HomeMy WebLinkAbout263373 ELECTRONIC SYSTEMS INTERNATIONAL INC - CONTRACT - RFP - 8462 PFA ELECTRONIC ACCESS SYSTEMService Agreement – Work Order Type
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SERVICES AGREEMENT
WORK ORDER TYPE
THIS AGREEMENT made and entered into the day and year set forth below, by and
between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter
referred to as the "City" as agent, on behalf of the Poudre Fire Authority (PFA), and
ELECTRONIC SYSTEMS INTERNATIONAL INC., hereinafter referred to as "Service Provider".
WITNESSETH:
In consideration of the mutual covenants and obligations herein expressed, it is agreed by
and between the parties hereto as follows:
1. Services to be Performed.
a. This Agreement shall constitute the basic agreement between the parties for services
for 8462 PFA Electronic Access System. The conditions set forth herein shall apply to
all services performed by the Service Provider on behalf of the City and/or PFA and
particularly described in Work Orders agreed upon in writing by the parties from time to
time. Such Work Orders, a sample of which is attached hereto as Exhibit "A",
consisting of one (1) page and incorporated herein by this reference, shall include a
description of the services to be performed, the location and time for performance, the
amount of payment, any materials to be supplied by the City and/or PFA and any other
special circumstances relating to the performance of services. No Work Order shall
exceed $100,000. A general scope of services is attached hereto as Exhibit “B”,
consisting of six (6) pages, and incorporated herein by this reference.
The only services authorized under this Agreement are those which are performed
after receipt of such Work Order, except in emergency circumstances where oral work
requests may be issued. Oral requests for emergency actions will be confirmed by
issuance of a written Work Order within two (2) working days. Irrespective of
references in Exhibit A to certain named third parties, Service Provider shall be solely
responsible for performance of all duties hereunder.
b. The City and/or PFA may, at any time during the term of a particular Work Order and
without invalidating the Agreement, make changes within the general scope of the
particular services assigned and the Service Provider agrees to perform such changed
services.
2. Changes in the Work. The City and/or PFA reserves the right to independently bid any
services rather than issuing work to the Service Provider pursuant to this Agreement.
Nothing within this Agreement shall obligate the City and/or PFA to have any particular
service performed by the Service Provider.
3. Time of Commencement and Completion of Services. The services to be performed
pursuant to this Agreement shall be initiated as specified by each written Work Order or
oral emergency service request. Oral emergency service requests will be acted upon
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without waiting for a written Work Order. Time is of the essence.
4. Contract Period. This Agreement shall commence April 1, 2017 and shall continue in full
force and effect until March 31, 2017, unless sooner terminated as herein provided. In
addition, at the option of the City and/or PFA, the Agreement may be extended for
additional one year periods not to exceed four (4) additional one year periods. Renewals
and pricing changes shall be negotiated by and agreed to by both parties. Written notice
of renewal shall be provided to the Service Provider and mailed no later than thirty (30)
days prior to contract end.
5. Delay. If either party is prevented in whole or in part from performing its obligations by
unforeseeable causes beyond its reasonable control and without is fault or negligence,
then the party so prevented shall be excused from whatever performance is prevented by
such cause. To the extent that the performance is actually prevented, the Service
Provider must provide written notice to the City and/or PFA of such condition within fifteen
(15) days from the onset of such condition.
6. Early Termination by City and/or PFA/Notices. Notwithstanding the time periods contained
herein, the City and/or PFA may terminate this Agreement at any time without cause by
providing written notice of termination to the Service Provider. Such notice shall be mailed
at least fifteen (15) days prior to the termination date contained in said notice unless
otherwise agreed in writing by the parties. All notices provided under this Agreement shall
be effective when mailed, postage prepaid and sent to the following address:
Service Provider: PFA: Copy to:
Electronic Systems International
Inc.
Attn: Richard Castle
3100 Mallard Drive
Colorado Springs, CO 80910
Poudre Fire Authority
Attn: Gary Nuckols
102 Remington Street
Fort Collins, CO 80524
City of Fort Collins
Attn: Purchasing Dept.
PO Box 580
Fort Collins, CO 80522
In the event of early termination by the City and/or PFA, the Service Provider shall be paid
for services rendered to the termination date, subject only to the satisfactory performance
of the Service Provider's obligations under this Agreement. Such payment shall be the
Service Provider's sole right and remedy for such termination.
7. Contract Sum. This is an open-end indefinite quantity Agreement with no fixed price. The
actual amount of work to be performed will be stated on the individual Work Orders. The
City and/or PFA makes no guarantee as to the number of Work Orders that may be issued
or the actual amount of services which will in fact be requested.
8. Payments.
a. The City and/or PFA agrees to pay and the Service Provider agrees to accept as full
payment for all work done and all materials furnished and for all costs and expenses
incurred in performance of the work the sums set forth for the hourly labor rate and
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material costs, with markups, stated within the Bid Schedule Proposal Form, attached
hereto as Exhibit "B", consisting of six (6) pages, and incorporated herein by this
reference.
Payment shall be made by the City and/or PFA only upon acceptance of the work by
the City and/or PFA and upon the Service Provider furnishing satisfactory evidence of
payment of all wages, taxes, supplies and materials, and other costs incurred in
connection with the performance of such work.
9. City and/or PFA Representative. The City and/or PFA's representative will be shown on
the specific Work Order and shall make, within the scope of his or her authority, all
necessary and proper decisions with reference to the work requested. All requests
concerning this Agreement shall be directed to the City and/or PFA Representative.
10. Independent Contractor. It is agreed that in the performance of any services hereunder,
the Service Provider is an independent contractor responsible to the City and/or PFA only
as to the results to be obtained in the particular work assignment and to the extent that the
work shall be done in accordance with the terms, plans and specifications furnished by the
City and/or PFA.
11. Subcontractors. Service Provider may not subcontract any of the Work set forth in the
Exhibit A, Statement of Work without the prior written consent of the City and/or PFA,
which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder
(with the consent of the City and/or PFA), then the following provisions shall apply: (a) the
subcontractor must be a reputable, qualified firm with an established record of successful
performance in its respective trade performing identical or substantially similar work, (b)
the subcontractor will be required to comply with all applicable terms of this Agreement, (c)
the subcontract will not create any contractual relationship between any such
subcontractor and the City and/or PFA, nor will it obligate the City and/or PFA to pay or
see to the payment of any subcontractor, and (d) the work of the subcontractor will be
subject to inspection by the City and/or PFA to the same extent as the work of the Service
Provider.
12. Personal Services. It is understood that the City and/or PFA enters into the Agreement
based on the special abilities of the Service Provider and that this Agreement shall be
considered as an agreement for personal services. Accordingly, the Service Provider shall
neither assign any responsibilities nor delegate any duties arising under the Agreement
without the prior written consent of the City and/or PFA.
13. Acceptance Not Waiver. The City and/or PFA's approval or acceptance of, or payment
for any of the services shall not be construed to operate as a waiver of any rights under
the Agreement or of any cause of action arising out of the performance of this Agreement.
14. Warranty.
a. Service Provider warrants that all work performed hereunder shall be performed with
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the highest degree of competence and care in accordance with accepted standards for
work of a similar nature.
b. Unless otherwise provided in the Agreement, all materials and equipment incorporated
into any work shall be new and, where not specified, of the most suitable grade of their
respective kinds for their intended use, and all workmanship shall be acceptable to
City and/or PFA.
c. Service Provider warrants all equipment, materials, labor and other work, provided
under this Agreement, except City and/or PFA-furnished materials, equipment and
labor, against defects and nonconformances in design, materials and
workmanship/workwomanship for a period beginning with the start of the work and
ending twelve (12) months from and after final acceptance under the Agreement,
regardless whether the same were furnished or performed by Service Provider or by
any of its subcontractors of any tier. Upon receipt of written notice from City and/or
PFA of any such defect or nonconformances, the affected item or part thereof shall be
redesigned, repaired or replaced by Service Provider in a manner and at a time
acceptable to City and/or PFA.
15. Default. Each and every term and condition hereof shall be deemed to be a material
element of this Agreement. In the event either party should fail or refuse to perform
according to the terms of this Agreement, such party may be declared in default thereof.
16. Remedies. In the event a party has been declared in default, such defaulting party shall
be allowed a period of ten (10) days within which to cure said default. In the event the
default remains uncorrected, the party declaring default may elect to (a) terminate the
Agreement and seek damages; (b) treat the Agreement as continuing and require specific
performance; or (c) avail himself of any other remedy at law or equity. If the non-
defaulting party commences legal or equitable actions against the defaulting party, the
defaulting party shall be liable to the non-defaulting party for the non-defaulting party's
reasonable attorney fees and costs incurred because of the default.
17. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire
Agreement between the parties and shall be binding upon said parties, their officers,
employees, agents and assigns and shall inure to the benefit of the respective survivors,
heirs, personal representative, successors and assigns of said parties.
18. Indemnity/Insurance.
a. The Service Provider agrees to indemnify and save harmless the City and/or PFA, its
officers, agents and employees against and from any and all actions, suits, claims,
demands or liability of any character whatsoever, brought or asserted for injuries to or
death of any person or persons, or damages to property arising out of, result from or
occurring in connection with the performance of any service hereunder.
b. The Service Provider shall take all necessary precautions in performing the work
hereunder to prevent injury to persons and property.
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c. Without limiting any of the Service Provider's obligations hereunder, the Service
Provider shall provide and maintain insurance coverage naming the City and/or PFA
as an additional insured under this Agreement of the type and with the limits specified
within Exhibit "C", consisting of one (1) page, attached hereto and incorporated herein
by this reference. The Service Provider before commencing services hereunder shall
deliver to the City's Purchasing Director, P. O. Box 580, Fort Collins, Colorado 80522
one copy of a certificate evidencing the insurance coverage required from an
insurance company acceptable to the City and/or PFA.
19. Entire Agreement. This Agreement, along with all Exhibits and other documents
incorporated herein, shall constitute the entire Agreement of the parties. Covenants or
representations not contained in this Agreement shall not be binding on the parties.
20. Law/Severability. This Agreement shall be governed in all respect by the laws of the State
of Colorado. In the event any provision of this Agreement shall be held invalid or
unenforceable by any court of competent jurisdiction such holding shall not invalidate or
render unenforceable any other provision of this Agreement.
21. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et.
seq., Service Provider represents and agrees that:
a. As of the date of this Agreement:
1) Service Provider does not knowingly employ or contract with an illegal alien who
will perform work under this Agreement; and
2) Service Provider will participate in either the e-Verify program created in Public
Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th
Congress, as amended, administered by the United States Department of
Homeland Security (the “e-Verify Program”) or the Department Program (the
“Department Program”), an employment verification program established pursuant
to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of
all newly hired employees to perform work under this Agreement.
b. Service Provider shall not knowingly employ or contract with an illegal alien to perform
work under this Agreement or knowingly enter into a contract with a subcontractor that
knowingly employs or contracts with an illegal alien to perform work under this
Agreement.
c. Service Provider is prohibited from using the e-Verify Program or Department Program
procedures to undertake pre-employment screening of job applicants while this
Agreement is being performed.
d. If Service Provider obtains actual knowledge that a subcontractor performing work
under this Agreement knowingly employs or contracts with an illegal alien, Service
Provider shall:
1) Notify such subcontractor and the City and/or PFA within three days that Service
Provider has actual knowledge that the subcontractor is employing or contracting
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with an illegal alien; and
2) Terminate the subcontract with the subcontractor if within three days of receiving
the notice required pursuant to this section the subcontractor does not cease
employing or contracting with the illegal alien; except that Service Provider shall
not terminate the contract with the subcontractor if during such three days the
subcontractor provides information to establish that the subcontractor has not
knowingly employed or contracted with an illegal alien.
e. Service Provider shall comply with any reasonable request by the Colorado
Department of Labor and Employment (the “Department”) made in the course of an
investigation that the Department undertakes or is undertaking pursuant to the
authority established in Subsection 8-17.5-102 (5), C.R.S.
f. If Service Provider violates any provision of this Agreement pertaining to the duties
imposed by Subsection 8-17.5-102, C.R.S. the City and/or PFA may terminate this
Agreement. If this Agreement is so terminated, Service Provider shall be liable for
actual and consequential damages to the City and/or PFA arising out of Service
Provider’s violation of Subsection 8-17.5-102, C.R.S.
g. The City and/or PFA will notify the Office of the Secretary of State if Service Provider
violates this provision of this Agreement and the City and/or PFA terminates the
Agreement for such breach.
22. Special Provisions. Special provisions or conditions relating to the services to be
performed pursuant to this Agreement are set forth in Exhibit “D” - Confidentiality,
consisting of one (1) page, attached hereto and incorporated herein by this reference.
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THE CITY OF FORT COLLINS, COLORADO
By:
Gerry Paul
Purchasing Director
DATE:
POUDRE FIRE AUTHORITY
By: _________________________________
Tom DeMint, Fire Chief
Date: ______________________________
ATTEST:
APPROVED AS TO FORM:
ELECTRONIC SYSTEMS INTERNATIONAL INC.
By:
Printed:
Title:
CORPORATE PRESIDENT OR VICE PRESIDENT
Date:
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EXHIBIT A
WORK ORDER FORM
PURSUANT TO AN AGREEMENT BETWEEN
POUDRE FIRE AUTHORITY/ THE CITY OF FORT COLLINS
AND
ELECTRONIC SYSTEMS INTERNATIONAL INC.
AGREEMENT DATED: April 1, 2017
Work Order Number:
Purchase Order Number:
Project Title: 8462 PFA Electronic Access System
Commencement Date:
Completion Date:
Maximum Fee: (time and reimbursable direct costs):
Project Description:
Scope of Services:
Service Provider agrees to perform the
services identified above and on the attached
forms in accordance with the terms and
conditions contained herein and in the
Services Agreement between the parties. In
the event of a conflict between or ambiguity in
the terms of the Services Agreement and this
Work Order (including the attached forms) the
Services Agreement shall control.
The attached forms consisting of ___ (_)
pages are hereby accepted and incorporated
herein, by this reference, and Notice to
Proceed is hereby given.
SERVICE PROVIDER
By:_______________________________
Date:_____________________________
POUDRE FIRE AUTHORITY/ CITY OF
FORT COLLINS
By:_________________________________
Project Manager
Date: ______________________________
By: _______________________________
Gerry Paul
Purchasing Director (over $60,000.00)
Date: ____________________________
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EXHBIT B
SCOPE OF WORK & COMPENSATION
1.Specifications:
Continental CICP2800 ACCELATERM 8 door control panels (cut sheet attached)
HID CICR2364P card readers (cut sheet attached)
Altronix AL175ULX power supplies (cut sheet attached)
Hardware as required by door
Training Syllabus
Training Process
Training on the Continental Instruments CA3000 Software will be performed by ESI for a period
of 4 hours at the customer site in Fort Collins
Training Objective
ESI will provide the end user with a comprehensive overview of the system components and
the software.
System Structure
Training shall be coordinated with the operation manual supplied by Continental Instruments.
Additional Training and System Help
Customer will be provided with additional information accessible via the internet on addition
training videos and contacts for service contacts.
2. Delivery:
4 weeks after award
3. Assigned Personnel:
Richard Castle, President; design, install and service, security, CCTV, fire alarm, sound
phone & data, and audio visual systems; 37 years experience, 35 years employment
Michael Ames, Corporate Director; design, install and service security, CCTV, fire alarm,
sound phone & data, and audio visual systems; 30 years experience, 26 years employment
Brandon Collins, Technician; install and service fire alarm, sound, security, CCTV, phone &
data, and audio visual systems, 12 years experience, 9 years employment
Trevor Ames, Technician; install and service fire alarm, sound, security, CCTV, phone &
data, and audio visual systems, 9 years experience, 9 years employment
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4. Cost and Warranty:
Administration Building: $6,200
Station 1: $3,960
Station 2: $3,960
Station 3: $3,960
Station 4: $3,960
Station 5: $6,300
Station 6: $3,960
Station 7: $5,600
Station 9: $3,960
Station 10: $3,960
Station 11: $3,960
Station 12: $3,960
Station 14: $3,960
Total Cost all Stations: $57,700
Material Mark Up Cost 15%
No Subcontractors will be used
Labor Rates: Technician $95.00/hour
Warranty is that of the manufacturer, but at a minimum (1) year for material and workmanship
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EXHIBIT C
INSURANCE REQUIREMENTS
1. The Service Provider will provide, from insurance companies acceptable to the City
and/or PFA, the insurance coverage designated hereinafter and pay all costs. Before
commencing work under this bid, the Service Provider shall furnish the City and/or PFA
with certificates of insurance showing the type, amount, class of operations covered,
effective dates and date of expiration of policies, and containing substantially the
following statement:
“The insurance evidenced by this Certificate will not reduce coverage or limits and
will not be cancelled, except after thirty (30) days written notice has been received
by the City of Fort Collins and Poudre Fire Authority.”
In case of the breach of any provision of the Insurance Requirements, the City and/or
PFA, at its option, may take out and maintain, at the expense of the Service Provider,
such insurance as the City and/or PFA may deem proper and may deduct the cost of
such insurance from any monies which may be due or become due the Service Provider
under this Agreement. The City and/or PFA, its officers, agents and employees shall be
named as additional insureds on the Service Provider 's general liability and automobile
liability insurance policies for any claims arising out of work performed under this
Agreement.
2. Insurance coverages shall be as follows:
A. Workers' Compensation & Employer's Liability. The Service Provider shall
maintain during the life of this Agreement for all of the Service Provider's
employees engaged in work performed under this Agreement:
1. Workers' Compensation insurance with statutory limits as required by
Colorado law.
2. Employer's Liability insurance with limits of $100,000 per accident,
$500,000 disease aggregate, and $100,000 disease each employee.
B. Commercial General & Vehicle Liability. The Service Provider shall maintain
during the life of this Agreement such commercial general liability and automobile
liability insurance as will provide coverage for damage claims of personal injury,
including accidental death, as well as for claims for property damage, which may
arise directly or indirectly from the performance of work under this Agreement.
Coverage for property damage shall be on a "broad form" basis. The amount of
insurance for each coverage, Commercial General and Vehicle, shall not be less
than $1,000,000 combined single limits for bodily injury and property damage.
In the event any work is performed by a subcontractor, the Service Provider shall
be responsible for any liability directly or indirectly arising out of the work
performed under this Agreement by a subcontractor, which liability is not covered
by the subcontractor's insurance.
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EXHIBIT D
CONFIDENTIALITY
IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) and Poudre
Fire Authority (the “PFA”) pursuant to this Agreement (the “Agreement”), the Service Provider
hereby acknowledges that it has been informed that the City and/or PFA has established
policies and procedures with regard to the handling of confidential information and other
sensitive materials.
In consideration of access to certain information, data and material (hereinafter individually and
collectively, regardless of nature, referred to as “information”) that are the property of and/or
relate to the City and/or PFA or its employees, customers or suppliers, which access is related
to the performance of services that the Service Provider has agreed to perform, the Service
Provider hereby acknowledges and agrees as follows:
That information that has or will come into its possession or knowledge in connection with the
performance of services for the City and/or PFA may be confidential and/or proprietary. The
Service Provider agrees to treat as confidential (a) all information that is owned by the City
and/or PFA, or that relates to the business of the City and/or PFA, or that is used by the City
and/or PFA in carrying on business, and (b) all information that is proprietary to a third party
(including but not limited to customers and suppliers of the City and/or PFA). The Service
Provider shall not disclose any such information to any person not having a legitimate need-to-
know for purposes authorized by the City and/or PFA. Further, the Service Provider shall not
use such information to obtain any economic or other benefit for itself, or any third party, except
as specifically authorized by the City and/or PFA.
The foregoing to the contrary notwithstanding, the Service Provider understands that it shall
have no obligation under this Agreement with respect to information and material that (a)
becomes generally known to the public by publication or some means other than a breach of
duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed,
provided that the request for such disclosure is proper and the disclosure does not exceed that
which is required. In the event of any disclosure under (b) above, the Service Provider shall
furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and
shall promptly advise the City and/or PFA in writing of each such disclosure.
In the event that the Service Provider ceases to perform services for the City and/or PFA, or the
City and/or PFA so requests for any reason, the Service Provider shall promptly return to the
City and/or PFA any and all information described hereinabove, including all copies, notes
and/or summaries (handwritten or mechanically produced) thereof, in its possession or control
or as to which it otherwise has access.
The Service Provider understands and agrees that the City and/or PFA’s remedies at law for a
breach of the Service Provider’s obligations under this Confidentiality Agreement may be
inadequate and that the City and/or PFA shall, in the event of any such breach, be entitled to
seek equitable relief (including without limitation preliminary and permanent injunctive relief and
specific performance) in addition to all other remedies provided hereunder or available at law.
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