HomeMy WebLinkAboutC11-314 InsulVail Inc. AGREEMENT BETWEEN EAGLE COUNTY AND INSULVAIL, INC.
THIS AGREEMENT is made this )5 day of ) 4 ib 4 , 2011, by and between
Eagle County and In 1 it LL ("Contractor"),
g y su Va C, a Colorado Corporation
with a principal place of business in Vail, Colorado 81658.
WHEREAS, County desires to purchase R49 fiberglass loose fill associated installation
services and contract for removal of all sawdust, wood chips and fiberglass batts from the
attic space in the County -owned CSU Building at 0441 Broadway, Eagle, 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 fiberglass fill and perform the associated
installation and cleanup services set forth in the Proposal letter (the "Proposal ") dated
August 31, 2011 and attached hereto Exhibit A and made a part hereof by this reference
for the prices provided in the attached Exhibit A, and will use its expertise, skill and its
own employees to provide the services s to install such fiberglass fill and perform the
specified cleanup at the Facility.
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 Articles 7 and 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.
•
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 two thousand dollars ($2,000.00) without a signed
amendment to the Agreement.
4.2 The agreed price for product supplied and 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
p g
p
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.
5.3 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.
5.4 To the extent possible Contractor, has given County written notice of all conflicts,
errors, or discrepancies that he has discovered in the Agreement.
2IPage
5.5 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 fiberglass fill and installation and clean-
up. 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 6 — ENTIRE AGREEMENT
6.1 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. No provision of the Proposal attached as
Exhibit A other than the specification of product to be supplied and services to be
performed and the prices for such product and services shall be a part of this Agreement
notwithstanding incorporation of such Proposal herein as above - referenced.
ARTICLE 7 — MISCELLANEOUS
7.1 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.
7.2 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.
7.3 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).
7.4 Provision Mandated by C.R.S. § 8- 17.5 -101 et seq. PROHIBITIONS ON
PUBLIC CONTRACT FOR SERVICES
7.4.1 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
3IPage
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.
7.4.2 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.
7.4.3 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 1185221678150.shtm
7.4.4 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.
7.4.5 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 8.4.5 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.
7.4.6 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).
4IPage
7.4.7 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.
7.4.8 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.
7.5 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.
7.6 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 8 - JURISDICTION AND VENUE:
8.1 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 9 - INDEMNIFICATION:
9.1 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 10 - OWNERSHIP OF DOCUMENTS AND MATERIALS:
10.1 All documents (including electronic files) and fiberglass fill 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.
5jPage
• I
ARTICLE 11 -TERMINATION:
11.1 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 12 — NOTICE
12.1 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: InsulVail LLC
P.O. Box 2888
Vail, Colorado 81658
(970) 524 -3000 (p)
(970) 524 -3001 (f)
12.2 Notices shall be deemed given on the date of delivery; on the date a 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 depositary
of the U.S. Postal Service.
ARTICLE 13 — INDEPENDENT CONTRACTOR
13.1 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,
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
_ _ Wage
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 14 — INSURANCE REQUIREMENTS
14.1 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
14.2 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 //
7IPage
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:
Keith Montag
INSULVAIL, LLC
By: e/
Title: `� 14 )14-e
STATE OF C(1-Q 1) .210 )
) ss.
COUNTY OF
The foregoing instrument was acknowledged before me by g.1 C k r2 0 ,
this day of 5tpi K.t,kcX, 2011.
My commission expires: 0 a.4 - lc.
Notary Public
s �r7
EX BIT
t o v�
v5t fa InsulVail, «.c
Post Office Box 2888
Vail, Colorado 81658
970- 524 -3000
Fax 970 -524 -3001
Eagle County Facilities Dept
PO BOX 850
Eagle Co 81631
VIA E -Mail: eric.boley @eaglecounty.us August 31, 2011
PROJECT: 0441 Broadway - Eagle - CSU Building
1. R49 fiberglass loose fill to exterior ceiling area Total $ 900.00
2. Remove all saw dust & wood chips from attic space & fiberglass batts Total $1100.00
Thank you for the opportunity to submit this proposal.
Christopher Alvey / Sales & Estimating
Terms & Conditions & Proposal Accepted by:
Date:
Terms: Net 30- Please remit payment to P.O. Box 2888, Vail CO 81658. Please reference invoice number when paying. To the
fullest extent permitted by law, you agree to pay all costs and expenses of collection, including reasonable attorney's fees and
expenses.
All material will be as provided in the attached description. All work will be completed in a workmanlike fashion in accordance with the
standards of the industry. Any alteration or deviation from the above specifications involving extra costs will be executed only upon written
orders and will become an extra over charge and above the estimate(s). All agreements are contingent upon strikes, accidents, acts of God or
delays beyond our control. Owner to carry fire and tornado insurance and other insurance that may be required by law. Our workers are
covered by worker's compensation insurance to the extent required by law.
We do not warrant against and shall not be liable for any damage or injury, including but not limited to mold accumulation, when due to any of
the following causes: the failure of the builder or contractors (other than our Company) to follow the instructions and specifications of the
insulation manufacturer; faulty or improper installation or maintenance of drywall or other wall covering; use of accessories or wall
preparation materials that do not properly receive the insulation; and compliance with applicable building codes or other government
regulations relating to surface preparation, wall coverings, required materials or mandatory procedures.
ANY WARRANTIES IMPLIED BY LAW, SUCH AS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY DISCLAIMED. WE SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL
DAMAGES OR INCIDENTAL DAMAGES for breach of any warranty associated with the insulation. Our liability shall in no event exceed
the cost of the materials set forth herein. We cannot and shall not be liable to you for the breach of any other express warranties, such as those
given to you by other dealers, contractors, applicators, distributors or manufactures. Your exclusively remedy with respect to defective
materials provided by us shall be repair or replacement, at our option, of the defective materials.
1
