HomeMy WebLinkAboutC15-267 Paller & Girard, Inc. AgreementAGREEMENT FOR ON -CALL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND PALLER & GIRARD, INC. 2:��day THIS AGREEMENT ( "Agreement ") is effective as of the of 2015 by and between Paller and Girard, Inc., a Colorado corporation (hereinafter "Contractor ") and Eagle County, Colorado, a body corporate and politic (hereinafter "County"). RECITALS WHEREAS, County desires to contract for on -call or as needed noxious weed control services along roads and rights of ways throughout Eagle County (the "Property" or "Properties "); 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 on -call services or work at the rates set forth in Exhibit A and in accordance with a formal proposal for each on -call service to be provided by Contractor and approved by County in writing ( "Services" or "Work "). Exhibit A 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 accordance with the schedule established in each proposal approved by County. If no completion date is specified, 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 Vegetation Management 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 3 V day of November, 2015. 4. Extension or Modification. This Agreement may be extended for up to three additional one year terms upon written agreement of the parties. 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 ch4nge orders, express or implied acceptance of alterations or additions to the Services, and no claim that County h4s 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 �ailure shall result in non - payment for such additional services or work performed. 5. Cr ompensation. County shall compensate Contractor for the performance of the Services in accordance with the e schedule set forth in Exhibit A. Prior to commencement of Services at any Property or Properties, Contractor shall first provide County with a written estimate which shall include an estimate of the labor, materials without any mark up and any additional costs necessary to perform the Services at a particular Property or Propertie . Each estimate must be approved by County's Representative prior to commencement of the Services by Contractok and all rates shall be in accordance with the fee schedule set forth in Exhibit A. Total compensation for all Services under this Agreement shall not exceed $25,000.00. 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. 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. bV. 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 pa3 ment 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. 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 obligation 3 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. bcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular teputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the perfordiance 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 perform the Services during the performance of this Agreement and no personnel to whom County ha3 an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each subcontra tor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be 2 Eagle County On -Call General Services final 5/14 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. 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 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 3 Eagle County On -Call General Services final 5/14 any perfcrtnance or nonperformance by Contractor or any of its subcontractors hereunder; and Contractor shall reimbursk County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with inve tigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to dlaims 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. N2tice. 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: Scott Griffin 500 Broadway Post Offloe Box 850 Eagle, CO 81631 Telephon$: 970-328-3553 Facsimilet 970 - 328 -8788 E-Mail:scott.griffin@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: Paller & Girard, Inc. P.O. Box 1058 Eagle Co. ''81631 tagirard @gmail.com 11. Termination. County may terminate this Agreement, in whole or in part, at any time and for any reason, with or wi hout cause, and without penalty therefor with seven (7) calendar days' prior written notice to the Contracto . Upon termination of this Agreement, Contractor shall immediately provide County with all documents 4 Eagle County On -Call General Services final 5/14 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 or Properties, 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 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 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 5 Eagle County On -Call General Services final 5/14 between County and Contractor except that of independent contractor. Contractor shall have no authority to bind County. b. 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. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respectiv 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 r 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. 15. ftohibitions on Government Contracts. As used in this Section 15, the term undocumented individual will refer to those individuals from foreign countries trot legally within the United States as set forth in C.R.S. 8- 17.5 -101, et. seq. If Contractor has any employee 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 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. Contractor shall not: 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. 6 Eagle County On -Call General Services final 5/14 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 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. [REST OF PAGE INTENTIONALLY LEFT BLANK] 7 Eagle County On -Call General Services final 5/14 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: f� Brent McFallZ4� M ager PALLER &�GIRARD, INC.: f By: �_J z c Print Name: X , 6 r,,0, 4 t, Title: S Eagle County On -Call General Services final 5/14 EXHIBIT A SCOPE OF WORK & FEE SCHEDULE Upon acceptance of this proposal Contractor will be available, upon one (1) week's notice by County, through the growing season (effective date of contract through November 31 st , 2015) to respond to areas within Eagle County that the Eagle County Weed Manager has selected and in accordance with instructions provided by the Weed Manager, Contractor will properly apply at the label recommended rate ( or rates directed by the Manager) the herbicides provide by Eagle County to noxious weeds. A Colorado Department of Agriculture approved application record shall be completed daily by Contractor and provided to the Weed Manager by Friday at 5pm of each week that work is completed. Contractor is responsible for maintaining all required licensing and documents to legally apply herbicides in Eagle County. Safety signage will only be provided by Eagle County Weed and Pest for secondary road and Rail Road staging areas. River and or ditch water are not to be used when mixing herbicides for Eagle County, only clear and clean water shall be used for product mixing and will be provided by Contractor. Prior to operations Contractor shall provide a signed document stating the date, time and percentages of output for each piece of equipment they intend to use that show proper calibration per the Colorado Department of Agriculture guidelines. A copy of Current and valid Colorado Department of Agriculture or compact state issued license must be provided prior to operations. Contractors shall maintain cellular contact capabilities with the County Weed Manager during any spraying operations conducted for the County unless previously discussed and agreed upon. Contractor will be applying herbicides to roadside and railroad right of way noxious weeds throughout Eagle County on uneven and potentially hazardous terrain at the rate of $75.00 per hour. The areas of concentration will be varied and selected on an as needed basis for weed control along US Highway 6 from mile marker 133 to mile marker 171, Highway 131 from Wolcott to State Bridge, Highway 24 from the Dowd junction interchange at I- 70 to mile marker 162 and the UPRR right of ways from Gypsum through Camp Hale. Contractor will be responsible for the proper application of herbicides to designated noxious weeds per the label requirements and as directed by the County Weed Manager. Contractor is responsible for providing: 1. Modern and recently calibrated equipment in good working condition. 2. Clean water for chemical preparation and mixing. 3. Daily activity reports and weekly application sheets. 9 Eagle County On -Call General Services final 5/14 EXHIBIT B INSURANCE CERTIFICATES 10 Eagle County On -Call General Services final 5/14 ACQRp PALLE -1 OP ID: LM CERTIFICATE OF LIABILITY INSURANCE DATE(MM /DD/YYY`) 06/19/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Buren Insurance Group, Inc -4 NAME: Lynne Moore 585 South Front St Suite 200 PHONE - 942 /C Columbus, OH 43215 c No, A/C No: 614 - 942 -1227 Lynne Moore ADDRESS: Lynne .Moore @bureinsurancegroup.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A.. CNA Insurance Company 35289 INSURED Paller & Girard Inc PO Box 1058 INSURER B: Eagle, CO 81631 INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR L U POLICY EFF POLICY EXP LTR TYPE OF INSURANCE POLICY NUMBER MM /DD/YYYY MM /DD LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,00 CLAIMS -MADE Al OCCUR 2077558149 03/22/2015 03/22/2016 PREMISES Ea occurrence $ 100,00 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,00 GEN'L AGGREGATE LIMIT APPLIES PER POLICY PRO_ JECT LOC GENERAL AGGREGATE $ 2,000,00 PRODUCTS - COMP /OP AGG $ 2,000,00 OTHER. AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT A X Ea accident $ 1,000,00 ANY AUTO 2077558197 03/22/2015 03/22/2016 BODILY INJURY (Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ HIREDAUTOS NON -OWNED AUTOS PROPERTY DAMAGE $ Per accident UMBRELLA LIAR OCCUR EXCESS LIAR CLAIMS -MADE EACH OCCURRENCE $ DED RETENTION$ AGGREGATE $ WORKERS COMPENSATION $ AND EMPLOYERS' LIABILITY PER OTH- STATUTE ER ANY PROPRIETOR /PARTNER /EXECUTIVE Y / N E.L. EACH ACCIDENT $ (Mandatory in NH) If yes, describe under E.L. DISEASE - EA EMPLOYEE $ DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Eagle County Government is listed as an Additional Insured CERTIFICATE HOLDER CANCELLATION EAGLECO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Eagle County Government ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 239 500 Broadway AUTHORIZED REPRESENTATIVE Eagle, CO 81631 © 1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD