HomeMy WebLinkAboutECAT13-014 Encore Electric, Inc. AGREEMENT BETWEEN EAGLE COUNTY AIR TERMINAL CORPORATION
AND ENCORE ELECTRIC, INC.
THIS AGREEMENT is made thisC day of � , 2013, by and between
Eagle County Airport Terminal Corporation ("ECAT"), and Encore Electric, Inc., a
company organized under the laws of the State of Colorado ("Contractor").
WHEREAS, ECAT desires to upgrade its existing lighting control panel in the
commercial passenger terminal at the Eagle County Regional Airport property (the
"Airport"or"Facility").
WHEREAS, ECAT already has in its possession the new lighting control panel and
desires Contractor to furnish labor and materials to facilitate installation of the lighting
control panel.
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 installation,
programming, and training for the lighting control panel as identified in Contractor's
proposal dated June 7, 2013, attached hereto as Exhibit A which is hereby incorporated
by this reference (hereinafter the "Work" or "Services"). 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.
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.
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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 six thousand one hundred fifty-four
dollars and no cents ($6,154.00)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 Any services in addition to the Services ("Additional Services") shall be performed
by Contractor only after approval of ECAT. Orders for Additional Services shall be on the
form attached hereto as set forth in Exhibit B and shall be approved by ECAT and
acknowledged by ECAT and Contractor in writing, prior to any such work identified as
Additional Services is performed by Contractor. Failure by Contractor to obtain written
authorization and acknowledgement from ECAT for Additional Services shall result in non-
payment for any such Additional Services or work performed. Except as otherwise agreed
in writing by Contractor and ECAT,all Additional Services shall be subject to the terms and
conditions of this Agreement. ECAT may also by written notice to Contractor make any
reasonable reductions to the scope of the Services and the compensation payable to
Contractor shall be reduced in a fair and reasonable amount on account thereof.
ARTICLE 4—CONTRACTOR'S REPRESENTATIONS
In order to induce ECAT to enter into this Agreement, Contractor makes the following
representations: c
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4.1 Contractor has familiarized itself with th nature and extent of the Services to be
provided hereunder, the Facility, and with all ocal 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
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standard of care, skill and diligence applicable to contractors of its kind. 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.
4.6 Contractor guarantees all Services against defects in workmanship for a period of
one (1) year from the date the Services are completed and accepted by ECAT, or such
longer period as may be provided by law, and promises to repair or replace, at
Contractor's expense, any workmanship that is found to be defective.
4.7 Contractor guarantees and warrants that any equipment or materials provided by it
shall be new and free from defects of any nature for a period of one (1)year from the date
the equipment or materials are accepted by ECAT. If any manufacturer or supplier of any
equipment or materials furnishes a guarantee or warrantee for a period longer than one
(1) year, the Contractor's guarantee shall extend for a like period as to such equipment
and materials.
4.8 Within a reasonable time after receipt of written notice, Contractor shall at its own
expense, without cost to ECAT repair any defects in workmanship or equipment and
materials provided by it. Warranties required by this Agreement shall commence on the
date of acceptance of Services and equipment or materials by ECAT.
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 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.
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6.4 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 work under this Contract.
(13) 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.
(b) 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
€ 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.
(d) 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:
(13) Notify the subcontractor and ECAT within three (3) 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 (3)
days of receiving the notice required pursuant to subparagraph(i) of 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.
€ 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).
(f) 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 the County as required by law.
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(g) 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.
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 afty"� 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 u p on any performance or
pca■+rN.- 124./4o..aa1.11
nonperformance
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b Contractor hereunder; and Contractor shall reimburse ECAT for ally and all attorney fees and costs and 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 date upon which termination
becomes effective. In such event, Contractor shall be compensated for all Services
satisfactorily completed up to the date of termination for such Services.
ARTICLE 11—NOTICE
11.1 Any notice required under this Agreement shall be personally delivered, mailed in
the United States mail, first class postage prepaid, or sent via facsimile provided an
original is also promptly delivered to the appropriate party at the following addresses:
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ECAT: Eagle County Air Terminal Corp.
P.O. Box 850
Eagle,Colorado 81631
(970) 328-2680 (p)
(970)328-2687 (1)
and a copy to: Eagle County Attorney
P.O. Box 850
Eagle,Colorado 81631
(970) 328-8699 (f)
The Contractor: Encore Electric, Inc.
R.J. Vik
77 Metcalf Road
Avon, CO 81620
(970) 949-9277 (p)
(970) 949-9280 (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.
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:
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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.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement the day and
year first above written.
EAGLE COUNTY AIR TERMINAL
CORPORATION
By:
-"eith P.Montag
ENCORE ELECTRIC, INC.
By: /0/1/ter4
Title: - P1z.s r4, -&
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EXHIBIT A
(Services)
8
77 Metcalf Road
IT ENCORE electric Avon,CO 81620
J Phone: 970-949-9277
Fax: 970-949-9280
June 7, 2013
Patrick Johnson
Eagle County Airport
PO Box 850
0219 Eldon Wilson Rd.
Gypsum, CO 81637
Subject: Install Lighting Control Panel
Reference: RJ120914 Rev. 2
Location: Gypsum, CO
Dear Patrick,
Our proposal to install the Lighting Control Panel is shown on the following page. Please
reference the attached Scope of Work and Qualification letter.
If you have any questions or require additional information,please do not hesitate to call.
Sincerely,
Encore Electric,Inc.
i y 1
R. J. Vik
Service Manager
Scope of Work
Lighting Control Panel
1. Remove existing panel
2. Install one(1)replacement lighting control panel(supplied by Eagle Airport)
3. Provide and install one wallstation controller
4. Provide and install all necessary conduit,wire and connections
Total $2,751
Programming/Training-$1,975
Overtime Addition-$1,428
Qualifications, Inclusions & Exclusions
Qualifications
1. Proposal based on using all existing switch legs and wiring(circuit tracing excluded)
2. Price includes mounting wallstation within 40' of new panel location
3. Please allow 2-3 weeks to schedule programming
4. Multiple electrical shutdowns will be required
5. Proposal based on normal working hours
6. All work is to be scheduled and performed with the approval of the owner
General Inclusions
1. Shutdown coordination with staff
General Exclusions
1. Electrical Engineering
2. Electrical Permit
3. New switch-legs, circuits or circuit tracing
Payment is due within 30 days upon completion of work .
Please sign and return a copy of this proposal if you accept our price, terms, and
conditions. Fax#970-949-9280 Email: rj.vik(a,encoreelectric.com
Reference Quote#—RJ120914 Rev. 2
Accepted by: Title:
Date: P.O. #
ENCOREeleclr)e
EXHIBIT B
(Additional Services)
Requests for Additional Services must be made in the format attached:
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EXHIBIT B-1
CHANGE ORDER NO.
Project Name:
Project Address or Location
City: State: Zip Code:
"Contractor" and Eagle County Air Terminal
Corporation 'SCAT" are parties to a contract dated ("Contract") and
wish to amend the Contract as follows:
A. Contractor has been requested to perform and agrees to perform the following
Additional Services:
B. The compensation for said Additional Services shall be billed as set forth below in an
amount not to exceed$ ,which is in addition to the amounts stated in
the below:
This Additional Services Amount $
Previous Additional Services Amount $
Total of Additional Services to date $
Original Contract Amount $
Contract Amount to date $
Except as expressly amended or modified herein, the Contract shall remain unmodified and
in full force and effect and all Additional Services shall be performed in accordance with the
terms of the Contract.
This Amendment is executed on the day of ,
EAGLE COUNTY AIR TERMINAL CORPORATION: CONTRACTOR:
By: By:
Its: Its:
Dated: Dated:
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