HomeMy WebLinkAboutC13-360 Knupp LLC Agreement AGREEMENT BETWEEN EAGLE COUNTY AND KNUPP LLC FOR THE PURCHASE OF ROAD SALT MATERIAL II) Al '' .(1,'I�` ' ' THIS AGREEMENT is dated as of this,e21 day of j�,, ��„�, ; , 2013, by and between Eagle County, Colorado, a body corporate and politic, acting by and through its Board of County Commissioners (hereinafter called "Owner” or "County"), and Knupp LLC, a Colorado corporation with its principal place of business at 11001 320th Road, PO Box 168, Rifle, CO 81650 (hereinafter called "Vendor"). WHEREAS, County desires to purchase road salt material ("Road Salt Material") for its various County Roads from Vendor; and WHEREAS, Vendor is authorized to do business in the State of Colorado, has experience and expertise necessary to provide and sell said Road Salt Material for its intended purpose and use to County; and WHEREAS, County and Vendor intend by this Agreement to set forth the scope of the responsibilities of Vendor in connection with the Road Salt Material 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 —MATERIALS 1.1 Vendor agrees to sell 300 tons of Road Salt Material to the County. Vendor will deliver the Road Salt Material to the Eagle County Road and Bridge Department, located at 3289 Cooley Mesa Road, in Gypsum, Colorado. 1.2 County shall have the right to inspect all Road Salt Material prior to acceptance. Inspection and acceptance shall not be unreasonably delayed or refused. In the event County does not accept the Road Salt Material for any reason in its sole discretion, then Vendor shall upon County's request and at no charge or cost to County (i) take the Road Salt Material back or(ii) exchange the Road Salt Material. ARTICLE 2—COUNTY'S REPRESENTATIVE 2.1 The Road and Bridge Department designee shall be Vendor's contact with respect to this Agreement. 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 Road Salt Material is delivered, accepted by County. ARTICLE 4—COMPENSATION 4.1 For the Road Salt.Material to be provided hereunder, County will pay Vendor the sum of$81.00 per ton. Said sum shall include all delivery fees or charges. The maximum amount of compensation under this Agreement shall not exceed twenty four thousand nine hundred ninety nine dollars and ninety nine cents ($24,999.99) without a signed amendment to the Agreement. 4.2 Payment will be made for Sanding Materials satisfactorily delivered and accepted by County will be paid within thirty (30) days of receipt of a proper and accurate invoice from Vendor. The invoice shall include a description of Sanding Materials sold to County under this Agreement. Upon request, Vendor 1 p2 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 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 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. 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 Road Salt Material to the County no later than December 20, 2013 5.2 Vendor has familiarized itself with the intended purpose and use of the Road Salt Material 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 Road Salt Material. 5.3 Vendor will be responsible for provision of the Road Salt Material to the County in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable similar Road Salt Materials vendors supplying similar Road Salt Materials. 5.4 Vendor warrants that title to all Road Salt Materials will pass to County upon inspection and acceptance by County free and clear of all liens, claims, security interests or encumbrances. ARTICLE 6—ENTIRE AGREEMENT 6.1 This Agreement represents the entire Agreement between the parties hereto. The Agreement may only be altered, amended, or repealed in writing. 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. 2 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 3 lwithout 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 This Agreement may amended upon mutual agreement, in writing, signed by both parties. 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. 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—Intentionally Omitted 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 Road and Bridge P.O. Box 250 Eagle, Colorado 81631 (970) 328-3540 (p) (970) 328-3546 (f) and a copy to: Eagle County Attorney P.O. Box 850 Eagle, Colorado 81631 (970) 328-8685 (p) 3 (970) 328-8699 (f) The Vendor: Knupp LLC 11001 320th Road PO Box 168 Rifle, CO 81650 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- PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES 12.1 For purposes of this Article 12 the terms Vendor and Contractor shall be used interchangeably. 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. 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 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 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 4 • 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). 12.7 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. 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 5 14.2 Contractor shall purchase and maintain such insurance as required above and the certificate of insurance is attached hereto as Exhibit A. //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: Keith Montag VENDOR: Knupp LLC By: or/VI i A •■iiLicAor Title: iA VENDOR IS REQUIRED TO HAVE ITS SIGNATURE NOTARIZED STATE OF Co/O Ca.c{0 ) ss. COUNTY OF 6a('4•P ) The foregoing instrument was acknowledged before me by Ka r ()pp , of Knorr' LLC- this 2,7 day of No✓em be r- , 2 1 My commission expires: /Z- -( S PUB ', L A. g DEBBY • Notary Pu I c •• •• S i KIDDLE �s , i 1pt(1 T 6+1 , OF COQ- _ *Contusion tusion Expires )2-2/-1 S 7 EXHIBIT A INSURANCE CERTIFICATE 8 . • Client#: 151396 KNUPP ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE(MMlDDlYYYY)12/04/2013 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 CONTACT Anita Keller HUB International Ins Svcs Inc PHONE 970-254306 (A/C,No,Ent): (FA/CAX,No): 866-908-6374 2742 Crossroads Blvd ADDRESS: anita.keller @hubinternational.com Grand Junction,CO 81506 888 245-8011 INSURER(S)AFFORDING COVERAGE NAIL A INSURERA:Employers Mutual Casualty Compa 21415 INSURED INSURERS:Pinnacol Assurance Company 41190 Knupp,LLC Box 168 INSURER C INSURER D: Rifle,CO 81650 INSURER E: INSURER F: CA Resident License#0757776 COVERAGES CERTIFICATE NUMBER: 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. LTR TYPE OF INSURANCE INRL WVD POLICY NUMBER POLICY EFF POLICY EXP UMITS (MMIDD/YYYY) (MMlDD1YYYY) A GENERAL LIABILITY 4X6308814 04/01/2013 04/01/2014 EACH OCCURRENCE $1,000,000 PR X COMMERCIAL GENERAL LIABILITY EMISE50(Ea oaurtDence) $100,000 CLAIMS-MADE I XI OCCUR MED EXP(Any one person) $5,000 X PD Ded:500 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPIOP AGG $2,000,000 POLICY E° n LOC $ A AUTOMOBILE LIABILITY 4X6308814 04/01/2013 04/01/2014 Ea COMBacdINdenED � ,000,000 SINGLE LIMIT 1 ( q X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE AUTOS (Per accident) A X UMBRELLA UAB X OCCUR 4X6308814 04/01/2013 04/01/2014 EACH OCCURRENCE $1,000,000 EXCESS UAB CLAIMS-MADE AGGREGATE $1,OOQOOO DED X RETENTION$10,000 $ B WORKERS COMPENSATION 4130894 04/01/2013 04/01/2014 X WC S ATU-s I I 0TH AND EMPLOYERS'LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? u N f A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS bebw E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS f VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) This section intentionally left blank CERTIFICATE HOLDER CANCELLATION Eagle County Road&Bridge SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN PO Box 250 ACCORDANCE WITH THE POLICY PROVISIONS. Eagle,CO 81631 AUTHORIZED REPRESENTATIVE TH ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010105) 1 of 1 The ACORD name and logo are registered marks of ACORD #S25462861M2172553 JHO2