HomeMy WebLinkAboutC15-110 Ultimate Specialties, LLCAGREEMENT FOR SERVICES
BETWEEN EAGLE COUNTY, COLORADO
AND
ULTIMATE SPECIALTIES, LLC
THIS AGREEMENT ("Agreement") is effective as of the 1 ' day of 20 6 by and between
Ultimate Specialties, LLC a Colorado Limited Liability Company (hereinafter "Contractor") and Eagle County,
Colorado, a body corporate and politic (hereinafter "County").
RECITALS
WHEREAS, the County desires to have maintenance and services performed on components of the Eagle County
Recycle MRF from time to time and on an as needed basis (the "Project") located at 605 Ute Creek Road, Wolcott,
CO 81655 (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 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 procure the materials, equipment and/or products ("Equipment")
necessary from time to time for the Project and 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
("Services" or "Work") and in accordance with a formal proposal for each on-call service to be provided by
Contractor and approved by County Representative 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 Equipment and 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. In the event of any conflict or inconsistency between the terms and conditions set forth in any proposal
provided by Contractor and the terms and conditions set forth in this Agreement, the terms and conditions set forth
in this Agreement and rates set forth in Exhibit A shall prevail.
C. County shall have the right to inspect all Equipment to be provided by Contractor in connection
with any proposal. Inspection and acceptance shall not be unreasonably delayed or refused. In the event County
does not accept the Equipment for any reason in its sole discretion, then Contractor shall upon County's request and
at no charge to County:
i. take the Equipment back:
ii. exchange the Equipment; or
iii. repair the Equipment.
2. County's Representative. The Solid Waste and Recycling 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 31st day of December,
2015.
4. Extension or Modification. This Agreement may be extended for up to three additional one year terms
upon the same terms and conditions as are set forth herein. Such extension shall be documented by 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 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 Equipment and performance of the Services in
accordance with the fee schedule set forth in Exhibit A. Prior to commencement of any services or providing any
Equipment, Contractor shall first provide County with a written proposal which shall include a summary of the
labor, Equipment without markup, and any additional costs necessary to perform the Services. Each proposal must
be approved by County's Representative prior to commencement of the Services or installation of Equipment by
Contractor and all rates shall be in accordance with the fee schedule set forth in Exhibit A. Total compensation for
all Equipment and Services under this Agreement shall not exceed $50,000. 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 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.
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Eagle County Landfill General Services Final 5/14
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. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the
particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for
the performance of any of the Services or additional services without County's prior written consent, which may be
withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all
personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom
County has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each
subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be
bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and
responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not
the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and
Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its
agents, employees and subcontractors.
7. Insurance. Contractor agrees to provide and maintain at Contractor's sole cost and expense, the following
insurance coverage with limits of liability not less than those stated below:
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.
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.
hereof.
iii. The insurance provisions of this Agreement shall survive expiration or termination
Eagle County Landfill General Services Final 5/14
iv. The parties hereto understand and agree that the County is relying on, and does
not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and
protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise
available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and
volunteers.
V. Contractor is not entitled to workers' compensation benefits except as
provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage
is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax
on any moneys paid pursuant to this Agreement.
8. Indemnification. The Contractor shall indemnify and hold harmless County, and any of its officers, agents
and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as
any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon
any performance or nonperformance by Contractor its employees, agents 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
Equipment 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 Equipment.
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 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: Ken Whitehead
815 Ute Creek Rd
Post Office Box 473
Eagle, CO 81631
Telephone: 970-328-3465
Facsimile: 970-328-3466
E -Mail: Ken.Whitehead@eaglecounty.us
With a copy to:
Eagle County Attorney
500 Broadway
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Eagle County Landfill General Services Final 5/14
Post Office Box 850
Eagle, Co 81631
Telephone: 970-328-8685
Facsimile: 970-328-8699
E -Mail: atty@eaglecounty.us
CONTRACTOR:
Ultimate Specialties
Attention: Dan Alsop
Post Office Box 740637
Arvada, CO 80006
Telephone: 303-408-5312
Facsimile: 303-904-1330
E-mail: dan@ultimatespecialtiesllc.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. 2471.3-101 to 121.
14. Other Contract Reauirements and Contractor Representations.
a. Contractor has familiarized itself with the nature and extent of the Services to be provided
hereunder and the Property, and with all local conditions, federal, state and local laws, ordinances, rules and
regulations that in any manner affect cost, progress, or performance of the Services.
b. Contractor will make, or cause to be made, examinations, investigations, and tests as he deems
necessary for the performance of the Services.
C. To the extent possible, Contractor has correlated the results of such observations, examinations,
investigations, tests, reports, and data with the terms and conditions of this Agreement.
d. To the extent possible, Contractor has given County written notice of all conflicts, errors, or
discrepancies.
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Eagle County Landfill General Services Final 5/14
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 Equipment 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 Equipment furnished to Contractor or any subcontractor by any
manufacturer or supplier are for the benefit of County. If any manufacturer or supplier of any Equipment 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 Equipment.
h. Contractor warrants that title to all Work and Equipment 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 Equipment free and clear of all liens, claims, security interests or
encumbrances. Notwithstanding the foregoing, Contractor assumes all risk of loss with respect to the Equipment
until the Equipment is installed and County has inspected and approved the same.
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.
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.
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Eagle County Landfill General Services Final 5114
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. 2476.5-103 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
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:
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
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Eagle County Landfill General Services Final 5/14
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.sovlxt)revprot/r)rocrams/ac 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.
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Eagle County Landfill 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 I BOAR",F COUNTY COMN E SIONERS
i By: "
• Kathy Chandl Henry, Chairman
Attest: SP
By: Pp. ia4.�lvi
Teak J. Simonton, Clerk to the Board
CONTRACTOR ti Specialties, LLC
By:
Print Name:
Title:
Rzs"'J ". 4-
9
Eagle County Landfill General Services Final 5/14
EXHIBIT A
SCOPE OF SERVICES, SCHEDULE, FEES
10
Eagle County Landfill General Services Final 5/14
P• ox 740637
CO :tip.
Name I Address
Eagle County Landfill
PO Box 453
Wolcott, CO 81655
Ship To
Eagle County Landfill
815 Ute creek Rd
Wolcott, CO 81655
Proposal
Date
Estimate #
2/2/2015
P5120
MFG
Model #
Serial #
Project
Terms
Rep
Exp. Date
Machinex/Excel
NA
NA
Due on receipt
DA
Per Contract
Description
Qty
Rate
Total
The charges for the Annual or Semi Annual Preventive Maintenance inspection for the Eagle
County Sorting System and Excel Baler are $1225.00 Per visit
and does not include parts. The Customer will receive a comprehensive report from the Inspection
along with estimated costs for recommended repairs.
Ultimate Specialties will respond to machine break down calls by the next day when practical after
receiving a phone call or e-mail from the customer stating the machine is broke down or unusable.
Rates are as Follows
*Minimum Service Call $590.40 (included travel and mileage)
*Rate per Hour $79 regular hour
*Overtime hours are billed at $102.00 per hour, after 5:00 P.M., Holidays and Weekends.
*Mileage charges after the first 25 miles $0.60 per mile (included in the minimum Service call cost)
Ultimate Specialties. provides Equipment Sales and Service for waste and recycling equipment
including MRF equipment.
Ultimate Specialties is now proud to offer all Wastequip Equipment as the Colorado Dealer as well
as service and preventive maintenance.
Please Note that Excel MFG is no longer using dealers and all Excel parts must be purchased by the
machine owner.
Government Sales Tax
0.000/0
0.00
Acceptance Signature Date
Total $0.00
Printed Name Title
Phone #
Fax #
E-mail
Web Site
303-408-5312
303-940-1330
dan@ultimatespecialtiesllc.com
ultimatespecialtieslic.com
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Eagle County Landfill General Services Final 5/14