HomeMy WebLinkAboutC13-215 Old Castle SW Group Inc. Agreement AGREEMENT BETWEEN EAGLE COUNTY
AND OLD CASTLE SW GROUP, INC FOR THE SUPPLY OF GRAVEL
THIS AGREEMENT is dated as of the V day of , 2013, by and between
Eagle County, Colorado, a body corporate and politic, acting by an hrough its Board of County
Commissioners (hereinafter called "County"), and Old Castle SW Group Inc. d/b/a/ United
Companies of Mesa County, a Colorado corporation with its principal place of business at P.O.
Box 3609 Grand Junction, Colorado 81502 (hereinafter called "Vendor").
County and Vendor, in consideration of the mutual covenants set forth, agree as follows:
ARTICLE 1 - PRODUCT
Vendor shall supply 3/4" Class 6 aggregate base course as more specifically provided in Vendor's
bid, which is attached hereto as Exhibit A and incorporated by this reference (the "Product").
County has no obligation to purchase any amount of the Product. The Product will be available
as set forth in Exhibit A and will be purchased by County at County's sole discretion.
ARTICLE 2 - COUNTY'S REPRESENTATIVE
The Eagle County Road & Bridge Director, or his designee shall be the County's representative
for this Agreement.
ARTICLE 3 - CONTRACT TIME
3.1 Vendor will make the Product available in the quantities and locations identified in
Exhibit A from July 17, 2013 through August 31, 2013.
3.2 Liquidated Damages: County and Vendor recognize that time is of the essence of this
Agreement and that County will suffer financial loss if the Product is not available as specified in
paragraph 3.1. They also recognize the delays, expense, and difficulties involved in proving a
legal or arbitration preceding the actual loss suffered by County if the Product is not available on
time. Accordingly, instead of requiring such proof, County and Vendor agree that as liquidated
damages for delay (but not as a penalty) Vendor shall pay County Three Hundred dollars
($300.00) for each day the Product is not available as set forth in Exhibit A.
3.3 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 Vendor of a written
notice of termination specifying the date upon which termination becomes effective. In such
event, Vendor shall be compensated for all Product delivered and accepted by County prior to
the date of termination. Any guarantees or warranties with respect to the Product delivered shall
survive termination.
ARTICLE 4 - CONTRACT PRICE
4.1 The funds appropriated for this project are equal to or in excess of the contract amount.
4.2 For the Product provided hereunder, County will pay Vendor the amounts provided at
rates set forth in Exhibit A. The unit price for the Product as in Exhibit A will not change
without a signed amendment to the Agreement.
4.3 Payment will be made for road base accepted by County and will be paid within thirty
(30) days of receipt of a proper and accurate invoice from Vendor. The invoice shall include the
quantities of and location of the Product sold to County under this Agreement. Upon request,
Vendor shall provide County with such other supporting information as County may request.
4.4 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.
4.5 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. 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.
4.6 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 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).
ARTICLE 5 -VENDOR'S REPRESENTATIONS
In order to induce County to enter into this Agreement Vendor makes the following
representations:
5.1 Vendor shall supply 3/4" surface course aggregate road base in the time frames and as
provided in Exhibit A.
5.2 Vendor has familiarized himself with the nature and extent of the Contract Documents,
Work, locality, and with all local conditions, and federal, state, and local laws, ordinances, rules
and regulations that in any manner may affect cost, progress, or performance of under this
Agreement.
5.3 Vendor has made, or caused to be made, examinations, investigations, and tests and
studies of such reports and related data as he deems necessary for the performance of the Work
at the Contract Price, within the Contract Time, and in accordance with other terms and
conditions of the Contract Documents; and no additional examinations, investigations, tests,
reports, or similar data are, or will be required by Vendor for such purposes.
5.4 Vendor will be responsible for supply of the Product to County in a professional and
competent manner and in accordance with the standard of care, skill and diligence applicable
similar vendors supplying similar Product.
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5.5 Vendor warrants merchantability and fitness for its intended use and purpose.
5.6 All guarantees and warranties related to the Product furnished to Vendor by any
manufacturer or supplier are for the benefit of County.
5.8 Vendor assumes all risk of loss with respect to the Product until the Product is picked
up by the County, at which time County shall assume all risk of loss with respect to the Product.
Ownership shall pass to County at such time as County has inspected and accepted the Product.
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 Product 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.
ARTICLE 6 - MISCELLANEOUS
6.1 No assignment by a party hereto of any rights under, or interests in this 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 this Agreement.
6.2 County and Vendor each binds himself, his partners, successors, assigns and legal
representatives to the other party hereto, in respect to all covenants, agreements, and obligations
contained in the Agreement.
6.3 This Agreement supersedes all previous communications, negotiations and/or contracts
between the respective parties hereto, either verbal or written, and the same not expressly
contained herein are hereby withdrawn and annulled. This is an integrated agreement and there
are no representations about any of the subject matter hereof except as expressly set forth in the
Contract Documents.
6.4 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.
6.5 This Agreement may be amended upon mutual agreement, in writing, signed by both
parties.
6.6 Any notice and all written communications required under this Agreement shall be (i)
personally delivered, (ii) mailed in the United States mails, first class postage prepaid, or (iii)
transmitted by facsimile machine together with a hard copy conveyed by delivery or mail, to the
appropriate party at the following addresses:
County: With a copy to:
Board of County Commissioners, Eagle County Road & Bridge
Eagle County, Colorado P. O. Box 250
P. O. Box 850 Eagle, CO 81631
Eagle, CO 81631 Telephone: (970) 328-3540
Telephone: (970) 328-8605 Fax: (970) 328-3546
Fax: (970) 328-7207
Vendor:
Oldcastle SW Group, Inc., dba
United Companies of Mesa County
PO Box 3609
Grand Junction, CO 81502
Telephone: 970-243-4900
Mailed notices will be deemed given three business days after the date of deposit in a regular
depository of the United States Postal Service, and Fax notices will be deemed given upon
transmission, if during business hours, or the next business day. Either party can change its
address for notice by notice to the other in accordance with this paragraph.
6.7 This Agreement represents the entire Agreement between the parties hereto. There are
no Contract Documents other than this Agreement and Exhibits A and B hereto. The Agreement
may only be altered, amended, or repealed in writing.
ARTICLE 7 -JURISDICTION AND VENUE:
7.1 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 8 - PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES:
If Vendor has any employees or subcontractors, Vendor 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, Vendor certifies that it does not knowingly employ or contract with an illegal
alien who will perform under this Contract and that Vendor 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.
8.1. Vendor shall not:
(i) Knowingly employ or contract with an illegal alien to perform work under
this contract for services; or
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(ii) Enter into a contract with a subcontractor that fails to certify to the Vendor
that the subcontractor shall not knowingly employ or contract with an
illegal alien to perform work under the public contract for services.
8.2. Vendor 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:
8.3. The Vendor 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.
8.4. If the Vendor obtains actual knowledge that a subcontractor performing work
under the public contract for services knowingly employs or contracts with an
illegal alien, the Vendor shall be required to:
(i) Notify the subcontractor and the County within three days that the Vendor
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 Vendor 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.
8.5. The Vendor 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).
8.6. If a Vendor 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 Vendor shall be liable for actual and
consequential damages to the County as required by law.
8.7. The County will notify the office of the Colorado Secretary of State if Vendor
violates this provision of this Contract and the County terminates the Contract for
such breach.
ARTICLE 9— INDEPENDENT CONTRACTOR
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. To the extent applicable, 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 any services that may be required 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 10—INSURANCE REQUIREMENTS
10.1 At all times during the term of this Agreement, Vendor shall maintain insurance on
its own behalf in the following minimum amounts:
10.1.1 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;
10.1.2 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.
10.1.3 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
10.2 Vendor shall purchase and maintain such insurance as required above and the
certificate of insurance is attached hereto as Exhibit B.
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, IN WITNE S WHEREOF, the parties have executed this Agreement this 6111 day of
�' . AiA !i , 2013.
EAGLE COUNTY, COLORADO
nd through its Board of County
i -issioners
ATTEST s
•t vpadez67/,102
By: sc.:
Clerk of the Board of _ _ her, Chairman IN.Jo .1 vt
County Commissioners `4 1,_
VENDOR •
• Old Castle SW Group,Inc.
• United Companies of esa County
B
Kyle Alpha
Title: General Manager
STATE OF COLORADO )
ss:
COUNTY OF MESA )
The foregoing instrument was acknowledged before me by Kyle Alpha
Of Old Castle SW Group, Inc. this 18th , day of July , 2013.
•
My commission expires: 3/29/13
Ai1/4-"
Notary Public
DEBBIE WEAVER
NOTARY PUBLIC
STATE OF COLORADO
BID OPENING RECORD SHEET
Project Name: Gravel purchase 2013 Date: 6/19/2013
Bidder Time Project# Bid Price
(3L.) st L.0/tom1-t.14-E-i /0:34 # ►ora,000 ,o0
TOTAL 1051.000..-497&13-
Bidder Time Project# Bid Price
TOTAL $0.00
Bidder Time Project# Bid Price
TOTAL $0.00
Bidder Time Project# Bid Price
TOTAL $0.00
Project budget: Notes:
•
•
• EXHIBIT "A'
EAGLE COUNTY 2013 PURCHASE ONLY, GRAVEL PROJECT
Location Description QTY Unit Unit price Amount
At pit located
within 30 miles Prepare and make available
of Sweetwater 3/4" U.S. Forest Service 10,000+1- tons $10.50/ton $105,000:00
Road (county specification road base.
road #40).
TOTAL AMOUNT $ 105,000.00
Material meets Class 6 Specification. No guarantee
on'PI Index.
•
Contractor name: (please print) Oldcastle Sw Group, Inc., dba United Companies of Mesa County
NOTE: •
1. Material shall be a 3/4" surface course aggregate meeting USFS specifications with a
plasticity index of between 4 and 12.
2. "Location" is the point where gravel is to be prepared and made available for pick up
within 30 miles of Sweetwater Road (Eagle County Road #40). Location exceptions
will be considered depending on trucking costs.
3. Material must be available for pick up beginning July 17th., and ending August 31st., 2013
4. "Unit price" shall be F.O.B. at the location.
5. Quantities may be adjusted depending on final bid totals.
•
BID FORM
PROJECT IDENTIFICATION: 2013 Purchase Only, Gravel Project
THIS BID IS SUBMITTED TO:
Board of County Commissioners
Eagle County
500 Broadway
Eagle, Colorado 81631
Mailing: Eagle County Road & Bridge Department
Attn: Gordon Adams, Director
P. O. Box 250
Eagle, CO 81631
Physical: 3289 Cooley Mesa Road
Gypsum, Colorado 81637
1. The undersigned BIDDER proposes and agrees, if this bid is accepted, to enter
into an Agreement with OWNER in the form included in the Contract Documents
to complete all work as specified or indicated in the Contract Documents for the
contract price and within the contract time indicated in this bid and in accordance
with the Contract Documents
2. BIDDER accepts all of the terms and conditions of the Instructions to Bidders,
including without limitation those dealing with the disposition of bid security. This
bid will remain open for thirty (30) days after the day of bid opening. BIDDER will
sign the Agreement and submit the contract security and other documents
required by the Contract Documents within fifteen(15) days after the date of
OWNER'S Notice of Award.
3. In submitting this bid, BIDDER represents, as more fully set forth in the
Agreement, that:
(a) BIDDER has examined copies of all the Contract Documents and of the
following addenda:
Date Number
Kyle Alpha, General Manager
(Receipt of all of which is hereby acknowledged) and also copies of the
Advertisement of Invitation to Bid and the Instructions to Bidders;
(b) BIDDER has examined the site and locality where the work is to be
performed, the legal requirements (federal, state, and local laws,
ordinances, rules, and regulations), and the conditions affecting cost,
progress, or performance of the work, and has made such independent
investigations as BIDDER deems necessary;
(c) This bid is genuine, and not made in the interest of, or on behalf of, any
undisclosed person, firm, or corporation, and is not submitted in
conformity with any agreement or rules of any group, association,
organization, or corporation; BIDDER has not, directly or indirectly,
induced nor solicited any other bidder to submit a false or sham bid;
BIDDER has not solicited nor induced any person, firm, or corporation to
refrain from bidding; and BIDDER has not sought by collusion to obtain for
himself any advantage over any other bidder or over OWNER.
4. BIDDER will complete the work for the following lump sum and unit prices:
PLEASE USE EXHIBIT "A" FOR BID PRICES AND SPECIFICATIONS
5. BIDDER agrees that work will be completed on or before August 31, 2013.
BIDDER accepts the provisions of the Agreement as to liquidated damages in the
event of failure to complete the work on time.
6. The following documents are attached to and made a condition of this bid:
(a) Required bid security in the form of a certified or bank check or bid bond.
7. Communication concerning this bid shall be addressed to the address of BIDDER
indicated below:
Oldcastle SW Group, Inc., dba
United Companies of Mesa County
PO Box 3609, Grand Junction, CO 81502
Phone Number 970-243-4900
•
If BIDDER is:
An Individual
By: (SEAL)
(Individual's Name)
•
Doing business as:
Business address:
Phone Number:
A Partnership
By: (SEAL)
(Firm Name)
(General Partner)
Business Address:
Phone Number:
A Corporation
By: Oldcastle SW Croup, Inc., dba United Companies of Mesa County .
(Corporation Name)
Colorado
(State of Corporation)
E Ole- it
By: Kyle Alpha U U f I�
(Name of Person Authorized to Sign) 01 SE- r
k0 .. L0
General Manager •....m•
(Title) 1����-.....�..., 7
(CORPORAT SE )
Attest: ( /
P illip Rai er, As 't Sec.
Business Address: PO Box 3609
Grand Junction, CO 81502
Phone Number: 970-243-4900
A Joint Venture
By:
(Name)
(Address)
By:
(Name)
(Address)
(Each joint venturer must sign. The manner of signing for each
individual, partnership, and corporation that is a party to the joint
venture should be in the manner indicated above)
