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HomeMy WebLinkAboutFRAMEWORKS INC - CONTRACT - AGREEMENT MISC - FRAMEWORKS INC1 of 3 Community Event Agreement This Community Event Agreement ("Agreement") is made and entered into this 19th day of June, 2015 by and between the City of Fort Collins, Colorado a home rule municipality (“City”) and Frameworks, Inc. a Colorado Corporation doing business as Frameworks Timber ("FWT")( jointly referred to as the “Parties”). Background A. FWT is a custom builder of high end timber frame structures; B. The City is a municipal organization that owns and operates the Gardens on Spring Creek in Fort Collins (hereafter “Gardens”); C. There is currently a pergola located at the Gardens that is rotting and needs to be replaced. The City desires to work in conjunction with FWT to put on a community event at the Gardens on June 20th and 27th, 2015 (collectively “Event”) which will raise awareness for the Gardens and its mission, and replace the existing pergola. Agreement NOW THEREFORE, In consideration of the mutual promises contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree to the following: 1. FWT Covenants. FWT agrees to provide the following to the City (“Materials & Services”): a. At each day of the Event, FWT will provide a team of two (2) of its carpenter employees to assist in coordinating volunteers and construction of the replacement pergola. b. FWT will furnish materials and equipment as specified on the schedule attached hereto as Exhibit A. c. FWT will provide all worker volunteers at the Event with personal protective equipment. d. At the Event, FWT will provide all worker volunteers with brown bag lunches and T-Shirts specially designed for the Event. e. FWT will provide food for all participants of the Event at an “after party” on June 27, 2015, which is anticipated to take place after completion of the replacement pergola (“After Party”). 2. Exclusions. The Materials & Services provided for in this Agreement do not include the following: a. Demolition and removal of the existing pergola. b. Application of finish on the pergola. DocuSign Envelope ID: 1A82EFAB-3076-4F1A-B829-1C0232E20A3B 2 of 3 3. City Covenants. City covenants and agrees to the following: a. Demolition and removal of the existing pergola prior to the Event. b. Provision of volunteer liability waivers naming FWT as a released party that all worker volunteers shall be required to sign prior to the Event. c. Provision of liability insurance, in a reasonable amount, insuring FWT against any claims by parties at the Event or resulting from injuries caused by the construction or subsequent condition of the pergola. d. The City shall provide the equipment and materials specified on the schedule attached hereto as Exhibit A. e. The City shall provide plates, napkins and the use of its facility at the Gardens for the After Party on June 27. 4. Payment for Materials and Services. City agrees to pay FWT Three Thousand and Five Hundred Dollars ($3,500.00) for the Materials & Services. Payment is due within fourteen (14) days of FWT presenting the City with an invoice, which it shall only be authorized to do after completion of the Event. 5. Interest Charges. Interest in the amount of 1.5% per month will be charged on all late payments under this Agreement. “Late Payments” are defined as any payment not received within 10 days of receipt of application for payment from FWT. 6. Governing Law. This Contract shall be interpreted and enforced under the laws of the State of Colorado, with venue in a court of competent jurisdiction in Larimer County, Colorado. 7. Dispute Resolution. If a dispute arises out of or relates to this Agreement or its breach, the parties shall endeavor to settle the dispute first through direct discussions. If the dispute cannot be resolved through direct discussions, the parties shall participate in nonbinding mediation under the Construction Industry Mediation Rules of the American Arbitration Association before pursuing other legal recourse. 8. Attorneys’ Fees. The substantially prevailing party in any legal proceeding related to this Agreement shall be entitled to recovery of reasonable attorneys’ fees, costs, and expenses. 9. LIMITED WARRANTY: FWT provides a limited warranty that all FWT supplied labor and materials used in this project shall be free from defects for a period of one year following substantial completion of all work. THE EXPRESS WARRANTIES CONTAINED HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE. THIS LIMITED WARRANTY EXCLUDES CONSEQUENTIAL AND INCIDENTAL DocuSign Envelope ID: 1A82EFAB-3076-4F1A-B829-1C0232E20A3B 3 of 3 DAMAGES AND LIMITS THE DURATION OF IMPLIED WARRANTIES TO THE FULLEST EXTENT PERMISSIBLE UNDER STATE AND FEDERAL LAW. 10. Limited Liability. The parties hereby agree that FWT’s liability pursuant to this Agreement shall be limited to the Contract Amount. Stated differently, in no event shall the City assert or be entitled to money damages from FWT in excess of $3,500.00. 11. Entire Agreement, Severability, and Modification. This Agreement contains the entire agreement between the Parties. Prior discussions or verbal representations by FWT or the City that are not contained in this Agreement are not a part of this Agreement. In the event that any provision of this Agreement is at any time held by a Court to be invalid or unenforceable, the parties agree that all other provisions of this Agreement will remain in full force and effect, and authorize the Court to modify any provision held to be invalid or unenforceable such that it may give effect to the Parties’ intent as determined by the Court. Any future modification of this Agreement must be made in writing and executed by the City and FWT in order to be valid and binding upon the Parties. IN WITNESS WHEREOF, the parties have executed this Agreement effective as of June 19, 2015. FRAMEWORKS, INC. City of Fort Collins ________________________ ________________________ Adrian Jones, President By: Gerry Paul Title: Director of Purchasing DocuSign Envelope ID: 1A82EFAB-3076-4F1A-B829-1C0232E20A3B 1 of 1 Exhibit A The following items will be provided by Frameworks Timber: Concrete mix Concrete forms Concrete forming accessories Western Red Cedar pergola lumber Pergola connection hardware and fasteners Hand operated auger Sawhorses Power tools and related accessories and attachments Hand tools Ladders Work gloves Hard hats Safety glasses Ear plugs Dust masks Sack Lunches The following items will be provided by City of Fort Collins: (1) Post hole digger (2) Spade shovels (2) Flat shovels (2) Sharpshooter shovels (2) Push brooms (1) Wheel barrow (1) Garden hose and sprayer Construction debris disposal facilities Bathroom facilities First aid kit and relevant facilities Drinking water Note: Volunteers shall not use power tools (this includes battery, gas, or electric powered devices). Volunteers may use drills and power/screw guns provided the volunteer has demonstrated proper operation and safety precautions for said device. DocuSign Envelope ID: 1A82EFAB-3076-4F1A-B829-1C0232E20A3B