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HomeMy WebLinkAboutC11-166 Ace Equipment & Supply Sales Contract • AGREEMENT BETWEEN EAGLE COUNTY and ACE EQUIPMENT & SUPPLY COMPANY THIS AGREEMENT (the "Agreement "), dated as of this5[ day of May, 2011, by and between Eagle County, Colorado, a body corporate and politic ( `County "), whose address is 500 Broadway, Eagle Colorado 81631, and Ace Equipment & Supply Company ( "Contractor "), with offices at 9660 Dallas Street, Henderson, Colorado, 80640. WITNESSETH: WHEREAS, Contractor has submitted to County a Quotation/Sales Contract (the "Quotation "), No. 11- 033101LB, dated March 31, 2011 (Quotation, with attachments thereto, attached hereto as Appendix 1 and made a part hereof by this reference), and WHEREAS, based on the Quotation, and the representations of Contractor as to its experience and knowledge in the subject matter of the Quotation, the County desires to contract with Contractor for the services described in the Quotation, as more specifically hereinafter set forth. NOW, THEREFORE, in consideration of the foregoing premises and the following promises, the parties agree as follows: 1. Services Provided. Contractor will provide the services (the "Services ") described in the Quotation. The parties agree that the Quotation is supplemented by the provisions of this Agreement and that in the event of a conflict between the provisions of the Quotation and the provisions of this Agreement, this Agreement shall control. 2. Commencement of Work. Contractor will commence work in fulfillment of its obligations hereunder promptly following execution of this Agreement. 3. Payment Terms. County will pay to the Contractor the agreed total price for the equipment and services provided within 30 days after completion and written acceptance by the County of the Services. County will not unreasonably delay or withhold acceptance of the Services. 1 Gi ( -11fite 4. Independent Contractor. Contractor acknowledges that it is an independent contractor providing equipment and services to County. Nothing in this Agreement shall be deemed to make Consultant an agent, employee, partner or representative of County. 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 Board of County Commissioners. Contractor will maintain liability, unemployment and workman's compensation insurance on its behalf, as necessary. 5. Additional Payment and Fund Budgeting and Appropriation. Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to County nor shall any payment be made to Contractor in excess of the amount for any work done without the written approval in accordance with a budget adopted by the County in accordance with provisions of the Colorado Revised Statutes. Moreover, the parties agree that the County is a governmental entity and that all obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. 6. Ownership of Documents. All documents (including electronic files) which are obtained during or prepared, either partially or wholly, in the performance of the Services shall remain the property of the County and are to be delivered to County before fmal payment is made to Contractor or upon earlier termination of this Agreement. 7. Indemnification. Within the limits allowed by law, Contractor shall indemnify County for, and hold and defend the County and its officials, boards, officers, principals and employees harmless from, all costs, claims and expenses, including reasonable attorney's fees, arising from claims of any nature whatsoever made by any person in connection with the negligent acts or omissions of, or presentations by, Contractor in violation of the terms and conditions of this Agreement. This indemnification shall not apply to claims by third parties against County to the extent that County is liable to such third party for such claim without regard to the involvement of the Contractor. 8. 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) and Workers' Compensation insurance as required by Colorado law. Contractor shall deliver certificates of insurance, naming County as an additional insured, to County within fifteen (15) calendar days of execution of this Agreement by County. 9. Contractor's Professional Level of Care. Contractor shall be responsible for the completeness and accuracy of the Services provided hereunder, including all supporting data and other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. Contractor shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to consultants, with respect to similar services, in this area at this time. 2 10. No Assignment. The Services to be provided pursuant to this Agreement are professional in nature and in entering into this Agreement County is relying upon the professional services and reputation of Contractor. Therefore, Contractor may not assign its interest in this Agreement, or its rights and obligations under this Agreement without the prior written consent of County, which consent County may withhold in its sole discretion. Except as so provided, this Agreement shall be binding on and inure to the benefit of the parties hereto, and their respective successors and assigns, and shall not be deemed to be for the benefit of or enforceable by any third party. 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 Agreement. 11. Notices. Any notice and all written communications required under this Agreement shall be given in writing by personal delivery, facsimile or U.S. Mail to the other party at the following addresses: County: Harry Taylor Fleet Services Manager Fleet Services P O Box 1705 Gypsum, CO 81637 Telephone: 970.328 -3543 Fax: 970.328.3549 Contractor: Lawrence G. Booco Ace Equipment & Supply Company 9660 Dallas Street Henderson, CO 80 -640 Telephone: 303.288.2916 Fax: 303.288.5609 Notices shall be deemed given on the date of delivery; on the date the facsimile 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 depository of the U.S. Postal Service. 12. Governing Law and Judicial Venue. 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 13. Confidentiality. The parties acknowledge that, during the term of this Agreement and in the course of the Contractor supplying the equipment and providing the Services, the Consultant and County may acquire knowledge of the business operations of the other party not generally known and deemed confidential. The parties shall not disclose, use, publish or otherwise reveal, either directly or through another, to any person, firm or corporation, any such confidential knowledge 3 - I or information and shall retain all knowledge and information which he has acquired as the result of this Agreement in trust in a fiduciary capacity for the sole benefit of the other party during the term of this Agreement, and for a period of five (5) years following termination of this Agreement. Any such information must be marked as confidential. The parties recognize that the County is subject to the Colorado Open Records Act and nothing herein shall preclude a release of information that is subject to the same. 14. Miscellaneous. This Agreement constitutes the entire Agreement between the parties related to its subject matter. It supersedes all prior proposals, agreements and understandings. 15. Third Party Rights. This Agreement does not and shall not be deemed to confer upon or grant to any third party any right enforceable at law or equity arising out of any term, covenant, or condition herein or the breach thereof. 16. Prohibition on Public Contracts for Services. 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 Agreement, Contractor certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Agreement 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 Agreement. 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 Agreement through . g g artici at p p ion 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 4 C. 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. D. If Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, Contractor shall be required to: (i) Notify the subcontractor and the County within three days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and (ii) Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (D) the subcontractor does not stop employing or contracting with the illegal alien; except that the Consultant 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. 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 Contractor violates these prohibitions, 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 Agreement, Contractor shall be liable for actual and consequential damages to County as required by law. G. County will notify the office of the Colorado Secretary of State if Consultant violates this provision of this Contract and the County terminates the Contract for such breach. 5 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 Co i'ssioners 1 40 . /■• . 111 4 ,/ A By: airman Attest: 1r' Teak J. Simonton, Clerk to the Board of County Commissioners Ace Equipment & Supply Company Title: 6 STATE OF COLORADO ) ,+' ) ss County of L4,,, ) The foregoing was acknowledged before me this (�) day of ` ,,7, 011 bY/ , Q fJ,Te 1 - Sooe l � ' Witness my hand and official seal. My commission expires: / I // 3/ ( 9O 3 .e/ ,III ! a t a r t ? ( T. is • � G . , O << ^ oF C � v Cel , aft meet & Sewit e.mft4 1 9660 DALLAS STREET — HENDERSON, CO 80640 800 - 435 -4266 / 303 - 288 -2916 / 303 - 288 -5609 (FAX) Serving the Rocky Mountain Region Since 1949 QUOTATION / SALES CONTRACT • TO: DATE: March 31, 2011 Eagle County — Fleet Services QUOTE #: 11- 033101 LB P.O. Box 1705 TERMS: Net 30 3289 Cooley Mesa Road - Bldg. C F.O.B.: Gypsum, CO Gypsum, CO 81637 DELIVERY: 5 -7 Weeks VALID FOR: 60 Days ATTN: Gary Nestor, Maint. Coord. RE: Refurbish Wash Bay Lift PHONE: 970 - 328 -3548 FAX: 970 - 328 -3549 gary.nestor @eaglecounty.us WE ARE PLEASED TO QUOTE YOU AS FOLLOWS: ITEM DESCRIPTION QTY UNIT UNIT PRICE TOTAL Labor & Materials = Remove, Refurbish and Reinstall (1) Rotary/Advantage Model #50/32 Parallelogram Vehicle Lift per Attachment "A" - Scope of Repair. Includes Transport To and 1 From Ace Equipment's Facility. 1 L.S. $40,000.00 $40,000.00 (Not To Exceed) N.T.E. TOTAL $40,000.00 COMMENTS: Above price does not include any repairs that might be necessary to the concrete surface that the lift is anchored to. Eagle County will be advised if there are any issues once the lift is removed and the concrete is inspected. • Any alteration or deviation from the above specifics will become an extra charge over and above the estimate. Units quoted from stock are offered subject to prior sale. Prices quoted do not include any state or local taxes and such taxes (if any) shall be paid by the purchaser in addition to the quoted price. All deposits are non - refundable. Delivery quoted is based on the date of this quotation and subject to any delay encountered in receiving a firm order and to other factors beyond our control. Warranty on above listed material, including new machines, parts and supplies, is limited to that as provided by the manufacturers, copies of which are available upon request. It is understood that the seller shall not be held responsible for any accident or damage resulting directly or indirectly from the above material and /or equipment. In the event of non- payment of all or part of the amount due to Ace Equipment, Ace Equipment shall be entitled to payment of its attorneys fees and costs incurred in the collection process, together with interest at the rate of 18% per annum from and after the payment due date. It is expressly agreed that any property furnished by Ace Equipment, shall be and remains personal property, and the ownership and title to same is hereby retained by Ace Equipment, and shall not pass to the purchaser, until total charges for labor, services, materials and equipment have been paid. Fax signatures shall operate the same as original documents. These terms are applicable to all initial and subsequent work. It is understood that there are no verbal agreements or understandings, which in any manner conflict with the written terms of this quotation. AUTHORIZATION Submitted By: Lawrence G. Booco Accepted By: Signature: Signature: Title: President Title: Date: March 31, 2011 Date: + v Attachment "A" Scope of Work REFURBISH (1) ROTARY /ADVANTAGE MDL. #50/32 PARALLELOGRAM LIFT LOCATED AT EAGLE COUNTY FLEET MAINTENANCE SHOP, GYPSUM, COLORADO 1. Disconnect and remove lift platforms from wash bay. Visually inspect concrete and advise Eagle County of any issues. Transport lift to Ace Equipment's shop. 2. Disassemble lift platforms completely. 3. Transport bare platforms, legs and base plates to subcontractor. Platforms, legs and base plates to be sandblasted to bare metal, primed with 90 -97 zinc primer, 1 coat of series 66 epoxy, topcoat of series 73 urethane paint. Resurface top of platforms with epoxy embedded anti -skid material. Transport items back to Ace Equipment's shop. 4. Disassemble, clean and re -seal hydraulic cylinders. Add prestolok fittings and•tubing for breather ports. 5. Reassemble platforms using the following new items; leg pins, bushings, air cylinders for locks, reed switches, home positions switches, safety tape switch assemblies (channel, new style housing /switch), encoder belts, wiring harnesses, hubble conduits, platform Tight assemblies, hydraulic hoses and decals. 6. Transport platforms back to Transit Facility. Re- install lift. 7. Change hydraulic oil and filter in control panel. Test all systems. Please allow 5 to 7 weeks to complete repairs. Most parts will be ordered prior to lift removal. • ROTARY LI #a The World's Most Trusted Lift «5 ;.co rr April 19, 2011 • To whom it may concern: Rotary lift uses a select distribution model for its heavy duty products. This strategy is based upon the requirements of the heavy duty lift market. The products incorporate electronic components which demand higher levels of technical competency. The customers are frequently engaged in public service activities which demand a higher level of service responsiveness and a service capacity which demands more human resources and deeper service parts inventories. The nature of the Heavy Duty project is also typically of a high dollar value and requires deeper credit lines and extensive bonding capability. Based on these industry requirements Rotary lift sets minimum annual training requirements, insurance coverages and maximum turnaround on responses to requests for service. This step is designed to guaranty quality assurance and service responsiveness that many other organizations cannot provide. But the strategy does force us to create exclusive territories for those distributors and service organizations willing to represent Rotary lift in the most professional manner. Our heavy duty organization is represented by an exclusive contract with a single select partner in many regions. We choose this structure because we can document that it produces the best possible service experience for our very important HD customers. In your region, that partner is Ace Equipment. They are the only Heavy Duty authorized direct distributor of Rotary products, including the Advantage parallelogram lift, and they are also the only HD Rotary Authorized Installer that can deliver installation or warranty services for this region. If there are any further questions, or if I may provide more information in regards to a specific project, please feel free to contact me at the address provided. Respectfully, Doug Spiller Heavy Duty Product Manager Rotary Lift A VSG Company, A Division of Dover Corporation ,°' ? ROTARY LIFT 2700 Lanier Drive P: 812.273.1622 P.O. Box 1560 F: 812.265.9500 f .ti 5 A DOVERTCOMPANY Madison, Indiana 47250 -0560 www.rotarylift.com