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HomeMy WebLinkAboutRAP24-05 Vail Valley Tree Service1 RAP General Services Final 8/15/22 AGREEMENT FOR SERVICES BETWEEN RIVERVIEW APARTMENTS PRESERVATION, LP AND VAIL VALLEY TREE SERVICE, LLC THIS AGREEMENT (“Agreement”) is effective as of the _________________ by and between Vail Valley Tree Service, a Colorado limited liability company (hereinafter “Contractor”) and Riverview Apartments Preservation, LP, a Colorado limited partnership (hereinafter “RAP”). RECITALS WHEREAS, a large, dead, eleven-inch diameter Spruce tree is to be removed and the stump grinded (the “Project”) on the north side of the Riverview Apartments, Building B, located at 39169 US Hwy 6 & 24, Avon, CO, 81620 (the “Property”); and WHEREAS, Contractor is authorized to do business in the State of Colorado, is an ISA Certified Arborist, 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 RAP in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and RAP 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 30, 2024, and in accordance with the schedule established in Exhibit A. 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. RAP’s Representative. The on-site Property Manager, Olivia Davila, the Housing Department’s designee shall be 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 30th day of November, 2024. Docusign Envelope ID: 5442EAEB-F14D-42A6-8705-49F65C2EE871 11/12/2024 2 RAP General Services Final 8/15/22 4. Extension or Modification. 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 RAP for such additional services in accordance with RAP’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 RAP 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 RAP 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. RAP 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 $875. 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 RAP. 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 RAP may request. b. If, at any time during the term or after termination or expiration of this Agreement, RAP reasonably determines that any payment made by RAP 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 RAP, Contractor shall forthwith return such payment(s) to RAP. Upon termination or expiration of this Agreement, unexpended funds advanced by RAP, if any, shall forthwith be returned to RAP. c. RAP 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. 6. Subcontractors. Contractor acknowledges that RAP 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 RAP’s prior written consent, which may be withheld in RAP’s sole discretion. RAP 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 RAP has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each subcontractor, as approved by RAP 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 RAP. RAP 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. Docusign Envelope ID: 5442EAEB-F14D-42A6-8705-49F65C2EE871 3 RAP General Services Final 8/15/22 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 RAP, 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 RAP 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 RAP 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 RAP, 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 RAP, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which RAP 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 RAP for reasonable attorney fees and costs, legal and other expenses incurred by RAP 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 RAP to the extent that RAP 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 RAP and are to be delivered to RAP 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 Docusign Envelope ID: 5442EAEB-F14D-42A6-8705-49F65C2EE871 4 RAP General Services Final 8/15/22 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. RIVERVIEW APARTMENTS PRESERVATION, LP: Attention: Kim Williams 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8773 Facsimile: 970-328-8782 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 Facsimile: 970-328-8699 E-mail: atty@eaglecounty.us CONTRACTOR: Vail Valley Tree Service, LLC Attn: Tim Lipman PO Box 1047 Vail, CO 81658 Telephone: 970-476-8733 E-Mail: timl@vailvalleytreeservice.com 11. Termination. RAP 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 RAP with all documents as defined in paragraph 9 hereof, in such format as RAP shall direct and shall return all RAP owned materials and documents. RAP 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 Docusign Envelope ID: 5442EAEB-F14D-42A6-8705-49F65C2EE871 5 RAP General Services Final 8/15/22 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 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 RAP 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 RAP 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 RAP. 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 RAP and Contractor except that of independent contractor. Contractor shall have no authority to bind RAP. 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 RAP. Any attempt to assign this Agreement without such consent shall be void. Docusign Envelope ID: 5442EAEB-F14D-42A6-8705-49F65C2EE871 6 RAP General Services Final 8/15/22 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 RAP 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. “RAP Data” means all data created by or in any way originating with RAP 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 RAP and End Users, in the course of using and configuring the Services provided under this Agreement, and includes all records relating to RAP ’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 RAP; Third Party consultants, auditors and other independent contractors performing services for RAP; any governmental, accrediting or regulatory bodies lawfully requesting or requiring access to any Services; customers of RAP provided services; and any external users collaborating with RAP) authorized by RAP 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 RAP. 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 RAP Data within the possession or control of the vendor. A Security Incident may or may not turn into a data breach. b. During the course of Contractor's performance of the Work, the Contractor may be required to maintain, store, process or control RAP Data. The Contractor represents and warrants that: i. Contractor will take all reasonable precautions to maintain all RAP 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 RAP Data; ii. Contractor’s collection, access, use, storage, disposal and disclosure of RAP Data shall comply with all applicable data protection laws, as well as all other applicable regulations and directives; Docusign Envelope ID: 5442EAEB-F14D-42A6-8705-49F65C2EE871 7 RAP General Services Final 8/15/22 iii. Contractor will notify RAP 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 RAP’s legal and regulatory notice obligations. Upon notice of a Security Incident, RAP 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 RAP. v. Where Contractor has been contracted to maintain, store or process personal information on behalf of RAP, 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 RAP Data upon request from the RAP 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: 5442EAEB-F14D-42A6-8705-49F65C2EE871 8 RAP General Services Final 8/15/22 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. RIVERVIEW APARTMENTS PRESERVATION, LP By and through Riverview Apartments Preservation LLC, its general partner By and through Eagle County Housing and Development Authority, its sole member By: _______________________ Kimberly Bell Williams Executive Director CONTRACTOR: VAIL VALLEY TREE SERVICE, LLC By:________________________________ Print Name:_________________________ Title: ______________________________ Docusign Envelope ID: 5442EAEB-F14D-42A6-8705-49F65C2EE871 President Tim Lipman 9 RAP General Services Final 8/15/22 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES Docusign Envelope ID: 5442EAEB-F14D-42A6-8705-49F65C2EE871 RECIPIENT: River View Apartments / Eagle County River View 39169 U.S. 6 Avon, Colorado 81620 Phone: 970-306-8349 Estimate #1943 Sent on 10/31/2024 Total $875.00 Product/Service Description Qty.Unit Price Total Tree Removal with debris clean up, does not include stump removal. Remove dead Spruce on the SE corner of the property along HWY 6 1 $725.00 $725.00* Stump Grinding Stump is ground out with grinding material used to fill in hole left from stump. Stump grinding is pending utility locates, we can not be responsible for 3rd party private utilities. 1 $150.00 $150.00* This quote is valid for the next 30 days, after which values may be subject to change. * Non-taxable Signature: _____________________ Date: _____________ Total $875.00 PO Box 1047, Vail, CO 81658 (970) 476 -8733 | VailValleyTreeService.com Docusign Envelope ID: 5442EAEB-F14D-42A6-8705-49F65C2EE871 10 RAP General Services Final 8/15/22 EXHIBIT B INSURANCE CERTIFICATE Docusign Envelope ID: 5442EAEB-F14D-42A6-8705-49F65C2EE871 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- STATUTE PER LIMITS(MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) POLICY EFF POLICY NUMBERTYPE OF INSURANCELTR INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 11/11/2024 Orcutt Insurance Group, LLC 8361 Sangre de Cristo Rd, Suite 200 Littleton CO 80127 Laurance Bass (303) 233-2828 (303) 233-6570 certificates@orcuttgroup.com Vail Valley Tree Services LLC PO Box 1047 Vail CO 81658 ATEGRITY SPECIALTY INSURANCE CO 16427 OHIO SECURITY INS CO 24082 PINNACOL ASSURANCE 41190 LIBERTY MUTUAL INSURANCE CO 23043 A 8 8 8 Y 01CPKP20121525-0 10/01/2024 10/01/2025 1,000,000 100,000 5,000 1,000,000 2,000,000 2,000,000 B 8 8 8 Y BAS57921379 04/10/2024 04/10/2025 1,000,000 C 4202763 06/01/2024 06/01/2025 8 100,000 100,000 500,000 D INLAND MARINE BMO57921379 04/01/2024 04/01/2025 LIMIT $38,500 DEDUCTIBLE $1,000 River View Apartments, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers are Additional Insured as respects General Liability and Auto Liability per written contract. Riverview Apartments Preservation LP Eagle County Government PO Box 850 Eagle, CO 81631 Docusign Envelope ID: 5442EAEB-F14D-42A6-8705-49F65C2EE871