HomeMy WebLinkAboutC12-309 CPC Solutions Agreement a
AGREEMENT BETWEEN EAGLE COUNTY, COLORADO
AND
CPC SOLUTIONS, LLC
1(
This Agreement ( "Agreement ") dated as of this qay of September, 2012, is between
the County of Eagle, State of Colorado, a body corporate and politic, by and through its County
Manager, with a mailing address of 500 Broadway, Post Office Box 660, Eagle CO 81631
( "County "), and CPC SOLUTIONS, LLC, a Colorado limited liability company, with a mailing
address of 2800 Printers Way, Grand Junction, CO 81506 ( "Contractor ").
RECITALS
WHEREAS, the County, through its Eagle County Regional Transportation Authority
d/b /a ECO TRANSIT (the "County "), works to promote the health, safety and welfare of County
residents of all ages; and
WHEREAS, the use of outside providers enhances the ability of the County to promote
such health, safety and welfare; and
WHEREAS, County wishes to hire Contractor to perform the services outlined in Section
1.1 hereunder; and
WHEREAS, Contractor represents that it has the knowledge and expertise to perform the
services hereunder; and
WHEREAS, County and Contractor intend by this Agreement to set forth the scope of
the responsibilities of the Contractor in connection with the services and related terms and
conditions to govern the relationship between Contractor and County in connection with the
services.
AGREEMENT
NOW THEREFORE, based upon the representations by Contractor set forth in the
foregoing recitals, for good and valuable consideration, including the promises set forth herein,
the parties agree to the following:
1. Scope of Services:
1.1 The Contractor will provide the following services: layout and print of self -cover
bus schedules (the "Services ") according to the following specifications:
PRODUCT: 13.9 x 4.9 (13.9 x 9.8 Flat) Final folded to 6.96 x 4.9
8 page self -cover
80# gloss text
Saddlestitch
QUANTITY: 24,000
PROOF: Oris Proof (Hard Proof) will be provided to County for review
prior to printing
FILES: County will provide print -ready files
DELIVERY: Final product to be completed no later than November 9, 2012.
SHIPPING: County will pick up the final product.
1.2 Any revision, amendment or modification of this Agreement shall be valid only if
in writing and signed by all parties. Except as may be expressly altered by the amendment, all
terms and conditions of this Agreement shall control. To the extent the terms and conditions of
this Agreement may conflict any future exhibits or amendments, the terms and conditions of this
Agreement shall control.
1.3 The Contractor agrees that Contractor will not knowingly enter into any
arrangement with third parties that will conflict in any manner with this Agreement.
1.4 Contractor has represented that it has the expertise and personnel necessary to
properly and timely perform the Services.
2. Term of Agreement:
2.1 The term of this Agreement shall commence upon execution of the Agreement by
both parties and shall end upon completion of the Services to the satisfaction of County, in its
sole discretion, unless earlier terminated in accordance with the terms of this Agreement.
2.2 This Agreement may be terminated by either party for any reason, with or without
cause, and without penalty upon ten (10) days written notice. In the event the Contractor files for
bankruptcy or is declared bankrupt or dissolves, County may declare in writing that this
Agreement is immediately terminated, and all rights of Contractor and obligations of County are
terminated, except payment of accrued but unpaid fees as set forth in Section 2.3 hereof.
2.3 In the event of any termination of this Agreement, Contractor shall be
compensated for all incurred costs and hours of work then satisfactorily completed.
3. Independent Contractor:
3.1 With respect to the provision of the Contractor's Services hereunder, Contractor
acknowledges that Contractor is an independent contractor providing Contractor's services to the
County. Nothing in this Agreement shall be deemed to make Contractor an agent, employee,
partner or representative of County.
3.2 The Contractor shall not have the authority to, and will not make any
commitments or enter into any agreement with any party on behalf of County without the written
consent of the Board of County Commissioners.
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3.3 The Contractor and its employees are not entitled to workers' compensation
benefits through the County. The Contractor is solely responsible for necessary and adequate
workers' compensation insurance and shall be responsible for withholding and paying all federal
and state taxes. The Contractor and its employees are not entitled to unemployment insurance
benefits unless unemployment compensation coverage is provided by an entity other than the
County. The Contractor hereby acknowledges full and complete liability for and timely payment
of all local, state and federal taxes imposed including, without limitation, tax on self - employment
income, unemployment taxes and income taxes.
4. Compensation:
4.1 For the Contractor's Services provided hereunder, County shall pay to the
Contractor a flat fee of $3,806.25. The total compensation allowed under this Agreement shall
not exceed $3,806.25. Contractor will not be entitled to bill at overtime and /or double time rates
for work done outside normal business hours unless specifically authorized to do so by County.
Fees for any additional services will be as set forth in an executed addendum to this Agreement.
4.2 Contractor must submit an invoice for Services at the time the Product is picked
up by County. The invoice shall include a description of Services performed. Fees will be paid
within thirty (30) days of receipt of a proper and accurate invoice from Contractor for
Contractor's Services which are satisfactorily completed.
4.3 If, prior to payment of compensation, but after submission to County of a request
therefore by Contractor, County reasonably determines that payment as requested would be
improper because the services were not performed as prescribed by the provisions of this
Agreement, and /or the Product was not completed to the satisfaction of the County, in its sole
discretion, the County shall have no obligation to make such payment. If, at any time after or
during the Term or after termination of this Agreement as hereinafter provided or expiration of
this Agreement, County reasonably determines that any payment theretofore paid by County to
Contractor was improper because the services for which payment was made were not performed
as prescribed by the provisions of this Agreement, and/or the Product was not completed to the
satisfaction of the County, in its sole discretion, then upon written notice of such determination
and request for reimbursement from County, Contractor shall forthwith return such payment to
County. Upon termination of this Agreement as hereinafter provided or expiration of the Term,
any unexpended funds advanced by County to Contractor shall forthwith be returned to County.
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 work done in respect of any period after December 31st of the calendar year of
the Term of this Agreement, without the written approval in accordance with a budget adopted
by the Board of County Commissioners in compliance with the provisions of 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).
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5. Indemnification:
The Contractor shall, to the fullest extent permitted by law, indemnify, hold harmless and
defend County and its officials, boards, officers, principals and employees from all losses, costs,
claims, damages and liabilities, including reasonable attorney's fees and expenses for which
County or any of its officials, boards, officers, principals and 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 and Contractor
shall reimburse County for any and all legal and other expenses incurred by it in connection with
investigating or defending any such loss, claim, damage, liability or action.
6. Contractor's Professional Level of Care and Additional Duties:
6.1 Contractor shall be responsible for the completeness and accuracy of the Services,
including all supporting data and other documents prepared or compiled in performance of the
Services, and shall correct, at its sole expense, all significant errors and omissions therein. The
fact that the County has accepted or approved the Contractor's Services shall not relieve
Contractor of any of its responsibilities. Contractor 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 services in the area at this time. Further, in rendering its services
hereunder, Contractor shall comply with the highest standards of customer service to the public.
Contractor shall provide appropriate supervision of its employees to ensure the maintenance of
these high standards of customer service and professionalism, the performance of such obligation
to be determined at the sole discretion of County. In the event that County finds these standards
of customer service are not being met by Contractor, and notwithstanding Paragraph 2.2 above,
County may terminate this Agreement, in whole or in part, upon seven (7) days' notice to the
Contractor.
6.2 All funds received by Contractor under this Agreement shall be or have been
expended solely for the purpose for which granted, and any funds not so expended, including
funds lost or diverted for other purposes, shall be returned to County. Contractor shall provide
the County with progress reports upon County's request.
6.3 Contractor shall maintain, for a minimum of 3 years, adequate financial and
programmatic records for reporting to County on performance of its responsibilities hereunder.
Contractor shall be subject to financial audit by federal, state or county auditors or their
designees. Contractor authorizes County or its agents to perform audits or to make inspections
during normal business hours, upon 48 hours notice to Contractor, for the purpose of evaluating
performance under this Agreement. Contractor shall cooperate fully with authorized HI-IS
representatives in the observation and evaluation of the program and records. Contractor shall
have the right to dispute any claims of misuse of funds and seek an amicable resolution with
County.
6.4 Contractor shall comply with all applicable federal, state and local rules,
regulations and laws governing services of the kind provided by Contractor under this
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Agreement. Contractor shall be solely responsible for ensuring proper licensing and
credentialing of those providing services under this Agreement.
6.5 Contractor shall comply with the requirements of the Civil Rights Act of 1964
and Section 504, Rehabilitation Act of 1973, concerning discrimination on the basis of race,
color, sex, age, religion, political beliefs, national origin, or handicap.
7. Notice:
Any notice required under this Agreement shall be given in writing by registered or certified
mail; return receipt requested which shall be addressed as follows:
COUNTY: CONTRACTOR: N`
Attention: Kelley Collier Attention: : arn13'n Tohn r►tuS ¢42kike7L. —
P.O. Box 1070 2800 Printers Way u ►JGST�YL
Gypsum, CO 81637 Grand Junction, CO 8150
8. Insurance:
8.1 At all times during the term of this Agreement, Contractor shall maintain
insurance on its own behalf in the following minimum amounts:
(a) 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;
(b) 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.
(c) 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
8.2 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.
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9. Non - Assignment and Subcontractors:
Contractor shall not assign this Agreement or employ any subcontractor without the prior
written approval of the County Representative, who is designated in Section 7 of this Agreement.
The Contractor shall be responsible for the acts and omissions of its agents, employees and sub-
contractors. The Contractor shall bind each subcontractor to the terms of this Agreement. The
County may terminate this Agreement, if the Contractor assigns or subcontracts this Agreement
without the prior written consent from the County, and any such assignment or subcontracting
shall be a material breach of this Agreement.
10. Jurisdiction and Confidentiality:
10.1 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.
10.2 The Contractor acknowledges that, during the term of this Agreement and in the course
of the Contractor rendering the Contractor's Services, the Contractor may acquire knowledge of the
business operations of the County not generally known and deemed confidential. Contractor shall not
disclose, use, publish or otherwise reveal, either directly or through another, to any person, firm or
corporation, any such confidential knowledge or information and shall retain all knowledge and
information which she has acquired as the result of this Agreement in trust in a fiduciary capacity for the
sole benefit of the County during the term of this Agreement, and for a period of five (5) years
following termination of this Agreement. Any such information must be marked as confidential.
The parties recognize that the County is subject to the Colorado Open Records Act and nothing
herein shall preclude a release of information that is subject to the same.
11. Miscellaneous:
11.1 This Agreement constitutes the entire Agreement between the parties related to its
subject matter. It supersedes all prior proposals, agreements and understandings, either verbal or
written.
11.2 This Agreement does not and shall not be deemed to confer upon or grant to any
third party any right enforceable at law or equity arising out of any term, covenant, or condition
herein or the breach hereof.
11.3 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.
11.4 TIME IS OF THE ESSENCE IN THE PERFORMANCE OF THE SERVICES
UNDER THIS AGREEMENT.
12. Prohibitions on Public Contract for Services:
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.
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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 work under this Contract.
(a) 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.
(b) 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
(c) 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.
(d) 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 (3) 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 (3)
days of receiving the notice required pursuant to subparagraph (i)
of 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.
(e) 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).
(f) 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.
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a •
(g) 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
COUNTY OF EAGLE, STATE OF COLORADO
By and through its County Manager
BY: «`mss
Keith P. Montag, County / anager
CONTRACTOR:
By: it C Q/ 1 O h l / i/Gl der
STATE OF COLORADO )
) SS.
COUNTY OF C`(1 - eSq )
LAP LAI 1
The foregoing was acknowledged before me by ktuyii /t-a4! i q , this 1 day of September,
2012.
My commission expires: to I t kp ` lu
Notary blic
8
•
:2) [ ' /^� 2800 Printers Way
(�, ( (�,,,., Grand Junction, CO 81506
Toll Free 800 -332 -1069
Phone 970 - 242 -3312
estimate: 94440 Fax 970 - 242 -0360
Your Contact Information: Your Customer Service Team:
EAGLE CTY RGNL Phone: 970/328 -3532 Salesperson: Project Manager:
TRANSPORTATION Fax: 970/328 -3539 Melissa Archer - Muncaster Carolyn Johnson
3289 COOLEY MESA RD Email: Phone: 970 - 683 -7892 Direct: 970.683.7863
GYPSUM, CO 81637 marcher @cpcsolutions.com Toll Free: 800 - 332 -1069 x7863
cjohnson @cpcsolutions.com
Ask me how to boost your response
rates by adding personalization to
your products!
Estimate Description:
SELF COVER BUS SCHEDULE -
OPTION #1 - 13.9 X 4.9 - (13.9 X 9.8 FLAT) FINAL FOLDED TO 6.96 X 4.9 vs
OPTION #2 - 17 x 5.5 (17 X 11 FLAT) - FINAL FOLDED TO 8.5 x 5.5
8 PAGE SELF COVER
80# GLOSS TEXT
SADDLESITITCH
ORIS PROOF (HARD PROOF)
THIS QUOTE IS +/- 10 %!
ADD $175 FOR 1 GROUND FREIGHT SHIPMENT TO 81637
WE UNDERSTAND YOU WILL PROVIDE: PRINT -READY FILES
Pricing:
Main Component
Option 1: OPTION 1 - 13.9 x 9.8 FLAT Quantity: 24,000
Price: $3,806.25
Option 2: OPTION 2 - 17 X 11 FLAT Quantity: 24,000
Price: $4,805.31
Place Your Order:
Please save this form to your computer and fill out the information below. You may then save the form and email it to your project manager, Carolyn Johnson,
at cjohnson @cpcsolutions.com. Or, you may print it out and fax it to us at 970 - 242 -0360. If you need any assistance, please do not hesitate to contact your
Quantity and Option:
Indicate the option and quantity you would like. Option: Quantity: Purchase Order #, if applicable:
Files:
I will provide files on physical media (e.g. CD, DVD, flash drive). (CPC recommends using an over night service )
I will upload files through the CPCS upload site, located at proof.cpcsolutions.com. (The login and password are available from your project mgr.)
I will upload files through the CPCS FastTrax process. (Details available from your project mgr.)
Proofing:
Oris matchprints & imposition proofs (indicate address below, if different than above) Softproofs (indicate email below, if different than above)
Product Delivery:
Please indicate your shipping instructions below. You many also attach a sheet or include instructions in the body of your email. If you would like to ship to
multiple locations. you may attach a spreadsheet with the address information. Feel free to contact your oroiect manager for assistance.
Ship final product to my main address above. Ship final product to the address(es) below. !Desired Delivery Date:
Ship samples to my main address above. Ship samples to the address(es) below.
Special Instructions:
Friday, August 3, 2012 Page 1 of 2
