HomeMy WebLinkAbout20101486.tiff RESOLUTION
RE: APPROVE PURCHASE OF SERVICES AGREEMENT AND AUTHORIZE CHAIR TO SIGN
- ENVIROTECH SERVICES, INC.
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS,the Board has been presented with a Purchase of Services Agreement between
the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld
County, on behalf of the Department of Public Works, and EnviroTech Services, Inc., commencing
July 1, 2010, and ending June 30, 2011, with further terms and conditions being as stated in said
agreement, and
WHEREAS,after review,the Board deems it advisable to approve said agreement, a copy of
which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Purchase of Services Agreement between the County of Weld, State of
Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the
Department of Public Works, and EnviroTech Services, Inc., be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 12th day of July, A.D., 2010, nunc pro tunc July 1, 2010.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: ! �� �•� �• .a�
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Weld County Clerk to the Bo
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BY: I�.� u ani��``��=v.'
Dep Clerk bf e Board i�l�
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APPR D AS M:
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7)I David E. Long
Date of signature: girl 0
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MEMORANDUM
WIWDe.
COLORADO
TO: Clerk to the Board DATE: July 6, 2010
FROM: Josh Holbrook, Public Works
SUBJECT: Agenda Item
Purchase of Services Agreement between Envirotech Services Inc. and Weld County. There is no
money involved. Envirotech is going to supply the material for the roads at no charge and Weld
County will supply the labor and equipment. We are only going to apply three miles for fugitive dust
application
WCR 29 between WCR 72 and WCR 74 will be treated. The remainder two miles are to be
determined due to traffic volume and availability of Weld County's equipment on the remainder two
miles.
Enclosed are two original Agreements. Please return one original to Public Works.
M\Francie\AgendaJosh.doc
1 11 I 2010-1486
PURCHASE OF SERVICES AGREEMENT
a
THIS AGREEMENT is made and entered into this /02 day of ,
2010, the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, whose address is 915 Tenth Street, Greeley, Colorado
80631, hereinafter referred to as "Weld County", and ENVIROTECH SERVICES, INC.,
whose address is 910 54th Avenue, Suite 520, Greeley, Colorado 80634, hereinafter
referred to as "ESI".
WITNESSETH:
WHEREAS, Weld County's obligations to its citizens includes the obligation to
construct, improve and maintain both paved and unpaved county roads, and
WHEREAS, Weld County's maintenance of its unpaved roads includes the
implementation of dust abatement and soil stabilization measures, and
WHEREAS, ESI has developed, and manufactured a chemical compound,
(hereinafter referred to as "Product"), designed to be used for the purposes of dust
abatement and soil stabilization in the maintenance of unpaved roads, and
WHEREAS, ESI desires to conduct field tests to assess the effectiveness of said
Product on unpaved roads, and is willing to provide that Product to Weld County at no
cost to Weld County, and
WHEREAS, Weld County is willing to permit ESI to conduct field tests of the
Product on certain of the County's unpaved roads under certain terms and conditions.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
1. TERM: The term of this Agreement shall be from July 1, 2010, through June 31,
2011.
2. SERVICES PROVIDED BY ESI:
a. ESI shall provide, at its cost, sufficient Product to Weld County to treat a
two mile controlled section of unpaved Weld County roads;
b. The location of the section shall be determined by Weld County, subject to
the approval of ESI;
c. Upon the request of Weld County, ESI shall provide additional Product to
treat an additional three miles of unpaved Weld County roads, the location of which shall
be determined solely by Weld County;
3. COMPENSATION: Weld County shall be under no obligation to pay ESI for any
of the Product supplied by ESI for the treatment of up to five miles of Weld County
unpaved roads.
4. WARRANTIES OF ESI:
a. ESI makes no warranties as to Products' use for purposes of dust
abatement and soil stabilization in the maintenance of unpaved roads. However, in the
event the Product causes any damage to a Weld County unpaved road, ESI shall, at its
sole cost and expense, remove the Product and restore the damaged road to the condition
it was in prior to the application of its Product, and shall apply dust abatement chemicals
as directed by Weld County.
5. OBLIGATIONS OF WELD COUNTY:
a. Weld County shall, at its sole expense, apply Product to the sections of
unpaved Weld County roads described in paragraphs 2.a-c above according to the
directions of ESI.
b. Weld County acknowledges that the Product may prove to be ineffective
as a method of dust abatement and soil stabilization in the maintenance of unpaved roads,
and that the Product may even degrade the unpaved road, and therefore shall monitor the
condition of the roads treated with the Product.
c. Weld County acknowledges that ESI's Product is a proprietary and/or
developmental compound and that in the course of its participation in the field tests
described in this Agreement, may be provided access to documentation, procedures, trade
secrets and other information and materials, (hereinafter "Confidential Information"), and
agrees that such Confidential Information shall not be subject to disclosure to the public
as a public record, but shall be subject to the exceptions set forth under the provisions of
Colorado Revised Statutes §24-72-3, and specifically §24-72-3(a)(iv).
6. TERMINATION: Either party may terminate this Agreement at any time by
providing the other party with a 30-day written notice thereof. Furthermore, this
Agreement may be terminated at any time without notice upon a material breach of the
terms of the Agreement.
7. ENTIRE AGREEMENT/MODIFICATIONS: This Agreement constitutes the
entire understanding between the parties with respect to the promises and covenants made
therein. No modification of the terms of this Agreement shall be valid unless made in
writing and agreed to by both parties.
8. GOVERNMENTAL IMMUNITY: No term or condition of this contract shall be
construed or interpreted as a waiver, express or implied, of any of the immunities, rights,
benefits, protections or other provisions, of the Colorado Governmental Immunity Act
§§24-10-101 et seq., as applicable now or hereafter amended.
9. INDEPENDENT CONTRACTOR: ESI shall perform its duties hereunder as an
independent contractor and not as an employee. ESI shall be solely responsible for its
acts and those of its agents and employees for all acts performed pursuant to this
Agreement. Neither ESI nor any agent or employee of ESI shall be deemed to be an agent
or employee of Weld County.ESI and its employees and agents are not entitled to
unemployment insurance or workers' compensation benefits through Weld County and
Weld County shall not pay for or otherwise provide such coverage for ESI or any of its
agents or employees. Unemployment insurance benefits will be available to ESI and its
employees and agents only if such coverage is made available by ESI or a third party.
ESI shall pay when due all applicable employment taxes and income taxes and local head
taxes (if applicable) incurred pursuant to this Agreement. ESI shall not have
authorization, express or implied, to bind Weld County to any agreement, liability or
understanding, except as expressly set forth in this Agreement. ESI shall have the
following responsibilities with regard to workers' compensation and unemployment
compensation insurance matters: (a)provide and keep in force workers' compensation
and unemployment compensation insurance in the amounts required by law and (b)
provide proof thereof when requested to do so by Weld County.
10. COMPLIANCE WITH LAW: ESI shall strictly comply with all applicable
federal and State laws, rules and regulations in effect or hereafter established, including
without limitation, laws applicable to discrimination and unfair employment practices.
11. CHOICE OF LAW: Colorado law, and rules and regulations established pursuant
thereto, shall be applied in the interpretation, execution, and enforcement of this
Agreement. Any provision included or incorporated herein by reference which conflicts
with said laws, rules and/or regulations shall be null and void.
12. PUBLIC CONTRACTS FOR SERVICES: C.R.S. §8-17.5-101 ESI certifies,
warrants, and agrees that it does not knowingly employ or contract with an illegal alien
who will perform work under this contract and will confirm the employment eligibility of
§all employees who are newly hired for employment in the United States to perform
work under this Agreement, through participation in the E-Verify program of the
Department program established pursuant to C.R.S. §8-17.5-102(5)(c). ESI shall not
knowingly employ or contract with an illegal alien to perform work under this Agreement
or enter into a contract with a subcontractor that fails to certify with ESI that the
subcontractor shall not knowingly employ or contract with an illegal alien to perform
work under this Agreement. ESI (a) shall not use E-Verify Program or Department
program procedures to undertake pre-employment screening or job applicants while this
Agreement is being performed, (b) shall notify the subcontractor and Weld County within
three (3) days that ESI has actual knowledge that a subcontractor is employing or
contracting with an illegal alien and (c) shall terminate the subcontract if a subcontractor
dues not stop employing or contracting with the illegal alien within three (3) days of
receiving notice, and (d) shall comply with reasonable requests made in the course of an
investigation, undertaken pursuant to C.R.S. §8-17.5-102(5), by the Colorado
Department of Labor and Employment. If ESI participates in the Department program,
ESI shall deliver to Weld County, a written notarized affirmation that V has examined
the legal work status of such employee, and shall comply with all of the other
requirements of the Department program. If ESI fails to comply with any requirement of
this provision or of C.R.S. §8-17.5-101 et seq., Weld County, may terminate this
Agreement for breach, and if so terminated, ESI shall be liable for damages.
13. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST,.C.R.S. $$
24-18-201 et seq. and §24-50-507: The signatories to this Agreement aver that to their
knowledge, no employee of Weld County has any personal or beneficial interest
whatsoever in the service or property which is the subject matter of this Agreement. ESI
has no interest and shall not acquire any interest direct or indirect, which would in any
manner or degree with the performance of ESI's services and ESI shall not employ any
person having such known interests. During the term of this Agreement, ESI shall not
engage in any in any business or personal activities or practices or maintain any
relationships which actually conflict with or in any way appear to conflict with the full
performance of its obligations under this Agreement. Failure by ESI to ensure
compliance with this provision may result, in Weld County's sole discretion, in
immediate termination of this Agreement.
14. NO THIRD PARTY BENEFICIARY ENFORCEMENT: It is expressly
understood and agreed that the enforcement of the terms and conditions of this
Agreement, and all rights of action relating to such enforcement, shall be strictly reserved
to the undersigned parties and nothing in this Agreement shall give or allow any claim or
right of action whatsoever by any other person not included in this Agreement. It is the
express intention of the undersigned parties that any entity other than the undersigned
parties receiving services or benefits under this Agreement shall be an incidental
beneficiary only.
15. INSURANCE AND INDEMNIFICATION: ESI shall defend, indemnify, and
hold harmless Weld County, its officers and agents, from and against loss or liability
arising from ESI's acts, errors or omissions in seeking to perform its obligations under
this Agreement. Included in this obligation is the obligation of ESI to defend, indemnify,
and hold harmless Weld County, its officers and agents, from and against loss or liability
arising from any violation of the provisions of Paragraph 4 of this Agreement. ESI
represents that it has sufficient liability insurance to meet its obligations under this
Agreement in the event that the use of its Product causes any damage or injury of the
type anticipated under the terms of Paragraph 4 of this Agreement.
IN WITNESS WHEREOF, Weld County and ESI have caused this agreement to
be executed this of June, 2010.
ENVIROTECH SERVICES INC.
By:
S en C Bytnar, irec or of Rese c
ATTEST: ' ��"y BOARD OF COUNTY
COMMISSIONERS *I EL
Weld County Clerk to t :o ��WELD COUNT OLORADO
�1861
By:
Deputy Cle to t e - `; !/ out as Rad macher, Chair
UPI I 07/12/2010
APP VEDA FORM:
Bruce T. Barker
Weld County Attorney
IN WITNESS WHEREOF, the parties hereto have signed the date and year set forth
above.
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