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Home My WebLink AboutC23-196 Sun-Up SealcoatsAGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY, COLORADO AND SUN-UP SEALCOATS LLC THIS AGREEMENT (“Agreement”) is effective as of the ________________ by and between Sun-Up Sealcoats LLC a limited liability company (hereinafter “Contractor”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, Eagle County requires parking lot maintenance services to include single-coat seal coat, crack cleaning and filling, striping, and special pavement markings for County-owned parking lots at the following locations: 885 Chambers Avenue, Eagle; 1097 Fairgrounds Road, Eagle; 1400 Fairgrounds Road, Eagle; 450 Miller Ranch Road, Edwards; 25 Mill Loft Street, Edwards; 1050 J W Drive, El Jebel; and 20 Eagle County Drive, El Jebel (the “Properties”); 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 diligently provide all services, labor, personnel and materials necessary to perform and complete the services or work described in Exhibits A and B (“Services” or “Work”) which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Contractor agrees to furnish the Services no later than November 15, 2023, and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Contractor agrees to furnish the Services in a 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. DocuSign Envelope ID: 30C77352-2C10-4F40-9F4B-91177C0F203C 6/9/2023 2. County’s Representative. The Engineering Department’s designee shall be the 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 15th day of November, 2023. 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 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. The County shall compensate Contractor for the performance of the Services at the unit pricing computed and payable as set forth in Exhibit A. The Contractor is responsible for notifying the County of field discrepancies to the Estimated Quantities set forth in Exhibit A. Otherwise, it shall be assumed the Actual Unit is equal to the Estimated Unit. The performance of the Services under this Agreement shall not exceed $146,054.05. 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. DocuSign Envelope ID: 30C77352-2C10-4F40-9F4B-91177C0F203C 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: a. Types of Insurance. i. 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. 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, DocuSign Envelope ID: 30C77352-2C10-4F40-9F4B-91177C0F203C elected officials, employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit C. 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. 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 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 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. 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide facsimile machine or other 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. DocuSign Envelope ID: 30C77352-2C10-4F40-9F4B-91177C0F203C COUNTY: Eagle County, Colorado Attention: Nick Mejia 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8741 E-Mail: nick.mejia@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@eaglecounty.us CONTRACTOR: Sun-Up Sealcoats LLC Attention: Ben Barron, Owner Post Office Box 1267 Vail, CO 81658 Telephone: 970-376-7621 E-Mail: services@sunupsealcoats.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 DocuSign Envelope ID: 30C77352-2C10-4F40-9F4B-91177C0F203C 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. 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 Properties, 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. 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 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. g. This Agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master- servant, partnership, joint venture or any other relationship between County and Contractor except that of independent contractor. Contractor shall have no authority to bind County. h. Contractor represents and warrants that at all times in the performance of the Services, Contractor shall comply with any and all applicable laws, codes, rules and regulations. DocuSign Envelope ID: 30C77352-2C10-4F40-9F4B-91177C0F203C i. 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. j. Contractor shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. k. 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. l. 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. m. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. n. 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 Properties described in this Agreement. The Contractor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. o. The Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty 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. [REST OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: 30C77352-2C10-4F40-9F4B-91177C0F203C 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 By: ______________________________ Jeff Shroll, County Manager CONTRACTOR: By:________________________________ Print Name: _________________________ Title: ______________________________ DocuSign Envelope ID: 30C77352-2C10-4F40-9F4B-91177C0F203C Owner Benjamin Barron EXHIBIT A SCOPE OF SERVICES AND FEES DocuSign Envelope ID: 30C77352-2C10-4F40-9F4B-91177C0F203C Eagle County Pavement Maintenance 2022 Sealcoat Sqft Curb and Gutter linear ft Crack Seal linear ft Striping linear ft Special Pavement Markings Handicap Total Special Pavement Markings Other Total Notes Eagle County Justice Center and Justice Center Annex 132,200 5,283 2,770 5,000 13 0 Phase Plans approved by Sun-Up Sealcoats Fairgrounds and Animal Shelter 230,000 405 2,325 5,000 9 0 Phase Plans approved by Sun-Up Sealcoats Freedom Park Pavilion/ Picnic Shelter Sheriff's Mountain Rec Sub.173,000 4,243 3,000 5,000 14 8 Phase Plans approved by Sun-Up Sealcoats Miller Ranch Child Care/ Community Center 15,370 660 1,540 2,000 2 3 Phase Plans approved by Sun-Up Sealcoats Road and Bridge Shop El Jebel 9,000 111 755 1,000 1 0 Phase Plans approved by Sun-Up Sealcoats El Jebel County Building 65,200 3,799 1,400 4,000 5 0 Phase Plans approved by Sun-Up Sealcoats Totals 624,770 14,501 11,790 22,000 44 11 Phase Plans approved by Sun-Up Sealcoats Unit Pricing 0.17 0.72 0.75 0.77 55 50 Eagle County Justice Center and Justice Center Annex $22,606.20 $3,803.76 $2,088.58 $3,845.00 $715.00 $- .00 Fairgrounds and Animal Shelter $39,330.00 $291.60 $1,753.05 $3,845.00 $495.00 $- .00 Freedom Park Pavilion/ Picnic Shelter Sheriff's Mountain Rec Sub.$29,583.00 $3,054.96 $2,262.00 $3,845.00 $770.00 $400.00 Miller Ranch Child Care/ Community Center $2,628.27 $475.20 $1,161.16 $1,538.00 $110.00 $150.00 Road and Bridge Shop El Jebel $1,539.00 $79.92 $569.27 $769.00 $55.00 $- .00 El Jebel County Building $11,149.20 $2,735.28 $1,055.60 $3,076.00 $275.00 $- .00 Totals $106,835.67 $10,440.72 $8,889.66 $16,918.00 $2,420.00 $550.00 Total Contract Value $146,054.05 DocuSign Envelope ID: 30C77352-2C10-4F40-9F4B-91177C0F203C EXHIBIT B LOCATIONS DocuSign Envelope ID: 30C77352-2C10-4F40-9F4B-91177C0F203C Exhibit B Locations Justice Center and Justice Center Annex Fairgrounds and Animal Shelter DocuSign Envelope ID: 30C77352-2C10-4F40-9F4B-91177C0F203C Exhibit B Locations Freedom Park Pavillion/Picnic Shelter Sheriff's Mountain Rec Substation Miller Ranch Child Care/Community Center DocuSign Envelope ID: 30C77352-2C10-4F40-9F4B-91177C0F203C Exhibit B Locations Road and Bridge Shop El Jebel El Jebel County Building DocuSign Envelope ID: 30C77352-2C10-4F40-9F4B-91177C0F203C Exhibit B Locations Special Pavement Marking Examples 1.Handicap Accessible Symbols 2.Crosswalk DocuSign Envelope ID: 30C77352-2C10-4F40-9F4B-91177C0F203C EXHIBIT C INSURANCE CERTIFICATE DocuSign Envelope ID: 30C77352-2C10-4F40-9F4B-91177C0F203C DocuSign Envelope ID: 30C77352-2C10-4F40-9F4B-91177C0F203C