Loading...
25.04.04 ICA DG Valley Construction LLC2025 FORM: ICA – DG Valley Construction LLC and April 4, 2025 Page 1 of 7 2025 Independent Contractor Service Agreement For: Recreation Center Aquatics Deck Repair DG Valley Construction LLC This Independent Contractor Service Agreement (“Agreement”) dated as of April 4, 2025, is between the Town of Avon, a Colorado home rule community (“Town”), and DG Valley Construction, a LLC of the State of Colorado whose business address is PO Box 3523 Eagle CO, 81631 (“Contractor” and, together with the Town, “Parties”). 1. Services: Contractor agrees to provide services (“Services”) as described in the proposal (“Proposal”) attached hereto and incorporated herein as Exhibit A. To the extent the provisions of this Agreement conflict with the Proposal, the terms of this Agreement shall control. Contractor shall provide and complete the Services in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances in Colorado. Contractor hereby warrants that it has the workforce, training, experience, and ability necessary to properly complete the Services in a safe and timely fashion. Contractor will comply and cause all of its employees, agents, and subcontractors to comply, with applicable safety rules and security requirements while performing the Services. 2. Independent Contractor: The Contractor shall perform the Services as an independent contractor and shall not be deemed by virtue of this Agreement, or any other document attached or referenced herein, to have entered into any partnership, joint venture, employer/employee, or other relationship with the Town other than as a contracting party and independent contractor. The Town shall not be obligated to secure, and shall not provide, any insurance coverage or employment benefits of any kind or type to or for the Contractor or the Contractor’s employees, sub-consultants, contractors, agents, or representatives, including coverage or benefits related but not limited to: local, state, or federal income or other tax contributions; insurance contributions (e.g., FICA); workers’ compensation; disability, injury, or health; professional liability insurance, errors, and omissions insurance; or retirement account contributions. 3. Insurance: 3.1. Minimum Amounts. The Contractor shall obtain and shall continuously maintain during the Term (as defined herein) of this Agreement insurance of the kind and in the minimum amounts specified in this Section 3.1. The Required Insurance (defined below) shall be procured and maintained with insurers with an A- or better rating as determined by Best’s Key Rating Guide. All Required Insurance shall be continuously maintained to cover all liability, claims, demands, and other obligations assumed by the Contractor. The Contractor shall secure and maintain the following (“Required Insurance”): 2025 FORM: ICA – DG Valley Construction LLC and April 4, 2025 Page 2 of 7 A. Worker’s Compensation Insurance in the minimum amount required by applicable law for all employees and other persons as may be required by law. Such policy of insurance, if any, shall be endorsed to include the Town as a Certificate Holder. B. Comprehensive General Liability insurance with minimum combined single limits of One Million Dollars ($1,000,000.00) for each occurrence and of One Million Dollars ($1,000,000.00) aggregate. The policy shall be applicable to all premises and all operations of the Contractor. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall contain a severability of interests provision. Coverage shall be provided on an “occurrence” basis as opposed to a “claims made” basis. Such insurance shall be endorsed to name the Town as Certificate Holder and name the Town, and its elected officials, officers, employees, and agents as additional insured parties. 3.2. Additional Requirements for All Policies. In addition to specific requirements imposed on insurance by this Section 3. INSURANCE and its subsections, insurance shall conform to all of the following: A. For Required Insurance and other insurance carried by Contractor (“Contractor Insurance”), all policies of insurance shall be primary insurance, and any insurance carried by the Town, its officers, or its employees shall be excess and not contributory insurance to that provided by the Contractor; provided, however, that the Town shall not be obligated to obtain or maintain any insurance whatsoever for any claim, damage, or purpose arising from or related to this Agreement and the Services. The Contractor shall not be an insured party for any Town-obtained insurance policy or coverage. B. For Contractor Insurance and Required Insurance, the Contractor shall be solely responsible for any deductible losses. C. For Required Insurance, no policy of insurance shall contain any exclusion for bodily injury or property damage arising from completed operations. D. For Required Insurance, every policy of insurance shall provide that the Town will receive notice no less than thirty (30) days prior to any cancellation, termination, or a material change in such policy. 3.3. Failure to Obtain or Maintain Insurance. The Contractor’s failure to obtain and continuously maintain policies of insurance in accordance with this Section 3. INSURANCE and its subsections shall not limit, prevent, preclude, excuse, or modify any liability, claims, demands, or other obligations of the Contractor arising from performance or non-performance of this Agreement. Failure on the part of the Contractor to obtain and to continuously maintain policies providing the required coverage, conditions, restrictions, notices, and minimum limits shall constitute a material breach of this Agreement upon which the Town may immediately terminate this Agreement, or, at its discretion, the Town may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and all monies so paid by the Town shall be repaid by Contractor to the Town immediately upon demand by the Town, or at the Town’s sole discretion, the Town may offset the cost of the premiums against any monies due to the Contractor from the Town pursuant to this Agreement. 2025 FORM: ICA – DG Valley Construction LLC and April 4, 2025 Page 3 of 7 3.4. Insurance Certificates. Prior to commencement of the Services, the Contractor shall submit to the Town applicable certificates of insurance for all Required Insurance. Insurance limits, terms of insurance, insured parties, and other information sufficient to demonstrate conformance with this Section 3. INSURANCE and its subsections shall be indicated on each certificate of insurance. Certificates of insurance shall reference the Project Name as identified on the first page of this Agreement. The Town may request and the Contractor shall provide within three (3) business days of such request a current certified copy of any policy of Required Insurance and any endorsement of such policy. The Town may, at its election, withhold payment for Services until the requested insurance policies are received and found to be in accordance with the Agreement. 4. Payment: Payment for Services shall be due only after the Services are completed to the Town’s satisfaction, which satisfaction shall be determined by the Town in its sole and reasonable discretion, and after Contractor has submitted an invoice for the amount due complete with the Contractor’s taxpayer identification number or social security number. Town shall pay Contractor within thirty (30) days after an invoice in proper form is submitted to Town. 5. Town Unilateral Termination: Town may terminate this Agreement without cause upon delivery of written notice to the Contractor at least ten (10) days prior to the effective date of termination or may terminate this Agreement immediately upon delivery of written notice if Contractor fails to provide the Services in accordance with the terms of this Agreement. 6. No Waiver of Governmental Immunity: Nothing in this Agreement shall be construed to waive, limit, or otherwise modify any governmental immunity that may be available by law to the Town, its officials, employees, contractors, or agents, or any other person acting on behalf of the Town and, in particular, governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes. 7. Affirmative Action: Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. Contractor will take affirmative action to ensure applicants are employed, and employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 8. No Third-Party Beneficiaries : Nothing contained in this Agreement is intended to or shall create a contractual relationship with, cause of action in favor of, or claim for relief for, any third-party, including any agent, sub-consultant, or sub-contractor of Contractor. Absolutely no third-party beneficiaries are intended by this Agreement. Any third-party receiving a benefit from this Agreement is an incidental and unintended beneficiary only. 9. Limitation of Damages: The Parties agree that Contractor’s remedies for any claims asserted against the Town shall be limited to proven direct damages in an amount not to exceed payment amounts for Services due under the Agreement and that the Town shall not be liable for indirect, incidental, special, consequential or punitive damages, including but not limited to lost profits. 10. Indemnity: To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless Town, its members, affiliates, officers, directors, partners, employees, and agents from and 2025 FORM: ICA – DG Valley Construction LLC and April 4, 2025 Page 4 of 7 against all claims, damages, losses, and expenses, including but not limited to reasonable attorney’s fees, arising out of the performance of the Services, provided that any such claim, damage, loss or expense is caused by any negligent act or omission of Contractor, anyone directly or indirectly employed by Contractor or anyone for whose acts Contractor may be liable, except to the extent any portion is caused in part by a party indemnified hereunder. 11. Governing Law, Venue, and Enforcement: This Agreement shall be governed by and interpreted according to the law of the State of Colorado. Venue for any action arising under this Agreement shall be in the appropriate court for Eagle County, Colorado. To reduce the cost of dispute resolution and to expedite the resolution of disputes under this Agreement, the Parties hereby waive any and all right either may have to request a jury trial in any civil action relating primarily to the enforcement of this Agreement. The Parties agree the rule providing ambiguities in a contract are to be construed against the drafting party shall not apply to the interpretation of this Agreement. If there is any conflict between the language of this Agreement and any exhibit or attachment, the language of this Agreement shall govern. 12. Term. The provision of Services under this Agreement shall commence on April 4, 2025 (the “Effective Date”) and will terminate on June 6, 2025 (cumulatively, the “Term”); provided, however, under no circumstances will the Term exceed the end of the current Town Fiscal year (January 1 – December 31). The Contractor understands and agrees that the Town has no obligation to extend this Agreement’s Term or contract for the provision of any future services, and makes no warranties or representations otherwise. Notwithstanding the foregoing, the Parties may mutually agree in writing to the monthly extension of this Agreement for up to twelve (12) consecutive calendar months if such extension is approved by the Town Council and the Contractor and such extension do not alter or amend any of the terms or provisions of this Agreement. 13. Article X, Section 20/TABOR. The Parties understand and acknowledge that the Town is subject to Article X, § 20 of the Colorado Constitution (“TABOR”). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi-fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of the Town are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Town’s current fiscal period ending upon the next succeeding December 31. Financial obligations of the Town payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of Town of Avon, and other applicable laws. Upon the failure to appropriate such funds, this Agreement shall be terminated. 14. Background Check. A background check of Contractor and any Contractor’s employees or subcontractors may be required by the Town. Contractor can provide proof of a CBI check within the past six (6) months and shall provide a copy prior to the commencement of any Services (this can be acquired online by going to www.colorado.gov) or the Town will conduct the background check and provide a submission form to be completed by the Contractor. 15. Assignability. The Contractor shall not assign this Agreement without the Town’s prior written consent. 2025 FORM: ICA – DG Valley Construction LLC and April 4, 2025 Page 5 of 7 16. Survival Clause. The “Indemnification” provision set forth in this Agreement shall survive the completion of the Services and the satisfaction, expiration, or termination of this Agreement. 17. Severability. In the event a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 18. Attorney’s Fees. Should this Agreement become the subject of litigation between the Town and Contractor, the prevailing party shall be entitled to recovery of all actual costs in connection therewith, including but not limited to recovery of all actual costs in connection therewith, including but not limited to attorneys’ fees and expert witness fees. All rights concerning remedies and/or attorneys’ fees shall survive any termination of this Agreement. 2025 FORM: ICA – DG Valley Construction LLC and April 4, 2025 Page 6 of 7 AGREEMENT READ, UNDERSTOOD, AND APPROVED: TOWN OF AVON CONTRACTOR By: ____________________________________ By: _____________________________________ Name: Eric Heil Name: Daniel Gonzalez Title:Town Manager Title: Owner Daniel Gonzalez (Apr 8, 2025 15:24 MDT)Eric Heil (Apr 9, 2025 15:17 MDT) Eric Heil 2025 FORM: ICA – DG Valley Construction LLC and April 4, 2025 Page 7 of 7 EXHIBIT A Dgvalleyconstruction 9703900316 PO Box 3523 Eagle, CO 81631 United States Prepared For Will Kearney Avon Estimate Number 0000054 Reference Rec center deck repair Notes Contingency 5,000 for anything that we know that’s under Terms Any extra work will be charged hourly 65+ management Estimate Date 02/20/2025 Description Rate Qty Line Total Demo and cut concrete Cutting 350 ft.² of concrete and demoing it $10,000.00 1 $10,000.00 Concrete and material concrete bags and material gravel $6,000.00 1 $6,000.00 Protection, cleanup, and trash removal We're gonna make tents so we minimize the dust. We'll have to get rid of dirty water coming out cannot be put in drains. $6,000.00 1 $6,000.00 Preparing and pouring concrete drain leveled Temper planning what we have to and pouring concrete $10,000.00 1 $10,000.00 Chinking Chinking all around the drains $200.00 10 $2,000.00 Drained 50 feet of drains $5,000.00 1 $5,000.00 Subtotal Tax 39,000.00 0.00 Estimate Total (USD)$39,000.00 Exhibit A 15029 Recreation Center Aquatics Deck Repair_ICA-DGValley Final Audit Report 2025-04-09 Created:2025-04-04 By:Will Kearney (wkearney@avon.org) Status:Signed Transaction ID:CBJCHBCAABAAL8vlzI36YbnWA9kOU3dVrnt3pGsi1fqW "15029 Recreation Center Aquatics Deck Repair_ICA-DGValley" History Document created by Will Kearney (wkearney@avon.org) 2025-04-04 - 7:05:52 PM GMT Document emailed to dgvalleyconstruction@gmail.com for signature 2025-04-04 - 7:06:49 PM GMT Email viewed by dgvalleyconstruction@gmail.com 2025-04-08 - 9:22:29 PM GMT Signer dgvalleyconstruction@gmail.com entered name at signing as Daniel Gonzalez 2025-04-08 - 9:24:10 PM GMT Document e-signed by Daniel Gonzalez (dgvalleyconstruction@gmail.com) Signature Date: 2025-04-08 - 9:24:12 PM GMT - Time Source: server Document emailed to eheil@avon.org for signature 2025-04-08 - 9:24:13 PM GMT Email viewed by eheil@avon.org 2025-04-09 - 9:16:19 PM GMT Signer eheil@avon.org entered name at signing as Eric Heil 2025-04-09 - 9:17:11 PM GMT Document e-signed by Eric Heil (eheil@avon.org) Signature Date: 2025-04-09 - 9:17:13 PM GMT - Time Source: server Agreement completed. 2025-04-09 - 9:17:13 PM GMT ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 3/18/2025 (970) 328-2324 35378 DG Valley Construction LLC Po Box 3523 Eagle, CO 81631 41190 A 1,000,000 X X 3AA834567 10/19/2024 10/19/2025 100,000 5,000 1,000,000 2,000,000 2,000,000 B X 4251163 4/27/2024 5/1/2025 500,000 500,000 1,000,000 Town of Avon PO Box 975 Avon, CO 81620 DGVALLE-02 EDGAR Hood Insurance Agency PO Box 4509 Eagle, CO 81631 Evanston Insurance Company Pinnacol Assurance X X X X