HomeMy WebLinkAboutC23-081 Taft EngineeringDocuSign Envelope ID: 4052280E-F208-472B-AA6F-EB04AEA03C37 AGREEMENT FOR ON -CALL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND TAFT ENGINEERING, INC. THIS AGREEMENT ("Agreement") is effective as of 3/17/2023 by and between Taft Engineering, Inc. a Colorado corporation (hereinafter "Contractor") and Eagle County, Colorado, a body corporate and politic (hereinafter "County"). RECITALS WHEREAS, County desires to contract for on -call maintenance and service for the boilers at the Justice Center located at 885 Chambers and the boilers at the Eagle County Building located at 550 Broadway, Eagle, Colorado 81632 (the "Property" or "Properties"); and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below in paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: 1. Services or Work. Contractor agrees to diligently provide all services, labor, personnel, and materials necessary to perform and complete the on -call services or work at the rates set forth in Exhibit A and in accordance with a formal proposal for each on -call service to be provided by Contractor and approved by County in writing ("Services" or "Work"). Exhibit A is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Contractor agrees to furnish the Services in accordance with the schedule established in each proposal approved by County. If no completion date is specified, then Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below, Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. DocuSign Envelope ID: 4052280E-F208-472B-AA6F-EB04AEA03C37 2. Count Representative. The Facilities Management Department's designee shall be Contractor's contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence on March 5, 2023, and subject to the provisions of paragraph 11 hereof, shall continue in full force and effect for a period of one year. 4. Extension or Modification. This Agreement may be extended for up to three additional one-year terms upon written agreement of the parties. Any amendments or modifications shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services in accordance with County's internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services, 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 County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. County shall compensate Contractor for the performance of the Services in accordance with the fee schedule set forth in Exhibit A. Prior to commencement of Services at any Property or Properties, Contractor shall first provide County with a written estimate which shall include an estimate of the labor, materials without any mark up, and any additional costs necessary to perform the Services at a particular Property or Properties. Each estimate must be approved by County's Representative prior to commencement of the Services by Contractor and all rates shall be in accordance with the fee schedule set forth in Exhibit A. Total compensation for all Services under this Agreement shall not exceed one hundred thousand dollars ($100,000.00). Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. a. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task, and such other detail as County may request. b. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. 2 Taft Engineering On -Call Agreement 2023 DocuSign Envelope ID: 4052280E-F208-472B-AA6F-EB04AEA03C37 C. County 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. d. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the performance of any of the Services or additional services without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to perform the Services during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees, and subcontractors. 7. Insurance. Contractor agrees to provide and maintain at Contractor's sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. Workers' Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non -owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $1,000,000 aggregate limits. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, 3 Taft Engineering On -Call Agreement 2023 DocuSign Envelope ID: 4052280E-F208-472B-AA6F-EB04AEA03C37 employees, agents, and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit B. ii. Contractor's certificates of insurance shall include subcontractors, if any, as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iv. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities, or protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents, or volunteers. V. Contractor is not entitled to workers' compensation benefits except as provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any monies paid pursuant to this Agreement. 8. Indemnification. The Contractor shall indemnify and hold harmless County, and any of its officers, agents, or employees against any losses, claims, damages, or liabilities for which County 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 County for reasonable attorney fees and costs, legal, or other expenses incurred by County 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 County to the extent that County is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents (including electronic files) and materials obtained during, purchased, or prepared in the performance of the Services shall remain the property of the County and are to be delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement. 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when 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. 4 Taft Engineering On -Call Agreement 2023 DocuSign Envelope ID: 4052280E-F208-472B-AA6F-EB04AEA03C37 COUNTY: Eagle County, Colorado Attention: Ron Siebert Post Office Box 850 Eagle, CO 81631 3289 Cooley Mesa Road Gypsum, CO 81637 Telephone: 970-328-8881 E-Mail: ron.siebert@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 E-Mail: atty@eaglecounty.us CONTRACTOR: Taft Engineering, Inc. 9800 E. Easter Ave., Suite 130 Centennial, Colorado 80112 Telephone: (303) 753-4584 (p) E-Mail: cory@taft-engineering.com 11. Termination. County may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days' prior written notice to the Contractor. Upon termination of this Agreement, Contractor shall immediately provide County with all documents as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Contractor for Services satisfactorily performed to the date of termination. 12. 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, interpreted under, and governed by the laws of the State of Colorado. 13. 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 5 Taft Engineering On -Call Agreement 2023 DocuSign Envelope ID: 4052280E-F208-472B-AA6F-EB04AEA03C37 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. 14. Other Contract Requirements and Contractor Representations. a. Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder and the Property or Properties, and with all local conditions, federal, state and local laws, ordinances, rules, and regulations that in any manner affect cost, progress, or performance of the Services. b. Contractor will make, or cause to be made, examinations, investigations, and tests as it deems necessary for the performance of the Services. C. To the extent possible, Contractor has correlated the results of such observations, examinations, investigations, tests, reports, and data with the terms and conditions of this Agreement. d. To the extent possible, Contractor has given County written notice of all conflicts, errors, or discrepancies. e. Contractor shall be responsible for the completeness and accuracy of the Services and shall correct, at its sole expense, all significant errors and omissions in performance of the Services. The fact that the County has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Services in a skillful, professional, and competent manner and in accordance with the standard of care, skill, and diligence applicable to contractors performing similar services. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of this Agreement. £ Contractor agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. g. This Agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of County. 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 County and Contractor except that of independent contractor. Contractor shall have no authority to bind County. h. Contractor represents and warrants that at all times in the performance of the Services, Contractor shall comply with any and all applicable laws, codes, rules, and regulations. 6 Taft Engineering On -Call Agreement 2023 DocuSign Envelope ID: 4052280E-F208-472B-AA6F-EB04AEA03C37 i. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. j. Contractor shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. k. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. 1. 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. in. The invalidity, illegality, or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. n. The signatories to this Agreement aver to their knowledge no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Contractor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. [REST OF PAGE INTENTIONALL Y LEFT BLANK] 7 Taft Engineering On -Call Agreement 2023 DocuSign Envelope ID: 4052280E-F208-472B-AA6F-EB04AEA03C37 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER DocuSigned by: By: . S(, a '�132e9unty Manager CONTRACTOR TAFT ENGINEERING, INC. [:�r� ocuSigned by: By. (�Gsfww -'I ADD7A34C6692492_. Print Name: Cory Hesterwerth Title: VP Aftermarket sales & support 8 Taft Engineering On -Call Agreement 2023 DocuSign Envelope ID: 4052280E-F208-472B-AA6F-EB04AEA03C37 T ENGINEERING Manufacturers' Representative for High Efficiency HVAC & Plumbing Products 12650 E Briarwood Ave, Suite 203 Centennial, CO 80112 t 303.753.4584 f 720.941.1199 tart -engineering. corn 2023 Service Rate Sheet Standard hourly field & office rate: $140/hr per technician (8am-5pm M-F) Overtime hourly field & office rate: $210.00/hr per technician Notes: 1. Overtime rate is effective for all hours in excess of 9 hours per day on weekdays and for all hours on Saturdays and Sundays. Holidays are billed at double the standard rate. All travel expenses such as airfare, local transportation, rental car, lodging, internet access meals etc. are billed with the final invoice. *These expenses when applicable are in addition to the hourly rate. 3. All international travel is via business class. 4. Travel time is calculated from portal to portal. 5. 24/7 service is not available. We will do our best to accommodate emergency situations. 6. A purchase order or pre -authorized credit card with a valid customer account must be provided prior to scheduling any service. 7. In the event that a part is being shipped to a jobsite and the technician is to wait for the part to arrive for installation, the remainder of that day will be billed at the standard rate up to 8 hours. All shipping/freight charges will be incurred by the customer. 8. All payment terms are net 30 days. 0 DocuSign Envelope ID: 4052280E-F208-472B-AA6F-EB04AEA03C37 AC� "® CERTIFICATE OF LIABILITY INSURANCE D03/1422023ATE DIvvvY) 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(ies) must have ADDITIONAL INSURED provisions or 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 MARSH USA, INC. 99 HIGH STREET CONTACT NAME,PHONE FAX (A/C, No. Ext : A/C No), E-MAIL ADDRESS: BOSTON, MA 02110 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Evanston Insurance Company 35378 CN102263113-Aerco--2022 INSURED Taft Engineering, Inc. 12508 E Briarwood Avenue INSURER B : Indemnity Ins Cc Of North America 43575 INSURER C : N/A N/A INSURER D : AIU Insurance Co. 19399 Centennial, CO 80112-6764 INSURER E: N/A N/A INSURER F : COVERAGES CERTIFICATE NUMBER: NYC-011537927-04 REVISION NUMBER: 6 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 INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY MKLV3ENV103063 03/31/2022 03/31/2023 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE � OCCUR DAMAGE TO TED PREMISESlccurrrence)$ (E. occurrence) 1,000,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY ❑ PRO JECT ❑ LOC X PRODUCTS - COMP/OP AGG $ 2,000,000 X SIR $ 100,000 OTHER: SIR B AUTOMOBILE LIABILITY CA H25549806 03/31/2022 03/31/2023 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 X BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY L $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ D D D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N /'4 WC 080880555 (AOS) WC 080880556 (CA) WC 080880557 WI () 12/31/2022 12/3112022 12/3112022 12/31/2023 12/3112023 12/3112023 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1,000,000 $ DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers is/are included as additional insured on the general liability policy where required by written contract. CERTIFICATE HOLDER CANCELLATION Eagle County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn: Ron Siebert THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3289 Cooley Mesa Road ACCORDANCE WITH THE POLICY PROVISIONS. Gypsum, CO 81637 AUTHORIZED REPRESENTATIVE ©1988-2016 ACORD CORPORATION. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD