HomeMy WebLinkAboutECAT14-013 Property Imaging, LLC Agreement AGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY AIR TERMINAL CORPORATION AND PROPERTY IMAGING,LLC � THIS AGREEMENT("Agreement")is effective as of thel day of�,p �/fl 6C 1' C'�I°�/� t 2014 by and between Property Imaging, LLC,a limited liability company registered in good standing with the State of Colorado (hereinafter"Contractor"),and Eagle County Air Terminal Corporation,a Colorado non-profit corporation (hereinafter"ECAT"). RECITALS WHEREAS, ECAT desires for the access roads,walkways,and parking lots to be restriped(the"Project")at the Eagle County Regional Airport commercial passenger terminal located at 217 Eldon Wilson Road,Gypsum,CO 81632(the"Property");and WHEREAS,Contractor is authorized to do business in the State of Colorado and has the time,skill,expertise,and experience necessary to provide the Services as defined below in paragraph 1 hereof;and WHEREAS,this Agreement shall govern the relationship between Contractor and ECAT in connection with the Services. AGREEMENT NOW,THEREFORE,in consideration of the foregoing and the following promises Contractor and ECAT agree as follows: 1. Services or Work. Contractor agrees to diligently provide all services,labor,personnel and materials necessary to perform and complete the services or work described in Exhibit A("Services"or"Work")which is attached hereto and incorporated herein by reference.The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Contractor agrees to complete the Services no later than October 15,2014 and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A,then Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. 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. 2. ECAT's Representative. The Aviation Director's designee shall be Contractor's contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above,and subject to the provisions of paragraph 11 hereof, shall continue in full force until satisfactory completion of the work. 4. Extension or Modification. This Agreement may be extended for up to three additional one year terms upon written agreement of the parties.Any amendments or modifications shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by ECAT for such additional services in accordance with ECAT's internal policies. Accordingly,no course of conduct or dealings between the parties,nor verbal change orders,express or implied acceptance of alterations or additions to the Services,and no claim that ECAT has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment,shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by ECAT for such additional services is not timely executed and issued in strict accordance with this Agreement,Contractor's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. ECAT shall compensate Contractor for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $5,686.00. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by ECAT. a. Payment will be made for Services satisfactorily performed within thirty(30)days of receipt of a proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent,tasks performed,who performed each task and such other detail as ECAT may request. b. If,at any time during the term or after termination or expiration of this Agreement,ECAT reasonably determines that any payment made by ECAT to Contractor was improper because the Services for which payment was made were not performed as set forth in this Agreement,then upon written notice of such determination and request for reimbursement from ECAT,Contractor shall forthwith return such payment(s)to ECAT. Upon termination or expiration of this Agreement,unexpended funds advanced by ECAT,if any,shall forthwith be returned to ECAT. c. 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. 6. Subcontractors. 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 subcontractor agreements for the performance of any of the Services or additional services 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 the subject Project during the performance of this Agreement and no personnel to whom ECAT has an objection, in its reasonable discretion,shall be assigned to the Project. Contractor shall require each subcontractor, as approved by ECAT and to the extent of the Services to be performed by the subcontractor,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.ECAT shall have the right(but not the obligation)to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process.The Contractor shall be responsible for the acts and omissions of its agents,employees and subcontractors. 7. Insurance. Contractor agrees to provide and maintain at Contractor's sole cost and expense,the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. 2 ECAT General Services Final 5/14 i. Workers' Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than$1,000,000 each accident combined bodily injury and property damage liability insurance,including coverage for owned,hired,and non-owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury,products/completed operations,broad form property damage with limits of liability not less than$1,000,000 per occurrence and$1,000,000 aggregate limits. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include ECAT,its associated or affiliated entities,its successors and assigns,elected officials,employees,agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit B. ii. Contractor's certificates of insurance shall include subcontractors,if any as additional insureds under its policies or Contractor shall furnish to ECAT separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iv. The parties hereto understand and agree that ECAT is relying on,and does not waive or intend to waive by any provision of this Agreement,the monetary limitations or rights,immunities and protections provided by the Colorado Governmental Immunity Act,as from time to time amended,or otherwise available to ECAT,its affiliated entities,successors or assigns,its elected officials,employees,agents and volunteers. v. Contractor is not entitled to workers'compensation benefits except as provided by the Contractor,nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. 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 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 reasonable attorney fees and costs,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 liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents(including electronic files)and materials 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 arlier termination of this Agreement. 3 ECAT General Services Final 5/14 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when(i)personally delivered,or(ii)when mailed in the United States mail,first class postage prepaid,or(iii)when delivered by FedEx or other comparable courier service,charges prepaid,to the parties at their respective addresses listed below,or(iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date,time and receiving facsimile number for the transmission,or(v)when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five(5)days prior written notice of such change to the other party. EAGLE COUNTY AIR TERMINAL CORPORATION: Attention: Aviation Director 500 Broadway Post Office Box 850 Eagle,CO 81631 Telephone: 970-328-2680 Facsimile: 970-328-2687 E-mail: ecair @eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle,Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E-mail:atty @eaglecounty.us CONTRACTOR: Property Imaging,LLC P.O. Box 1497 Gypsum, CO 81632 Telephone: 970-926-0911 Facsimile: 970-926-0911 Cell Phone: 970-390-4133 E-mail:propertyimagingllc @gmail.com 11. Termination. ECAT may terminate this Agreement,in whole or in part,at any time and for any reason, with or without cause,and without penalty therefor with seven(7)calendar days'prior written notice to the Contractor. Upon termination of this Agreement,Contractor shall immediately provide ECAT with all documents as defined in paragraph 9 hereof,in such format as ECAT shall direct and shall return all ECAT owned materials and documents. ECAT shall pay Contractor for Services satisfactorily performed to the date of termination. 12. Venue,Jurisdiction and Applicable Law. Any and all claims,disputes or controversies related to this Agreement,or breach thereof,shall be litigated in the District Court for Eagle County,Colorado,which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 13. Execution by Counterparts;Electronic Signatures. This Agreement may be executed in two or more counterparts,each of which shall be deemed an original,but all of which shall constitute one and the same 4 ECAT General Services Final 5/14 instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized,if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act,C.R.S. 24-71.3-101 to 121. 14. Other Contract Requirements and Contractor Representations. a. Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder and the Property,and with all local conditions, federal,state and local laws,ordinances,rules and regulations that in any manner affect cost,progress,or performance of the Services. b. Contractor will make,or cause to be made,examinations,investigations,and tests as he deems necessary for the performance of the Services. c. To the extent possible,Contractor has correlated the results of such observations,examinations, investigations,tests,reports,and data with the terms and conditions of this Agreement. d. To the extent possible,Contractor has given ECAT written notice of all conflicts,errors,or discrepancies. e. Contractor shall be responsible for the completeness and accuracy of the Services and shall correct,at its sole expense,all significant errors and omissions in performance of the Services. The fact that ECAT has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor 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 performing similar services. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of this Agreement. f. Contractor guarantees all Services against defects in workmanship and materials for a period of one(1)year from the date the Services are completed and accepted by the County,or such longer period as may be provided by law,and promise to repair or replace,at Contractor's sole cost and expense,as appropriate,any workmanship or materials that are found to be defective. This paragraph shall survive termination of this Agreement. g. Contractor guarantees and warrants that all 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 the County. If any manufacturer or supplier of any equipment or materials furnishes a guarantee or warranty for a period longer than one(1)year,the Contractor's guarantee shall extend for a like period as to such equipment and materials.This paragraph shall survive termination of this Agreement. h. Contractor agrees to work in an expeditious manner,within the sound exercise of its judgment and professional standards,in the performance of this Agreement. Time is of the essence with respect to this Agreement. i. This Agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of ECAT. Nothing contained in this Agreement shall be deemed to 5 ECAT General Services Final 5/14 create a relationship of employer-employee,master-servant,partnership,joint venture or any other relationship between ECAT and Contractor except that of independent contractor. Contractor shall have no authority to bind ECAT. j. Contractor represents and warrants that at all times in the performance of the Services,Contractor shall comply with any and all applicable laws,codes,rules and regulations. k. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. 1. Contractor shall not assign any portion of this Agreement without the prior written consent of ECAT. Any attempt to assign this Agreement without such consent shall be void. m. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties,and not to any third party. n. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. o. The invalidity,illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof p. The signatories to this Agreement aver to their knowledge,no employee of ECAT has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement.The Contractor has no beneficial interest,direct or indirect,that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. q. The Contractor,if a natural person eighteen(18)years of age or older,hereby swears and affirms under penalty of perjury that he or she(i)is a citizen or otherwise lawfully present in the United States pursuant to federal law,(ii)to the extent applicable shall comply with C.R.S.24-76.5-103 prior to the effective date of this Agreement. 15. Prohibitions on Contracts. As used in this Section 15,the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq.If Contractor has any employees or subcontractors,Contractor shall comply with C.R.S. 8-17.5-101,et.seq.,and this Agreement. By execution of this Agreement,Contractor certifies that it does not knowingly employ or contract with an undocumented individual 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. a. Contractor shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement;or 6 ECAT General Services Final 5/14 ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an undocumented individual 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 Services 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 c. 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 Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual,Contractor shall be required to: i. Notify the subcontractor and ECAT within three (3) days that Contractor has actual knowledge that the subcontractor is employing or contracting with an undocumented individual;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 undocumented individual; except that Contractor shall not terminate the contract with the subcontractor if during such three(3)days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. e. 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 Contractor violates these prohibitions, ECAT may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor shall be liable for actual and consequential damages to ECAT as required by law. g. ECAT will notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and ECAT terminates the Agreement for such breach. [Rest ofpage intentionally left blank] 7 ECAT General Services Final 5/14 IN WITNESS WHEREOF,the parties have executed this Agreement the day and year first set forth above. EAGLE COUNTY AIR TERMINAL CORPORATION I / BY� 11111P4°' eith Montag, Secretary CONTRACTOR: J70 eXel By: Print Name: dTara Haymond Title: owner 8 ECAT General Services Final 5/14 EXHIBIT A SCOPE OF SERVICES, SCHEDULE,FEES 9 ECAT General Services Final 5/14 , a ' Phone(970)926—0911 Property Imaging LLC P.O.Box 1497 Gypsum Co.81637 Cell(970)390-4133 Fax(970)926—0911 RE STRIPE EAGLE COUNTY AIRPORT PROPOSAL SUMITTED TO WORK TO BE PERFORMED BY Chris Anderson Chris Haymond, member Property Imaging LLC. P.O. Box 1497 Chris.anderson @eaglecounty.us Gypsum, Co. 81637 We propose to furnish all materials and perform all labor necessary for the completion of re striping of the below listed Eagle County Airport asphalt areas. All work to be performed in accordance with the specifications submitted for above work for the sums listed below. Any alteration or deviation from the above specifications involving extra costs will be executed upon request, and will become an extra charge over and above this estimate. All payments due within thirty days of completion of said work. This proposal may be withdrawn by us if not accepted within thirty days. Respectfully submitted Chris Haymond date 26 August 2014 WORK TO BE PERFORMED 7 DAY WEST LOT 2340 $468.00 9 ARROWS IN 7DAY WEST $90.00 7 DAY EAST LOT39781ft $798.00 7 DAY MID LOT 5130 lft $1026.00 LOOP ROAD 10001ft dash $200.00 LOOP RD ARROWS 28 ea $280.00 X WALKS LOOP RD 6090 lft $1218.00 ADMINBUILDING 426 lft $85.00 WALKING MAN 6 ea $90.00 PERMIT LOT 1188 lft $238.00 RENTAL RETURN LOT 972 lft $195.00 GLASS BEADS $1000.00 TOTAL $5686.00 ACCEPTANCE OF PROPOSAL The above prices, specifications and conditions are satisfactory and are hereby accepted. You are authorized to do the work as specified. Payment will be made as outlined above. SIGNATURE DATE SIGNATURE DATE EXHIBIT B INSURANCE CERTIFICATE 10 ECAT General Services Final 5/14 PROPE-3 OP ID: NR ,4C 2 RLY CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 09/17/2014 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 Angie Kriedeman Arrow Insurance Mgt-Avon PHONE FAX 70 Benchmark Rd#103 (A!C,No,exq:970-949-5110 (ArC,No): 970-949-6306 P.O. Box 918 EMAIL Avon, CO 81620 ADDRESS: Angie Kriedeman INSURER(S)AFFORDING COVERAGE NAIC R INSURER A:Acuity Insurance 14184 INSURED Property Imaging LLC INSURERS:Pinnacoi Assurance 41190 Tara&Chris PO Box 1497 INSURER C Gypsum,CO 81637 INSURERD: 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 TYPE OF INSURANCE INSD POLICY EFF POLICY EXP D WVD POLICY NUMBER IYYYY) (MM/DD LIMITS (MMIDDIYYYY) A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR X L81836 04/21/2014 04/21/2015 DAMAGE TO RENTED 100 000 PREMISES(Ea occurrence) $ , MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 2,000,000 POLICY X JECT LOC PRODUCTS-COMPIOP AGG $ 2,000,000 OTHER $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) A ANY AUTO X L81836 04/21/2014 04/21/2015 BODILY INJURY(Per person) $ X ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS X AUUTOSWNED (PROPERdT PROPERTY $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 1,000,000 A EXCESS LIAB CLAIMS-MADE L81836 07/11/2014 04/21/2015 AGGREGATE $ 1,000,000 DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE X ER B ANY PROPRIETOR/PARTNER/EXECUTIVE Y f N 4128192 12/01/2013 12/01/2014 EL.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N f A (Mandatory in NH) E .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 I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) ECAT, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers is listed as additonal insured as respect to general liability and Auto policies for ongoing operations CERTIFICATE HOLDER CANCELLATION _ EAGLCO4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Eagle County Airport ACCORDANCE WITH THE POLICY PROVISIONS. Terminal Corp Attn Aviation Director AUTHORIZED REPRESENTATIVE PO Box 850 72-u4y 'Eagle,CO 81631 // ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD