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Home My WebLink AboutC13-223 Weston Solutions Agreement AGREEMENT BETWEEN EAGLE COUNTY AND WESTON SOLUTIONS FOR REIMBURSEMENT RESEARCH AND APPLICABILITY THIS AGREEMENT is made this day of , 2013, by and between Eagle County ("County"), and, Weston Solutions, Inc. ("Contractor"), a Pennsylvania corporation, with a principal place of business at 1435 Garrison Street, Suite 100, Lakewood, Colorado 80215. WHEREAS, County desires to have evaluation research and applicability performed to determine the eligibility for the Colorado Department of Labor and Employment Division of oil and Public Safety's (OPS) Petroleum Storage Tank Fund Reimbursement, for the former Road & Bridge Yard Facility, 165 West Sopris Drive, Basalt, Eagle County, Colorado (the"Facility"). WHEREAS, Contractor is authorized to do business in the State of Colorado, has experience and expertise necessary to provide said product 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 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 provide all services, labor, personnel and materials to perform and complete the services set forth in Exhibit A (hereinafter "Services" or "Work") which is attached hereto and incorporated by this reference. Contractor will use its expertise, skill to perform the Services. In the event of any conflict between the contents of this Agreement and Exhibit A, this Agreement shall control. ARTICLE 2—COUNTY'S REPRESENTATIVE 2.1 The Fleet Services 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. 3.2 The Agreement may be modified and the scope of Services may be changed upon a written amendment to this Agreement signed by both parties. 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 Seven Thousand, Five Hundred Dollars ($7500.00)without a signed amendment to the Agreement. 4.2 Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Contractor respecting the Services. The invoice shall include a description of 1 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 appropriated. 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.The Contractor has no interest and shall not acquire any interest, direct or indirect, that would conflict in any matter or degree with the performance of Contractor's services and Contractor shall not employ any person having such known interests. ARTICLE 5—CONTRACTOR'S REPRESENTATIONS In order to induce County to enter into this Agreement, Contractor makes the following representations: 5.1 Contractor has familiarized itself with the 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. 5.2 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 research and consultation 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. 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, which is the Proposal for Reimbursement Research and Applicability Former Eagle County Road and Bridge Yard Facility, 165 West Sopris Drive, Basalt, Eagle County, Colorado, Event ID 859. The Agreement may only be altered, amended, or repealed in writing. ARTICLE 7—MISCELLANEOUS 2 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 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: http://www.dhs.gov/xprevprot/programs/gc 1185221678150.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 3 (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. 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 The Contractor, 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. 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 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-consultant or sub-contractor 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 be solely responsible for any Work performed by a sub-consultant or sub-contractor and 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. 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 To the extent of Contractor's negligence, 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 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 Contractor. ARTICLE 10 - OWNERSHIP OF DOCUMENTS AND MATERIALS: 10.1 All documents (including electronic files) and 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 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, 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 Fleet Services P.O. Box 1705 Gypsum, Colorado 81637 (970) 328-3543 (p) (970) 328- 3549(f) and a copy to: Eagle County Attorney P.O. Box 850 Eagle, Colorado 81631 (970)328-8685 (p) (970) 328-8699 (f) The Contractor: Weston Solutions, Inc. 1435 Garrison Street, Suite 100 Lakewood, CO 80215 (303) 729-6100 (p) (303) 729-6101 (f) 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 5 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: 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. //SIGNATURE PAGE TO FOLLOW// 6 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: ---- h Keith Montag ATTEST. Clerk to he :oard CONTRACTOR: WESTON SOLUTIONS, INC. geSZAAMA/ B y: 0-oho Gfcc bgC, h Title: /Va,ncy-e-, J C(T y 4/ l- 7 e'") 7 EXHIBIT A • Wr Weston Solutions,Inc. \'r T 1l 1435 Garrison Street,Suite 100 ', �� Lakewood,Colorado 80215 �� 303.729.6100I Fax 303-729-6101 • SOl U1 IONS, www.wealensoations.com April 16,2013 Eagle County do Harry Taylor 3289 Cooley Mesa Rd.,Bldg.C P.O.Box 1705 Gypsum,CO 81637 Subject: Proposal for Reimbursement Research and Applicability Former Eagle County Road and Bridge Yard Facility, 165 West Sopris Drive, Basalt,Eagle County,Colorado Event ID:859 Dear Mr.Taylor. In order to potentially reduce the financial burden on Eagle County for Work conducted at the Former Basalt Road and Bridge Facility,Weston proposes to evaluate the site's eligibility for the Colorado Department of Labor and Employment Division of Oil and Public Safety's (OPS) Petroleum Storage Tank Fund reimbursement. Reimbursement Overview The reimbursement fund, as described in Article 7 of the OPS Storage Tank Regulations (7C.C.R 1101-14),is meant to reduce the financial burden on the owner/operator of registered and eligible petroleum storage tanks for fuel releases and subsequent clean-up. Eligibility for reimbursement is determined by the OPS through the submittal of the Reimbursement Application and Bilateral Reimbursement Agreement (Application). The amount of the reimbursement is dependent on regulatory compliance and the ability to document costs associated with site environmental activities. Included with the Application submitted for the Former Basalt Road and Bridge facility will be invoices for all work completed,break-down of expenses, copies of payment checks, documentation of the release, and tank registration and environmental surcharge documentation. When an Application is submitted to be reviewed by the OPS,they will first determine if the site is eligible for the reimbursement based on the payment of registration fees and the environmental surcharge. The Former Basalt Road and Bridge facility was determined to be eligible for the fund in 2006. Next they will determine which claims outlined in the Application should be reimbursed and which claims should not be reimbursed in full. This information will be detailed in the Fund Payment Report,which will be sent to the owner/operator,Eagle County. The OPS will outline claims to be paid in full,partially paid claims and rejected claims. Eagle County can issue a written protest to any claims within 60 days of being issued to Fund Payment Report. 11FSDEN031datalProjectFdeslEAG13i 066681Proposa1120135RcimbuncmentProposal.doc 8 • rr.► LyI CplV7 IONS, Harry Taylor -2- April 16,2013 Task I Weston will research the OPS requirements for reimbursement and compare the findings to the historic and current site status for the Former Basalt Road and Bridge Yard Facility. Weston will complete this task for the lump stun total of$2,000.00. Task 2 If the initial evaluation conducted by Weston(Taskl)indicates that the site is not likely eligible for reimbursement, the application will not be submitted. If the decision is made not to submit the application, Eagle County will only be billed for Task 1. It based on Weston's recommendation,the application should be completed;Weston will complete the application for the lump sum total of$5,500.00. Previous work conducted at the site by Weston has been billed lump sum The OPS reimbursement is done on a time and materials basis. The invoices submitted to Eagle County have not been itemized. Therefore,the documentation to support the costs at the site will consist of invoices from Weston's subcontractors and Weston timesheets. Assumptions The following assumptions pertain to both Task 1 and 2 as outlined in this proposal: • Application work will not be reimbursable by the OPS; • Weston may require assistance by Eagle County to help locate the information pertinent to the reimbursement application;and, • Weston cannot guarantee the amount of the reimbursement(if any). • \1FSAEld031dats\Project Fil«\EAGLE_066681Proposa1120131Reimbursement Proposal,doc 9 WOWS Harry Taylor -3- April 16,2013 Please indicate your approval of the Proposal for Reimbursement Research and Applicability work scope at the Former Eagle County Road and Bridge Yard Facility, 165 West Sopris Drive,Basalt,Eagle County,Colorado and associated cost by signing below. Authorized by: Signature Print On behalf of Eagle County • Date: \\FSDEN031datalProjectFilesTAGLE 066681Propoaal\2013\ReimbuesemcntPraposaLdoc 10 EXHIBIT B [INSERT INSURANCE CERTIFICATE] 11