HomeMy WebLinkAboutC13-184 Ruggs BenedictAGREEMENT BETWEEN EAGLE COUNTY AND RUGGS BENEDICT, INC.
THIS AGREEMENT is made this 22 day of ,0 2013, by and between Eagle County ( "County "), and, Ruggs
Benedict, Inc. ( "Contractor "), a Colorado corporation with a principal place of business at 810 Nottingham Rd, Avon CO 81620.
WHEREAS, County desires to purchase flooring and have the same installed at the attorney's office at Eagle County Building, 500
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
flooring 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 material 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 ( "Material ") and provide all services, labor, personnel and materials to perform and
complete the procurement and installation services set forth in Exhibit A and B (hereinafter "Services" or "Work") which are
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 and B, this Agreement shall control. Contractor will
order flooring material as specified in Exhibit A and B, remove and dispose of existing flooring and replace with purchased
materials.
1.2 County shall have the right to inspect all work prior to acceptance. Inspection and acceptance shall not be unreasonably delayed
or refused. In the event County does not accept the Material for any reason in its sole discretion, then Contractor shall upon
County's request and at no charge or cost to County i) take the Material back, ii) exchange, or iii) repair the Material.
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. Contractor shall deliver the flooring and perform the Services no
later than thirty (300 days from the date both parties sign this Agreement and in no event will the Work be completed later than
August, 2013.
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 $7,314.46 without a signed amendment to the Agreement.
4.2 A material deposit in the amount of $3,789.46 is due to initiate the work and the balance in the amount of $3,525.00 is due after
work is 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
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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 flooring and perform the Services no later than 30 days from the date both parties sign this
Agreement.
5.2 Contractor has familiarized itself with the intended purpose and use of the Material, 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 Material will be new and promises to perform the Work in a workmanlike manner and guarantees a
lifetime warranty for the installation of the Material. The manufacturers guarantee for the Materials shall pass to Eagle
County.
5.8. All guarantees and warranties of Material 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 Material 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 Material.
5.9 Contractor warrants that title to all Work and Material will pass to County either by incorporation into the Facility or upon
the receipt 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 Material free and clear of all liens, claims, security interests or encumbrances.
5.10 Contractor assumes all risk of loss with respect to the Material until Contractor has installed the Material and Owner has
inspected and approved the Material 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 installation 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.
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 A, Exhibit B and C. The Agreement may only be altered, amended, or repealed in writing.
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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:
littp://www.dhs.�ov/xprevprot/Tromsains/,lc—1 18521678150.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 7.4.5 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).
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 - contractor or 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
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.
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 including attorney fees and costs 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 or 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)
El
and a copy to: Eagle County Attorney
P.O. Box 850
Eagle, Colorado 81631
(970) 328 -8685 (p)
(970) 328 -8699 (f)
The Contractor: Ruggs Benedict, Inc.
Attn: Mandy Benedict
810 Nottingham Rd
Avon, CO 81620
(970) 949 -6082 (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 C.
[Rest of Page Intentionally Left Blank]
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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
:1
EXHIBIT A and B
EXHIBIT C
[INSURANCE CERTIFICATE]
A
SP - Old Dutch: Oak Smoked VD -OD7
.install vinyl plank flooring in 4 offices & kitchen closet. .
Taylor 2037 Adhesive 4 gallon pails
Vinyl adhesive.
Estimate includes materials, take -up / disposal, furniture moving, Installation & freight. Tax Exempt: 98- 04908.000
Price for furniture moving: $235.00 Price for take -up / disposal- $282.00 (both are included in total below).
Worthington Wood Threshold
TMe estimate includes M on the sub -floor
I- This asumate is based upon current Intonation. Additional
Labor or materiels necessitated by actual job site conditions at the
time of installation wdti be paid for by the owner and/or contractor..
auoted material prices are guaranteed for 30 days.
2 Owner and/ or contractor herby retain this materialman
(Ruggs Benedict Inc) as a Imifed agent for the purpose of
engaging the service and labor of an Installer to facilitate the
Installation of the materials herby ordered and purchased
3. Buyer acfahowlwdgas deposit given with this order Is to
induce Ruggs Benedict Inc to special order specific mercluindse
for the customer's use, it Is not subject to change, Cancellation, or
return. Deposits are non-refundable,
4. Any ptindpal amount remaining unpaid 30 days after the due
date as shown will bear interest of 18% per amutn (1.595
tnontMy) until pakL The buyer agrees to pay for all additional
costs of collection Including attorney fees for the collection of
past due amounts.
Signed:
Printed:
Date:
This estimate Includes the materials
Iisted above, and the charges for
shipping, sales tax and Installation
In the rooms/ areas listed above.
Order Total $7,314A6.
Deposit Due with Order $3,789.46
Paid
Total Balance Due $7 ,314A6
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EXHIBIT
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EXHIBIT
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