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HomeMy WebLinkAboutC12-297 Hammer's Cutom Lumber Company rs � AGREEMENT BETWEEN EAGLE COUNTY AND HAMMER'S CUSTOM LUMBER COMPANY ■ THIS AGREEMENT is made this • day of Q us , 2012, by and between Eagle County ( "County"), and, Hammer's Custom Lumber Company ( "Vendor "), a Colorado - poration with a principal place of business at 25777 Colorado River Road, Burns, Colorado 80426. WHEREAS, County desires to purchase custom lumber for its Red Dirt Bridge project ( "Lumber ") from Vendor; and WHEREAS, Vendor is authorized to do business in the State of Colorado, has experience and expertise necessary to provide and sell said Lumber for its intended purpose and use to County; and WHEREAS, County and Vendor intend by this Agreement to set forth the scope of the responsibilities of Vendor in connection with the Lumber and related terms and conditions to govern the relationship between Vendor and County in connection with this Agreement. NOW, THEREFORE, in consideration of the foregoing premises and the following promises, County and Vendor agree as follows: ARTICLE 1 — GOODS 1.1 Vendor agrees to sell the Lumber as described and set forth in Exhibit A which is attached hereto and incorporated by this reference to County. In the event of any conflict between the contents of this Agreement and Exhibit A, this Agreement shall control. 1.2 County shall have the right to inspect all Lumber prior to acceptance. Inspection and acceptance shall not be unreasonably delayed or refused. In the event County does not accept the Lumber 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 Lumber back or (ii) exchange the Lumber. ARTICLE 2 — COUNTY'S REPRESENTATIVE 2.1 The Road and Bridge Director or his designee, shall be Vendor's contact with respect to this Agreement. ARTICLE 3 — TERM OF AGREEMENT 3. I This Agreement shall commence upon execution of this Agreement by both parties, and shall continue in full force and effect until the Lumber is delivered, accepted by County and title passes to County. Any guarantees or warranties shall survive termination. ARTICLE 4 — COMPENSATION 4.1 For the Lumber to be provided hereunder, County will pay Vendor the amounts provided in Exhibit A. The maximum amount of compensation under this Agreement shall not exceed sixteen thousand four hundred fifty six dollars and eighty cents ($16,456.80) without a signed amendment to the Agreement. 4.2 County will not withhold any taxes from monies paid to the Vendor hereunder and Vendor 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 The signatories to this Agreement aver to their knowledge, no employee of the County has any personal or beneficial interest whatsoever in the service or property described in this Agreement. The Vendor has no interest and shall not acquire any interest, direct or indirect, that would conflict in any matter or degree with the performance of Vendor's services and Vendor shall not employ any person having such known interests. ART ICLE 5— VENDOR'S REPRESENTATIONS /WARRANTIES In order to induce County to enter into this Agreement, Vendor makes the following representations: 5.1 Vendor shall deliver the Lumber to County no later than October 1, 2012. 5.2 Vendor has familiarized itself with the intended purpose and use of the Lumber by County and with all local conditions, and federal, state, and local laws, ordinances, rules and regulations that in any manner affect the performance of the Lumber. 1 5.3 Vendor will be responsible for provision of the Lumber to County in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable similar vendors supplying similar goods. 5.4 In addition to any specific guarantees required by this Agreement and any other documents related to this Agreement, Vendor guarantees and warrants that the Lumber shall be new and free from defects of any nature for a period of one (1) year from date the Lumber is delivered and accepted by County, or such longer period as may be provided by law. 5.5 Vendor warrants merchantability and fitness for its intended use and purpose. I'll Irma 5.6 All guarantees and warranties of Lumber and other materials furnished to Vendor by any manufacturer or supplier are for the benefit of County. If any manufacturer or supplier of any Lumber or materials furnishes a guarantee or warrantee for a period longer than one (1) year from the date the Lumber is delivered and accepted by County, Vendor's guarantee shall extend for a like period as to such Lumber and materials. 5.7 Vendor warrants that title to all Lumber will pass to County upon inspection and acceptance by County free and clear of all liens, claims, security interests or encumbrances. 5.8 Vendor assumes all risk of loss with respect to the Lumber until title to the Lumber passes from Vendor to County, at which time County shall assume all risk of loss with respect to the Lumber. Title shall pass to County after Vendor has delivered the Lumber and County has inspected and accepted the Lumber. 5.9 Within a reasonable time after receipt of written notice, Vendor shall correct at its own expense, without cost to County any defects in the Lumber which existed prior to or during the period of any guarantee or warranty provided in this Agreement. 5.10 Guarantees and warranties shall not be construed to modify or limit any rights or actions County may otherwise have Vendor in law or in equity. 5.11 Warranties required by this Agreement shall commence on the date of acceptance of the Lumber by County and shall terminate one (1) year after such date or such longer period as may be agreed between the parties or as may be provided under 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 • : • • . • . The A reement may only be altered, amended, or repealed in writing. ' it) I IS Aj ca int t 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 Vendor 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 Vendor in respect of any period after December 31without 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 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. 7.5 This Agreement may amended upon mutual agreement, in writing, signed by both parties. ARTICLE 8 - JURISDICTION AND VENUE: 2 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 Vendor 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 Vendor or any of its subcontractors hereunder; and Vendor 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 Vendor. ARTICLE 10 - OWNERSHIP OF DOCUMENTS AND MATERIALS: 10.1 Vendor shall execute any bill of sale or other documents required by County to transfer title to the Lumber to County. Vendor shall provide County with copies of any instruction or operations manuals and shall further provide copies of any manufacturers warranties associated with the Lumber. ARTICLE 11 — NOTICE 11.1 Any notice required under this Agreement shall be personally delivered, mailed in the United States mail, first class postage osta Y q g p Y p g prepaid, or sent via facsimile provided an original is also promptly delivered to the appropriate party at the following addresses: C. ■ The County: Eagle County ate, • P.O. Box 850 7 �C Eagle, Colorado 81631 l 10. i 1 (a (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 Vendor: Hammer's Custom Lumber Company P.O. Box 74 Burns, Colorado 80426 (970) 653 -4335 (p) 11.2 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 12- PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES 12.1 For purposes of this Article 12 the terms Vendor and Contractor shall be used interchangeably. 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. 12.2 Contractor shall not: 3 (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. 12.3 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/proerams /gc 1185221678150.shtm 12.4 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. 12. 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. 12.6 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). 12.7 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. 12.8 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. 12.9 The Vendor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b) to the extent applicable shall comply with the provisions of C.R.S. 24- 76.5 -101 et. seq., and (c) has produced one form of identification required by C.R.S. 24 -76.5- 103 prior to the effective date of this Agreement. 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 Vendor or County and Vendor's employees. Vendor and its employees shall be, and shall perform as, independent contractors. No officer, agent, subcontractor, employee, or servant of Vendor shall be, or shall be deemed to be, the employee, agent or servant of County. Vendor shall be solely and entirely responsible for the means and methods to carry out the Services under this Agreement and for Vendor's acts and for the acts of its officers, agents, employees, and servants during the performance of this agreement. Neither Vendor 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, Vendor 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; 4 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 Vendor 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 Vendor shall purchase and maintain such insurance as required above and the certificate of insurance is attached hereto as Exhibit B. • 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: 'eith Montag VENDOR: HAMMER'S CUSTOM LUMBER COMPANY By: _° t" Title: pre. 3 VENDOR IS REQUIRED TO HAVE ITS SIGNATURE NOTARIZED STATE OF = ON ((ty (; et C^ ) ) ss. COUNTY OF Ca . ) The foregoing instrument was acknowledged before me by S} evR 146_,,w..PA- , of Rai - AS this day of mss/- / i , 2012. My commission expires: i i �/5� 0 SHERRI SCHLEGEL NOTARY PUBLIC -4/A-..-4 / A _ " X \ _� i' --Z ' STATE OF COLORADO Notary Public My Coee Expires 03/042013 5 • EXHIBIT A [INSERT PROPOSAL AND /OR SCOPE OF WORK 6 5/16/12 Hammer's Custom Lumber Company P.O. Box 74 Burns, CO 80426 970 - 653 -4335 Thank you for seeking a bid from us, below is a quote of the pieces you asked for. size cost pieces ordered total 3x10x16' 62.00 250 $15,500.00 3x8x16' 36.80 26 $956.80 total: $16,456.80 Eagle County Road and Bridge Department, The prices listed above are for lumber that is Douglas Fir rough -cut. If you accept this lumber bid, we request a $10,000.00 down payment, with the remaining amount due upon completion of order. Please call with any questions, as we look forward to doing business with you. Thank you for supporting Eagle County businesses. Thank you, Hammer's Custom Lumber Company Steve and Taylor Hammer EXHIBIT B Certificate of Insurance SCHLRAN -01 PATTY DATE (MM/DD/YYYY) 4W R °T CERTIFICATE O F LIABILITY INSURANCE ar2212o,2 1 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy() must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Alliance Insurance Group, LLC ( Era• 2 79-9700 FAX ,Nok (303) 279-5088 2324 Ford Street E-MAIL Golden, CO 80401 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC NI INSURER A : Ohio Cal auaity Group INSURED INSURER B: Schlegel Ranch Partnership Ltd "(SURER C ` -- ' PO Box 54 INSURERD: Burns, CO 80426 INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: _ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE USTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS . CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I4SR r; ; 4t ; , ; . - POLICY EFF " POMYESP UIrTS LTR TYPE OF INSURANCE , POLICY NUMBER (MRMIDD/YYYY) (MWDOIYYYY) - GENERAL LABILITY ! EACH OCCURRENCE $ 1 A X COMMERCIAL GENERAL LIABILrrY CU8860560 8 11 0 12012 8110/2013 PREMISES (Ea occurrence) S 100,0 CLAIMS -MADE 5(1 OCCUR MED EXP (Any one person) $ 15, PERSONAL & ADV INJURY $ 1,000,000 I -- -- --- ■ GENERAL AGGREGATE $ 2,000,000 GEM_ AGGREGATE LIMIT APPUES PER PRODUCTS - COMPIOP AGG S S X POLICY PRO LO _ _. L ITY CO M INGLE LIMIT AUTOMOBILE LIABILITY (Ea accident) $ IANYAUTO BODILY INJURY (Per person) S I ALL OWNED ! SCHEDULED I BODILY INJURY (Per accident) S AUTOS NON - OWNED S PROPERTY DAidAGP - -- HIRED AUTOS - - AUTOS (Per accident) i S I . UMBRELLA UAB OCCUR ' EACH OCCURRENCE $ _ EXCESS UAB CLAIMS -MADE i AGGREGATE $ DED t RETENTION $ - WORKERS COMPENSATION -.. WCSTATU- OTH- AND EMPLOYERS' LIABILITY I — _.TORY OMITS ER Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE r " NIA - EL EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? L (Mandatory in NH) E.L DISEASE - EA EMPLOYEE 5 M yes. describe under DESCRIPTION OF OPERATIONS belay EL DISEASE - POLICY OMIT i $ 1 DESCRIPTION OF OPERATIONS / LOCATIONS 1 VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN STEVE HAMMER ACCORDANCE WITH THE POLICY PROVISIONS. PO BOX 74 Eagle, CO 81)426 . AUTHORIZED REPRESENTATIVE ® 1988 -2010 ACORD CORPORATION. All rights reserved. Arnen IC ron The ACORD name and logo are registered marks of ACORD