HomeMy WebLinkAboutC12-384 Wagner Equipment Agreement • AGREEMENT BETWEEN EAGLE COUNTY AND WAGNER EQUIPMENT, INC. dv THIS AGREEMENT is made this d day of November, 2012, by and between Eagle County ( "County "), and, Wagner Equipment, Inc. ( "Contractor "), a Colorado Corporation organized and existing by virtue of the laws of the State of Colorado with a principal place of business at 2322 I -70 Frontage Road, Grand Junction, Colorado 81505. WHEREAS, County desires to contract for scheduled service and preventive maintenance for the emergency generator at the Eagle County Justice Center ( "Facility "). WHEREAS, Contractor is authorized to do business in the State of Colorado, has experience and expertise necessary to provide said product and/or 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 agrees to provide all services, labor, personnel and materials to perform and complete the services set forth in Exhibit A (hereinafter "Services" or "Work ") which is attached hereto and incorporated by this reference. Contractor will use its expertise and skill to perform the Services. In the event of any conflict between the contents of this Agreement and Exhibit A, this Agreement shall control. ARTICLE 2 — COUNTY'S REPRESENTATIVE 2.1 The Facilities Management Department designee 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 11 hereof, shall continue in full force and effect until October 31, 2013, or until otherwise terminated pursuant to Article 11. The PM -2 Service (as defined by Exhibit A) will be completed within the month of November 2012 and the subsequent PM -1 Service will be scheduled and completed within the month of March 2013. This Agreement may be extended for up to three additional one year terms beyond the time referred to in this Section on terms and conditions as may be mutually agreed between the parties in writing. ARTICLE 4 - COMPENSATION 4.1 For the 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 nine hundred twenty dollars ($920.00) for the PM -1 Service and one thousand four hundred dollars ($1,400.00) for the PM -2 Service without a signed amendment to the Agreement. 4.2 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 1 n-bq 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 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. 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 power generation system 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 6 — ENTIRE AGREEMENT 6.1 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 7 — MISCELLANEOUS 7.1 No assignment by a party hereto of any rights under, or interests in the Agreement will be binding on another party 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. 7.2 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. 2 7.3 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,of each year 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). 7.4 Provision Mandated by C.R.S. § 8 - 17.5 - 101 et seq. PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES 7.4.1 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. 7.4.2 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. 7.4.3 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 7.4.4 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. 7.4.5 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. 3 7.4.6 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). 7.4.7 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. 7.4.8 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. 7.5 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. 7.6 Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any sub - consultant agreements for the performance of any of the Services without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to perform the Work and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned. Contractor shall require each sub - contractor, as approved by County and to the extent of the Services to be performed by the sub - contractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. ARTICLE 8 - JURISDICTION AND VENUE: 8.1 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. 8.2 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. ARTICLE 9 - INDEMNIFICATION: 9.1 The Contractor shall 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 or any of its subcontractors hereunder; and Contractor shall reimburse County for any and all legal and other expenses including attorney fees 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 claims without regard to the involvement of the Contractor. 4 ARTICLE 10 - OWNERSHIP OF DOCUMENTS AND MATERIALS: 10.1 All documents (including electronic files) and 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 11 - TERMINATION: 11.1 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 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 12 — NOTICE 12.1 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 Facilities Management P.O. Box 850 Eagle, Colorado 81631 (970) 328 -8881 (p) (970) 328 -3539 (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: Wagner Equipment, Inc. 2322 I -70 Frontage Road Grand Junction, Colorado 81505 (970) 244 -9352 (p) (970) 245 7268 (f) 12.2 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 13 — INDEPENDENT CONTRACTOR 13.1 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 5 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 14 — INSURANCE REQUIREMENTS 14.1 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 14.2 Contractor shall purchase and maintain such insurance as required above and the certificate of insurance is attached hereto as Exhibit B. / /SIGNATURE PAGE TO FOLLOW // 6 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 I By: _ _ �/ AC—. eith Montag CONTRACTOR: Wagner Equipm t Inc. By: o er an or e- Title: Risk Manager CONTRACTOR IS REQUIRED TO HAVE ITS SIGNATURE NOTARIZED STATE OF Colorado ) ) ss. COUNTY OF Adams ) The foregoing instrument was acknowledged before me by Robe r t V a n Go r de r , of Wagner Equipment Co this Ja day of November ,2012. My co mission e ires: 1 1— 22 6 A 4 /.(a Notar tI' ub i l GAYLE GOAD NOTARY PUBLIC STATE OF COLORADO N ID # 19924014834 MY COMMISSION EXPIRES NOVEMBER 22, 2018 7 STANDBY PREVENTIVE MAINTENANCE . CSA Program Enrollment Form Obi WA GNER CAT' CATERPILLAR- POWER SYSTEMS Wagner Power Systems, CUSTOMER SUPPORT AGREEMENT, herein referred to as "Agreement" for new and used equipment is an important part of Caterpillar's continuing effort to provide Caterpillar equipment owners with superior value and product support. This Agreement provides the owner reasonable assurance that the reliability and productivity of your equipment is maintained and unexpected repair cost is minimized. This Agreement allows you to do what you do best and focus on your core business while Wagner provides expert product support services on your equipment. Additional customer benefits: • PREDETERMINED COST No surprises - maintenance cost are guaranteed up front. • FACTORY - TRAINED TECHNICIANS Experienced technicians keep pace with advances in equipment technology. • MAINTENANCE HISTORY & SCHEDULING Maintenance support staff utilize computerized scheduling & monitoring system. • GUARANTEED QUALITY Cat diagnostic tools, fluids & filters assure consistent product quality and results. • EPA COMPLIANCE Properly dispose of used fluids and filters in compliance with local & federal laws. • SAVINGS Avoid overhead on maintenance vehicles, insurance or unemployment compensation; minimize costly downtime; repair before failure; increase your productivity; extend your equipment life and get maximum performance and resale benefits. COMPANY NAME: Eagle County Sheriffs Department ACCOUNT NO: 29424 ADDRESS: 3289 Cooley Mesa Rd. Bldg A CITY Gypsum STATE: CO ZIP: 81637 PHONE NO: 970 - 328 -8881 CONTACT NAME: Ron Siebert EMAIL: Ron.siebert(&eaglecounty.us Quote #: 110212 -DS MAKE /MODEL SERIAL NO. START HOURS START DATE TERM CAT 3406B 2WB01104 November 2012 2- Years • Standby Program - INTERVAL SCHEDULED BY: SERVICE LEVELS - cc Z ¢ = w < ¢ z z z ¢ ¢ z ¢ • PM-1 ❑ ❑ 0 ❑ ❑ ❑ Complete PM1 Inspection to be Done: March 2013, March 2014 ® PM -2 ❑ ❑ ❑ ® ❑ ❑ Complete PM2 Service to be Done: November 2012, September 2013 Flat Rate /Per Visit: PM1 = 920.00 PM2 = 1,400.00 Price Is Per Unit, Per Visit Including Parts, Labor and Travel SPECIAL INSTRUCTIONS: Any non CSA maintenance repairs will be billed separately and are subject to Customer Approval. Taxes and /or environmental fee's should they apply are not included in the above rates. Price above includes Parts, Labor and Mileage. Any repairs will be billed at Time & Material at the current Wagner Power Systems rate, and are subject to customer approval. Tax and /or environmental charges should they apply are not included in above rate. SERVICE PROVIDED: 1. Provide applicable travel, labor, parts, fluids, and tooling to perform PREVENTIVE MAINTENANCE as defined under the "Maintenance Section" of Operation & Maintenance Guide at the above intervals (check all Preventive Maintenance Intervals that apply) to include changing fluids and filters, replace gaskets /seals made unusable during Preventive Maintenance, adjust and lubricate machine. 2. Perform walk- around - visual inspection of the complete machine. Inspections are intended to identify and report readily observable equipment condition and /or deficiencies, which could adversely affect safety, machine life, operation and /or performance. 3. Extract fluid samples (SOS) from major components including cooling system at selected intervals (fuel sampling is not included). 4. Provide written Preventive Maintenance and fluids analysis reports and estimate(s) for any corrective action. 5. Provide computerized maintenance scheduling system and a contact person to coordinate the efficient scheduling of work. 6. Maintain service records of all Preventive Maintenance including fluid analysis. Customers Signature: Date: Wagner Power Signature: Drew Schroetlin — Grand Junction PSSR Date EXHIBIT WAGNER POWER SYSTEMS, 23221 -70 Frontage Rd. Grand Junction, CO 81505 (970) 242-2834 ` ti' 4L CERTIFICATE OF LIABILITY INSURANCE 2/28/2 D /YYYY) 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 CONTACT NAME: Client .Assoctate Van Gilder Insurance Corp. PHONE o, E)4):30378_3778540,_ �ia ,NoL348- 831 -5298 1515 Wynkoop Street E -MAIL Suite 200 ADDRESS:certlflca1e@yg1C,cQm Denver CO 80202 INSURERLSIAFFORDING COVERAGE NAIL # _ INSURER A :Zurich American Insurance Comp INSURED WAGEQU 1 INSURER B :CL$t. Pau] Fire c Marine fnsu Wagner Equipment Co. INSURER C: Wagner Rents, Inc. INSURER 0: 18000 Smith Road Aurora CO 80011 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 1669768319 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 -- 1 ADDL'$UBR POLICY E FF POLICY EXP LTR TYPE OF INSURANCE 1 INSR WVD POLICY NUMBER (MMIDDIYYYY) (MMIDDIYYYY) LIMITS A GENERAL LIABILITY Y Y GL0819637205 /1/2012 3/1/2013 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES (Ea occurrence) $1,000,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG 52,000,000 PRO- X POLICY .IFCf LOC SIR $$0 A AUTOMOBILE LIABILITY Y Y BAP819637105 4/1/2012 3/1/2013 COMBINED SINGLE LIMIT (Ea accident) $1000,000 X ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS AUTOS ( ) NON -OWNED PROPERTY DAMAGE $ - -- HIRED AUTOS AUTOS _,(Per accident) B X UMBRELLA LIAB X . OCCUR Y Y ZUP12S8378912NF 4/1/2012 , /1/2013 EACH OCCURRENCE $25,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE $25,000,000 DED X RETENTION $10,000 $ A WORKERS COMPENSATION Y WC819637306 4/1/2012 8/1/2013 X WC STATU- OTH- AND EMPLOYERS' LIABILITY Y / N TORYIIMI.TS ER_ ANY PROPRIETOR /PARTNER /EXECUTIVE N / A E.L. EACH ACCIDENT $1,000,000 OFFICER /MEMBER EXCLUDED? -- -- - - - - - - — (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $1,000,000 if yes, describe under — - -- - - -- - DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) . If required by written contract or written agreement, the following provisions apply subject to the policy terms, conditions, limitations and exclusions: The Certificate Holder is included as Additional Insured under General Liability, Automobile Liability and Umbrella Liability. This insurance will apply on a primary, non - contributory basis. A Blanket Waiver of Subrogation applies for General Liability, Automobile Liability, Umbrella Liability and Workers' Compensation. For Informational Purposes Only CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Evidence of Coverage ACCORDANCE WITH THE POLICY PROVISIONS. • AUTHORIZED REPRESENTATIVE i © 1988-2010 ACORD CORPOR EXHIBIT ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD I p.r