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HomeMy WebLinkAboutC13-229 Ultimate Specialties, LLC AgreementEd AGREEMENT BETWEEN EAGLE' COUNTY AND ULTIMATE SPECIALTIES LLC _. � Q7 THIS AGREEMENT � is made this- day of X-0,4051- r ' -; 2013, by and 'between Eagle County ("County"), and, Ultimate Specialties", LLC a' Colorado limited liability company ("Contractor' with a .principal place of business at Post Office Box 740637 Arvada, Colorado 80006. WHEREAS; County desires to have Maintenance -services performed''and; amewweld on edges installed on the plastic perforator at. the Recycled Materials Recovery Facility (``MRF") located at 605 Ute Creek Road, Wolcott, Colorado (the "Facility'). WHEREAS, Contractor is authaiiiedl to do tbusiness in the- State -of Colorado; has=experience and expertise necessary t6provide the services and mate rads to County, and WHEREAS, County and Contractor intend by this' Agreemeni to'set `forth thd4scope of the'-xesponsibilities of Contractor in connection with the services and materials to -be provided by Contractor and related terms and conditions to govern the relationship between Contractor'arid,County in.`connectionwith thrs .Agiecinenh 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, materials and equipment to perform and complete the services set forth- in Exhi it- A -(hereinafter "Services"' or "Woriel which is' attached hereto and incorporated by this reference. Contractor and will use its expertise and skills to peiform the Services: In the event of any conflict between the contents of this Agreement and Exhibit A, this Agreement shall control. 'Contractor,agrees to perform the Services in a timely and expeditious manner consistent `with the applicable standard of bare. .1.2 In the event Contractor is supplying equipment or materials as part of the Services, County shall have the right to inspect any materials -or equipment prior to acceptance.- ,Inspection' and .acceptance shall not be, unreasonably delayed or refused. In the event County" does not acceptthe equipment or materials' for"any reason in its sole discretion, then Contractor shall upon County's request and at no charge or cost, to County r take the equipment bac u) exchange or(iii) repair the equipment- ARTICLE ui mentaARTICLE 2 - COUNTY'S REPRESENTATIVE° 2.I The Eagle County Solid Waste and Recycling Operations Manager, shall be Contractor's contact with respect to this Agreemenf'and "the performance of the'Services. ARTICLE 3'r: 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 to passes to County and through the performance of the' Services: Any guarantees or warranties shall survive. termination as set forth herein: ARTICLE 4- COMPENSATION 4:1 For the equipment and Services to be provided hereunder, County will pay Contractor an amount not to exceed four -thousand five hundred shirty sex and 90/100 dollars ($4,536.90): G3'22-1. 4.2 Payment will be made for Services satisfactorily performed, within'thirw (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 mayrequest 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;reportigg and payment. of=any taxes :related-to,payments made pursuant to. the terms of this Agreement- 4.4 greement: 4.4 Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to the County nor shall: anypayment 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,Boardjn,Accor4ance 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. , ARTICLE S -: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 sexaminations, investigations, tests, reports, and data with the terms and conditions of this Agreement. , 5.51— 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 diligenceapplicable to similar service providers. 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 guarantees and warrants that the equipment or materials installed in performance.of the Services shall be new and free from defects of any nature for a period of ninety (90) days based. on a 40 hour work week or 514 total man hours, whichever is shorter from date the equipment or materials are delivered and accepted by County or such longer period as may be provided by law. 5.8 All -guarantees and warranties • of equipment and, other materials furnished to .Contractor 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 ninety (90) days from the date the equipment or materials are delivered and accepted by County, Contractor's guarantee shall:extend for a like period as. to such. equipment and materials. 5.7 Contractor warrants that title; to all, equipment and materials ,will pass. to. County upon. inspection . d acceptance by County free and clear of all liens, claims, security interests or encumbrances. 2 5.8 Contractor assumes all risk of loss with respect to the equipment until title to the equipment passes from Contractor to County, at which time County shall assume all risk of loss with respect to the equipment Title shall -piss to County after -Contractor"' has delivered the equipment and County has inspected and accepted the 5.9 Within a reasonable time after receipt of written notice, Contractor shall correct at its own expense, without cost to County any defects in the equipnmenr wlucli'existed pnor to 'or' during the period` of any guarantee -or warranty provided in flus Agreement. 5.10 Guarantees and warranties shall not be construed to modify or limit Any,rights or actions County niay otherwise have 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 Exhibits A and B. The Agreement may only be altered, amended; or repealed in writing. ARTICLE'? -MISCELLANEOUS 7:1 No assignment by a parry 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'spedfically, 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 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 73. 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 Isocal 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. PROffiBITIONS 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 Mcpartcmnt Program'j 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: 3 (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- h6://www.dhs.&mL/x t/programs/gc 1185221678150.shtm 7A.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 shallnot 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 proyision of this Contract,, the Contractor shall be liable,for actual and consequential damages to the County as required bylaw. 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 hereon _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 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 4 responsibilities which Contractor, by this Agreement; assumes toward County. ARTICLE 8 -JURISDICTION AND VENUE: 8.1 ThinAgreementshall be interpreted in accordance with the laws of the State of Colorado and the parties hereby agree'to submit to the jurisdiction of 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 toinsofar as any- such losses; -claims, Idamages orliabilities arise out of, directly, or indirectly, this Agreement;- or are based°upon any performance or nonperformance byiContractor 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 - OVVNERSHIP OF DOCUMENTS AND MATERIALS:. 10.1 ` All`docwnents' (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-deliveredto 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 promptlydelivered to the appropriate party at the following addresses: { The County: and a copy to: Eagle County Attorney P.O. Box 850 Eagle, Colorado -81631 (970) 328-8685 (p) (970) 328-8699 ( f) -The Contractor: Dan Alsop; President Ultimate Specialties LLC 5 Post Office _Box 740637 Arvada, Colorado 80006 (303)408-5312 (p) (303) 940-1330 (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:trensmitted 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, 44 an official depositary of the U.S. Postal Service.. ARTICLE 13 — INDEPENDENT CONTRACTOR 111 It is ;expressly. acknowledged=: and understood ° by the parties hereto that nothing contained in this Agreement, shah -result in,, nbe construed _as establishing,:,.an employment relationship between County and Contractor or County and:Contractor's.employees. -Contractor and its employees shall be, and shallperforni.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 thelerm 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:Generatand 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: $1,00011000 14.2 Contractor shall purchase and maintain such insurance as required above and the certificate of insurance is attached hereto. as Exhibit B. 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: ULTIMATE SP IALTIYS LLC By:— D& Alsop, President 7 PO Box 740637 Arvada, CO :1l1. I Name /Address I Eagle County Landfill PO Box 453 Wolcott, CO 81655 Ship To Eagle County Landfill 815 Ute creek Rd Wolcott, CO 81655 Proposal Date Estimate # 7/8/2013 P3423 Project Terms Rep Exp. Date Due on receipt DA 819/2013 Description Qty Rate Total Requested proposal to remove and replace weld an edges in the MRF plastic perforator. Tech will use I 3,825.50 3,825.50 torches and Air arc to remove the used edges from the perforator Drum. Grind and prepare the surface for the installation of the new edges. Fit and weld on the new perforator edges. Startup and test run the machine for proper operation. Hot work is required for this repair and the machine must be prepared for hot work- orkCompany Companyand OSHA policy requires a fire watch for all hot work This proposal assumes Eagle county will provide 1 or 2 people fir fire watch during the duration of the proposed repair. (12) The repair is expected to be complete in 1 to 2 days and quoted to be done Monday through Friday. Add $450 for Weekend repairs. Estimated Lodging costs during performance of work ordered estimated I night 1 150.00 150.00 Charge for reimbursement to Technician far Living Expenses when out of town 1 50.00 50,00 Additional Charge for Ultimate Specialties to provide 1 man for fire watch if requested. 0 850.00 0.00 Travel to Customer Facility 1 395.00 395.00 Charge per mile over 50 mile base 194 0.60 116.40 Government Sales Tax 00011/6 0.00 Acceptance Signature Date Total $4,536.90 Printed Name Title Phone # Fax # E-mail Web Site 3034085312 3039401330 dan@ultimatespecialticsllc.com ultimatespecialtiesllc.com ultimatespecialtiesllc coin