HomeMy WebLinkAboutC13-384 Old Castle SW Group, Inc. Agreement AGREEMENT BETWEEN EAGLE COUNTY AND OLD CASTLE SW GROUP FOR THE PURCHASE OF
r RECYCLED GRAVEL
THIS AGREEMENT is dated as of this 44 day of ` ,0 U`Gt ,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 Oldcastle SW Group, Inc. d/b/a B&B Excavating, a Colorado corporation
with its principal place of business at 2273 River Road/PO Box 3609, Grand Junction, CO 81515 (hereinafter
called"Vendor").
WHEREAS, County desires to purchase Recycled Class 6 Road Base("Recycled Gravel") 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 Recycled Gravel 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 Recycled Gravel 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 the Recycled Gravel of the type and quantities set forth in Exhibit A which is attached
hereto and incorporated by this reference to County. In the event of any conflict between the contents of this
Agreement and Exhibit A, this Agreement shall control.
1.2 County shall have the right to inspect all Recycled Gravel prior to acceptance. Inspection and acceptance
shall not be unreasonably delayed or refused. In the event County does not accept the Recycled Gravel 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 Recycled Gravel back or(ii) exchange the Recycled Gravel.
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 Recycled Gravel is picked up and accepted by County.
ARTICLE 4—COMPENSATION
4.1 For the Recycled Gravel to be provided hereunder, County will pay Vendor the Recycled Gravel based
upon the unit price provided in Exhibit A. The maximum amount of compensation under this Agreement shall
not exceed twenty-one thousand dollars ($21,000.00) without a signed amendment to the Agreement. In no
event shall an amendment to this Agreement modify the unit prices set forth in Exhibit A.
4.2 Payment will be made for Recycled Gravel 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 Recycled Gravel sold to County under this Agreement. Upon request, Vendor
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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:
5.2 Vendor has familiarized itself with the intended purpose and use of the Recycled Gravel 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 Recycled Gravel.
5.3 Vendor will be responsible for provision of the Recycled Gravel to County in a skillful,professional and
competent manner and in accordance with the standard of care, skill and diligence applicable similar Recycled
Gravel vendors supplying similar Recycled Gravel.
5.4 Vendor warrants that title to all Recycled Gravel 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.
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
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).
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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) 328-8786(p)
(970) 328-8899 (f)
and a copy to: Eagle County Attorney
P.O. Box 850
Eagle, Colorado 81631
(970)328-8685 (p)
(970) 328-8699 (f)
The Vendor: Oldcastle SW Group, Inc., dba
United Companies of Mesa County
PO Box 3609
Grand Junction, CO 81502
Telephone: 970-243-4900
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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 12.5 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.
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).
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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
14.2 Contractor 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 WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above
written.
COUNTY OF EAGLE, STATE OF
COLORADO,by its Board of County Commissioners
By: 1�
Keit Montag
VENDOR:
Old Castle SW Group, Inc.
United Companies of MesCounty
By:
Kyle Alpha
Title: General Manager
VENDOR IS REQUIRED TO HAVE ITS SIGNATURE NOTARIZED
STATE OF COLORADO )
ss.
COUNTY OF MESA )
The foregoing instrument was acknowledged before me by Kyl e Al pha, GM , of
Oldcastre Sir Group Inc., dba
United Companies of Mesa Countythis 16th day of December , 2013.
My commission expires: 3/29/15
■ eWA—LA-7 IjER
N EBBIE CI TARY WEAV PUBLIC
Notary Public -1" rOLORADO
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EXHIBIT A
7
B&B
uniTto
ES
, an O/dcasfle®company
s
Date 12-3-13
Project County Stockpile
Customer Eagle County Road and Bridge
Contact Gordon
Phone
Fax
E-Mail
Aggregate Quotation
Pit Source: Montgomerie Eagle Pit 425
Product Unit
Code Description Quantity Unit Price
Recycle CIs 6 Road Base 2000 Ton 10.50 $Zl,occ
Tax Ex cert on file Per Ton
Fuel SurCharge Per Ton waived
Per Ton
Per Ton
Per Ton
Per Ton
Optional Delivery
Delivered in 22 ton unit Per Hour $110.00
additional charge to material price
Delivered in Tandem Per Hour $86.00
additional charge to material unit price
Note:
1) This is a three page quote with the terms & conditions and is job specific.
2) Price quoted is FOB the specified Pit location. If the delivery option is accepted the site must be
accessible for the type of truck delivering the material.
3) United Companies will need a 60 day notice on any specialty or non-general sales type material
and a firm quantity for production purposes. Any material produced for the project will be billed to
the customer. Materials are subject to availability.
4) Each per ton price quoted is subject to the fuel surcharge.
5) Customer will need to establish an account with United Companies/B&B Excavating.
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EXHIBIT B
INSURANCE CERTIFICATE
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1
Certificate of Insurance
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON YOU THE CERTIFICATE HOLDER.THIS CERTIFICATE IS NOT AN
INSURANCE POLICY AND DOES NOT AMEND,EXTEND,OR ALTER THE COVERAGE AFFORDED BY THE POLICIES LISTED BELOW.POLICY LIMITS ARE NO LESS THAN THOSE
LIS TED,ALTHOUGH POLICIES MAY INCLUDE ADDITIONAL SUBLIMIT/LIMITS NOT LISTED BELOW.
This is to Certify that
(
I Oldcastle SW Group, Inc.,dba
United Companies of Mesa County NAME AND " w Liberty-
PO Box 3609 ADDRESS"11
I, Grand Junction,CO 81502 INSURANCE
I�
is,at the issue date of this certificate,insured by the Company under the poiicy(ies)listed below.The insurance afforded by the listed policy(ics)is subject to all their terms,exclusions and
Conditions and is not altered by any requirement,term or condition of contract or other document with respect to which this certificate may be issued.
EXP DATE
TYPE OF POLICY 0 CONTINUOUS POLICY NUMBER LIMIT OF LIABILITY
❑EXTENDED
m POLICY TERM
WORKERS 9/1/2014 WA7-C8D-004095-023 COVERAGE AFFORDED UNDER WC EMPLOYERS I,IABI ITY
LAW OF THE FOLLOWING STATES:
COMPENSATION WC7-C81-004095-013 ALL STATES STICS EXCLUDING S AND Bodily ln'ury by Accident
411,000,000 Each Accident,
Bodily Injury By Disease
WI $1,000,000 Potter Limit
Bodily Injury By Disease
�
$1,000,000 Each Person
COMMERCIAL 9/1/2014 TB2
-
C81-004095-113 General Aggregate
t�GENERAL LIABILITY $2,000,000
0 OCCURRENCE Products/Completed Operations Aggregate Q
❑CLAIMS MADE $2,000,00()
Each Occurrence
$2,000,000
RETRO DATE Personal&Advertising Injury
$2,000,000 Per Person/Organization
O FIRE DAMAGE$100,000 PER PROJECT AGGREGATE
Medical Exo-$5.000
AUTOMOBILE 9/1/2014 AS2-C81-004095-123 $2,000,000 B.lc Accide.Combinled Limit
�-�( LIABILITY
1J OWNED Each Person
®NON-OWNED Each Accident or Occurrence
d HIRED
Each Accident or Occurrence
OTHER Auto:Comp Ded$10,000/Coll Ded$10,000
EVIDENCE OF COVERAGE
ADDITIONAL COMMENTS
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Re: Eagle County is named as additional insured.
Purchase of Recycled Gravel Agreement
If the certificate expiration date is continuous or extended term,you will be notified if coverage is terminated or reduced before the certificate expiration date.
NOTICE OF CANCELLATION:(NOT APPLICABLE UNLESS A NUMBER OF DAYS IS ENTERED BELOW.)
BEFORE THE STATED EXPIRATION DATE THE COMPANY WILL NOT CANCEL OR REDUCE THE Liberty Mutual
INSURANCE AFFORDED UNDER THE ABOVE POLICIES UNTIL AT LEAST 30 DAYS NOTICE Insurance Group
OF SUCH CANCELLATION HAS BEEN MAILED TO:
) A. t
Stan Esposito
Eagle County
8" Pittsburgh/0387
AUTHORIZED REPRESENTATIVE
41 s PO Box 250 g
Eagle, CO 81631-0250 12 Federal Street,Ste.310 12/16/13
Pittsburgh PA 15212-5706 412-231-1331
OFFICE PHONE DA'Z'E ISSUED
This certificate is executed by LIBERTY MUTUAL INSURANCE GROUP as respects such insurance as is afforded by those Companies NM 772 07-10
CERT NO., 17408408. CLIENT CODE; Lit_44 Nicholas Miaoni 8/26/2013 2:33:09 PM Page 1 of 1
LDI COI 268896 02 11
