HomeMy WebLinkAboutECHDA23-11 Freeman IrrigationAGREEMENT FOR SERVICES
BETWEEN EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY
AND
FREEMAN IRRIGATION
THIS AGREEMENT (“Agreement”) is effective as of the ____________________ by and between Freeman
Irrigation (hereinafter “Contractor”) and Eagle County Housing and Development Authority, a body corporate and
politic (hereinafter “ECHDA”).
RECITALS
WHEREAS, pursuant to a separate property management agreement, ECHDA is the property manager for the
Colorado Mountain College Apartment Buildings 1 and 2 located at 160 and 162 Miller Ranch Road, Edwards, CO
(the “Property”) owned by Colorado Mountain College; and
WHEREAS, pursuant to the separate management agreement, ECHDA has authority on behalf of Colorado
Mountain College to enter into agreements for the operation and management of the Property; and
WHEREAS, ECHDA desires a contractor to perform snow shoveling following accumulation of a half of an inch
(1/2”) at 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 ECHDA in connection with the
services.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and ECHDA agree
as follows:
1. Services or Work. Contractor agrees to diligently provide all services, labor, personnel, and materials
necessary to perform and complete the services or work described in Exhibit A (“Services” or “Work”) which is
attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the
provisions and conditions of this Agreement.
a. Contractor agrees to furnish the Services no later than November 1, 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.
2. ECHDA’s Representative. The on-site maintenance technician, Jose Alvarado, the Housing Department’s
designee shall be Contractor’s contact with respect to this Agreement and performance of the Services.
DocuSign Envelope ID: 5251F398-BC40-4C1D-BA50-7B7F4CC5AC11
11/3/2023
2
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 30th day of April, 2024.
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 ECHDA for such additional services in
accordance with ECHDA’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
ECHDA 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 ECHDA 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. ECHDA shall compensate Contractor for the performance of the Services in a sum
computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not
exceed $9,000.00. 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 ECHDA.
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 ECHDA may request.
b. If, at any time during the term or after termination or expiration of this Agreement, ECHDA
reasonably determines that any payment made by ECHDA 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 ECHDA, Contractor shall forthwith return such payment(s) to
ECHDA. Upon termination or expiration of this Agreement, unexpended funds advanced by ECHDA, if any, shall
forthwith be returned to ECHDA.
c. ECHDA will not withhold any taxes from monies paid to the Contractor hereunder and Contractor
agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made
pursuant to the terms of this Agreement.
d. Notwithstanding anything to the contrary contained in this Agreement, ECHDA 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 ECHDA in accordance with a budget adopted by the
Board of ECHDA in compliance with 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 ECHDA 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 ECHDA’s prior written consent, which
may be withheld in ECHDA’s sole discretion. ECHDA 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
ECHDA has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each
subcontractor, as approved by ECHDA and to the extent of the Services to be performed by the subcontractor, to be
DocuSign Envelope ID: 5251F398-BC40-4C1D-BA50-7B7F4CC5AC11
3
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 ECHDA. ECHDA 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
ECHDA, 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 ECHDA 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 ECHDA 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 ECHDA, 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 ECHDA, and any of its officers,
agents and employees against any losses, claims, damages, or liabilities for which ECHDA may become subject to
insofar as any such losses, claims, damages, or liabilities arise out of, directly or indirectly, this Agreement, or are
DocuSign Envelope ID: 5251F398-BC40-4C1D-BA50-7B7F4CC5AC11
4
based upon any performance or nonperformance by Contractor or any of its subcontractors hereunder; and
Contractor shall reimburse ECHDA for reasonable attorney fees and costs, legal, and other expenses incurred by
ECHDA 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 ECHDA to the extent that ECHDA 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 ECHDA and are to be
delivered to ECHDA 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 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.
ECHDA:
Attention: Kimberly Bell Williams
500 Broadway
Post Office Box 850
Eagle, CO 81631
Telephone: 970-328-8773
E-mail: kim.williams@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:
Freeman Irrigation
Attn: Jeff Freeman
PO Box 3211
Vail, CO 81658
Telephone:970-331-3211
E-Mail: jeffavon167@yahoo.com
11. Termination. ECHDA 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 ECHDA with all documents
as defined in paragraph 9 hereof, in such format as ECHDA shall direct and shall return all ECHDA owned
materials and documents. ECHDA shall pay Contractor for Services satisfactorily performed to the date of
termination.
DocuSign Envelope ID: 5251F398-BC40-4C1D-BA50-7B7F4CC5AC11
5
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. 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 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 it 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 ECHDA 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
ECHDA 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 ECHDA. 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 ECHDA and Contractor except that of independent contractor. Contractor shall have no authority to bind
ECHDA.
DocuSign Envelope ID: 5251F398-BC40-4C1D-BA50-7B7F4CC5AC11
6
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.
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
ECHDA. 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 ECHDA 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.
15. Data Security.
a. Definitions:
i. “ECHDA Data” means all data created by or in any way originating with ECHDA and
End Users, and all information that is the output of any computer processing, or other electronic manipulation, of
any information that was created by or in any way originating with ECHDA and End Users, in the course of using
and configuring the Services provided under this Agreement, and includes all records relating to ECHDA’s use of
Contractor Services and Protected Information.
ii. “End User” means the individuals (including, but not limited to employees, authorized
agents, students and volunteers of ECHDA; Third Party consultants, auditors and other independent contractors
performing services for ECHDA; any governmental, accrediting or regulatory bodies lawfully requesting or
requiring access to any Services; customers of ECHDA provided services; and any external users collaborating with
ECHDA) authorized by ECHDA to access and use the Services provided by Contractor under this Agreement.
iii. “Protected Information” includes, but is not limited to, personally-identifiable
information, student records, protected health information, criminal justice information or individual financial
information and other data defined under C.R.S. §§ 24-72-101 et seq., and personal information that is subject to
local, state or federal statute, regulatory oversight or industry standard restricting the use and disclosure of such
information. The loss of such Protected Information would constitute a direct damage to ECHDA.
iv. “Security Incident” means the potentially unauthorized access by non-authorized persons
to personal data or non-public data the Contractor believes could reasonably result in the use, disclosure or theft of
ECHDA Data within the possession or control of the vendor. A Security Incident may or may not turn into a data
breach.
DocuSign Envelope ID: 5251F398-BC40-4C1D-BA50-7B7F4CC5AC11
7
b. During the course of Contractor's performance of the Work, the Contractor may be required to
maintain, store, process or control ECHDA Data. The Contractor represents and warrants that:
i. Contractor will take all reasonable precautions to maintain all ECHDA Data in a secure
environment to prevent unauthorized access, use, or disclosure, including industry-accepted firewalls, up-to-date
anti-virus software, and controlled access to the physical location of the hardware containing ECHDA Data;
ii. Contractor’s collection, access, use, storage, disposal and disclosure of ECHDA Data
shall comply with all applicable data protection laws, as well as all other applicable regulations and directives;
iii. Contractor will notify ECHDA of any Security Incident as soon as practicable, but no
later than 24 hours after Contractor becomes aware of it;
iv. Contractor will provide information sufficient to satisfy ECHDA’s legal and regulatory
notice obligations. Upon notice of a Security Incident, ECHDA shall have the authority to direct Contractor to
provide notice to any potentially impacted individual or entity, at Contractor’s expense, and Contractor shall be
liable for any resulting damages to ECHDA.
v. Where Contractor has been contracted to maintain, store or process personal information
on behalf of ECHDA, it shall be deemed a “Third-Party Service Provider as defined in C.R.S. § 24-73-103(1)(i), and
Contractor shall maintain security procedures and practices consistent with C.R.S §§ 24-73-101 et seq.; and
vi. Contractor will promptly return or destroy any ECHDA Data upon request from the
ECHDA Representative.
c. Contractor’s indemnification obligations identified elsewhere in this Contract shall apply to any
breach of the provisions of this Paragraph.
[Rest of page intentionally left blank]
DocuSign Envelope ID: 5251F398-BC40-4C1D-BA50-7B7F4CC5AC11
8
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above.
EAGLE COUNTY HOUSING AND DEVELOPMENT
AUTHORITY
By: ___________________
Kimberly Bell Williams
Executive Director
CONTRACTOR:
By:__________________________
Print Name:___________________
Title: ________________________
DocuSign Envelope ID: 5251F398-BC40-4C1D-BA50-7B7F4CC5AC11
Owner
Jeff Freeman
9
EXHIBIT A
SCOPE OF SERVICES, SCHEDULE, FEES
DocuSign Envelope ID: 5251F398-BC40-4C1D-BA50-7B7F4CC5AC11
Rates:
Equipment
Two FWD Trucks w/plows
Dump Truck
Snow Dump Fee
Loader/Backhoe
Parking Lot Sweep
FREEMAN IRRIGATION JEFF FREEMAN P.O. BOX3211, VAIL, CO 81658 970-331-3211; JEFFAVON167@Y AHOO.COM
SNOW REMOVAL CONTRACT
Hourly Rate Performance Details and Options:
$120.00 per hour .,f::, l" __ 2" __ 3" __
200.00 per hour per truc
rf)
,1 1 , Parking Lot Plowing
$40.00 per dump i!} Walkway Shoveling -$45.00 per hour
$200.00 per hour ½" __ 1" __ 2" __
$200.00 per hour
THIS AGREEMENT, made and entered into this 8--") day of �<::Q\"",.,,b 2023 by and between Freeman Irrigation, hereinafter referred to as "CONTRACTOR" and the undersigned property owner, manager or duly authorized Agent, hereinafter referred to as "CLIENT'. .,.,.. __
1§11 Co--~7'"�<--,... ;:;)., y u_ z;oo -= qooo,oc J;:,;1.�T p;,.,qfoJe,._,, o+ Lf ftCJo,00 Work to be performed at: 1 I:, i . I 1-J-,J 3 8 ,.,,?'1.\1. , _ . Physical address: . ' Lb ' , 'Y\. eA �O ,,...,, l\ "-"-K./'<"'€1:-.:: O..el Client Name: t4 l'ZO;v C , \c ,_,. Mm ing Address: ________ _ Client Phone#: C/70-LiO /-I r;?-J ] Email address: ________ _
Terms and Conditions: I.Season begins J/-I-ct ;;, through L(-J,O{). '-t . Any plowing before or after thisdate will be an additional charge of,$ LjoO,oD per plow. 2.Monthly plowing effective for a _fa_ month Contract period with equal monthly payments.Statements will be sent on the 1 st of each month within the Contract period due upon receipt.11 3.Lot to be plowed with �or more.4.Certificate of Liability insurance available upon request.
Thank you!
Please sign and return Contract with first payment
Plowing cannot begin until signed Contract received
Page I of2
____ (.Client Initial)
DocuSign Envelope ID: 5251F398-BC40-4C1D-BA50-7B7F4CC5AC11
10
EXHIBIT B
INSURANCE CERTIFICATE
DocuSign Envelope ID: 5251F398-BC40-4C1D-BA50-7B7F4CC5AC11
DocuSign Envelope ID: 5251F398-BC40-4C1D-BA50-7B7F4CC5AC11
