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Home My WebLink AboutC13-284 Interroll West Engineering, Inc. Agreement AGREEMENT BETWEEN EAGLE COUNTY AIR TERMINAL CORPORATION AND INTERROLL WEST ENGINEERING, INC. THIS AGREEMENT is made this-r day of `„,th- ✓", 2013, by and between Eagle County Airport Terminal Corporation ("ECA "), and Interroll Engineering West, Inc., a company organized under the laws of the State of Colorado, with a principal place of business at One Forge Road, Canon City, Colorado 81212 ("Contractor"). WHEREAS, ECAT desires to engage Contractor. for conveyor system maintenance services at the Eagle County Regional Airport property(the "Airport" or"Facility"). WHEREAS, Contractor is authorized to do business in the State of Colorado, has experience and expertise necessary to provide said services to ECAT; and WHEREAS,ECAT 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 ECAT in connection with this Agreement. NOW, THEREFORE, in consideration of the foregoing premises and the following promises, ECAT and Contractor agree as follows: ARTICLE 1—WORK 1.1 Contractor will furnish all materials and labor necessary for conveyor system maintenance services as identified in Contractor's proposal dated October 1, 2013, attached hereto as Exhibit "A," and hereby incorporated by this reference (hereinafter referred to as the "Services" or"Work"). If no completion date is specified in Exhibit A, Consultant agrees to furnish the Services in a timely and expeditious 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. 1.2 This Agreement may be modified and the scope of Services may be changed upon a written amendment to this Agreement signed by both parties. 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 for a term of one year. 2.2 The term of this Agreement may be extended for an additional three (3) one year terms upon the written amendment to this Agreement signed by both parties. 1 ARTICLE 3—COMPENSATION 3.1 For the services satisfactorily performed in accordance with this Agreement, ECAT will pay Contractor the amounts provided in Exhibit A. The maximum amount of compensation under this Agreement shall not exceed ten thousand one hundred sixty dollars ($10,160)without a signed amendment to the Agreement. 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 ECAT with such other supporting information as ECAT may request. 3.3. 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. 3.4 The signatories to this Agreement aver to their knowledge, no employee of ECAT has any personal or beneficial interest whatsoever in the service or property described in this Agreement. The Contractor has no interest and shall not acquire any interest, direct or indirect, that would conflict in any matter or degree with the performance of Contractor's services and Contractor shall not employ any person having such known interests. ARTICLE 4—CONTRACTOR'S REPRESENTATIONS In order to induce ECAT 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 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. 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 ECAT 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 2 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 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 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. 6.2 ECAT 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 Provision Mandated by C.R.S. § 8-17.5-101 et seq. PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES 6.3.1 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. 6.3.2 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. 3 6.3.3 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 6.3.4 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. 6.3.5 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 ECAT 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 6.4.5 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. 6.3.6 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). 6.3.7 If a Contractor violates these prohibitions, ECAT 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 ECAT as required by law. 6.3.8 ECAT will notify the office of the Colorado Secretary of State if Contractor violates this provision of this Contract and ECAT terminates the Contract for such breach. 6.4 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. 6.5 Contractor acknowledges that ECAT has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any sub-consultant or sub-contractor agreements for the performance of any of the 4 Services or without ECAT's prior written consent, which may be withheld in ECAT's sole discretion. ECAT shall have the right in its reasonable discretion to approve all personnel assigned to perform the Work and no personnel to whom ECAT has an objection, in its reasonable discretion, shall be assigned. Contractor shall be solely responsible for any Work performed by a sub-consultant or sub-contractor and shall require each sub-consultant or sub-contractor, as approved by ECAT and to the extent of the Services to be performed by the sub-consultant or 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 ECAT. 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 ECAT and any of its officers, agents and employees against any losses, claims, damages or liabilities for which ECAT 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 ECAT for any and all legal and other expenses incurred by ECAT 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 ECAT to the extent that the ECAT is 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 ECAT and are to be delivered to ECAT before final payment is made to Contractor or upon earlier termination of this Agreement. ARTICLE 10 -TERMINATION: 10.1 ECAT 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. 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: ECAT: Eagle County Air Terminal Corp. 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: Interroll Engineering West, Inc. Michael Veatch One Forge Road Canon City, CO 81212 719-275-7471 (p) 719-269-3750 (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 ECAT and Contractor or ECAT 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 ECAT. 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 ECAT. 6 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 ECAT 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: $1,000,000 Each Accident or Occurrence: $1,000,000 13.2 Contractor shall purchase and maintain such insurance as required above and shall provide certificates of insurance in a form acceptable to ECAT upon execution of this Agreement. 1/REMAINDER OF PAGE INTENTIONALLY LEFT BLANK// 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. EAGLE COUNTY AIR TERMINAL CORPORATION, by and through the EAGLE COUNTY MANAGER By: Keith P. Montag, County .nager INTERROLL ENGINEERING WEST, INC. By: i/ Title: ,)ii'L64r' !> � /'t�i��>✓ STATE OF Co, h -ca el 6 ) ) ss. COUNTY OF ass wva.v+ ) The foregoing instrument was acknowledged before me by]f u 4yttj this day of , 2013. My commission expires: ( n,u� 01 ?) .O 14 e. 4 d�� Notary Publi NANCY E MARCHIANI NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20044030634 MY COMMISSION EXPIRES AUGUST 27, 2016 8 EXHIBIT A ( 7; IN$PI*10 IT t1PICIINCY One Forge Road Canon City,CO 81212 USA Eagle County Terminal Corp. (ECAT) October 1, 2013 217 Eldon Wilson Rd Gypsum, CO 81637 (970) 328-2680 1 Each INTERROLL SERVICE/SUPPORT AGREEMENT Total Investment $10,160.00 Required: Annual Preventive Maintenance/Service Agreement for Interroll (fka Portec) equipment in the outbound bag-line located at your facility at the Eagle County Airport. Contract is valid for one year commencing from the initial audit date. > Contract includes the following: Two(2) preventive maintenance visits and one(1) pre-PM audit. > Visits would consist of one visit mid peak season and the other would either be at the end of peak season or prior to peak season. (detail of schedule to be supplied after acceptance of PO). > All visits are to be consumed within one year of contract date Preventive Maintenance visit to consist of: • Includes details shown on Attachment A • Written after action report • Detailed recommendations with estimated costs for required repairs • Routine supplies (lubricants, lace hooks, cleaning, etc.)at no additional charge • Check status of recommended spares • Each visit will be invoiced for'/of annual contract with net 30 day payment terms > Exceptions: Electrical or control systems are not included. Observed safety concerns or deficiencies will be reported. See pages 3 and 4 for additional audit, preventive maintenance, and service details. Tel:(719)275-7471 I Fax:(719)269-3750 I Email:sales®portec.com I www.portec.com Page 1 of 4 3 ° I 1 A 't fi 4 � IN$PIRID RY t/1IC$INCY One Forge Road Canon City,CO 81212 USA EAGLE COUNTY REGIONAL INTERROLL ENGINEERING Accepted by:: AIRPORT Offered By: WEST INC. Printed name: Portec Rep: Michael J. Veatch Title: Title: Director of Customer Service Signed: Signed: Date: Date: ?/26/3 Tel:(719)275-7471 I Fax:(719)269-3750 I Email:sales@portec.com I www.portec.com Page 2 of 4 1 IN$PI210 •X tttlt$I$C, One Forge Road Canon City,CO 81212 USA Pre-PM Audit ➢ Interroll employees on-site to complete detailed inspection of all Interroll manufactured conveyors utilized by the Eagle County Airport. ➢ Labor to conduct the audit is provided at no charge to the customer. ➢ Purpose of the audit is to provide an existing baseline condition of the equipment, and to outline a program to ensure trouble-free operation in the most cost effective manner possible. Auditors will: 1. Inspect the equipment identified within the scope of the agreement to identify current unit condition, individual component parts, location, and safety concerns. 2. Provide a detailed written report on current unit state including identifying potential part failures and estimated risk and time to failure. Report will include parts list for each conveyor. 3. Provide written proposal for labor and materials to complete recommended repairs or service other than that included in the preventive maintenance agreement. 4. Provide written proposal for recommended spares inventory to be kept on site. While there is no obligation on the part of the customer to authorize these repairs prior to commencing the Preventive Maintenance Service Agreement, we expect that fixing these issues will help reduce downtime, and will reduce the length, expense, and frequency of subsequent Preventive Maintenance Service Agreement visits. Identified recommendations from the Pre-Contract Audit will not be completed as a part of the on-going scheduled PM service visits. Preventive Maintenance Agreement ➢ All work to be performed by Interroll service technicians ➢ Interroll technicians will be properly trained for all safety and security requirements as noted by the customer. Security badging requests to be initiated by the Eagle County Airport. ➢ All replacement parts will be discounted 25%for the duration of this contract. ➢ Written report will be issued to the station manager upon completion of each visit no later than two(2)weeks after completion. Report will: 1. Include Attachment A for each unit detailing the PM provided. 2. Summary report with noted concerns and recommendations including anticipated costs to repair and estimated mean time to failure for identified items. Tel:(719)275-7471 I Fax:(719)269-3750 I Email:sales®portec.com ( www.portec.com Page 3 of 4 .11110'0,J : IN$PIR*D IT t►►iCIINtY One Forge Road Canon City,CO 81212 USA Service Visits ➢ Interroll can provide complete service and parts replacements as requested by the customer. This service is not included in the Preventive Maintenance scope of work; however, will be supplied as requested at discounted rates(see below for details)as part of the it I subject contract. Service and fees are detailed below. No 24-hour phone technical support including weekends additional Cost Parts discount for all Interroll (fka Portec) installed equipment(billed 25% off separately) list prices Labor rate per hour(at 25%discount)excluding travel expenses $69.00 Full day rates per technician (at 25% discount) $548.00 Tel:(719)275-7471 I Fax:(719)269-3750 I Email:sales®portec.com www.portec.com Page 4 of 4 PORTGRO-01 HGILGINAS Ai CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY, 1/25/2013 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: CB Insurance,LLC PHONE FAX 1 South Nevada Ave.,Suite 105 (NC,No,Ext):(719) 228-1070 (NC,No): (719)228-1071 Colorado Springs,CO 80903 E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Travelers Property Casualty Insurance Company INSURED INSURER B:Travelers Casualty Insurance Company of Americ Portec Group International,Inc. INSURER C:Pinnacol Assurance 41190 1 Forge Rd. INSURER D: Canon City,CO 81212-0589 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 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 ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY X 6308107C773C0F13 2/1/2013 2/1/2014 DAMAGE TO RENTED 300,000 _PREMISES(Ea occurrence) $ 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 $ 2,000,000 7 POLICY PRO- JECT X LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) 1,000,000 A X ANY AUTO Y8108107C773TIL13 2/1/2013 2/1/2014 BODILYINJURY(Perperson) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS ( ) X HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ AUTOS (PER ACCIDENT) _ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 B EXCESS LIAB CLAIMS-MADE CUP8107C773TIL13 2/1/2013 2/1/2014 AGGREGATE $ 10,000,000 DED X RETENTION$ 10,000 $ WORKERS COMPENSATION WC STATU- 0TH- AND EMPLOYERS'LIABILITY X TORY LIMITS 'R- AND /N C ANY PROPRIETOR/PARTNER/EXECUTIVE 4121309 2/1/2013 2/1/2014 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? y N/A (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) Certificate issued to provide evidence of coverage. CERTIFICATE HOLDER CANCELLATION 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. Attn:Terry Thompson 02019 Eldon Wilson Road Gypsum,CO 81637 AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD