined in the General Conditions). To the extent the terms and conditions of both this Agreement and the General Conditions conflict with any other Contract Document, the provisions most beneficial to the County shall control. ARTICLE 8 -MISCELLANEOUS 8.1 The terms used in this Agreement which are defined in the General Conditions shall have the meanings indicated in the General Conditions. 8.2 No assignment by a party hereto of any rights under, or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound; and specifically, but without limitation, moneys that may become due and moneys that ai•e due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically 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 Contract Documents. 8.3 County and Contractor each binds itself, its partners, successors, assigns and legal representatives to the other party hereto, in respect to all covenants, agreements, and obligations contained in the Contract Documents. 8.4 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 Contractor in respect of any period after December 31, 2010 without an appropriation therefore by County in accordance with a budget adopted by the Board 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). 8.5 Provision Mandated by C.R.S. ~ 8-17.5-101 et seq. PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES 8.5.1 If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. ~ 8-17.5-101, et seq., regarding Illegal Aliens -Public Contracts for Services, and this Contract. By execution of this Contract, Contractor certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Contract and that Contractor will participate in the E-verify Program or other Department of Labor and Employment program ("Department Program") in order to confirm the eligibility of all employees who are newly hired for employment to perform work under this Contract. 8.5.2 Contractor shall not: (i) Knowingly employ or contract with an illegal alien to perform work under this contract for services; or (ii) 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. 8.5.3. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Contract through participation in the E-verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E-verify program can be found at: http://www.dhs.~ov/xprcvprot/programs/sic I 18522167 I ~(I.,I~Im 8.5.4 The Contractor shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. 8.5.5 If 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 tln•ee 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 4 three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. 8.5.6 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 established in C.R.S. § 8-17.5-102(5). 8.5.7 If a Contractor violates these prohibitions, the County may terminate the contract for a breach of the contract. If the contract is so terminated specifically for a breach of this provision of this Contract, the Contractor shall be liable for actual and consequential damages to the County as required by law. 8.5.8 The County will notify the office of the Colorado Secretary of State if Contractor violates this provision of this Contract and the County terminates the Contract for such breach. 8.6 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. 8.7 At all times during the term of this Agreement, Contractor shall maintain insurance on its own behalf in the minimum amounts required by Section 13 of the General Conditions. 8.8 Invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable provision was omitted. ARTICLE 9 -JURISDICTION AND VENUE: 9.1 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. ARTICLE 10 -INDEMNIFICATION: The Contractor shall, 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 arise 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. 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. ARTICLE 11 -TERMINATION: County may terniinate this Agreement, in whole or in part, for any reason, at any time, with or without cause. Any such termination shall be effected by delivery to Contractor of a written notice of termination specifying the reason and date upon which termination becomes effective. Upon termination, Contractor shall deliver all redlined drawings and other illustrations, or documents entirely or partially completed, whether in electronic form or otherwise, together with all material supplied to Contractor by County. In such event, Contractor shall be compensated for all Work satisfactorily completed up to the date of termination for such Work. ARTICLE 12 -OWNERSHIP OF DOCUMENTS: All documents (including electronic files) which are obtained during or prepared in the performance of the Work shall remain the property of the County and are to be delivered to County before final payment is made to Contractor or upon eat•lier termination of this Agreement. ARTICLE 13 -NOTICE Any notice required under this Agreement shall be personally delivered, mailed in the United States mail, first class postage pt•epaid, or sent via facsimile provided an original is also pt•omptly delivered to the appropriate patty at the following addt•esses: The County: Eagle County Facilities Management P.O. Box 850 Eagle, Colorado 81631 (970) 328-8786 (p) (970) 328-8899 (f) and a copy to: Eagle County Attorney P.O. Box 850 Eagle, Colorado 81631 (970) 328-8699 (f) The Contractor: Meadow Mountain Plumbing & Heating Service, Inc. P.O. Box 4564 Vail, CO 81658 (970) 479-2981 Notices shall be deemed given on the date of delivery; on the date a FAX is transmitted and confi7ned 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. ARTICLE 14 -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 shall be, and shall perform as, an independent contractor. No technician, agent, subcontractor, employee, or servant of Contractor shall be, or shall be deemed to be, the employee, agent or servant of County. Contractor shall be solely and entirely responsible for its acts and for the acts of its technicians, agents, employees, and servants during the performance of this agreement. Contractor shall not represent, act, purport to act or be deemed the agent, representative, employee or servant of County. 11 S/GNATURE PAGE TO FOLLOW // May 13 10 04:05p TIM AND MAGGIE PARKER 13867569961 p.2 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: Sara J. Fis er, Chairman ATTEST: ;_,_.<:~ ~~ ~' Teak J. Simonton, ~, ~ Clerk to the Board of County Co , _ ;~ Meadow Mountain Plumbing & Heating Services, Inc. .~ 1 Tim Parker, Owner STATE OF i~+ ~ r``~ ~ ) ss. COUNTY OF b \~S1 °~- ) The foregoing instrument was acknowledged before me by this~~~ day of 2010. My commission expires: ~• "`°~ ~! Z '.~Otaty Public ~ J pOX`t pgOSS FWride + ° NotarYPublic•SD~~i9i13 ~ommtis~1° 85 SaPt 2.2012 My ~mm' expo ~-~ I ~~' ~[ ~~t/ /~~ adow ountain Plumbing & Heating Service INC P.O. Box 4564•Vail, CO 81658 (970)d79-2981 or (970)845-0774 Fax (970)479-5161 March 1 b, 2010 Eagle County Project Management Department ATTN: Ron Siebert, Project Manager PO Box 850 Eagle CO 81 b31-0850 Price Sheet All Eagle County facilities will receive preferred customer status, this means that at times when there is a high influx of calls due to weather or other circumstances, Meadow Mountain Plumbing and Heating Service, Inc. will respond to the Counties needs prior to the other calls that are logged. Hourly Rate is as follows: • All regular time hours will be billed out at an hourly rate of $85.00 per hour, Monday through Friday, 8:00 am to 5:00 pm. • All after hours work will be billed out at $127.50 per hour, Saturdays, Sundays and weekdays after 5:00 pm to 8:00 am. • All Holiday service work will be billed out at $170.00 per hour. EXHIBIT ~ „ ~.. GENERAL CONDITIONS 1. Contractor shall provide and pay for labor, materials, equipment, tools, 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 shall pay the same. 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 it from responsibility for successfully performing the Work without additional expense to the County. County 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. 4. Before commencing activities, Contractor shall: (1) take field measurements and 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 County. 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 County the names of subcontractors and suppliers for each portion of the Work. 7. No charge shall be made by Contractor for hindrances or delays from any cause whatever during the progress of any portion of the service, unless such hindrance or delay is caused in whole or in part by acts or omissions within the control of County. In any event, County may grant an extension of time for the completion of the services, 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 County, 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 County immediate (as determined by the circumstances, but not exceeding 72 hours) notice in writing of the cause of the detention or delay. 8. Contractor shall deliver, handle, store and install materials in accordance with manufacturers' instructions. 9. Contractor warrants to County 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 Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, rules or regulations without notice to County, Contractor shall assume full responsibility for such Work and shall bear the attributable costs. Contractor shall promptly notify County in writing of any conflicts between the specifications for the Work and such governmental laws, rules and regulations. 1 1. Contractor shall keep the premises and surrounding area free from accumulation of debris and trash related to the Work. 12. Contractor shall be solely responsible for the protection of the Work and material. Contractor shall have no claim against County because of any damage or loss to the Work (except that caused by negligence of County or those for whom County is responsible), and shall be responsible for the complete restoration of damaged Work to its original condition. In the event Contractor's Work is damaged by another party, not under its supervision or control, Contractor shall make its claim directly with the party involved. If a conflict or disagreement develops between Contractor and another party concerning the responsibility for damage or loss to Contractor's Work, such conflict shall not be cause for delay in Contractor's restoration of the damaged Work. 13. Contractor's Insurance: A. Contractor shall purchase and maintain such insurance as will protect it from claims set forth below which may arise out of or result from Contractor's operations under the contract, whether such operations be by itself, or by any of its subcontractors, or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. All such insurance shall remain in effect until final payment, and at all times thereafter when Contractor may be correcting, removing, or replacing defective Work. In addition, Contractor shall maintain such completed operations insurance for at least one year after final payment. B. Insurance coverages shall be as follows: Claims under Workmen's Compensation, disability benefits, and other similar employee benefit acts, with coverage and in amounts as required by the laws of the State of Colorado; Claims for damage because of bodily injury, occupational sickness or disease, or death of its employees, and claims insured by usual personal injury liability coverage; Claims for damage because of bodily injury, sickness or disease, or death of any person other than its employees, and claims insured by usual personal injury liability coverage; and Claims for damages because of injury to or destruction of tangible property, including loss of use resulting therefrom. Contractor's Liability Insurance issued to and covering the liability for damage imposed by law upon Contractor and each subcontractor with respect to all Work performed by them under this Agreement. Contractor's Protective Liability Insurance issued to and covering the liability for damages imposed by law upon Contractor and each subcontractor with respect to all Work under this Agreement performed for Contractor by subcontractors. Completed Operations Liability Insurance issued to and covering the liability for damage imposed by law upon Contractor and each subcontractor arising between the date of final cessation of the Work, and the date of final acceptance thereof out of that part of the Work performed by each. Comprehensive Automobile Insurance shall be carried in the amount of $500,000/$1,000,000 for bodily injury and $500,000 for property damage, each occurrence. All liability and property damage insurance required hereunder shall be Comprehensive General and Automobile Bodily Injury and Property Damage form of policy. Comprehensive Risk Policy Option: In lieu of the several policies specified for Contractor's Liability Insurance, a comprehensive liability and property damage insurance policy inclusive of all the insurance and requirements herein set forth, subject to the approval of the County, will be permissible. Insurance covering claims for damages to persons or property required by the preceding paragraph shall be in the following minimum amounts: Bodily Injury Liability: Each Person: $1,000,000 Each Accident or Occurrence: $2,000,000 Property Damage Liability: Each Accident or Occurrence: $1,000,000 Aggregate: $2,000,000 Insurance shall be placed jointly in the names of the County, the Corporation, the Trustee, Contractor, and any and all subcontractors, and any and all others obliged by contract with the County to do Work on this project, and, at the County's option, any other person or persons whom the County deems to have an insurable interest in said property, or any part thereof, payable as their several interests may appear. Any proceeds obtained from insurance provided for by this paragraph shall be paid to and held by the County as trustee. The County shall have the right to withhold payment of such proceeds until such time as the Work destroyed or damaged and covered by such insurance shall be reconstructed and shall pay such proceeds on an installment basis similar to that provided for by progress payments covering the original Work. C. Certificates of Insurance: Certificates of Insurance acceptable to the County, the Corporation and the Trustee shall be filed with the County, the Corporation and the Trustee with respect to each contractor and subcontractor prior to commencement of the Work. These Certificates shall contain provisions naming the County as an additional insured under Contractor's insurance, as more fully required by the General Conditions herein, and that coverage afforded under the policies will not be canceled until at least thirty days prior written notice has been given the County. Contractor and its subcontractors shall not permit any of its subcontractors to start Work until all required insurance have been obtained and certificates with the proper endorsements have been filed with the County. Failure of Contractor to comply with the foregoing insurance requirements shall in no way waive the County's rights hereunder. 14. The County, at its option, may purchase and maintain such liability insurance as will protect it against claims which may arise from operations under this contract. Purchasing and maintaining such insurance, however, will not relieve Contractor from purchasing and maintaining the insurance hereinbefore specified. 15. Before permitting any of its subcontractors to perform any Work under this contract, Contractor shall either (a) require each of its subcontractors to procure and maintain during the life of its subcontracts, Subcontractor's General Liability and Property Damage Insurance of the types and in the amounts as may be applicable to its Work, which type and amounts shall be subject to the approval of the County, or (b) insure the activities of its subcontractors in its own policy. 16. To the fullest extent permitted by law, Contractor shall indemnify and hold harmless County, and Eagle County Board of 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 4 whole or in part by negligent acts or omissions of Contractor, a subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable. 17. Progress Payments: Contractor shall submit to County an application for payment filled out and signed by Contractor covering the work completed as of the date of the application, and accompanied by such supporting documentation as County may reasonably require. If payment is requested on the basis of materials and equipment not incorporated in the work, but delivered and suitably stored at the site or at another location agreed to in writing, the application for payment shall also be accompanied by such data, satisfactory to County, as will establish County's title to the material and equipment, and protect County's interest therein, including applicable insurance. Each subsequent application for payment shall include an affidavit of Contractor stating that all previous progress payments received on account of the work have been applied to discharge in full all of Contractor's obligations reflected in prior applications for payment. The amount of retention with respect to progress payments will be as stipulated in the Agreement. County will, within ten days after receipt of each application for payment, either indicate in writing a recommendation of payment, or return the application to Contractor indicating in writing its reasons for refusing to recommend payment. In the latter case, Contractor may make the necessary corrections and resubmit the application. County shall, within ten days of recommendation of payment, pay Contractor the amount recommended. Upon notice from Contractor that the work is complete, County will make a final inspection with Contractor, and will notify Contractor in writing of all particulars in which this inspection reveals that the work is incomplete or defective. Contractor shall immediately take such measures as are necessary to remedy such deficiencies. After Contractor has completed all such corrections to the satisfaction of County, and delivered all maintenance and operating instructions, guarantees, certificates of inspection, Contractor may make application for final payment following the procedure for progress payments. The County shall not authorize final payment until all items on the punch list have been completed. 18. Contractor warrants and guarantees that title to all work, materials, and equipment covered by any application for payment, whether incorporated in the project or not, will pass to County at the time of payment free and clear of all liens, claims, security interests, and encumbrances (in these General Conditions referred to as "Liens"). 19. Before the County releases final payment, Contractor shall: A. Deliver to the Eagle County Facilities for review: All guaranties and warranties; A letter confirming that sales taxes from which the County is exempt have not been paid; 3. A complete and final waiver and/or release of any and all lien rights and liens from each subcontractor of all tiers, material, men, supplier, manufacturer and dealer for all labor, equipment and material used or furnished by each on the Work; 4. Any other documents required to be furnished by the Work. B. Demonstrate to the operating personnel of the County the proper operation and maintenance ofall equipment. 20 If any unpaid claim for labor, materials, rental machinery, tools, supplies, or equipment is filed before payment in full of all sums due Contractor, County shall withhold from Contractor sufficient funds to insure the payment of such claim, until the same shall have been paid or withdrawn, such payment or withdrawal to be evidenced by filing a receipt in full or an order for withdrawal signed by the claimant or its duly authorized agent or assignee. 21. The making of final payment, shall constitute a waiver of all claims by the County except those arising from: A. Unsettled Claims; B. Faulty or defective work appearing after Completion of the Work; C. Failure of the Work to comply with the requirements of the Contract Documents; or D. Terms of any warranties or special warranties required by the Work 22. The acceptance of final payment, shall constitute a waiver of all claims by Contractor except those previously made in writing and separately identified by Contractor as unsettled in the final Project Application for Payment. 23. All provisions of the Contract Documents including without limitation those establishing obligations and procedures, shall remain in full force and effect notwithstanding the making or acceptance of final payment. 24. Contractor's obligation to perform and complete the Work shall be absolute. Neither the recommendation of any progress or final payment nor the payment by County to Contractor under the contract documents, nor any use or occupancy of the Work or any part thereof by County, nor any act of acceptance by County, nor any failure to do so, nor any correction of defective Work by County shall constitute an acceptance of Work not in accordance with the contract documents or a release of Contractor's obligation to perform the Work in accordance with the contract documents. 25. Any work that the County finds improper, Contractor will correct said work in a timely manner so as not to delay completion of the project. 26. If Contractor defaults or neglects to carry out the Work in accordance with the Agreement and fails within a ten (10) day period after receipt of written notice from the County to correct such default or neglect with diligence and promptness, the County may, without prejudice to other remedies, correct such deficiencies and Contractor shall be responsible for the cost of such correction. 27. Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs, including all those required by law in connection with performance of the Agreement. Contractor shall promptly remedy damage and loss to property caused in whole or in part by Contractor, or by anyone for whose acts Contractor may be liable. 28. Contractor shall promptly correct Work rejected by County as failing to conform to the requirements of the Agreement and Contractor shall bear the cost of correcting such rejected Work. 29. Contractor warrants and guarantees to County that all Work will not be defective. Prompt notice of all defects shall be given to Contractor. If, within one year after the date of completion, or such longer period of time as may be prescribed by law, prescribed by the terms of any applicable warranty given by a materials supplier or required by or a part of the Agreement, any Work is found to be defective, Contractor shall promptly, without cost to County, and in accordance with County's written instructions, either correct such defective Work, or, if it has been rejected by County, remove it from the site, and replace it with non-defective work. If Contractor does not promptly comply with the terms of such instructions, or in an emergency where delay would cause serious risk of loss or damage, County may have the defective Work corrected or the rejected Work removed and replaced, and all direct and indirect costs of such removal and replacement, including compensation for additional professional services, shall be paid by Contractor. 30. The performance of the Work may be terminated at any time in whole, or from time to time in part, by County 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 County, 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 County may make, to assure the efficient, proper closeout of the terminated Work (including the protection of County's property). Among other things, Contractor shall, except as otherwise directed or approved by County: 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 County, 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 County 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 County, settle all outstanding liabilities and all claims arising out of such termination or orders and subcontracts; and F. deliver to County, when and as directed by County, all documents and all property which, if the Work had been completed, Contractor would be required to account for or deliver to County, and transfer title to such property to County to the extent not already transferred. In the event of such termination, Contractor shall be entitled to payment for the work performed prior to the termination date. 28. The selection of bidders shall be in accordance with the laws of Colorado. In the event of Contractor's non-compliance with the Colorado labor laws, this Contract may be canceled, terminated or suspended, in whole or in part, without any liability to the County. 31. Contractor acknowledges that the Work is a public work financed in whole or in part by funds of the state of Colorado and/or County, and pursuant to section Title 8-17-101, C.R.S. (1973) Colorado labor shall be employed to perform the Work in the extent of not less than eighty percent (80%) of each type or class of labor in the several classifications of skilled and common labor employed in the Work. For purposes of this provision, "Colorado labor" means "any person who is a resident of the state of Colorado at the time of employment, without discrimination as to race, color, creed, sex, age, or religion except when sex or age is a bona fide occupational qualification. 32. Contractor agrees to comply with the letter and spirit of the Colorado Anti- discrimination Act of 1957, as amended, and other applicable laws respecting discrimination and unfair employment practices. Pursuant thereto, the following provision shall be contained in all County contracts or subcontracts: during the performance of this Contract, Contractor agrees as follows: A. Contractor will not discriminate against any employee or applicant for employment because of race, creed, color, national origin, sex, marital status, religion, ancestry, mental or physical disability, sexual orientation, or age. Contractor will take affirmative action to insure that applicants are employed and that employees are treated during employment, without regard to the above mentioned characteristics. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising; lay-offs or terminations; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth provisions of this non-discrimination clause. B. Contractor will, in all solicitations or advertisements for employees placed by or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, creed, color, national origin, sex, marital status, religion, ancestry, mental or physical disability, or age. ACORD CERTIFICATE OF LIABILITY INSURANCE OPID SS DATE {MMIDDMl1`Y) MEADO-4 05/05/10 PRODUCER Six & Geving Insurance Inc #4 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Denver Branch HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 225 Union Blvd. #575 ALTER THE COVERAGE AFFORDED BY THE POLICtES BELOW. Lakewood CO 80228 Phone: 720-962-0930 Fax:720-962-0942 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER A: ALltO-Ocaners Insurance Co. 18988 Meadow M4untaia lambing and H@at S ~ INSURER B: P1nnaC01 Assurance 4119Q ln$ erv Ce~ IIIC Julie Johnson INSURER C: P.Q BOX 4564 Vail CO 81658 INSURER D: INSURER E: V V V CKl~litJ THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURtD NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NS TYPE OF INSURANCE POLICY NUMBER I Y TI E DATE MMlDD !POLICY ~ DATE (MMlDD/YY] LIMBS GENERAL LIABILITY FJ1CIi000URRENCE $ lOOOOOO A X COMMERCIAL GENERAL LIABILITY 74966909 04/01/10 04/01/11 PREMISES (Eaoccurence) $ 300000 CLAIMS MADE X^ OCCUR MED EXP (Any one person) $ 1 QO Q Q PERSONAL&ADViNJURY $ lOOOOOO GENERAL AGGREGATE $ 2000QQQ GQN'LAGGREGATELIMITAPPLIESPER: PRODUCTS-COMPlOPAGG $ 2000000 X POLICY PRO JECT LOC AU TOMOBILE LIABILITY A ANYAUTO 4796690902 04/01/10 04/01/11 COMBINED SINGLE LIMIT (EaacGdenq $ lOQQ00Q ALL OWNED AUTOS BODILY INJURY $ X SCHEDULED AUTOS (Per person) X HIRED AUTOS BODILY INJURY $ X NON-OWNED AUTOS {PeraccidenQ OP P R ERTY DAMAGE $ (Per accident] GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO F.A ACC OTHER THAN _ - __ $ AUTO ONLY: AGG $ EXCESSA/MBRELLA LIABILITY FJ~CH OCCURRENCE $ 2 O Q 0 0 0 Q A X OCCUR ~ CLAIMSMADE 4796690901 04/01/10 04/1}1/11 AGGREGATE $ 2000000 $ DEDUCTIBLE $ X RETENTION $lOOOO $ WORKERS COMPENSATION AND EMPLOYERS'LIABILITY X TORY LIMITS ER $ ANY PROPRIETOR/PARTNER/EXECUTNE 4122,729 04/Ql/10 Q4/O1/il E-L. EACH ACCIDENT $ 1 QQQ~QQO OFFICEWMEMBER EXCLUDED? It yes describe under E. L. DISEASE-FJ~EMPLOYEE Sl~OOO. OOO , SPECIAL PROVISIONS below E.L DISEASE -POLICY L:M IT $ 1 ~ O O O ~ Q O0 OTHFJ2 DESCRIPTION OF OPERATIONS! LOCATIONS /VEHICLES !EXCLUSIONS ADDED BY ENDORSEMENT! SPECIAL PROVISIONS Eagle County Facilities Management is named as additional insured as respects General Liability, per policy terms and conditions. *10 days notice for non payment of premium. ~trt I Irl~wl t rlu~utK CANCELLATION Eagle County Facilities Management Roa Siebert P.O. Box 850 Eagle CO 81631 ACORD 25 {2001/08) EAGLE-3 ~ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES SE CANCELLED BEFORE THE EXPIRATIO DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 3 O * DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. © ACORD CORPORATION 14RR IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements}. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form doss not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. zs rzaovos~