HomeMy WebLinkAboutC14-309 The Custom Drapery Shoppe AGREEMENT FOR PROCUREMENT
AND INSTALLATION SERVICES BETWEEN
EAGLE COUNTY,COLORADO
AND THE CUSTOM DRAPERY SHOPPE
THIS AGREEMENT("Agreement")is effective as of the '" day of Al j/,i,� 2014 by and between The
Custom Drapery Shoppe,a sole proprietor(hereinafter"Contractor")and Eagle ounty,Colorado,a body corporate
and politic(hereinafter"County").
RECITALS
WHEREAS,County desires to replace the existing bench cushions in the Eagle County Room of the Eagle County
Building(the"Project")located at 500 Broadway,Eagle 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 materials and installation services as set forth below in paragraph 1 hereof;and
WHEREAS,this Agreement shall govern the relationship between Contractor and County in connection with the
procurement of equipment,materials and 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 procure the fabric,materials and/or products("Materials")
necessary for the Project,upholster and fabricate the cushions to fit the existing benches and install the new cushions
on the existing benches,and agrees to diligently provide all services,labor,personnel and materials necessary to
perform and complete the procurement and installation services described herein and 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 October 15,2014. 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.
c. County shall have the right to inspect all Materials. Inspection and acceptance shall not be
unreasonably delayed or refused. In the event County does not accept the Materials for any reason in its sole
discretion,then Contractor shall upon County's request and at no charge to County:
i. take the Materials back;
ii. exchange the Materials;or
iii. repair the Materials.
2. County's Representative. The Facilities Management Department's designee shall be Contractor's contact
with respect to this Agreement and performance of the Services.
it
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 until the Services are satisfactorily
completed.Any warranty period set forth in this Agreement shall survive expiration hereof.
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 Materials and performance of the Services in a
sum computed and payable as set forth in Exhibit A. The Materials and performance of the Services under this
Agreement shall not exceed nine thousand three hundred seventy five dollars($9,375.00). 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. After payment of the initial deposit as specified in Exhibit A,final payment will be made for
Materials and 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.
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 Materials or
Services for which payment was made were not provided or 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. 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. Intentionally Omitted.
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:
2
G:\MAINTENANCE\ECB\ECR Cushions\Drapery Shoppe Agreement FINAL.docx
a. Types of Insurance.
i. Intentionally omitted.
ii. Contractor shall maintain personal auto coverage during the term of this Agreement.
b. Other Requirements.
i. Intentionally omitted.
ii. Intentionally omitted.
iii. Intentionally omitted.
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.
Further,Contractor shall execute any bill of sale or other documents required by County to transfer title of the
Materials to County. Contractor shall provide copies of any instruction or operations or care manuals and shall
further provide copies of any manufacturers warranties associated with the Materials.
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.
3
G:\MAINTENANCEECE'ECR Cushions\Drapery Shoppe Agreement FINAL.docx
•
COUNTY:
Eagle County,Colorado
Attention:Jan Miller
500 Broadway
Post Office Box 850
Eagle,CO 81631
Telephone: 970-328-8889
Facsimile:970-328-3539
E-Mail:jan.miller @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:
The Custom Drapery Shoppe
Post Office Box 1743
Edwards,CO 81632-1743
Telephone:970-376-6935
E-Mail: draperiesbymaryann @gmail.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.
4
G:\MA1NTENANCE\ECB\ECR Cushions\Drapery Shoppe Agreement FINAL.doex
a. Contractor has familiarized itself with the intended purpose and use of the Materials,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 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 Materials and/or Services shall not relieve Contractor of any of its responsibilities.
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. This paragraph shall survive
termination of this Agreement.
f. Contractor hereby represents and warrants that the Materials will be new and will perform the
Services in a good and workmanlike manner and guarantees all Work against defects in materials or workmanship
for a period of one(1)year from the date the Work is accepted by County,or such longer period as may be provided
by the law or as otherwise agreed to by the parties.
g. All guarantees and warranties of Materials furnished to Contractor or any subcontractor by any
manufacturer or supplier are for the benefit of County. If any manufacturer or supplier of any Materials furnishes a
guarantee or warrantee for a period longer than one(1)year,then Contractor's guarantee or warrantee shall extend
for a like period as to such Materials.
h. Contractor warrants that title to all Work and Materials shall pass to County either by
incorporation into the Property or upon receipt by Contractor of payment from County(whichever occurs first)free
and clear of all liens,claims,security interests or encumbrances. Contractor further warrants that Contractor(or any
other person performing Work)purchased all Materials free and clear of all liens,claims,security interests or
encumbrances.Notwithstanding the foregoing,Contractor assumes all risk of loss with respect to the Materials until
the Materials is installed and County has inspected and approved the same. Any warranty shall survive termination
of this agreement.
i. Within a reasonable time after receipt of written notice,Contractor shall correct at its own
expense,without cost to County,and without interruption to County:
i. Any defects in materials or workmanship which existed prior to or during the period of
any guarantee or warranty provided in this Agreement;and
ii. Any damage to any other Work or property caused by such defects or the repairing of
such defects.
5
G:\MAINTENANCE\ECB\ECR Cushions\Drapery Shoppe Agreement FINAL.docx
j. Guarantees and warranties shall not be construed to modify or limit any rights or actions County
may otherwise have against Contractor in law or in equity.
k. 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.
1. 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.
m. 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.
n. 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.
o. 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.
p. 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.
q. 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.
r. The invalidity,illegality or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision hereof.
s. 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.
t. 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.
As used in this Section 15,the term undocumented individual will refer to those individuals from foreign countries
not legally within the United States as set forth in C.R.S. 8-17.5-101,et.seq. If Contractor has any employees or
subcontractors,Contractor shall comply with C.R.S. 8-17.5-101,et.seq.,and this Agreement. By execution of this
Agreement,Contractor certifies that it does not knowingly employ or contract with an undocumented individual
who will perform under this Agreement and that Contractor will participate in the E-verify Program or other
6
G:\MAINTENANCE\ECB\ECR CushionslDrapery Shoppe Agreement FINAL.docx
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 undocumented individual 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 undocumented individual 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/sc 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 undocumented individual,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 undocumented individual;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 undocumented individual; 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 undocumented individual.
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.
7
G:\MAINTENANCEIECB\ECR Cushions\Drapery Shoppe Agreement FINAL.docx
[REST OF PAGE INTENTIONALLY LEFT BLANK]
8
G:\MAINTENANCEIECB\ECR Cushions\Drapery Shoppe Agreement FINAL.docx
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: i �1
Keith P.Montag,County Manager
CONTRACTOR:
THE CUSTOM DRAPERY SHOPPE
By: �C If_ cad S
Print Name: Vey ,4,i,j P,47-09i62,0 S
Title: df,O (i
9
G:\MAINTENANCE\ECB,ECR Cushions\Drapery Shoppe Agreement FINAL.docx
The Custom Drapery Shoppe
The Custom Drapery Shoppe Invoice
PO Box 1743
Edwards,CO 81632-1743 Date Invoice No.
(970)376-6935 07110/2014 1118
draperiesbymaryann@gmail.com Terms Due Date
wwa draperiesvail.com Net 1S 07125/2014
Bill To
Attention:
Facility Management Depart.
Amount Due Enclosed
59,793.50
Memo,dctuch mp portion and mum wilt you'ptgmzi%t.
Service Activity _ Quantity Rate _ Amount
Services •20 Bench Cushions/New Foam&Fabric 1 0.00 0.00
products •Fabric-Modern 3/Sync:Stormy Weather 80 4150 3,400.001
Fabrication •20 Beaches 1 5,900.00 5,900.001
Shipping •Fabric 1 75.00 75.00
•
•
•
•
•
This is your total estimate-a Deposit of$5000.00 is requested on acceptance. SubTotal 59,375.00
Thank you, Maiy Ann Richards
Tax(4.5%) ex$44,840.1
Total 140934/
EXH m�T'
41 t►°
