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HomeMy WebLinkAboutECAT15-023 S&S Automatics and Door ServiceAGREEMENT FOR SERVICES BETWEEN EAGLE COLINTY AIR TERMINAL CORPORATION AND S&S AUTOMATICS AND DOOR SERVICE, LLC THIS AGREEMENT ("Agreement") is effective as of the !9 Ou, tf fuCg4AfbO!{rvand between S&S Automatics and Door Service, LLC a Colorado Limited Liability Company (hereinafter "Contractor") and Eagle County Air Terminal Corporation, a Colorado non-profit corporation (hereinafter *ECAT'). RECITALS WHEREAS ECAT desires to have preventative maintenance conducted on the automatic sliding doors (the "Project") at the Eagle County Regional Airport Commercial Passenger Terminal located at 217 Eldon Wilson Road, Gypsum, CO 81637 (the "Property"); and r 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 I 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: l. 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 furnish the Services no later than December 31,2015 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 Aereement. This Agreement shall commence upon the date first written above, and subject to the provisions ofparagraph 11 hereof, shall continue in full force and effect until satisfactory completion ofthe Services. Eagle Ccunty Attorn6,,s Office Eagle County CommisslonGm ECAT15-023 4. Extension or Modification. This Agreement may be extended for up to two 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 ofany 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 ofthe Services under this Agreement shall not exceed $3,776.00. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specihcally 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 ofany 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 ofthe 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 ofthis 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: 2 ECAT General Services Final 5/14 Types oflnsurance. Workers' Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $ I ,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 ofinsurance consistent with the foregoing requirements is attached hereto as Exhibit B. ii. Contractor's certificates ofinsurance shall include subcontractors, ifany as additional insureds under its policies or Contractor shall furnish to ECAT separate certificates and endorsements for each subcontractor. 1ll. termination hereof. The insurance provisions ofthis Agreement shall survive expiration or 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. provided by the cJntra.,",:ffi:TnHil;'J:'L*:#i5:;"?,.T'"il::':1"ff:[',1;"iffiensation 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 indemnifr 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 ofthe Services shall remain the property ofECAT and are to be delivered to ECAT before final payment is made to Contractor or upon earlier 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 ofreceipt. Either party may change its address for purposes ofthis 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: 97 0 -328-2680 Facsimile: 97 0 -328 -2687 E-mail: ecair@easlecounty:us With a copy to: Eagle County Attomey 500 Broadway Post Offrce Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 97 0-328-8699 E-mai I : atty @eaglecounty. us CONTRACTOR: S&S Automatics and Door Services 219 Palo Verde Court Fruita, CO 81521 Telephone: 97 0-7 7 8-5 539 E-mail: ssautodoor@yahoo.com I l. 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 t hereof, in such format as ECAT shall direct and shall retum all ECAT owned materials and documents. ECAT shall pay Contractor for Services satisfactorily performed to the date of termination. L2. 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 ofthe State ofColorado. 13. Execution bv Countemarts: Electronic Sienatures. 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 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 ECAT General Services Final 5/lX 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. A11 use of electronic signatures shall be govemed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to l2l. Other Contract Requirements and Contractor Representations. 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 ofthe Services. b. Contractor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance ofthe Services. c. To the extent possible, Contractor has correlated the results ofsuch observations, examinations, investigations, tests, reports, and data with the terms and conditions of this Agreement. d. discrepancies. e. To the extent possible, Contractor has given ECAT written notice of all conflicts, elrors, or Contractor shall be responsible for the completeness and accuracy ofthe 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 ofany ofits 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. 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. C. 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 create a relationship ofemployer-employee, master-servant, partnership, joint venture or any other relationship between ECAT and Contractor except that ofindependent contractor. Contractor shall have no authority to bind ECAT. h. 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. 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. j. 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. 5 ECAT General Services Final 5/14 k. 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. l. No failure or delay by either party in the exercise ofany right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. m. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. n. 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 porson having such known interests. o. The Contractor, ifa natural person eighteen (18) years ofage or older, hereby swears and affrrms under penalty of perjury that he or she (i) is a cilizen or otherwise lawfirlly 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. under this Agreement; or Knowingly employ or contract with an undocumented individual to perform Services Enter into a subcontract that fails to certifv to Contractor that the subcontractor shall not11. 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-Veriff Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E-verifr program can be found at: http:i/www.dhs.eov/xprevprot/programs/sc-1 1 8522 I 678 150.shtm c. Contractor shall not use either the E-verifu program or other Department Program procedures to undertake pre-employment screening ofjob applicants while the public contract for services is being performed. 6 ECAT General Services Final 5/14 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, Contracior 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. C. ECAT will notify the Colorado Secretary of State if Contractor violates this provision of this Asreement and ECAT terminates the Asreement for such breach. [Rest of page intentionally left blankJ 7 ECAT General Services Final 5/14 IN WTINESS WIDREOF, the parties have executed tlris Agreement the day and year first set forth above. EAGLE By, S&S AUTOMATICS AND DOOR SERVICE. LLC CONTRACTOR: By: CORPORATION I ECAT General Services F;nal 5/14 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES 9 ECAT General Services Final 5/14 S&S AUTOMATICS AND 219 PALO VERDE CT. DOOR SERVICE,LLC FRUITA, CO. 81521 97 0-77 8-5539 aneta@sandsautomatics,com Eagle County Airport ATTN: Chris Anderson and Dan Longbine PM Service Quote r2-L6-L5 116 ft. of Bottom Track Cap, #C289 x S8.00ft. =$928.(D 64-Qty Microswitch, #C21O6-1x 51O.50 s66fi= $672.0O 2 Hours Labor per door x 16 Doors = 32hr Labor x Sgs.oo = $2,176.o0 Price for bottom guide pins, #C903 $fa.OO each not included in price. Total: $3,776.00 Scope Of PM Service: I will pull all service covers and replace all four microswitches, clean and inspect linear rod and rolex, clean top track cap inside of the header box, Inspect all moving parts, Replace one side of Bottom Track Cap, On second tum I will replace both sides- I will rotate bottom guides if they are not worn out, lf so they will be replaced. I will AAADM certify all doors, if doors are not up to code I will bring that to your attention. Exclusions: Sales Tax, 120VAC power, alarm wiring, access control, painting and patching and any other hardware not listed in the above quote. Inclusions: We hereby propose to furnish labor and material complete in accordance with the above quote. Acceptance Of Proposal: The above prices, specifications and conditions are satisfactory and are hereby accepted. You are authorized to do work as specified. Payment will be made as outlined. lf quote not accepted in 6O days it will expire. Signature Date EXHIBIT B INSURANCE CERTIFICATE l0 ECAT General Services Final 5/14 CERTTFICATE OF LIABILITY INSURANCE American Family Insurance Company ! American Family Mutual Insurance Company if selection box is not checked 6000 American Pky Madison, Wisconsin 53783-0001 lnsured's Name and Address S & S Automatics and Door Service, LLC 219 Palo Verde Ct Fruita, CO 81521 Agent's Name, Address and Phone Number (Agt./Dist.) Jerry Martinez 627 24,I/2 RD STE A GRAND JUNCTION, CO 81505 (970) 241 -2445 (1 81 /307) This certificate is issued as a matter of information only and confers no rights upon the Certificate Holder. This certificate does not amend, extend or alter the coverage afforded by th€listed below. COVERAGES TYPE OF INSURANCE POLICY NUMBER POLICY DATE LIMITS OF LIABILITYEFFECTIVE EXPIRATION lMo. Dav. Yr) (Mo. Dav. Yr) Homeowners/ Mobilehomeowners Liability Bodily Injury and Property Damage Each Occutrence $ ,000 Boatowners Liability Bodily lnjury and Property Damage Each ocurrence $ ,000 Personal Umbrella Liability Bodily Injury and Property Oamage Each Occurrence $ ,000 Farm/Ranch Liability Farm Liability & Personal Liability Each Occurrene $ ,000 Farm Employer's Liability Each Occurren@ S ,000 Workers Compensation and Employers Liabality t Statutory Each Accident $,000 Disease - Each Employee $,000 Disease - Policy Limit $,000 General Liability El Commercial General Liability (occurrence) ! tr 05-xu9865-01 04t0412015 04t04t2016 General Aggregate $ 2,000,000 Products - Completed Operations Aggregate $ 2,000,000 Perconal and Adverlising Injury $ 1,000,000 Each Occurrence $ 1,000,000 Damage to Premises Rented to You $ 1 00,000 Medical Expense (Any One Person) $5,000 Businessowners Liability Each Occurreneff $ ,000 Agsregateff $ ,000 Liquor Liability Common Cause Limit $ ,000 Aggregate Limit $ ,000 Automobile Liability ! Any Auto ! All Owned Autos B scheduted Autos n Hired Auto E Nonowned Autos tr 05-xu9865-03 04t04t2015 o4t04t2016 Bodily Injury - Each Person $ ,000 Bodily Injury - Each A6ident $ ,000 Property Damage $,000 Bodily Injury and Property Damage Combined $ 1 ,000,000 Excess Liability ! Commercial Blanket Excess Each Occurrence/Aggregate $,000 Other (Miscellaneous Coverages) DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / RESTRICTIONS / SPECIAL ITEMS Additional Insured: Eagle County Air Terminal Corporation PO Box 850 Eagle, CO 81631 tThe individual or partners ! ttaue shown as insured elected to be covered underthis policy. ! Have not +tProducts4ompleted Operations aggregate rs eoual to eacn occurrence [m[ ano ls included in policy aggregate. CERTIFICATE HOLDEFIS NAME AND ADDRESS CANCELLATION Eagle County Air Terminal Corporation PO Box 850 Eagle, CO 81631 @ Should any of the above described policies be cancelled before the expiration date thereof, the company will endeavor to mail "( days) written notice to the Certificate Holder named, but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives. *10 days unless different number of days snown. Ll This certities coverage on the date of issue only. Ihe above descnbed poltctes are subjeci to cancellation in confomity wilh their tems and by the laws of the state of issue. DATE ISSUED I AUTHORIZED REPRESENTATIVE1212812015 I Jamie Johns u-201 Ed.5/00 Stock No. 06668 Rev. 7/02