HomeMy WebLinkAboutECAT19-008 PAGE GSEAGREEMENT FOR EQUIPMENT AND/OR MATERIALS BETWEEN
EAGLE COUNTY AIR TERMINAL CORPORATION
AND
PAGE GSE
THIS AGREEMENT (“Agreement”) is effective as of _______________ by and between PAGE GSE (hereinafter
“Vendor”) and Eagle County Air Terminal Corporation, a Colorado non-profit corporation (hereinafter “ECAT”).
RECITALS
WHEREAS, Eagle County Air Terminal (ECAT)Corporation desires to purchase baggage chutes to be attached to
the four jetbridges; and
WHEREAS, Vendor is authorized to do business in the State of Colorado and has the time, skill, expertise, and
experience necessary to provide the equipment and/or materials as set forth below in paragraph 1 hereof; and
WHEREAS, this Agreement shall govern the relationship between Vendor and ECAT in connection with the
procurement of equipment and/or materials.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the following promises Vendor and ECAT agree as
follows:
1. Equipment. Vendor agrees to procure and deliver the materials, equipment and/or products (collectively
the “Equipment”) described in Exhibit A which is attached hereto and incorporated herein by reference. The
Equipment shall be provided in accordance with the provisions and conditions of this Agreement.
a. Vendor agrees to furnish the Equipment in a timely and expeditious manner and in accordance
with Exhibit A. By signing below Vendor represents that it has the expertise and personnel necessary to properly
and timely provide the Equipment.
b. Vendor shall contract with a properly licensed and insured third party freight company to deliver
the Equipment to the Eagle County Airport, 217 Eldon Wilson Road, Gypsum, Colorado to the delivery site location
directed by ECAT’s representative. ECAT shall be prepared to offload the Equipment upon delivery. Risk of loss
to the Equipment shall pass to ECAT only after its inspection and acceptance of the Equipment in accordance with
the terms of this Agreement. Each party shall be solely responsible for any damage to the Equipment caused by
such party (or its subcontractor, agent or employee’s) acts, omissions, negligence or misconduct.
c. 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.
d. ECAT shall have the right to inspect all Equipment. 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 Vendor shall upon ECAT’s request and at no charge to ECAT:
i. take the Equipment back;
ii. exchange the Equipment; or
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ECAT EQUIPMENT AND MATERIALS FINAL 5/14
iii. repair the Equipment.
2. ECAT ’s Representative. The ECAT Department’s designee shall be Vendor’s contact with respect to this
Agreement.
3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to
the provisions of paragraph 10 hereof, shall continue in full force and effect through the 15th day of November,
2019.
4. Extension or Modification. Any amendments or modifications shall be in writing signed by both parties.
No additional Equipment shall be provided by Vendor unless and until Vendor has obtained written authorization
and acknowledgement by ECAT for such additional equipment 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 Equipment, and no claim that ECAT has been unjustly enriched by any
Equipment, 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 equipment is not timely executed and issued in strict accordance with this Agreement, Vendor’s rights
with respect to such additional equipment shall be deemed waived and such failure shall result in non-payment for
such additional equipment.
5. Compensation. ECAT shall compensate Vendor for the Equipment in a sum computed and payable as set
forth in Exhibit A. Compensation to Vendor under this Agreement shall not exceed twenty five thousand dollars
($25,000) without a written and duly executed amendment to this Agreement.
a. Payment will be made for Equipment satisfactorily delivered and accepted by ECAT within thirty
(30) days of receipt of a proper and accurate invoice from Vendor. All invoices shall include detail regarding the
Equipment 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 Vendor was improper because the Equipment for which
payment was made were not provided as set forth in this Agreement, then upon written notice of such determination
and request for reimbursement from ECAT, Vendor 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 Vendor hereunder and Vendor 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. Intentionally omitted.
7. Indemnification. The Vendor 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 Vendor or any of its subcontractors hereunder; and Vendor 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 the ECAT to the extent that ECAT is liable to such third party for such claims without
regard to the involvement of the Vendor. This paragraph shall survive expiration or termination hereof.
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Notwithstanding the foregoing, PAGE disclaims any responsibility for faults, damage to the product, or injury that
occurs due to lack of proper installation procedures.
8. Documents. Vendor shall execute any bill of sale or other documents required by ECAT to transfer title of
the Equipment to ECAT. Vendor shall provide copies of any instruction or operations manuals and shall further
provide copies of any manufacturers warranties associated with the Equipment.
9. 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: Director of Aviation
500 Broadway
Post Office Box 850
Eagle, CO 81631
Telephone: 970-328-2680
Facsimile: 970-328-2685
Email: 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
Email: atty@eaglecounty.us
VENDOR:
Brian Piety
President
2050 Cessna Drive
Vacaville, CA 95688
Work: 707-469-7243
Cell: 707-474-2191
brian@pagegse.com
10. 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 Vendor.
Upon termination of this Agreement, Vendor shall immediately provide ECAT with all documents as defined in
paragraph 8 hereof, in such format as ECAT shall direct and shall return all ECAT owned materials and documents
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in the possession of Vendor, if any. ECAT shall pay Vendor for Equipment satisfactorily inspected and accepted to
the date of termination.
11. 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.
12. 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
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.
13. Other Contract Requirements and Vendor Representations.
a. Vendor has familiarized itself with the intended purpose and use of the Equipment to be provided
hereunder, the intended use of such Equipment by ECAT, and with all local conditions, federal, state and local laws,
ordinances, rules and regulations that in any manner affect cost, progress, or Equipment.
b. Vendor will make, or cause to be made, examinations, investigations, and tests as he deems
necessary for the performance of this Agreement.
c. The fact that ECAT has accepted or approved the Equipment shall not relieve Vendor of any of its
responsibilities. Vendor represents and warrants that it has the expertise and personnel necessary to properly
perform the terms of this Agreement. Vendor shall provide appropriate supervision to its employees to ensure the
performance in accordance with this Agreement. Vendor will provide the Equipment in a skillful, professional and
competent manner and in accordance with the standard of care applicable to vendors supplying similar equipment.
d. Vendor warrants merchantability and fitness of the Equipment for its intended use and purpose.
e. Vendor hereby represents and warrants that the Equipment will be new and guarantees all
Equipment against defects for a period of one (1) year from the date the Equipment is accepted by ECAT, or such
longer period as may be provided by the law or as otherwise agreed to by the parties.
f. All guarantees and warranties of Equipment furnished to Vendor by any manufacturer or supplier
are for the benefit of ECAT. If any manufacturer or supplier of any Equipment furnishes a guarantee or warrantee
for a period longer than one (1) year, then Vendor’s guarantee or warrantee shall extend for a like period as to such
Equipment.
g. Vendor warrants that title to all Equipment shall pass to ECAT either by incorporation into the
ECAT facility or upon receipt by Vendor of payment from ECAT (whichever occurs first) free and clear of all liens,
claims, security interests or encumbrances. Vendor further warrants that Vendor (or any other person performing
Work) purchased all Equipment free and clear of all liens, claims, security interests or encumbrances.
Notwithstanding the foregoing, Vendor assumes all risk of loss with respect to the Equipment until ECAT has
inspected and approved the same.
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h. Within a reasonable time after receipt of written notice, Vendor shall correct at its own expense,
without cost to ECAT, and without interruption to ECAT:
i. Any defects in Equipment which existed prior to or during the period of any guarantee or
warranty provided in this Agreement; and
ii. Any damage to any property caused by such defects or the repairing of such defects.
i. Guarantees and warranties shall not be construed to modify or limit any rights or actions ECAT
may otherwise have against Vendor in law or in equity.
j. Vendor 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.
k. This Agreement constitutes an agreement for performance by Vendor as an independent
Contractor and not as an employee of ECAT. Nothing contained in this Agreement shall be deemed to create a
relationship of employer-employee, master-servant, partnership, joint venture or any other relationship between
ECAT and Vendor except that of independent Contractor. Vendor shall have no authority to bind ECAT.
l. Vendor represents and warrants that at all times in the performance of the Agreement, Vendor
shall comply with any and all applicable laws, codes, rules and regulations.
m. 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.
n. Vendor 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.
o. 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.
p. 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.
q. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision hereof.
r. The signatories to this Agreement aver to their knowledge, no employee of ECAT has any
personal or beneficial interest whatsoever in the Equipment described in this Agreement. The Vendor has no
beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the
Agreement and Vendor shall not employ any person having such known interests.
s. The Vendor, 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.
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14. Prohibitions on Contracts.
As used in this Section 14, the term undocumented individual will refer to those individuals from foreign countries
not legally in the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Vendor has any employees or
subcontractors, Vendor shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this
Agreement, Vendor certifies that it does not knowingly employ or contract with an undocumented individual who
will perform under this Agreement and that Vendor 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. Vendor shall not:
i. Knowingly employ or contract with an undocumented individual to perform Services
under this Agreement; or
ii. Enter into a subcontract that fails to certify to Vendor that the subcontractor shall not
knowingly employ or contract with an undocumented individual to perform work under the public contract for
services.
b. Vendor 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:
https://www.uscis.gov/e-verify
c. Vendor 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 Vendor obtains actual knowledge that a subcontractor performing work under the public
contract for services knowingly employs or contracts with an undocumented individual, Vendor shall be required to:
i. Notify the subcontractor and ECAT within three (3) days that Vendor 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 Vendor 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. Vendor 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 Vendor 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, Vendor shall be liable
for actual and consequential damages to ECAT as required by law.
g. ECAT will notify the Colorado Secretary of State if Vendor violates this provision of this
Agreement and ECAT terminates the Agreement for such breach.
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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above.
EAGLE COUNTY AIR TERMINAL
CORPORATION
By: ___________________________
Jeff Shroll, Secretary
VENDOR:
By:________________________________
Print Name:_________________________
Title: ______________________________
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Sales Director
Tim Helm
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ECAT EQUIPMENT AND MATERIALS FINAL 5/14
EXHIBIT A
SCOPE OF SERVICES, EQUIPMENT, SCHEDULE, FEES
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PAGE GSE
2050 Cessna Drive Vacaville, CA 95688
Phone: 707-469-7243 Fax: 707-469-7244
www.pageindustries.com
sales@pageindustries.com
Date: Augus t 21, 2019
From: Tim Helm
To: Andy Solsvig , Eagle County Regional Airport
Subject: PAGE P6000JW Bag Chute Quotation
Dear Andy,
Thank you for the opportunity to provide you with a quotation for P AGE’s P6000JW Late Bag Chute , with the
added brace kit for JBT boarding bridges , and including the Bag chute cover kit .
Pricing:
P 6000-JW -COV – Late Bag Chute Slide & Cover Kit- $4,790.00 each, x quantity of 4 = $19,160.00 sub-total.
This pricing does not include installation, freight, or tax.
Freight - The cost for 1 unit, ground service to Eagle, Colorado, is $620.00, x 4 = $2,480.00
Payment terms: Net 30 days. Pricing is valid for 60 days.
Availability : We are currently out of stock and the lead-time from our manufacturer is estimated at 3 weeks
from receipt and acceptance of your purchase order.
Please note:
PAGE does not provide installation services. We designed the chute for no-drilling, no-burning, easy
installation. Two skilled maintenance technicians can generally install the chute in less than 4 hours.
Instructions must be followed exactly for proper installation. Shorter service stair lengths may require cutting
of the 3rd downhill chute section for proper fit. The service stair caster extension & JBT brace must be used.
With the multitude of PBB staircase casters being used by the PBB manufacturers, and airport replacements,
it is not possible to provide a bolt hole pattern that will fit all casters. Depending upon the existing casters to
be re-used, the caster bolt-hole pattern may not line -up, and therefore, new holes may need to be drilled. If
technicians are not available to you, to perform the install servic e, we would be more than happy to provide
you with the names and contact information of service companies that you can hire to perform the install
service.
Thank you for considering PAGE GSE.
Best regards,
Tim Helm
Page GSE
Cell: 650-888-2822
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