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HomeMy WebLinkAboutECAT14-001 Control Touch Systems AGREEMENT BETWEEN EAGLE COUNTY AIR TERMINAL CORPORATION AND CONTROL TOUCH SYSTEMS, INC. THIS AGREEMENT is made effective the S�%'" day of .. Jt/A'i./1 , 2014 (the "Effective Date"), by and between Eagle County Air Terminal Corporation (`SCAT"), and Control Touch Systems, Inc., a company organized under the laws of the State of Kentucky("Contractor"). WHEREAS, County desires controls system service and support for the in-line baggage system in the passenger terminal at the Eagle County Regional Airport property(the"Airport"); and WHEREAS, Contractor 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 labor necessary for the controls system support identified in Contractor's proposal dated November 26, 2013, attached hereto as Exhibit "A," and hereby incorporated by this reference. Contractor's services are generally described as providing telephone controls system troubleshooting and diagnostic support 24 hours per day, 7 days per week (the "Services"). If no completion date is specified in Exhibit A, Contractor 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. Additional services, such as engineering or onsite support, shall be billed on an hourly basis in accordance with the rates for "Additional Hourly Support" set forth in Exhibit A. ARTICLE 2—TERM OF AGREEMENT 2.1 This Agreement shall commence effective December 11, 2013, and subject to the provisions of Article 10 hereof, shall continue for a one(1) year period (the"Term"). ARTICLE 3—COMPENSATION 3.1 For the services satisfactorily performed in accordance with this Agreement, ECAT will pay Contractor according to the"Pricing" and the rates for"Additional Hourly Support" set forth in Exhibit A. The maximum amount of compensation under this Agreement shall not exceed $25,000.00 without a signed amendment to this Agreement. 1 ftri`f-0o! 3.2 Payment will be made on a monthly basis, for Services satisfactorily performed, within thirty (30) days of receipt of a proper and accurate invoice from Contractor respecting such Services. The invoice shall include a detailed description of the services performed. Contractor shall provide ECAT with such other supporting information as ECAT may request. 3.3 All invoices must be mailed or delivered in-person to the following address to ensure proper payment. Eagle County Air Terminal Corporation P.O. Box 850 Eagle, Colorado 81631 3.4 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. 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 Airport 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 it 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 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 2 contract docurrrents other tin this—Agreement and Exhibits A and B (the "Contract Documents"). 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 Notwithstanding anything to the contrary contained in this Agreement, ECAT shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31, 2013 without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 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). • •6.4 Provision Mandated by C.R.S. § 8-17.5-101 et seq. PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES 6:4.1 If Contractorhas 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 Agreement. By execution of this Agreement, Contractor certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Agreement 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 Agreement. 6.4.2 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. 3 6.4.3 Contractor ha ,;confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Agreement 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 6.4.4 The Contractor shall not use either the E-verify program or other Department Program proc'edures to undertake pre-employment screening of job applicants while the public contract for services is being performed.• 6.4.5 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 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 it Y l s,, illegal alien;..except_that the,Contractor-._shallknot 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. 6.4.6 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). 6.4.7 If a Contractor violates these prohibitions, the ECAT may terminate this Agreement for a breach of the contract. If this Agreement is so terminated specifically for a breach of this provision of this Agreement,the Contractor shall be liable for actual and consequential damages to ECAT as required by law. 6.4.8 ECAT will notify the office of the Colorado Secretary of State if Contractor violates this provision of this Agreement and ECAT the Agreement for such breach. 6.5 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. 4 6.6 InvaITty 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. 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 the ECAT to the extent that ECAT is liable to such third party for such claim without regard to the involvement of the Contractor. E t ARTICLE 9-OWNERSHIP OF DOCUMENTS AND MATERIALS: All documents (including electronic files) 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-fmai payment is.made to-Contractoror 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. In the event the Contractor files for bankruptcy or is declared bankrupt or dissolves, ECAT may declare in writing that this Agreement is immediately terminated, and all rights of Contractor and obligations of ECAT are terminated, except payment of accrued but unpaid fees as set forth in this Section 10.1. 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 TWountyta... 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: Control Touch Systems, Inc. 3101 Breckenridge Lane Louisville, KY 40220 (502)452-9397 (p) (502)452-9373 (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 perfornr-ash- 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: 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 6 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 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. Insurance certificate(s) shall be attached hereto as Exhibit"B". //SIGNATURE PAGE TO FOLLOW// 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 Montag, ounty Managet CONTROL TOUCH SYSTEMS, INC. By: Title: , 17,o,•7 t, STATE OF Letd-witui COUNTY OF si--Cre_ce)Y-1 ) The foregoing instrument was acknowledged before me by c . skti4..,4-; , this J day of -44.ktvu,,A,--Lt , O±± 2z).- My commission expires: &-e_p..4-. i?) .40r1 - Notary Public 000ttliimun/4„ ‘d3\1\1 7141AP'; 495459 E ,OMMISSION g EXPIRES I %t 903/2017 ,ft 11:k C*1.. 49/ Likr—% 1/4entimiimitto0 8 EXHIBIT A CONTRACTOR'S PROPOSAL DATED NOVEMBER 26, 2013 9 06 r P< a a. x �.; � ; x Service Proposal l To Eagle County Regional Airport 11/26/2013 4 ni:ix:41-7:01=h' r. •. .__. 3101 BRECKENRIDGE LANE,LOUISVILLE,KY 40220 CONTROLTOUCH SYSTEMS,INC. SERVICE CONTRACT PROPOSAL PROPOSAL P13162R2 SERVICE CONTRACT PROPOSAL - 2013 Introduction Contro ouch Systems, Inc. is pleased to provide you with this proposal to supply a Controls System Service Contract to the customer. ControlTouch has full-time controls engineers who are dedicated to providing quality customer support around the clock. This service contract includes 24-7 telephone support of warranty issues and, as requested,will be offered on a monthly basis. Note that this service contract does not include on-site field support. Any work performed by our engineers will be billed on an hourly basis. The following summarizes the services that can be offered in our proposal: • Control Systems Troubleshooting and Diagnostics The following list summarizes the equipment and services to be provided by others: • VPN Connection • Electrical and Mechanical Installation and Demolition • Operators and Materials for Testing • Spare Parts The remainder of this document will give details of our service system and pricing. 24-Hour Telephone Sport Our basic level of support will give the customer access to our 24 hour, 7 days a week support hot line. The charge for this level of support is for our guarantee of one hour response time to requests for assistance. This type of service will be greatly enhanced by the customer giving us access to a VPN link to their control system network. Note that all costs and responsibility associated with setting up and maintaining this VPN service would be the responsibility of the customer. Preventative Maintenance Service Calls Our next level of support would add regularly scheduled service calls to the basic level. We will work out a schedule with the customer for us to visit their facility to perform routine controls maintenance. We will visually and/or electrically inspect all of the controls equipment and software in the system. After this inspection we will make recommendations to the customer based on the state of the system. While our engineer is on site the customer may also wish to use his time to provide hands on training for their personnel. Service calls are typically done on a quarterly basis and usually last eight man- hours on site. However the number of service calls and their duration can be negotiated on an individual basis. This type of work is purchased on a unit basis in addition to 24-hour telephone support. These service calls can be added to the service contract at any time during the life of this agreement by applying this unit price. PAGE 2 CONTROLTOUCH SYSTEMS,INC. SERVICE CONTRACT PROPOSAL PROPOSAL P13162R2 Description of Services ControlTouch will provide controls engineering maintenance support service (Service) for the Customer's baggage handling controls system during the term of this Agreement. General Conditions • • A. SPARE PARTS: No spare parts have been included with this proposal. B. SAFETY: ControlTouch will supply its on-site service personnel standard tools and safety equipment as required to service the instrumentation and control system and will be governed by the Purchaser's safety program. ControlTouch also agrees to comply with all applicable state, federal and local safety regulations and laws. Any other safety equipment that is required shall be supplied by the Purchaser or at the Purchaser's expense. C. INSTALLATION: ControlTouch has not included any electrical field wiring or mechanical installation or demolition that might be required as a part of the work in our proposal. Nor have we included any supervision of this work. If any electrical or mechanical work is required it shall either be provided by others or it can be supplied by ControlTouch. However all costs associated with this type of work shall be billed to the customer in addition to the service contract. PAGE 3 CONTROLTOUCH SYSTEMS,INC. SERVICE CONTRACT PROPOSAL PROPOSAL P13162R2 Pricing and Payment Terms Our Service Agreement guarantees telephone service coverage by ControlTouch for the Customer 24 hours per day, 7 days per week. Depending on the level of service selected service hours will be billed to the Customer. Service hours shall include travel time to and from the Customer's site, if applicable. Note that travel costs will be billed separately. p Pricing Year 1 Telephone Support available 24 hours per day—7 days per week. $ 13,556.00/yr. Field Service Call, Excluding travel and per diem. (Unit Price) $ 2,376.00/ea. Note`Service Call to field includes 24 hours labor and travel M Hourly Support Charge Available at ControlTouch's currently published service rates. Please see our engineering rates for this service contract below. These rates will be good for the duration of this contract. Standard Hourly Rate $ 110.00 Overtime Hourly Rate $ 135.00 Weekend Standard Hourly Rate $ 135.00 Weekend Overtime Hourly Rate $ 160.00 Terns A. Terms shall be net thirty(30)days from the date of the invoice. B. Payment of invoices per the above terms must be paid in full. C. ControlTouch will invoice the Customer on a monthly basis. Payment of the first invoice will mark the starting point of the coverage in this service agreement. D. All engineering shall be billed in minimum increments of one hour, if applicable. E. Late payments may result in the suspension and/or termination of this service contract. NOTE: PROPRIETARY INFORMATION Information in this document is the property of and is proprietary to ControlTouch Systems,Inc. The information included herein is tendered solely for reference by our customer and shall not be used by any recipient for any other purposes whatsoever. PAGE 4 EXHIBIT B INSURANCE CERTIFICATES J 10 .-----"1 CONTR-3 OP ID:SM '`�� -R° CERTIFICATE OF LIABILITY INSURANCE DATE 01/29/DD/YYYY) 01/29/2014 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 Epic Insurance Solutions,LLC PHON: 1900 Plantside Dr (NHCNNNo,Ext): FAX No): Louisville,KY 40299 ADDRIESS: Chris W Reynolds INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Secura Insurance 22543 INSURED Control Touch Systems Inc INSURER B:Employers Assurance Company 3101 Breckenridge Ln#300 INSURER C: Louisville,KY 40220 INSURER D: 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 LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER POLICY EFF PM/OD/EXP (MM/DDIYYYY) (MMIDD/YYYY! LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY 20-CP-3178552 05/30/2013 05/30/2014 DAMAGE TO RENTED PREMISES(Ea occurrence) $ 100,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 10,000 PERSONAL 8 ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 POLICY PRO- JECT LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 A X ANY AUTO 20-A-3178553 05/30/2013 05/30/2014 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Per accident) $ HIRED AUTOS NON-OWNED PROPERTY DAMAGE AUTOS (PER ACCIDENT) $ $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 A EXCESS LIAB CLAIMS-MADE 20-CU-3178554 05/30/2013 05/30/2014 AGGREGATE $ 5,000,000 DED X RETENTION$ $ WORKERS COMPENSATION WC STATU- 0TH- AND EMPLOYERS'LIABILITY X TORY LIMITS ER Y/N B ANY PROPRIETOR/PARTNER/EXECUTIVE EIG1329800 02 05/30/2013 05/30/2014 E.L.EACH ACCIDENT $ 500,000 OFFICER/MEMBER EXCLUDED'? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 500,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 500,000 A Property Section 20-CP-3178552 05/30/2013 05/30/2014 Contents 150,000 Ded 1,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space Is required) Certificate holder is also listed as additional insured with respects to job # P13162 for control system support by our insured. CERTIFICATE HOLDER CANCELLATION EAGLECO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ECAT THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. P 0 Box 850 Eagle,CO 81631 AUTHORIZED REPRESENTATIVE I ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD