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HomeMy WebLinkAboutC11-179 Overhead Door Company of Denver AGREEMENT BETWEEN EAGLE COUNTY and OVERHEAD DOOR COMPANY OF DENVER, INC. THIS AGREEMENT (the "Agreement "), dated as of this, day of June, 2011, by and between Eagle County, Colorado, a body corporate and politic ( "County "), whose address is 500 Broadway, Eagle Colorado 81631, and Overhead Door Company of Denver, Inc, ( "Contractor "), with offices at 3291 Peoria Street, Aurora, Colorado 80010. WITNESSETH: WHEREAS, Contractor has submitted to County a Proposal (the "Proposal "), No. 1- 24358, dated October 4, 2010 (Proposal attached hereto as Appendix 1 and made a part hereof by this reference), and WHEREAS, based on the Proposal, and the representations of Contractor as to its experience and knowledge in the subject matter of the Proposal, 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 supply the equipment and perform the work (jointly, the "Work ") described in the Proposal (Exhibit A). The parties agree that the Proposal is supplemented by the provisions of this Agreement and that in the event of a conflict between the provisions of the Proposal 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 Work provided within 30 days after completion and written acceptance by the County of the Work. County will not unreasonably delay or withhold acceptance of the Work. 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. 0(1. -a1 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 final 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 Work provided hereunder, including all supporting data and other documents prepared or compiled in performance of the Work, and shall correct, at its sole expense, all significant errors and omissions therein. Contractor shall perform the Work 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. 10. No Assignment. The Work to be provided pursuant to this Agreement is 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, 2 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: Eagle County Government Overhead Door Company of Denver, Inc. Attn: Eric Boley Attn: Dave Baumann 500 Broadway 3291 Peoria Street Eagle, CO 81631 Aurora, CO 80010 p: 970 - 328 -8880 p: 303 - 366 -4300 f: 970 - 328 -3539 f: 303 - 360 -5404 eric.boley@eaglecounty.us dave.baumann@overheaddoordenver.com 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. 11. 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 12. Confidentiality. The parties acknowledge that, during the term of this Agreement and in the course of the Contractor supplying the equipment and providing the Work, 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 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. 13. Miscellaneous. This Agreement constitutes the entire Agreement between the parties related to its subject matter. It supersedes all prior proposals, agreements and understandings. 3 14. 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. 15. 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 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. 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 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. 4 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 Contractor violates this provision of this Agreement and the County terminates the Agreement for such breach. Remainder of page intentionally left blank 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 COUNTY MANAGER By: eith Montag, County .. ager Overhead Poor Comp.. of De • er, Inc. By: ` Title: STATE OF COLORADO ) ) ss County of A 1(S ) The foregoing was acknowledged before me this 3 rd day ofjoh .. , 2011 by S)4. J A_. G 01 deixsize i Witness my hand and official seal. My commission expires: VA 4/ !3 . . r.n ,� _, s• ., Not. Public 6 Overhead Door Company Of Denver, Inc. The Genuine. The Original. Mailing Address: Physical Address R 4, 3291 Peoria Street 3291 Peoria Street Aurora, Colorado 80010 Aurora, Colorado 80010 Telephone: 303 - 366 -4300 Telephone: 303 - 366 -4300 Proposal #: 1 -24358 Fax: 303 - 360 -5404 Fax: 303 - 360 -5404 PROPOSAL SUBMITTED TO: Date Attention Eagle County 10/4/2010 ' Eric Boley STREET Job Name 500 Broadway Eagle River Center HVLS Fans City State IZipCode Job Location Eagle CO 181631 0794 Fairgrounds Rd, Eagle CO Phone Number Fax Number Job Phone 970 - 471 -2899 720- 236 -6289 FURNISH AND INSTALL: Qty. 3 Model MA24XL1006 Airvolution HVLS Fans Featuring: Blade Span: 24' diameter Thrust: 54.41b Horsepower: 1 hp Average hanging weight: 2401bs Downdraft Displacement: 275,694 CFM Updraft Displacement: 192,986 CFM Maximum Speed: 50 RPM Power Usage @ Max. Speed: .694 KW Efficiency @ 75% Max Speed: 397.25 CFM/WATT/ 11/25 CMS/WATT Maximum Effective Area: 18,000 SQ FT 3phase 208,230,460 Variable speed remote control One 12" Drop Extension Standard 12 Year Warranty Included Scope of Work: Install mounting bracket to steel column butting up against peak of columns Mount fan to bracket Install safety cables Install guy wires Mount control box to customer supplied bracket Run high voltage motor control wires in S.O. cord along truss and terminate to control box Run low voltage remote control wires in S.O. cord along truss and terminate in remote control box, mounted on customer supplied bracket. Run test fans for proper operation Exclusions: Sales Tax, Supply Voltage Wiring Work to be performed during normal business hours, M -F 8 -4 In order to control costs, complete installation must be completed in one trip Customer to provide electrical power to Macro -Air control box within 20' of fan hub. Customer to provide sufficient mounting bracket for control box and remote control Customer to provide sufficient mounting bracket for center fan. Customer assumes all liability for bracket Page 1 of 2 (Continued on next page ... ) � �.,.icti1,6 �' , L /9 Price Proposal for Eagle County by Overhead Door Company Of Denver, Inc. Proposal Number 1 - 24358 Job Name: Eagle River Center HVLS Fans Customer to provide all terrain scissorlift capable of supporting 750Ibs with a deck no smaller than 4' x 8' Option 1: Upgrade Fans to 2 horsepower MaxAir Fans ADD TO BASE BID: $2,215.00 We hereby propose to complete in accordance with above specification, for the sum of: BASE BID PRICE OF: Twenty Two Thousand Two Hundred Six Dollars $22,206.00 and No Cents Signature Dave Baumann Direct Dial: 303 - 594 -4238 Dave .Baumann @OverheadDoorDenver.com TERMS AND CONDITIONS Payment to be made as follows: Prices subject to change if not accepted in 60 days. Openings are to be prepared by others in accordance with our specifications. All electrical work (including conduits, wiring & connections) by others unless specifically set forth above. Interest to accrue on unpaid balance beyond terms at the rate of 1.5% per month (18% per annum). It is company policy to file mechanic liens on projects not paid within 90 days. The undersigned agrees to pay the cost of collections, including reasonable attorney fees. Material prices are subject to increase due to the fluctuating steel market and thus are not protected against these price increases. Documentation can be provided in the event manufacturers prices increase due to increased steel cost. • ACCEPTANCE: Terms, Price, and specifications on all pages of this proposal are hereby accepted and the work authorized. Purchaser: Signat �� � Title Da e of A ptance Page 2of2 ti / l4 ei s°‘'