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HomeMy WebLinkAboutC16-218 Steammaster Restoration and CleaningACREEMENT FOR SERVICES
BETWEEN EAGLE COLINTY. COLORADO
AND
STEAMMASTER RESTORATTON AND CLEANING, LLC.
ff{h }
THf s AGREIMENT ("Agreement") is effective as of the S_
_ -"_ auv .f .\]kW , 2016 by and between
Steammaster Restoration and Cleaning, LLC, a Cotorado limited liability rorp*tn.reinafter iContractor,,) and
Eagle County, Colorado, a body corporate and politic (hereinafter..County").
RECITALS
WHEREAS' County desires to hire Contractor to clean twetve ( l2) film blinds on site (the ..projecf') located at the
.A,irport Traffic control rorver,2l5 Airport Rd, Gypsurn, co g1637 (the..property"); and
WI{EREAS, 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 I hereof; and
WHEREAS, this Agreement shall govem the relationship between Contractor and County in connection with the
Services.
AGREEMENT
Now' THEREFORE, in consideration of the foregoing and the follorving promises Contractor and County agree as
follows:
I. Services or Work. Contractor agrees to diligently provide all services, labor, personnel and materials
necessary lo 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 no later than June 30, 20 16 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 limely and expeditious manner consistent with the applicabte standard of care. By signing below
Confractor repres€nts that it has the expertise and personnel necessary to properly and timely perform ihe 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
shatl prevail.
2. Countv's Representative. The Airport Department's designee shall be Contractor,s contact with respect to
this Agreement and performance of the Services.
3. Term cf the Agreement. This Agreement shall comnl€nce upon the date first written above, and subject to
the provisions of paragraph I I hereof, shall continue in full force and effect through the 30th day ofJune 20 t 6.
4. Extension or ir4odification. Any amendments or modifications shall be in writing signed by both parties.
No additional services or work performed by Contractor shalt 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. The Eagle County Airport Director shall be authorized to sign change
orders increasing the scope ofwork and associated compensation within the budget constraints set for the project.
Change orders in excess ofthe budgeted amount must be signed and approved by the Board ofCounty
Ergte County Commlssloners' OfficeC16-218
Commissioners. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders,
express or implied acceptance ofalterations or additions to the Services, and no claim that County has been unjustly
enriched by any additional services" whetheror 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 addirional services is not timely executed and issued in strict accordance with this Agreemenq
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. Comoensation. County shall canipensate Contractor for the performance of the Services in a sum
computed and payable as set fonh in Exhibit A. The performance of the Services under this Agreement shall not
exceed $2,640. Contractor shall not be entitled to bill at overtime and/or double time rates for rvork 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, lasks
performed, who performed each task and such other detail as County may request.
b. lf, 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 reinrbursement 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 t&\es from ntonies paid to the Contractor hereunder and Contractor
agrees to be solel-v 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 lhis Agreernent after, nor shall any paym€nts be made to Contractor in respect of any period after
December 3 | ofany 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
Covernment Budget Law (C.R.S. 29-l-l0l 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 ofContractor" Contractor shall not enter into any subcontractor agreements for
the performance of any of the Services or additional services withoul Coungr'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 ofthis Agreement and no personnel to rvhom
County has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each
subcontractor, as approved by County and te the extent ofthe 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 ofthis Agreement against any subcontractor hired by Contractor and
Contractor shall cooperate in such process. Ttre 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, ttre following
insurance coverage with limits of liability not less than those stated below:
2
Eagle County Genenl Semces Frnal 5/14
Types of Insurance.
i. Workers' Compensation insurance as required by law.
ll. 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 $ l ,000,000 per occurence and $ I ,000,000 aggregate limits.
b. Other Requirements.
i- The automobile and commercial general tiability 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 ofinsurance consistent with the foregoing requirements is attached
hereto as Exhibit B.
ii' Contractor's certificates ofinsurance shall include subcontractors, ifany as additional
insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each
subcontractor.
iii.
termination hereof.
The insurance provisions of this Agreement shall survive expiration or
not waive o, int"nluio -.,Jb'#;*[fffiilT:;:::ffi:ij:*il3,il:?j:1:,:n1::j,Tinn*,
"noprotections provided by the Colorado Covernmental lmmunity Act, as from time to time amended, or otherwise
available to Counly, its affitiated 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. Inde mnification' The Contractor shall indemnifr 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 attomey 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 ofthe Services shalt remain the property ofthe County and are to bE
delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement.
3
Eagle County Gcneral Services Final 5/14
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 confirrnation shorving
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 ils address for purposes of this paragraph by giving five (5) days
prior written notice of such change io the other party.
COUNTY:
Eagle County, Colorado
Attentisn: Alex Everman
500 Broadway
Post Office Box 850
Eagle, CO 8163 I
Telephone: 970-328-3578
Facsimile: 97 0-328-2687
E-Mail : Alex"Everrnan@eaglecounty.us
With a copy to:
Eagle County Attnrney
500 Broadway
Post Office Box 850
Eagle, Co 8163 t
Telephone: 970-328-8685
Facsi m ile: 97 0 -328-8699
E-Mail : atty@eaglecounty.us
CONTRACTOR:
STEAMMASTER RESTORATION AND CLEANINC. LLC
Donna Albani
l90l Main Street
PO Box 399
Minturn, CO 81645
Telephone: 970-904-0028
Facsi mile: 97 0-827 -42 | 7
E-Mai | : donna@steammaster.conn
I l. 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 t hereof, in such format as County shall direct and shall return all County olvned materials
and documents. County shall pay Contractor for Services satisfactorily performed to ttre date of termination.
12. Venue. Jurisdiction and Aoplicable 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 forurn for such litigation. This Agreement shall be construed and interpreted under and shall be
governed by the laws of the State of Colorado.
l3' Execution bv Counterparts: Electronic Signatures. This Agreement may be executed in two or more
counlerparts, each of which shall be deemed an original, but all of which shall constitute one and the same
4
Eaglc County Geneml Services Frnal 5l14
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 signaturd 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
efectronic signatures shall be governed by the Uniforun Electronic Transactions Act, C.R.S. 24-713-rc1to l2l.
14.Other Contract Requirqments and Contractor Representation!
a' Contractor has familiarized itself with the nature and extent of the Services to be provided
hereunder and the Property, and rvith all local conditions, federal, state and local laws, ordinances, rules and
regulations that in any manner affect cost,.progress, or performance ofthe Services.
b. Contractor will make, or cause to be made, examinations, investigations, and tests as he deems
necessary for the performance ofthe 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 ofthis Agreement.
d' To the e*ent 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 ofthe 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, professionat 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 shatl 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 sgrees to work in an expeditious manner, rvithin 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, Contraclor
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 undentanding 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
Eagle County Ceneral Servrces Frnal 5/t4
k. This Agreement shall be binding upon and shall inure to the benefit ofthe 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.
l. No failure or delay by either party in the exercise ofany right hereunder shall constitute a waiver
thereof. Nnwaiverofanybreachshallbedeemedawaiverofanyprecedingorsucceedingbreach.
m. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability ofany other provision hereof,
n- The signatories to this Agreement aver to their knowledge no employee of the County has any
personal or bene ficial 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 ofperjury that he or she (i) is a citizen or othenvise lawfully present in the United States pursuant to
federaf law, (ii) to the extent applicable shall comply with C,R.S. 24-76.5-lA3 pri6r to the effective date of this
Agreement..
15. Prohib.tions on Government Contracts.
As used in this Section 15, the term undocumented individual rvill 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. lf 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
Agreemenl, 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 Employr:rent 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:
t' Knowingly employ or contract with an undocumented individual to perform Services
under this Agreement; or
ii. Enter into a subcontract that fails to certiB/ to Contractor that the subcontractor shall not
knowingly employ or confact with an undocumented individual to perform work under the public contract for
services.
b' Contractor has confirmed the employment €ligibility of all employees who are newly hired for
employment to Ferform 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-verifu program can be found at:
iitr;g;ll-w *.rr -rJh:.9o.#rpr r1'p.igUnfff;33g#rg.{*l_l$3:lJl{;7StlL3!gq3
e. Contractor shall not use either the E-verify program or other Department Program procedures lo
undertake pre'employment screening ofjob 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
tn'
6
Eagle County Gencral Services Final 5/l,l
know,edge that thlsubco",:::'3,:T#I"#'::'::J::,:": *il:li'Jr:::.;.:i:r'ffi,ifffontracror
has actuar
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
subcontraclor ifduring 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 esrablished in
c.R.s. 8- 17.5-102(5).
f. lf Contractor violates these prohibitions, County may terminate the Agreement for breach of
conlract. lf 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 larv.
g. County will notiS the Colorado Secretary of Slate if Contractor violates this provision of this
Agreement and County terminates the Agreement for such breach.
IREST OF PAGE INTENTIO;YALLY LEFT BUNKI
7
Eagle County General Serviccs Finat 5/14
lN 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 lts COUNTY MANACER
CONTRACTOR:
STEAMMASTER RESTORATION AND CLEANINC. LLC
f'"{
I
Eagle County General Serviccs Final 5/14
By;
Brent
EXHIBITA
SCOPE OF SERVICES, SCHEDULE, FEES
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ll$$33$33$
ffiW-ffid&MMASTER
Restoration and Cleaning LLC
P.O. Box 399 . Minturn CO 81645
t0$51?-r153 . 970 - 8itr- 5555
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llemc lAddrtss
Eogh Comty Airport
Chis Ardcr$n
P.O. Bo:r E50
Eqgh, CO8163l
Cleaning Estimate
Job Sifr
Figlc Cour{y Ai{porf Tralliq Contnl Am
215 Au1rd nd.
G:prur CO ntelZ
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81590
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Eagle County General Services Final 5/14
EXHIBITB
INSURANCE CERTIFICATE
CERNHCA1E OF LI.ABILITY INSURANCE
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PO Bor 399
Mintum.CO81645
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EDWAROS. CO 81632
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PO Box 850
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Eagle County General Services Final 5/14
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Eagle County, its associated or affliatod entities, its successors and assigns.
elected ofiicials, efiiployess, agents and volunteers ars Additional Insureds
under ihe automobile liabili$ policl of insurance.
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EXHIBIT B
INSURANCE CERTIFICATE
CERTIFICATE OF UABILTTY INSURANCE
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Eagle County General Senices Final 5/14
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EXHIBIT B
INSURANCE CERTIFICATE
CERTIFICATE OF LIABILIW INSURANCE
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Eagle County Ceneral Seryrces Frnal 5114
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