HomeMy WebLinkAboutC12-182 Spectrum Interiors LLC AGREEMENT BETWEEN EAGLE COUNTY AND SPECTRUM INTERIORS LLC.
THIS AGREEMENT is made this I r day of , 2012, by and between Eagle County
( "County "), and, Spectrum Interiors LLC. ( "Contractor "), a imited liability company with a principal place of
business at 605 Willowstone Place, Gypsum, Colorado 81637.
WHEREAS, County desires to remove a portion of the wall and add a countertop at the reception area on the
second floor of the Old Court House (the "Facility ").
WHEREAS, Contractor is authorized to do business in the State of Colorado, has experience and expertise
necessary to provide said Materials 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 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 provide all services, labor, personnel and materials to
perform and complete the procurement and installation services set forth in Exhibit A (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 A, this Agreement shall control. The Work consists of removing a portion of the
existing wall and adding a Corian counter top to match the existing. The work is to be patched and painted
to match the existing walls. The wall demo and repair is to be performed during a weekend as mutually
agreed upon by County and Contractor.
1.2 County shall have the right to inspect all Materials used in performance of the Services (the "Materials ")
prior to acceptance. Inspection and acceptance shall not be unreasonably delayed or refused. In the event
County does not accept the Materials 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 Materials back, (ii) exchange, or (iii) repair the
Materials.
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.
3.2 The term of this Agreement may be extended or modified and the scope of services may be changed
upon a written amendment to this Agreement signed by both parties.
1
A
ARTICLE 4 — COMPENSATION
4.1 For the 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 four hundred
fifty dollars ($2,450.00) without a signed amendment to the Agreement.
4.2 Payment will be made for Services satisfactorily performed 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
In order to induce County to enter into this Agreement, Contractor makes the following representations:
5.1 Contractor shall deliver the Materials and perform the Services no later than May 31, 2012.
5.2 Contractor has familiarized itself with the intended purpose and use of the Materials, 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 Contractor's providing similar Materials and 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 Materials 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
2
(1) year from date the Work is completed, or such longer period as may be provided by law or as may be
included in the plans and specifications.
5.8 All guarantees and warranties of Materials furnished to Contractor or subcontractors by any
manufacturer or supplier are for the benefit of County. If any manufacturer or supplier of any 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 Materials.
5.9 Contractor warrants that title to all Work, 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 free and clear of all liens, claims,
security interests or encumbrances.
5.10 Contractor assumes all risk of loss with respect to the Materials until title to the Materials passes from
Contractor to County, at which time County shall assume all risk of loss with respect to the Materials.
Notwithstanding anything to the contrary herein, for purposes of this Section 5.10 title shall pass to County after
Contractor has installed the Materials and Owner has inspected and approved the Materials 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 Materials by County and shall terminate one (1) year after such date or such longer period as
may be agreed to by the parties or as may be required by applicable law.
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 Exhibits A and B. The Agreement may only be altered, amended, or
repealed in writing.
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.
3
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 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:
(1) 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).
4
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 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 or sub - contractor
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 or sub - contractor, as approved by
County and to the extent of the Services to be performed by the sub - consultant or sub - contractor, 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 attorney fees and costs. 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.
5
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 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 -8685 (p)
(970) 328 -8699 (f)
The Contractor: Spectrum Interiors LLC.
P.O. Box 1604
Gypsum, Colorado 81637
(970) 471 -0893 (p)
(970) 524-7696
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.
6
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:
14.1.1 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;
14.1.2 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.
14.1.3 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.
/ /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
111 BY:
Keith Montag
CONTRACTO :
SPECTR 1 TERIO :: LC.
By:
Title: 13 tZ
CONTRACTOR IS ' QUIRED TO HAVE ITS SIGNATURE NOTARIZED
STATE OF 0 r Z /t ♦
) ss.
COUNTY OF
The foregoing instrume as acknowled ed before me b ,4V' � of
_ l iea:, di is 11'-da of 1] : , 2012.
My commission expires: " 0/0 (3
PATRICIA K FERGUSON
ditrOU. f NOTARY PUBLIC
otary Public STATE CF COLORADO
MY COMMISSION EXPIRES 12 -1413
8
