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HomeMy WebLinkAboutC12-344 Rocky Mountain Power Generation { AGREEMENT BETWEEN EAGLE COUNTY AND ROCKY MOUNTAIN POWER GENERATION, INC. 1 2. THIS AGREEMENT is made thisday of , 2012, by and between Eagle County ( "County "), and Rocky Mountain Power Ge eration, Inc., a Colorado corporation, with a mailing address of 6301 N. Broadway, Denver, CO 80216 ( "Contractor "). WHEREAS, County desires to perform load bank testing on four back -up power generators located at the Eagle County Regional Airport property (the "Airport"). 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. 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 completion of the load bank testing of four generators identified in Contractor's proposal dated April 16, 2012, attached hereto as Exhibit "A," and incorporated by this reference (hereinafter the "Work" or "Services "). All Work shall be completed no later than October 31, 2012. 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 Services are satisfactorily completed in accordance with the terms of this Agreement. ARTICLE 3 — COMPENSATION 3.1 For the Services satisfactorily performed in accordance with this Agreement, County will pay Contractor the sum set forth in Exhibit A. The maximum amount of compensation under this Agreement shall not exceed two thousand seven hundred forty -nine dollars ($2,749.00) without a signed amendment to the Agreement. Contractor will not be entitled to bill at overtime and/or double time rates for work done outside normal business hours unless specifically authorized to do so by County. 1 09,-94q 3.2 Payment will be made for Services satisfactorily performed 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. 3.3 All invoices must be mailed or delivered in- person to the following address to ensure proper payment. Invoices sent by fax or email will not be accepted. Eagle County Airport P.O. Box 850 Eagle, Colorado 81631 3.4 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. 3.5 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 work done without the written approval in accordance with a budget adopted by the Board 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 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 Services 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 Services. 4.2 Contractor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance of the Services. 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 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 contractors of its kind. Further, in rendering the Services, 2 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. 4.6 Contractor shall coordinate all 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 and Exhibits A and B (the "Contract Documents ") represent the entire Agreement between the parties hereto. There are no Contract Documents other than this Agreement and Exhibits A and B. 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, Eagle 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, 2012 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 3 (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. 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 this Agreement for a breach of the contract. If the Agreement 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 Agreement and the County terminates the Agreement for such breach. 4 6.5 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. 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 Fifth Judicial District for the State of 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 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 solely liable to such third party for such claim without regard to the involvement of the Contractor. ARTICLE 9 - OWNERSHIP OF DOCUMENTS AND MATERIALS: 9.1 All documents (including electronic files) 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 10 - TERMINATION: 10.1 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. II 5 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(0 (970) 328 -2687 (f) and a copy to: Eagle County Attorney P.O. Box 850 Eagle, Colorado 81631 (970) 328 -8699 (f) The Contractor: Rocky Mountain Power Generation, Inc. 6301 North Broadway Denver, CO 80216 (303) 428 -2517 (p) (303) 428 -1034 (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. 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 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. 6 r r 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. Insurance certificate(s) shall be attached hereto as Exhibit `B ". / /SIGNATURE PAGE TO FOLLOW // 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. EAGLE COUNTY, by and through the Eagle County Manager B y: ✓� / �� eith Montag, Eagle County Ma . ger CONTRACTOR: Rocky Mountain Power Generation, Inc., a Colorado corporation By: I � '�,�/I Title: 59.,✓✓: c E Ge,Z STATE OF COLORADO ) I� ) ss. COUNTY OF i r .et - ) The foregoing instrument was acknowledged before me by , this 3'''L day of Oe , 2012. My COMMiz3C on Expires ,* My commission expires: 03/16/2015 M me. V �,) -wry Notary Public �. ' _ 7 8 EXHIBIT A CONTRACTOR'S PROPOSAL 9 1 • Rocky Mountain Power Generation, Inc. April 16, 2012 Eagle County Airport 219 Eldon Wilson Road ■ - Gypsum, CO 81637 Attn: Pat, RE: Quote to load bank test four generator Rocky Mountain Power Generation is pleased to present the following quote on the above referenced job: Ouotation Summary Labor Estimate includes the following: $1760.00 • Lock out and tag out unit • Conduct four hour load bank test on four generators Parts: $0.00 • Miscellaneous: - $989.00 • Includes Travel and Mileage • Includes Misc. Shop Expenses • Hotel to stay the night and save on the second trip Total estimate: $2749.00{ • This quote is valid for ninety days • Ouote is based on one technician to complete work • Quote does not include cost of freight for parts • • • Includes hotel room If you have any questions or concerns, please contact me. We appreciate the opportunity to quote your business! Don Gardner Parts and Service Coordinator Rocky Mountain Power Generation, Inc. 6301 N. Broadway Denver, CO 80216 303- 428 -2517 Ext. 228 303- 428 -6785 Fax seiveRAL: - 44Q 6 EMS, :.v[, 6301 North Broadway • Denver CO 80216 • (303) 428 -2517 • Fax (303) 428 -1034 • (800) 337 -8480 • EXHIBIT B CONTRACTOR'S CERTIFICATE OF INSURANCE 10 6 I, ® DATE (MM /DD/YYYY) 14 R17 CERTIFICATE OF LIABILITY INSURANCE 09/27/2012 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 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). PRODUCER 1 - 303 - 534 - 4567 CONTACT IMA, Inc. - Colorado Division P PHH ONE FAX (A/C. No, Ext): (A/C, No): 1550 17th Street A Suite 600 ADD DREDRE SS: Denver, CO 80202 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: WESTFIELD INS CO 24112 INSURED INSURER B: PINNACOL ASSUR 41190 Central Motive Power Inc INSURER C : 6301 N. Broadway INSURERD: P.O. Box 17128 T.A. Denver, CO 80217 INSURERS: INSURER F COVERAGES CERTIFICATE NUMBER: 29303965 REVISION NUMBER: 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LTR INSR WVD POLICY NUMBER (MM /DD/YYYY) (MM /DD/YYYY) LIMITS A GENERAL LIABILITY CMM7538637 05/01/12 05/01/13 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED 500,000 PREMISES (Ea occurrence) $ CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 15, 000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 2,000,000 POLICY PRO- LOC $ JFCT A AUTOMOBILE LIABILITY CMM7538637 05/01/12 05/01/13 COMBINED SINGLE LIMIT 1,000,000 (Ea accident) $ X ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS AUTOS X HIRED AUTOS X NON -OWNED PROPERTY DAMAGE $ AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE _ $ EXCESS LIAB CLAIMS -MADE AGGREGATE $ DED RETENTION $ $ B WORKERS COMPENSATION 4060671 - Colorado Onl WCSTATU- OTH- AND EMPLOYERS' LIABILITY Y/ N Y OS /O1 /1 "e 05/01/13 X TORY LIMITS ER ANY PROPRIETOR /PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 500,000 OFFICER /MEMBER EXCLUDED.? N i N/A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 500,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT f $ 500,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Eagle County is included as Additional Insured on the General Liability Policy if required by written contract or agreement subject to the policy terms and conditions. CERTIFICATE HOLDER CANCELLATION RE: Perform load bank testing on four back -up power generators located at the Eagle County Regional Airport. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Eagle County Airport THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 850 AUTHORIZED REPRESENTATIVE Eagle, CO 81631 USA ////2#6,_ © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD krysldi 29303965