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HomeMy WebLinkAboutbocc.con.042.1998C:9gy-yam CONTRACT AGREEMENT FOR THE PROVISION OF (1) ONE SELF-PROPELLED ASPHALT PAVER TO PITKIN COUNTY PUBLIC WORKS SECTION DEPARTMENT OF FLEET MANAGEMENT 76 SERVICE CENTER ROAD ASPEN, COLORADO, 81611 Bid #1998-4FM-PAVER THIS AGREEMENT, made and entered into this Pe day o L by and .etween the County of Pitkin, Colorado, hereinafter referred to as the "County" and // i econd Party, hereinafter referred to as the "Contractor." The County and the Contractor, for consideration hereinafter set forth, agree as follows: Article 1. STATEMENT OF WORK. The Contractor shall furnish all labor and materials and perform all work to provide (1) ONE SELF-PROPELLED ASPHALT PAVER in accordance with PITKIN COUNTY Bid #1998-4FM-PAVER. He shall complete this work within 1 calendar days from the effective date of the Notice to Proceed. Liquidated damages in the amount of $100.00 per calendar day will be assessed for late delivery. Article 2. It is hereby further agreed, that at the completion of the work and its acceptance by the County all sums due the Contractor by reason of his faithful completion of the work authorized under this Contract in accordance with the provisions of this Contract, will be paid the Contractor by the County after said completion and acceptance. Article 3. It is hereby further agreed that any reference herein to the "Contract" shall include all "Documents" as the same are listed and described in the Instructions to Bidders and Specifications, issued in connection with PITKIN COUNTY Bid #1998-4FM-PAVER. Said "Documents" are hereby made a part of this agreement as fully as if set out at length herein. WARRANTY REPAIRS: 1. The Contractor hereby warrants that for a period of .2 cf months after the unit is placed in service, he will, at his own expense, without any cost to the County, replace all defective parts and make any repairs to the machine that may be required or made necessary by reason of defective material or workmanship. Where practicable, warranty repairs are to be made in the field; however, in the event of major repairs, the machine may be transported to Contractor's facility at no cost to the County. 2. In addition to the above, the County may avail itself of the Contractor's standard and/or extended warranties, if in the best interest of the County. The Contractor shall offer to the County any extended warranties, which may be available from the manufacturer at the time of delivery, or any subsequent extended warranties, for which the County may be eligible, which become available thereafter. The County is under no obligation to accept and pay for these extended warranties however. * (, ; -f% .'n t,- e k e+- /L'r, 1 ?_ 0' 1991 rov: de/ /our e4 aje �w6 frvve Z 1 Iq7t 1 Article 6. PITKIN COUNTY PROCUREMENT CODE. This contractual agreement is subject to all terms and conditions of the terms and conditions of the Pitkin County Procurement Code, and said terms and conditions are hereby incorporated into this document by this reference. Article 7. AUTHORITY AND RESPONSIBILITY OF THE PROCUREMENT OFFICER. All work shall be done under the general supervision and direction of the Procurement Officer. The Procurement Officer shall decide any and all questions which may arise as to the quality and acceptability of materials furnished, work performed, rate of progress of the work, interpretation of the Contract, change orders (within the limits of his authority) and all other questions as to the compliance with the Contract on the part of the Contractor. Article 8. SUCCESSORS AND ASSIGNS. This Agreement and all of the covenants hereof shall inure to the benefit of and be binding upon the County and the Contractor respectively and their agents, representatives, employees, successors, assigns and legal representatives. Neither the County nor the Contractor shall have the right to assign, transfer or sublet his interest or obligations hereunder without the written consent of the other party. Article 9. THIRD PARTIES. This Agreement does not and shall not be deemed or construed to confer upon or grant to any third party or parties, except to parties to whom Contractor or County may assign this Agreement in accordance with the specific written permission, any rights to claim damages or to bring any suit action or other proceeding against either the County or Contractor because of any breach hereof or because of any of the terms, covenants, agreements or conditions herein contained. Article 10. WAIVER. No waiver of default by either party of any of the terms, covenants or conditions hereof to be performed, kept and observed by the other party shall be construed, or operate as, a waiver of any subsequent default of any of the terms, covenants or conditions herein contained, to be performed, kept and observed by the other party. Article 11. AGREEMENT MADE IN COLORADO. The parties agree that this Agreement was made in accordance with the laws of the State of Colorado and shall be so construed. Venue is agreed to be exclusively in the courts of Pitkin County, Colorado. Article 12. ATTORNEY'S FEES. In the event that legal action is necessary to enforce any of the provisions of this Agreement, the prevailing party shall be entitled to its costs and reasonable attomey's fees. Article 13. WAIVER OF PRESUMPTION. This Agreement was negotiated and reviewed through the mutual efforts of the parties hereto and the parties agree that no construction shall be made or presumption shall arise for or against either party based on any alleged unequal status of the parties in the negotiation, review or drafting of this Agreement. Article 14. TERMINATION FOR DEFAULT OR FOR CONVENIENCE OF COUNTY. A. The performance of work under the Contract may be terminated by the County: (1) Whenever the Contractor shall default in performance of this Contract in accordance with its terms, and fails to cure or show cause why such failure to perform should be excused within ten (10) days (or longer as the County may allow or shorter, but not less than three (3) days, for failure to provide proof of insurance or maintenance of any dangerous condition) after hand -delivery or mailing to the Contractor of a notice specifying the default. If mailed, said notice shall be sent by certified mail, return receipt requested, to the address specified heroin for the Contractor. The Contractor shall not be in default by reasons of any failure in 4 performance of this Contract in accordance with its terms if such failure arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to, acts of God, natural disasters, strikes, or freight embargoes, but in every case the failure to perform must be beyond the control and without the fault or negligence of the Contractor. Upon request of the Contractor, the County shall ascertain the facts and failure, and, if the County shall determine that any failure to perform constituted a valid commercial excuse, the performance shall be revised accordingly and notice of default withdrawn; or (2) Whenever for any reason and in its sole discretion the County shall determine that such termination is in its best interest and convenient. B. Notice of Termination. In the event of termination for the convenience; of the County, the County shall deliver to the Contractor a written notice of termination, specifying the reasons therefore, and the effective date of such termination. The effective date shall not be earlier than the date of hand - delivery or the date of mailing of the notice, plus three (3) business days. The notice of termination shall be sent regular first-class mail to the address of the Contractor herein provided. C. Termination Procedure. After the effective date of the notice of termination for default or for the convenience of the County, unless otherwise directed by the County, the Contractor shall: (1) Stop work under the Contract on the date specified in the notice of termination. (2) Place no further orders for materials, services or facilities. (3) Terminate all orders and subcontractors to the extent that they relate to the performance of work terminated by the notice of termination. (4) With the approval or ratification of the County, settle all outstanding liabilities and all claims arising out of such termination on orders or subcontracts, the cost of which would be reimbursable in whole or in part in accordance with this Contract. D. Termination Payment: After the effective date of a notice of termination for the convenience of the County, the Contractor shall submit to the County his termination claim in the form of a final invoice, including costs incurred to the date of termination, and costs incurred because of termination, which termination costs shall not exceed 10% of the total amount of proposal, provided however, that in the event of default by the Contractor, no extra costs incurred because of termination shall be paid to the Contractor. Any costs paid shall not be a waiver of any claim, counterclaim or set-off by the County against the Contractor on account of any default. Such claim must be submitted promptly, but in no event later than thirty (30) days from the effective date of termination, unless one or more extensions are granted in writing by the County. Upon the Contractor's failure to submit a claim in the time allowed, the County may review the information available to it and determine the amount due the Contractor, if any, and pay the Contractor the amount as determined. E. Termination Settlement: Subject to Paragraph D., above, the Contractor and County may negotiate the whole or any part of the amount or amounts to be paid, upon termination for default or for the convenience of the County. F. Remedies. The Contractor shall have the right of appeal from any determination made by the County under "Termination for Default or for Convenience of County;" except that if the Contractor 3 has failed to submit his claim within the time provided in Paragraph D., above, and has failed to properly request extension, he shall have no such right of appeal. In any case where the County has made a determination of the amount due under Paragraphs D. or E., above, the County shall pay the Contractor: (1) the amount the County has determined, if there is no right to appeal or if no timely appeal has been taken, or (2) the amount finally determined on such appeal if an appeal has been taken. G. Method of Appeal: If the Contractor disagrees with the County's determination under Paragraphs D. or E., he can appeal this decision in writing to the County. Such appeal must be made within twenty (20) days of receipt in writing of the County's determination. The County shall have twenty (20) days in which to respond in writing to the appeal. The County's response shall be final and conclusive unless within thirty (30) days from the date of receipt of such response the Contractor submits the dispute to a court of competent jurisdiction. Article 15. INTEGRATION AND MODIFICATION. This Contract constitutes the full and complete agreement of the parties and supersedes or incorporates any prior written and oral agreements of the parties. In addition, the Contractor understands that No County official or employee, other than the Board of County Commissioners acting as a body at a Board meeting, has authority to enter into a contract or to modify the terms of this contract on behalf of the County. Any such contract or modification to this contract must be in writing and be executed by the parties hereto. Article 16. RECORDS. The Contractor shall maintain comprehensive, complete and accurate books, records, and documents concerning its performance relating to this Project for a period of three (3) years after final payment on the Project. The County shall have the right within the three-year period to inspect and audit these books, records and documents, upon demand, in a reasonable manner and at reasonable times, for the purpose of determining, by accepted accounting and auditing standards, compliance with all provisions of the Contract and applicable law. Article 17. AUTHORIZED REPRESENTATIVE. The undersigned representative of Contractor, as an inducement to the County to execute this Agreement, represents that he/she is an authorized representative of Contractor for the purposes of executing the Agreement, and that he/she has full and complete authority to enter into this Agreement for the terms and conditions specified herein. IN WITNESS WHEREOF, the First Party and the Second Party, respectively have caused this agreement to be duly executed the day and year first herein written in four (4) copies, all of which to all intents and purposes shall be considered as the original. The Board of Commissioners Pitkin County, Colorado 506 East Main Street Aspen, Colorado 81611 By ATTEST: By APPROVED AS TO FORM: PITKIN COUNTY, First Party Dorothea Farris (Chairman Deputy Clerk and Recorder b/r-6 3-//- O L�I (Date) (Date) j6) Attorney for Pitkin County 1 G 5)8 (Date) RECOMME QED FOR APPROVAL: By By Title: CountyjManager for Pitkin County (Date) Director of 'ublic Works (Date) CONTRACTOR, Second Party ATTEST: By(SEAL 6. J Title - 2'J_OC�. ZZh,d Date: , 1998 By Title A'A*- •, 5