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HomeMy WebLinkAboutC13-293 Property Imaging, Inc. Agreement AGREEMENT BETWEEN EAGLE COUNTY AND PROPERTY IMAGING, LLC n THIS AGREEMENT is made this I day of Pif Oar' , 2013, by and between Eagle County, Colorado a body corporate and politic ("County"), and Property Imaging, LLC, a Colorado limited liability company("Contractor"). WHEREAS, County desires to retain Contractor to clean and fill cracks and joints, seal coat pavement and stripe various parking lots at the Eagle County Building (the "Facility"). WHEREAS, Contractor is authorized to do business in the State of Colorado, has experience and expertise necessary to provide said 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 will furnish all materials and labor necessary to clean and vacuum all pavement cracks and joints, fill all cracks and joints to CDOT standards, Seal Coat pavement surface to CDOT standards and Re-strip parking lots to CDOT epoxy standards in accordance with the existing lay out and as identified and described in the Scope of Work Statement for Pavement Maintenance of Eagle County Building Parking Lot and Contractor's response thereto which is attached hereto as Exhibit "A" (hereinafter the "Services" or "Work"). In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit "A" and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. 1.2 The Engineering Department's designee shall be Contractor's contact with respect to this Agreement and the performance of the Services. ARTICLE 2—TERM OF AGREEMENT 2.1 This Agreement shall commence upon execution of this Agreement by both parties, and, subject to the provisions of Article 10 hereof, shall continue in full force and effect until the services are satisfactorily completed in accordance with the terms of this Agreement. Contractor will commence Work on 7 October 2013, and complete all Work, provided that such Work is within their control, by 31 November 2013. Contractor will not be held accountable for any delays that are the direct cause of County. 1 ARTICLE 3—COMPENSATION 3.1 For the Services satisfactorily performed in accordance with this Agreement, County will pay Contractor the amount provided in Exhibit "A" and not to exceed eleven thousand seven hundred sixty seven dollars and no cents ($11,767) which will be paid upon project completion. 3.2 Final Payment for Services satisfactorily performed will be made 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. 3.3 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. 3.4 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. 3.5 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 manner or degree with the performance of Contractor's services and Contractor shall not employ any person having such known interests. ARTICLE 4—CONTRACTOR'S REPRESENTATIONS In order to induce County to enter into this Agreement, Contractor makes the following representations: 4.1 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. 4.2 Contractor will make, or cause to be made, examinations, investigations, and tests 2 as he deems necessary for the performance of the Services. 4.3 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. 4.4 To the extent possible, Contractor has given County written notice of all conflicts, errors, or discrepancies that he has discovered in the Agreement. 4.5 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 contractors of its kind. 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. 4.6 Contractor guarantees all Services against defects in materials and workmanship for a period of one (1) year from the date the Services are completed and accepted by County, or such longer period as may be provided by law, and promises to repair or replace, at Contractor's expense, any Services that are found to be defective in materials or workmanship. 4.7 All guarantees and warranties for materials furnished to Contractor or subcontractors by any manufacturer or supplier are for the benefit of County. 4.8 Contractor acknowledges and agrees that all or some of the Services are being performed on public property and therefore waives its right to lien the property upon which the Services are performed. 4.9 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 5—ENTIRE AGREEMENT 5.1 This Agreement represents the entire Agreement between the parties hereto. There are no Contract Documents other than this Agreement and Exhibit "A". The Agreement may only be altered, amended, or repealed in writing. ARTICLE 6—MISCELLANEOUS 6.1 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 3 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. 6.2 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. 6.3 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). 6.4 Provision Mandated by C.R.S. § 8-17.5-101 et seq. PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES 6.4.1 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. 6.4.2 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. 6.4.3 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 4 6.4.4 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. 6.4.5 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 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 paragraph 6.4.5 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. 6.4.6 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). 6.4.7 If a Contractor violates these prohibitions, 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 County as required by law. 6.4.8 County will notify the office of the Colorado Secretary of State if Contractor violates this provision of this Contract and County terminates the Contract for such breach. 6.5 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. 6.6 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 5 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 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- INDEMNIFICATION: 8.1 The Contractor shall, to the fullest extent permitted by law, 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 hereunder; and Contractor shall reimburse County for any and all 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 County to the extent that County is liable to such third party for such claim without regard to the involvement of the Contractor. ARTICLE 9 - OWNERSHIP OF DOCUMENTS AND MATERIALS: 9.1 All documents (including electronic files) which are obtained during, purchased or prepared in the performance of the Services shall remain the property of County and are to be delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement. ARTICLE 10 -TERMINATION: 10.1 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. 6 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: Eagle County Attention: Eva Wilson, County Engineer P.O. Box 850 Eagle, Colorado 81631 (970) 328-3560 (p) (970) 328-8789 (f) and a copy to: Eagle County Attorney P.O. Box 850 Eagle, Colorado 81631 (970) 328-8699 (f) The Contractor: Property Imaging, LLC Chris Haymond PO Box 1497 Gypsum, CO 81637 (970) 926-0911 (p) 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. ARTICLE 12—INDEPENDENT CONTRACTOR 12.1 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. 7 ARTICLE 13—INSURANCE REQUIREMENTS 13.1 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. County shall be named as an additional insured. 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 13.2 Contractor shall purchase and maintain such insurance as required above and shall provide certificates of insurance in a form acceptable to County upon execution of this Agreement. [Rest of page intentionally left blank] 8 IN WITNESS WHEREOF,the parties hereto have executed this Agreement the day and year first above written. EAGLE.COUNTY, COLORADO By and through its County Manager i111P BY: %! / _�. LAN._ eith Montag, County M., ager PROPERTY IMAGING,LLC BY: 4�1. _ _2.4 r.d ,. Print Name: i Title: Ory/�Y Phone(970)926—0911 Property Imaging LLC P.O.Box 1497 Gypsum Co.81637 Cell(970)390-4133 Fax(970)926—0911 CRACK SEAL, SEAL COAT& RE STRIPE THE EAGLE COUNTY BUILDING (& old court) PROPOSAL SUMITTED TO WORK TO BE PERFORMED BY Eva Wilson,PE.,CFM Chris Haymond,member Ph:328-3565 Property Imaging LLC. Fx:328-8789 P.O.Box 1497 Eva.Wilson(aieaglecountv.us Gypsum, Co. 81637 We propose to perform all labor necessary for the completion of crack seal, seal coat and re striping of The Eagle County Building and the old court house building(together 500 Broadway). All work to be performed in accordance with the specifications submitted for above work and completed in a workmanlike manner for the sum of 11767.00 Any alteration or deviation from the above specifications involving extra costs will be executed upon request, and will become an extra charge over and above this All payments due within thirty days of completion of said work. This proposal may be withdrawn by us if not accepted within fifteen days. Respectfully submitted Chris Haymond date 30 September 2013 WORK TO BE PERFORMED SEAL COAT(44241 sq ft) $7078.00 CRACK SEAL(5938 lft) $3860.00 RE MARK(2116 lft 6 handicap 2 stop bars 16 x walk bars)_$829.00 TOTAL $11767.00 ACCEPTANCE OF PROPOSAL The above prices, specifications and conditions are satisfactory and are hereby accepted. You are authorized to do the work as specified. Payment will be made as outlined above. SIGNATURE DATE EXHIBIT