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HomeMy WebLinkAboutC10-333 Four Seasons Property Maintenance & Landscape Agreement SNOW REMOVAL SERVICES AGREEMENT BETWEEN EAGLE COUNTY AND Four Seasons Property Maintenance & Landscape, LLC. THIS AGREEMENT is made this `1 day of. I (by and between Eagle County ( "County "), and Four Seasons Property Maintenance & Landscape, LLC ( "Contractor "), a company organized and existing by virtue of the laws of the State of Colorado and with a principal place of business at 100 Hoaglund Ranch Road, Basalt, CO 81621 WHEREAS, County desires to utilize Contractor for Snow Removal Services for the County facility located at 0020 Eagle Co. Rd., El Jebel, Colorado, 81628; and 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 services for Contractor in connection with the services and related terms 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 During the period of December 6th , 2010 through April 15 , 2011, Contractor shall perform snow removal services, including snow plowing, shoveling, ice chipping, and the application of ice melt products, at the Eagle County Building in El Jebel, Colorado, as shown in site map attached hereto as Exhibit "A" and incorporated herein by this reference (the "Work "). For the Work under this Agreement, snow must be removed from parking lot and sidewalk surfaces, including those leading to each of the exterior egress doors to the building. The Work should be initially completed by 7:30 a.m. when one (1) inch or more of snow is present, and must be repeated as needed throughout the day to provide safe access to the locations to maximize operations and to minimize risk of injury to pedestrians. The Work also includes the application of ice melt on main accesses of parking area and on sidewalks leading up to the building's exterior doors. Snow shall be stored in designated areas in the parking lots, as directed Eagle County facility management, and as described in the attached Exhibit `B" incorporated herein by this reference. ARTICLE 2 — COUNTY'S REPRESENTATIVE 2.1 The Contract is under the authority of the Eagle County Facilities Management Department, the Manager of which, or his designee, shall be Contractor' s contact with respect to the performance of the Work. ARTICLE 3 — TERM OF AGREEMENT 1 C})D- >3 3.1 This Agreement shall commence on the date first above written, and, subject to the provisions of this Article 3, 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 referred to in this Section 3.1 on terms and conditions as may be mutually agreed between the parties in writing. 3.2 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. with the approval of County, settle all outstanding liabilities and all claims arising out of such termination or orders and subcontracts; and 3.3 In the event of such termination, Contractor shall be entitled to payment for the work satisfactorily performed prior to the termination date. ARTICLE 4 — RENUMERATION 4.1 For the Work provided hereunder, County shall pay to the Contractor monthly installments of $744.00 for Work satisfactorily performed during the months of December, 2010 through April, 2011, but in no event shall the total amount paid to Contractor exceed $3,720.00 absent a written amendment to this Agreement. Fees for Services satisfactorily performed will be paid within thirty (30) days of receipt of a proper and accurate invoice from Contractor. The invoice shall include a description of and date for which the Work was performed. Upon request, Contractor shall provide County with such other supporting information as County may request. 2 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, 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). 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 Snow Removal 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 terms 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" 7.3 Exhibit `B" 7.4 Certificates of Insurance 3 7.5 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 written agreement of the parties. To the extent the terms and conditions of both this Agreement conflict with any other Contract Document, the terms of this Agreement shall prevail. ARTICLE 8 — MISCELLANEOUS 8.1 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 are 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. 8.2 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. 8.3 Provision Mandated by C.R.S. § 8- 17.5 -101 et seq. PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES 8.3.1 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. 8.3.2 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. 8.3.3. 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 4 Department of Homeland Security. Information on applying for the E- verify program can be found at: http:// www .dhs.gov /xprevprot/programs /gc 1185221678150.shtm 8.3.4 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. 8.3.5 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 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. 8.3.6 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). 8.3.7 If a Contractor violates these rohibitions, the County may terminate the contract P Y Y 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. 8.3.8 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. 8.4 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. 5 8.5 INSURANCE REQUIREMENTS. At all times during the term of this Agreement, Contractor shall maintain insurance on its own behalf in the following minimum amounts: 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; Comprehensive Automobile Insurance shall be carried in the amount of $1,000,000 for bodily injury and $1,000,000 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 liability and property damage insurance issued to and covering Contractor and any subcontractor with respect to all Work performed under this Agreement and shall also name County as an additional insured, 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 8.6 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 6 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- 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 earlier termination of this Agreement. ARTICLE 12 — NOTICE Any notice required under this Agreement shall be personally delivered, mailed in the United States mail, first class postage prepaid, or sent via facsimile provided an original is also promptly delivered to the appropriate party at the following addresses: The County: Eagle County Facilities Management P.O. Box 850 Eagle, Colorado 81631 (970) 328 -8786 (p) (970) 328 -8899 (t) and a copy to: Eagle County Attorney P.O. Box 850 Eagle, Colorado 81631 (970) 328 -8699 (f) The Contractor: Four Seasons Property Maintenance & Landscaping, LLC P.O. Box 9545 Aspen, Colorado 81612 (970) 920 -7787 (f) 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. ARTICLE 13 — 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 7 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. COUNTY OF EAGLE, STATE OF COLORADO, C-otmty C /IIIP/ By: -At" _ ., AT 1 1 ozi\i ' #049 1 4i^IVke4 , CONTR TOR By: STATE OF !� Pr4.;.1/- ) ss. 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