HomeMy WebLinkAboutC03-357 Palin Equipment Corporation
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AGREEMENT REGARDING PROVISION OF
MAINTENANCE AND REPAIR SERVICES
FOR
Joint Maintenance Service Center
3289 Cooley Mesa Road Gypsum, CO
Carwash Services at Building E
This Agreeme Regarding Provision of Professional Services For Maintenance and Repair
Services dated as 0 ,2003, is between the County of Eagle, State of Colorado, a body
corporate and politic, by and throu its Board of County Commissioners ("County"), and Palin
Equipment Corporation, a Colorado corporation ("Contractor").
A. Contractor has submitted to County a Proposal for performing the Services (defined in section 1) and
represented that it has the expertise and personnel necessary to properly and timely perform the
Services.
B. Contractor and County intend by this Agreement to set forth the Scope of the responsibilities of the
Contractor in connection with the Services and related terms and conditions to govern the relationship
between the Contractor and County in connection with the Services.
AGREEMENT
Therefore, for good and valuable consideration, including the promises set forth herein, the parties agree
to the following:
1. Scope of the Services: Contractor's Services consists of those services performed by the
Contractor, Contractor's Employees and Contractor's subcontractors. The Contractor shall
provide all labor, materials and equipment necessary to perform and complete the Services
described herein and as follows ("SerVices"):
a) Services described in Contractor's proposal which is attached hereto as Exhibit "B". In
the event of any conflict between this Agreement and the provisions of Exhibit "B", the
terms of this Agreement shall prevail over the others.
b) The contractor shall, upon commencement of services, provide a list of maintained
equipment, for the facility, showing their type and location. The county reserves the right
to purchase repair services and labor under the terms and rates established in the
agreement. The County and Contractor must jointly determine procedures and practices
for completing the work such that the County Facilities Management Department can be
effectively informed by the Contractor to maintain effective control over the services.
c) The contractor hereby acknowledges that he/she is able to service and repair all fIx.ed
equipment currently installed at the Joint Maintenance Service Center covered by the
agreement.
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d) Contractor shall submit the names and qualifications of all maintenance personnel and
any subcontractors proposed to work at the facility. The county shall have the right to
approve of all proposed personnel and subcontractors prior to commence of any work on
the site. The county Requirements and Procedures for Contractors and Vendors workin!!
at Eagle County sites are incorporated herein by reference. The contractor has been
provided with the requirements and will comply with the provisions of these documents.
e) The Parties hereto recognize that the scope of the Services may change. When the
Contractor believes that the scope of the Services has been changed or that by reason of a
decision of County it will be required to redo properly completed Services, the Contractor
shall immediately advise County of such belief and shall also provide a statement of the
maximum additional charges for such Services. The Contractor shall not be entitled to be
paid for any such additional Services unless and until County agrees in writing that the
scope of the Services has changed and accepts the statement of the maximum additional
charges.
2. Contractor's Professional Level of Care: The Contractor shall be responsible for the
completeness and accuracy of the Services, including all supporting data and other documents
prepared or compiled in performance of the Services, and shall correct, at its sole expense, all
significant errors and omissions therein. The fact that the County has accepted or approved the
Contractor's Services shall not relieve the Contractor of any of its responsibilities. The
Contractor and its professional consultants shall perform the Services in a skillful, professional
and competent manner and in accordance with the standards of care, skill and diligence
applicable to fIre and security alarm equipment services providers with respect to similar
Services.
3. Time of Performance and Termination:
a) The initial term of this Agreement is from the date the contract is executed by County to
December 31. 2003. The term shall automatically renew for an additional one year term
commencing January 1 of each consecutive year for four (4) additional years unless one
of the parties gives notice in writing to the other, at least 90 days before the anniversary,
of its intention not to renew. The parties recognize that County is a governmental entity
and that all obligations beyond the current fiscal year are subject to funds being budgeted
and appropriated. The rates of compensation provided hereunder shall not change during
a renewal period unless approved in writing by County and Contractor before the
commencement of the renewal term.
b) If the Term of this Agreement is renewed, at any time thereafter, Contractor may
terminate this Agreement by giving the County written notice of its intention to
terminate, specifying the effective date of the termination, at least 90 days before that
effective date.
c) County may terminate this Agreement immediately, in whole or in part, for its
convenience upon providing notice to the Contractor. Such termination shall be effective
upon receipt of the notice by Contractor or upon such other date as specified by County.
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d) Notwithstanding anything to the contrary contained in this Agreement, no charges shall
be made to County nor shall any payment be made to Contractor for any Services done
after December 31, 2003, without the written approval ofthe County in accordance with
a budget adopted by the Board of County Commissioners in accordance with the
provisions of Article 25 of Title 30 of the Colorado Revised Statues and the Local
Government Budget Law (C.R.S 29-1-101 et seq.).
4. Compensation and Payment: In consideration of its performance of the Services, the Contractor
shall be paid as follows:
a) County will pay $250.00 per Month for the -services. The Contractor shall bill monthly,
in arrears, for the maintenance services. Services for test, inspection, maintenance,
repairs and other work beyond the scope of Services must be preauthorized by the
County and shall be billed at the rates and schedule established in Exhibit B.
b) Rates established in the agreement shall remain in effect during the duration of the
agreement and shall apply to all services rendered under the agreement including repair
services. Any change in rates will only occur at the beginning of a renewal period if
previously agreed to by the County and Contractor in writing.
c) Invoices shall describe the Services performed in detail. Invoices must be itemized as
applying to established rates and charges and any additional expenses must be itemized
on a time and materials basis. Additional repair expenses, above the standard monthly
charges, must be approved by the county prior to commencing work. Contractor's
proposal must enumerate charges for technician services based on skill level and travel
time. Upon request, Contractor shall provide County with such other supporting
information as County may request.
d) All invoices will be sales tax free because County is a government exempt from such
taxes.
e) The Contractor shall maintain comprehensive, complete and accurate records and
accounts of its performance relating to this Agreement for a period of three (3) years
following final payment hereunder, which period shall be ex.tended at County's
reasonable request. County shall have the right within such period to inspect such books,
records and documents upon demand, with reasonable notice and at a reasonable time, for
the purpose of determining, in accordance with acceptable accounting and auditing
standards, compliance with the requirements of this Agreement and the law.
5. Proiect Mana!!ement: Brian Greer shall be designated as Contractor's Project Manager for the
Services. County's Director of Facilities Management shall be County's manager responsible for
this Agreement. All correspondence between the parties hereto regarding this project shall be
between and among the project managers. Either party may designate a different project manager
by notice in writing.
6. Independent Contractor: It is expressly acknowledged and understood by the parties hereto that
nothing contained in this Agreement shall result in, or be construed as establishing, an
employment relationship. Contractor shall be, and shall perform as, an independent contractor.
No agent, subcontractor, employee, or servant of Contractor shall be, or shall be deemed to be,
the employee, agent or servant of County. The Contractor shall be solely and entirely responsible
for its acts and for the acts of Contractor's agents, employees, servants and subcontractors during
the performance of this Agreement.
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7. No Subcontractin!!: No Assimment: The Contractor understands and hereby acknowledges that
County is relying primarily upon the expertise and personal abilities of Contractor. Contractor
may not subcontract or delegate any part of the Services or substitute subcontractors without
County's written consent, which consent County may exercise in its sole discretion. Neither
Contractor nor its subcontractors may assign its interest in the Agreement or in its subcontract,
including the assignment of any rights or delegation of any obligations provided therein, without
the prior written consent of County, which consent County may withhold in its sole discretion;
provided that County hereby consents to any assignment to a successor entity to Contractor and to
an assignment to an entity affIliated (by ownership) with Contractor. Except as so provided, this
Agreement shall be binding on and inure to the benefit of the parties hereto, and their respective
successors and assigns, and shall not be deemed to be for the benefit of or enforceable by any
third party. Unless specifically stated to the contrary in any written consent to an assignment, no
assignment will release or discharge the assignor from any duty or responsibility under the
Agreement.
8. Ownership of Documents: Records of Service provided under this Agreement shall be given to
County at its request.
9. Insurance: At all times during the term of this Agreement, Contractor shall maintain the
following insurance:
a)
Type of Insurance
Coverage Limits
b)
Commercial General Liability
$1,000,000 minimum
c)
Workers' Compensation
As required by Colorado law
c) All insurance required hereby shall be issued by an insurance company or companies
authorized to do business in the State of Colorado. The Contractor shall deliver
certificates of required insmance to the County within fifteen (15) calendar days of
execution of this Agreement by the Board.
d) Before permitting any subcontractor to perform any Services under this Agreement,
Contractor shall either (I) require each of his subcontractor to procme and maintain,
during the life of his subcontracts, insurance which meets the requirements for the
Contractor herein, or (2) provide for insurance of the subcontractor in Contractor's own
policies in the amounts required herein above.
10. Indemnification: Within the limits allowed by law, Contractor shall indemnify the County for,
and hold and defend the other party and its offIcials, boards, offIcers, principals and employees,
harmless from all costs, claims and expenses, including reasonable attorney's fees, arising from
claims of any nature whatsoever made by any person in connection with the acts or omissions, or
representations by, the Contractor. This indemnification shall not apply to claims by third parties
against the County to the extent that the County is liable to such third party for such claim
without regard to the involvement of the Contractor.
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11. Notices: Any notice and all written communications required under this Agreement shall be
given in writing by personal delivery, FAX or mail to the appropriate party at the following
addresses:
a)
Contractor:
Brian Greer
Palin Equipment Corporation
3955 S. Mariposa Street
Englewood, CO 80110
b)
County:
Richard Cunningham
Director, Facilities Management Dept.
Eagle County
PO Box 850
Eagle, CO 81631
c) Notices shall be deemed given on the date of delivery if delivered by personal delivery or
delivery service such as Federal Express or United Parcel Service, or three days after the
date of deposit, frrst class postage prepaid, in an official depository of the U.S. Postal
Service.
12. Miscellaneous:
a) The Contractor shall not discriminate against any employee or applicant for employment
to be employed in the performance of this Agreement on the basis of race, color, religion,
national origin, sex, ancestry, physical handicap, sexual orientation, age, political
affiliation or family responsibility. The contractor shall require all consultants to agree to
the provisions of this subparagraph.
b) The making, execution and delivery of this Agreement by the parties hereto has not been
induced by any prior or contemporaneous representation, statement, warranty or
agreement as to any matter other than those herein expressed and set forth herein. This
Agreement embodies the entire understanding and agreement of the parties, and there are
no further or other agreements or understandings, written or oral, in effect between them
relating to the subject matter hereof. This Agreement may not be amended, including by
any modification or, deletion from or addition to the scope of the Services, except by a
written document of equal formality executed by both parties hereto.
c) This Agreement shall be governed by and construed in accordance with the internal laws
of the State of Colorado, without reference to choice of law rules. The parties agree that
venue in any action to enforce or interpret this Agreement shall be in the District Court in
the 5th District for the State of Colorado.
d) This Agreement does not and shall not be deemed to confer upon or grant to any third
party any right enforceable at law or equity arising out of any term, covenant, or
condition herein or the breach thereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
STATE OF COLORADO
)
County of Eagle
)ss
)
The foregoing was acknowledged before me this
by
COUNTY OF EAGLE, STATE OF
COLORADO, By and Through Its
BOARD OF COUNTY COMMISSIONERS
By. tA/~~
Michael L. Gallagher, airman
Palin Equipm~mtiOn #2 _
BY:~ ~~
Title: ~.
2.o~
N~,
day of
~~
Notary Public
My commission expires:
'Q~;8n F)rpires
MyCUlllf'i'H~,~' ,I -'
0? 125/2.004
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GENERAL CONDITIONS
EXHIBIT" A"
1. Contractor shall provide and pay for labor, materials, equipment, tools, utilities,
permits, licenses, transportation, and other facilities and services necessary for proper execution
and completion of the Work.
2. If Contractor fails to obtain the tax exemption(s) applicable to public works
projects from sales, consumer, use and similar taxes, Contractor shall pay the same. Owner
(County) will cooperate with Contractor to obtain tax exemption for this project.
3. Contractor shall be responsible for having taken steps reasonably necessary to
ascertain the nature and location of the Work, and the general and local conditions which can
affect the Work or the cost thereof. Any failure by Contractor to do so will not relieve him from
responsibility for successfully performing the Work without additional expense to the Owner.
Owner assumes no responsibility for any understanding or representations concerning conditions
made by any of its officers, employees or agents prior to the execution of this Agreement, unless
such understanding or representations are expressly stated in the Agreement.
4. Before commencing activities, Contractor shall: (1) take field measurements and
verify field conditions; (2) carefully compare this and other information known to Contractor
with the Agreement; and (3) promptly report errors, inconsistencies or omissions discovered to
Owner.
5. Contractor shall supervise and direct the Work, using Contractor's best skill and
attention. Contractor shall be solely responsible for and have control over construction means,
methods, techniques, sequences and procedures, and for coordinating all portions of the Work.
6. Contractor, as soon as practicable, shall furnish in writing to the Owner the names
of subcontractors and suppliers for each portion of the Work.
7. No charge shall be made by Contractor for hindrances or delays from any cause
whatever during the progress of any portion of the Work, unless such hindrance or delay is
caused in whole or in part by acts or omissions within the control of Owner. In any event,
Owner may grant an extension oftime for the completion of the Work, provided it is satisfied
that delays or hindrances were due to causes outside Contractor's control, e.g., weather, or to acts
of omission or commission by the Owner, provided that such extensions of time shall in no
instance exceed the time actually lost to Contractor by reason of such causes, and provided
further that Contractor shall have given Owner immediate (as determined by the circumstances,
but not exceeding 72 hours) notice in writing ofthe cause of the detention or delay.
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8. Contractor shall deliver, handle, store and install materials in accordance with
manufacturers'instructions.
9. Contractor warrants to Owner that: (1) materials and equipment furnished under
the Agreement will be new and of good quality; (2) the Work will be free from defects not
inherent in the quality required or permitted; and (3) the Work will conform to the requirements
of the Agreement.
10. Contractor shall comply with and give notices required by all federal, state and
local laws, statutes, ordinances, building codes, rules and regulations applicable to the Work. If
the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building
codes, rules or regulations without notice to Owner, Contractor shall assume full responsibility
for such Work and shall bear the attributable costs. Contractor shall promptly notify Owner in
writing of any conflicts between the specifications for the Work and such governmental laws,
rules and regulations.
11. Contractor shall keep the premises and surrounding area free from accumulation
of debris and trash related to the Work.
12. Before permitting any of his subcontractors to perform any Work under this
contract, Contractor shall either (a) require each of his subcontractors to procure and maintain
during the life of his subcontracts, Subcontractor's Public Liability and Property Damage
Insurance ofthe types and in the amounts as may be applicable to his Work, which type and
amounts shall be subject to the approval ofthe Owner, or (b) insure the activities of his
subcontractors in his own policy.
13. The performance of the Work may be terminated at any time in whole, or from
time to time in part, by Owner for its convenience. Any such termination shall be effected by
delivery to Contractor of a written notice ("Notice of Termination") specifying the extent to
which performance of the Work is terminated and the date upon which termination becomes
effective. After receipt of a Notice of Termination, and except as otherwise directed by Owner,
Contractor shall, in good faith, and to the best of its ability, do all things necessary, in the light of
such notice and of such requests in implementation thereof as Owner may make, to assure the
efficient, proper closeout of the terminated Work (including the protection of Owner's property).
Among other things, Contractor shall, except as otherwise directed or approved by Owner:
a. stop the Work on the date and to the extent specified in the Notice of
Termination;
b. place no further orders or subcontracts for services, equipment or materials except
as may be necessary for completion of such portion of the Work as is not terminated;
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Date:
US 2001 Overhead
Premium Maintenance
Check list
Contract Number:
Customer pO#:
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Location Name: Address: City/State:
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Serial Number:
Wash counts:
Program & revision:
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Record ArnD readlnas on:
Gantry Drive:_____ Trolley:____ Rotate:
Pump Station: Left Fan:_____ Right Fan:____
Note the followlna voltaae readlnas:
Three phase at rest: L 1-L2 L2-L3 L 1-L3
Three phase operating; L 1-L2 ___ L2-L3 __ L 1-L3 ___
24 Volt AC at rest: ____ 24 Volt AC Operating: ____ 24 Volt DC at rest __ 24 Volt DC Operating: __
Record hour and Dressure readlnas for:
High Pressure/Impact Pump: Total Hours:____ Pressure:______
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Note all machine damage
Check for discoloration and/or deterioration of frame
Check chemical levels & fill as necessary
Proper Level:_ Proper Aow:_
PH Level Low PH:_ High PH:
Observe & record presoak pump seltlng
Clear moisture traps (Including air compressor)
Ensure Dghls are clean & operational
Tighten & lubricate aD cover screws
Check Emergency Stop/Wash open/close switch
Repair/Replace Inoperable air gauges
Check set screws & bearing bolts (For tightness)
Ensure torque arms are secure
Tighten track hardware & anchors (Replace as necessary)
Check all gearbox 011 levels (FDlto proper level)
Lube aU bearings
Repair any aIr, water or chemIcal leaks
Check operation of manifold breakaway
RepalrlReplace damaged air, water, chem., or elect lines
Inspect track pipe & wheels for wear (Rotate pipe or
replace, If necessary.)
Check for proper tension on drive bells (3)
Check arm rotation (Adjust as necessary)
Clean all photoeyes (If Installed)
Check prox switches & cables for damage (AdjuslfReplace
as necessary)
Ensure proper contactor operation
Ensure wamlng buzzers are operating correctly
Check operation of & adjust Ultrasonic Sensors
Inspect electrical compartments for
damage or water
Adjust aD regulators
Ensure correct water valve operation
Clean aU spray nozzles
Check foot valve & strainer (Clean as necessary)
Repair any loose or burnt electrical wiring
Check all swivels for leaks & proper operation
Check remote activation device
Observe sIde blaster for proper operation
Check underbody wash operation
Check air compressor for proper operation
Check bay doors for proper operation
Check thermostats for proper operation
Check operation of frost protection
Check operation of auto recirculation
Check bay heater for proper operation
Check salt level In water softener brine tank
Check oscillating spray manifold operation
Check operation of Code-A-Wash III/IV console
Ensure colnbox Is operating correctly
Use test functions to adjust options on this machine
Is program & revisIon current?
Observe several wash cycles & adjust properiy
Y N
Notes and recommendations:
Service Technician:
Site Manager:
SERVICE PM13.pdf
REV-04/0512001
