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HomeMy WebLinkAboutECAT C01-237 G&S Airport Conveyor - baggage conveying system at airportM AGREEMENT Eagle County, Colorado Eagle County Regional Airport Baggage Conveying System THIS AGREEMENT is dated as of the day of 001, by and between the Eagle County Air Terminal Corporation, (hereinafter cal ed `ECAT" ), on the one hand; and G & S Airport Conveyor, a Colorado corporation (hereinafter called "Contractor "), on the other hand. WITNESSETH that: WHEREAS, ECAT operates a regional airport which includes the airport terminal and airport terminal expansion; WHEREAS, Contractor is in the business of designing (engineering), installing, programming and training operators of baggage conveying systems such as that used by the County; WHEREAS, Contractor has visited the County's regional airport, has familiarized itself with the existing baggage conveying system, system wiring, and functions, and proposes their expansion and reconfiguration; and WHEREAS, the parties want to set forth in this agreement the terms and conditions by which Contractor will design (engineer), installing, reconfigure and program new and existing baggage conveying systems; NOW THEREFORE, ECAT and Contractor, for the consideration hereinafter set forth, agree as follows: ARTICLE 1 - WORK Contractor shall complete all work specified in the Contract Documents ( "Work "). The Work is generally described as providing all labor, equipment and materials to install baggage conveying equipment and related systems, as further described by the specifications and drawings identified in Article 7 hereof. 1.1 Contractor shall complete all Work as specified herein, generally described as follows: design (engineer), install, reconfigure and program new and existing baggage conveying systems, more specifically set forth on the "Eagle County Airport Baggage System Proposal" attached hereto marked as Exhibit "A" and incorporated here by this Agreement Page 1 GACPR07ECT\Airport \baggage system contract.wpd C, reference. Contractor shall provide for, at his sole cost, all needs related to performance of said Work, including but not limited to, installation, labor, material, project supervision, system programming, engineered drawings, ECAT training, equipment, and required bonds and insurance. No services shall be performed until the County has received a Certificate of Insurance as required within. 1.2 Contractor acknowledges the importance of the County of immediately repairing damage to facilities and equipment. Contractor will immediately report to County the occurrence of damage to any facilities and equipment occurring during the course of or discovered during the course of performing the Work. County will undertake the repair of damage to its facilities and equipment, without thereby waiving any claim against Contractor for damages willfully or negligently caused by Contractor. 1.3 Contractor will schedule the work in conjunction with the County's general contractor, Shaw Construction and the airport facilities staff. 1.4 Contractor will have the ability to have its personnel in the facility with an 8 hour notice all hours, 7 days a week. Contractor is to communicate with the Facilities Management Department, Shaw Construction and airport staff with a tentative schedule before commencing any work. 1.5 Contractor will be required to obey all security procedures while working at the airport. 1.6 Workmanship Warranty: All work performed under this agreement will be done in a workmanlike manner according to industry standards and practices. The workmanship will be warranted for a period of one year from acceptance by ECAT. 1.7 Equipment Warranty: All new equipment will be covered by a parts and labor warranty provided by the manufacturer, and warranty documentation must be delivered to ECAT before final payment will be deemed due. The system is warranted to be free from defects in materials, hardware, software and workmanship for a period of p J c year(s) from the date of ECAT acceptance. Contractor will repair or replace, at its expense, any part of the system upon evidence of failure occurring during the warranty period. Contractor is not responsible for consequential damages. The software (if applicable) and programming is warranted to be free from defects for a period of 6N F year(s) from the date of ECAT acceptance. During that period, contractor will provide technical support, software upgrades (if applicable), training without charge, and will repair or replace, at its expense, any defective software and/or programming. Agreement GACPROJECVAirport\baggage system contract.wpd Page 2 Contractor shall assign and deliver to ECAT all manufacturer warranties on hardware and software. 1.8 The Work shall comply with all applicable federal, state and local laws, rules, regulations, ordinances and permits. Contractor is responsible for obtaining any permits required for the performance of the Work from the agency(ies) having jurisdiction. ARTICLE 2 - ECAT'S REPRESENTATIVE The Project is under the authority of the Eagle County Facilities Management, the Director of which, or his designee, shall be ECAT's liaison with Contractor with respect to the performance of the Work. ARTICLE 3 - CONTRACT TIME The Work will be completed and ready for final payment in accordance with the Contract Documents on or before h1p j , 15'A , 2001. Time is of the essence in this Agreement and all time frames enunciated in the Contract Documents shall be adhered to by the Contractor. Failure of the Contractor to complete the Work in conformance with the Contract Documents will result in damage to ECAT. The amount of damages suffered by ECAT, at the time of executing this Agreement and at the time of any delayed performance by the Contractor, are difficult to ascertain with any reasonable certainty. ECAT has attempted to forecast a reasonable daily estimate of the damage a delay would cost it. The Contractor shall and hereby agrees to pay ECAT the sum of Five Hundred dollars ($500) for each and every calendar day (Saturdays, Sundays, and holidays included) that the work or a portion of the work is not completed within the time(s) allotted. The amount of liquidated damages provided in this Agreement is neither a penalty nor a forfeiture. The liquidated damages shall compensate ECAT for the value of the actual damages that a breach or delay would cause, including loss of use, increased cost of materials, and rent associated with the inability to utilize the facility. If the Contractor fails to substantially complete the Work or any portion of the Work in conformance with the Contract Documents and ECAT nevertheless permit(s) the Contractor to continue performance of the Work, such permission shall neither modify nor waive ECAT's right to assess and collect and the Contractor's obligation to pay liquidated damages. In the event ECAT terminates the Contractor or if the Contractor abandons performance of the Work, the resulting damage for any delay in completing all or a portion of the Work will consist of liquidated damages plus any additional costs incurred by ECAT in completing the Work. Agreement GXPROJECDAirpor6baggage system contract.wpd Page 3 1 r ECAT shall recover liquidated damages by deducting the amount thereof from any monies due or payable to the Contractor. In the event the remaining balance due the Contractor is insufficient to cover the full amount of assessed liquidated damages, the Contractor or his surety shall pay the amount due and ECAT shall be entitled to any and all rights and remedies available to it in law or equity to recover same. ARTICLE 4 - CONTRACT PRICE The funds appropriated for this project are equal to or in excess of the contract amount. ECAT shall pay Contractor for performance of the Work in accordance with the Contract Documents in ` current funds as follows: t ( yp�� / -ry swiy fycrr �+a4Saac/ c Stc/Gi• \� C�'tDt T Dollars. h��a eJ 411,,(�y <tsa+ d -t1,,1 .,.3 4,-fty «� . ARTICLE 5 - PAYMENT PROCEDURES FINAL PAYMENT: Upon final completion and acceptance by ECAT, ECAT shall pay the remainder of the Contract Price. The final payment shall not be made until after final settlement of this contract has been duly advertised at least ten days prior to such final payment by publication of notice thereof at least twice in a public newspaper of general circulation published in Eagle County, and ECAT has held a public hearing, thereupon and complied with the C.R.S. 38 -26 -107. Final payment shall be made in accordance with the requirements of the aforesaid statute. ARTICLE 6 - CONTRACTOR'S REPRESENTATIONS In order to induce ECAT to enter into this Agreement, Contractor makes the following representations: 6.1 Contractor has familiarized himself with the nature and extent of the Contract Documents, Work, locality, and with all local conditions, and federal, state, and local laws, ordinances, rules and regulations that in any manner may affect cost, progress, or performance of the Work. 6.2 Contractor has made, or caused to be made, examinations, investigations, and tests and studies of such reports and related data as he deems necessary for the performance of the Work at the Contract Price, within the Contract Time, and in accordance with other terms and conditions of the Contract Documents; and no additional examinations, investigations, tests, reports, or similar data are, or will be required by Contractor for such purposes. Agreement GACPROJEMAirpor6baggage system contract.wpd Page 4 ot\- 6.3 Contractor has correlated the results of all such observations, examinations, investigations, tests, reports, and data with the terms and conditions of the Contract Documents. 6.4 Contractor has given ECAT written notice of all conflicts, errors, or discrepancies that The Contract Documents which comprise the entire Agreement are made a part hereof, and consist of the following: 7.1 This Agreement; 7.2 General Conditions; 7.3 Proposal from G & S Airport Conveyor for baggage conveying systems dated July 4, 2001. 7.4 Specifications and Drawings dated 11 ,. . There are no Contract Documents other than those listed above in this Article 7. The Contract Documents may only be altered, amended, or repealed by an executed, written amendment to this Agreement. ARTICLE 8 - MISCELLANEOUS 8.1 No assignment by Contractor of any rights under or interests in the Contract Documents will be binding on ECAT without its written consent; 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 Contract Documents. 8.2 ECAT and Contractor each binds himself, his partners, successors, assigns and legal representatives to the other party hereto, in respect to all covenants, agreements, and obligations contained in the Contract Documents. Agreement Page 5 GACPROJECT \Airport \baggage system contract.wpd 8.3 ATTORNEY'S FEES: 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. 8.4 APPLICABLE LAW: This Agreement shall be governed by the laws of the State of Colorado. Jurisdiction and venue of any suit, right, or cause of action arising under, or in connection with this Agreement shall be exclusive in Eagle County, Colorado. 8.5 INTEGRATION: This Agreement supersedes all previous communications, negotiations and/or contracts between the respective parties hereto, either verbal or written, and the same not expressly contained herein are hereby withdrawn and annulled. This is an integrated agreement and there are no representations about any of the subject matter hereof except as expressly set forth in the Contract Documents. 8.6 NOTICE: Notice shall be provided to the respective parties by being given to the persons at the addresses as follows, until changed by notice: To Contractor: Jim Goertz To ECAT: G & S Airport Conveyor EEcg.trt. k t q $ is , 7 Phone. I/o 23 o. f 14y Fax: q 0 9.3 9 7 7 V Rich Cunningham, Director Facilities Management Department Eagle County P.O. Box 850, 590 Broadway Eagle, CO 81631 telephone 970 - 328 -8700 telefax 970 - 328 -7720 Written notices shall be delivered personally, by commercial messenger service or by prepaid U.S. mail. Notices also may be given by facsimile transmission provided an original is also promptly delivered. // /// [rest of page is blank; next page is signature page] Agreement GACPROJECT \Airport\baggage system contract.% pd Page 6 h ^— IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective on the date first above written. Agreement G: \CPROJEC7\Airport \baggage system contract.wpd "ECAT" : Eagle County Air Terminal Corporation o� '£AGLt o O2 Y: Tim, ;qwrmd, OlORA� President "Contractor": G & S Airport Conveyor B c e Y� r' Page 7 a) ss: C -etffrty oft / r Ong this ' day of A 't:: T , 20W, c e before me, a not ublic, f-11 r� , known to me to be the r�(� c rte of z1 - f�'tLCtYt , ., who acknowledged tome that he executed the foregoing document, that he executed it in that capacity, and that the same was the act of that corporation. My commission expires: Ekk Notary Public Agreement GACPROJEC RAirpor6baggage system contract.wpd Page 8 69�- C C GENERAL CONDITIONS 1. Contractor shall provide and pay for labor, materials, equipment, tools, utilities, permits, licenses, transportation, and other facilities and services necessary for proper execution and completion of the Work. 2. If Contractor fails to obtain the tax exemption(s) applicable to public works projects from sales, consumer, use and similar taxes, Contractor shall pay the same. ECAT will cooperate with Contractor to obtain tax exemption for this project. 3. Contractor shall be responsible for having taken steps reasonably necessary to ascertain the nature and location of the Work, and the general and local conditions which can affect the Work or the cost thereof. Any failure by Contractor to do so will not relieve him from responsibility for successfully performing the Work without additional expense to ECAT. ECAT assumes no responsibility for any understanding or representations concerning conditions made by any of its officers, employees or agents prior to the execution of this Agreement, unless such understanding or representations are expressly stated in the Agreement. 4. Before commencing activities, Contractor shall: (1) take field measurements and verify field conditions; (2) carefully compare this and other information known to Contractor with the Agreement; and (3) promptly report errors, inconsistencies or omissions discovered to ECAT. 5. Contractor shall supervise and direct the Work, using Contractor's best skill and attention. Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures, and for coordinating all portions of the Work. 6. Contractor, as soon as practicable, shall furnish in writing to ECAT the names of subcontractors and suppliers for each portion of the Work. 7. No charge shall be made by Contractor for hindrances or delays from any cause whatever during the progress of any portion of the Work, unless such hindrance or delay is caused in whole or in part by acts or omissions within the control of ECAT. In any event, ECAT may grant an extension of time for the completion of the Work, provided it is satisfied that delays or hindrances were due to causes outside Contractor's control, e.g., weather, or to acts of omission or commission by ECAT, provided that such extensions of time shall in no instance exceed the time actually lost to Contractor by reason of such causes, and provided further that Contractor shall have given ECAT General Conditions Page 9 4— C C immediate (as determined by the circumstances, but not exceeding 48 hours) notice in writing of the cause of the detention or delay. 8. Contractor shall deliver, handle, store and install materials in accordance with manufacturers' instructions. 9. Contractor warrants to ECAT that: (1) materials and equipment furnished under the Agreement will be new and of good quality; (2) the Work will be free from defects not inherent in the quality required or permitted; and (3) the Work will conform to the requirements of the Agreement. 10. Contractor shall comply with and give notices required by all federal, state and local laws, statutes, ordinances, building codes, rules and regulations applicable to the Work. If the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, rules or regulations without notice to ECAT, Contractor shall assume full responsibility for such Work and shall bear the attributable costs. Contractor shall promptly notify ECAT in writing of any conflicts between the specifications for the Work and such governmental laws, rules and regulations. 11. Contractor shall keep the premises and surrounding area free from accumulation of debris and trash related to the Work. 12. Contractor shall furnish performance and payment bonds, each in an amount at least equal to the contract price as security for the faithful performance and payment of all Contractor's obligations under the contract documents. These bonds shall remain in effect at least until two years after the date of final payment, except as otherwise provided by law. Contractor shall also furnish other bonds as are required by the supplementary conditions. All bonds shall be in forms satisfactory to ECAT, and be executed by such sureties as (a) are licensed to conduct business in the state where the project is located, and (b) are named in the current list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Audit Staff Bureau of Accounts, U.S. Treasury Department. All bonds signed by an agent must be accompanied by a certified copy of the authority to act. If the surety on any bond furnished by Contractor is declared bankrupt, or becomes insolvent, or its right to do business is terminated in any state where any part of the project is located, or it ceases to meet the requirements of clauses (a) and (b) of the preceding paragraph, Contractor shall within five days thereafter substitute another bond and surety, both of which shall be acceptable to ECAT. 13. Contractor shall be solely responsible for the protection of the Work until its final acceptance by ECAT. Contractor shall have no claim against ECAT because of any damage or loss to the Work, and shall be responsible for the complete restoration of damaged Work to its original condition. In the event Contractor's Work is damaged by another party, not under his supervision .+111 C C or control, Contractor shall make his claim directly with the party involved. If a conflict or disagreement develops between Contractor and another party concerning the responsibility for damage or loss to Contractor's Work, such conflict shall not be cause for delay in Contractor's restoration of the damaged Work. 14. Contractor's Insurance: The Contractor shall purchase and maintain such insurance as will protect him from claims set forth below which may arise out of or result from the Contractor'S operations under the contract, whether such operations be by himself, or by any subcontractor, or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. All such insurance shall remain in effect until final payment, and at all times thereafter when Contractor may be correcting, removing, or replacing defective Work. In addition, Contractor shall maintain such completed operations insurance for at least two years after final payment, and furnish ECAT with evidence of continuation of such insurance at final payment and one year thereafter. Insurance coverages shall be as follows: Claims under 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; Claims for damage because of bodily injury, occupational sickness or disease, or death of his employees, and claims insured by usual personal injury liability coverage; Claims for damage because of bodily injury, sickness or disease, or death of any person other than his employees, and claims insured by usual personal injury liability coverage; and Claims for damages because of injury to or destruction of tangible property, including loss of use resulting therefrom. Contractor'S Liability Insurance issued to and covering the liability for damage imposed by law upon the Contractor and each subcontractor with respect to all Work performed by them under the agreement (construction contract). Contractor'S Protective Liability Insurance issued to and covering the liability for damages imposed by law upon the Contractor and each subcontractor with respect to all Work under the agreement (construction contract) performed for the Contractor by subcontractors. Completed Operations Liability Insurance issued to and covering the liability for damage imposed by law, upon the Contractor and each subcontractor arising between the date of final cessation of the Work, and the date of final acceptance thereof out of that part of the Work performed by each. General Conditions Page 11 l Comprehensive Automobile Insurance shall be carried in the amount of $500,000 /$1,000,000 for bodily injury and $500,000 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. The Contractor shall in addition, and in the amounts required under the above, obtain protective Liability Insurance issued to and covering the liability for damages imposed by law upon ECAT with respect to all operations under the construction contract by the Contractor or his subcontractors, including omissions and supervisory acts by SCAT. Builder's Risk Insurance: Insofar as the Work to be performed under this contract consists entirely of new construction removed and separated from any existing facility used by SCAT, Contractor shall procure and maintain, for the duration of the Work of this project, Builder's Risk Insurance, including the perils of fire, extended coverage (loss due to vehicles, explosion, wind, flood, riot, etc.), vandalism and malicious mischief, and special extended coverage (loss due to falling objects, collapse, water damage from faulty or leaking systems, etc.) in the full amount of the contract price plus the cost of authorized extras. Said amount of insurance coverage shall be considered to cover the insurable value of the Work under this contract which is considered not to exceed one hundred percent (100 %) of the amount of this contract and authorized extras. Such policy shall not insure any tools or equipment, or temporary structures erected at the site and belonging to any person or persons, or their subcontractors who are obliged by contract with ECAT to do Work on the projects. Comprehensive Risk Policy Option: In lieu of the several policies specified for Contractor's Liability Insurance, a comprehensive liability and property damage insurance policy inclusive of all the insurance and requirements herein set forth, subject to the approval of ECAT, will be permissible. Insurance covering claims for damages to persons or property required by the preceding paragraph shall be in the following minimum amounts: Bodily Injury Liability: Each Person: $ 500,000 Each Accident or Occurrence: $1,000,000 Property Damage Liability: Each Accident or Occurrence: $ 500,000 Aggregate: $1,000,000 Insurance shall be placed jointly in the names of ECAT, Contractor, and any and all subcontractors, and any and all others obliged by contract with ECAT to do Work on this project, and, at ECAT's option, any other person or persons whom ECAT deems to have an insurable interest in said property, or any part thereof, payable as their several interests may appear. Any proceeds obtained from insurance provided for by this paragraph shall be paid to and held by ECAT as trustee. ECAT shall have the right to withhold payment of such proceeds until such time as the Work destroyed or damaged and covered by such insurance shall be reconstructed and shall pay such proceeds on an installment basis similar to that provided for by progress payments covering the original Work. Certificates of Insurance: Certificates of Insurance acceptable to ECAT shall be filed with ECAT prior to commencement of the Work. These Certificates shall contain provisions naming ECAT as an additional insured under Contractor's insurance, as more fully required by the General Conditions herein, and that coverage afforded under the policies will not be canceled until at least thirty days prior written notice has been given SCAT. Contractor and his subcontractors shall not permit any of his subcontractors to start Work until all required insurance have been obtained and certificates with the proper endorsements have been filed with ECAT. Failure of the Contractor to comply with the foregoing insurance requirements shall in no way waive ECAT'S rights hereunder. 15. ECAT, at his option, may purchase and maintain such liability insurance as will protect him against claims which may arise from operations under this contract. Purchasing and maintaining such insurance, however, will not relieve the Contractor from purchasing and maintaining the insurance hereinbefore specified. 16. Before permitting any of his subcontractors to perform any Work under this contract, Contractor shall either (a) require each of his subcontractors to procure and maintain during the life of his subcontracts, Subcontractor's Public Liability and Property Damage Insurance of the types and in the amounts as may be applicable to his Work, which type and amounts shall be subject to the approval of ECAT, or (b) insure the activities of his subcontractors in his own policy. 17. To the fullest extent permitted by law, Contractor shall indemnify and hold harmless ECAT, its board, commissioners, employees and the agents of any of them, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction oftangible property (other than the Work itself) including loss of use resulting therefrom, but only to the extent caused in whole or in part by negligent acts or omissions of the Contractor, a subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. 18. After execution of the Agreement, changes in the Work may be accomplished by Change Order or by order for a minor change in the Work. ECAT, without invalidating the Agreement, may order changes in the Work within the general scope of the Agreement consisting of additions, deletions or other revisions. a. No Change Orders or other form of order or directive which requires additional compensable work to be performed may be issued or be effective unless accompanied by a written assurance to the Contractor that lawful appropriations to cover the costs of the additional work have been made. General Conditions Page 13 1100, {t b. A Change Order shall be a written order to the Contractor signed by ECAT to change the Work. C. ECAT will have authority to order minor changes in the Work not involving changes in the Contract Price or the Contract Time. Such changes shall be written orders and shall be binding on the Contractor and SCAT. Contractor shall carry out such written orders promptly. 19. Progress Payments: Not more often than once a month, Contractor shall submit to SCAT an application for payment filled out and signed by Contractor covering the work completed as of the date of the application, and accompanied by such supporting documentation as ECAT may reasonably require. If payment is requested on the basis of materials and equipment not incorporated in the work, but delivered and suitably stored at the site or at another location agreed to in writing, the application for payment shall also be accompanied by such data, satisfactory to SCAT, as will establish ECAT's title to the material and equipment, and protect ECAT's interest therein, including applicable insurance. Each subsequent application for payment shall include an affidavit of Contractor stating that all previous progress payments received on account of the work have been applied to discharge in full all of Contractor's obligations reflected in prior applications for payment. The amount of retainage with respect to progress payments will be as stipulated in the Agreement. ECAT will, within ten days after receipt of each application for payment, either indicate in writing a recommendation of payment, or return the application to Contractor indicating in writing its reasons for refusing to recommend payment. In the latter case, Contractor may make the necessary corrections and resubmit the application. ECAT shall, within twenty days of recommendation of payment, pay Contractor the amount recommended. 20. Final Payment: Upon written notice from Contractor that the work is complete, ECAT will make a final inspection with Contractor, and will notify' Contractor in writing of all particulars in which this inspection reveals that the work is incomplete or defective. Contractor shall immediately take such measures as are necessary to remedy such deficiencies. After Contractor has completed all such corrections to the satisfaction of SCAT, and delivered all maintenance and operating instructions, schedules, guarantees, bonds, certificates of inspection, marked -up record documents or as -built drawings covering all of the Work, Contractor may make application for final payment following the procedure for progress payments. The final application for payment shall be accompanied by all documentation called for in the contract documents, and such other data and schedules as ECAT may reasonably require, together with complete and legally effective releases or waivers (satisfactory to ECAT) of all liens arising out of, or filed in connection with the work. In lieu thereof, and as approved by ECAT, Contractor may furnish receipts or releases in full; an affidavit of Contractor that the releases and receipts include all labor, services, material, and equipment for which lien could be filed, and that all payrolls, material, and equipment bills, and other indebtedness connected with the work, for which ECAT or his property might in any way be responsible, have been paid or otherwise satisfied; and consent of the surety, if any, to final 00 �, t payment. If any subcontractor, manufacturer, fabricator, supplier, or distributor fails to furnish a release or receipt in full, Contractor may furnish a bond or other collateral satisfactory to ECAT to indemnify ECAT against any lien. 21. Contractor warrants and guarantees that title to all work, materials, and equipment covered by any application for payment, whether incorporated in the project or not, will pass to SCAT at the time ofpayment free and clear of all liens, claims, security interests, and encumbrances (in these General Conditions referred to as "Liens "). 22. Final payment shall not become due until Contractor submits to ECAT releases and waivers of liens, and data establishing payment or satisfaction of obligations, such as receipts, claims, security interests or encumbrances arising out of the Work. Final payment is subject to the Final Settlement requirements and time periods set forth in C.R.S. §38 -26 -107. 23. Contractor's obligation to perform and complete the Work in accordance with the contract documents shall be absolute. Neither the recommendation of any progress or final payment nor the payment by ECAT to Contractor under the contract documents, nor any use or occupancy of the Work or any part thereofby ECAT, nor any act of acceptance by ECAT, nor any failure to do so, nor any correction of defective Work by ECAT shall constitute an acceptance of Work not in accordance with the contract documents or a release of Contractor'S obligation to perform the Work in accordance with the contract documents. 24. If Contractor fails to correct Work which is not in accordance with the Agreement, ECAT may direct the Contractor to stop the Work until the correction is made. 25. If Contractor defaults or neglects to carry out the Work in accordance with the Agreement and fails within a seven day period after receipt of written notice from ECAT to correct such default or neglect with diligence and promptness, ECAT may, without prejudice to other remedies, correct such deficiencies. In such case, the Agreement may be terminated by ECAT or a Change Order shall be issued deducting the cost of correction from payments due the Contractor. 26. The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs, including all those required by law in connection with performance of the Agreement. The Contractor shall promptly remedy damage and loss to property caused in whole or in part by the Contractor, or by anyone for whose acts the Contractor may be liable. 27. Contractor shall promptly correct Work rejected by ECAT as failing to conform to the requirements of the Agreement and Contractor shall bear the cost of correcting such rejected Work. 28. Contractor warrants and guarantees to ECAT that all Work will be in accordance with the Contract Documents and will not be defective. Prompt notice of all defects shall be given to General Conditions Page 15 Contractor. If, within one year after the date of completion, or such longer period of time as may be set forth in the Agreement (including the Bid), prescribed by law, prescribed by the terms of any applicable warranty given by a materials supplier or required by or a part of the Agreement, any Work is found to be defective, Contractor shall promptly, without cost to ECAT, and in accordance with ECAT's written instructions, either correct such defective Work, or, if it has been rejected by ECAT, remove it from the site, and replace it with non - defective work. If Contractor does not promptly comply with the terms of such instructions, or in an emergency where delay would cause serious risk of loss or damage, ECAT may have the defective Work corrected or the rejected Work removed and replaced, and all direct and indirect costs of such removal and replacement, including compensation for additional professional services, shall be paid by Contractor. 29. The performance of the Work may be terminated at any time in whole, or from time to time in part, by ECAT for its convenience. Any such termination shall be effected by delivery to Contractor of a written notice ( "Notice of Termination ") specifying the extent to which performance of the Work is terminated and the date upon which termination becomes effective. After receipt of a Notice of Termination, and except as otherwise directed by ECAT, Contractor shall, in good faith, and to the best of its ability, do all things necessary, in the light of such notice and of such requests in implementation thereof as ECAT may make, to assure the efficient, proper closeout of the terminated Work (including the protection of ECAT's property). Among other things, Contractor shall, except as otherwise directed or approved by ECAT: a. stop the Work on the date and to the extent specified in the Notice of Termination; b. place no further orders or subcontracts for services, equipment or materials except as may be necessary for completion of such portion of the Work as is not terminated; C. terminate all orders and subcontracts to the extent that they relate to the performance of Work terminated by the Notice of Termination; d. assign to ECAT, in the manner and to the extent directed by it, all of the right, title and interest of Contractor under the orders or subcontracts so terminated, in which case ECAT shall have the right to settle or pay any or all claims arising out of the termination of such orders and subcontracts; e. with the approval of ECAT, settle all outstanding liabilities and all claims arising out of such termination or orders and subcontracts; and f. deliver to ECAT, when and as directed by ECAT, all documents and all property which, if the Work had been completed, Contractor would be required to account for or deliver to ECAT, and transfer title to such property to ECAT to the extent not already transferred. In the event of such termination, there shall be an equitable reduction of the Contract Price to reflect the reduction in the Work and no cost incurred after the effective date of the Notice of Termination 4�1_ shall be treated as a reimbursable cost unless it relates to carrying out the un- terminated portion of the Work or taking closeout measures. 30. G & S Airport Conveyor are to provide factory trained representatives to oversee and supervise installation of the complete baggage handling systems. This includes installation, start-up, testing, and de- bugging the complete systems. General Conditions Page 17 0 Exhibit A l Eklum C; FAX TRANSMITTAL Date: 10 July 2001 To: Richard Cunningham From: Jim Goertz Fax: 970 328 8899 Page 1 of Subject: Proposal for Baggage Conveyors - EGE And Letter of intent Hi Richard, I am faxing over a copy of the proposal for the baggage conveyors as per our conversation earlier today. I will send you the original via FedEx. This copy of the proposal is the same as the one previously sent to you by Kevin Gould. I understand that you will be meeting with Kevin Gould and Jim Elwood on Thursday of this week and hopefully you will be able to go over it in detail with them. I guess what I need from you is to have a letter of intent just stating that we should proceed with this project and that once the decisions have been made regarding type of merge to be used, etc. – then a contract will be forth coming. I am enclosing a sample copy of a letter of intent for your use. I am not hung up on wording so feel free to change the letter as you wish. I just think that we should agree in writing to proceed and then I can work with SHAW on site to keep them on schedule. Please call me if you have any further questions. I look forward to working with you on this project. Best regards, —�1 James I. Goertz gandsmec(a4cadvt ' com JV (} + Cell 403 540 0983 - Toll free 1 888 328 8826 8Y Specializing in Airport Conveyors, Design, Installation & After Market Service 3409 West Harry Wichita, Kansas 67213 Ph: 403-230-1140,Fax: 403-293-9774, Web site: www,gandsmechanicalco.com, E -mail: gandsmec @cadvision.com 01� U=1 10- Jul -01 l Eagle County Airport Baggage System Proposal We are pleased to be able to provide this proposal for the Baggage conveyors for the Eagle County Regional Airport. I will give a cost breakdown per system for the outbound and a lump sum for the inbound systems. I will also explain what we are re -using and where in the newly configured systems. We are re -using the entire existing conveyor that is on site. We have NOT included any re- conditioning or re- painting for this conveyor. We are planning on reusing all of the conveyor including belting, motors, pulleys, drives, etc. If items need to be replaced, repaired, or upgraded, that has not been included in this initial proposal. We are taking this position, as we understand that the conveyors were all working fine at the end of last season. If we find problems in the existing equipment, we can deal with that once we are on site. Since we are re -using all of the existing gray equipment, the new equipment will also be gray. AMERICAN AIRLINES BELT SYSTEM We are proposing to supply and install the outbound system for American Airlines as follows. The existing stainless steel check in conveyor will be re -used and we will add a stainless steel covered power curve at the end of the 1 t conveyor. We will then have a short incline conveyor and a power curve. The next conveyor will be a short incline and then one of the existing conveyors will be installed in the ceiling area and take the bags out to the make up area. We will have a curve after the security door and the conveyors will go parallel to the side of the building and then decline to ground level where it will merge onto the curbside belt system via the existing 45 degree belt curve and 45 degree merge belt. We have also taken the merging of the two lines at ground level as per the airport maintenance personnel instructions We are re -using the existing check in conveyor belt as well as some of the existing general transport conveyor which we will install in the ceiling areas of the building. All other conveyors are new including the control panel, all new curves, belt conveyor, etc. - For the American Belt system our price is 353,460.00 Specializing in Airport Conveyors, Design, Installation & After Market Service 3409 West Harry Wichita, Kansas 67213 f Ph: 403-230-1140,Fax: 403-293-9774, Web site: www.gandsmechanicalco.com, E -mail: gandsmec @cadvision.com ' /6W- 1 C DELTA / UNITED AIRLINES BELT SYSTEM You should already have the drawings for this outbound belt. We are supplying and installing new check stainless steel check in conveyor and a new stainless clad curve belt. The conveyor will incline and turn again and go through the ceiling spaces out to the unloading area. We are re- using portions of the old belt system to be installed in the ceiling areas of the building. All other conveyors are new including the control panel, all new curves, belt conveyor, etc. - For the Delta / United Belt system our price is 158,100.00. NORTHWEST / CONTINENTAL BELT SYSTEM For the Northwest / Continental Airlines belt system we will be re -using and re- configuring the control panel from the old System. We will also be re -using as much of the old conveyor as possible including the 45- degree power curve belt. - For the Delta / United Airlines Belt system our price is 139,200.00. Base price for three outbound systems: 650,760.00 Deduct credit for existing conveyor (200') (140,000.00) Add for labor to re- locate exiting conveyor (200') 18,000.00 EGE Request for power curve (8,000.00) and 8000.00 for added length To move the merging of the AA systems to ground level (16,000.00) BASE BID FOR OUTBOUND SYSTEMS: $512,760.00 ADD DUE TO AA / EGE / UA CHANGES: 1. Additional 2 belts at curbside c/w security doors, controls, etc. 21,000.00 2. 3 QUE belts and merge table in lieu of 45 degree merge for AA 48,000.00 3. AA — 22 feet of curbside vs. existing 17 foot existing belt. 2,000.00 4. United Airlines — Extra 50 feet of indexing unloading conveyor 26,000.00 5. EGE request to have all merging done at ground level — add 90 degree power curve and extra length 16,000.00 6. Reconditioning if required will be handled separately. 0.00 GRAND TOTAL $625,760.00 2 Specializing in Airport Conveyors, Design, Installation & After Market Service 3409 West Harry Wichita, Kansas 67213 Ph: 403-230-1140,Fax: 403-293-9774, Web site: www.gandsmechanicalco.com, E -mail: gandsmec @cadvision.com A, - INBOUND BELT SYSTEMS In the original building there was a "T" shaped loop, which was 98 feet in length. This unit will remain this length. We have removed the portion of the conveyor outside of the building and once the concrete pad has been placed at the new elevation, we will re- install the portion of the loop c/w all of the required components for the new elevation. We will repair the existing unit as required. The second flat plate carousal was in an "L" configuration and was 98 feet in length. It had been damaged last season and needed repairs. We will re- configure this loop into a "T" configuration with a centerline length of 116 feet as per the drawings. We will replace the damaged trim, pallets, and carriages as required as well as supply and install the extra components for the new configuration. We will re -use the existing doors, controls, etc. We will supply and install two additional flat plate carousals in the "T" configuration as per the drawings with a centerline length of 116 feet. We will be installing new insulated security doors as well as draft curtains and controls. The end result will be the FOUR flat plate carousals in the "T" configuration. For the INBOUND Belt system our price is 226,200.00. Please call if you have any further questions or if we can be of any further assistance. `.✓James Goertz G & S Airport veyor Toll free 1 888 328 8826 Cell 403 540 0983 3 in Airport Conveyors, Design, Installation & After Market Service 3409 West Harry Wichita, Kansas 67213 Ph: 403 -230- 1140,Fax:403- 293 -9774, Web site: www.gandsmechanicalco.com, E -mail: gandsmec @cadvision.com