HomeMy WebLinkAboutC13-185 Solar Electric Power CompanyAGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND SOLAR ELECTRIC POWER COMPANY, INC. I � THIS AGREEMENT is made this day of , U N1✓ , 2013, by and between Eagle County, Colorado (hereinafter referred to as "County "), and Solar Electric Power Company, Inc. a Florida corporation, doing business as SEPCO (hereinafter "Vendor" or "Contractor ") with a no/' C11si r t ii r_ principal place of business at 7»., 13 .. Jack �_ aaccs Drive ec Stuart, FL 34999. i5ai 5E. P ffLM C-T_ 3gCy9q WHEREAS, the County desires to purchase four bus stop solar lighting systems for operation in bus stops located within Eagle County (the "Equipment' ); and WHEREAS, Vendor is authorized to do business in the State of Colorado and has represented that it has the experience and knowledge in the subject matter necessary to sell and provide said Equipment for its intended purpose and use to County; and WHEREAS, County wishes to hire Vendor to supply the Equipment described in Article 1 hereunder; and WHEREAS, County and Vendor intend by this Agreement to set forth the scope of the responsibilities of the Vendor in connection with the Equipment 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— EQUIPMENT 1.1 Vendor agrees to furnish and sell to the County four (4) bus stop solar lighting systems (the `Equipment ") described on Exhibit A, attached, hereto and incorporated herein by this reference. 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 Equipment prior to acceptance. Inspection and acceptance shall not be unreasonably delayed or refused. All Equipment, supplies and /or services which do not comply with the specifications and /or requirements or which are otherwise unacceptable or defective by County, in its sole discretion, may be rejected. In addition, all Equipment, supplies, and or services which are discovered to be defective or which do not conform to any warranty of the Contractor upon inspection (or at any later time if the defects were not reasonably ascertainable upon the initial inspection) may be rejected. County reserves the right to return any such rejected shipment at the Contractor's expense for full credit or replacement and to specify' a reasonable date by which replacements must be received. County's right to reject Equipment shall not exclude any other legal, equitable or contractual remedies County may have. ARTICLE 2 — COUNTY'S REPRESENTATIVE 2.1 The County's ECO Transit designee shall be Vendor's contact with respect to this Agreement. 1 ARTICLE 3 — TERM OF AGREEMENT 3.1 This Agreement shall commence upon execution of this Agreement by both parties, and shall continue in full force and effect -until ,the Equipment is delivered, accepted by County and title passes to County. Any guarantees or warranties shall survive termination. ARTICLE 4 — COMPENSATION 4.1 For the Equipment to be provided hereunder, County will pay Vendor the sum set forth in Exhibit A. The maximum amount of compensation under this Agreement shall not exceed four thousand three hundred nineteen dollars ($4,319.00) without a signed amendment to this Agreement. 4.2 Payment will be made for Equipment satisfactorily delivered and upon title of the Equipment passing to County and within thirty (30) days of receipt of a proper and accurate invoice from Vendor. The invoice shall include a description of Equipment sold to County under this Agreement. Upon request, Vendor 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 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 Vendor shall comply with invoicing and payment terms set forth in the Invitation for Bid. ARTICLE 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 Equipment to County within six weeks of agreement execution, and not later than August 12, 2013. 5.2 Vendor has familiarized itself with the intended purpose and use of the Equipment 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 Equipment. 5.3 Vendor will be responsible for provision of the Equipment to County in a skillful, professional and competent manner and in I accordance with the standard of care, skill and diligence applicable similar equipment vendors supplying similar Equipment. 5.4 Vendor expressly warrants that all Equipment, supplies, and /or services provided shall: (1) conform to each and every specification, drawing, sample or other description which was furnished to or adopted by County, (2) be fit and sufficient for the purpose expressed by the County, (3) be merchantable, (4) be of good materials and workmanship, and (5) be free `from defect. Such warranty shall survive delivery and shall not be deemed waived either by reason of County's acceptance of or payment for said Equipment. In addition to any specific guarantees required by this Agreement and any other documents related to this Agreement, Vendor guarantees and warrants that the Equipment shall be new and free from defects of any nature for 4 a period of one (1) year from date the Equipment is delivered and accepted by County, or such longer period as may be provided by law. 5.5 Vendor warrants merchantability and fitness for the Equipment's intended use and purpose. 5.6 All guarantees and warranties of Equipment and other materials furnished to Vendor 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 Equipment is delivered and accepted by County, Vendor's guarantee shall extend for a like period as to such Equipment and materials. 5.7 Vendor warrants that title to all Equipment 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 Equipment until title to the Equipment passes from Vendor to. County. Title shall pass to County after Vendor has delivered the Equipment and County has inspected and accepted the Equipment. 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 Equipment 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 against Vendor in law or in equity. 5.11- Warranties required by this Agreement shall commence on the date of acceptance of the Equipment 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 The Contract Documents, which comprise the entire Agreement between the parties, are attached hereto, made a part hereof, and consist of the following: 6.1 This Agreement. 6.2 Exhibit A: Description of Equipment and Pricing 6.4 Exhibit B: Insurance Certificate There are no Contract Documents other than those listed above in this Article 6. The Contract Documents may only be altered, amended, or repealed by a written agreement signed by the parties. The intent of the Contract Documents is to include all items, components and services necessary for the provision of the Equipment described in Article 1 of this Agreement. The Contract Documents are complementary, and what is required by any one shall be as binding as if required by all. Words and abbreviations which have well known technical or trade meanings are 3 used in the Contract Documents in accordance with such recognized meanings. The Contract Documents are listed in order of priority. If a conflict exists in the terms of any of the Contract Documents, the document with a higher priority shall control. 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 31St 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 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 The Contract Documents constitute the entire agreement between the parties hereto with respect to the matters covered thereby. All prior negotiations, representations and agreements not incorporated in such Contract Documents are superseded by this Agreement and the Contract Documents. 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. 4 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 Equipment 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 Equipment. ARTICLE 11— NOTICE 11.1 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: and a copy to: The Vendor: Eagle County, Colorado 3289 Cooley Mesa Road P.O. Box 1070 Gypsum, Colorado 81637 (970) 328- 3526(p) Eagle County Attorney P.O. Box 850 Eagle, Colorado 81631 (970) 328 -8685 (p) (970) 328 -8699 (f) SEPCO Susan K. Robbins ame Stuart, FL 34993 (772) 220 -6615 (p) (772) 220 -8616 (f) l5aI 5Eh'ovi 3L199� •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. 5 ARTICLE 12- PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES 12.1 If Vendor 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 Agreement. By execution of this Agreement, Contractor certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Agreement 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 Agreement. 12.2 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. 12.3 Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Agreement 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/pro rg ams /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). G 12.7 If a Contractor violates these prohibitions, the County may terminate this Agreement for a breach of the contract. If the Agreement is so terminated specifically for a breach of this Article 12, 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. 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: 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. 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 By: Keith Montag CONTRACTOR: Solar Electric Power Compgriy, a Florida corporation, doing business as SEPCO By: ��_ ���� vi✓.a Title: A° C 8 EXHIBIT A: Description of Equipment and Pricing � T Quote # 15201 5/31/13 To: ECO Transit Kelley Collier Project: Bus Stop Lighting Terms Earliest Ship Sipping Sip Via Project Manager Standard T & C 4 to 8 Weeks Quote Estimated, Prepay & Add Best Way Shawn Tefft Item No Qty Description Unit Price Total 1 4 SEPA20- REPT3- DTD /CTT -PZ1 $936.00 $3,744.00 20 Watt Solar Electric Power Assembly 36 Amp Hour Battery Assembly Bus Stop Fixture with 3 Watt LED PC Dark Bronze Dusk to Dawn Controller Click to Test Controller Aluminum Pole 15' Direct Burial, Round 2 7/8 "OD, PC Dark Bronze GSA - GS- 07F -0288M Sub Total 3,744.00 EIN - 65- 0472624 Shipping $575.00 Tax Rate - Exempt Total 4,319.00 Quote good for 30 days Authorized Signature _ - . IWAMIlloolks Insurance Certificate ACOR ©0 CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 6/24/2013 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(ies) 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 S. T. Good Insurance, Inc. 2501 SE Aviation Way Stuart Jet Center Suite H Stuart FL 34996 CONTACT m y Tam Waddington NAME• g PHONE (772)287 -3625 AX No: (772) 287 -3516 ADDRESS :twaddington @thegoodagency.com INSURERS AFFORDING COVERAGE NAIC # INSURER A -Hartford CasualtV Ins. Co. 29424 INSURED SOLAR ELECTRIC POWER COMPANY 1521 SE PALM CT STUART FL 34994 INSURER B: INSURERC: INSURER D: INSURER E: $ 2,000,000 1 INSURER F: X COMMERCIAL GENERAL LIABILITY COVERAGES CERTIFICATE NUMBER:CL134316881 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED 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. INSR LTR TYPE OF INSURANCE ADDL SU R POLICY NUMBER POLICY EFF MMlD�Dr f LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE To RENTED PREMISES (Es occurrence) $ 300,000 MED EXP (Any one person) $ 10,000 A CLAIMS -MADE FxI OCCUR X 21SBNBU1929 10/26/2012 10/26/2013 PERSONAL& ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 GENI AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 4,000,000 $ X POLICYLI PRO LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO BODILY INJURY (Per accident) $ ALL OWNED SCHEDULED AUTOS NON -OWNED HIRED AUTOS AUTOS ROPERT AMAGE Pe accident) $ X UMBRELLA LIAB EACH OCCURRENCE $ 3,000,000 HOCCUR AGGREGATE $_ 3,000,000 A EXCESS LIAB CLAIMS -MADE 1SBMBU1929 10/26/2012 10/26 /2013 DED X RETENTION$ 10,00 $ WORKERS COMPENSATION WC STATUS OTH- AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER /EXECUTIVE � E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE _ $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N / A E.L. DISEASE - POLICY LIMIT $ If yes, describe under DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS 1 VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) Certificate Holder is an Additional Insured per the Business Liability Coverage Form SS0008 attached to this policy. Coverage is primary & non - contributory per the Business Liability Coverage Form SS0008,attached to this policy. Coverage is provided for all operations of the named insured per the Business Liability Coverage Form SS0008 Eagle County, CO 3298 Cooley Mesa Road PO BOX 1070 Gypsum, CO 81637 ACORD 25 (2010105) INS025 r9mnn5t m SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE amuel Good, III /TOW (J 1UtW -ZU7 U AGUKU GUKYUKA I IUIV. All rignis reserve0. Tha Arr)Pn nama and Innn ara ranictarari marlrc of Ar_r1Rr1