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HomeMy WebLinkAboutECAT12-003 Trane U.S. Inc.AGREEMENT BETWEEN EAGLE COUNTY AIR TERMINAL CORPORATION AND TRANE U.S. INC., DBA TRANE THIS AGREEMENT is made this3b[qay of , 2012, by and between the Eagle County Air Terminal Corporation ("ECAT"), and Trane U.S. Inc., dba Trane ("Contractor"), a Colorado Corporation with a principal place of business at 3288 Cooley Mesa Road, Al, Gypsum, Colorado 81637. WHEREAS, ECAT desires to upgrade boiler 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 provide all services, labor, personnel and materials to perforin and complete the services set forth in Contractor's proposal dated February 15, 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. ARTICLE 2 — ECAT'S REPRESENTATIVE 2.1 The Eagle County Terminal Manager, 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 the services to be provided under Exhibit A, (the "Services"), ECAT will pay . Contractor $10,575.46. The inaximum amount of compensation under this Agreement for the Services shall not exceed Ten Thousand Five Hundred Seventy -Five Dollars and Forty -Six Cents ($10,576.46) without a signed amendment to the Agreement. rlkfI - 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 un this Agreement, no charges shall be made to ECAT nor shall any payment be made to tine Contractor in excess of tine 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 tine 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 tenors 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. ARTICLE 6 — ENTIRE AGREEMENT 2 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 repeated 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. § 8-1.7.5-101 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. § 8-17.5-1.01, 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: hitp://www.dhs.gov/xprevt)rot/progranis/gc 1185221678150 shtm 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. ARTICLE 8 - JURISDICTION AND VENUE: 8.1 This Agreement shall be interpreted in accordance with the laws of the State of Colorado 0 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 inderimify and hold harmless ECAT and any of its officers, agents and employees against any losses, claims, damages or liabilities for which SCAT 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. 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, fust 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: Trane U.S. Inc., dba Trane P2387 River Road #110 Grand Junction, CO 81505 (p) 970-248-3941 (f) 970-242-4566 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, fust 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 SCAT 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 SCAT. 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 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. 2 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: eith Montag, Director &TOTE': Subject to your acce tance Conditions as referenced in Trane Trane - Name: Title: p stri t Mqr. . STATE OF -PAHO __ _} ) ss. COUNTY OF Of Trane Terms & Proposal dated The foregoing instrument was acknowledged before me by Sfat,-t j- 'tb of this �` day of`�tt�— _. 20I it My commission expires: Q2,1201zo(l) , 'CO �-�.,...; 0�c'�., Norq,Q s x` : v Not ry blic = -41 `�•�• !M= �p t Cl EXHIBIT A [INSERT PROPOSAL AND/OR SCOPE OF WORK] r` rRA NE IVEMRKE BUILDINGS WORK BE17ER FGR LIFE." Building Services r-�, —,IML-- i .160—Alb Trane U.S. Inc. dba Trane 2387 River Road # 110, Grand Junction, CO 81505 Phone: 970-248-3941 Office, 970-210-1734 Cell Rhal12()-trane.com February 15, 2012 Chris Anderson, Terminal Manager Site Address: Eagle County Regional Airport Eagle. County Regional Airport 219 Eldon Wilson Road 219 Eldon Wilson Road EAGLE, CO 81637 EAGLE, CO 81637 Project Name: Eagle Co Airport Boiler Controls 12-2011 Scope of Service: Trane will replace the JCl boiler controller with one Trane MP -581 and two expansion modules, reuse existing relays, flow sensor devices and replace temperature sensors and add the following to points list: 4ea boiler status Fail/alarm Domestic hot water Programming and boiler graphics are included Pricing and Acceptance Total Price: ...................................................................$10,575.46 USD Clarifications 1. Any service not listed is not included. 2. Work will be performed during normal Trane business hours. 3. This proposal is valid for 30 days from February 16, 2012. This agreement is subject to Customer's acceptance of the attached Trane Terms and Conditions — Quoted Service. CUSTOMER ACCEPTANCE Authorized Representative Printed Name Title Purchase Order Acceptance Date Ai EXHIBIT B [INSERT INSURANCE CER TIFICATEJ CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 2/24/2012 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 pollcy(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 endorsementfsl. PRODUCER CONTACT MARSH & MCLENNAN COMPANIES PHO! FAX c No 1166 Avenue of the Americas New York NY 10036 E-MAIL 6 DREss: ATTN: 212-345-6000 INSURERS AFFORDING COVERAGE NAIC R COMPANY A: National Union Fire Insurance Company of Pittsburgh, PA 19445 INSURED ATTN: FINANCIAL MANAGER COMPANY B: The Travelers Indemnity Company of America 25666 Trane U.S. Inc. dba Trane 445 Bryant St COMPANY C: Travelers Property Casualty Company of America 25674 Unit 5 Denver, CO 80204 COVERAGES CERTIFICATE NUMBER: 257876 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 CERTIFICATE MAY BE ISSUED OR MAY OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS PERTAIN, THE INSURANCE AFFORDED BY THE EXCLUSIONS AND CONDITIONS OF SUCH POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED INSR BY PAID CLAIMS. LTR TYPE OF INSURANCE ADDL SUER POLICY NUMBER M DoA rpn MM DD EXP A GENERAL LIABILITY EFF LIMITS X GL 1914570 4/17/2011 4/17/2012 EACH OCCURRENCE $7,500,000.00 COMMERCIAL GENERAL LIABILITY DAMAG TO ENT D PREMISES Ea occurrence $1,000,000.00 CLAIMS -MADE � OCCUR MED EXP (Any one person) $10,000.00 OWNER'S &CONTRACTOR'S PROT PERSONAL & ADV INJURY $7,500,000.00 GENERAL AGGREGATE $7,500,000.00 GEN'LAGGREGATE LIMIT APPLIES PER: X PROEC� PRODUCTS - COMP/OP AGG $7,500,000.00 POLICY LOC A AUTOMoaILE LIABILITYCA $ 3506197 (MA) 4/17/2011 4/17/2012 Ee acc deent)r SINGLE LIMIT $2,000,000.00 ANY AUTO A ALL OWNED CA 3506198 (VA) 4/17/2011 4/17/2012 BODILY INJURY (Per person) SCHEDULED AUTOS AUTOS CA 3506199 AOS 4/17/2011 4/17/2012 ( ) NON -OWNED BODILY INJURY (Per accident) HIRED AUTOS AUTOS PROPERTY DAMAGE X PHYSICAL SELF INSURED Per accident UMBRELLA LIAR OCCUR EXCESS LIAR EACH OCCURRENCE CLAIMS -MADE i AGGREGATE DED I RETENTIONS B WORKERS COMPENSATION $ B AND EMPLOYERS' LIABILITY Y/ N TC2HUB-7434L10A-11 (AOS) 4/17/2011 4/17/2012 X WC STATU- OTH- LIMITS C ANY PROPRIETOR/PARTNER/EXECUTIVE TC2HU8-7434L448-11 (MN) 4/17/2011 4/17/2012 E.L. EACH ACCIDENT $3,000,000.00 C OFFICER/MEMBEREXCLUDED? FN_1 N/A TRJUB-7434L424-11(AZ,MA,OR,WI) 4/17/2011 4/17/2012 (Mandatory In NH) TWXJUB-7434L45A-11 (OH Excess) 4/17/2011 4/17/2012 E.L. DISEASE - EA EMPLOYEE $3,000,000.00 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $3,000,000.00 DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, N more space is required) Please see page 2 for additional information. -CERTIFICATE HOLDER CANCELLATION Eagle County Air Teminal Corporation 3288 Cooley Mesa Road SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Gypsum, CO 81637 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN United States ACCORDANCE WITH THE POLICY PROVISIONS. ACORD 25 (2010/05) AUTHORIZED REPRESENTATIVE Marsh USA, Inc. BY: David Kong ©1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Requested By:Patrick Prewitt C C� AGENCY CUSTOMER ID: LOC #: ADDITIONAL REMARKS SCHEDULE Page of AGENCY NAMED INSURED ATTN: FINANCIAL MANAGER Trane U.S. Inc. dba Trane - POLICY NUMBER - - 445 Bryant St Unit 5 Denver, CO 80204 United States CARRIER NAIC CODE EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: Job Description: HVAC Services RD 1n1 t9nnRmi► �...... ...... ... ...... .. .....-...v... .amu .y..w Iwm vcu. The ACORD name and logo are registered marks of ACORD 1) Requested hearing date: (First choice) (Second choice) n/a 2) For County Manager signature?: Yes 3) Requesting department: Airport 4) Title:. Agreement between Eagle County Air Terminal Corporation and Trane U.S. Inc., DBA Trane 5) Convening as another board or authority? State name ECAT 6) Check one: Consent: On the Record: 7) Staff submitting: Chris Anderson S) Purpose: Replacement of existing Johnson terminal boiler controls which airport no longer has control of due to a failure in control programming. Lack of response from Johnson controls to reinstate the programming has led to a recommendation by facilities staff to replace control unit with Trane controls. New boiler, controls will allow recently upgraded system building control system software to directly control boilers, which will reduce wear and tear on system and increase energy efficiency. 9) Schedule: Project completion within 2 weeks of issuance of notice to proceed. 10) Financial considerations: $12,000 in funds budgeted in the ECAT Capital Improvements Account for HVAC improvements in 2012 11) Other: As recommended by Facilities personnel, item is being acquired through sole source arrangement as it is proprietary equipment and must be purchased through Trane. 12) If matter requires IT Director review/approval,-has this been obtained? n/a p D 5 T FORM r By �,I Eagle Cou t Avtom,y's office By. Eagle County Commissioners' office Revised Jan. 12, 2010