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HomeMy WebLinkAboutC11-140 Magic Touch Window Cleaning • 1 • AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND A MAGIG TOUCH WINDOW CLEANING CORP. if THIS AGREEMENT ( "Agreement "), dated this Jday of Ai , 241 1, is between Eagle County, Colorado by and through its Board of County Commissioners ("County") and A Magic Touch Window Cleaning Corp, a Colorado corporation ( "Contractor "). WITNESSETH: WHEREAS, Eagle County desires window cleaning services in the Air Traffic Control Tower (ATCT) cab at the Eagle County Regional Airport ( "Airport"); and WHEREAS, Contractor is authorized to do business in the State of Colorado, has experience and expertise in such window cleaning, and wishes to provide said services to County; and WHEREAS, County and Contractor intend by this Agreement to set forth the scope of responsibilities of Contractor in connection with the cleaning of ATCT cab windows. AGREEMENT NOW, TH E R E F 0 R E, in consideration of the foregoing premises and the following promises, County and Contractor agree as follows: 1. SCOPE OF WORK: The following will collectively be referred to as the "Work:" Contractor shall furnish all services, labor, personnel and materials necessary to perform and complete the cleaning of interior and exterior surfaces of ATCT cab windows on an on -call basis. 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 physical conditions at the site that will affect the cost of the Work C. Contractor represents and warrants that the Work will comply with any and all applicable laws, codes, rules and regulations. In the event the Work relates to property owned or funded by federal, state or local government funds, Contractor agrees to comply with any additional terms and conditions required by applicable laws, codes, rules and regulations. The Contractor's personnel shall observe all regulations in effect upon the Airport. Page 1 of 7 C I (- )q.0 • • • D. 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. E. Contractor represents and warrants that it shall be solely responsible for the safety of its employees in the performance of the Work and acknowledges that the exterior Work will occur on the eighth story of the ATCT and that each of its employees working at the Airport and performing the Work are trained and will employ proper safety techniques when performing the Work. 3. CONTRACT PRICE: A. County shall pay Contractor for performance of Work which is satisfactorily performed as follows: i) ATCT cab exterior window cleaning: $75.00 per cleaning occurrence. ii) ATCT cab interior window cleaning: $75.00 per cleaning occurrence. iii) In the event Contractor performs additional or special window cleaning or related services not specifically outlined in this Agreement for County at the Eagle County Regional Airport, Contractor shall be compensated at a labor rate of $40.00 per hour. B. Contractor will submit an invoice upon completion of the Work. Such invoice shall detail the Work performed; and if Work is performed on an hourly basis the number of hours spent. County will submit payment within thirty (30) days of receipt of the invoice for all Work satisfactorily performed. County reserves the right to request additional detail or information with respect to any invoice which it considers deficient or incomplete. 4. TERM AND TERMINATION OF AGREEMENT: A. This Agreement shall commence upon execution by both parties and shall continue for one (1) year unless earlier terminated as set forth herein. B. This Agreement may be extended for an additional one (1) year term upon agreement of both parties and execution of an Amendment hereto. C. This Agreement may be terminated by either party, with or without cause upon seven (7) days written notice. In the event of such termination Contractor shall be paid for all Work satisfactorily performed to the date of termination. Page 2 of 7 • 5. COMMENCEMENT AND COMPLETION OF THE WORK: A. Contractor shall complete the Work within seven (7) days of notification by County of need for such services, or within a time otherwise agreed upon by Contractor and County. Contractor agrees to notify County immediately if achievement of the completion date appears unlikely to the Contractor, and thereupon, County and Contractor will meet to discuss the reasons for delay and means of achieving timely completion. 6. INDEMNIFICATION: A. 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 including damage to property, or injuries to or death of any person or persons, and including workers compensation claims, of or by anyone whomsoever, 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. B. Notwithstanding the foregoing, Contractor acknowledges that County does not waive or intend to waive the monetary limitations, or any other rights, immunities and protections provided by the Colorado Governmental Immunity Act, (C.R.S. § 24 -10 -101 et seq.), as from time to time amended or as otherwise available to County, its commissioners, officers and employees, all of which rights, immunities and protections County expressly retains. Further, the minimum insurance requirements prescribed herein shall not be deemed to limit or define the obligations of Contractor hereunder. 7. INDEPENDENT CONTRACTOR: A. With respect to the provision of the Contractor's Work hereunder, Contractor acknowledges that Contractor is an independent contractor providing Contractor's services to County. Nothing in this Agreement shall be deemed to make Contractor an agent, employee, partner or representative of County. B. The Contractor shall not have the authority to, and will not make any commitments or enter into any agreement with any party on behalf of County without the written consent of the County. C. The Contractor and its employees are not entitled to workers' compensation benefits through the County. The Contractor is solely responsible for necessary and adequate workers' compensation insurance and shall be responsible for withholding and paying all federal and state taxes. The Contractor and its employees are not entitled to unemployment insurance benefits unless unemployment compensation coverage is provided by an entity other than County. The Contractor hereby acknowledges full and complete liability for and timely payment Page3 • • of all local, state and federal taxes imposed including, without limitation, tax on self -employment income, unemployment taxes and income taxes. 8. 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, or changed 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. The Contractor's obligations hereunder shall survive termination of the Agreement. H. 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 in respect of any period after December 31st of the calendar year of the Term of this Agreement, without the written approval in accordance with a budget adopted by the Board of County Commissioners in compliance with the provisions of 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). Page 4 of 7 • 9. INSURANCE: A. Contractor agrees to provide and maintain at Contractor's sole cost and expense and at all times during the term of this Agreement the following insurance coverage: i. Workers Compensation coverage with policy limits as require by law and Employers Liability Coverage, with policy limits of $1,000,000 each accident for Bodily Injury by Accident; ii. Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence; $2,000,000 for bodily injury and property damage liability; $2,000,000 for in annual aggregate limits. B. All insurance required hereby shall be issued by an insurance company or companies authorized to do business in the State of Colorado. All policies must contain an unqualified thirty (30) days' notice of cancellation of coverage to County. C. Certificates of Insurance with the required endorsements evidencing coverage must be delivered to County prior to the commencement of any Work under this Agreement. Notwithstanding any other provision hereof, Contractor shall provide County a complete copy of any policy of insurance required hereunder within five (5) business days of a written request from County, and hereby authorizes Contractor's brokers, without further notice to or authorization by Contractor, to immediately comply with any written request of County for a complete copy of any policy required hereunder. 10. 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: Eagle County Airport: Contractor: Airport Director Mark Goodban P.O. Box 850 A Magic Touch Window Cleaning Eagle, Colorado 81631 P.O. 5652 Vail, Colorado 81658 (970) 328 -2680 (office) (970) 970 -748 -0498 (office) (970) 328 -2687 (fax) (970) 376 -1066 (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 of the U.S. Postal Service. 11. Prohibitions on Public Contract for Services: Page 5 of 7 • • 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. (a) 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. (b) 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.gov /xprevprot /programs /gc 1185221678150.shtm (c) The Contractor shall not use either the E- verify program or other Department Program procedures to undertake pre- employment screening of applicants while the public contract for services is being performed. (d) 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 (3) 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 (3) days of receiving the notice required pursuant to subparagraph (i) of 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 established in C.R.S. § 8 -17.5- 102(5). (f) If a Contractor violates these prohibitions, the County may terminate the contract for a breach of the contract. If the contract 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. (g) 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. Page 6 of 7 • • • IN WITNESS WHEREOF, COUNTY and CONTRACTOR have executed this Agreement on the date and year first above written. EAGLE COUNTY, COLORADO By and Through its County Manager BY: I Montag, County Manage A MAGIC TOUCH WINDOW CLEANING CORP. 7" 7741-<' /( BY: Mark Goodban Its: STATE OF C_.b(hroAc ) ) SS. COUNTY OF�5 1 ) The foregoing instrument was acknowledged before me by rr \„ 4 , this Lj day of 1 - ) r 1 , 2011. M commission a Tres: a as 112-, BRIA WoQDo Notary Public My Comm STATE Ex pires 02/25/2012 Page 7of7