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HomeMy WebLinkAboutC11-218 Ruggs Benedict • J I AGREEMENT BETWEEN EAGLE COUNTY AND RUGGS BENEDICT THIS AGREEMENT is made this day of _ t /�- GCJ?.P , 2011, by and between Eagle County ( "County "), and Ruggs Benedict, Inc., ( "Contractor "), a Colorado Corporation with a principal place of business at 810 Nottingham Road, Avon, Colorado 81620. WHEREAS, County desires to purchase flooring materials and associated installation services for the Eagle County building in El Jebel, Colorado (the "Facility "). WHEREAS, Contractor is authorized to do business in the State of Colorado, has experience and expertise necessary to provide said product and 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 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 Contractor will provide the specific flooring materials in the amounts and for the prices provided in the attached Exhibit "A," hereby incorporated by this reference, and will use its expertise, skill and its own employees to provide installation services to install such flooring materials at the Facility. Specifically, as depicted in the attached Exhibit "B," which is hereby incorporated herein by this reference, Contractor will provide and install vinyl plank flooring for the kitchen area; provide and install carpet tiles in the Mount Sopris Room (including the Storage Area), the Pinion Room, the Spruce Room and the Foyer; and install cove base materials in the Pinion Room, Spruce Room and Storage Area. ARTICLE 2 — COUNTY'S REPRESENTATIVE 2.1 The Facilities Management Department designee, shall be Contractor's contact with respect to this Agreement and the performance of the Services. ARTICLE 3 — TERM OF AGREEMENT 3.1 This Agreement shall commence upon execution of this Agreement by both parties, and, subject to the provisions of Article 11 hereof, shall continue in full force and effect until the products are delivered and services satisfactorily completed in accordance with the terms of this Agreement. 1 C11 —. ARTICLE 4 — COMPENSATION 4.1 For the goods and services to be provided hereunder, County will pay Contractor the amounts provided in Exhibit "A." The maximum amount of compensation under this Agreement shall not exceed fourteen thousand six hundred seventy eight dollars and fifty cents ($14,678.50) without a signed amendment to the Agreement. 4.2 A down payment of nine thousand two hundred seventy nine dollars and seventy eight cents ($9,279.78) will be made as a deposit upon execution of this agreement. The remaining balance of five thousand three hundred ninety eight dollars and seventy two cents ($5,398.72) will be made for Services satisfactorily performed will be paid within thirty (30) days of receipt of a proper and accurate invoice from Contractor respecting the 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. 4.3 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. 4.4 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 Services 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 governmental 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 itself with the nature and extent of the Services to be provided hereunder, the Facility, 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 Services. 5.2 Contractor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance of the Services. 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 this Agreement. 5.5 To the extent possible Contractor, has given County written notice of all conflicts, 2 errors, or discrepancies that he has discovered in the Agreement. 5.6 Contractor will be responsible for provision of the Services and shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to carpet and flooring sales and service companies. Further, in rendering the Services, Contractor shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision of its employees to ensure the Services are performed in accordance with this Agreement. ARTICLE 7 — ENTIRE AGREEMENT 7.1 This Agreement represents the entire Agreement between the parties hereto. There are no Contract Documents other than this Agreement. The Agreement may only be altered, amended, or repealed in writing. ARTICLE 8 — MISCELLANEOUS 8.1 No assignment by a party hereto of any rights under, or interests in the Agreement 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 Agreement. 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 this Agreement. 8.3 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, 2011 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). 8.4 Provision Mandated by C.R.S. § 8 -17.5 -101 et seq. PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES 8.4.1 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 3 and Employment program ( "Department Program ") in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Contract. 8.4.2 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. 8.4.3 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.gov /xprevprot/ programs /gc 1.1.85221678150.shtm 8.4.4 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. 8.4.5 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. 8.4.6 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). 4 8.4.7 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. 8.4.8 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. 8.5 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. 8.6 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: 10.1 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- OWNERSHIP OF DOCUMENTS AND MATERIALS: All documents (including electronic files) and flooring materials which are obtained during, purchased or prepared 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. 5 ARTICLE 12 - TERMINATION: 12.1 County may terminate 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. In such event, Contractor shall be compensated for all Services satisfactorily completed up to the date of termination for such Services. ARTICLE 13 — NOTICE 13.1 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 (f) and a copy to: Eagle County Attorney P.O. Box 850 Eagle, Colorado 81631 (970) 328 -8699 (f) The Contractor: Ruggs Benedict Attn: Shannon Elicker P.O. Box 830 Avon, Colorado 81620 (970) 949 -6082 13.2 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 14 — INDEPENDENT CONTRACTOR 14.1 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 between County and Contractor or County and Contractor's employees. Contractor and its employees shall be, and shall perform as, independent contractors. No officer, agent, subcontractor, employee, or servant of Contractor shall be, 6 or shall be deemed to be, the employee, agent or servant of County. Contractor shall be solely and entirely responsible for the means and methods to carry out the Services under this Agreement and for Contractor's acts and for the acts of its officers, agents, employees, and servants during the performance of this agreement. Neither Contractor nor its officers, agents, subcontractors, employees or servants may represent, act, purport to act or be deemed the agent, representative, employee or servant of County. ARTICLE 15 — INSURANCE REQUIREMENTS 15.1 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: $1,000,000 Property Damage Liability: Each Accident or Occurrence: $1,000,000 15.2 Contractor shall purchase and maintain such insurance as required above and shall provide certificates of insurance in a form acceptable to County upon execution of this Agreement. // SIGNATURE PAGE TO FOLLOW // 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. COUNTY OF EAGLE, STATE OF COLORADO, by its County Manager By: / _ i��— eith Montag RUGGS BE DICT By: '_!.& _% x ' A •.� Title: �4..tJz1L/! STATE OF Cc, / 0 ) ) ss. COUNTY OF g4 t, ) The foregoing instrument was acknowledged before me by , this IT day of , 2011. My commission expires: a /c o Izol z Notary Public JAY McCONNELL NOTARY PUBLIC STATE OF COLORADO My Commission Expires 06/10/2012 8 R V G G a� 810 Nottingham Road tr:�'lRpi PO Box 830 B �NEtt�1+�T �tilu A von, CO 81620 970- 949 -5390 More floors. More Choices. Fax 970-949-6082 Eagle County Building 0020 Eagle County Road, El Jeble, Order # Attn. Jan 328 -8889 Eagle County Bldg. Jan will be meeting you and 2 other 37815 328 -8731 Yuri Direct 4/12/2011 Eagle CO 81631 471 -0396 Yuri Cell Shannon r STAR SCREEN- Carpet Tile 503 Rice Field Carpet Tile: Mt Sopris Room, Pinion Room, Spruce Room, Storage Room & Foyer. See Drawing. Empress Adhesive for Carpet Tiles - SPECIAL Adhesive. Jefferson Oak Golden 6" W Vinyl Wood Plank Flooring: Kitchen Area. 4" Rubber Cove Base 1/8" Thick w/ Toe - Special Color SP TBD Cove Base: Pinion, Spruce Room & Storage Rooms (see drawing). LVT Adhesive S288 - 1gal Adhesive for Cove Base - SPECIAL Dowd -1 TUBE Tax Exempt: 98- 04908 -000 Each estimate includes: carpet, LVT, cove base, materials, furniture moving, take up disposal, installation and freight. 1. This estimate is based upon current information. Additional labor or materials necessitated by actual job site conditions at the This estimate includes the materials time of installation will be paid for by the owner and /or contractor. listed above, and the charges for Quoted material prices are guaranteed for 30 days. shipping, sales tax and installation 2. Owner and/ or contractor herby retain this materiaiman (Ruggs Benedict Inc) as a limited agent for the purpose of in the rooms / areas listed above. engaging the service and labor of an installer to facilitate the installation of the materials herby ordered and purchased. Buyer Order Total $14,678.50 accepts as conditions of sale the terms listed on the installation agreement attached. 3. Buyer acknowlwdges deposit given with this order is to Deposit Due with Order 9,279.78 induce Ruggs Benedict Inc to special order specific merchandise for the customer's use, it is not subject to change, cancellation, or return. Deposits are non - refundable. 4. Any principal amount remaining unpaid 30 days after the due Paid date as shown will bear interest of 18% per annum (1.59 monthly) until paid. The buyer agrees to pay for all additional costs of c ` cction including attorney fees for the collection of l Printed: Total Balance Due 14,678.50 Date: GA!'f1Pii I r • `` �..^`�,,,—�,, .------4— l �—` ._... -- r \,, l 7 � , 4.4 -, i s .. „. s v . c.,,s ' r - 3 t 1 i P k