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HomeMy WebLinkAboutC19-361 Straight Stripe PaintingAGREEMENT FOR CONSTRUCTION BETWEEN
EAGLE COUNTY, COLORADO
AND
STRAIGHT STRIPE PAINTING, INC.
THIS AGREEMENT (“Agreement”) is effective as of ________________________, by and
between Straight Stripe Painting, Inc. (hereinafter “Contractor”) and Eagle County, Colorado, a
body corporate and politic (hereinafter “Owner”).
RECITALS
WHEREAS, Owner desires to contract with Contractor for Runway Pavement Maintenance; and
WHEREAS, Eagle County solicited an Invitation for Bid for Jviation Project No. EGE LOC 19-01
dated July 30, 2019, which is incorporated herein by this reference, which complied with federal
guidelines for the Runway Pavement Maintenance using state and/or federal grant dollars (the
“Solicitation”). A copy of the Solicitation is attached hereto as Exhibit A and incorporated herein
by this reference; and
WHEREAS, Contractor submitted a proposal on August 14, 2019 (the “Proposal,” a copy of which
is attached hereto as Exhibit B and incorporated herein by this reference) and was chosen as the
successful respondent to the Invitation for Bid for the Project; 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 construction and/or materials as set forth below
in Section 1 hereof; and
WHEREAS, this Agreement shall govern the relationship between Contractor and Owner in
connection with the construction and/or materials.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor
and Owner agree as follows:
1. Construction. Contractor agrees to furnish labor and procure the materials, equipment, and
products needed to perform all the work necessary to complete the project as described in
Exhibit B which is attached hereto and incorporated herein by reference. The construction
shall be provided in accordance with the provisions and conditions of this Agreement.
a. The Contractor agrees to commence work within ten (10) calendar days after the receipt
of a Notice to Proceed. Extensions of the Contract Time may only be permitted by
written execution of a formal modification to this Agreement as approved by the Owner.
b. This Agreement shall include “Contract Documents” as the same as defined in
Paragraph 10-16, and 10-67 in Section 10 of the General Provisions of the Solicitation
and consisting of the Plans, Invitation for Bid, Instruction to Bidders, all issued
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10/22/2019
Addenda, Proposal, Statement of Qualifications, Anticipated Sub-Contracts, Form of
Proposal Guaranty, Notice of Award, Contract Agreement, Bonds, Notice to Proceed,
Notice of Contractor’s Settlement, General Provisions, Special Provisions, Technical
Specifications, attached appendices and all documents incorporated by reference. Said
“Contract Documents” are made a part of the Agreement as if set out at length herein.
The Contract Documents may only be altered, amended, or repealed by written
amendment as outlined by Section 4 of this Agreement. The intent of the Contract
Documents is to include all items, components and services necessary for the
construction of the project. The Contract Documents are complementary, and what is
required by any one shall be as binding as if required by all. Words and abbreviations
which have well known technical or trade meanings are used in the Contract Documents
in accordance with such recognized meanings. If there is a conflict between terms in this
Agreement and the Contract Documents, the Contract Documents shall control.
c. Owner shall have the right to inspect all construction per Section 50 of the Contract
Documents. Inspection and acceptance shall not be unreasonably delayed or refused.
d. LIQUIDATED DAMAGES. Owner and Contractor recognize that time is of the
essence with regard to the performance of services under this Agreement and that
Owner expects Contractor to complete construction within the Contract Time. Owner
and Contractor also recognize the delays, expense, and difficulties involved in proving a
legal or arbitration preceding the actual loss suffered by Owner if the construction is not
complete within the Contract Time. Accordingly, instead of requiring such proof, Owner
and Contractor agree that as liquidated damages (but not as a penalty) for delay beyond
the Completion Date, Contractor shall pay Owner as identified in Section 80-08 for each
day that expires after the Completion Date until the construction is complete. Further,
liquidated damages described in Division 4, Section 80-08 and Division 5, Special
Provisions Part A, Item 17, also apply to this project.
2. Owner’s Representative. The Eagle County’s designee per Section 9 of this Agreement shall
be Contractor’s contact with respect to this Agreement.
3. Term of the Agreement. This Agreement shall commence upon the date first written above,
and subject to the provisions of Section 10 hereof, shall continue in full force and effect
through the terms outlined in Section 1a of this Agreement.
4. Extension or Modification. Any amendments or modifications to the Contract Documents
shall be in writing signed by both parties. Accordingly, no course of conduct or dealings
between the parties, nor verbal change orders, express or implied acceptance of alterations or
additions to the construction, and no claim that Owner has been unjustly enriched by any
construction, 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 Owner for such additional construction is not timely executed and
issued in strict accordance with this Agreement, Contractor’s rights with respect to such
additional construction shall be deemed waived and such failure shall result in non-payment
for such additional construction.
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5. Compensation. Owner shall compensate Contractor for the construction in a sum computed
and payable as set forth in Exhibit B. The compensation for the construction under this
Agreement shall not exceed $545,045.00.
a. Partial payment will be made for construction and accepted by Owner within thirty (30)
days of receipt of a proper and accurate invoice from Contractor. 10% retainage shall be
held until final acceptance of the construction pursuant to the Contract Documents. All
invoices shall include detail regarding the construction and such other detail as Owner
may request.
b. If, at any time during the term or after termination or expiration of this Agreement,
Owner reasonably determines that any payment made by Owner to Contractor was
improper because the construction for which payment was made was not provided as set
forth in this Agreement, then upon written notice of such determination and request for
reimbursement from Owner, Contractor shall forthwith return such payment(s) to
Owner. Upon termination or expiration of this Agreement, unexpended funds advanced
by Owner, if any, shall forthwith be returned to Owner.
c. Notwithstanding anything to the contrary in the Contract Documents the Contractor
hereby acknowledges and agrees that Owner’s performance under the contract is subject
to receipt of funds and further is subject to annual appropriation by Owner in
accordance with a budget adopted by Eagle County Board of County Commissioners in
compliance with the provisions of 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). Owner may issue multiple
Notice(s) to Proceed in incremental stages as funding becomes available.
6. Insurance. The Contractor shall pay for and maintain during the life of this contract adequate
Workmen's Compensation, Public Liability and Property Damage Insurance. The Contractor
is charged with the responsibility for adequate and proper coverage for all his subcontract
operations. Contractor shall furnish to the Owner satisfactory proof of carriage of the
insurance required. Public Liability Insurance shall be in the amount of not less than
$2,000,000.00 for injuries, including accidental death, to any one person, nor less than
$2,000,000.00 on account of any one accident. Property Damage Insurance shall be carried in
an amount not less than $2,000,000.00. Such Liability Insurance shall include completed
operation coverage.
a. Contractor shall maintain the foregoing coverage in effect until the work is completed
and all applicable statutes of limitations have run.
b. All policies must contain an endorsement affording an unqualified thirty (30) days’ notice
of cancellation of coverage.
c. All policies must be written by insurance companies whose rating in the most recent
Best’s rating guide is not less than A-(VII).
d. Certificates of Insurance with the required endorsements evidencing the coverage and
naming the Owner as Additional Insured must be delivered to the County prior to
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commencement of any work under this Agreement. Notwithstanding any other
provision hereof, the Contractor shall provide the County a complete copy of any policy
of insurance required hereunder within five (5) business days of a written request from
the County, and hereby authorizes the Contractor’s brokers, without further notice to or
authorization by the Contractor, to immediately comply with any written request of the
County for a complete copy of any policy required hereunder.
e. The general liability insurance policy shall be endorsed as follows:
i. Designated construction project general aggregate limit endorsement, ISO GC
2503 or equivalent;
ii. Automatic Additional Insured Endorsement, Owners, Lessees or Contractors, ISO
Form 2038 or equivalent;
iii. Additional Insured – Completed Operations Owners, Lessees or Contractors
Endorsement, ISO CG 2037 or equivalent.
iv. The Completed Operations coverage must be kept in effect for up to the statue of
repose after project completion.
f. 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.
g. The insurance provisions of this Agreement shall survive expiration or termination
hereof.
h. A certificate of insurance consistent with the foregoing requirements shall be included in
the Contract Documents and attached hereto as Exhibit C.
7. Indemnification. The Contractor shall indemnify and hold harmless Owner, and any of its
officers, agents and employees against any losses, claims, damages or liabilities for which
Owner 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 Owner for reasonable attorney fees and costs, legal and other expenses incurred by
Owner 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 Owner to the
extent that Owner is liable to such third party for such claims without regard to the
involvement of the Contractor. This Section shall survive expiration or termination hereof.
8. Documents. Contractor shall provide copies of any instruction or operations manuals and
shall further provide copies of any manufacturers warranties associated with the construction
as required by the Contract Documents.
9. 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
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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 Section by
giving five (5) days prior written notice of such change to the other party.
OWNER:
Eagle County, Colorado
Attention: Jeff Shroll
500 Broadway
Post Office Box 850
Eagle, CO 81631
Telephone: 970-328-8604
Facsimile: 970-328-8899
E-mail: Jeff.Shroll@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:
Straight Stripe Painting, Inc.
1812 W. Sunset Blvd. #1-525
St. George, UT 84770
Telephone: 435-656-0930
Facsimile: 435-634-0580
KCheever@straightstripe.com
ENGINEER:
Jviation, Inc.
900 S. Broadway
Denver, CO 80209
(303) 524-3030
(303) 524-3031 (fax)
Matt.gilbreath@jviation.com
10. Termination. Owner 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 Owner with all documents as defined in Section 8 hereof, in such format
as Owner shall direct and shall return all Owner owned materials and documents in the
possession of Contractor, if any. Owner shall pay Contractor for construction satisfactorily
inspected and accepted to the date of termination.
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11. 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.
12. 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.
13. Other Contract Requirements and Contractor Representations.
a. Contractor has familiarized itself with the intended purpose and use of the construction
to be provided hereunder, the intended use of such construction by Owner, and with all
local conditions, federal, state and local laws, ordinances, rules and regulations that in
any manner affect cost, progress, or construction.
b. Contractor will make, or cause to be made, examinations, investigations, and tests as he
deems necessary for the performance of this Agreement.
c. The fact that the Owner has accepted or approved the construction shall not relieve
Contractor of any of its responsibilities. Contractor represents and warrants that it has
the expertise and personnel necessary to properly perform the terms of this Agreement.
Contractor shall provide appropriate supervision to its employees to ensure the
performance in accordance with this Agreement. Contractor will provide the
construction in a skillful, professional and competent manner and in accordance with the
standard of care applicable to Contractors supplying similar construction.
d. Contractor warrants merchantability and fitness of the construction for its intended use
and purpose.
e. Contractor hereby represents and warrants that the construction will be new and
guarantees all construction against defects for a period of one (1) year from the date the
construction is accepted by Owner, or such longer period as may be provided by the law
or as otherwise agreed to by the parties.
f. All guarantees and warranties of construction furnished to Contractor by any contractor
or supplier are for the benefit of Owner. If any Contractor or supplier of any
construction 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
construction as more completely detailed in the Contract Documents.
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g. Contractor warrants that title to all construction shall pass to Owner either by
incorporation into the Owner facility or upon receipt by Contractor of payment from
Owner (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) constructed the project free and clear of all liens, claims, security
interests or encumbrances. Notwithstanding the foregoing, Contractor assumes all risk
of loss with respect to the construction until Owner has inspected and approved the
same.
h. Within a reasonable time after receipt of written notice, Contractor shall correct at its
own expense, without cost to Owner, and without interruption to Owner:
i. Any defects in construction which existed prior to or during the period of any
guarantee or warranty provided in this Agreement; and
ii. Any damage to any property caused by such defects or the repairing of such
defects.
i. Guarantees and warranties shall not be construed to modify or limit any rights or actions
Owner may otherwise have against Contractor in law or in equity.
j. 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.
k. This Agreement constitutes an agreement for performance by Contractor as an
independent Contractor and not as an employee of Owner. 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 Owner and
Contractor except that of independent Contractor. Contractor shall have no authority to
bind Owner.
l. Contractor represents and warrants that at all times in the performance of the
Agreement, Contractor shall comply with any and all applicable laws, codes, rules and
regulations.
m. The Contract Documents contain 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.
n. Contractor shall not assign any portion of this Agreement without the prior written
consent of the Owner with the exception of any firms listed in the
“Subcontractor/Supplier List” as submitted with the original bid proposal. Any attempt
to assign this Agreement without such consent shall be void.
o. 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
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Agreement and all rights and obligations hereunder are reserved solely for the parties,
and not to any third party.
p. 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.
q. The invalidity, illegality or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision hereof.
r. The signatories to this Agreement aver to their knowledge no employee of the Owner
has any personal or beneficial interest whatsoever in the construction 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 Agreement and Contractor
shall not employ any person having such known interests.
s. 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.
14. Prohibitions on Government Contracts. As used in this Section 14, the term undocumented
individual will refer to those individuals from foreign countries not legally in 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:
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:
https://www.dhs.gov/how-do-i/verify-employment-eligibility-e-verify
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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 Owner 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 (3) 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, Owner 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 Owner as required by law.
g. Owner will notify the Colorado Secretary of State if Contractor violates this provision
of this Agreement and Owner terminates the Agreement for such breach.
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 BOARD OF COUNTY
COMMISSIONERS
By: ______________________________
Jeanne McQueeney , Chair
Attest:
By: ___________________________
Regina O’Brien, Clerk to the Board
CONTRACTOR:
By:__________________ ______________
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Print Name: _________________ ________
Title: ____________________ __________
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President
Karen Cheever
NOTICE OF AWARD
September 23, 2019
Straight Stripe Painting, Inc.
1812 W. Sunset Blvd. #1-525
St. George, UT 84770
Eagle County, Colorado, having considered the Contract Proposals submitted for improvements to
the Eagle County Regional Airport, Jviation Project No. EGE LOC 19-01, and it appearing that
your Contract Proposal of Five Hundred Forty Five Thousand, Forty Five Dollars and 00/100
Cents ($545,045.00) for the Runway Pavement Maintenance project, Schedules I, II, III, and
IV is fair, equitable and in the best interest of the Eagle County, Colorado and having authorized the
work to be performed, the said Contract Proposal is hereby accepted at the bid prices contained
therein.
In accordance with the terms of the Contract Documents, you are required to execute the formal
Contract Agreement and furnish the required Performance Bond and Payment Bond within 10
consecutive calendar days from and including the date of this notice.
The Bid Bond submitted with your Contract Proposal will be returned upon execution of the
Contract Agreement and the furnishing of the Performance Bond and Payment Bond. In the event
that you should fail to execute the Contract Agreement and furnish the Performance Bond and
Payment Bond, within the time specified, the Bid Bond will be forfeited to the Owner.
As discussed and agreed upon by Straight Stripe Painting and the Eagle County Regional Airport,
this project will be constructed in the Spring of 2020. The unit costs submitted with your bid
proposal shall be honored.
Eagle County, Colorado
By: ___________________________________
Contract Authorized Representative
Josh Miller, Eagle County Construction Manager
Name and Title
______________________________________
Date
Project Managment
Department
Phone: (970) 328-8880
FAX: (970) 328-3539
Eagle County
P.O. Box 850
Eagle, CO 81631
3289 Cooley Mesa Road
Gypsum, CO 81637
9/23/19
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