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HomeMy WebLinkAbout263373 ELECTRONIC SYSTEMS INTERNATIONAL INC - CONTRACT - AGREEMENT MISC - ELECTRONIC SYSTEMS INTERNATIONAL INCSERVICES CONTRACT This Contract is entered into this I ylday of V Aiith 120 11 by and between the City of Loveland, Colorado and City of Fort Collins, Colorado (Loveland and Fort Collins collectively referred to as "City") and Electronic Systems International, Inc ("Contractor"). Whereas, the parties desire to contract with one another to complete the following project: Fort Collins -Loveland Airport Security Access Lift Gate & Badging Maintenance. Now, therefore, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows: 1. Services. The Contractor shall perform the services set forth in Exhibit A, attached hereto and incorporated herein by reference ("Services"). The Contractor represents that it has the authority, capacity, experience, and expertise to perform the Services in compliance with the provisions of this Contract and all applicable laws. The City reserves the right to remove any of the Services from Exhibit A upon written notice to Contractor. In the event of any conflict between this Contract and Exhibit A, the provisions of this Contract shall prevail. 2. Price. The City shall pay the Contractor a sum not to exceed $3,600. The City shall make payment within thirty days of receipt and approval of monthly invoices, which shall identify the specific Services performed for which payment is requested. 3. Term. This Contract shall be effective from March 1, 2011 through February 29, 2012. This Contract may be extended or renewed by written agreement of the parties. 4. Appropriation. To the extent this Contract constitutes a multiple fiscal year debt or financial obligation of the City, it shall be subject to annual appropriation pursuant to the City of Loveland Municipal Charter Section Il-6 and Article X, Section 20 of the Colorado Constitution. The City shall have no obligation to continue this Contract in any fiscal year in which no such appropriation is made. 5. Independent Contractor. The parties agree that the Contractor is an independent contractor and is not an employee of the City. The Contractor is not entitled to workers' compensation benefits from the Citv and is obligated to pav federal and state income tax on anv monev earned pursuant to this Contract. 6. Insurance Requirements. a. Policies. The Contractor and its subcontractors, if any, shall procure and keep in force during the duration of this Contract the following insurance policies and shall provide the City with a certificate of insurance evidencing upon execution of this Contract: Page 1 of 6 Form Revised 01/18/2011 (i) Comprehensive general liability insurance insuring the Contractor and naming the City as an additional insured with minimum combined single limits of $1,000,000 each occurrence and $1,000,000 aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall contain a severability of interests provision. (ii) Comprehensive automobile liability insurance insuring the Contractor and naming the City as an additional insured against any liability for personal injury, bodily injury, or death arising out of the use of motor vehicles and covering operations on or off the site of all motor vehicles controlled by the Contractor which are used in connection with this Contract, whether the motor vehicles are owned, non -owned, or hired, with a combined single limit of at least $1,000,000. (iii) Professional liability insurance insuring the Contractor against any professional liability with a limit of at least $1,000,000 per claim and annual aggregate. (Note: this policy shall only be required if the Contractor is an architect, engineer, surveyor, appraiser, physician, attorney, accountant, or other licensed professional.) (iv) Workers' compensation insurance and all other insurance required by any applicable law. (Note: if under Colorado law the Contractor is not required to carry workers' compensation insurance, the Contractor shall execute a Certificate of Exemption and Waiver, attached hereto as Exhibit B and incorporated herein by reference.) b. Requirements. Required insurance policies shall be with companies qualified to do business in Colorado with a general policyholder's financial rating acceptable to the City. Said policies shall not be cancelable or subject to reduction in coverage limits or other modification except after thirty days prior written notice to the City. The Contractor shall identify whether the type of coverage is "occurrence" or "claims made." If the type of coverage is "claims made," which at renewal the Contractor changes to "occurrence," the Contractor shall carry a six-month tail. Comprehensive general and automobile policies shall be for the mutual and joint benefit and protection of the Contractor and the City. Such policies shall provide that the City, although named as an additional insured, shall nevertheless be entitled to recover under said policies for any loss occasioned to it, its officers, employees, and agents by reason of negligence of the Contractor, its officers, employees, agents, subcontractors, or business invitees. Such policies shall be written as primary policies not contributing to and not in excess of coverage the City may carry. 7. Indemnification. The Contractor agrees to indemnify and hold harmless the City, its officers, employees, and agents from and against all liability, claims, and demands on account Page 2 of 6 Form Revised 01/18/2011 of any injury, loss, or damage arising out of or connected with the Services, if such injury, loss, or damage, or any portion thereof, is caused by, or claimed to be caused by, the act, omission, or other fault of the Contractor or any subcontractor of the Contractor, or any officer, employee, or agent of the Contractor or any subcontractor, or any other person for whom the Contractor is responsible. The Contractor shall investigate, handle, respond to, and defend against any such liability, claims, and demands, and shall bear all other costs and expenses related thereto, including court costs and attorneys' fees. The Contractor's indemnification obligation shall not be construed to extend to any injury, loss, or damage to the extent caused by the act, omission, or other fault of the City. This paragraph shall survive the termination or expiration of this Contract. 8. Governmental Immunity Act. No term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of any of the notices, requirements, immunities, rights, benefits, protections, limitations of liability, and other provisions of the Colorado Governmental Immunity Act, C.R.S. § 24-10-101 et seq. and under any other applicable law. 9. Compliance with Applicable Laws. a. Generally. The Contractor shall comply with all applicable federal, state, and local laws, including the ordinances, resolutions, rules, and regulations of the City. The Contractor shall solely be responsible for payment of all applicable taxes and for obtaining and keeping in force all applicable permits and approvals. b. C.R.S. Article 17.5, Title 8. The Contractor hereby certifies that, as of the date of this Contract, it does not knowingly employ or contract with an illegal alien who will perform work under this Contract and that the Contractor will participate in the e- verify program or Colorado Department of Labor and Employment ("Department") program as defined in C.R.S. § 8-17.5-101 in order to confirm the employment eligibility of all employees who are newly hired for employment to perform work under this Contract. The Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract or 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 this Contract. The Contractor certifies that it has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Contract through participation in either the e- verify program or the department program. The Contractor is prohibited from using either the e-verify program or the department program procedures to undertake pre- employment screening of job applicants while this Contract is being performed. If the Contractor obtains actual knowledge that a subcontractor performing work under this Contract knowingly employs or contracts with an. illegal alien, the Contractor shall be required to: (i) notify the subcontractor and City within three days that 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 this subparagraph the subcontractor does not stop employing -or contracting with the illegal alien; except that Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides Page 3 of 6 Form Revised 01/18/2011 information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. The Contractor shall comply with any reasonable request by the Department made in the course of an investigation that it is undertaking pursuant to the authority established in C.R.S. Article 17.5, Title 8. If the Contractor violates this paragraph, the City may terminate this Contract for default in accordance with "Termination," below. If this Contract is so terminated, the Contractor shall be liable for actual and consequential damages to the City. (Note: this paragraph shall not apply to contracts: (i) for Services involving the delivery of a specific end product (other than reports that are merely incidental to the performance of said work); or (ii) for information technology services and/or products.) C. C.R.S. § 24-76.5-103. If the Contractor is a natural person (i.e., not a corporation, partnership, or other legally -created entity), he/she must complete the affidavit attached hereto as Exhibit C and attach a photocopy of a valid form of identification. If the Contractor states that he/she is an alien lawfully present in the United States, the City will verify his/her lawful presence through the SAVE Program or successor program operated by the U.S. Department of Homeland Security. In the event the City determines that the Contractor is not lawfully present in the United States, the City shall terminate this Contract for default in accordance with "Termination," below. 10. Termination. a. Without Cause. Either party may terminate this Contract without cause upon thirty days prior written notice to the other. The City shall be liable to pay the Contractor for Services performed as of the effective date of termination, but shall not be liable to the Contractor for anticipated profits. b. For Default. Each and every term and condition hereof shall be deemed to be a material element of this Contract. In the event either party fails to perform according to the terms of this Contract, such party may be declared in default. If the defaulting party does not cure said breach within ten days of written notice thereof, the non -defaulting party may terminate this Contract immediately upon written notice of termination to the other. In the event of such termination by the City, the City shall be liable to pay the Contractor for Services performed as of the effective date of termination, but shall not be liable to Contractor for anticipated profits; provided, however, that the Contractor shall not be relieved of liability to the City for any damages sustained by the City by virtue of any default under this Contract, and the City may withhold payment to the Contractor for the purposes of setoff until such time as the exact amount of damages is determined. 11. Notices. Written notices shall be directed as follows and shall be deemed received when hand -delivered or emailed, or three days after being sent by certified mail, return receipt requested: To the City: To the Contractor: Larry Mack Richard Castle City of Loveland Electronic Systems International, Inc Page 4 of 6 Form Revised 01/18/2011 Fort Collins -Loveland Airport, 4900 Earhart Road Loveland, CO 80537 Email: mackl@ci.loveland.co.us 12. Special Provisions. of vi4L• 3010 Mallard Drive Colorado Springs, CO 80910-2247 Email: reastle@esicorp.com 13. Time of the Essence. Time is of the essence in performance of the Services and is a significant and material term of this Contract. 14. Miscellaneous. This Contract contains the entire agreement of the parties relating to the subject matter hereof and, except as provided herein, may not be modified or amended except by written agreement of the parties. In the event a court of competent jurisdiction holds any provision of this Contract invalid or unenforceable, such holding shall not invalidate or render unenforceable any other provision of this Contract. The Contractor shall not assign this Contract without the City's prior written consent. This Contract shall be governed by the laws of the State of Colorado, and venue shall be in the County of Latimer, State of Colorado. 15. Electronic Signature. This Contract may be executed by electronic signature in accordance with C.R.S 24-71.3-101 et seq. Signed by the parties on the date written above. ATTEST: ' A �, vV #iClerk APPROVED" ASS/�TKO_ ��FORM: Assistant City Attorney City of Loveland, Colorado By: Title: PUBLIC WOR S DIRECTOR Page 5 of 6 Form Revised 01/18/2011 N City of Fort Collins, Colorado By: Title: P Page 6 of 6 Form Revised 01/18/2011 Contractor By: _ Title: STATE OF �\O\W ) ) ss. COUNTY OF The foreg mst�ru�ent was a ow dged before me thi day of 20N \ by (Insert name of individual signi Notary's half of the Contractor) official signature S <y: t c , . Commission expiration date Page 7 of 6 Form Revised 01/18/2011 EXHIBIT A — SERVICES 48 hours/year of technical services and preventative maintenance to existing security card access system OP ID: SG AIC�ORO' CERTIFICATE OF LIABILITY INSURANCE DAT02123DIYYYV) 2123111 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 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 719-5909990 Six&Geving Insurance, Inc. 719-590-9992 3630 Sinton Road, Suite 200 Colorado Springs, CO 809075034 Randy Geving NCINTACT AJiIEE: Suzanne Storm p/co`Ho Ert:719-86741502 An No: 719-596.9992 EJAAIL six-geving.com PRODUCERSstOrm CUSTOMERIDR ELECT-1 INSURERS) AFFORDING COVERAGE NAICf INSURED Electronic Systems INSURERA: COVerX Corporation International, Inc. INSURER B: Pinnacol Assurance 41190 3010 Mallard Drive INSURER C : Acuity 14184 Colorado Springs, CO 80910-2247 INSURER O INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONSAND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAYHAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR rypE OF INSURANCE ADD. SUBIR POLICY NUMBER MMAOY EFF MMAOYEXP LIMMI GENERALLMBILITY EACH OCCURRENCE $ 1,000,00 PREMISES Eeor;urrence $ 50,00 A X COMMERCIAL GENERAL LIABILITY CLAIMS IADE 7XOCCUR X FMM1024327 01101111 01/01/12 RED EXP(Any one person) $ 5,00 PERSONAL 8 ADV INJURY $ Include GENERAL AG GREGATE $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER. PRODUCTS - COMP/OP AGG $ 2,000,00 POLICY PR� LOC E C AUTOMOBILE LIABILITY ANY AUTO L75668 01101111 01/01112 COMBINED SINGLE LIMIT (E9 BCfiOenN $ 1,000,00 BODILY INXRY(Per person) $ ALL OMEDAUTOS BODILY N,URY(Per wadent) $ I SCHEDULED AUTOS HIRED AUTOS PROPERTY DAMAGE (Peremidenry $ $ NON -OWNED AUTOS UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR CLANS,MADE DEDUCTIBLE $ $ RETENTION $ B WORKERS COMPENSATION AlDEMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNERIEXECUTIVE YIN OFFICERNEMBER EXCLUDED? (Mendrte, In NH) N/A 076606 01101111 01/01/12 X WC STATU- OTH- Y IMIT R E.L. EACH ACCIDENT $ 500,00 E.L. DISEASE -EA EMPLOYEE Is 500,00 I yes, desmbe under DESCRIPTION OF OPERATIONS be. E.L. DISEASE-POLICYLIMR $ 500,00 DESCRIPTION OF OPEMnONS / LOCATIONS / VEHCLES (Addch ACORD 101, Additions Remerkr ScfudulA, If mom spses is nqulnd) RE: City of Loveland and City of Fort Collins are hereby added as additional ins u red with regards general liability coverage. Job: Fort Collins\Loveland Municipal Airport. CILOV-1 City of Loveland City of Fort Collins 4800 Earhart Road Loveland, CO 80538 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE W"� GtI; OO 1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009109) The ACORD name and logo are registered marks of ACORD