The URL can be used to link to this page

Browse Search

Home My WebLink About20203494.tiffBOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: H Street Vapor recovery DEPARTMENT: Fleet Services PERSON REQUESTING: David Springer DATE:11/16/20 Brief description of the problem/issue: Weld County's 1113 H Street Fuel Farm is in the Colorado Air Quality Nonattainment Area requiring tank to have a vapor recovery system. Not having the necessary vapor recovery system puts the county at risk for a fine and or closure of the tank farm. Fleet services has requested five bids from area contractors that do this work to correct this non-compliance issue and received two bids back. Kubat Equipment and Service Co. is the lowest bid we received. The price for all parts and labor and services is $18,589.05 What options exist for the Board? (include consequences, impacts, costs, etc. of options): Not bringing the fueling facility into compliance could result in a fine and a Cease and Desist order. This would require county vehicles to fuel at a more costly and less convenient spot. It would also put unnecessary work loads on IT and Accounting. Recommendation: Fleet Services recommends approval of the Kubat Equipment bid and enter into a contract to install the necessary vapor recovery system. Mike Freeman, Chair Scott K. James Barbara Kirkmeyer Steve Moreno, Pro -Tern Kevin D. Ross Approve Recommendation Schedule Work Session ex cr(40 s) 2-O i I I (3O 4zo Other/Comments: 2020-3494 F 000 Karla Ford From: Sent: To: Subject: Steve Moreno Wednesday, November 18, 2020 10:03 AM Karla Ford Re: Please Reply - 2020 Pass Around Form fuel system vapor rec Approve recommendation Sent from my iPhone On Nov 18, 2020, at 9:27 AM, Karla Ford <kford(«?wetdgov.com> wrote: Do you approve recommendation? Karla Ford R Office Manager, Board of Weld County Commissioners 1150 0 Street, P.O. Box 758, Greeley, Colorado 80632 :: 970,336-7204 :: jcford©weldgov.com :: www.weldaov.com :. **Please note my working hours are Monday -Thursday 7:00a.m.-5:00p.m.** <image002. jpg> Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: David Springer <dspringer@weldeov.com> Sent: Monday, November 16, 2020 4:28 PM To: Karla Ford <kfordfWweldgov,corn> Subject: 2020 Pass Around Form fuel system vapor rec Karla, Good day to you. Attached is a pass around I need to have done. Thank you, David Springer Director, Fleet Services Weld County Government 1399 N. 17th Ave. Greeley, CO 80631 970-400-3513 970-673-5007 cell <image001.jpg> 1 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN WELD COUNTY & KUBAT EQUIPMENT AND SERVICE - FUELING FACILITY PROJECT THIS AGREEMENT is made and entered into this 3(i day of Rpvembe-r , 2020 by and between the County of Weld, a body corporate and politic of the State of Colorado, by and through its Board of County Commissioners, whose address is 1150 "O" Street, Greeley, Colorado 80631 hereinafter referred to as "County," and Kubat Equipment and Service Co,, a corporation, who whose address is 1070 S. Galapago St., Denver, Colorado 80223, hereinafter referred to as "Contract Professional". WHEREAS, County desires to retain Contract Professional as an independent Contract Professional to perform services as more particularly set forth below; and WHEREAS, Contract Professional has the ability, qualifications, and time available to timely perform the services, and is willing to perform the services according to the terms of this Agreement. WHEREAS, Contract Professional is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the services as set forth below; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. Introduction. The terms of this Agreement are contained in the terms recited in this document and in Exhibit A, which forms an integral part of this Agreement. Exhibit A is specifically incorporated herein by this reference. County and Contract Professional acknowledge and agree that this Agreement defines the performance obligations of Contract Professional and Contract Professional's willingness and ability to meet those requirements. Exhibit A consists of Contract Professional's quotation for services. 2. Service or Work. Contract Professional agrees to procure the materials, equipment and/or products necessary for the project and agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the project described in Exhibit A. Contract Professional shall coordinate with Weld County to perform the services described on attached Exhibits. Contract Professional shall faithfully perform the work in accordance with the standards of professional care, skill, training, diligence and judgment provided by highly competent Contract Professionals performing services of a similar nature to those described in this Agreement. Contract Professional shall further be responsible for the timely completion, and acknowledges that a failure to comply with the standards and requirements of Exhibit A within the time limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement. 3. Term. The term of this Agreement begins upon the date of the execution of this Agreement by County, and shall continue through and until Contract Professional's completion of the responsibilities described in Exhibit A. Both of the parties to this Agreement understand and agree that the laws of the State of Colorado prohibit County from entering into Agreements which bind County for periods longer than one year. Therefore, within the thirty (30) days preceding the anniversary date of this Agreement, County shall notify Contract Professional if it wishes to renew this Contract. 4. Termination. County has the right to tei,iiinate this Agreement, with or without cause on thirty (30) days written notice. Furthermore, this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement. However, nothing herein shall be construed as giving Contract Professional the right to provide services under this Agreement beyond the time when such services become unsatisfactory to the County. o2v o - 349 If this Agreement is terminated by County, Contract Professional shall be compensated for, and such compensation shall be limited to, (1) the sum of the amounts contained in invoices which it has submitted and which have been approved by the County; (2) the reasonable value to County of the services which Contract Professional provided prior to the date of the termination notice, but which had not yet been approved for payment; and (3) the cost of any work which the County approves in writing which it determines is needed to accomplish an orderly termination of the work. County shall be entitled to the use of all material generated pursuant to this Agreement upon termination. Upon termination, County shall take possession of all materials, equipment, tools and facilities owned by County which Contract Professional is using, by whatever method it deems expedient; and, Contract Professional shall deliver to County all drawings, drafts or other documents it has completed or partially completed under this Agreement, together with all other items, materials and documents which have been paid for by County, and these items, materials and documents shall be the property of County. Copies of work product incomplete at the time of termination shall be marked "DRAFT -INCOMPLETE." Upon termination of this Agreement by County, Contract Professional shall have no claim of any kind whatsoever against the County by reason of such termination or by reason of any act incidental thereto, except for compensation for work satisfactorily performed and/or materials described herein properly delivered. 5. Extension or Modification. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contract Professional shall be the basis for additional compensation unless and until Contract Professional has obtained written authorization and acknowledgement by County for such additional services. Accordingly, no claim that the 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 the County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contract Professional'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. In the event the County shall require changes in the scope, character, or complexity of the work to be performed, and said changes cause an increase or decrease in the time required or the costs to the Contract Professional for performance, an equitable adjustment in fees and completion time shall be negotiated between the parties and this Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the Contract Professional for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated supplemental Agreement. Any change in work made without such prior supplemental Agreement shall be deemed covered in the compensation and time provisions of this Agreement 6. Compensation/Contract Amount. Upon Contract Professional's successful completion of the services, and County's acceptance of the same, County agrees to pay an amount no greater than $18,589.05, which is the bid set forth in Exhibit A. Contract Professional acknowledges no payment in excess of that amount will be made by County unless a "change order" authorizing such additional payment has been specifically approved by the Director of Weld County Public Works, or by formal resolution of the Weld County Board of County Commissioners, as required pursuant to the Weld County Code. Any other provision of this Agreement notwithstanding, in no event shall County be liable for payment for services rendered and expenses incurred by Contract Professional under the terms of this Agreement for any amount in excess of the sum of the bid amount set forth in Exhibit A. Contactor acknowledges that any work it performs beyond that specifically authorized by County is performed at Contract Professional's risk and without authorization under this Agreement. County shall not be liable for the payment of taxes, late charges or penalties of any nature other than the compensation stated herein. 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 Contract Professional was improper because the service for which payment was made did not perform as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contract Professional 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. County will not withhold any taxes from monies paid to the Contract Professional hereunder and Contract Professional 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. 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 Contract Professional in respect of any period after December 31 of any year, without an appropriation therefore 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) 7. Independent Contract Professional. Contract Professional agrees that it is an independent Contract Professional and that Contract Professional's officers, agents or employees will not become employees of County, nor entitled to any employee benefits from County as a result of the execution of this Agreement. Contract Professional shall perform its duties hereunder as an independent Contract Professional. Contract Professional shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. Contract Professional, its employees and agents are not entitled to unemployment insurance or workers' compensation benefits through County and County shall not pay for or otherwise provide such coverage for Contract Professional or any of its agents or employees. Unemployment insurance benefits will be available to Contract Professional and its employees and agents only if such coverage is made available by Contract Professional or a third party. Contract Professional shall pay when due all applicable employment taxes and income taxes and local head taxes (if applicable) incurred pursuant to this Agreement. Contract Professional shall not have authorization, express or implied, to bind County to any agreement, liability or understanding, except as expressly set forth in this Agreement. Contract Professional 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 as set forth in Exhibit A provide proof thereof when requested to do so by County. S. Subcontractors. Contract Professional acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contract Professional. Contract Professional shall not enter into any subcontractor agreements for the completion of this project 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. Contract Professional shall require each subcontractor, as approved by County and to the extent of the Services to he performed by the subcontractor, to be bound to Contract Professional by the terms of this Agreement, and to assume toward Contract Professional all the obligations and responsibilities which Contract Professional, 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 Contract Professional and Contract Professional shall cooperate in such process. The Contract Professional shall he responsible for the acts and omissions of its agents, employees and subcontractors. 9. Ownership. All work and information obtained by Contract Professional under this Agreement or individual work order shall become or remain (as applicable), the property of County. In addition, all reports, documents, data, plans, drawings, records and computer files generated by Contract Professional in relation to this Agreement and all reports, test results and all other tangible materials obtained and/or produced in connection with the performance of this Agreement, whether or not such materials are in completed form, shall at all times be considered the property of the County. Contract Professional shall not make use of such material for purposes other than in connection with this Agreement without prior written approval of County. 10. Confidentiality. Confidential financial information of the Contract Professional should be transmitted separately from the main bid submittal, clearly denoting in red on the financial information at the top the word, "CONFIDENTIAL." However, Contract Professional is advised that as a public entity, Weld County must comply with the provisions of C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. Contract Professional agrees to keep confidential all of County's confidential information. Contract Professional agrees not to sell, assign, distribute, or disclose any such confidential information to any other person or entity without seeking written permission from the County. Contract Professional agrees to advise its employees, agents, and consultants, of the confidential and proprietary nature of this confidential information and of the restrictions imposed by this agreement. 11. Warranty. Contract Professional warrants that the services performed under this Agreement will be performed in a manner consistent with the professional standards governing such services and the provisions of this Agreement. Contract Professional further represents and warrants that all services shall be performed by qualified personnel in a professional and workmanlike manner, consistent with industry standards, and that all services will conform to applicable specifications. In addition to the foregoing warranties, Contract Professional is aware that all work performed on this Project pursuant to this Agreement is subject to a one year warranty period during which Contract Professional must correct any failures or deficiencies. This warranty shall commence on the date of County's final inspection and acceptance of the Project. 12. Acceptance of Services Not a Waiver. Upon completion of the work, Contract Professional shall submit to County originals of all test results, reports, etc., generated during completion of this work. Acceptance by County of reports and incidental material(s) furnished under this Agreement shall not in any way relieve Contract Professional of responsibility for the quality and accuracy of the project. In no event shall any action by County hereunder constitute or be construed to be a waiver by County of any breach of this Agreement or default which may then exist on the part of Contract Professional, and County's action or inaction when any such breach or default shall exist shall not impair or prejudice any right or remedy available to County with respect to such breach or default. No assent, expressed or implied, to any breach of any one or more covenants, provisions or conditions of the Agreement shall be deemed or taken to be a waiver of any other breach. Acceptance by the County of, or payment for, the services completed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 13. Insurance and Indemnification. Contract Professionals must secure, at or before the time of execution of any agreement or commencement of any work, the following insurance covering all operations, goods or services provided pursuant to this request. Contract Professionals shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, and during any warranty period. The required insurance shall be underwritten by an insurer licensed to do business in Colorado and rated by A.M. Best Company as "A"VIII or better. Each policy shall contain a valid provision or endorsement stating "Should any of the above -described policies by canceled or should any coverage be reduced before the expiration date thereof, the issuing company shall send written notice to the Weld County Director of General Services by certified mail, return receipt requested. Such written notice shall be sent thirty (30) days prior to such cancellation or reduction unless due to non-payment of premiums for which notice shall be sent ten (10) days prior. If any policy is in excess of a deductible or self -insured retention, County must be notified by the Contract Professional. Contract Professional shall be responsible for the payment of any deductible or self -insured retention. County reserves the right to require Contract Professional to provide a bond, at no cost to County, in the amount of the deductible or self -insured retention to guarantee payment of claims. The insurance coverage's specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Professional. The County in no way warrants that the minimum limits contained herein are sufficient to protect them from liabilities that might arise out of the performance of the work under this Contract by the Contract Professional, its agents, representatives, employees, or subcontractors. The Contract Professional shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contract Professional is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. The Contract Professional shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement. Any modification to these requirements must be made in writing by Weld County. The Contract Professional stipulates that it has met the insurance requirements identified herein. The Contract Professional shall be responsible for the professional quality, technical accuracy, and quantity of all services provided, the timely delivery of said services, and the coordination of all services rendered by the Contract Professional and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. INDEMNITY: The Contract Professional shall defend, indemnify and hold harmless County, its officers, agents, and employees, from and against injury, loss damage, liability, suits, actions, or willful acts or omissions of Contract Professional, or claims of any type or character arising out of the work done in fulfillment of the terms of this Contract or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contract Professional to conform to any statutes, ordinances, regulation, law or court decree. The Contract Professional shall be fully responsible and liable for any and all injuries or damage received or sustained by any person, persons, or property on account of its performance under this Agreement or its failure to comply with the provisions of the Agreement, or on account of or in consequence of neglect of the Contract Professional in its methods or procedures; or in its provisions of the materials required herein, or from any claims or amounts arising or recovered under the Worker's Compensation Act, or other law, ordinance, order, or decree. This paragraph shall survive expiration or termination hereof. It is agreed that the Contract Professional will be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the Contract Professional agrees to waive all rights of subrogation against the County its associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the work performed by the Contract Professional for the County. A failure to comply with this provision shall result in County's right to immediately terminate this Agreement. Types of Insurance: The Contract Professional shall obtain, and maintain at all times during the term of any Agreement, insurance in the following kinds and amounts: Workers' Compensation Insurance as required by state statute, and Employer's Liability Insurance covering all of the Contract Professional's employees acting within the course and scope of their employment. Policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contract Professional or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contract Professional or subcontractor executes the appropriate sole proprietor waiver form. Commercial General Liability Insurance shall include bodily injury, property damage, and liability assumed under the contract. $1,000,000 each occurrence; $1,000,000 general aggregate; $1,000,000 Personal Advertising injury Automobile Liability: Contract Professional shall maintain limits of $1,000,000 for bodily injury per person, $1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non - owned vehicles used in the performance of this Contract. Professional Liability (Errors and Omissions Liability) The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the Scope of Services of this contract. Contract Professional shall maintain limits for all claims covering wrongful acts, errors and/or omissions, including design errors, if applicable, for damage sustained by reason of or in the course of operations under this Contract resulting from professional services. In the event that the professional liability insurance required by this Contract is written on a claims -made basis, Contract Professional warrants that any retroactive date under the policy shall precede the effective date of this Contract; and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed. Minimum Limits: Per Loss Aggregate $ 1,000,000 $ 2,000,000 Contract Professionals shall secure and deliver to the County at or before the time of execution of this Agreement, and shall keep in force at all times during the term of the Agreement as the same may be extended as herein provided, a commercial general liability insurance policy, including public liability and property damage, in form and company acceptable to and approved by said Administrator, covering all operations hereunder set forth in the related Bid or Request for Proposal. Proof of Insurance: County reserves the right to require the Contract Professional to provide a certificate of insurance, a policy, or other proof of insurance as required by the County's Risk Administrator in his sole discretion. Additional Insureds: For general liability, excess/umbrella liability, pollution legal liability, liquor liability, and inland marine, Contract Professional's insurer shall name County as an additional insured. Waiver of Subrogation: For all coverages, Contract Professional's insurer shall waive subrogation rights against County. Subcontractors: All subcontractors, independent Contract Professionals, sub -vendors, suppliers or other entities providing goods or services required by this Agreement shall be subject to all of the requirements herein and shall procure and maintain the same coverage's required of Contract Professional. Contract Professional shall include all such subcontractors, independent Contract Professionals, sub -vendors suppliers or other entities as insureds under its policies or shall ensure that all subcontractors maintain the required coverages. Contract Professional agrees to provide proof of insurance for all such subcontractors, independent Contract Professionals, sub -vendors suppliers or other entities upon request by the County. 14. Non -Assignment. Contract Professional may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contract Professional to assign or transfer its rights hereunder without such prior approval by County shall, at the option of County, automatically terminate this Agreement and all rights of Contract Professional hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 15. Examination of Records. To the extent required by law, the Contractor agrees that any duly authorized representative of County, including the County Auditor, shall have access to and the right to examine and audit any books, documents, papers and records of Contractor, involving all matters and/or transactions related to this Agreement. The Contractor agrees to maintain these documents for three years from the date of the last payment received. 16. Interruptions. Neither party to this Agreement shall he liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions. 17. Notices. County may designate, prior to commencement of work, its project representative ("County Representative") who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to County Representative. The County Representative for purposes of this Agreement is hereby identified as, Director of Weld County Department of Fleet Services, or his designee. All notices or other communications (including annual maintenance made by one party to the other concerning the terms and conditions of this contract shall be deemed delivered under the following circumstances: (a) personal service by a reputable courier service requiring signature for receipt; or (b) five (5) days following delivery to the United States Postal Service, postage prepaid addressed to a party at the address set forth in this contract; or (c) electronic transmission via email at the address set forth below, where a receipt or acknowledgment is required by the sending party; or (d) transmission via facsimile, at the number set forth below, where a receipt or acknowledgment is required by the sending party. Either party may change its notice address(es) by written notice to the other. Notification Information: Contract Professional: Craig Hoyer Attn.: President, Address:1070 South Galapago Street Address:Denver, CO 80223 E-mail:choyer@kubatequip.com Facsimile:303-777-2324 With copy to: Name:Ron Richards Position:Sales Representative Address:1070 South Galapago Street Address:Denver, CO 80223 E-mail :RRichards@Kubatequip.com Facsimile:303-777-2324 County: David Springer Director Fleet Services 1399 N. 17th Ave, Greeley Co.80631 dspringer@weldgov.com Facsimile: 970-400-3511 Office: 970-400-3513 18. Compliance with Law. Contract Professional 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. 19. Non -Exclusive Agreement. This Agreement is nonexclusive and County may engage or use other Contract Professionals or persons to perform services of the same or similar nature. 20. Entire Agreement/Modifications. This Agreement including the Exhibits attached hereto and incorporated herein, contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiations, representations, and understandings or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 21. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. 22. 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. County has no interest and shall not acquire any interest direct or indirect, that would in any manner or degree interfere with the performance of Contract Professional's services and Contract Professional shall not employ any person having such known interests. During the term of this Agreement, Contract Professional shall not engage in any in any business or personal activities or practices or maintain any relationships which actually conflicts with or in any way appear to conflict with the full performance of its obligations under this Agreement. Failure by Contract Professional to ensure compliance with this provision may result, in County's sole discretion, in immediate termination of this Agreement. No employee of Contract Professional nor any member of Contract Professional's family shall serve on a County Board, committee or hold any such position which either by rule, practice or action nominates, recommends, supervises Contract Professional's operations, or authorizes funding to Contract Professional. 23. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. 24. 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. 25. No Third Party Beneficiary. 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. 26. Board of County Commissioners of Weld County Approval. This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado or its designee. 27. Choice of Law/Jurisdiction. 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. hi the event of a legal dispute between the parties, Contract Professional agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 28. Public Contracts for Services C.R.S. §8-17.5-101. Contract Professional certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract. Contract Professional will confi,ni 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 or the State of Colorado program established pursuant to C.R.S. §8-17.5-102(5)(c). Contract Professional 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 Contract Professional that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Contract Professional shall not use F -Verify Program or State of Colorado program procedures to undertake pre- employment screening or job applicants while this Agreement is being performed. If Contract Professional obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien Contract Professional shall notify the subcontractor and County within three (3) days that Contract Professional has actual knowledge that a subcontractor is employing or contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving notice. Contract Professional shall not teiininate the contract if within three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. Contract Professional 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 Contract Professional participates in the State of Colorado program, Contract Professional shall, within twenty days after hiring an new employee to perform work under the contract, affirm that Contract Professional has examined the legal work status of such employee, retained file copies of the documents, and not altered or falsified the identification documents for such employees. Contract Professional shall deliver to County, a written notarized affirmation that it has examined the legal work status of such employee, and shall comply with all of the other requirements of the State of Colorado program. If Contract Professional fails to comply with any requirement of this provision or of C.R.S. §8-17.5-101 et seq., County, may terminate this Agreement for breach, and if so terminated, Contract Professional shall be liable for actual and consequential damages. Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if Contract Professional receives federal or state funds under the contract, Contract Professional must confirm that any individual natural person eighteen (18) years of age or older is lawfully present in the United States pursuant to C.R.S. § 24-76.5-103(4), if such individual applies for public benefits provided under the contract. If Contract Professional operates as a sole proprietor, it hereby swears or affirms under penalty of perjury that it: (a) is a citizen of the United States or is otherwise lawfully present in the United States pursuant to federal law, (b) shall produce one of the forms of identification required by C.R.S. § 24-76.5-101, et seq., and (c) shall produce one of the forms of identification required by C.R.S. § 24-76.5-103 prior to the effective date of the contract. 29. Compliance with Davis -Bacon Wage Rates. NOT APPLICABLE. 30. Attorneys Fees/Legal Costs. In the event of a dispute between County and Contract Professional, concerning this Agreement, the parties agree that each party shall be responsible for the payment of attorney fees and/or legal costs incurred by or on its own behalf. 31. Binding Arbitration Prohibited: Weld County does not agree to binding arbitration by any extra judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by reference shall be null and void. Acknowledgment. County and Contract Professional acknowledge that each has read this Agreement, understands it and agrees to be bound by its terms. Both parties further agree that this Agreement, with the attached Exhibit A is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. +h IN WITNESS WHEREOF, the parties hereto have signed this Agreement this 3LI day of (lavembe r 2020. CONTRACT PROFESSIONAL: By: Name: %?o,N 2r`c tiara s Title: g0fes/7. ?Sit4n .-ve(' x Gf')1 /9 a T3 do be /4,4,76 ©,•ale ld35'ca?93 Date ll/? tad WELD COW•� ATTES _ 4 Weld ' o t , lerk to th • and BY BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO Mike Freeman, Chair NOV 3 0 2020 0.2.o02D -34.7(.1- Agreement for Professional Services for Fueling Facility Project - Kubat Equipment and Service Company PPROVED AS TO SUBSTANCE: Elected Official dr Deptment Head APPROVED AS TO FUNDING: (.4- 0A,4_, -4_, Controller APPROVED AS TO FORM: it County Attorney Zo02o _ 3�9i-IL MEMBER PEI= `�EuN EWu�ENTt�5`� 03496 BILL TO: 1070 So. Galapago St.- Denver, CO 80223 Fax 303-777-2324 Complete Sales, Service, Bc I, xt¢ll¢tion 303-777-2044 WELD COUNTY DEPT OF PURCHA 1150 O STREET GREELEY CO 80631 QUOTE NUMBER 1034293-0000-01 SHIP TO: WELD COUNTY DEPT OF PURCHA 1113 H STREET (FUELING FACILITY) GREELEY CO 80631 CUSTOMER P.O. NO. H STREET VAPOR ***QUOTATION******QUOTATION******QUOTATION******QUOTATION******QUOTATION*** QUOTE NUMBER SLSMN. ORDER DATE 1034293-0000-01 1084 10/12/20 TAKER 1051 CUSTOMER P.O. NUMBER DATE H STREET VAPOR INSTRUCTIONS FF PAGE NOS QUANTITY ORDERED B.0./RE' SHIPPED EM CODE AND SCRIPTION U/M MULT. ****************************** KUBAT EQUIPMENT AND SERVICE COMPANY THANKS YOU FOR THE OPPORTUNITY TO PROVIDE THE FOLLOWING QUOTE AND SCOPE OF WORK. KUBAT EQUIPMENT WILL; 1. Supply and install applicable piping to allow for stage 1 vapor recovery on both northwest unleaded aboveground storage tanks (AST)s. 2. Replace existing atmospheric tank vent caps with new listed pressure vacuum vent caps. 3. Verify correct operation of newly installed Stage 1 vapor recovery. ** Customer to have delivery scheduled as applicable during quoted scope of work. P UNIT PRICE 1 AMOUNT CODE EXPLANATION • - STATE TAX APPLICABLE H - FED./OTHER TAX APPLICABLE + - STATE & FEDERAL TAX APPL. B- BALANCE BACK ORDERED C - CONSIDER COMPLETE ❑ - DIRECT SHIPMENT F - FACTORY MINIMUM rt - RETURNED CYL. 4 FREIGHT IN FREIGHT OUT ****SEE ATTACHED TERMS & CONDITIONS WHICH ARE PART OF THIS QUOTATION**** Customer Signature SUB TOTAL MISC. CHARGE TELE. CHARGE FREIGHT TOTAL FED./OTHER TAX TAX PAYMENT REC'D. CONTINUED Sales Rep Signature DUPLICATE MEMBER mPEI= M EQUIPMENT 03496 BILL TO: 1070 So. Galapago St.- Denver, CO 80223 Fax 303-777.2324 Complete Sales, Service, & Installation WELD COUNTY DEPT OF PURCHA 1150 O STREET GREELEY CO 80631 303-777-2044 QUOTE NUMBER 1034293-0000-01 SHIP TO: WELD COUNTY DEPT OF PURCHA 1113 H STREET (FUELING FACILITY) GREELEY CO 80631 CUSTOMERP.O. NO. H STREET VAPOR ***QUOTATION******QUOTATION******QUOTATION******QUOTATION******QUOTATION*** TE NUMBER SLSM 1034293-0000-01 1084 ORDER DATE 10/12/20 TAKER 1051 CUSTOMER P.O. NUMBER DATE H STREET VAPOR INSTRUCTIONS FRT. PAGE NTITY ORDERED,; 2 80 .O /RET. SHINED DISP. ITEM CODE AND DESCRIPTK U/M MOLT. ****************************** ****************************** Excluded from this quote; 1. Any and all parts and labor not listed within this quote. 2. Any and all testing to verify tanks will pass National Emission Standards for Hazardous Air (NESHAP) testing. (See optional adder) ****************************** *623V-3203 OPW 3" NPT PRESSURE/VACUUM VENT (ATMOSPHERIC VENT) 3 -GP 3" GALVINIZED PIPE 00004 ZZ0J8 UPC# 00004 ZZ0J8 EA EA P UNIT 172.00 26.75 2 344.00 2140.00 CODE EXPLANATION • - STATE TAX APPLICABLE - FED./OTHER TAX APPLICABLE + - STATE & FEDERAL TAX APPL. B - BALANCE BACK ORDERED C - CONSIDER COMPLETE O - DIRECT SHIPMENT F - FACTORY MINIMUM rt - RETURNED CYL. 4 FREIGHT IN FREIGHT OUT * * * *SEE ATTACHED TERMS & CONDITIONS WHICH ARE PART OF THIS QUOTATION**** Customer Signature SUB TOTAL MISC. CHARGE TELE. CHARGE FREIGHT TOTAL FED./OTHER TAX TAX PAYMENT REC'D. CONTINUED Sales Rep Signature DUPLICATE MEMBER PEI= _UM EQUIPMENT MS^ 03496 BILL TO: l 1 UBAT _ E UI MENT affiZEIZi3 1070 So. Galapago St. • Denver, CO 80223 Fax 303-777-2324 Complete Sale., Service, & In.taIlation WELD COUNTY DEPT OF PURCHA 1150 0 STREET GREELEY CO 80631 303-777-2044 QUOTENUM 1034293-0000-01 SHIP TO: WELD COUNTY DEPT OF PURCHA 1113 H STREET (FUELING FACILITY) GREELEY CO 80631 CUSTOMERP.O. NO. H STREET VAPOR ***QUOTATION******QUOTATION******QUOTATION******QUOTATION******QUOTATION*** RDER DATE TAKER 1034293-0000-01 1084 10/12/20 1051 ER P. NI DALE H STREET VAPOR INSTRUCT!! FRT. 40 4 11 5 4 AND DESCRIPTK?I 4 -GP 4" GALVINIZED PIPE 00004 ZZOJ9 UPC# 00004 ZZOJ9 4X3 -BB 4" X 3" BLACK BUSHING 00938 ZZ1HL UPC# 00938 ZZ1HL EA 41.66 3-G90 3" GALVINIZED 90 ELBOW 00004 ZZODX UPC# 00004 ZZODX 4-G90 4" GALVINIZED 90 ELBOW 00004 ZZOFH UPC# 00004 ZZOFH 3 -GU 3" GALVINIZED UNION 00004 ZZODQ UPC# 00004 ZZODQ EA EA EA EA P 39.75 102.01 157.44 198.95 3 1666.40 159.00 1122.11 787.20 795.80 CODE EXPLANATION - STATE TAX APPLICABLE # - FED./OTHER TAX APPLICABLE + - STATE & FEDERAL TAX APPL. B - BALANCE BACK ORDERED C - CONSIDER COMPLETE D - DIRECT SHIPMENT F - FACTORY MINIMUM rt - RETURNED CYL. ****SEE ATTACHED TERMS & CONDITIONS WHICH ARE PART OF THIS QUOTATION**** Customer Signature SUB TOTAL MISC. CHARGE TELE. CHARGE FREIGHT TOTAL FED./OTHER TAX TAX PAYMENT REC'D. CONTINUED Sales Rep Signature DUPLICATE MEMBER PEI= ttUM EQUIPMENT No 03496 BILL TO: �uBAT _ E UI MENT €82.1111111 1070 So. Gaiapago St. • Denver, CO 80223 Fax 303-777-2324 Complete Sales, Service, & Installation 303-777-2044 WELD COUNTY DEPT OF PURCHA 1150 0 STREET GREELEY CO 80631 1034293-0000-01 SHIP TO: WELD COUNTY DEPT OF PURCHA 1113 H STREET (FUELING FACILITY) GREELEY CO 80631 CUSTOMER P.O. NO. H STREET VAPOR ***QUOTATION******QUOTATION******QUOTATION******QUOTATION******QUOTATION*** 1034293-0000-01 1084 I- " TAKER - 10/12/20 1051 CUSTOM€R H STREET VAPOR INSTRUCTIONS ET'' 1 1 4 4 1 1 *4 -GU 4" GALV UNION *4-GT 4" GALV TEE 3 -GC 3" GALVINIZED COUP 00004 ZZODA UPC# 00004 ZZODA 4 -GC 4" GALVINIZED COUP 00004 ZZOEL UPC# 00004 ZZOEL 1611AV-1620 3 X 4 HC ALUM V/R ADAPTER 00001 ZZO6P UPC# 00001 ZZO6P 1711T-7085 3" OPW DURATUFF V/R CAP 00001 ZZO6S UPC# 00001 ZZO6S EA EA EA EA EA EA P 4 434.01 232.81 71.39 151.64 108.10 38.70 434.01 232.81 285.56 606.56 108.10 38.70 CODE EXPLANATION " - STATE TAX APPLICABLE # - FED/OTHER TAX APPLICABLE + - STATE & FEDERAL TAX APPL. B - BALANCE BACK ORDERED C - CONSIDER COMPLETE D - DIRECT SHIPMENT F - FACTORY MINIMUM rt - RETURNED CYL. FREIGHT IN FREIGHT OUT ****SEE ATTACHED TERMS & CONDITIONS WHICH ARE PART OF THIS QUOTATION**** Customer Signature SUB TOTAL MISC. CHARGE TELE. CHARGE FREIGHT TOTAL FED./OTHER TAX TAX PAYMENT REC'D. CONTINUED Sales Rep Signature DUPLICATE MEMBER 9PEI 9 M EWR'1ENT 03496 BILL TO: acv BAT E • UI - MENT Neeuizaao 1070 So. Galapago St.. Denver, CO 80223 Fax 303-777-2324 Complete Sales, Service, al Installation 303-777-2044 WELD COUNTY DEPT OF PURCHA 1150 0 STREET GREELEY CO 80631 QUOTE NUMBER 1034293-0000-01 SHIP TO: WELD COUNTY DEPT OF PURCHA 1113 H STREET (FUELING FACILITY) GREELEY CO 80631 CUSTOMER P.O. NO. H STREET VAPOR ***QUOTATION******QUOTATION******QUOTATION******QUOTATION******QUOTATION*** Qu SLSMN. ( ITE NUMBER 1034293-0000-01 1084 ORDER DATE, I TAKE! 10/12/20 1051 CUSTOMER P.O. NUMBER. H STREET VAPOR DATE INSTRUCTIONS FRT. PAGE NO..,: QUANTITY ORDERED' B.O./RET. 1 100 6 6 1 1 :M CODE -AND DESCRIPTION U/M MULT. *MISC STEEL PIPE AND FITTINGS P1000-20-GR 1 5/8" X 1 5/8" 12 GA. STRUT 1012-PTD 00938 ZZ1HI UPC# 00938 ZZ1HI P1119-EG 3" PIPE CLAMP 00510 ZZOOQ UPC# 00165 ZZOOL P1121-EG 4" PIPE CLAMP / RIGID 00510 ZZOOR UPC# 00165 ZZOOM *MISC MOUNTING MATERIAL K1070E MISC. SHOP SUPPLIES KUBAT ZZOOH UPC# KUBAT ZZOOH EA EA EA EA EA EA P 375.00 4.45 5.25 7.30 250.00 5.00 5 375.00 445.00 31.50 43.80 250.00 5.00 CODE EXPLANATION • - STATE TAX APPLICABLE t - FED./OTHER TAX APPLICABLE + - STATE & FEDERAL TAX APPL. B. BALANCE BACK ORDERED C - CONSIDER COMPLETE D - DIRECT SHIPMENT F - FACTORY MINIMUM rt - RETURNED CYL. FREIGHT IN FREIGHT OUT ****SEE ATTACHED TERMS & CONDITIONS WHICH ARE PART OF THIS QUOTATION**** Customer Signature SUB TOTAL MISC. CHARGE TELE. CHARGE FREIGHT TOTAL FED./OTHER TAX TAX PAYMENT RECD. CONTINUED Sales Rep Signature DUPLICATE MEMBER mPEI� M E11FMEMT tl 03496 BILL TO: 1070 So. Galapago St.- Denver, CO 80223 Fax 303-777-2324 Complete Sales, Service, & Installation 303-777-2044 WELD COUNTY DEPT OF PURCHA 1150 0 STREET GREELEY CO 80631 QUOTE M 1034293-0000-01 SHIP TO: WELD COUNTY DEPT OF PURCHA 1113 H STREET (FUELING FACILITY) GREELEY CO 80631 CUSTOMER P.O. NO. H STREET VAPOR ***QUOTATION******QUOTATION******QUOTATION******QUOTATION******QUOTATION*** TE NUMBER SLSMN. ORDER DATE 1034293-0000-01 1084 10/12/20 TAKER 1051 USTOMER P.O., DATE:. H STREET VAPOR INSTRUCTIONS FRT. PAGE NO. QUANTITY., B 0./RET.' ORDERED SHIPPED 1 1 DISP. *MAN BOOM LIFT NONTAXABLE LABOR FEES & EQUIP. USAGE *CONSTRUCTION LABOR KUBAT CONSTRUCTION LABOR UPC# ZZZZZZ00030 *OVERTIME LABOR KUBAT OVERTIME LABOR UPC# KUBAT ZZ00O *PROJECT MGMT / ADMIN PROJECT MANAGEMENT / ADMINISTRATION FEE UPC# KUBAT001 *EPA/ENVIRONMENTAL FEE UPC# KUBAT ZZOOQ *HAMMER DRILL HAMMER DRILL USAGE UPC# ZZZZZZ00270 U/M T. P UNIT PRICE 6 AMo EA EA HR HR HR EA EA 1205.00 7513.50 1205.00 7513.50 CODE EXPLANATION • - STATE TAX APPLICABLE N - FED./OTHER TAX APPLICABLE -• - STATE & FEDERAL TAX APPL. B. BALANCE BACK ORDERED 4 C - CONSIDER COMPLETE D - DIRECT SHIPMENT F - FACTORY MINIMUM rt - RETURNED CYL. FREIGHT IN FREIGHT OUT ****SEE ATTACHED TERMS & CONDITIONS WHICH ARE PART OF THIS QUOTATION**** Customer Signature SUB TOTAL MISC. CHARGE TELE. CHARGE FREIGHT TOTAL FED./OTHER TAX TAX PAYMENT REC'D. CONTINUED Sales Rep Signature DUPLICATE MEMBER PEF 'kM EQUIPMENT le 03496 BILL TO: 1lcU BA T E • UI MENT N C° 1070 So. Galapago St. • Denver, CO 80223 Fax 303-777-2324 Complete Sales, Service, & Installation 303-777-2044 WELD COUNTY DEPT OF PURCHA 1150 0 STREET GREELEY CO 80631 OTE NU? 1034293-0000-01 SHIP TO: WELD COUNTY DEPT OF PURCHA 1113 H STREET (FUELING FACILITY) GREELEY CO 80631 CUSTOMER P.O. NO. H STREET VAPOR ***QUOTATION******QUOTATION******QUOTATION******QUOTATION******QUOTATION*** DATE " 1034293-0000-01 1084 10/12/20 TAKER 1051 ER P.O. NUMBER H STREET VAPOR F UCT• P 7 *MILEAGE REG SERVICE VEHICLE OUTSIDE METRO UPC# KUBAT 00540 ****************************** Optional adder; 1. NESHAP testing. To include replacement of existing emergency vent gaskets and 0 -rings as well as tank manway gaskets (two tanks only). Add to the total amount due; $4,350.00 X Please note; Replacement of optioned gaskets and 0 -rings does not guarantee passing of NESHAP testing. ****************************** MI CODE EXPLANATION - STATE TAX APPLICABLE # - FED./OTHER TAX APPLICABLE + - STATE & FEDERAL TAX APPL. B - BALANCE BACK ORDERED 4 C - CONSIDER COMPLETE D - DIRECT SHIPMENT F - FACTORY MINIMUM rt - RETURNED CYL. ****SEE ATTACHED TERMS & CONDITIONS WHICH ARE PART OF THIS QUOTATION**** Customer Signature Sales Rep Signature DUPLICATE SUB TOTAL MISC. CHARGE TELE. CHARGE FREIGHT TOTAL FED./OTHER TAX TAX PAYMENT RECD. 18,589.05 0.00 0.00 0.00 TOTAL AMOUNT DUE 18,589.05 TERMS AND CONDITIONS 1. Acceptance. This proposal, when accepted by the Buyer within the period set out in this contract, will constitute a bona fide contract between us. It is agreed that there are no promises, agreements or understandings, oral or written, that are not specified in this agreement. No waiver, alteration or modification of the terms and conditions of this contract shall be binding unless in writing and signed by the Seller. 2. Prices. Prices quoted are for acceptance within 60 days and, unless otherwise specified, are subject to change or withdrawal without notice after that date. Prices quoted are subject to adjustment to manufacturer's published list prices in effect at date of shipment unless specifically waived by quotation. Acceptance by mail shall be effective as an acceptance only when actually received by the Seller. 3. Change Orders. Any change to the scope of work set forth in the contract must be agreed to by both parties in writing. The cost for change orders is additional to the contract price. 4. Related Work. Labor, materials and outside services for electrical, blacktop, water and sewer work are not included in this contract unless specified. Anchors, foundations and Cathodic protection are not included in this contract unless specified. If concrete slab is placed and finished under this contract, the Seller is not responsible for the slab if not protected from traffic by the Buyer for 7 days. Tank hold-downs and anchors may be required if ground water or a flood plain exists and will require additional expense. SPCC plans if required are the responsibility of the owner. Registration of Tanks is the responsibility of the owner. 5. Delivery. Delivery promises are contingent upon fires, strikes, accidents, lockout, work stoppages, warriot, availability of materials, acts of God, governmental action or regulation, and other causes beyond the Seller's control. The Seller shall have no liability for agy delay, failure to deliver, loss or damage which might result -therefrom. The Seller will endeavor to maintain schedules, but can not guarantee to do so. Time for delivery shall not be of the essence of this contract. The Seller is not liable for any loss or damages resulting from delay, howsoever caused or occasioned. Delivery, unless otherwise specified, does not include unloading. The Buyer shall make a storage area available to the Seller. Any necessary relocation of equipment or installation materials from this designated area will be at the Buyer's expense. The F O.B. ppoint will determine the responsibility for filling out necessary claim forms for carrier damaged equipment. Claims will be handled according to the I.C.C./D.O.T. common carrier agreements and are not necessarily handled by Seller. 6. Delays. Any delay in the progress of the work not caused by Seller or its subcontractors will result in an additional charge to the Buyer. 7. Terms. Payment terms are Net 15 days from the date of Seller's invoice. A deposit may be required on all installation contracts. The Seller may require progress payments covering the cost of materials and the cost of labor. The cost of labor will be predicated upon the percentage of completion of the contract-. The Buyer will be sent an invoice for the value of materials stored and/or for the value of work completed. The Buyer shall pay for the same within 15 days. 8. Interest and Attorneys' Fees. The Buyer agrees to pay interest at the rate of 1.5% per month on all sums owed to Seller. The Buyer agrees to pay the Seller's reasonable attorneys' fees and court costs incurred in collecting any sums due from Buyer and/or in enforcing any of the terms of this agreement. 9. Installation - Warranty. It is understood that the buyer shall provide the Seller with full access to the job site and the installation location during the installation period, and the Seller shall not be responsible for delays caused by the Buyer's failure to provide such access. The Seller shall perform all the work for the installation of the equipment and materials covered by this contract in a good and workmanlike manner in accordance withSeller's normal procedures, and Seller warrants that its installation will be free from defects for a period of -one (1) year from the date of substantial completion of the installation. Buyer's remedy shall be limited to the repair and/or replacement of the defective workmanship. Seller's liability for installation is governed by the terms of this express warranty and shall not include any claim based on strict liability, negligence, breach of warranty or any other theory of liability. governed_ EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. It is understood that the Buyer has submitted no specifications regarding the manner of the performance of this contract, unless otherwise specified in this contract. 10. Equipment - Warranty.SELLER MAKES T TO THE p MATERIALS LDOUNDEREPRESENTATION THIS CONTRACT AND SELLER ISPECIFICALLY DISCTHER EXPRESSED LAIMS R IMPLIED WARRANTYITH OF ME CHANI'ABII ITY OR OF FITNESS FOR A PARTICULAR PURPOSE. To the extent permitted by the terms of any agreements with the manufacturer, Seller hereby assigns to Buyer all manufacturer warranties express or implied, issued on or applicable to the equipment and materials sold under this contract. 11. Limitation Period. No action, lawsuit, claim or proceeding, regardless of the theory, nature or form, in anyway arising out of the transactions under this contract may be brought by Buyer more than one (1) year after De cause of action has accrued. 12. Excavating. Excavation quotations are based on normal soil conditions. In the event any underground structures, cables, conduit, debris, rock, shale, water, running sand, concrete structures, poles, utilities, manholes, or similar non -visible obstructions are encountered, destroyed or damaged during the performance of the contract the Seller shall not be held responsible. In case of winter work, frost removal is not included unless specified -in this contract. Should any non -visible obstructions or unforeseen underground conditions be encountered, removed or destroyed, and if additional work is necessary to either preserve or destroy these unforeseen obstacles and complete the excavation, such extra work shall be at the Buyer's expense. Mechanical compaction of bacifill is not included in the contract unless specified. Finished grades are to be established and verified by the Buyer. This expense shall in no case exceed the existing rate scale for labor and materials had the quotation been based on labor and materials. If it becomes necessary for Seller to abandon the site of excavation, any expense incurred for work performed shall be borne by Buyer. 13. Floating Tanks. ThBuyer will be responsible for filling all underground storage tanks with product for ballast immediately upon setting tanks in excavations. The Seller shall notify the Buyer when product will be needed. The Seller shall not be responsible for contamination or loss of product used for ballast. In the event the tank is not tilled as requested, the Buyer accepts responsibility for damage that may occur from tanks floating because of underground water or run off water resulting from weather, and accepts the expense for equipment, labor and materials to reinstall tank. 14. Special -Fees. Unless otherwise stated, no provision is made on this contract for special fees, permits licenses, etc. If Seller is requested to furnish same, such charges will be added to the contract price. The Buyer shall furnish all surveys necessary for proper installation. Easements for permanent structures of permanent changes in existing facilities shall be secured and paid for by the Buyer. 15. Indemnity Clause. The Buyer agrees to hold the Seller safe and harmless against all loss and from all liability, claims, demands or suits for: (a) bodily injury and/or property damage arismg out of the work undertaken by Seller, its employees, agents and/or subcontractors, and arising out of any other operation, no matter by whom, performed for and on behalf of the Buyer, whether or not due in whole or in part to conditions, acts or omissions done or permitted by Buyer or Seller, except for such liability as is covered by the Seller's Workmen's Compensation insurance, and (b) alleged or actual infringement of any letters patent, copyrights or trademarks, either domestic or Foreign, arising from the manufacture and/or sale of goods herein in accordance with patterns, designs, specifications, drawings, directions, or technical information or data furnished to the Seller by the Buyer. 16. Title and Risk of Loss. Full risk of loss including transportation delays and losses shall pass to Buyer upon delivery of equipment and/or materials to the F.O.B. point. Title to and the right to possess each item of equipment are and shall remain vested in Seller until the buyer pays the entire purchase price. In the event the Buyer does not promptly pay any monies due to Seller, or in the event the Buyer's credit or financial responsibility becomes impaired or unsatisfactory (as the Seller may reasonably determine), or in the event the Buyer fails to perform any condition or obligation of this contract, then the Seller may, at its election, demand immediate payment in cash before making delivery, or suspend delivery until receiving adequate assurance that it will be paid, in each event without notice and without any liability whatsoever to the Buyer. The Buyer shall maintain term fire, theft and other casualtyy insurance including vandalism during the installation in amounts necessary to cover any losses resulting to the Seller for any losses or damage at the 'ob site to Seller's construction equipment or the equipment to be installed pursuant to this contract, except for such loss or damage which is caused by the Seller's employees or agents. It is specifically understood that the Buyer shall be responsible for any such loss or damage which is not caused by the Seller, its employees or agents. 17. Taxes. No Federal, State or local taxes are included in this contract unless specifically so stated, and will be extra if applicable. 18. Governing Law/Jurisdiction. This contract and the dealings between the Buyer and Seller are to be governed by the law of the Sate of Colorado. Exclusive jurisdiction and venue for any action to enforce or interpret any of the terms of this contract, or to litigate any claim arising from the dealings of the Buyer and Seller, shall be the state district court for the City and County of Denver, State of Colorado. 19. Waiver of Jury Trial. To the maximum extent permitted by law, Buyer and Seller hereby mutually waive any and all rights that they may have to trial by jury, and agree that any dispute shall be tried to a judge. 20. Errors. Stenographic, clerical, typographical and mathematical errors made be Seller on quotations, acknowledgements or invoices are subject to correction. 21. Pollution Clause. This contract does not include the cost of removal, hauling or disposal of polluted or contaminated soil or materials unless specifically stated in the contract. Hello