HomeMy WebLinkAboutECAT11-009 Landscape Technology Group AGREEMENT BETWEEN EAGLE COUNTY AIR TERMINAL CORPORATION
AND LANDSCAPE TECHNOLOGY GROUP
THIS AGREEMENT is made this J I day of , 2011, by and between the
Eagle County Air Terminal Corporation ( "ECAT "), and Landscape Technology Group
( "Contractor "), a Colorado Corporation with a principal place of business at 3288 Cooley Mesa
Road, Al, Gypsum, Colorado 81637.
WHEREAS, ECAT desires to troubleshoot and potentially fix the existing irrigation system at
the Eagle County Regional Airport (the "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 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 agrees to provide all services, labor, personnel and materials to perform and
complete the services set forth in Contractor's proposal dated September 23, 2011, attached
hereto as Exhibit A and incorporated herein by this reference (hereinafter "Services" or "Work ").
Contractor and will use its expertise, skill to perform the Services. In the event of any conflict
between the contents ofthis Agreement and Exhibit A, this Agreement shall control.
ARTICLE 2 — ECAT'S REPRESENTATIVE
2.1 The Eagle County Terminal Manager, shall be Contractor's contact with respect to this
Agreement and the performance of the Services.
ARTICLE 3 — TERM OF AGREEMENT
3.1 This Agreement shall commence upon execution of this Agreement by both parties, and,
subject to the provisions of Article 11 hereof, shall continue in full force and effect until the
Services are satisfactorily completed in accordance with the terms ofthis Agreement.
ARTICLE 4 — COMPENSATION
4.1 For the services to be provided under Exhibit A, itemized as numbers 1 through 4, (the
"Base Services "), ECAT will pay Contractor on a time and materials basis at the rate of forty six
dollars ($46.00) per hour. The maximum amount of compensation under this Agreement for the
Base Services shall not exceed three thousand dollars ($3,000) without a signed amendment to
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MAT11 - ' 001
the Agreement. Repair services identified by Contractor and agreed upon by ECAT pursuant to
Exhibit A, itemized as number 5, ( "Repair Services ") will be billed on a time and materials basis
at the rate of forty six dollars ($46.00) per hour. The maximum amount of compensation under
this Agreement for the Repair Services shall not exceed two thousand dollars ($2,000) without a
signed amendment to the Agreement.
4.2 Payment will be made for Services satisfactorily performed will be paid within thirty
(30) days of receipt of a proper and accurate invoice from Contractor respecting the Services,
along with the report required under Exhibit A. The invoice shall include a description of
services performed. Upon request, Contractor shall provide ECAT with such other supporting
information as ECAT may request.
4.3 ECAT 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 ECAT 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
ECAT 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 ECAT 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 ECAT 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 like contractors. Further, in rendering the Services,
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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, along with the attached Exhibits A and B. 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 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.
7.3 Provision Mandated by C.R.S. § 8- 17.5 -101 et seq. PROHIBITIONS ON PUBLIC
CONTRACT FOR SERVICES
7.3.1 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.
7.3.2 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.
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7.3.3 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
7.3.4 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.
7.3.5 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 (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.
7.3.6 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).
7.3.7 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.
7.3.8 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.
7.4 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.
7.5 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 agreements for the performance of any of the 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
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to whom ECAT has an objection, in its reasonable discretion, shall be assigned. Contractor shall
require each sub - consultant, as approved by ECAT and to the extent of the Services to be
performed by the sub - consultant, 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 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 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 or any of its subcontractors 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 ECAT
is solely liable to such third party for such claims without regard to the involvement of the
Contractor.
ARTICLE 10 - OWNERSHIP OF DOCUMENTS AND MATERIALS:
All documents (including electronic files) and flooring materials which are obtained during,
purchased or prepared in the performance of the Services shall remain the property of ECAT and
are to be delivered to ECAT before final payment is made to Contractor or upon earlier
termination of this Agreement.
ARTICLE 11 - TERMINATION:
11.1 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
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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:
ECAT: Eagle County Air Terminal Corporation
Attention: Chris Anderson
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: Landscape Technology Group, Inc.
P.O. Box 5147
Vail Colorado 81658
C.F7 140 5 P,'56 S
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 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.
ARTICLE 14 — INSURANCE REQUIREMENTS
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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
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:
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.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 1/
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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 its Board of
Direc . /
NI By: Alf
J. tavney, Presi. ent
i
CONTRACTOR:
Landscape Technology Group
By: A A , .
Title: 3p M
STATE OF ��-� -4. )
) ss.
COUNTY OF G._ )
The foregoing instrument was acknowledged before me by 64,.....,e c_.,,„, , of
...g, 7 this / 3 day of d 4 - , 2011.
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EXHIBIT A
[INSERT PROPOSAL AND /OR SCOPE OF WORK]
9
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Post O Bx 51
Va il, off do o 81658 47
Off (970) 748 - 193 9
$ i i r ', Fax (970) 748 -003
} e LandscapeVailOaol.com
TECH NOTES
To Chris Anderson Date September 23, 2011 RESPONSE REQUESTED
From Richard Leeman Project SITE VISIT
MEETING
Re Irrigation Trouble Shoot PHONE
NOTES
NOTE
Hi Chris,
Landscape Technology Group, Inc. proposes to trouble shoot the existing irrigation at the airport.
This will entail several phases of work.
1. Repair mainline breaks at pump location.
2. Excavate along main entry drive to find existing mainline /sleeves and determine useful condition.
3. Analyze existing irrigation within each planter island.
4. We will report findings for review
5. Repairs will be performed at Owner's discreti
6. Work will be performed within 21 days of notice to proceed.
This work will be performed at a Time & Materials basis.
Supervisor and Labor rate to be $46 per hour.
The maximum charge for this phase of work to be $5000.00
Thank you,
Rich Leeman
President
- 1 -
EXHIBIT B
[INSERT INSURANCE CERTIFICATE]
10
Date: 10/13/2011 Time: 3:45 PM To: 19703282687 Page: 001
Ac Ro D CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY)
10/13/2011
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 Teresa Heupel
Keller -Lowry Insurance Inc aicNly et): (303) 756 -9909 (A No): (303)756 -8818
1777 S Harrison St #700 Am xxt E ss: i canhelp @kellerlowry.com
PRODUCER 00001885
CUSTOMER ID M. •
Denver CO 80210 INSURER(S) AFFORDING COVERAGE NAIC e
INSURED INSURER A :Secure Insurance Companies 22543
INSURER B :Pinnacol Assurance 41190
Landscape Technology Group Inc. INSURER C:
Po Box 5147
INSURERD
INSURERE:
Vail CO 81658 INSURER F:
COVERAGES CERTIFICATE NUMBER:11 - 12 GL ,AU,UM 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 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 LIMITS
LTR INSR WVD POLICY NUMBER (MMIDDIYVYY) (MMIDDIYYYY)
GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000
TO
X COMMERCIAL GENERAL LIABILITY DAMAGE PREMISES (S( RENTED 100
Ea occurrence) $
A CLAIMS -MADE X OCCUR TC313864 9 5/20/2011 5/20/2012 MED EXP (Any one person) $ 5,000
PERSONAL & ADV INJURY $ 1,000,000
GENERAL AGGREGATE $ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP /OP AGG $ 2,000,000
— 1 POLICY PRO LOC $
JECT
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
(Ea accident) $ 1,000,000
X ANY AUTO
A ALL OWNED AUTOS A3138650 5/20/2011 5/20/2012 BODILY INJURY Per person) $
BODILY INJURY (Per accident) $
SCHEDULED AUTOS
PROPERTY DAMAGE $
HIRED AUTOS (Per accident)
NON -OWNED AUTOS - Medical payments $
Uninsured motorist BI- single $
UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $
EXCESS LIAB CLAIMS -MADE AGGREGATE _ $
DEDUCTIBLE _ $
RETENTION $ $
B WORKERS COMPENSATION X WC STATU- OTH-
AND EMPLOYERS' LIABILITY y I N TORY LIMITS FR
ANY PROPRIETORIPARTNERIEXECUTIVE I I E.L. EACH ACCIDENT $ 100,000
OFRCER /MEMBER EXCLUDED? N 8056906 5/1/2011 5/1/2012
(Mandatory In NH) E.L. DISEASE - EA EMPLOYEE $ 100,000
If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 500,000
DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space Is required)
CERTIFICATE HOLDER CANCELLATION
[Fax : 9703282687] SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
Eagle County Air Terminal Corporation
PO Box 850
Eagle, CO 81631 AUTHORIZED REPRESENTATIVE
T Sibelius CIC CRM/TM `
ACORD 25 (2009/09) O 1988 -2009 ACORD CORPORATION. All rights reserved.
INS025 (200909) The ACORD name and logo are registered marks of ACORD
