HomeMy WebLinkAboutC23-367 Ace Equipment & Supply CoAGREEMENT FOR SERVICES
BETWEEN EAGLE COUNTY, COLORADO
AND
ACE EQUIPMENT & SUPPLY CO.
THIS AGREEMENT (“Agreement”) is effective as of ________________ by and between Ace
Equipment & Supply Co., a Colorado corporation (hereinafter “Contractor”) and Eagle County, Colorado,
a body corporate and politic (hereinafter “County”).
RECITALS
WHEREAS, County desires to hire Contractor to provide inspection and maintenance services for the
vehicle lifts (the “Project”) located at the Maintenance Service Center, Building C, 3289 Cooley Mesa
Road, Gypsum, Colorado (the “Property”); and
WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill,
expertise, and experience necessary to provide the Services as defined below in paragraph 1 hereof; and
WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection
with the Services.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and
County agree as follows:
1. Services or Work. Contractor agrees to 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 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. County’s Representative. The Facilities Management Department’s designee shall be
Contractor’s contact with respect to this Agreement and performance of the Services.
DocuSign Envelope ID: 9B75F083-E45F-4D00-B670-A140A48C3D31
11/27/2023
2
Ace Equipment & Supply.Agreement.2024
3. Term of the Agreement. This Agreement shall commence on January 8th, 2024, and subject to the
provisions of paragraph 11 hereof, shall continue in full force and effect for a period of one year.
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. County 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 three thousand fifty dollars ($3,050.00). In the event Contractor and County agree upon the need for
additional maintenance or repair services beyond the lift inspections described in Exhibit A, those services shall be
billed at a rate of $105 per hour, plus material costs. Prior to commencement of any additional services, Contractor
shall first provide County with a written estimate which shall include an estimate of the labor, materials without any
mark up and any additional costs necessary to perform the services. Each estimate must be approved by County’s
Representative prior to commencement of the services by Contractor and all rates shall be in accordance with the
rates set forth herein. Total compensation under this Agreement shall not exceed fifty thousand dollars
($50,000.00) without a written amendment to this Agreement. 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: 9B75F083-E45F-4D00-B670-A140A48C3D31
3
Ace Equipment & Supply.Agreement.2024
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, elected officials,
employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the
foregoing requirements is attached hereto as Exhibit B.
DocuSign Envelope ID: 9B75F083-E45F-4D00-B670-A140A48C3D31
4
Ace Equipment & Supply.Agreement.2024
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 transmitted via e-mail with confirmation of receipt. Either
party may change its address for purposes of this paragraph by giving five (5) days prior written notice of
such change to the other party.
COUNTY:
Eagle County, Colorado
Attention: Ron Siebert
3289 Cooley Mesa Road
DocuSign Envelope ID: 9B75F083-E45F-4D00-B670-A140A48C3D31
5
Ace Equipment & Supply.Agreement.2024
Gypsum, CO 81637
Post Office Box 850
Eagle, CO 81631
Telephone: 970-328-8881
E-Mail: ron.siebert@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:
Ace Equipment & Supply Co.
9660 Dallas Street
Henderson, CO 80640
Telephone: 303-288-2916
Facsimile: 303-288-5609
E-Mail ; lawrence@aceequip.com
11. Termination. County may terminate this Agreement, in whole or in part, at any time and for any
reason, with or without cause, and without penalty therefor with seven (7) calendar days’ prior written
notice to the Contractor. Upon termination of this Agreement, Contractor shall immediately provide
County with all documents as defined in paragraph 9 hereof, in such format as County shall direct and
shall return all County owned materials and documents. County shall pay Contractor for Services
satisfactorily performed to the date of termination.
12. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to
this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado,
which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and
interpreted under and shall be governed by the laws of the State of Colorado.
13. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the
same instrument. The parties approve the use of electronic signatures for execution of this Agreement.
Only the following two forms of electronic signatures shall be permitted to bind the parties to this
Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the
image of the signature of an authorized signer inserted onto PDF format documents. All documents must
be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform
Electronic Transactions Act, C.R.S. 24-71.3-101 to 121.
14. Other Contract Requirements and Contractor Representations.
DocuSign Envelope ID: 9B75F083-E45F-4D00-B670-A140A48C3D31
6
Ace Equipment & Supply.Agreement.2024
a. Contractor has familiarized itself with the nature and extent of the Services to be
provided hereunder and the Property, and with all local conditions, federal, state and local laws,
ordinances, rules and regulations that in any manner affect cost, progress, or performance of the Services.
b. Contractor will make, or cause to be made, examinations, investigations, and tests as he
deems necessary for the performance of the Services.
c. To the extent possible, Contractor has correlated the results of such observations,
examinations, investigations, tests, reports, and data with the terms and conditions of this Agreement.
d. To the extent possible, Contractor has given County written notice of all conflicts, errors,
or discrepancies.
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.
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.
DocuSign Envelope ID: 9B75F083-E45F-4D00-B670-A140A48C3D31
7
Ace Equipment & Supply.Agreement.2024
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 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. “County Data” means all data created by or in any way originating with County
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 County and End
Users, in the course of using and configuring the Services provided under this Agreement, and includes
all records relating to County’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 County; Third Party consultants, auditors and other
independent contractors performing services for County; any governmental, accrediting or regulatory
bodies lawfully requesting or requiring access to any Services; customers of County provided services;
and any external users collaborating with County) authorized by County 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 the County.
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 County Data within the possession or control of the vendor. A Security Incident
may or may not turn into a data breach.
DocuSign Envelope ID: 9B75F083-E45F-4D00-B670-A140A48C3D31
8
Ace Equipment & Supply.Agreement.2024
b. During the course of Contractor's performance of the Work, the Contractor may be
required to maintain, store, process or control County Data. The Contractor represents and warrants that:
i. Contractor will take all reasonable precautions to maintain all County 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 County Data;
ii. Contractor’s collection, access, use, storage, disposal and disclosure of County
Data shall comply with all applicable data protection laws, as well as all other applicable regulations and
directives;
iii. Contractor will notify County 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 County’s legal and
regulatory notice obligations. Upon notice of a Security Incident, County 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 County.
v. Where Contractor has been contracted to maintain, store or process personal
information on behalf of the County, 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 County Data upon request from
the County 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: 9B75F083-E45F-4D00-B670-A140A48C3D31
9
Ace Equipment & Supply.Agreement.2024
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
ACE EQUIPMENT & SUPPLY CO.
By: _____________________________________
Print Name: ______________________________
Title: ___________________________________
DocuSign Envelope ID: 9B75F083-E45F-4D00-B670-A140A48C3D31
Lawrence Booco
President
Ace Equipment & Supply Company
9660 DALLAS STREET – HENDERSON, CO 80640
800-435-4266 / 303-288-2916 / 303-288-5609 (FAX)
Serving the Rocky Mountain Region Since 1949
SERVICE QUOTATION
TO: DATE: November 7, 2023
Eagle County Facilities Management QUOTE#: 23-110701LB
3289 Cooley Mesa Road TERMS: Net 30
Gypsum, CO 81637 F.O.B.: Gypsum, CO
DELIVERY: As Req’d
VALID FOR: Per Contract
ATTN: Ron Siebert, Facilities P.M.
RE: Vehicle Lift Inspections PHONE: 970-328-8881
FAX: 970-328-3539
EMAIL: ron.siebert@eaglecounty.us
WE ARE PLEASED TO QUOTE YOU AS FOLLOWS:
ITEM
DESCRIPTION
QTY
UNIT
UNIT PRICE
TOTAL
1
Semi-annual Lift Inspections, Includes:
(5) Heavy-Duty @ $150.00/ea.
(2) Light-Duty @ $75.00/ea.
(1) Trip Charge @ $625.00/ea. 2 L.S. $1,525.00 $3,050.00
TOTAL $3,050.00
COMMENTS: Semi-annual lift inspection includes: lift inspections and minor on-site repairs/adjustments
made at time of inspections.
Additional maintenance or repair services beyond those described above will be billed at a rate of
$125.00 per hour, plus material costs.
AUTHORIZATION
Submitted By: Lawrence G. Booco Accepted By:
Signature: Signature:
Title: President Title:
Date: 11/07/2022 Date:
Any alteration or deviation from the above specifics will become an extra charge over and above the estimate. Units quoted from stock are offered
subject to prior sale. Prices quoted do not include any state or local taxes and such taxes (if any) shall be paid by the purchaser in
addition to the quoted price. All deposits are non-refundable. Delivery quoted is based on the date of this quotation and subject to any delay
encountered in receiving a firm order and to other factors beyond our control. Warranty on above listed material, including new machines, parts
and supplies, is limited to that as provided by the manufacturers, copies of which are available upon request. It is understood that the seller shall
not be held responsible for any accident or damage resulting directly or indirectly from the above material and/or equipment. In the event of non-
payment of all or part of the amount due to Ace Equipment, Ace Equipment shall be entitled to payment of its attorneys fees and costs incurred in
the collection process, together with interest at the rate of 18% per annum from and after the payment due date. It is expressly agreed that any
property furnished by Ace Equipment, shall be and remains personal property, and the ownership and title to same is hereby retained by Ace
Equipment, and shall not pass to the purchaser, until total charges for labor, services, materials and equipment have been paid. Fax signatures
shall operate the same as original documents. These terms are applicable to all initial and subsequent work. It is understood that there are no
verbal agreements or understandings, which in any manner conflict with the written terms of this quotation.
EXHIBIT ADocuSign Envelope ID: 9B75F083-E45F-4D00-B670-A140A48C3D31
EXHIBIT BDocuSign Envelope ID: 9B75F083-E45F-4D00-B670-A140A48C3D31
