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HomeMy WebLinkAboutC11-358 Maverick Flooring AGREEMENT BETWEEN EAGLE COUNTY AND Maverick Flooring, Inc. lip'' THIS AGREEMENT is made this day of (. 0(144 r , 2011, by and between Eagle County ( "County "), and, Maverick Flooring, Inc. ( "Contractor "), a Colorado corporation with a principal place of business at 371 Metcalf, Avon CO 81620. WHEREAS, County desires to purchase flooring and have installed at the North and South stairwells at Eagle County Building (the "Facility "). WHEREAS, Contractor is authorized to do business in the State of Colorado, has experience and expertise necessary to provide said equipment, product and/or 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 materials, equipment and 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 agrees to procure the materials and equipment ( "Equipment ") and provide all services, labor, personnel and materials to perform and complete the procurement and installation services set forth in Exhibit Al and A2 (hereinafter "Services" or "Work ") which is attached hereto and incorporated by this reference. Contractor and will use its expertise and skill to perform the Services. In the event of any conflict between the contents of this Agreement and Exhibit Al and A2, this Agreement shall control Contractor will order flooring material as specified in Exhibit Al and A2, remove and dispose of existing florring and replace with purchased materials. 1.2 County shall have the right to inspect all Equipment prior to acceptance. Inspection and acceptance shall not be unreasonably delayed or refused. In the event County does not accept the Equipment for any reason in its sole discretion, then Vendor shall upon County's request and at no charge or cost to County i) take the Equipment back, ii) exchange, or iii) repair the Equipment. 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 Services are satisfactorily completed in accordance with the terms of this Agreement. All guarantees or warranties shall survive termination. ARTICLE 4 — COMPENSATION 4.1 For the Services to be provided hereunder, County will pay Contractor the amounts pr Wed in Exhibit Al and A2. e maximum amount of compensation under this Agreement shall not exceed $6 260 without a sitte� � � g -the - reement. 4.2 A material deposit in the amount of $3610 will be made to place the order. The balance of payment in the amount of $2,650 will be made for Services satisfactorily performed and 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 /WARRANTIES 1 In order to induce County to enter into this Agreement, Contractor makes the following representations: 5.1 Contractor shall deliver the Equipment and perform the Services no later than 12- 31 -11. 5.2 Contractor has familiarized itself with the intended purpose and use of the Equipment, 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. 5.3 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, 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 similar Contractor's providing similar Services. 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. 5.7 In addition to any specific guarantees required by this Agreement and any other documents related to this Agreement, Contractor promises the Equipment will be new and promises to perform the Work in a workmanlike manner and guarantees all Work against defects in materials or workmanship for a period of one (1) year from date the Work is completed, or such longer period as may be provided by law or be exceptions included in the plans and specifications. 5.8 All guarantees and warranties of Equipment and other materials furnished to Contractor or subcontractors by any manufacturer or supplier are for the benefit of County. If any manufacturer or supplier of any Equipment or materials furnishes a guarantee or warrantee for a period longer than one (1) year from the date the Work is completed, Contractor's guarantee shall extend for a like period as to such Equipment and materials. 5.9 Contractor warrants that title to all Work, Equipment and materials will pass to County either by incorporation into the Facility or upon the receipt of by Contractor of payment from County (whichever occurs first) free and clear of all liens, claims, security interests or encumbrances. Contractor further warrants that Contractor (or any other person performing Work covered by this Agreement) purchased all materials and/or Equipment free and clear of all liens, claims, security interests or encumbrances. 5.10 Contractor assumes all risk of loss with resepect to the Equipment until title to the Equipment passes from Contractor to County, at which time County shall assume all risk of loss with respect to the Equipment. Title shall pass to County after Contractor has installed the Equipment and Owner has inspected and approved the Equipment as installed. 5.11 Within a reasonable time after receipt of written notice, Contractor shall correct at its own expense, without cost to County, and without interruption to County' s occupancy: a) Any defects in materials or workmanship which existed prior to or during the period of any guarantee or warranty provided in this Agreement; and b) Any damage to other Work or property caused by such defects or the repairing of such defects. 5.12 Guarantees and warranties shall not be construed to modify or limit any rights or actions County may otherwise have against Contractor in law or in equity. 5.13 Warranties required by this Agreement shall commence on the date of completion of the Work and acceptance of the Equipment by County and shall terminate one (1) year after such date. 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 and Exhibit Al and Exhibit A2. The Agreement may only be altered, amended, or repealed in writing. 2 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 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 (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. 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). 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 3 the County terminates the Contract for such breach. 7.5 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. 7.6.1 Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any sub - consultant agreements for the performance of any of the Services or without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to perform the Work and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned. Contractor shall require each sub - consultant, as approved by County and to the extent of the Services to be performed by the sub - consultant, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. 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. 8.2 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. ARTICLE 9 - INDEMNIFICATION: 9.1 The Contractor shall 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 or any of its subcontractors 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 solely liable to such third party for such claims without regard to the involvement of the Contractor. ARTICLE 10 - OWNERSHIP OF DOCUMENTS AND MATERIALS: 10.1 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. 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) 4 • and a copy to: Eagle County Attorney P.O. Box 850 Eagle, Colorado 81631 (970) 328 -8699 (f) The Contractor: Maverick Flooring, Inc. Attn: Kelly Scott 371 Metcalf Rd. Avon, CO 81620 (970) 949 -7070 (p) 12.2 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 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 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 the certificate of insurance is attached hereto as Exhibit B. 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 its Count Manager B�� y: � Keith ontag CONTRACTOR: Maverick Flooring, Inc. ' ' Vf By: � / _ '•�� � �%1 Title: , . — 9 , i-e' CONTRACTOR IS REQUIRED TO HAVE ITS SIGNATURE NOTARIZED STATE OF G )11) 1(06 ) FAIL, ) ss. COUNTY OF FAI ) �� 1 - ,. The foregoing instrument was acknowledged before me by 4 &ILJ (S(.I i , this day of f 02 / , 2011. l My co , 'ssion expires: NITER L VOS 1� n, NOTARY PUBLIC J C ri STATE OFCOLORApp (lo • ■ . bli 11v Com nom' ss� i�r �r ir, c nip „ ^� ��. �.�a. .4 6 Lx l), 6, - + f� 1 • k Estimate f \. " 371 Metcalf, Box 18033 111 Fkori Avon, Co 81620 Date Estimate # Phone 949 -7070 Fax 949 -7111 Fax 1623 Ins - Bill To Ship To and areas to install Eagle County I.T. Stairwell and Bottom Landing Contact Phone Customer Fax Jan Miller 328 -8889 328 -8899 Product Installation Area Quantity Price per Total Stair Tread Roppe Rubber Tread, Diamond Design, 1,400.00 1,400.00T recommend square nose for 20 steps and risers. Turf Lees/First Step/Windswept/Heavy duty turf 330.00 330.00T for bottom landing. Installation Tear out old, disposal and installation. 1,250.00 1,250.00 Freight Freight 75.00 75.00 Material deposit required to place order. Sales Tax (0.0 %) $0 Signature Date Total $3,055.00 tx h / 6 /-/- i4-, ,. Q� Estimate 371 Metcalf, Box 18033 • (�& Avon, Co 81620 Date Estimate # a 1 Phone 949 -7070 9/22/2011 1621 I nc. Fax 949 -7111 Bill To 1 Ship To and areas to install Eagle County Engineering Stairwell Contact Phone Customer Fax Jan Miller 328 -8889 328 -8899 Product Installation Area Quantity Price per Total Stair Tread Roppe Rubber Tread, Diamond Design, 1,550.00 1,550.00T recommend square nose for 20 steps and risers. Turf Lees/First Step/ Windswept/Heavy duty 330.00 330.00T turf for bottom landing. Installation Tear out old, disposal and installation. 1,250.00 1,250.00 Freight Freight 75.00 75.00 Material deposit required to place order. Sales Tax (0.0 %) $0.00 Signature Date Total $3,205.00