06-16-2014 ICS Tolin Mechanical AgreementTown of Avon, Colorado
Independent Contractor Service Agreement
with Tolin Mechanical
This Independent Contractor Service Agreement ( "ICS Agreement ") dated as of June 16, 2014, is
between the Town of Avon, a Colorado home rule community ( "Town ") and Tolin Mechanical
( "Contractor ").
1. Services: Contractor agrees to provide services ( "Services ") as described in the proposal dated
June 9, 2014, with reference number C2 -06- 2014 -71456 (`Proposal ") attached to this ICS
Agreement. To the extent the provisions of this Agreement conflict with the Proposal, the terms of
this ICS Agreement shall control. Contractor shall provide and complete the Services in a
workmanlike fashion. Contractor hereby warrants that it has the workforce, training, experience
and ability necessary to properly complete the Services in a timely fashion. Contractor will comply,
and cause all of its employees, agents and subcontractors to comply, with applicable safety rules
and security requirements while performing the Services.
2. Independent Contractor: The Contractor shall perform the Services as an independent
contractor and shall not be deemed by virtue of this ICS Agreement to have entered into any
partnership, joint venture, employer /employee or other relationship with the Town other than as a
contracting party and independent contractor. The Town shall not be obligated to secure, and shall
not provide, any insurance coverage or employment benefits of any kind or type to or for the
Contractor or the Contractor's employees, sub - consultants, contractors, agents, or representatives,
including coverage or benefits related but not limited to: local, state, or federal income or other tax
contributions; insurance contributions (e.g., FICA); workers' compensation; disability, injury, or
health; professional liability insurance, errors and omissions insurance; or retirement account
contributions.
Commercial Liability Insurance: At all times while the Contractor is rendering Services,
Contractor shall maintain commercial general liability coverage providing bodily injury and property
damage coverage with a combined single limit of at least $1,000,000 and a deductible of not more
than $1,000. Such insurance shall provide that it may not be cancelled without thirty (30) days
prior written notice to the Town. Prior to commencement of the Services, Contractor shall cause
Town to be named as an additional insured and shall provide Town with evidence, acceptable to
Town, that the required insurance is in full force and effect.
4. Payment: Payment for Services shall be due only after the Services are completed to the Town's
satisfaction and after Contractor has submitted an invoice for the amount due complete with the
Contractor's taxpayer identification number or social security number. Town shall pay Contractor
within thirty (30) days after an invoice in proper form is submitted to Town.
5. Illegal Aliens: This ICS Agreement is subject to the provisions of the Illegal Aliens - Public
Contracts for Services Act found at C.R.S. Section 8 -17.5 -101 et seq. By execution of this ICS
Agreement, Contractor certifies that it does not knowingly employ or contract with an illegal alien
who will perform work under this ICS Agreement and that Contractor will participate in either the E-
Verify Program or Department Program in order to confirm the eligibility of all employees who are
Independent Contractor Service Agreement: Tolin Mechanical — June 16, 2014
Page 1 of 3
newly hired for employment to perform work under this ICS Agreement. As used in this Section 5.,
"Department" means the Colorado Department of Labor and Employment.
A. Specifically, Contractor shall not:
(i) Knowingly employ or contract with an illegal alien to perform work under this ICS Agreement;
or
(ii) Enter into a contract with a subcontractor that fails to certify to Contractor that the
subcontractor shall not knowingly employ or contract with an illegal alien to perform work under
this ICS Agreement.
B. Contractor has confirmed the employment eligibility of all employees who are newly hired for
employment to perform work under this ICS Agreement through participation in either the E- Verify
Program or Department Program.
C. Contractor shall not use either the E- Verify Program or Department Program to undertake pre-
employment screening of job applicants while this ICS Agreement is in effect.
D. If Contractor obtains actual knowledge that any of its subcontractors performing work under this
ICS Agreement knowingly employs or contracts with an illegal alien, Contractor shall:
(i) notify the subcontractor and Town, within three (3) days of discovery of such fact, that
Contractor has actual knowledge that the subcontractor is employing or contracting with an
illegal alien; and
(ii) terminate the contract with the subcontractor if, within three (3) days of receiving the notice
required by subpart D.(i) above, the subcontractor does not stop employing or contracting with
the illegal alien; except that Contractor need not terminate the contract with the subcontractor
if, during such three (3) days, the subcontractor provides information establishing that the
subcontractor has not knowingly employed or contracted with an illegal alien.
E. Contractor shall comply with any reasonable request by the Department made in the course of an
investigation that the Department is undertaking pursuant to the authority established in C.R.S.
Section 8- 17.5- 102(5).
F. If Contractor violates any of the provisions of this Section 5., Town shall have the right to terminate
the ICS Agreement for breach of contract and, in such case, Contractor shall be liable to Town for
all actual and consequential damages incurred by Town as a result of such breach and the
termination of this ICS Agreement.
G. Town will notify the Office of the Secretary of State if Contractor violates this provision of this ICS
Agreement and the Town terminates this ICS Agreement for such breach.
6. Town Unilateral Termination: Town may terminate this ICS Agreement without cause upon
delivery of written notice to the Contractor at least thirty (30) days prior to the effective date of
termination or may terminate this ICS Agreement immediately upon delivery of written notice if
Contractor fails to provide the Services in accordance with the terms of this ICS Agreement.
Independent Contractor Service Agreement: Tolin Mechanical — June 16, 2014
Page 2 of 3
7. No Waiver of Governmental Immunity: Nothing in this ICS Agreement shall be construed to
waive, limit, or otherwise modify any governmental immunity that may be available by law to the
Town, its officials, employees, contractors, or agents, or any other person acting on behalf of the
Town and, in particular, governmental immunity afforded or available pursuant to the Colorado
Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes.
8. Affirmative Action: Contractor will not discriminate against any employee or applicant for
employment because of race, color, religion, sex or national origin. Contractor will take affirmative
action to ensure applicants are employed, and employees are treated during employment without
regard to their race, color, religion, sex or national origin. Such action shall include, but not be
limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment
advertising; layoff or termination; rates of pay or other forms of compensation; and selection for
training, including apprenticeship.
9. Limitation of Damages: The parties agree that Contractor's remedies for any claims asserted
against the Town shall be limited to proven direct damages in an amount not to exceed payment
amounts for Services due under the ICS Agreement and that Town shall not be liable for indirect,
incidental, special, consequential or punitive damages, including but not limited to lost profits.
10. Indemnity: To the fullest extent permitted by law, Contractor shall indemnify, defend and hold
harmless Town, its members, affiliates, officers, directors, partners, employees, and agents from
and against all claims, damages, losses and expenses, including but not limited to reasonable
attorney's fees, directly resulting from the performance of the Services, provided that any such
claim, damage, loss or expense is caused by any negligent act or omission of Contractor, anyone
directly or indirectly employed by Contractor or anyone for whose acts Contractor may be liable,
except to the extent any portion is caused in part by a party indemnified hereunder.
11. Governing Law, Venue, and Enforcement: This ICS Agreement shall be governed by and
interpreted according to the law of the State of Colorado. Venue for any action arising under this
ICS Agreement shall be in the appropriate court for Eagle County, Colorado. To reduce the cost of
dispute resolution and to expedite the resolution of disputes under this ICS Agreement, the parties
hereby waive any and all right either may have to request a jury trial in any civil action relating
primarily to the enforcement of this ICS Agreement. The parties agree that the rule that
ambiguities in a contract are to be construed against the drafting party shall not apply to the
interpretation of this ICS Agreement. If there is any conflict between the language of this ICS
Agreement and any exhibit or attachment, the language of this ICS Agreement shall govern.
ICS AGREEMENT READ, UNDERSTOOD AND APPROVED:
TOWN OF AVON CONTRACTOR
BY:
Virginia Egger, T w a gager
BY:_
Mi ael lement, Ge al Manager
Independent Contractor Service Agreement; Tolin Mechanical — June 16, 2014
Page 3 of 3
Tolin Mechanical
Building Efficiency and SusiLdinabillity
�Serviice 7ogic Company
I; 3 A03 115 ;,': -[I C'. Units its A
Cioric CO j
iIJ4
Planned S-,I---,rvjces
June 19, 2014
Prepared for:
Attn: Jim Horsley
Town of Avon
I Lake Street
PO Box 975
Avon, CO 81620
Service Agreement
C2-06-2014-71456
By and Between
Tolin Mechanical
573 Adams Avenue, Units A & B
Silverthorne, CO 80498
(970) 468 -1104
(Also referred to as "Company ")
and Town of Avon
1 Lake Street; PO Box 975
Avon, CO 81620
(Also referred to as "Client ")
Tolin Mechanical will provide the service program detailed below at the following location(s):
• TOWN HALL
• RECREATION CENTER
• HEAT RECOVERY BUILDING
• FLEET MAINTENANCE BUILDING
• MODULAR OFFICE BUILDING
Scope of Services — Planned Services
Tolin Mechanical has customized this program based on the operational requirements of the property. Utilizing the
systems design application, Equipment Inventory, manufacturers recommendations, as well as operational
considerations and our own experience, Tolin Mechanical has customized the following services to meet your
objectives:
0 Operational Assessment
/ Planned Maintenance Services
Planned Maintenance Services include the maintenance activities required to prevent system failures before they
occur and extend the equipment life. The following services include all travel, labor and materials within the scope of
the Planned Maintenance Services program.
Preventive Maintenance
[21 Predictive Maintenance
C2 -06- 2014 -71456
June 19, 2014 2 1 P a g e
Scope of Services
Z. Oaerational Assessment Services
The Agreement includes all travel and jobsite labor, vehicles, living expenses, and materials necessary to test the
existing operations and performance characteristics of the equipment. Inspections in the form of routine visual
inspections and physical testing will be performed to ensure the systems are in the proper operating condition and to
identify any impending system failures.
Ia. Visual Inspections
Tolin Mechanical shall provide a visual inspection of the systems and components included in the Agreement. Typical
inspections include the following:
[7
Bearings
[Z
Crank Case Heaters
[4]
Heating Sections
[
Belts & Sheaves
Electrical Connections &
Alignment On Couplings
Igniter & Flame Assembly
Lubrication Requirements
Refrigerant Charges
Contactors
J❑
Motor Operating Conditions
0
Compressor Sections
Damper Operations
Fan Assemblies
Motor Voltage & Amperage
Motor Mounts & Vibration
Starter Operations
❑� External Interlock
0
oil & Fluid Levels
Pads
M
Condensate Drains & Pans
Outside Air Intakes
Flame Composition
❑J
Seals & Packing
W
Condensing Sections
0
Heat Exchanger
Sight Glass Condition
Heating & Cooling Coils
lb. Physical Tests
Tolin Mechanical shall provide a physical check and /or test the systems and components
included in the Agreement.
Typical checks and /or tests include the following:
Alignment On Couplings
Lubrication Requirements
Refrigerant Charges
4 Control Interlocks
J❑
Motor Operating Conditions
Refrigerant Pump Down
Damper Operations
Motor Voltage & Amperage
Starter Operations
❑� External Interlock
0
oil & Fluid Levels
Suction & Discharge Pressures
Flow Switch Operations
Outside Air Intakes
System Leaks
Flue Stack Assembly
Pressures & Temperatures
0
Water Flows
The Operational Assessment and Analysis activities are related to the equipment outlined in the Equipment Inventory
list attached to this Agreement unless otherwise documented by Town of Avon and Tolin Mechanical.
C2 -06 -2014 -71456
June 19, 2014 31 Page
Z. Planned Maintenance Services
The Agreement includes all travel and jobsite labor, vehicles, and living expenses to perform the Planned Maintenance
Services as described herein. The Agreement includes all consumable materials and supplies such as oil, lubricants,
belts, cleaning supplies, tools and equipment necessary to perform the services.
2a. Preventive Maintenance
Tolin Mechanical shall perform the Preventive Maintenance activities which are essential to ensure the system's
operational efficiency, durability, reliability and safety, performance, conditions and extended equipment life on an
ongoing basis as scheduled within the tasking program with little or no equipment downtime. The tasking program is
customized based on the systems design application, equipment inventory, manufacturer's recommendations, as well
as the operational considerations of the property and our own experience. Typical Preventive Maintenance activities
include:
Calibration: Safety, temperature, operating, humidity, pressure, economizer controls and
equipment /component gauges
Adjustment: Refrigerant charges, purge systems, dampers, valves, un- loaders, belts, fan rpm's,
chemical feeds, gas pressure regulators, combustion air ratios, set points igniter and
flame assemblies
Alignment: Open drive couplings, belt sheaves, pulleys, coil fins and belt drives
Vibration: Damper linkage, fan bearings, axial vane drive, pumps and motors
Secure & Tighten: Motor terminals, control terminals, piping clamps, line fittings, mounting hardware,
electrical connections, equipment panels, motor mounts, damper sections, vibrations
pads and bolts
Cleaning: Control devices, electrical contactors, condenser & evaporator coils, fan blades &
impellers, pilot & burner orifices, heat exchangers, igniters, chiller & boiler tubes,
tower basins, sumps & floats, baffles & fill, nozzles & passages and equipment areas
Painting & Surface As required to help prevent corrosion and deterioration of exterior equipment
Preparation: surfaces
2b. Predictive Maintenance
Tolin Mechanical shall perform the Predictive Maintenance, working in tandem with Preventive Maintenance, to
detect early signs of deteriorating performance and to predict potential system failures. These services diagnose and
solve equipment problems, often before they occur.
C2 -06- 2014 -71456
June 19, 2014 41 Page
Agreement Authorization
This Agreement describes the rights and obligations of Tolin Mechanical and Town of Avon and constitutes the entire
agreement between the parties and shall not be altered except in writing. This Agreement sets forth all of the terms
and conditions binding upon the parties hereto and no person has authority to make any claim, representation,
promise or condition on behalf of Tolin Mechanical which is not expressed herein. Notwithstanding the foregoing, in
the event of any conflict between this Agreement and the IC5 Agreement dated June 16, 2014, the terms of the ICS
Agreement shall control and supersede the terms of this Agreement.
This proposal is the proprietary property of Tolin Mechanical and is provided for Town of Avon's use only. Tolin
Mechanical guarantees the price stated in this Agreement for thirty (30) days from the proposal date above. This
proposal will become a binding Agreement only after acceptance by Town of Avon and approval by an authorized
representative of Tolin Mechanical as evidenced by their signatures.
In addition to the descriptions of the services provided, the following Agreement attachments are included:
• Exhibit One: Equipment Inventory
• Exhibit Two: Special Services /Provisions/Terms
• Exhibit Three: Agreement Terms and Conditions
The initial term of this Agreement will commence on July 1, 2014 and shall continue through June 30, 2016. This
Agreement shall continue in effect from year to year thereafter unless either party gives written notice to the other of
intention not to renew thirty (30) days prior to the anniversary date.
The Agreement price is $11,916.00 per year. This Agreement is payable $2,979.00 per quarter in advance from July 1, 2014
through June 30, 2016.
Tolin Mechanical
Signa re
Michael J. Clement
Name (Type /Print)
General Manager
Title
June 19, 2014
Date
Signature
Name (Type /Print)
Title
Date
Town of Avon
C2 -06- 2014 -71456
June 19, 2014 51 Page
Exhibit One — Equipment Inventory
The responsibilities of the Company shall not be limited to the major components of the equipment listed, but shall
include all appurtenant devices and systems that are related to the equipment (e.g. controls, sensors, compressors,
pumps, fans, etc.)
TOWN HALL
Qty.
System/ Components"
Manufacturer
Model Number
Rating
(Ton /HP)
Name /Location
1
Split System Condensing Unit
Carrier
24ABA34SA0031010
4 Ton
Town Hall - Engineering Office
1
Split System Air Handling Unit
Carrier
CNPHP6024ACAABAA
4 Ton
Town Hall - Engineering Office
1
Split System Condensing Unit
Carrier
38HDF036300
3 Ton
Town Hall - IT /Server Room
1
Split System Air Handling Unit
Carrier
40QNCO36 --- 3
3 Ton
Town Hall - IT /Server Room
1
Split System Condensing Unit
Carrier
38BNBO30311
2.5 Ton
Town Hall - IT /Server Room
1
Split System Air Handling Unit
Carrier
40BNBO30301
2.5 Ton
Town Hall - IT /Server Room
1
Chiller
Trane
CGAEC40GABAOFGTM
CDR
40 Ton
Town Hall
1
Boiler
Lochinvar
CBN0745
745,000 BTU
Town Hall - Snowmelt Boiler
2
Base - Mounted Centrifugal
Pumps
Taco
1611C3N1
FHP
Town Hall - Snowmelt Pump
1
Base - Mounted Centrifugal
Pump
Taco
1635
1 HP
Town Hall - Snowmelt Pump
1
Snowmelt Controller
Tekmar
662
N/A
Town Hall
2
Boilers
Allied
Engineering
SG315 -N -E -M
315,000 BTU
Town Hall - Heating Boiler
2
In -Line Centrifugal Pumps
Grundfos
96411298
1 HP
Town Hall - HW Pump
1
Gas Hot Water Heater
Ruud
G82 -156H
82 Gallon;
124,000 BTU
Town Hall
1
Air Handling Unit
Barry
300- 7000BVA
7,000 CFM
Town Hall - AHU #1
4
Return Fan Motors
FHP
1
Air Handling Unit
Barry
N/A
1,500 CFM
Town Hall - AHU #2
C2 -06- 2014 -71456
June 19, 2014 6 i Pao
Equipment Inventory — Continued
RECREATION CENTER
Qty.
System/ Components'
Manufacturer
Model Number
Rating
(Ton/HP)
Name /Location
1
Packaged A/C Unit
Trane
YHC048A4RHA1L
4 Ton
Recreation Center - RTU #1
1
Compressor
4 Ton
1
Supply Fan Motor
1 HP
1
Condenser Fan Motor
FHP
1
Packaged A/C Unit
Trane
YSC120A4RHA39
10 Ton
Recreation Center - RTU #2
2
Compressors
5 Ton
1
Supply Fan Motor
5 HP
1
Condenser Fan Motor
1/4 HP
1
Packaged A/C Unit
Trane
YSC092A4RHA2FD
101AlB00300
7.5 Ton
Recreation Center - RTU #3
2
Compressors
3.75 Ton
1
Supply Fan Motor
3 HP
1
Condenser Fan Motor
3/ HP
1
Packaged A/C Unit
Trane
YSC072A4RHA08N
6 Ton
Recreation Center - RTU #4
1
Compressor
6 Ton
1
Supply Fan Motor
2 HP
1
Condenser Fan Motor
'/ HP
1
Packaged A/C Unit
Trane
YSC092A4RHA2FD
101A1600
7.5 Ton
Recreation Center - RTU #5
2
Compressors
3.75 Ton
1
Supply Fan Motor
3 HP
1
Condenser Fan Motor
Y. HP
1
Packaged A/C Unit
Trane
YSC102A4RHA2M0
101AlB00300
8.5 Ton
Recreation Center- RTU #6
2
Compressors
4.25 Ton
1
Supply Fan Motor
3 HP
1
Condenser Fan Motor
FHP
1
Packaged A/C Unit
Trane
Y5C036E3RMAOFM
3 Ton
Recreation Center- RTU #7
C2 -06- 2014 -71456
June 19, 2014 7 1 F i
Qty.
System/ Components'
Manufacturer
Model Number
Rating
(Ton /HP)
Name /Location
60L
1
Compressor
3 Ton
1
Supply Fan Motor
FHP
1
Condenser Fan Motor
FHP
1
Make Up Air Unit
Trane
GRCA25GFJEON6K
K3A2A0
Approx.
2,000 CFM
Recreation Center - Rooftop
1
MUA Condensing Unit
Trane
TTA060D400A1
5 Ton
Recreation Center - Rooftop
1
Compressor
5 Ton
1
Condenser Fan Motor
FHP
1
Make Up Air Unit
Trane
MCCA066NAEOOSE
00200
30 HP
Recreation Center - Pool MUA
(lower level)
4
Duct Mounted Unit Heaters
Hastings
SD- 400HME
400, 000 BTU
Recreation Center - Pool MUA
Duct Heaters
1
Exhaust Fan
Trane
N/A
30 HP
Recreation Center- Pool
Exhaust (rooftop)
3
Boilers
Raypak
P -0624
624,000 BTU
Recreation Center - Pool Boiler
1
Boiler
Raypak
C- R266A -EN -C
266,000 BTU
Recreation Center- Spa Boiler
1
Boiler
Raypak
WH2 -0962
962,000 BTU
Recreation Center - Domestic
Water Boiler
2
Combustion Air Fans
Tjernlund
MAC -3
FHP
Recreation Center - Boiler
Combustion Air Fan
1
Base - Mounted Centrifugal
Pump
Pentaire
INTELLIFLO
VS +SVRS
3 HP
Recreation Center - Pl
1
Base - Mounted Centrifugal
Pump
AURORA
2142853
7.5 HP
Recreation Center - P2
1
Base - Mounted Centrifugal
Pump
AURORA
1156041
10 HP
Recreation Center - P3
1
Base - Mounted Centrifugal
Pum p
AURORA
N/A
5 HP
Recreation Center - P4
C2 -06- 2014 -71456
June 19, 2014 81 Page
Qty.
System/ Components'
Manufacturer
Model Number
Rating
(Ton /HP)
Name /Location
1
Base - Mounted Centrifugal
Pump
AURORA
N/A
7.5 HP
Recreation Center - P5
1
Base - Mounted Centrifugal
Pump
GOULDS
PUMPS INC
N/A
7.5 HP
Recreation Center - P6
1
Base - Mounted Centrifugal
Pump
Grundfos
N/A
%= HP
Recreation Center - P7
1
Base - Mounted Centrifugal
Pump
AURORA
2030956
3 HP
Recreation Center - PS
1
Base - Mounted Centrifugal
Pump
Sta Rite
N/A
3 HP
Recreation Center - P9
1
Base - Mounted Centrifugal
Pump
AURORA
A34081
7.5 HP
Recreation Center - P10
1
Base - Mounted Centrifugal
Pump
AURORA
N/A
7.5 HP
Recreation Center - Pli
C2 -06- 2014 -71456
June 19, 2014 9 1 P a g e
Equipment Inventory — Continued
HEAT RECOVERY BUILDING
Qty.
System/ Components'
Manufacturer
Model Number
Rating
Name /Location
(Ton /HP)
Bell &
1
In -Line Centrifugal Pump
80 BFW
1 HP
Heat Recovery Building
Gossett
Bell &
2
In -Line Centrifugal Pumps
80 BFW
1.5 HP
Heat Recovery Building
Gossett
Bell &
5
In -Line Centrifugal Pumps
80 BFW
5 HP
Heat Recovery Building
Gossett
C2 -06- 2014 -71456
June 19, 2014 101 Page
Equipment Inventory — Continued
FLEET MAINTENANCE BUILD
Qty.
System/ Components'
Manufacturer
Model Number
Rating
(Ton /HP)
Name /Location
2
Boilers
Burnham
V1104
667,000 BTU
Fleet Maintenance - Boiler
Room
2
In -Line Centrifugal Pumps
Taco
1611C3N2
FHP
Fleet Maintenance - Boiler
Pumps
2
In -Line Centrifugal Pumps
Taco
1619C3N2
1 HP
Fleet Maintenance - HW Pumps
1
In -Line Centrifugal Pump
Grundfos
UPS40 -240F
1 HP
Fleet Maintenance - HW Pump
1
In -Line Centrifugal Pump
Taco
1633C3N2
1 HP
Fleet Maintenance - Snowmelt
Pump
1
Snowmelt Control
Tekmar
662
N/A
Fleet Maintenance
1
Furnace
Goodman
N/A
Approx.
1,200 CFM
Fleet Maintenance - Boiler
Room
1
Split System Condensing Unit
Goodman
VSX130361DA
3 Ton
Fleet Maintenance - Rooftop
1
Fan Coil Unit
MAGICAIRE
DVW -800
800 CFM
Fleet Maintenance - Boiler
Room
1
Hot Water Heater
Bradford
Whilte
100T883N
100 Gallon;
88,000 BTU
Fleet Maintenance Building —
Boiler Room
1
Make Up Air Unit
Cambridge
M120
4,000 CFM
Fleet Maintenance - Mezzanine
2
Exhaust Fans
Greenheck
GB- 300 -10
Approx. 5 HP
Fleet Maintenance - Rooftop
4
CO Detectors
Macurco
CM -21A
N/A
Fleet Maintenance
C2 -06- 2014 -71456
June 19, 2014 111 rD e
J
Equipment Inventory — Continued
MODULAR BUILDING
Qty.
System / Components'
Manufacturer
Model Number
Rating g
Name /Location
(Ton /
MMBB- 090ABHR-
Approx.
4
Furnaces
Nordyne
Modular Building
06
1,000 CFM
4
Split System Condensing Units
Nordyne
1S5BD -048KA
4 Ton
Modular Building
40 Gallons;
1
Electric Hot Water Heater
Vanguard
6E721
Modular Building
4.5 KW
C2 -06- 2014 -71456
June 19, 2014 12� ?a
Exhibit Two — Special Services /Provisions /Terms
In addition to the service and provisions outlined in the Agreement, the following special services, provisions and
terms will apply to this Agreement:
Town Hall - $2,688 /year
• Boiler preventative maintenance is to be performed once, annually, in the fall.
• Pump preventative maintenance is to be performed once, annually, in the fall.
• Chiller preventative maintenance is to be performed once, annually, in the spring.
• MUA, AHU and IT Room AC split system preventative maintenance is to be performed semi - annually in the
fall and the spring.
Recreation Center- $5,388 /year
• Preventative maintenance on all equipment is to be performed semi - annually in the fall and the spring.
• Boiler combustion analysis and major tune -ups are to be performed once, annually, in the fall.
Heat Recovery Building - $540 /year
• Pump preventative maintenance is to be performed semi - annually in the fall and the spring.
Fleet Maintenance Building - $2,496 /year
• Boiler, pump, snowmelt controls, furnace and FCU preventative maintenance is to be performed once,
annually, in the fall.
• AC preventative maintenance is to be performed once, annually, in the spring.
• CO detector, MUA and exhaust fan preventative maintenance is to be performed semi - annually in the fall and
the spring.
Modular Building - $804 /year
• Furnace and DW heater preventative maintenance is to be performed once, annually in the fall.
• AC preventative maintenance is to be performed once, annually, in the spring.
Labor Rates
Spot service labor rates are as follows:
• Regular time labor- $111.00 /hour
• Over -time labor - $166.50 /hour
• Double -time labor (Sundays and Holidays) - $222.00 /hour
• A $40 truck charge may apply to service calls.
Non - appropriation
Any obligation of the Town of Avon not performed in the current fiscal year shall be subject to annual appropriation of
funds by the Town's governing body. Should sufficient funds not be appropriated for the Town's performance in
future fiscal years this agreement shall terminate and be of no further force or effect.
C2 -06- 2014 -71456
June 19, 2014 131 Page
Exhibit Three — Terms and Conditions
1. Client shall permit Company free and timely access to areas and equipment, and allow Company to start and stop the equipment as necessary to perform required
services. All planned work under this Agreement will be performed during Company's normal working hours.
2. The Agreement price is conditioned upon the system(s) covered being in a maintainable condition. If the initial inspection or initial seasonal start-up indicates repairs
are required, a firm quotation will be submitted for Client's approval. Should Client not authorize the repairs, Company may either remove the unacceptable system(s),
component(s) or part(s) from its scope of responsibility and adjust the annual Agreement price accordingly or cancel this Agreement.
3. In case of failure to perform its obligations under this Agreement, Company's liability is limited to repair or replacement, at its option, and such repair or replacement
shall be Client's sole remedy. This warranty is conditioned upon proper operation and maintenance by Client and shall not apply if the failure is caused or contributed to
by accident, alteration, abuse or misuse, and shall not extend beyond the term of this Agreement.
4. Company may propose adjustment in price by submitting written price adjustments to the Client at least 90 days prior to the Agreement renewal date. Any price
adjustment shall not be effective until the Agreement renewal date.
S. Client shall be responsible for all taxes applicable to the services and /or materials hereunder.
6. Client will promptly pay invoices upon receipt. Should a payment become thirty (30) days or more delinquent, Company may stop all work under this Agreement
without notice and /or cancel this Agreement and the entire Agreement amount shall become due and payable immediately upon demand.
7. Company reserves the right to subcontract all or portions of this Agreement.
8. Excluded from this Agreement, unless otherwise stated herein, are repairs or replacement of items not normally mechanically maintainable such as, but not limited to,
ductwork, boiler shell and tubes, cabinets, fan blades, fan wheels, fan shrouds /housing, boiler refractory material, heat exchangers, electric heat elements, main power
service, electrical disconnects, conduit and wiring, piping, tube bundles, valve bodies, coils, structural supports, storage tanks, casings, fixtures, grillage and tower fill.
9. Services (labor and /or materials) provided under this Agreement involving services not included within the scope of this Agreement will become an extra charge and
invoiced separately from the sum stated in this Agreement.
10. Company will not be required to move, replace or alter any part of the building structure in the performance of this Agreement.
11. This Agreement does not include responsibility for operation of the system, design of the system, obsolescence, safety testing directed or required by any
agency /company /person or organization, water /air balancing, internal devices within the duct systems, ductwork insulation, cleaning the interior of ductwork,
fire /smoke dampers, removal and reinstallation of valve bodies and dampers, repair or replacement necessitated by freezing weather, electrical power failure, low
voltage /inadequate power, burned -out main or branch fuses, low water pressure, water treatment provided by others, water condition, vandalism, misuse or abuse of
the system(s), selection of domestic hot water temperatures, electrolysis, negligence of others (including Client), failure of Clientto properly operate the system(s),
requirements of governmental, regulatory or insurance agencies, or other causes beyond control of Company unless specifically stated otherwise herein.
12. Company expressly disclaims any and all responsibility and liability for the indoor air quality of the Client's facility.
13. If a trouble call is made at Client's request and inspection indicates a condition which is not covered under this Agreement, Company may charge Client at the rate
then in effect for such services.
14. Company shall not be liable for any delay, loss, damage or detention caused by unavailability of machinery, equipment or materials, delay or carriers, strikes,
including those by Company's employees, lockouts, civil or military authority, priority regulations, insurrection or riot, action of the elements, forces of nature, or during
a period of the Client being on credit hold or by any cause beyond its control.
15. Client shall make available to Company's personnel all pertinent Material Safety Data Sheets (MSDS) pursuant to OSHA's Hazard Communication Standard
Regulations.
16. Company's obligation under this proposal and any subsequent contract does not include the identification, abatement or removal of any asbestos products or any
other toxic or hazardous wastes or materials, or any fungus(es) or spore(s); substance, vapor or gas produced by or arising out of any fungus(es) or spore(s); or any
material, product, building component or structure that contains, harbors, nurtures or acts as a medium for any fungus(es) or spore(s). In the event such substances,
wastes and materials are encountered, Company's sole obligation will be to notify the Owner of their existence. Company shall have the right thereafter to suspend its
work until such substances, wastes or materials and the resultant hazards are removed. The time for completion of the work shall be extended to the extent caused by
the suspension and the contract price equitably adjusted.
17. To the fullest extent permitted by law, Client shall indemnify, defend and hold harmless Company, its members, affiliates, officers, directors, partners, employees,
and agents from and against all claims, damages, losses and expenses, including but not limited to reasonable attorney's fees, arising out of the performance of the
services in the Agreement, provided that any such claim, damage, loss or expense is caused by any negligent act or omission of Client, anyone directly or indirectly
employed by Client or anyone for whose acts Client may be liable, except to the extent any portion is caused in part by a party indemnified hereunder.
18. Limited Warranty: Company warrants that the work performed hereunder shall be done in a workmanlike manner and shall be ofworkmanlike quality. Company has
not given any other express or implied warranty, including any implied warranty or merchantability or fitness for a particular purpose. Company's liability depends upon
proper operation and maintenance by Client. Company is not liable if the defect or failure is caused, or contributed to, by accident, alteration or abuse by Client or
others. Company's liability does not extend beyond the termination date of this Agreement. Company shall not be responsible, under any legal theory, for loss of profit of
use, claims from Client's clients, or any special, indirect or consequential damages.
19. If and in the event either party (hereinafter referred to as the "Defaulting Party") fails or refuses to perform any of the terms and conditions, covenants, and
agreements of this Agreement, or otherwise defaults in the performance hereof, the other party (hereinafter referred to as the "Insecure Party") shall be deemed to
have sufficient cause to suspend or terminate service under this Agreement. The Insecure Party shall submit written notice to the Defaulting Party of intent to terminate
this Agreement for default, and shall grant the Defaulting Party a thirty (30) day cure period from the date of receipt of such notice to correct failures thereof, and shall
within three (3) days of such notice properly and effectively and continuously proceed with the rectification of the failures. If and in the event the Defaulting Party has
not corrected the default specified in the Insecure Party's written notice within said cure period, this Agreement shall terminate as of the expiration of the thirty (30) day
cure period without prejudice to any other rights and remedies the Insecure Party may have under law.
20. This Agreement may be terminated by either party upon the occurrence of any one of the following events upon giving at least thirty (30) days prior written notice.
A. A transfer of title to the building.
R. Damage or destruction to the building which cannot be reasonably repaired within 12D days.
C. A taking in condemnation or a deed in lieu thereof to a substantial portion to the building.
21. Company's responsibility under this Agreement does not include real estate taxes, real property services, sales /use taxes, or any other taxes not specifically Identified
within this Agreement.
22. Client acknowledges that Company has substantially invested in the career development of the associates in their employ. In consideration of Company's investment,
Client agrees to compensate Company in the amount of $10,000.00 per employee should Client directly or indirectly employ or cause to be employed any Company
associate within one year of the expiration or termination of this Agreement.
C2 -06- 2014 -71456
June 19, 2014 141 Page
Town of Avon, Colorado
Independent Contractor Service Agreement
with Tolin Mechanical
This Independent Contractor Service Agreement ( "ICS Agreement ") dated as of June 16, 2014, is
between the Town of Avon, a Colorado home rule community ( "Town ") and Tolin Mechanical
( "Contractor ").
Services: Contractor agrees to provide services ( "Services ") as described in the proposal dated
June 9, 2014, with reference number C2 -06- 2014 -71456 ( "Proposal ") attached to this ICS
Agreement. To the extent the provisions of this Agreement conflict with the Proposal, the terms of
this ICS Agreement shall control. Contractor shall provide and complete the Services in a
workmanlike fashion. Contractor hereby warrants that it has the workforce, training, experience
and ability necessary to properly complete the Services in a timely fashion. Contractor will comply,
and cause all of its employees, agents and subcontractors to comply, with applicable safety rules
and security requirements while performing the Services.
2. Independent Contractor: The Contractor shall perform the Services as an independent
contractor and shall not be deemed by virtue of this ICS Agreement to have entered into any
partnership, joint venture, employer /employee or other relationship with the Town other than as a
contracting party and independent contractor. The Town shall not be obligated to secure, and shall
not provide, any insurance coverage or employment benefits of any kind or type to or for the
Contractor or the Contractor's employees, sub - consultants, contractors, agents, or representatives,
including coverage or benefits related but not limited to: local, state, or federal income or other tax
contributions; insurance contributions (e.g., FICA); workers' compensation; disability, injury, or
health; professional liability insurance, errors and omissions insurance; or retirement account
contributions.
3. Commercial Liability Insurance: At all times while the Contractor is rendering Services,
Contractor shall maintain commercial general liability coverage providing bodily injury and property
damage coverage with a combined single limit of at least $1,000,000 and a deductible of not more
than $1,000. Such insurance shall provide that it may not be cancelled without thirty (30) days
prior written notice to the Town. Prior to commencement of the Services, Contractor shall cause
Town to be named as an additional insured and shall provide Town with evidence, acceptable to
Town, that the required insurance is in full force and effect.
4. Payment: Payment for Services shall be due only after the Services are completed to the Town's
satisfaction and after Contractor has submitted an invoice for the amount due complete with the
Contractor's taxpayer identification number or social security number. Town shall pay Contractor
within thirty (30) days after an invoice in proper form is submitted to Town,
5. Illegal Aliens: This ICS Agreement is subject to the provisions of the Illegal Aliens - Public
Contracts for Services Act found at C.R.S. Section 8- 17.5 -101 of seq. By execution of this ICS
Agreement, Contractor certifies that it does not knowingly employ or contract with an illegal alien
who will perform work under this ICS Agreement and that Contractor will participate in either the E-
Verify Program or Department Program in order to confirm the eligibility of all employees who are
Independent Contractor Service Agreement: Tolin Mechanical — June 16, 2014
Pagel 03
newly hired for employment to perform work under this ICS Agreement. As used in this Section 5.,
"Department" means the Colorado Department of Labor and Employment.
A. Specifically, Contractor shall not:
(i) Knowingly employ or contract with an illegal alien to perform work under this ICS Agreement;
or
(ii) Enter into a contract with a subcontractor that fails to certify to Contractor that the
subcontractor shall not knowingly employ or contract with an illegal alien to perform work under
this ICS Agreement.
B. Contractor has confirmed the employment eligibility of all employees who are newly hired for
employment to perform work under this ICS Agreement through participation in either the E- Verify
Program or Department Program.
C. Contractor shall not use either the E- Verify Program or Department Program to undertake pre-
employment screening of job applicants while this ICS Agreement is in effect.
D. If Contractor obtains actual knowledge that any of its subcontractors performing work under this
ICS Agreement knowingly employs or contracts with an illegal alien, Contractor shall:
(i) notify the subcontractor and Town, within three (3) days of discovery of such fact, that
Contractor has actual knowledge that the subcontractor is employing or contracting with an
illegal alien; and
(ii) terminate the contract with the subcontractor if, within three (3) days of receiving the notice
required by subpart D.(i) above, the subcontractor does not stop employing or contracting with
the illegal alien; except that Contractor need not terminate the contract with the subcontractor
if, during such three (3) days, the subcontractor provides information establishing that the
subcontractor has not knowingly employed or contracted with an illegal alien.
E. Contractor shall comply with any reasonable request by the Department made in the course of an
investigation that the Department is undertaking pursuant to the authority established in C.R.S.
Section 8- 17.5- 102(5).
F. If Contractor violates any of the provisions of this Section 5., Town shall have the right to terminate
the ICS Agreement for breach of contract and, in such case, Contractor shall be liable to Town for
all actual and consequential damages incurred by Town as a result of such breach and the
termination of this ICS Agreement.
G. Town will notify the Office of the Secretary of State if Contractor violates this provision of this ICS
Agreement and the Town terminates this ICS Agreement for such breach.
6. Town Unilateral Termination: Town may terminate this ICS Agreement without cause upon
delivery of written notice to the Contractor at least thirty (30) days prior to the effective date of
termination or may terminate this ICS Agreement immediately upon delivery of written notice if
Contractor fails to provide the Services in accordance with the terms of this ICS Agreement,
Independent Contractor Service Agreement: Tolin Mechanical — June 16, 2014
Page 2 of 3
7. No Waiver of Governmental Immunity: Nothing in this ICS Agreement shall be construed to
waive, limit, or otherwise modify any governmental immunity that may be available by law to the
Town, its officials, employees, contractors, or agents, or any other person acting on behalf of the
Town and, in particular, governmental immunity afforded or available pursuant to the Colorado
Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes,
8. Affirmative Action: Contractor will not discriminate against any employee or applicant for
employment because of race, color, religion, sex or national origin. Contractor will take affirmative
action to ensure applicants are employed, and employees are treated during employment without
regard to their race, color, religion, sex or national origin. Such action shall include, but not be
limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment
advertising; layoff or termination; rates of pay or other forms of compensation; and selection for
training, including apprenticeship.
9. Limitation of Damages: The parties agree that Contractor's remedies for any claims asserted
against the Town shall be limited to proven direct damages in an amount not to exceed payment
amounts for Services due under the ICS Agreement and that Town shall not be liable for indirect,
incidental, special, consequential or punitive damages, including but not limited to lost profits.
10. Indemnity: To the fullest extent permitted by law, Contractor shall indemnify, defend and hold
harmless Town, its members, affiliates, officers, directors, partners, employees, and agents from
and against all claims, damages, losses and expenses, including but not limited to reasonable
attorney's fees, directly resulting from the performance of the Services, provided that any such
claim, damage, loss or expense is caused by any negligent act or omission of Contractor, anyone
directly or indirectly employed by Contractor or anyone for whose acts Contractor may be liable,
except to the extent any portion is caused in part by a party indemnified hereunder.
11. Governing Law, Venue, and Enforcement: This ICS Agreement shall be governed by and
interpreted according to the law of the State of Colorado. Venue for any action arising under this
ICS Agreement shall be in the appropriate court for Eagle County, Colorado. To reduce the cost of
dispute resolution and to expedite the resolution of disputes under this ICS Agreement, the parties
hereby waive any and all right either may have to request a jury trial in any civil action relating
primarily to the enforcement of this ICS Agreement. The parties agree that the rule that
ambiguities in a contract are to be construed against the drafting party shall not apply to the
interpretation of this ICS Agreement. If there is any conflict between the language of this ICS
Agreement and any exhibit or attachment, the language of this ICS Agreement shall govern.
ICS AGREEMENT READ, UNDERSTOOD AND APPROVED:
I U1'1<1► e]Is1VL81►
BY:
Virginia Egger, T wi nager
CONTRACTOR
BY:
My, a l lement, Ge al Manager
Independent Contractor Service Agreement: Tolin Mechanical — June 16, 2014
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