HomeMy WebLinkAboutC14-212 Jazmar Enterprises Agreement I
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AGREEMENT FOR SERVICES
BETWEEN EAGLE COUNTY,COLORADO
AND
JAZMAR ENTERPRISES,LLC
THIS AGREEMENT("Agreement")is effective as of the 30th day of May,2014 by and between Jasmar
Enterprises,LLC,a Colorado limited liability company,d/b/a The Turntable Restaurant and Motel (hereinafter
"Contractor")and Eagle County,Colorado,a body corporate and politic(hereinafter"County").
RECITALS
WHEREAS,the County,through its Department of Public Health and Environment works to promote the health,
safety and welfare of County residents of all ages;and
WHEREAS,the County uses outside providers and professionals to enhance the ability of County to promote such
health,safety and welfare;and
WHEREAS,the Minturn Seniors Group is in need of at least 35 lunches provided every Friday between May 30
and August 20,and served at the at the Vail Ski and Snowboard Academy building, 1951 S.Highway 24,Minturn,
CO(the"Academy Building");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 food preparation and delivery 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 food preparation and delivery 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 no later than 11:30 every Friday between May 30 and
August 20 and in accordance with the schedule established in Exhibit A. If no completion date is specified in
Exhibit A,then 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 Eagle County's Public Health and Environment 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 the 20th day of August,2014.
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 change orders,express or implied acceptance of alterations or additions to the Services,and no claim that
County has been 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. Compensation. County shall compensate Contractor for the performance of the Services in an amount not
to exceed$2,500.00. Contractor shall not be entitled to bill at overtime and/or double time rates for work done
outside of normal business hours unless specifically authorized in writing by County.
a. Invoices shall include a description of the Services performed.If County is not satisfied with the
completeness of a submitted invoice,County may request Contractor to either revise the invoice or provide
additional information. Payment will be made for Services satisfactorily performed within thirty(30)days of receipt
of a proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent,tasks
performed,who performed each task and such other detail as County may request.
Eagle County Public Health and Environment
Attention:Pat Nolan
Post Office Box 660
Eagle,CO 81631
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
determination 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. All funds received by Contractor under this Agreement shall be or have been expended solely for
the purpose for which granted, and any funds not so expended,including funds lost or diverted for other purposes,
shall be returned to County. Contractor shall provide the County with progress reports upon County's request;or
Contractor shall furnish progress reports as more specifically set forth in the attached Exhibit A.
d. 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.
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Eagle County HHS General Services Final 1/14
e. 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. Subcontractors. 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 assigned to the subject Project during the performance of this Agreement and no personnel to whom
County has an objection,in its reasonable discretion,shall be assigned to the Project. Contractor shall require each
subcontractor,as approved by County and to the extent of the Services to be performed by the subcontractor,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.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 coverage with limits of liability not less than those stated below:
a. Types of Insurance.
i. Workers' Compensation insurance as required by law.
ii. Auto coverage with limits of liability not less than$1,000,000 each accident combined
bodily injury and property damage liability insurance,including coverage for owned,hired,and non-owned
vehicles.
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 automobile and commercial general liability coverage and as set forth above 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.
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Eagle County HHS General Services Final 1/14
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;including claims for
bodily injury or personal injury including death or loss or damage to tangible or intangible property;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.
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:Pat Nolan
Post Office Box 660
Eagle,CO 81631
Telephone: 970-328-8831
Facsimile: 970-855-848-8829
E-Mail: patricia.nolan @eaglecounty.us
With a copy to:
Eagle County Attorney
500 Broadway
Post Office Box 850
Eagle,Co 81631
Telephone: 970-328-8685
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Eagle County HHS General Services Final 1/14
Facsimile: 970-328-8699
E-Mail: atty @eaglecounty.us
CONTRACTOR:
Jazmar Enterprises,LLC
P.O.Box 356
Minturn,CO 81645
Telephone: 970 390-3996
Facsimile: 970 827-5232
Email: craniumpanic @yahoo.com
11. Termination. County may terminate this Agreement,in whole or in part,at any time 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 in paragraph 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. Venue,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 the laws of the State of Colorado.
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 be responsible for the completeness and accuracy of the Services and shall
correct,at its sole expense,all significant errors and omissions in performance of the Services. The fact that the
County has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor
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Eagle County HHS General Services Final 1/14
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. In the event County finds these standards of
customer service are not being met by Contractor,County may terminate this Agreement,in whole or in part,upon
seven(7)days'notice to Contractor.This paragraph shall survive termination of this Agreement.
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.
k. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective permitted 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 beneficial 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.
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Eagle County HHS General Services Final 1/14 •
p. Contractor shall comply with the Civil Rights Act of 196 and Section 504,Rehabilitation Act of
1973,concerning discrimination on the basis of race,color,sex,age,religion,political beliefs,national origin or
handicap.
15. Prohibitions on Government Contracts.
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 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 employ 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 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
c. 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.
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, Contractcr
shall be liable for actual and consequential damages to County as required by law.
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Eagle County HHS General Services Final 1/14
F ,. .
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 ofpage intentionally left blank]
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Eagle County HHS General Services Final 1/14
IN WITNESS 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: _ . /A. .' .
Koit D * tag-4e-- • my Manager
DI/42 1\ .
CONTRACTOR:
JAZMAR ENTERPRISES, LLC d/b/a THE TURNTABLE
RESTAURANT AND MOTEL
By:
C Cyr
Darla Goodell
Print Name:
Q 1Sc L t Gower (
Title: 0L.O.S(•-cu■
9
Eagle County HHS General Services Final 1/14
EXHIBIT A
SCOPE OF SERVICES,SCHEDULE,FEES
1. Contractor shall prepare at least 35 meals for 11 F SMeals shall be ready and delivered to the and durin the months of May,June,July
August 2014 for the benefit of the Mintur n Seniors g roup
Academy Building no later than 11:30 each day meals are provided under this Agreement.
2. Contractor shall provide the first 35 meals on May 30,2014,and the final 35 meals on August 15,2014.
3. Meals shall only be provided on Fridays and only on days when the Eagle County Healthy Aging Program
is in session and not on any holiday.
4. Meals shall be well-balanced and nutritious.Additionally meals should provide a soup or salad,entrée,
vegetable,and a light dessert(or any three of those items).Meals will be served buffet style.
5. County is responsible to provide all of its own plates,silverware and other eating utensils for the meals and
will be responsible for the cleaning of these items.
6. County shall pay Contractor an amount not to exceed $2500 for the Services.This sum shall be paid in 3
equal monthly installments of$833.00. Invoices will be sent to the County each month for the Services.
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Eagle County HHS General Services Final 1/14
EXHIBIT B
INSURANCE CERTIFICATE
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Eagle County HHS General Services Final 1/14
AC CERTIFICATE OF LIABILITY INSURANCE_ pm pawoomren
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER., THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT SEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: V the certificate holder Is an ADDITIONAL INSURED,the policy(ies)most be endorsed. V SUBROGATION IS WANED,subject to
the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder In lieu of such endorsement(s).
PRODUCER Jen Davie
Alpxna Insauran AgenCy of Edwards, Inc. itir....r (910)926-171/ i i Nek t9,0tS24-1.723
0225 Main Street, 0-205 ,►o va:4 *AIAEdwards'CM
P.0. Box 2240 ItisuRERM A,w<cMOINw COVERAGE NAic•
Edwards CO 81632 _4pOl !RA QI1to Seeur4 Y Tna- CO i24052
INSURED w$URER a:
Jazmar Lim rtS IRERe:
Po Box 356 INSURER a,
160 Railroad RIMPERE:
t,Iinturn CO 81645 RER F
COVERAGES CER'T'IFICATE NU RcL1442811793 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
UNIN POLICY EFF POLICY!XP: LIINT$
LLYC 1YPlrP 5URANC! walk WVD POLICY MINIM R AA�ISDAIY11Yf atmoolyyyYl 1,000,000
GENERAL 1.1.41111-Mt EACH OCCURRENCE S
DAMAGE TO RENTED 300,000
fl COMMER+f AL GENERAL LIABRITY ua____ r ,_
___O S
A 1111111 Cum:-MADE I x I OCCUR m 5554?152 10/15/2013 10/15/2014 MEDEXPOrly oneP°roO^I S 15,000
PERSONAL&ADVII Y $ 1,000,000
1111 GENERAL AGGREGATE 1 2,000,000
GEHL AGGREGATE LSAT APPLIES PER: PRODUCTS•0014P'IOOP AGE a 2,000,000
X' MUG'?IIIII PR6 LOC L LIMIT
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AUTOMOBILE LIABILIABILITY i s COMBINED SINGLE $ 1,000,000
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