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Home My WebLink AboutC16-236 Momentum Trail Concepts LLCAGREEMENT FOR SERVICES BETWEEN EAGLE COI.INTY, COLORADO AND MOMENTUM TRAIL CONCEPTS, LLC ^ Jr')THIS AGREEMENT ("Agreement") is effective as of the 'LS aar of )vE ,20l6by and between Momentum Trail Concepts, LLC, a Colorado Limited Liability Corporation (hereinafter "Contractor") and Eagle County, Colorado, a body corporate and politic (hereinafter "County''). RECITALS WHEREAS, County is the owner of real property known as the Homestead L Open Space located off Cameron Drive in the Homestead Community south of Edwards, CO (the "Property''); and WHEREAS, County desires to contract with Contractor for trail restoration and alignment work (the "Project") as set forth herein; 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 I hereof; and WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: 1. Services or Work. Contractor agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the services or work described in Exhibit A ("Services" or "Work") which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement and in accordance with the schedule established in Exhibit A but in no event later than October 3l , 2016. 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. Countv's Representative. The Open Space Department's designee shall be Contractor's contact with respect to this Agreement and performance of the Services. 3. Term of the Asreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph I I hereof, shall continue in fulI force and effect through the 3lst day of October,2016 and applicable warranty period. 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 writingsilne0'hjibTtil p t...lit-4;) .,nh, comr,nissl3.C16-236 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 ofalterations 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 a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $21.500. 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. 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 Countv. 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 3 I 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 Govemment Budget Law (C.R.S. 29-l-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. z Eagle County General Services Final 5/14 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 oflnsurance. r. Workers' Compensation insurance as required by law. ii. Contractor's members each maintain their own auto coverage and will only use their . vehicles to get to and from the job site in connection with this Project. iii. Commercial General Liability coverage to include premises and operations, personaVadvertising injury, products/completed operations, broad form property damage with limits of liability not less than $ 1,000,000 per occurrence and $ I ,000,000 aggregate limits. b. Other Requirements. i. The commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit B. ii. Contractor's certificates 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. 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 indemni$ and hold harmless County, and any of its offrcers, 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 ofits 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. 3 Eagle County General Services Final 5/14 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, fust 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 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: Toby Sprunk, Open Space Director 500 Broadway Post OfIice Box 850 Eagle, CO 8 163 I Telephone: 97 0 -328 -869 8 E-Mail: toby. sprunk@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 E-Mail : atty @eaglec ounty. us CONTRACTOR: Matt Thompson, Co-owner Momentum Trail Concepts, LLC P.O. Box 3368 Eagle, CO 8 163 I Telephone: 303-883-3878 E-Mail: matt@momentumtrail.com 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 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 thereo{ 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. 4 Eagle County General Services Final 5/14 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 Agreemenl (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 Acq C.R.S. 24-71.3-l0l to l2I. 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, enors, 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 hereby represents and warrants that the Services will be performed in a good and workmanlike manner and guarantees all Services against defects in materials and workmanship for a period of two (2) year(s) from the date the Services are accepted by the 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, if any, used in performance of the Services and 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 (l) year, then Contractor's guarantee or warrantee shall extend for a like period as to such materials. h. Contractor warrants that title to the Services 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 Services) 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 are installed and County has inspected and approved the same. 5 Eagle County General Services Final 5/14 i. Within a reasonable time after receipt of written notice, Contractor shall correct at its own expense, without cost to County, and without intemrption 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. j. Guarantees and warranties shall not be construed to modiS 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. l. 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, parbrership, 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 ofany 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 ( I 8) 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 6 Eagle County General Services Final 5/14 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-veri$ Program or other Department of Labor and Employment program ("Department Program") in order to confirm the etigibility 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.sov/xprevprot/proerams/sc 118522 j.678 j.50.shtm c. Contractor shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening ofjob applicants while the public oontract 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. Notifu 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 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 Employrnent 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). Eagle County General Services Final 5/14 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. C. County will noti$ the Colorado Secretary of State if Contractor violates this provision of this Agreement and County terminates the Agreement for such breach. IREST OF PAGE INTENTIONALLY LEFT BL"ANKJ 8 Eagle County General Services Final 5/14 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. By: COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its coUNTY MANAGER 9 Eagle County General Services Final 5/14 all, County Manager mentum Trail Concepts, LLC Print Name: EXHIBIT A SCOPE OF SERVICES. SCHEDULE. FEES 10 Eagle County General Services Final 5/14 momentum TRAIL CONCEPTS Trail Construction/Restoration Estimate prepared for WM BA/Eagle County Open Space Overview - Momentum Trail Concepts proposes to modifl7 trails located in the Homestead L Open Space. We recommend doing the following: close and reclaim approximately 2,500 linear feet of trail from the main trailhead to the plateau. Currently this trail is on an unsustainable alignment, promoting erosion from runoff and providing a disinteresting trail experience by essentially going straight up the fall line. construction of approximately 5000 linear feet of sustainable singletrack trail to replace the above trail alignment. This new trail on a 4-5o/o grade would help make the open space parcel more attractive to users by offering a less vigorous option right out of the parking lot. Visual appeal would improve as well, as it would blend into the surrounding environment better than a straight line up the hill. Proposed Construction Specifications - Trails constructed for this project will average between 24-36 inches in width. Soil and vegetation will be cleared from the trail, exposing mineral soil underneath. Except where noted, tread will require a minimal 5% outslope to facilitate drainage, along with the wide dispersal of removed soil onto downhill side. Final preparation of trail will involve the smoothing and/or compaction of exposed mineral soil to a reasonable standard. Exposed roots and stone need not be removed, Further stone may be used to denote trail line and corral users onto correct trail line. Where necessary, constructed trail will be used in conjunction with full bench construction or other recognized trail construction techniques dependent on slope and ground conditions. Work Schedule and Costs - Momentum Trail Concepts estimates these tasks willtake 21 days to complete. We would be available to complete this work in the summer/fall of 2016, with a guaranteed finish date of October 30, 2016. We bid the construction work for this project at $4 per linear foot of trail, a discounted price we'd like to offer as a good faith gesture to a new client in Eagle County Open Space. Momentum Trail Concepts will be responsible for providing all construction implements and tools to complete this work. Our bid price for this work totals $21,500, including design fees and construction. Below is a breakdown on an itemized basis, should ECOSA/VMBA decide to contract us for a la carte services. o Trailhead to plateau trail construction - $20,000o Reclamation of trailhead to plateau trail - $1,000 We humbly submit this proposal for your consideration. Thank you in advance. Sincerely, Matt Thompson, co-owner Momentum Trail Concepts, llc PO Box 3368 Eagle, CO 81631 EXHIBIT B TNSURANCE CERTIFICATE ll Eagle County General Services Final 5/14 .fr\THOMPSMAOI VSTAGNER CERTIFICATE OF LIABILITY INSURANCE.ACORD"oATE liil/DD/vYYYt 6132015 THIS CERNF|CATS IS:SSUED AS A iIATTER OF INFORT{ANON OI{LYAI{DCOXFERSNORIGHTSUPOT{THECERNFrcATEHOLDERTHIS CERNHCATE DOES ilOT A'FIRilATIVELY OR T{EGATIVELY AilEilD, EXTEiID OR ALTER THE COVERAGE AFFORDED BYfiEPoL|c|ES BELOW. THIS CERnFICATF OF |NSURAT{CE DOES NOT COilSnTUTE A CONTRACT BETWEEN THEISSU|NGr{SURER{S},AUTHOR|ZED REPRESET{TATIVE OR PR,ODUCER" AND THE CERTIFICATE HOLDER IMPORTANT: f the cortmcaF holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. tf SUBROGATION lS WAIVED, subiect to the brms and condiUons of the policy, csrtain policies may require an endorcgment A statement on thas cortiffcab does not confer rights to the csnificate holder in lleu of such endorgsmenfls), PRODI'C€R Torm and Coumry Insuran@, Inc. - Kremmling PO Box 1060 1116 E. ParkAve. Krcmmllng, CO 80'[59 iXIEf"' Valerie Staqner ifff,.eo,,(970) 72l+{505 lli6-*,, (970) 724{5{17 iffibss, inf@tcins.net INSURERIS} AFFORDII{G COVERAGE NAIC T 1ilsrrREx1, EsEx lnsurance comoanv IHS{'REO ilomenhm Traal Concepts LLC 3825 Eliot Str€et Derwer, CO 80201 ITISURER B : rl{suRER c : IiISURER E: INSURER F : COVERAGES REVISION NUMBER: TI{IS IS TO CERTIFY THAT THE FOLICIES OF INSURANCE LISTED SELOW HAVE BEEN ISSUED TO fiE INSURED NAMED ABO\€ FOR THE POLICY PERIOO INgICATED, NOTWITHSTANOING ANY REQUIREMENI TERM OR CONDMON OF ANY CONTRACTOROTHERDOCUMENTI'VITHRESPECTTO\A'}IICHTHIS CERNFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFOROED BY THE POLICIES DESCRIBED HEREINISSUBJECTTOALLTHETERi'S. E(CLUSIONSAND CONDMONS OF SUCH POLICIES. LIMITS SHOV\/I\I UAY HAVE BEEN REDUCED SY PAIO CI-AIMS. COI||UERCIAL GENERAL LI,AdIITY ctArMs-MAoE lT] o""r^ GEN'L AGER€GATE UMIT AFPLIES PER *',"" f-l ff"oi l-l .-o" AUII}MOBILE LIABIUTY AI.IYAUTO ALLowNED f-l scneouuoAUTOS [-J AUTOS HTREDAUT.' I jffi+btJ t"@OLY ll,|JURY (P€r acdd.rn) OCCUR CLAIMS.MADE EIPLOYERS'IJASIITY Y' N PROPRI ETOR,/PARINER/EXECUTIVE DESCHPTTON Of OP€RAnOlfS , LOCA:!O|€ / VEI{CLES 1ACORD l0l, A.taltmt RaEla Sctndqle, nrt D. :urclst It m "p.o f r"qdr.dl- is under3tood and agrced that tho Certificate Holder is an additional insur€d, but only a3 r$pscfs 'rts lhbility arising out of the ongoing operations of tlre lmed insur€d. E.L. DISEASE. POLICY LIMIT CA}.ICELI.ATION Eagle Gounty Attn: Toby Sprunk Open Space Dir€cbr FO box 179 Eagle, CO 8'1631 SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE EXPIRATIOfl DATE T}IEREOF, NOTICE WILL BE OEL]\'ERED IN ACCOROANCE YYITH THE POLICY PROVISIONS. Lalr; Aa6-/EXHIBTT o 1988-2014 ACORD CORPOM ACORD 25 {2014101, The ACORD name and logo are registered marks of ACORD