HomeMy WebLinkAboutC11-364 Serco Management Services AGREEMENT BETWEEN EAGLE COUNTY, COLORADO
AND SERCO MANAGEMENT SERVICES, INC.
THIS AGREEMENT is made this �? day of � �rr�r� , 2011, by and between
Eagle County, Colorado ( "County "), and Serco Management Services, Inc., a company
organized under the laws of the State of Colorado ( "Contractor ").
RECITALS
WHEREAS, County desires that Contractor furnish one additional air traffic controller
to allow the extension of Air Traffic Control Tower ( "Tower ") operational hours at the
Eagle County Airport (the "Airport") Tower for a period during the winter 2011/2012
and as further set forth in Exhibit A.
WHEREAS, Contractor is authorized to do business in the State of Colorado, has
experience and expertise necessary to provide said 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.
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 furnish all materials and labor necessary for extended tower hours as
identified in Contractor's proposal, attached hereto as Exhibit "A and incorporated by
this reference (hereinafter the "Work "). All Work shall be performed in a manner
consistent with the applicable professional standard of care. In the event of any conflict
or inconsistency between the terms and conditions set forth in Exhibit A and the terms
and conditions set forth in this Agreement, the terms and conditions set forth in this
Agreement shall prevail.
ARTICLE 2 — TERM OF AGREEMENT
2.1 This Agreement shall commence upon execution of this Agreement by both
parties, and, subject to the provisions of Article 10 hereof, shall continue in full force and
effect until the Work as outlined in Exhibit A is satisfactorily completed in accordance
with the terms of this Agreement.
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ARTICLE 3 — COMPENSATION
3.1 Upon and subject to the provisions and conditions of this Agreement, County shall pay
Contractor, for Contractor's performance of the Work, an amount NOT TO EXCEED Forty-four
Thousand and Twenty -four Dollars ($44,024.00) ( "Contract Price ").
3.2 The Contract Price includes, without limitation, the entire amount of overhead and profit
payable to Contractor in connection with the Work Contractor shall not have the right to, nor shall
it seek to recover, any additional compensation for overhead and profit or change in unite prices.
3.3 Contractor acknowledges that Owner is a tax exempt entity.
3.4 The scope of work to be performed under this Agreement shall not be modified
without an amendment to the Agreement signed by both parties.
3.5 Payment will be made for Services satisfactorily performed within thirty (30)
days of receipt of a proper and accurate invoice from Contractor respecting the Work.
Upon request, Contractor shall provide County with such other supporting information as
County may request.
ARTICLE 4— CONTRACTOR'S REPRESENTATIONS
In order to induce County to enter into this Agreement, Contractor makes the following
representations:
4.1 Contractor has familiarized itself with the nature and extent of the Work -to be
provided hereunder, the Airport, 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 Work.
4.2 Contractor will make, or cause to be made, examinations, investigations, and tests
as he deems necessary for the performance of the Work.
4.3 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.
4.4 To the extent possible Contractor, has given County written notice of all conflicts,
errors, or discrepancies that he has discovered in the Agreement.
4.5 Contractor will be responsible for provision of the Work and shall perform the
Work in a skillful, professional and competent manner and in accordance with the
standard of care, skill and diligence applicable to contractors of its kind. Further, in
rendering the Work Contractor shall comply with the highest standards of customer
service to the public. Contractor shall provide appropriate supervision of its employees
to ensure the Work is performed in accordance with this Agreement.
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4.6 Contractor shall coordinate any special conditions of Work with the Eagle County
Airport Manager and shall comply with any and all rules and regulations while working
on Airport property.
ARTICLE 5 — ENTIRE AGREEMENT
5.1 This Agreement represents the entire Agreement between the parties hereto.
There are no Contract Documents other than this Agreement and Exhibit A. The
Agreement may only be altered, amended, or repealed in writing.
ARTICLE 6 — MISCELLANEOUS
6.1 Neither party may assign its rights under this Agreement without the prior written
consent of the other. Any assignment without such consent shall be null and void.
6.2 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.
6.3 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).
6.4 Provision Mandated by C.R.S. § 8 -17.5 -101 et seq. PROHIBITIONS ON
PUBLIC CONTRACT FOR SERVICES
6.4.1 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.
6.4.2 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
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contract with an illegal alien to perform work under the public
contract for services.
6.4.3 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 /xprevprot /programs /gc 1185221678150. shtm
6.4.4 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.
6.4.5 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.
6.4.6 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).
6.4.7 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.
6.4.8 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.
6.5 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
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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.
6.6 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 7 - JURISDICTION AND VENUE:
7.1 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 District Court of Eagle County, Colorado.
ARTICLE 8 - INDEMNIFICATION:
8.1 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 actual and
reasonable damages or liabilities for which County or any of its officers, agents, or
employees may become subject to, insofar as any such actual and reasonable damages
or liabilities are directly related to this Agreement and are based upon any performance
or nonperformance by Contractor or any of its sub - contractors hereunder. 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 9 - OWNERSHIP OF DOCUMENTS ANI) MATERIALS:
9.1 Except as listed below, a 11 documents (including electronic files) which are
obtained during, purchased or prepared in the performance of the Work 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 o f this Agreement.
• Any and all documents logs, forms and recordings retained by Contractor
in accordance with FAA orders, manuals and regulations, including but,
not limited to: FAA JO 3120.4, Air Traffic Technical Training, FAA JO
7110.65, Air Traffic Control, FAA JO 7210.3, Facility Operation and
Administration, and FAA JO 8020.16, Air Traffic Organization Aircraft
Accident and Incident Notification, Investigation, and Reporting.
• Any and all documents collected by Contractor as part of its Air Traffic
Safety Action Program.
• Any and all sensitive security information requiring retention and /or
restricted access by Contractor in accordance with applicable statutes or
regulations.
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• Any and all documents protected by the Privacy Act of 1974, or other
applicable statutes or regulations.
Any and all proprietary documents used in the execution of Contractor's Federal Aviation
Administration contracts.
ARTICLE 10 - TERMINATION:
10.1 County may terminate this Agreement, in whole or in part, by providing at least
thirty (30) days notice to Contractor of such termination, 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 11 NOTICE
11.1 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 -8685 (p)
(970) 328 -8699 (f)
The Contractor: Serco Management Services, Inc.
633 East Vine Street
Murfreesboro, TN 37130
(615) 217 -2700 (p)
(615) 217 -2121 (f)
11.2 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.
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ARTICLE 12 — INDEPENDENT CONTRACTOR
12.1 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 Work 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 13 — INSURANCE REQUIREMENTS
13.1 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
13.2 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 //
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
EAGLE COUNTY, COLORADO
by and through its Boar ountyt issioners
By: °- i ' -.. v "` < / �/,
Jon Stavney, Chairman ,"
SERCO / I '‘ A SE: I S, INC.
/l lS� •
B II i . .
Y�
Deborah A. Brunetti
Title: Vice President, Contracts
STATE OF vtRGIN'ihr )
) ss.
COUNTY OF ___Ert I R )
The foregoing instrument was acknowledged before me by >8ofiH it • iShUNQf( , of
Serco Management Services, Inc. this (6 day of ryriJ.l►W !.. , 2011.
My commission e air- : 3I Get 1
Notary ' u. is
MARIA CELESTE ANGELA LTG
NOTARY PUBLIC #337215 8
COMMONWEALTH OF VIRGINIA
MY COMMISSION EXPIRES DEC 31, 2011
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Bringing service to life se rco
EXHIBIT A
Additional Hours of Air Traffic Control Services - Eagle County Airport
Scope of Services
Serco shall provide all services commonly accepted as air traffic control responsibility at the
Eagle County Airport (Airport) and shall limit the conduct of business in the Control Tower to
those commonly accepted duties associated with the provision of surface weather observations
and airport traffic control. Air traffic control services shall be provided in accordance with those
operational documents, directives, and regulations required by the Federal Aviation
Administration in the Federal Contract Tower Program.
Pricing
Beginning with the joint signing of the agreement and ending no later than April 2, 2012, pricing
for the provision of extended hours of operation of the air traffic control tower at the Eagle
County Airport shall be as follows:
1. The price for the training of an additional air traffic control specialist shall be $7,214.00.
2. Between December 15, 2011 and a date six weeks following the joint signing of the
agreement, the price for the provision of air traffic control tower services between the
hours of 7:00 pm and 11:00 pm local time shall be $73.70 per hour. Provision of said
services shall be contingent upon receipt of a request for said services by Serco from
the airport manager and /or his designated representative at least 72 hours in advance.
Serco may at its discretion, provide said services when a request for said services is
received with less than 72 hours advanced notice.
3. Beginning six weeks and one day following the joint signing of the agreement, the
weekly price for the provision of air traffic control tower services between the hours of
7:00 pm and 11:00 pm local time shall be $2,378.00 in whole week increments.
Disclaimer
Serco reserves the right to withhold any and all of the above services under situations where
providing said services will adversely affect Serco's ability to fulfill its FAA contract obligations or
require violation of operational documents, directives, and regulations required by the Federal
Aviation Administration in the Federal Contract Tower Program. In the event that services
cannot be provided, the price will be proportionately adjusted for the services not provided.
