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Home My WebLink AboutECAT12-005 The Air ManAGREEMENT BETWEEN EAGLE COUNTY AIR TERMINAL CORPORATION AND THE AIR MAN 2< THIS AGREEMENT is made this day of 7 t1 L Y , 2012, by and between the Eagle County Air Terminal Corporation ("ECAT"), and Michael Ketchum, operating under the tradename, The Air Man, with a principal place of business at 22 '.-`_- Road, Grand Junction, CO 81503 ("Contractor"). �,/?kms. WHEREAS, ECAT desires to repair air handler controls at Eagle County Regional Airport Terminal (the "Facility"). WHEREAS, Contractor is authorized to do business in the State of Colorado, has experience and expertise necessary to provide said product and/or 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 agrees to procure the materials and equipment ("Equipment) and provide all services, labor, personnel and materials to perform and complete the services set forth in Contractor's proposal dated June 22, 2012, attached hereto as Exhibit A and incorporated herein by this reference (hereinafter "Services" or "Work"). Contractor will use its expertise, skill to perform the Services. In the event of any conflict between the contents of this Agreement and Exhibit A, this Agreement shall control. 1.2 ECAT shall have the right to inspect all Equipment prior to acceptance. Inspection and acceptance shall not be unreasonably delayed or refused. In the event ECAT does not accept the Equipment for any reason in its sole discretion, then Contractor shall upon ECAT's request and at no charge or cost to ECAT (i) take the Equipment back, (ii) exchange, or (iii) repair the Equipment. ARTICLE 2 — ECAT'S REPRESENTATIVE 2.1 The Eagle County Airport Director shall be Contractor's contact with respect to this Agreement and the performance of the Services. ARTICLE 3 — TERM OF AGREEMENT 3.1 This Agreement shall commence upon execution of this Agreement by both parties, and, subject to the provisions of Article 11 hereof, shall continue in full force and effect until the Services are satisfactorily completed in accordance with the terms of this Agreement. ARTICLE 4 — COMPENSATION 4.1 For installation of the equipment and provision of the services to be provided under Exhibit A, (the "Services"), ECAT will pay Contractor the amounts specified in Exhibit A.. The maximum amount of compensation under this Agreement for the Services shall not exceed fifteen thousand six hundred seventy dollars and forty cents ($15,670.40) without a signed amendment to the Agreement. 4.2 Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Contractor respecting the Services. The invoice shall include a description of services performed. Upon request, Contractor shall provide ECAT with such other supporting information as ECAT may request. 4.3 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. 4.4 Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to ECAT nor shall any payment be made to the Contractor in excess of the amount for any Services done without the written approval in accordance with a budget adopted by the Board in accordance with provisions of the Colorado Revised Statutes. All obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. ARTICLE 5— CONTRACTOR'S REPRESENTATIONS In order to induce ECAT to enter into this Agreement, Contractor makes the following representations: 5.1 Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder, the 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. 5.2 Contractor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance of the Services. 5.4 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. 5.5 To the extent possible Contractor, has given ECAT written notice of all conflicts, errors, or discrepancies that he has discovered in the Agreement. 5.6 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 like contractors. 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. 5.7 In addition to any specific guarantees required by this Agreement and any other documents related to this Agreement, Contractor promises the Equipment will be new and promises to perform the Work in a workmanlike manner and guarantees all Work against defects in materials or workmanship for a period of one (1) year from date the Work is completed, or such longer period as may be provided by law or as may be included in the plans and specifications. 5.8 All guarantees and warranties of Equipment and other materials furnished to Contractor or subcontractors by any manufacturer or supplier are for the benefit of ECAT. If any manufacturer or supplier of any Equipment or materials furnishes a guarantee or warrantee for a period longer than one (1) year from the date the Work is completed, Contractor's guarantee shall extend for a like period as to such Equipment and materials. 5.9 Contractor warrants that title to all Work, Equipment and materials will pass to ECAT either by incorporation into the Facility or upon the receipt of by Contractor of payment from ECAT (whichever occurs first) free and clear of all liens, claims, security interests or encumbrances. Contractor further warrants that Contractor (or any other person performing Work covered by this Agreement) purchased all materials and/or Equipment free and clear of all liens, claims, security interests or encumbrances. 5.10 Contractor assumes all risk of loss with respect to the Equipment until title to the Equipment passes from Contractor to ECAT, at which time ECAT shall assume all risk of loss with respect to the Equipment. Notwithstanding anything to the contrary herein, for purposes of this Section 5.10 title shall pass to ECAT after Contractor has installed the Equipment and Owner has inspected and approved the Equipment as installed. 5.11 Within a reasonable time after receipt of written notice, Contractor shall correct at its own expense, without cost to ECAT, and without interruption to ECAT's occupancy: a) Any defects in materials or workmanship which existed prior to or during the period of any guarantee or warranty provided in this Agreement; and b) Any damage to other Work or property caused by such defects or the repairing of such defects. 5.12 Guarantees and warranties shall not be construed to modify or limit any rights or actions ECAT may otherwise have against Contractor in law or in equity. 5.13 Warranties required by this Agreement shall commence on the date of completion of the Work and acceptance of the Equipment by ECAT and shall terminate one (1) year after such date or such longer period as may be agreed to by the parties or as may be required by applicable law. 3 C, J ARTICLE 6 — ENTIRE AGREEMENT 6.1 This Agreement represents the entire Agreement between the parties hereto. There are no Contract Documents other than this Agreement, along with the attached Exhibits A and B. The Agreement may only be altered, amended, or repealed in writing. ARTICLE 7 — MISCELLANEOUS 7.1 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. 7.2 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. 7.3 Provision Mandated by C.R.S. § 8-17.5-101 et seq. PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES 7.3.1 If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. § 8-17.5-101, et seq., regarding Illegal Aliens — Public Contracts for Services, and this Contract. By execution of this Contract, Contractor certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Contract and that Contractor will participate in the E -verify Program or other Department of Labor and Employment program ("Department Program") in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Contract. 7.3.2 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. 7.3.3 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: 4 g 7.3.4 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. 7.3.5 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 7.3.5 the subcontractor does not stop employing or contracting with the illegal alien; except that the Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. 7.3.6 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). 7.3.7 If a Contractor violates these prohibitions, ECAT may terminate the contract for a breach of the contract. If the contract is so terminated specifically for a breach of this provision of this Contract, the Contractor shall be liable for actual and consequential damages to ECAT as required by law. 7.3.8 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. 7.4 Invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable provision was omitted. 7.5 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 sub - consultant agreements for the performance of any of the Services or 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 perform the Work and no personnel to whom ECAT has an objection, in its reasonable discretion, shall be assigned. Contractor shall require each sub -consultant, as approved by ECAT and to the extent of the Services to be performed by the sub -consultant, 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. 7.6 The signatories aver that to their knowledge, no employee of the County or ECAT has any personal or beneficial interest whatsoever in the service or property described in this Agreement. Contractor has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Contractor's Services and Contractor shall not employ any person having such known interests. 7.7 Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions of CRS §24-76.5-101 et. seq., and (c) has produced one form of identification required by CRS 24-76.5-103 prior to the effective date of this Agreement. ARTICLE 8 - JURISDICTION AND VENUE: 8.1 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. 8.2 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. ARTICLE 9 - INDEMNIFICATION: 9.1 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 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 or any of its subcontractors hereunder; and Contractor shall reimburse ECAT for any and all legal and other expenses including attorney fees and costs 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 solely liable to such third party for such claims without regard to the involvement of the Contractor. ARTICLE 10 - OWNERSHIP OF DOCUMENTS AND MATERIALS: All documents (including electronic files) and flooring materials 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 final payment is made to Contractor or upon earlier termination of this Agreement. ,+1 ARTICLE 11 -TERMINATION: 11.1 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 12 — NOTICE 12.1 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: ECAT: Eagle County Air Terminal Corporation Attention: Chris Anderson 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: Michael Ketchum The Air Man PO Box 3505 Grand Junction, Colorado Telephone: 970-260-1735 E-mail: mketchum c�a bresnan.net 12.2 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 13 — INDEPENDENT CONTRACTOR 13.1 It is expressly acknowledged and understood by the parties hereto that nothing contained in this Agreement shall result in, or be construed as establishing, an employment relationship between ECAT and Contractor or ECAT and Contractor's employees. Contractor and its employees shall be, and shall perform as, independent contractors. No officer, agent, subcontractor, employee, or servant of Contractor shall be, or shall be deemed to be, the employee, agent or servant of ECAT. Contractor shall be solely and entirely responsible for the means and methods to carry out the Services under this Agreement and for Contractor's acts and 7 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 SCAT. ARTICLE 14 — INSURANCE REQUIREMENTS 14.1 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 $2,000,000 for bodily injury and $2,000,000 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: $2,000,000 Each Accident or Occurrence: $2,000,000 Property Damage Liability: Each Accident or Occurrence: $2,000,000 14.2 Contractor shall purchase and maintain such insurance as required above and the certificate of insurance is attached hereto as Exhibit B. 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 its County Manager By: Keith Montag, County M ger, SCAT Director CONTRACTOR: THE AIR MAN C", By: Michael Ketchum Title: STATE OF C6 16y&do -) M PSG )ss. COUNTY OF -� ) The foregoing , instrum -nt was acknowledged before rn! b I AChOe I )��u4f --rh e- )b r An -a-0 this 13 day of JuG!,j 201er. I 9,_) My commission expires: h-0 1-3 2A", 7� IA -ala) Notary Public EXHIBIT A [INSERT PROPOSAL AND/OR SCOPE OF WORD] 10 C, The Air Man P.O. Box 3505 Grand Junction, CO 81502 Name / Address Eagle County Regional Airport PO Box 850 Eagle, CO. 81631 CI) Estimate Date Estimate # 6/22/2012 120622 Project Description Qty Rate Total MP581 Trane Controller and Temperature Sensors 8 1,303.80 10,430.40 Installation and Programing Labor ( 6 Hours Each) 48 75.00 3,600.00 Driving Time ( 2 hours Each) 16 65.00 1,040.00 Labor to repopulate graphics 8 75.00 600.00 This quote includes the removal of the old controller, the installation of the new Trane controller and replacing 2 temperature sensors. ( Return air and discharge air) This quote also includes configuring and commissioning the Trane controller, tieing them into the Tracer Summit system communication line and repopulating the graphics. The parts price is subject to Trane providing the material at the original price quoted to Eagle County Airport. Subtotal $15,670.40 Sales Tax (0.0%) $0.00 Total $15,670.40 Cl/ C-1 EXHIBIT B [INSERT INSURANCE CERTIFICATE] 11 OP ID: SS ARye CERTIFI&E OF LIABILITY INSU ,INCE YY)� 707/13/12 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(les) 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 970-242-6136 TACT NAME: Beckner Power Insurance, Inc. 2415 F Road #B PHONE FAX A/C No Ext): AIC No): EMAIL ADDRESS: P.O. Box 1329 Grand Junction, CO 81502-1329 Shari L. Shear PRODUCER KETCH -1 CUSTOMER ID#: INSURERS AFFORDING COVERAGE NAIC # INSURED Michael Ketchum INSURER A: United Fire & Casualty dba The Airman P.O. Box 3505 INSURER B: X Grand Junction, CO 81502 INSURERC: 01/20/12 01/20/13 INSURER 0: INSURER E: CLAIMS -MADE I—XI OCCUR 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 LTR TYPE OF INSURANCE ADDL SUB POLICY NUMBER MM POLICY MM/DDnYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY X 60379962 01/20/12 01/20/13 DAMAGE TO RE TED 10Q000 PREMISES Ea occurrence $ CLAIMS -MADE I—XI OCCUR MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,00 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOP AGG $ 2,000,000 $ POLICY PRO LOC A AUTOMOBILE LIABILITY ANY AUTO 60379962 01/20/12 01/20/13 COMBINED SINGLE LIMIT $ (Ea accident) BODILY INJURY (Per person) $ 500,000 ALL OWNED AUTOS BODILY INJURY (Per accident) $ 1,000,000 X SCHEDULED AUTOS HIREDAUTOS PROPERTY DAMAGE (Per accident) $ 500'00 $ NON -OWNED AUTOS $ UMBRELLA LIAB HOCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DEDUCTIBLE $ $ RETENTION $ WORKERS COMPENSATION WC STATU- I JOTH- AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNERIEXECUTIVEF-1 E.L. EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? N / A (Mandatory In NH) E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT 1 $ If yes, describe under DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) Below is added as additional insured. CERTIFICATE HOLDER CANCELLATION © 1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Eagle County Regional Airport ACCORDANCE WITH THE POL CY PROVISIONS. P.O. Box 850 Eagle, CO 81631 AUTHORIZED REPRESENTATIVE Shari L. Shear wl - Ag © 1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD