HomeMy WebLinkAboutC11-245 American Protection SystemsAGREEMENT BETWEEN EAGLE COUNTY
AND AMERICAN PROTECTION SYSTEMS, INC.
THIS AGREEMENT is made this day of� Pl 2011, by and between
Eagle County ( "County "), and ArAerican Protection ystems Inc., ( "Contractor "), a
Colorado Corporation with a principal place of business at 6420 County Road 335, Suite
C, New Castle, Colorado 81647.
WHEREAS, County desires to purchase video surveillance equipment and associated
installation, set -up and training services for the Eagle County Airport Air Traffic Control
Tower, Colorado (the "Facility ").
WHEREAS, Contractor is authorized to do business in the State of Colorado, has
experience and expertise necessary to provide said equipment and services to County;
and
WHEREAS, County and Contractor intend by this Agreement to set forth the scope of
the responsibilities of Contractor in connection with the services and related terms and
conditions to govern the relationship between Contractor and County in connection with
this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the following
promises, County and Contractor agree as follows:
ARTICLE 1— WORK
1.1 Contractor will provide the specific video surveillance equipment specified in
Contractor's Proposal attached hereto as Exhibit "A" and incorporated herein by this
reference, and will use its expertise, skill and its own employees to provide installation,
set -up and programing and testing of the equipment. Contractor will also provide
training services and warranties as described in the attached Exhibit "A." To the extent
of any conflict between Exhibit A and the terms of this Agreement, the terns of this
Agreement shall control.
ARTICLE 2 — COUNTY'S REPRESENTATIVE
2.1 The Airport Terminal Manager shall be Contractor's contact with respect to this
Agreement and the performance of the Services.
ARTICLE 3 — TERM OF AGREEMENT
3.1 This Agreement shall commence upon execution of this Agreement by both
parties, and, subject to the provisions of Article 12 hereof, shall continue in full force and
effect until the equipment is delivered and the services are satisfactorily completed in
accordance with the terms of this Agreement.
ARTICLE 4 — COMPENSATION
4.1 For the goods and services to be provided hereunder, County will pay Contractor
the amounts provided in Exhibit "A." The maximum amount of compensation under this
Agreement shall not exceed one thousand seventy five dollars ($1,075) without a signed
amendment to the Agreement.
4.2 A down payment of five hundred thirty seven dollars and fifty cents ($537.50)
will be made as a deposit upon execution of this agreement. The remaining balance of
five hundred thirty seven dollars and fifty cents ($537.50) will be made for equipment
delivered and services satisfactorily performed will be paid within thirty (30) days of
receipt of a proper and accurate invoice from Contractor respecting the services. The
invoice shall include a description of services performed. Upon request, Contractor shall
provide County with such other supporting information as County may request.
4.3 County will not withhold any taxes from monies paid to the Contractor hereunder
and Contractor 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.
4.4 Notwithstanding anything to the contrary contained in this Agreement, no charges
shall be made to the County nor shall any payment be made to the Contractor in excess of
the amount for any Services done without the written approval in accordance with a
budget adopted by the Board of County Commissioners in accordance with provisions of
the Colorado Revised Statutes. Moreover, the parties agree that the County is a
governmental entity and that all obligations beyond the current fiscal year are subject to
funds being budgeted and appropriated.
ARTICLE 5— CONTRACTOR'S REPRESENTATIONS
In order to induce County to enter into this Agreement, Contractor makes the following
representations:
5.1 Contractor has familiarized itself with the nature and extent of the Services to be
provided hereunder, the Facility, and with all local conditions, and federal, state, and
local laws, ordinances, rules and regulations that in any manner affect cost, progress, or
performance of the Services.
5.2 Contractor will make, or cause to be made, examinations, investigations, and tests
as he deems necessary for the performance of the Services.
5.4 To the extent possible, Contractor has correlated the results of all such
observations, examinations, investigations, tests, reports, and data with the terms and
conditions of this Agreement.
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5.5 To the extent possible Contractor, has given County written notice of all conflicts,
errors, or discrepancies that he has discovered in the Agreement.
5.6 Contractor will be responsible for provision of the Services and shall perform the
Services in a skillful, professional and competent manner and in accordance with the
standard of care, skill and diligence applicable to video surveillance sales and service
companies. Further, in rendering the Services, Contractor shall comply with the highest
standards of customer service to the public. Contractor shall provide appropriate
supervision of its employees to ensure the Services are performed in accordance with this
Agreement.
ARTICLE 7 — ENTIRE AGREEMENT
7.1 This Agreement represents the entire Agreement between the parties hereto.
There are no Contract Documents other than this Agreement. The Agreement may only
be altered, amended, or repealed in writing.
ARTICLE 8 — MISCELLANEOUS
8.1 No assignment by a parry hereto of any rights under, or interests in the Agreement
will be binding on another parry hereto without the written consent of the party sought to
be bound; and specifically, but without limitation, moneys that may become due and
moneys that are due may not be assigned without such consent (except to the extent that
the effect of this restriction may be limited by law), and 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.
8.2 County and Contractor each binds itself, its partners, successors, assigns and legal
representatives to the other party hereto, in respect to all covenants, agreements, and
obligations contained in this Agreement.
8.3 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
Contractor in respect of any period after December 31, 2011 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).
8.4 Provision Mandated by C.R.S. § 8- 17.5 -101 or seq. PROHIBITIONS ON
PUBLIC CONTRACT FOR SERVICES
8.4.1 If Contractor has any employees or subcontractors, Contractor shall comply with
C.R.S. § 8- 17.5 -101, et seq., regarding Illegal Aliens — Public Contracts for Services, and
this Contract. By execution of this Contract, Contractor certifies that it does not
knowingly employ or contract with an illegal alien who will perform under this Contract
and that Contractor will participate in the E- verify Program or other Department of Labor
and Employment program ( "Department Program ") in order to confirm the eligibility of
all employees who are newly hired for employment to perform Services under this
Contract.
8.4.2 Contractor shall not:
(i) Knowingly employ or contract with an illegal alien to perform
work under this contract for services; or
(ii) Enter into a contract with a subcontractor that fails to certify to the
Contractor that the subcontractor shall not knowingly employ or
contract with an illegal alien to perform work under the public
contract for services.
8.4.3 Contractor has confirmed the employment eligibility of all employees who are
newly hired for employment to perform work under this Contract through participation in
the E- verify Program or Department Program, as administered by the United States
Department of Homeland Security. Information on applying for the E- verify program
can be found at:
http:// www .dhs.gov /xprcvprot/programs /gc 1185221678150.shtm
8.4.4 The Contractor shall not use either the E -verify program or other Department
Program procedures to undertake pre - employment screening of job applicants while the
public contract for services is being performed.
8.4.5 If the Contractor obtains actual knowledge that a subcontractor performing work
under the public contract for services knowingly employs or contracts with an illegal
alien, the Contractor shall be required to:
(i) Notify the subcontractor and the County within three days that the
Contractor has actual knowledge that the subcontractor is
employing or contracting with an illegal alien; and
(ii) Terminate the subcontract with the subcontractor if within three
days of receiving the notice required pursuant to subparagraph (i)
of the paragraph (D) the subcontractor does not stop employing or
contracting with the illegal alien; except that the Contractor shall
not terminate the contract with the subcontractor if during such
three days the subcontractor provides information to establish that
the subcontractor has not knowingly employed or contracted with
an illegal alien.
8.4.6 The Contractor shall comply with any reasonable request by the Department of
Labor and Employment made in the course of an investigation that the department is
undertaking pursuant to its authority established in C.R.S. § 8- 17.5 - 102(5).
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8.4.7 If a Contractor violates these prohibitions, the County may terminate the contract
for a breach of the contract. If the contract is so terminated specifically for a breach of
this provision of this Contract, the Contractor shall be liable for actual and consequential
damages to the County as required by law.
8.4.8 The County will notify the office of the Colorado Secretary of State if Contractor
violates this provision of this Contract and the County terminates the Contract for such
breach.
8.5 ATTORNEY'S FEES: In the event of litigation between the parties hereto
regarding the interpretation of this Agreement, or the obligations, duties or rights of the
parties hereunder, or if suit otherwise is brought to recover damages for breach of this
Agreement, or an action be brought for injunction or specific performance, then and in
such events, the prevailing party shall recover all reasonable costs incurred with regard to
such litigation, including reasonable attorney's fees.
8.6 Invalidity or unenforceability of any provision of this Agreement shall not affect
the other provisions hereof, and this Agreement shall be construed as if such invalid or
unenforceable provision was omitted.
ARTICLE 9 - JURISDICTION AND VENUE:
9.1 This Agreement shall be interpreted in accordance with the laws of the State of
Colorado and the parties hereby agree to submit to the jurisdiction of the courts thereof.
Venue shall be in the Fifth Judicial District for the State of Colorado.
ARTICLE 10 - INDEMNIFICATION:
10.1 The Contractor shall, to the fullest extent permitted by law, indemnify and hold
harmless County and any of its officers, agents and employees against any losses, claims,
damages or liabilities for which County or any of its officers, agents, or employees may
become subject to, insofar as any such losses, claims, damages or liabilities arise out of
directly or indirectly, this Agreement, or are based upon any performance or
nonperformance by Contractor hereunder; and Contractor shall reimburse County for any
and all legal and other expenses incurred by County in connection with investigating or
defending any such loss, claim, damage, liability or action. 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.
ARTICLE 11- OWNERSHIP OF DOCUMENTS AND MATERIALS:
All documents (including electronic files) and associated project materials which are
obtained during, purchased or prepared in the performance of the Services shall remain
the property of the County and are to be delivered to County before final payment is
made to Contractor or upon earlier termination of this Agreement.
ARTICLE 12 - TERNIINATION:
12.1 County may terminate this Agreement, in whole or in part, for any reason, at any
time, with or without cause. Any such termination shall be effected by delivery to
Contractor of a written notice of termination specifying the reason and date upon which
termination becomes effective. In such event, Contractor shall be compensated for all
Services satisfactorily completed up to the date of termination for such Services.
ARTICLE 13 —NOTICE
13.1 Any notice required under this Agreement shall be personally delivered, mailed in
the United States mail, first class postage prepaid, or sent via facsimile provided an
original is also promptly delivered to the appropriate party at the following addresses:
The County: Eagle County Airport
P.O. Box 850
Eagle, Colorado 81631
(970) 328 -2680 (p)
(970) 328 -2687 (f)
and a copy to: Eagle County Attorney
P.O. Box 850
Eagle, Colorado 81631
(970) 328 -8699 (f)
The Contractor: American Protection Systems, Inc.
6420 County Road 335, Suite C
New Castle, CO 81647 -9691
(970) 984 -2542 (f)
13.2 Notices shall be deemed given on the date of delivery; on the date a FAX is
transmitted and confirmed received or, if transmitted after normal business hours, on the
next business day after transmission, provided that a paper copy is mailed the same date;
or three days after the date of deposit, first class postage prepaid, in an official depositary
of the U.S. Postal Service.
ARTICLE 14 — INDEPENDENT CONTRACTOR
14.1 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 between County and Contractor or County and Contractor's
employees. Contractor and its employees shall be, and shall perform as, independent
contractors. No officer, agent, subcontractor, employee, or servant of Contractor shall be,
or shall be deemed to be, the employee, agent or servant of County. Contractor shall be
solely and entirely responsible for the means and methods to carry out the Services under
this Agreement and for Contractor's acts and for the acts of its officers, agents,
employees, and servants during the performance of this agreement. Neither Contractor
nor its officers, agents, subcontractors, employees or servants may represent, act, purport
to act or be deemed the agent, representative, employee or servant of County.
ARTICLE 15— INSURANCE REQUIREMENTS
15.1 At all times during the term of this Agreement, Contractor shall maintain
insurance on its own behalf in the following minimum amounts:
Workmen's Compensation, disability benefits, and other similar employee benefit
acts, with coverage and in amounts as required by the laws of the State of
Colorado;
Comprehensive Automobile Insurance shall be carried in the amount of
$1,000,000 for bodily injury and $1,000,000 for property damage, each
occurrence. All liability and property damage insurance required hereunder shall
be Comprehensive General and Automobile Bodily Injury and Property Damage
form of policy.
Comprehensive liability and property damage insurance issued to and covering
Contractor and any subcontractor with respect to all Work performed under this
Agreement and shall also name County as an additional insured, in the following
minimum amounts:
Bodily Injury Liability:
Each Person: $1,000,000
Each Accident or Occurrence: $1,000,000
Property Damage Liability:
Each Accident or Occurrence: $1,000,000
15.2 Contractor shall purchase and maintain such insurance as required above and shall
provide certificates of insurance in a form acceptable to County upon execution of this
Agreement.
/ /SIGNATURE PAGE TO FOLLOW //
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
COUNTY OF EAGLE, STATE OF
COLORADO, by its County Manager
in
Title: V CT 14 4
STATE OF Co�0(ftA0 )
COUNTY OF
The foregoing instrument was acknowledged before me by
thi day of - u A . j 2011.
My cknuni n e pires: ID/5)201
AN GELA Stote Colorado
AMERICAN PROTECTION SYSTEMS INC.
American
Protection
Systems Inc,
6420 County Road 335 Suite C
New Castle, CO 81647 -9691
Office: 970- 984 -2541
Fax. 970 -984 -2542
Toll Free: 888 - 518 -APSX
WWW.AMEM"NPROTEMON"STEMS.COM PROJECT:
LOCATION:
I PROPOSAL I
DATE: 06/20/11
SUBMITTED BY: Scott Mishler
Eagle Airport - TOWER VIDEO
co
submit spechicelions and estimates for
ration of Video Surveillance System including the following components:
1 BNC Quad Multiplexer with VGA Output & Remote
1 HP 19" High Resolution VGA Monitor
1 Speco Weatherproof, High Resolution, Color
Bullet Camera
* All labor
Programming & testing
Owner training
* 1 -Year Parts & Labor Warranty
3 -Year Parts Warranty on Monitor
Replacement of Main Door Camera
* Warranty of Existing Equipment or
WE PROPOSE HEREBY TO FURNISH LABOR - COMPLETE IN ACCORDANCE WITH ABOVE
SPECIFICATIONS FOR THE SUM OF
TAX EXEMPT
FIVE AND NO/ 100----------------------------- —� - -- dollars $1,075
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ACCEPTANCE OF PROPOSAL -THE ABOVE PRICES. SPECIFICATIONS ANO CONORIONS ARE SATSFACTORY AND ARE
HEREBY ACCEPTED. YOU ARE AUTHORIZED TO DO THE WORK AS SPECIFIED. PAYMENT WILL BE MACE AS OUTUNED ABOVE.
DATE OF
ACCEPTANCE SIGNATURE
P.O. #
TFUE
Note: This Proposal may be withdrawn if not accepted within 30 Days
Unless otherwise specified, no fire system design is intended to meet all ADA requirements. On fire systems, FULL coverage detection is always
recommended
