HomeMy WebLinkAboutC14-086 Underground Utility Locating Consultants Agreement AGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY,COLORADO AND UNDERGROUND UTILITY LOCATING CONSULTANTS,LLC 14-0' THIS AGREEMENT("Agreement")is effective as of the 12411 day of February,2014 by and between Underground Utility Locating Consultants,LLC a Colorado limited liability company(hereinafter"Contractor")and Eagle County,Colorado,a body corporate and politic(hereinafter"County"). RECITALS WHEREAS,Contractor will locate and mark the utility lines under and around the Freedom Park parking lot(the "Project")at Freedom Park located at 450 Miller Ranch Road,Edwards,Colorado(the"Property");and WHEREAS,Contractor is authorized to do business in the State of Colorado and has the time,skill,expertise,and experience necessary to provide the Services as defined below in paragraph 1 hereof;and WHEREAS,this Agreement shall govern the relationship between Contractor and County in connection with the Services. AGREEMENT NOW,THEREFORE,in consideration of the foregoing and the following promises Contractor and County agree as follows: 1. Services or Work. Contractor agrees to diligently provide all services, labor,personnel and materials necessary to perform and complete the services or work described in Exhibit A("Services"or"Work")which is attached hereto and incorporated herein by reference.The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. 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. 2. County's Representative. The Engineering Department's designee shall be Contractor's contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above,and subject to the provisions of paragraph 11 hereof,shall continue in full force and effect through completion of the Services which are anticipated to be complete no later than February 28,2013. 4. Extension or Modification. Any amendments or modifications shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services in accordance with County's internal policies. Accordingly,no course of conduct or dealings between the parties,nor verbal chang orders,express or implied acceptance of alterations or additions to the Services,and no claim that County has een unjustly enriched by any additional services,whether or not there is in fact any such unjust enrichment,Shall be the basis of any increase in the compensation payable hereunder.In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement,Contractor's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Couppensation. County shall compensate Contractor for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed$1,000. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal bush ss hours unless specifically authorized in writing by County. a. Payment will be made for Services satisfactorily performed within thirty(30)days of receipt of a proper and a curate invoice from Contractor. All invoices shall include detail regarding the hours spent,tasks performed, ho performed each task and such other detail as County may request. b. If,at any time during the term or after termination or expiration of this Agreement,County reasonably determines that any payment made by County to Contractor was improper because the Services for which payment was made were not performed as set forth in this Agreement,then upon written notice of such determinatiotn and request for reimbursement from County,Contractor shall forthwith return such payment(s)to County. Upon termination or expiration of this Agreement,unexpended funds advanced by County,if any,shall forthwith be returned to County. c. 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. d. 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 of any year,without an appropriation therefor 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. Subccontractors. 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 subcontractor agreements for the performance of any of the Services or additional services 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 as igned to the subject Project during the performance of this Agreement and no personnel to whom County has objection,in its reasonable discretion,shall be assigned to the Project. Contractor shall require each subcontracto ,as approved by County and to the extent of the Services to be performed by the subcontractor,to be bound to Co tractor by the terms of this Agreement,and to assume toward Contractor all the obligations and responsibilities which Contractor,by this Agreement,assumes toward County.County shall have the right(but not the obligation)to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process.The Contractor shall be responsible for the acts and omissions of its agents,employees and subcontractors. 7. Insurance. Contractor agrees to provide and maintain at Contractor's sole cost and expense,the following insurance co erage with limits of liability not less than those stated below: 2 I a. Types of Insurance. i. Intentionally omitted. ii. Personal auto coverage. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury,products/completed operations,broad form property damage with limits of liability not less than$1,000,000 per occurrence and$1,000,000 aggregate limits. b. Other Requirements. i. The commercial general liability coverage shall be endorsed to include Eagle County,its associated or affiliated entities,its successors and assigns,elected officials,employees,agents and volunteers as additional insureds.A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit B. ii. Contractor's certificates of insurance shall include subcontractors,if any as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iv. The parties hereto understand and agree that the County is relying on,and does not waive or intend to waive by any provision of this Agreement,the monetary limitations or rights,immunities and protections provided by the Colorado Governmental Immunity Act,as from time to time amended,or otherwise available to County,its affiliated entities,successors or assigns,its elected officials,employees,agents and volunteers. v. Contractor is not entitled to workers' compensation benefits except as provided by the Contractor,nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. 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 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 reasonable 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 County is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents(including electronic files)and materials 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. 3 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when(i)personally delivered,or(ii)when mailed in the United States mail,first class postage prepaid,or(iii)when delivered by FedEx or other comparable courier service,charges prepaid,to the parties at their respective addresses listed below,or(iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date,time and receiving facsimile number for the transmission,or(v)when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five(5)days prior written notice of such change to the other party. COUNTY: Eagle County,Colorado Attention: E gineering Department 500 Broadw y Post Office ox 850 Eagle,CO 8 631 Telephone: 970-328-3560 Facsimile: 970-328-8789 E-Mail:taylor.ryanC)eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle,Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E-Mail: atty@eaglecounty.us CONTRACTOR: Geri Bruggink Underground Utility Locating Consultants,LLC PO Box 176 Oak Creek,CO 80467 Telephone: 970-819-0547 E-Mail: locatorC),uulc-11c.com 11. Termination. County may terminate this Agreement,in whole or in part,at any dine and for any reason, with or without cause,and without penalty therefor with seven(7)calendar days'prior written notice to the Contractor. Upon termination of this Agreement,Contractor shall immediately provide County with all documents as defined injparagraph 9 hereof,in such format as County shall direct and shall return all County owned materials and documents.County shall pay Contractor for Services satisfactorily performed to the date of termination. 12. Vertue,Jurisdiction and Applicable Law. Any and all claims,disputes or controversies related to this Agreement,or breach thereof,shall be litigated in the District Court for Eagle County,Colorado,which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by Ithe laws of the State of Colorado. 4 13. Execution by Counterparts;Electronic Signatures. This Agreement may be executed in two or more counterparts,each of which shall be deemed an original,but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement.Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized,if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act,C.R.S. 24-71.3-101 to 121. 14. Other Contract Requirements and Contractor Representations. a. Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder and the Property.and with all local conditions, federal,state and local laws,ordinances,rules and regulations that in any manner affect cost,progress,or performance of the Services. b. Contractor will make,or cause to be made,examinations, investigations,and tests as he deems necessary for the performance of the Services. c. To the extent possible,Contractor has correlated the results of such observations,examinations, investigations,tests,reports,and data with the terms and conditions of this Agreement. d. To the extent possible,Contractor has given County written notice of all conflicts,errors,or discrepancies. e. Contractor 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 performing similar services. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to ensure the Services are performed in accordance with this Agreement. Notwithstanding the foregoing,County acknowledges that the Services are being performed by electronic locating devices and that there are no guarantees or warranties as to the accuracy of the Services. f. Contractor agrees to work in an expeditious manner,within the sound exercise of its judgment and professional standards,in the performance of this Agreement. Time is of the essence with respect to this Agreement. g. This Agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee,master-servant,partnership,joint venture or any other relationship between County and Contractor except that of independent contractor.Contractor shall have no authority to bind County. h. Contractor represents and warrants that at all times in the performance of the Services,Contractor shall comply with any and all applicable laws,codes,rules and regulations. i. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. j. Contractor shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. 5 k. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective pelrmitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties,and not to any third party. 1. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. m. The invalidity,illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. n. The signatories to this Agreement aver to their knowledge no employee of the County has any personal or neficial interest whatsoever in the Services or Property described in this Agreement.The Contractor has no beneficial interest,direct or indirect,that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. o. 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(i)is a citizen or otherwise lawfully present in the United States pursuant to federal law,(ii)to the extent applicable shall comply with C.R.S.24-76.5-103 prior to the effective date of this Agreement. 15. Prohibitions on Government Contracts. If Contracto4 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 Agreement. By execution of this Agreement, Contractor certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Agreement 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 Agreement. a. Contractor shall not: i. Knowingly employ or contract with an illegal alien to perform Services under this Agreement;or ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor shall not knowingly e nploy or contract with an illegal alien to perform work under the public contract for services. b. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment:to perform Services under this Agreement through participation in the E-Verify Program or Department Program,as administered by the United States Depai talent of Homeland Security. Information on applying for the E-verify program can be found at: http://www.dhs.gov/xprevprot/programs/gc 1185221678150.shun c. Contractor shall not use either the E-verify program or other Department Program procedures to undertake prC-employment screening of job applicants while the public contract for services is being performed. 6 • d. If Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien,Contractor shall be required to: i. Notify the subcontractor and County within three (3) days that 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 Contractor shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. 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). f. If Contractor violates these prohibitions, County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and County terminates the Agreement for such breach. [REST OF PAGE INTENTIONALLY LEFT BLANK] 7 IN WITNES WHEREOF,the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE,STATE OF COLORADO, By and Through Its COUNTY MANAGER By: _ / iaira— - P. Montag,County Manager CONTRACTOR: Geraldine o s r,..� ,wry By: W..,COn$W,Is,ttCOU.PW Oe 4 B Bruggink ewe t n` _ Print Name: Geraldine Bruggink Title: President,UULC,LLC 8 EXHIBIT A SCOPE OF SERVICES, SCHEDULE,FEES 9 Underground Utility Locating Consultants, LLC Estimate P.O. Box 176 Oak Creek, CO 80467 EXHIBIT A Date Estimate# 1/14/2014 204-R Name/Address Phone# E-mail Eagle County P.O. Box 850 970-819-0547 locator @uulc-llc.com 500 Broadway Web Site Eagle, CO 81631 mac-Ilc.com Project/Address Freedom Park Parking Lot Qty Item Description U/M Rate Total 4.5 Locating/Marking - ... Locating& Marking of Dry Utilities- M/Hr. 75.00 337.50 Electric, Telecom & CATV, Fiber Optic Communications, Gas 1 Locating/Marking - ... Locating& Marking of Water M/Hr. 75.00 75.00 200 Flags Ea. 0.30 60.00 2 Paint can 8.00 16.00 2.75 Travel Hourly 75.00 206.25 130 Mileage Mileage/Ea. 0.565 73.45 Estimate #204 actual costs not to exceed $1,000.00 You will be billed actual Time& Materials used to perform such locates. Time Total $768.20 billed and accuracy of locates will be dependent upon: weather conditions, access to such facilities on-site, conductivity of such facilities, and as-builds of such facilities prclvided by site owner. Acceptance Signature: (X) 4 EXHIBIT B INSURANCE CERTIFICATE 10 __.�..,N UNDEUTI-01 JAYMEA DATE(MM/DD/YYYY) , .4WR© CERTIFICATE OF LIABILITY INSURANCE +„„....,...-- 2!12!2014 THIS CERTIFICATE IS I SUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES N AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFI ATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR Ptt''ODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and condition$of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu cf such endorsement(s). PRODUCER CONTACT NAME: Mountain West In&Fin Serer LLC PHONE 070 824-8185 FAX 970 824-8188 100 E.Victory Way (AIC,No,Ext):t ) (A/c,No): ( ) Craig,CO 81625 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC if INSURER A:Atain Specialty Insurance Comp INSURED INSURER B:Underwriters @ Lloyd's, London Underground Illtility Locating Consultants,LLC INSURER C: P.O.Box 176 j INSURER D: Oak Creek,CO 80467 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAi" THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHST. LADING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE IS UED 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. INSR CE ADDL SUBR POLICY EFF POLICY EXP TYPE OF INSU LTR � INSR WVD POLICY NUMBER (MM/DD/YYYY) (MMIDD/YYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CIP143992 06/18/2013 06/18/2014 DAMAGE TO RENTED $ 100,000 A X COMMERCIAL GENERAL,LIABILITY PREMISES(Ea occurrence) CLAIMS-MADE k OCCUR MED EXP(Any one person) $ 5,000 ' PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 X POLICY PRO JFCT LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS HIRED AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ (PER ACCIDENT) $ - UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE . $ DED RETENTION$ $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY Y/N TORY LIMITS ER ANY PROPRIETOR/PARTNER/QXECUTIVE - N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDE ? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B Errors&Omissions SRD491133 06/18/2013 06/18/2014 Each Claim!Agg. 1,000,000 DESCRIPTION OF OPERATIONS/1.21CATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Eagle County,IColorado ACCORDANCE WITH THE POLICY PROVISIONS. ATTN: Engineering Department PO BOx 850,500 Broadway Eagle,CO 81631 AUTHORIZED REPRESENTATIVE 9kiy,2/Le X&,,,,,./A,Wa-- . . ®1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD