HomeMy WebLinkAboutECAT13-016 InVision Communication Agreement AGREEMENT BETWEEN EAGLE COUNTY AIR TERMINAL CORPORATION AND INVISION COMMUNICATIONS,LLC I THIS AGREEMENT is made this,-day of V(11,{-f., , 2013, by and between Eagle County Airport Terminal Corporation ("ECAT"), and InVision Communications, LLC, a company organized under the laws of the State of Colorado ("Contractor"). WHEREAS, ECAT desires to install two (2) flight information display system (FIDS) monitors in the curbside baggage check-in area of the commercial passenger terminal at the Eagle County Regional Airport property(the"Airport"or"Facility"). WHEREAS, ECAT already has in its possession the two (2) monitors and desires Contractor to furnish labor and materials to facilitate complete installation, including cabling,mounting hardware,and other materials as required to complete the work. 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 and connection of two display monitors as identified in Contractor's proposal dated September 20, 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. 1 (4-A40--01(e 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 coipensation under this Agreement shall not exceed two thousand two hundred three dollars and twenty-seven cents ($2,203.27) without a signed amendment to the Agreement. 3. 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. 1 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: 1 4.1 Contractor has familiarized itself with the nature and extent of the Services to be pr vided hereunder, the Facility, and with all local conditions, and federal, state, and l0 1 laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the Services. 4. 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 ob$ervations, examinations, investigations, tests, reports, and data with the terms and co ditions of this Agreement. 4. To the extent possible Contractor, has given ECAT written notice of all conflicts, err rs,or discrepancies that he has discovered in the Agreement. 2 4.5 Contractor will be responsible for provision of the Services and shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to contractors of its kind. Further, in rendering the Services, 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 3 unenforceable provision was omitted. 1 6.4 If Contractor has any employees or subcontractors, Contractor shall comply with C. .S. § 8-17.5-101, et seq., regarding Illegal Aliens—Public Contracts for Services, and thi 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. (a) 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: htt,://www.dhs.gov/xprevprot/programs/gc 1185221678150.shtm (c) 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. j (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 i (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 I the subcontractor has not knowingly employed or contracted with an illegal alien. (e) 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). (0 If a Contractor violates these prohibitions,ECAT may terminate the co tract 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 coisequential damages to the County as required by law. 4 III (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 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 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: 5 ECAT: Eagle County Air Terminal Corp. P.O. Box 850 Eagle,Colorado 81631 (970)328-2680 (p) (970)328-2687 (f) anc4 a copy to: Eagle County Attorney P.O. Box 850 Eagle,Colorado 81631 (970)328-8699(f) The Contractor: InVision Communications,LLC John Harty P.O. Box 2001 Edwards,CO 81632 (970)926-1896 (p) (970)926-1808 (f) jharty@lowvoltagedesign.com 11.2 Notices shall be deemed given on the date of delivery; on the date a FAX is traesmitted and confirmed received or, if transmitted after normal business hours, on the neat 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 12.11 It is expressly acknowledged and understood by the parties hereto that nothing cotltained 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 coittractors. 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 thi$ 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 not its officers, agents, subcontractors, employees or servants may represent, act, purport to act or be deemed the agent,representative, employee or servant of ECAT. AI.TICLE 13—INSURANCE REQUIREMENTS 13 1 At all times during the term of this Agreement,Contractor shall maintain inslurance on its own behalf in the following minimum amounts: 6 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 and through the EAGLE COUNTY MANAGER By: Keith P. Montag InVision Communications, LLC By: 1 ' .74: A V Title: j 0 7 ti EXHIBIT A (Services) 8 Y . - InVision Communications,LLC Estimate m VisZOn P.O.Box 2001 Edwards,CO 81632 DATE ESTIMATE NO. 9/20/2013 13014 NAME/ADDRESS Eagle County Airport PO Box 850 Eagle,CO 81631 TERMS REP Customer Job Due on receipt JKH Baggage Check in Monitors V2 ITEM DESCRIPTION QTY COST TOTAL Baggage Monitors Cat6 Plenum Cat 6 24/4 Plenum wire-price per foot 160 0.44 70.40T B5-HD-20 BinaryTM B5-Series Standard HDMI®Cable with Ethernet-20 meter 1 200.00 200.00T B7-HD-7.5 Binary Licensed B7-Series High Speed HDMI Cable with Ethernet 7.5 Meter 1 104.92 104.92T SM-T-L StrongTM Large Tilting Mount for 36-60 in.Flat-Panel TV's(Black) 2 80.00 160.00T Miscellaneous Cables and connectors 1 100.00 100.00T Installation Labor Run 160"Cat6 plenum(estimating 4-6 hours) 6 75.00 450.00 Installation Labor Run 2 HDMI cables(estimating 2-3 hours) 3 75.00 225.00 Installation Labor Install mounts and owner provided monitors(est.6-8 hours) 8 75.00 600.00 Proj Mngt Project Management 2 95.00 190.00 Shipping Shipping/Freight 1 75.00 75.00 CO Sales Tax 4.40% 27.95 TOTAL $2,203.27 Accepted by: EXHIBIT B (Additional Services) Requests for Additional Services must be made in the format attached: II 9 EXHIBIT B-1 CHANGE ORDER NO. Project Name: Project Address or Location City: State: Zip Code: "Contractor" and Eagle County Air Terminal Corporation "ECAT" 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: I0 i i w i i I