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HomeMy WebLinkAboutC21-418 Road Salt JP TruckingDocuSign Envelope ID: 604C8D8D-86EB-459D-B7E6-D7FA427FB6A8 AGREEMENT FOR ROAD SALT MATERIALS BETWEEN EAGLE COUNTY, COLORADO AND JP TRUCKING, INC THIS AGREEMENT ("Agreement") is effective as of 12/6/2021 by and between JP Trucking, Inc, a Colorado Limited Liability Company (hereinafter "Vendor") and Eagle County, Colorado, a body corporate and politic (hereinafter "County"). RECITALS WHEREAS, County desires to purchase 300 tons of medium road salt material (hereinafter "Road Salt Material" or "Materials") for its various County Roads from Vendor; and WHEREAS, Vendor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Materials as set forth below in Paragraph 1 hereof, and WHEREAS, this Agreement shall govern the relationship between Vendor and County in connection with the procurement of Road Salt Material. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Vendor and County agree as follows: 1. Materials. Vendor agrees to procure and deliver 300 tons of medium road salt material as described in Exhibit A which is attached hereto and incorporated herein by reference. The Materials shall be delivered to the Maintenance Service Center ("MSC") located at 3289 Cooley Mesa Road in Gypsum, CO 81637. The Road Salt Material shall be provided in accordance with the provisions and conditions of this Agreement. a. Vendor agrees to furnish the Road Salt Material no later than December 31, 2021. By signing below, Vendor represents that it has the expertise and personnel necessary to properly and timely provide the Road Salt Material. 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. C. County shall have the right to inspect all Road Salt Material. Inspection and acceptance shall not be unreasonably delayed or refused. In the event County does not accept the Road Salt Material because the Materials do not meet the County's specifications in a material way, then Vendor shall upon County's request and at no charge to County, at Vendor's election either: i. take the Road Salt Material back; or ii. exchange the Road Salt Material. 2. County's Representative. The Road and Bridge Department's designee shall be Vendor's contact with respect to this Agreement. DocuSign Envelope ID: 604C8D8D-86EB-459D-B7E6-D7FA427FB6A8 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of Paragraph 10 and other provisions that may survive termination hereof, shall continue in full force and effect through the 31' day of December, 2021. 4. Extension or Modification. Any amendments or modifications shall be in writing signed by both parties. No additional Materials shall be provided by Vendor unless and until Vendor has obtained written authorization and acknowledgement by County for such additional materials 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 Materials, and no claim that County has been unjustly enriched by any Materials, 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 materials is not timely executed and issued in strict accordance with this Agreement, Vendor's rights with respect to such additional materials shall be deemed waived and such failure shall result in non-payment for such additional materials. 5. Compensation. County shall compensate Vendor for the Materials in a sum computed and payable as set forth in Exhibit A. The compensation under this Agreement shall not exceed Twenty Five Thousand Five Hundred Dollars ($25,500.00). a. Payment will be made for Materials satisfactorily delivered and accepted by County within thirty (30) days of receipt of a proper and accurate invoice from Vendor. All invoices shall include detail regarding the Materials and such other detail as County may reasonably 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 Vendor was improper because the Materials for which payment was made were not provided materially as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Vendor shall forthwith return such payment(s) to County, and County at Vendor's request will return the Materials to Vendor at no cost 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 Vendor hereunder and Vendor 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 Vendor 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. Insurance. Vendor agrees to provide and maintain at Vendor's sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. Workers' Compensation insurance as required by law. 2 Eagle County Materials and Equipment Agreement DocuSign Envelope ID: 604C8D8D-86EB-459D-B7E6-D7FA427FB6A8 ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non -owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $1,000,000 aggregate limits. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit B. ii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iii. 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. iv. Vendor is not entitled to workers' compensation benefits except as provided by the Vendor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Vendor or some other entity. The Vendor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 7. Indemnification. The Vendor 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 Vendor or any of its subcontractors hereunder; and Vendor 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 Vendor. This paragraph shall survive expiration or termination hereof. Vendor will not be liable for any special, incidental, indirect, or consequential damages of County. 8. Documents. Vendor shall execute any bill of sale or other documents reasonably required by County to transfer title of the Materials to County. 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 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. 3 Eagle County Materials and Equipment Agreement DocuSign Envelope ID: 604C8D8D-86EB-459D-B7E6-D7FA427FB6A8 COUNTY: Eagle County Road and Bridge Atten: John Harris 500 Broadway Post Office Box 250 Eagle, CO 81631 Telephone: 970-328-3 542 Facsimile: 970-328-3 546 E-mail: john.harris@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-3 8-8685 Facsimile: 970-328-8699 E-Mail: atty@eaglecounty.us VENDOR: JP Trucking, Inc. Atten: Jesus Ponce 3434 Gypsum Creek Rd Gypsum, CO 81637 Telephone: 970-3 90-2414 E-Mail: dirttaxi@earthlink.net 10. 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 14 calendar days' prior written notice to the Vendor. Upon termination of this Agreement, Vendor shall immediately provide County with all documents as defined in paragraph 8 hereof, in such format as County shall direct and shall return all County owned materials and documents in the possession of Vendor, if any. County shall pay Vendor for Materials delivered in accordance with Section 1 prior to the date of termination. II. 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 Vendor Representations. 4 Eagle County Materials and Equipment Agreement DocuSign Envelope ID: 604C8D8D-86EB-459D-B7E6-D7FA427FB6A8 a. Vendor has familiarized itself with the intended purpose and use of the Materials to be provided hereunder, the intended use of such Materials by County, and with all local conditions, federal, state and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or the Materials. b. Vendor 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 County has accepted or approved the Materials shall not relieve Vendor of any of its responsibilities. Vendor represents and warrants that it has the expertise and personnel necessary to properly perform the terms of this Agreement. Vendor shall provide appropriate supervision to its employees to ensure the performance in accordance with this Agreement. Vendor will provide the Materials in a skillful, professional and competent manner and in accordance with the standard of care applicable to vendors supplying similar materials. d. Intentionally Omitted. e. Vendor hereby represents and warrants that the Materials will be new and not mixed with or co -mingled with other material. Intentionally Omitted. g. Vendor warrants that title to all Materials shall pass to County either by acceptance by County at a County facility or upon receipt by Vendor of payment from County (whichever occurs first) free and clear of all liens, claims, security interests or encumbrances. Vendor further warrants that Vendor (or any other person performing work) purchased all Materials free and clear of all liens, claims, security interests or encumbrances. Notwithstanding the foregoing, Vendor assumes all risk of loss with respect to the Materials until County has inspected and approved the same. h. Intentionally Omitted. i. Guarantees and warranties shall not be construed to modify or limit any rights or actions County may otherwise have against Vendor in law or in equity. j. Vendor 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 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 Vendor except that of independent Vendor. Vendor shall have no authority to bind County. 1. Vendor represents and warrants that at all times in the performance of the Agreement, Vendor shall comply with any and all applicable laws, codes, rules and regulations. In. 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. n. Vendor 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 Materials and Equipment Agreement DocuSign Envelope ID: 604C8D8D-86EB-459D-B7E6-D7FA427FB6A8 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 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 County has any personal or beneficial interest whatsoever in the Materials described in this Agreement. The Vendor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Agreement and Vendor shall not employ any person having such known interests. S. The Vendor, 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 Vendor has any employees or subcontractors, Vendor shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, Vendor certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Vendor 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. Vendor 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 Vendor that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. Vendor 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.uscis.gov/e-veri C. Vendor 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. 6 Eagle County Materials and Equipment Agreement DocuSign Envelope ID: 604C8D8D-86EB-459D-B7E6-D7FA427FB6A8 d. If Vendor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Vendor shall be required to: i. Notify the subcontractor and County within three (3) days that Vendor 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 Vendor 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. Vendor 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 Vendor 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, Vendor shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Vendor violates this provision of this Agreement and County terminates the Agreement for such breach. [REST OF PAGE INTENTIONALL Y LEFT BLANK] 7 Eagle County Materials and Equipment Agreement DocuSign Envelope ID: 604C8D8D-86EB-459D-B7E6-D7FA427FB6A8 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER Signed by: Docu By: S� 'a Jeff Shroll, Coun 4A328424... VENDOR: JP Trucking, Inc DocuSigned by: By: 8A91 D263AM5465... Print Name: Jesus Ponce Title: President 8 Eagle County Materials and Equipment Agreement DocuSign Envelope ID: 604C8D8D-86EB-459D-B7E6-D7FA427FB6A8 101140110.311W.11 MATERIALS AND FEES Eagle County Materials and Equipment Agreement DocuSign Envelope ID: 604C8D8D-86EB-459D-B7E6-D7FA427FB6A8 County Government Mail - RE: Salt/Trucking EAGLE COUNTY RE: Salt/Trucking 1 message Nicole Trujillo<nicole.trujillo@eaglecounty.us> JP Trucking Inc <dirttaxi@earthlink.net> Mon, Nov 22, 2021 at 1:29 PM To: Nicole Trujillo <nicole.trujillo@eaglecounty.us> Good Afternoon Nicole, Thank you for opening up bidding to us at JP Trucking. After contacting Kevin at Intrepid Potash and this years pricing — We would be bidding at $85 Per ton (300 Tons = $25,500)> Medium Rock salt > with FOB delivery to Gypsum, CO with projected completion BEFORE 12/31/21. Thank you for your time and consideration Johnny Bledsoe Office Manager JP Trucking INC Sent from Mail for Windows From: Nicole Trujillo Sent: Tuesday, November 16, 2021 8:49 AM Subject: Salt/Trucking Hi! Could you please provide me (via email) a quote for the purchase and delivery of salt for our winter road sanding material. Please provide a per ton cost FOB Gypsum, for 300 tons of rock salt (medium salt - dried) out of Intrepid Potash in Moab, Utah. The contact person for pricing at Intrepid Potash is Kevin Harmison at 435-259-1213 and his email is KevinH@intrepidpotash.com. Please provide a quote by November 22nd. Thank you, I look forward to your response. Nicole Trujillo Administrative Manager Eagle County Road 6c Bridge Office: (970) 328-3540 Fax: (970) 328-3546 https:/. mail.google.com/mailu/0/?ik=62cf754072&view=pt&search=all&permthid=thread-a Io3Ar-2028120673058516976%7Cmsg-f%3A171716163433... 1 i2 DocuSign Envelope ID: 604C8D8D-86EB-459D-B7E6-D7FA427FB6A8 INSURANCE CERTIFICATES 10 Eagle County Materials and Equipment Agreement DocuSign Envelope ID: 604C8D8D-86EB-459D-B7E6-D7FA427FB6A8 / A� " CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 12/3/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER HUB Transportation (CO) 12015 E 46th Ave Suite 600 CONTACT NAME: PHONE FAX AIC No Ext : 800-880-0975 IAIC No . 303-287-2311 ADDRESS: jean. nuneZ hubinternational.com INSURER(S) AFFORDING COVERAGE NAIC # Denver CO 80239 INSURERA: Northland Insurance Company 24015 INSURED JPTRUC3 INSURER B : JP Trucking, Inc. 3434 Gypsum Creek Road INSURER C : INSURER D Gypsum CO 81637 INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER: 1709843488 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DDIYYYY POLICY EXP MM/DDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY WN309830 7/1/2021 7/1/2022 EACH OCCURRENCE $2,000,000 Fv� CLAIMS -MADE OCCUR DAMAGE TO PREMISESa RENTED ('a )$ 100,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY ❑ PRO- JECT ❑ LOC X PRODUCTS - COMP/OP AGG $ Included $ OTHER: A AUTOMOBILE LIABILITY WN309830 7/1/2021 7/1/2022 COMBINED SINGLE LIMIT Ea accident $ 2,000,000 BODILY INJURY (Per person) $ ANY AUTO OWNED X SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A MOTOR TRUCK CARGO WN309830 7/1/2021 7/1/2022 250,000 Limit 1,000 Deductible 2,000 Trl Theft ded DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Eagle County Road & Bridge PO Box 250 AUTHORIZED REPRESENTATIVE Eagle CO 81631 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD