HomeMy WebLinkAbout20213522.tiffRESOLUTION
RE: APPROVE ASSIGNMENT OF SERVICE CONTRACT FROM CUSHMAN AND
WAKEFIELD U.S., INC., TO FACILITIES DEPARTMENT FOR PROPERTY
MANAGEMENT, AND EXTENSION OF AGREEMENT FOR HEATING, VENTILATION,
AND AIR CONDITIONING (HVAC) SERVICES AND AUTHORIZE CHAIR TO SIGN -
HAYNES MECHANICAL TECHNOLOGY AND ENERGY SOLUTIONS
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, Weld County has previously contracted with Cushman and Wakefield U.S.,
Inc., to provide building management services for the County's building located at 822 7th Street,
Greeley, Colorado 80631, and the County now intends to assume all building management
services, and
WHEREAS, as a part of the building management services, Cushman and Wakefield U.S.,
Inc., previously contracted with Haynes Mechanical Technology and Energy Solutions for
Heating, Ventilation, and Air Conditioning (HVAC) services, and
WHEREAS, the Board has been presented with an Assignment of Service Contract from
Cushman and Wakefield U.S., Inc., to the Facilities Department for Property Management, and
an Extension of Agreement for Heating, Ventilation, and Air Conditioning (HVAC) services
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Facilities Department, and Haynes Mechanical
Technology and Energy Solutions, commencing July 1, 2018, and ending December 31, 2022,
with further terms and conditions being as stated in said contract and agreement, and
WHEREAS, after review, the Board deems it advisable to approve said contract and
agreement, a copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the Assignment of Service Contract from Cushman and Wakefield
U.S., Inc., to the Facilities Department for Property Management, and Extension of Agreement
for Heating, Ventilation, and Air Conditioning (HVAC) services between the County of Weld, State
of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of
the Facilities Department, and Haynes Mechanical Technology and Energy Solutions, be, and
hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said contract and agreement.
cc : L,('rr/s&), PAR.
1 /14/22
2021-3522
BG0023
ASSIGNMENT OF SERVICE CONTRACT FROM CUSHMAN AND WAKEFIELD U.S., INC., TO
FACILITIES DEPARTMENT FOR PROPERTY MANAGEMENT, AND EXTENSION OF
AGREEMENT FOR HEATING, VENTILATION, AND AIR CONDITIONING (HVAC) SERVICES -
HAYNES MECHANICAL TECHNOLOGY AND ENERGY SOLUTIONS
PAGE 2
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 22nd day of December, A.D., 2021, nunc pro tunc July 1, 2018.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST:dleti f
Weld County Clerk to the Board
Deputy Clerk to the Board
APP
County At orney11
Zia )
Date of signature: Z` Z�
tuat1
Steve Moreno.,Chair
cott' K. James, Pro -Tern
Lori S: ine
2021-3522
BG0023
FACILITIES DEPARTMENT
PHONE: (970) 304-6531
FAX: (970) 304-6532
WEBSITE: www.co.weld.co.us
1105 H STREET
P.O. BOX 758
GREELEY, COLORADO 80632
December 15, 2021
To: Board of County Commissioners
From: Toby Taylor
Subject: 822 71' Street Contract Assignment — Haynes Mechanical
Cushman & Wakefield has acted on behalf of Weld County as an agent to manage the property located at
822 7th Street. As such, Cushman & Wakefield established a contract for Heating, Ventilation, & Air
Conditioning (HVAC) service with Haynes Mechanical.
The County has elected to manage the property at 822 7th Street beginning December 30, 2021. As a
result, the services of Cushman & Wakefield are no longer required. Further and to preclude interruption
of services at the property, attached is an agreement to assign the above services from Cushman &
Wakefield to Weld County.
Therefore, the Facilities Department is recommending reassignment of this service contract for HVAC
Services through a term ending on December 31, 2022.
If you have any questions, please contact me at extension 2023.
Sincerely,
Toby Taylor
Director
2021-3522
12/ZZ BC -160&3
ASSIGNMENT OF SERVICE CONTRACT FROM CUSHMAN & WAKFIELD AND
EXTENSION OF AGREEMENT - HAYNES MECHANICAL TECHNOLOGY AND
ENERGY SOLUTIONS
THIS ASSIGNMENT AND AGREEMENT is made and entered into this 12th day of
December, 2021, by and between the Board of Weld County Commissioners, on behalf of
Facilities Department ("County"), and Cushman & Wakefield U.S. Inc. ("Cushman"), and Haynes
Mechanical Technology and Energy Solutions ("Contractor").
WHEREAS, County has previously contracted with Cushman to provide building
management services for the County's building located at 822 7th Street, Greeley, CO, 80631, and
County now intends to assume all those building management services, and
WHEREAS, as part of its building management services, Cushman previously contracted
with Contractor to provide services as outlined in the attached Service Contract, and
WHEREAS, the Parties desire to assign the attached Service Contract from Cushman to
County, and to extend the term of such Service Contract as described herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
1. Assignment. Cushman hereby assigns all of its interests, obligations, and liabilities in the
Service Contract to County, and County hereby consents to such assignment. Contractor agrees
that Cushman shall have no further interest, obligation, or liability to Contractor under the Service
Contract.
2. No existing breach or default. All Parties agree that no breach or default exists under the
existing Service Contract, and that all compensation earned and owed has been fully paid and
satisfied.
3. Extension of Term. County and Contractor agree to extend the term of the Service
Contract until December 31, 2022.
CUSHMAN & WAKEFIELD U.S., INC.:
Digitally signed by
Steve Hamilton
By: Steve
Name:
Title:
Hamilton Date: 2021.12.14
11:13:17 -07'00'
Date of Signature
CONTRACTOR:
HAYNES MECHANICAL TECHNOLOGY
AND ENERGY SOLUTIONS
By:
Name: pick Irk"
Title: (at_ nc r g) Yhp lM1G � }�V C V ' W7
t2 JL(I 21
Date of ignature
WELD CO jr:dieti
ATTEST, BOARD OF COUNTY COMMISSIONERS
Weld 6unkv Clerk to the B
BY:
Deputy Clerk toard
2
WELD COUNTY, COLORADO
teve Moreno, Chair
EEC 2 2 2021
tea/ -
BIBMIGLGMBACI
Effective Date: July 01, 2018 (hereinafter "Effective Date')
Contract Number: 2018-OREELEVANNEXHVA
Address of property Greeley Plaza
(hereinafter "Property"): 822 reelStreet
Gy CO CO 110631
Owner thereinafter "Owner): Weld County, Colorado
cto Cushman & Wakefield U.S., Inc.
445 Union Sled., Suite 401
Lakewood, CO 80228
Managing Agent (hereinafter Cushman a Wakefield U.S., Inc.
` 445 Unbn 01vd.. Suite 101
Lakewobd, CO 80228
Attention: Erin Capoccia
Contractor (hereinafter Haynes Mechanical Technology and Energy Solutions
•Contractor"): 300 Uncoln Court 11H
Fon Coins. CO 60624
Attention: Mark kby
Email: mkby®h.ynean« hanicai,00m
Those services as more particularly described in Exhibit "A attached hereto and
made a pert hereof (hereinafter 'Services") to be provided by Contractor in
accedence with the terms hereof.
From July 01, 2018 to December 31, 2019 subject* early termination as
provided herein. Contracts for recurring Services shell continue thereafter on e
month -to -month basis upon the same terms and conditions as contained herein
subject to early termination as provided in the Agreement. however. In no event
shell the Agreement continua beyond a date that is three (3) years after tie
Effective Date without a separate written amendment.
Contract Payment Terms: Periodic payments of S1.513.51 (Quarterly], payable In arrears ddrty (30) days
after receipt of Wok* therefor, or as otherwise set forth on Exhibit 'W annexed
hereto and made a part hereof.
This Service Contract. together with the Service Contract Tens. Exhibit 'A" (Scope of Services). Exhibit •S'
(Contract Payment Terms). Exhibit' C' (Contractor insurance Requirements), Exhibit 'Q" (Contractor Cartifcatlon
Affidavit), and Exhibit 'E" (Buedkhg Rules and Regulations) attached hereto and made a part hereof (oodedivety.
the "Agreement"). Is entered Into as of the Effective Date, shah constitute the entire agreement between
Contractor and Owner, all shell supersede all prior discussions with respect to the subject matter hereof. No
modilcaton of this Agreement will be effective unless made in writing and signed by bath Contractor and Owner
(or Agent on behalf of Owner).
OWNER: �ONTRACTOIt
Weld County. Colorado Haynes Mechanical Tectnology and Energy
Solutkris
Services:
Term of Contract:
By. Cushman & Wakefield U.S., tnc., Br _
as Agent fgt,Owner y Name:.." r .. a..
By:
Name: Pt 14_ telt i it t. L., A
Titre: rA rr+ i ,vi 4.A..
-1-
C&W SERVICE CONTRACT 01/17/2018 Contract 12018-GREELEYANNEXHVA (2018-GREELEY ANNEX HVAC PM CONTRACT)
SERVICE CONTRACT TERMS
1. SERVICES. Contractor agrees to perform, for the term specified. the Services and any additional
services which may be reasonably requested by Owner or Agent from time to time during the term. All
operational logs and records relating to the Services prepared and/or maintained by Contractor or in the custody
of Contractor shall not be destroyed without the prior written consent of Owner or Agent. Contractor agrees to
furnish at its expense all labor, supplies, uniforms, equipment and materials necessary to properly perform the
Services. Contractor shall permit and facilitate inspection of the Services by Owner and its representatives (including,
but not lmited to, Agent) and public authorities at all times. Failure of Agent or Owner during the term of this
Agreement to discover or reject unacceptable Services, or Services not performed in accordance with this
Agreement, shall not be deemed an acceptance thereof nor a waiver of Agent's and Owner's right to the proper
execution of the Services or any part thereof by Contractor. If the Services are discretionary in nature (Le., snow
removal) and if a dispute occurs whether the Services were required and/or appropriate. then generally applicable
industry standards for comparable work in the same submarket shall be conclusive regarding whether such item was
required and/or appropriate in reference to resolving the dispute.
2. PERMITS. LICENSES. If any government permit, license or authorization shah be required or necessary for
the proper end lawful performance of the Services hereunder or if the failure to secure such license, permit or
authorization would, in any way, affect the Property, Agent or Owner, then Contractor, at Contractor's expense, shah
duly procure and thereafter maintain such license, permit or authorization and submit the same to Agent for
inspection, if requested. Contractor, at Contractor's expense, shall at all times, comply with the terms and conditions
of each such license, permit and authorization and shall notify Agent immediately should any such license, permit or
authorization no longer be in effect or in good standing.
3. WAIVER OF TRIAL BY JURY, THE PARTIES HERETO SHALL AND THEY HEREBY DO WAIVE,
WHERE PERMITTED BY LAW, TRIAL BY JURY IN ANY ACTION. PROCEEDING OR COUNTERCLAIM
BROUGHT BY ANY OF THE PARTIES HERETO AGAINST THE OTHER IN ANY MATTERS WHATSOEVER
ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THIS AGREEMENT.
4. NON WAIVER PROVISIONS. The failure of Agent or Owner to insist in any one or more instances upon the
strict performance of any of the covenants, terms, provisions or conditions of this Agreement or to exercise any
election herein contained shall not be construed as a waiver or a relinquishment for the future of such covenant, term.
provision, condition or election, but the same shall continue and remain and be in full force and effect. No waiver by
Agent or Owner of any covenant, term, provision or condition of this Agreement shall be deemed to have been made
unless expressed in writing and signed by Agent or Owner, as the case may be.
5. LABOR HARMONY. Contractor agrees that it will not at any time prior to or during the term of this
Agreement, either directly or indirectly, use any subcontractors and/or labor and/or materials which would or wit
create any difficulty with other contractors and/or subcontractors and/or labor engaged by Contractor, Agent Owner
or others in the construction, repair, improvement, maintenance and/or operation of the Property or any part thereof.
Contractor agrees to notify Agent and Owner promptly of any events Contractor believes may result kr a work
stoppage, slowdown, labor dispute, strike or other labor related disruption. Contractor agrees to work in harmony with
all contractors and laborers employed by Agent, Owner or others in connection with the Property. In the event of any
work -stoppage or other disruption which involves the participation of Contractor's personnel whether as a result of a
dispute with Contractor or due to third party actions involving informational or organizational picketing or picketing by
any labor organization against any other employer, Contractor agrees to take appropriate and prompt action to
provide qualified personnel to perform the Services and to minimize any delay in performing the Services by fully
cooperating in obtaining injunctions, presentation of facts, furnishing of witnesses and assisting in every reasonable
way to eliminate any work -stoppage or other rlsruption or the effect of any work -stoppage or other disruption, or to
follow such other directions as Agent or Owner shall issue. Should Contractor fail to comply with this provision, Agent
or Owner shall have the right, upon written notice to Contractor, to terminate this Agreement without any liability to
Contractor.
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CAW SERVICE CONTRACT 01/17/2018 Contract a 2018•GREELEYANNEXHVA t2018•GREELEY ANNEX HVAC PM CONTRACT)
6. ASSIGNMENT BY cONTRACTOR. Contractor shall not assign this Agreement nor any interest therein
without the prior written consent of Agent or Owner, which consent may be withheld at Agent's or Owners sole and
absolute discretion. The transfer of a majority interest of the voting stock or general partnership interests in
Contractor shall be deemed an assignment of this Agreement by Contractor. Any attempted assignment of this
Agreement or any interest therein without the prior written consent of Agent or Owner shall be null and void.
7. SUBCONTRACTING. Contractor may only sub -contract with the prior written consent of Agent or Owner,
which consent may be withheld at Agent's or Owner's sole and absolute discretion. Every subcontract must provide
that the same is subject to all of the covenants, terms, provisions and conditions of this Agreement and must provide
that in the event of termination or cancellation of this Agreement for any reason whatsoever, prior to the expiration of
such subcontract, the subcontract will automatically terminate on the same date this Agreement is terminated or
canceled.
8. ADDITIONAL DEFINITIONS. It is understood that wherever the terms "adequate or "as required" or "as
necessary or If necessary' are stated in this Agreement (including any Exhibit attached hereto), these terms shall be
construed to mean as determined by Agent or Owner•.
9. DISCHARGE OF EMPLOYEES. Contractor, promptly after demand by Agent or Owner, will discharge or
transfer from the Property any employee of Contractor to whom Agent or Owner shall or may object for any reason in
their sole discretion, provided, however, that if tie effectuating of such discharge or transfer is limited by the contract
between Contractor and the employee's union, Contractor agrees to use its best efforts within the limits of such union
contract to effectuate such discharge or transfer as promptly as possible.
10. MECHANIC'S UENS. Contractor will promptly pay all Contractor's employees, workers, laborers,
subcontractors, suppliers and materialmen, and will deliver such lien waivers if the amount owed is kn excess of
$2,500.00 as required by Agent or Owner in a form acceptable to Agent or Owner or as otherwise required by law.
Payment of Contractor Is conditioned upon delivery of all lien waivers and other documents as required by this
Agreement, including without limitation, lien waivers from any and all Contractor's subcontractors, suppliers and
materialmen. Agent or Owner, at their sole discretion and not for the benefit of Contractor's employees, workmen,
laborers, subcontractors, suppliers and materialmen, reserve the right to make joint check payments to such entities.
Contractor agrees that if any mechanic's lien is filed against the Property for work done, services claimed to have
been rendered or materials claimed to have been furnished in connection with or pursuant to any of the provisions of
this Agreement, then Contractor shall cause such mechanic's lien to be discharged within ten (10) days after filing, at
Contractor's expense, by: i) filing the bond required by law; or II) providing Agent with a copy of the court order
discharging such lien. Contractor will defend, indemnify and hold Agent and Owner harmless against any and al
damages, liabilities. costs and expenses (including attorneys' fees) suffered or incurred by Agent or Owner as a result
of Contractor's failure to comply with this provision. Upon Contractor's failure to comply herewith, the ken may be
bonded or discharged by Agent or Owner at Contractor's sole expense. Contractor's lability under this Section 10
shall survive the expiration or termination of this Agreement, but this shall not be construed to mean that Contractor's
liability does not survive as to other provisions of this Agreement.
11. NON-INTERFERENCE. Contractor shall perform the Services so as not to unreasonably interfere with
Agent's or Owner's operation of the Property or the business operations of any tenant or other occupant of the
Property. Under no circumstances shall Contractor interfere with the electrical, HVAC or any other operating or
control systems in any building without express written permission of the Owner or Agent Contractor will comply with
all building rules and regulations of the Owner regarding the Property, Property access, etc., attached hereto as
Exhibit "E". At all times, Contractor will be deemed responsible for informing the Owner and Agent in writing of any
and all scheduled excavation to be done on site. AN excavation shall be done by hand unless specifically authorized
in writing by the Owner or Agent
12. CONTRACTOR RESPONSIBILITY. Contractor shall be responsible to Agent and Owner for the acts and
omissions of Contractor's suppliers, agents, employees and subcontractors. MI contracts entered into by Contractor
with any subcontractors shall require the subcontractors to be responsible for the acts and omissions of their agents
and employees and compliance with the provisions of this Agreement to the extent applicable to the subcontractor's
portion of the Services. Personnel supplied by Contractor or any subcontractor will be deemed employees of
Contractor or the subcontractor, as the case may be. and will not for any purpose be considered employees or agents
of Agent or Owner. Contractor assumes full responsibility for the actions of such personnel while performing Services
pursuant to this Agreement, and shall be solely responsible for their supervision, daily direction and control, payment
of salary or equivalent (including, withholding of income taxes, stock options, contributions to pension or similar
C&W SERVICE CONTRACT 01/17/2018
-3-
Contract 8 2018.GREELEYANMEXNVA (2018-GREELEY ANNEX HVAC PM CONTRACT)
retirement programs, overtime pay. education programs, awards, special recognition events and social security
contributions), worker's compensation, disability benefits, social security taxes, unemployment insurance and the ice.
Contractor, as an independent contractor, is responsible for compliance with all applicable immigration, municipal,
state, and federal laws regarding Contractor's employees. The Contractor will not discriminate against any
qualified employee or applicant for employment because of race, color, religion, gender, sexual orientation, age,
national origin, disability, veteran status or any other status protected by federal, state or local law. The
Contractor agrees to comply with all applicable state and federal statutes, executive Orders and Regulations
relating to non-discrimination in employment. The Contractor agrees to comply with where applicable, the Equal
Opportunity Clause of Executive order No. 11246, 41 CFR 60-1.5, The Affirmative Action Clause for Disabled
Veterans and Veterans of the Vietnam Era in 38 USC 2012, Federal Procurement Regulations 1-4.410-5(aX11)
and 1-12.1102-2, 3, and 41 CFR 1-12.1306-1, 2, and the Utilization of Women -Owned Business Concerns
pursuant to the Presidential Executive Order No. 12138. Contractor must also comply with the employment
provisions of the Americans with Disabilities Act and any immigration laws, rules and/or regulations. Contractor
agrees to execute a Contractor Certification Affidavit regarding 1-9 compliance of ail employees working in the
performance of the Services under this Agreement, in a form attached hereto as Exhibit "D". Contractor warrants
that it is and throughout the term of this Agreement will continue to be in full compliance with all Equal
Employment Opportunity (E.E.O.) provisions as required by law, regulation or executive order, specifically
including but not limited to, the provisions of executive order 11246 of September 24. 1965 as amended. If
applicable, Contractor also agrees to execute and to keep in full force and effect throughout the term of this
Agreement a Compliance Undertaking Standard Form 100 (Equal Employment Opportunity Employer information
Report E.E.O.-1). Contractor agrees to indemnify, defend and hold Owner and Agent harmless, and reimburse
Owner and Agent for any expenses, attorney's fees or liabilities incurred by Owner or Agent, in connection with
Contractor violating any law, rule, or regulation.
13. MAIN1fENANCE OF RECORDS. Contractor shall maintain written records in accordance with generally
accepted accounting procedures showing in detail all costs which it incurs and payments which it receives in the
performance of this Agreement, including, without limitation, the amount, purpose and recipient of such payment
together with supporting documentation. Such records shall include, but shall not be limited to, payroll records, job
cards, attendance cards and job summaries and shall be subject to audit and inspection by Agent, Owner and their
respective agents and representatives during the term of this Agreement and for seven (7) years after its expiration or
earlier termination, unless a longer period Is required by law. Should the audit reveal errors in record keeping,
Contractor shall immediately correct same and shall promptly inform Agent and Owner in writing of the action taken to
correct such errors. Audits conducted by Agent or Owner, or their designees shall be an expense of Agent or Owner,
provided, however, that if any such audit reveals that the aggregate expenses with respect to the Services are at least
five percent (5%) less than indicated by the books and records maintained by Contractor, then Contractor shall
promptly reimburse Agent and/or Owner for the cost of the audit. The right of Agent and/or Owner to audit the books
and records maintained by Contractor shall survive the expiration or termination of this Agreement Contractor agrees
that if work and materials to be furnished by Contractor hereunder are for a building in which an office of the
United States of America as a tenant is located, and if this Agreement is for an amount exceeding $2,500,
Contractor shall permit the Controller General of the United States or any of his or her duly authorized
representatives to have access to, and the right to examine any directly pertinent books, documents, papers and
records pertairing to this Agreement until the expiration of three (3) years after final payment of any monies has
been made pursuant to the provisions of this Agreement.
14. COMPLIANCE WITH LAWS AND POLICIES.
(a) Contractor shall at all times comply with all applicable federal, state and local laws, codes,
ordinances, rules and legal requirements affecting the Services (including, without limitation, laws concerning the use,
handling and disposal of hazardous materials, and laws concerning verifying an individual's legal right to work in the
United States), as well as Agent's and Owner's directives, guidelines, procedures, rules, regulations and the like
which are furnished to Contractor.
(b) This Agreement shall be construed, and the legal relationships between the parties shall be
determined, in accordance with the laws of the state in which the Property is located. No rights or remedies available
to either party under this Agreement or by operation of law are waived or modified unless expressly waived or
modified by that party in writing.
(c) Refriaerant Management. With any service work involving the use, removal, disposition,
introduction, recycling or any handling of any refrigerants, including but not limited to, CFC or HCFC refrigerants,
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C&W SERVICE CON mACT O1/17/2O18 Contract # 2018-GREELEYANNEXHVA (2018-GREELEY ANNEX HVAC PM CONTRACT)
Contractor shall comply with all federal, state and local laws, ordinances and regulations. Al Invoices involving
refrigerant equipment must be accompanied by a cumulative, historical equipment refrigerant -use log. Contractor
shall be responsible for providing notice to Agent of any equipment leaking at a rate exceeding 15% of its total
capacity. Contractor shall indemnify, defend and hold harmless Agent and Owner from any and all claims, damages.
dean -up, fines, judgments, penalties, costs, liabilities. or losses, arising during or after the contract term, and arising
as a result of any use, storage, generation, or disposal of any refrigerants or as a result of any breach of this Section
14(c).
15. TRADEMARK AND PUBLICITY. Contractor shall have no right to use either Agent's or Owner's trademark
or trade name, the Property or any image thereof or to refer to this Agreement or the Services performed hereunder
directly or indirectly in connection with any product, promotion. advertisement or publication, or the like, without
Agents or Owner's prior written approval, as appropriate, which approval may be withheld for any reason or for no
reason.
16. ETHICAL STANDARDS. Contractor agrees that it will not make or confer, or offer to make or confer, any
payment to or benefit upon any third party (including, without limitation, any government agency or instrumentality
thereof) with the intent to influence the conduct of such third person regarding this Agreement or the business affairs
of any of the parties to this Agreement or of the third party. Contractor shall not give or offer gifts, discounts,
hospitality or entertainment ("Gifts") to Agents or Owner's employees or members of their families, which are in
excess of the common courtesies associated with normal business practice and/or do not have a justifiable business
purpose. Under no circumstances shall Contractor offer or give (I) cash, (ii) gift cards, or (iii) Gifts which might be
perceived to impair impartial business judgment, paitiadarty in connection with an anticipated or pending tender,
business transaction or the like. The combined value of all Gifts from Contractor shall not exceed $1,000 in any one
year period. Violation of this provision by anyone employed or retained by Contractor, or by Contractor itself, shall
constitute a default under this Agreement by Contractor.
17. ATTORNEYS' FEES. In the event of any controversy, claim or litigation between or among Contractor,
Owner and Agent arising out of or relating to the Services or this Agreement, the prevailing party shall be entitled
to reasonable costs and expenses, including, without limitation, attorneys' fees and expert witness fees, as fixed
by a court of competent jurisdiction, from the non -prevailing party.
18. DEFINITION OF AGENT AND OWNER. For purposes of this Agreement, any reference to Agent or Owner,
except for defining the contracting parties, shall be deemed to include any shareholder, officer, director, principal,
partner, beneficiary, subsidiary or Affiliate (hereinafter defined) of any of the foregoing, and their respective heirs,
successors and assigns. The term 'Affiliate" shall mean, with respect to a specified person, firm or corporation, a
person, firm or corporation that directly or indirectly through one or more intermediaries, controls. or is controlled by,
or is under common control with, the person, firm or corporation specified. For purposes of this definition, "control•
when used with respect to any specified person means the power to direct the management and policies of such
person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.
19. LIMITATION OF OWNER'S LIABILITY. No general or limited partner in or of Owner, whether direct or
indirect or any direct or indirect partners in such partners or any disclosed or undisclosed officers, shareholders,
principals, directors, employees, members, partners, servants or agents of Owner shati be personally liable for the
performance of Owner's obligations under this Agreement. The liability of Owner (including any assignee or
successor of Owner) shall be limited to Owner's interest in the Property. In the event this Agreement is executed by
Agent Contractor acknowledges and agrees that Agent is executing this Agreement "as agent for Owner" in its
capacity as managing agent of the Property for Owner and that Agent shall have no liability or obligation to Contractor
under this Agreement.
20. INDEPENDENT CONTRACTOR. Agent, as managing agent for, and on behalf of, Owner, or Owner hereby
engages Contractor to perform, as an independent contractor, the Services set forth in this Agreement Nothing
contained herein shall be deemed or construed to create any association, partnership, joint venture or relationship of
principal and agent or master and servant or employer and employee between the parties hereto or any affiliates or
subsidiaries thereof, or to provide either party with the right, power or authority whether expressed or implied, to
create any duty or obligation on behalf of the other party.
21. TERMINATION.
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C&W SERVICE CONTRACT 01/17/2018 Contract k 2018.GREEIEYANNEXHVA (2018 GREELEY ANNEX HVAC PM CONTRACT)
(a) Agent and Owner shall each have the right, in their sole and absolute discretion and without payment
of any penalty, to terminate this Agreement in whole or in part at any time during the berm hereof upon thirty (30) days
prior written notice to Contractor.
(b) If Contractor shall default in the performance of any of its obligations under this Agreement (including
without limitation violation of any anti -corruption law), then, Agent and Owner shall each have the right, without
payment of any penalty, to terminate this Agreement in whole or in part immediately upon written notice to Contractor.
Furthermore, this Agreement and Agent's obligation to pay any compensation to Contractor hereunder shall
terminate immediately with respect to all transactions if the continuation of this Agreement would violate
Applicable Anticorruption Laws (as such term is defined In Section 35 below).
(c) If a receiver, liquidator or trustee for Contractor shall be appointed by court order, ore petition shall
be filed against Contractor under any bankruptcy, reorganization or Insolvency law; or Contractor shall file a petition in
voluntary bankruptcy or shall request reorganization under any provision of voluntary Lary bankruptcy, reorganization or
insolvency laws; or if Contractor shah make an assignment for the benefit of creditors. then this entire Agreement shall
immediately terminate upon the happening of any such event.
22. JNDF,MNIFICATION. Contractor shah, to the fullest extent permitted by law, indemnify and hold harmless
Agent and Owner and their respective subsidiaries, affiliates, shareholders, directors, officers, partners and
employees from and against any and all lability, claims and demands on account of damage to any property or injury
to persons including death resulting therefrom, losses, damages, expenses (including attorneys' fees and
investigation costs), payments, recoveries and judgments in connection therewith, to the extent arising out of or
caused in any manner by (i) the acts or omissions of Contractor, its employees, agents or subcontractors, or (i) the
performance or failure to perform any Services under this Agreement, or (iii) the breach of any representation or
warranty or covenant or condition set forth herein by Contractor, or Contractor's employees, agents or subcontractors,
or (iv) the use of any Owner's or Agent's tools or equipment by Contractor, its employees. agents or subcontractors.
Contractor shall, at its own expense, defend any and all actions brought against Agent or Owner based upon any of
the foregoing and shall pay all attorneys' fees and all other expenses, and promptly discharge any judgments,
settlements or compromises arising therefrom. Contractor's liability under this Section 22 shall survive the expiration
or termination cf this Agreement, but this shall not be construed to mean that Contractor's liability does not survive as
to other provisions of this Agreement
23. COMPENSATION.
(a) in consideration for all of the Services to be rendered by Contractor hereunder, Agent, on behalf of
Owner, agrees to pay to Contractor, subject to the provisions of this Agreement, the compensation set forth on the
cover page hereof or, if applicable, Exhibit B.
(b) Under no circumstances will Contractor receive compensation in cash.
(c) Agent shall have no obligation to reimburse costs and expenses (if any) incurred by Contractor in
connection with any Services provided hereunder, unless such costs and expenses are supported by receipts,
etc., and such costs and expenses are permissible pursuant to Applicable Anti -Corruption Laws.
(d) Contractor agrees that Agent Is acting only as an agent of Owner. and Contractor will look solely
to Owner for any and all obligations or payments due or which may become due to Contractor under this
Agreement. If at any time Agent is legally held to be an independent contractor of, rather than an agent for,
Owner, Contractor agrees that it will not be paid until and unless Owner furnishes funds specifically designated for
payment of the obligations due or to become due to Contractor.
(e) It is hereby agreed that payment to Contractor shall be conditioned upon approval of work by all
inspecting authorities and submission by Contractor to Agent of satisfactory invoice documentation required by
Owner (*Invoice Package'). A complete Invoice Package shall consist of the following: (i) contractor work
tickets fully describing the work performed (if applicable); (ii) Agent supplied work ticket with all information
completed (if applicable); (iii) copy of Agent's Purchase Order and/or Work Order (if applicable) or this fully
executed Agreement and amendments, if any; (iv) an appropriate contractor lien waiver and lien waivers from all
Contractors and subcontractors and materialmen (if applicable); (v) Safety Data Sheets ('SDS') for all regulated
materials and substances left on site (if applicable); and (vi) a completed W-9 for federal tax purposes.
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Contract It 2018.GREELEYANNEXHVA (2018•GREELEY ANNEX HVAC PM CONTRACT)
(f) If required by Agent, Contractor will utilize Agents electronic invoicing process ('EIP). Once
instructed to use EIP, Contractor shall not submit its invoices in any other format, including a paper invoice. If
Contractor submits an invoice in another format, said invoice will be rejected and payment will consequently be
delayed. Contractor will ensure that all information contained in any invoice it submits is accurate. If any
information is inaccurate, Contractor's invoice may be rejected and payment delayed.
24. LIMITATION ON AGENTS OBLIGATIONS. Notwithstanding anything to the contrary contained herein,
Contractor acknowledges and agrees that Agents obligation to make payment to Contractor of any compensation
hereunder shall be conditional upon Owner providing Agent with funds sufficient to pay such compensation to
Contractor. In the event Owner shall fail or refuse for any reason whatsoever to provide Agent with funds sufficient to
pay the compensation due to Contractor hereunder, then Agent will not be able to make any payment of such
compensation to Contractor.
25. SERVICES GUARANTEE. Contractor agrees to perform all Services in a good, timely and workerllke
manner acceptable to Agent and Owner. Contractor unconditionally guarantees all materials, equipment and labor
provided under this Agreement for one (1) year after date of final payment to Contractor hereunder or the date of final
acceptance of the Services, whichever date is later and shall repair or replace within said period, at its sole cost and
expense, any labor, materials or equipment provided or furnished under this Agreement that is damaged, defective or
not satisfactory. Contractor shall make or commence to make, within three (3) days of its receipt of written notice
from Agent or Owner during the guaranty period, any and all repairs or replacements, without cost to and to the
satisfaction of Agent or Owner. If Agent or Owner determine that an emergency exists which requires more
immediate action than Contractor is able to provide, Agent or Owner may, without sending any notice to Contractor,
perform or cause to be performed such repairs or replacements that Contractor is required to make pursuant to this
provision, in which event Contractor shall compensate Owner for the cost thereof not later than ten (10) business
days after receipt of written demand therefor. Any repairs or replacements that Contractor is required to mace
pursuant to this provision shall be prosecuted to completion by Contractor even if such repairs or replacements may
not be completed until after the expiration of the guaranty period. The obligations of Contractor to make repairs or
replacements under this provision shall not be satisfied, unless the Owner so elects, by the payment of money to the
Owner. If Agent or Owner determine in their sole and absolute discretion that any labor furnished or materials or
equipment installed under this Agreement are inherently defective, thus being incapable of repair, then Contractor
shall, upon notification by Agent or Owner of such a determination, provide a replacement for said labor, materials or
equipment. In the event that Contractor fads to comply with this provision, the Owner may, in addition to exercising all
other legal and equitable remedies it may have, (1) deduct from any payment due or thereafter to become due to
Contractor under this Agreement, the amount of damage, cost or expense caused by said failure by the Contractor.
and (2) perform or cause to be performed any needed repairs and replacements, in which event Contractor shall
compensate the Owner for the cost thereof. The foregoing Guarantee Is h addition and supplementary to any other
guarantee which may be provided by Contractor. Warranties and guarantees issued by manufacturers of materials or
equipment furnished by Contractor under this Agreement shall not in any way serve to limit the obligations of
Contractor under this provision. Notwithstanding the foregoing sentence, any such warranties or guaranties shall
inure to the benefit of Agent and Owner, their successors and assigns, and Contractor shall, to the extent possible,
assign such warranties and guaranties to Owner.
26. ACTS BEYOND REASONABLE CONTROL, No party shall be considered in default of any of its obligations
under this Agreement to the extent that performance thereof is delayed or rendered impossible by acts of God, war,
civil commotion, governmental action, tire, storm, hood, explosion, strikes, walkouts, or other industrial disturbances,
or any other causes of any nature which is beyond its reasonable control.
27. PATENT/COPYRIGHT. Contractor shall indemnify, hold harmless and defend, at its sole cost and expense,
Agent and/or Owner from any loss, damage, expense (including attorneys' fees and costs), payment, recovery and
judgment arising out of any daim or threatened daim, alleging that any Services furnished hereunder infringe upon or
violate a patent, copyright, trademark, trade secret or other proprietary right of any third party. Owner, at its sole cost
and expense, shall have the right to be represented in any such action or proceeding by independent counsel of
Owner's own choice. Contractor's liability under this Section 27 shall survive the expiration or termination of this
Agreement, but this shall not be construed to mean that Contractor's liability does not survive as to other provisions of
this Agreement.
28. DIVISIBILITY. In the event any provision of this Agreement is held to be illegal or unlawful, then the same
shall be struck here from and all other provisions shall remain valid and in full effect.
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C&w SERVICE CONTRACT 01/17/2018 Contract a 2018•GREELEYANNEXHVA (2018-GREELEY ANNEX HVAC PM CONTRACT)
29. ASSIGNMENT BY AGENT OR OWNER. Agent and Owner shall each have the right in their sole and
absolute discretion to assign their rights and obligations under this Agreement to any other party. If the Property is at
any time sold or otherwise conveyed to a new owner, or if Agent ceases to be the representative of Owner,
Contractor agrees that this Agreement shall be deemed automatically assigned to the new owner or the new
representative of Owner (as the facts may dictate) and Contractor agrees that It will be paid only from funds
furnished by Owner or the new owner for obligations then due or which thereafter become due to Contractor
under the Agreement. Notwithstanding the foregoing, Owner may elect by giving prior written notice to
Contractor, to terminate this Agreement effective as of the date that such sale is completed or effective as of the
date that Agent ceases to be the representative of Owner, in which event this Agreement shall, except as
otherwise provided herein, be of no further force or effect In addition to the foregoing it is understood and agreed
that if this Agreement is assigned to Owner or a purchaser of the Property, then from and after the date of such
assignment Agent shall be released and discharged from any and all liability under this Agreement arising after
the date of such assignment, and Owner (in the event of an assignment to it) or the purchaser of the Property (in
the event of as assignment to it) shall be responsble for any and all such liability under this Agreement arising
after the date of such assignment, and Contractor will not assert any prior default of Agent under this Agreement
as a defense to the performance by Contractor of its obligations under this Agreement.
30. CONTROLLING PROVISIQN3. In the event of any conflict or any inconsistency between the terms of any of
the paragraphs of the Service Contract, Service Contract Terms, and/or the terms of any Exhibit annexed hereto, the
inconsistency shall be resolved by giving precedence in the following order: (i) the Service Contract, (ii) the Service
Contract Terms, and (rill) the Exhibits annexed hereto.
31. NO THIRD PARTIES BENEFITED. Nothing contained in this Agreement, either expressed or implied, Is
intended or should be canstued to confer upon or give any person or entity, other than Agent, Owner or Contractor,
or, subject to the terms of this Agreement, their successors and assigns, any rights or remedies under or by reason of
this Agreement
32. NOTICES. Ail notices and correspondence required to be given to Agent or Owner or Contractor hereunder
shall be addressed as set forth on the cover page to the attention of the person indicated, if any. Any party may
designate a different address for the service of notices by notice given in accordance with this Section 32. Any
and all notices required, or which either party herein may desire to give to the other, shall be made in writing and shall
be given by certified or registered mail, postage prepaid, return receipt requested, or by recognized overnight courier,
such as Federal Express, and shall be deemed to be given on the third business day following the date of posting in a
United States Post Office or branch post office or one business day after delivery to the overnight courier.
Notwithstanding the foregoing, Agent or Owner may provide a notice of termination via email at Contractor's email
address set forth on the cover page, as it may be updated.
33. INSURANCE Contractor shall, throughout the duration of this Agreemenit, at its cost and expense, carry and
from time to time renew, the insurance set forth on Exhibit "C annexed hereto and made a part hereof. Contractor
agrees that the provisions set forth in this Section 33 and in Exhibit "C" shall be imposed upon, assumed and
performed by each of its subcontractors, if any. Certificates in customary form, evidencing that premiums for the
foregoing insurance have been paid, shall be delivered by Contractor to Agent simultaneously with Contractor's
execution of this Agreement and prior to Contractor performing any Services hereunder.
34. CONFIDENTIALITY OF OWNER'S RECORDS.
(a) Contractor acknowledges that ail information disclosed by Owner or Agent to Contractor for
purposes of performing the Services, or which come to the attention of Contractor during the course of performing
such Services, constitutes a valuable asset of and is proprietary to Owner and/or Agent Contractor also
acknowledges that Owner, as a party in the business community, may have fiduciary responsibilities to its tenants
or customers to keep their records confidential and proprietary. Contractor shall not disclose said information or
knowingly permit its employees, officers or agents to disclose said information, to any non -employee of Contractor
or to any employee of Contractor not having a specific need -to -know in performing the Services authorized by
Agent and Owner. Additionally, Contractor agrees that all designs, plans, reports, specifications, drawings.
inventions, processes and other information or items produced by Contractor for purposes of performing the
Services, will be assigned to Owner as the sole and exclusive property of Owner and Owner's assigns, nominees
and successors.
(b) Contractor further agrees to instruct its employees, officers and agents not to sell, lease, assign,
transfer or reveal to any organization, company or individual any of said information whether oral or written.
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without the prior written consent of Agent, and agrees to take all reasonable steps necessary to ensure fulfillment
of this obligation.
(c) In the event that a subpoena or other legal process is served upon Contractor that in any way
concerns information disclosed by Owner or Agent to Contractor, Contractor agrees to notify Agent immediately
upon receipt of such subpoena or other legal process and will cooperate with Agent and/or Owner, at Owner's or
Agent's expense, in any lawful effort by Owner and/or Agent to contest the legal validity of such subpoena or
other legal process. This Section 34 shall survive the termination of this Agreement.
35. CONTRACTOR REPRESENTATION AND WARRANTIES.
(a) Contractor is aware of and familiar with the provisions of the U.S. Foreign Corrupt Practices Act,
as amended, and its purposes, and any other anti -corruption law applicable m a jurisdiction in which Contractor or
any party hereto may have conducted or will conduct business (herein `Applicable Anti -Corruption Laws"), and
has not, directly or indirectly, violated any Applicable Anti -Corruption Law. Without Mmitation of the generally of
the foregoing, neither Contractor nor any of his/her/its directors, officers, agents, employees or third parties acting
on behalf of Contractor:
(i) has made or will make, directly or indirectly, any payment, loan or gift (or any offer,
promise or authorization of any such payment, loan or gift), of any money or anything of value to or for the
use of any Government Official under circumstances in which any of them knows or has reason to know
that all or any portion of such money or thing of value has been or will be offered, given or promised,
directly or indirectly, to any Government Official, for the purpose of inducing the Government official to do
any act or make any decision in her/her official capacity (including a decision to fail to perform his/her/cis
official function) or use his/her/its influence with a government or instrumentality thereof in order to affect
any act or decision of such government or instrumentality or to assist Agent in obtaining or retaining
business;
(ii) has made or will make, directly or indirectly, any payment, loan or gift (or any offer,
promise or authorization of any such payment, loan or gift), of money or anything of value to or for the use
of any employee, agent, or representative of another company, or to any other person, under
circumstances in which any of them knows or has reason to know that all or any portion of such money or
thing of value has been or will be offered, given or promised, directly or indirectly, for the purpose of
induciag or rewarding the Improper Performance of any public function or business activity; or
(iii) has received or will agree to receive, directly or indirectly, any payment, loan or gift (or
any offer or promise of any such payment, loan or gift), of any money or anything of value as an
inducement or reward for the Improper Performance of any public function or business activity;
(b) For purposes of this Agreement, a "Government Official" is (a) an officer, employee or any
person acting in an official capacity for or on behalf of a government, including its departments, agencies,
instrumentalities, quasi- or partially -government owned or controlled entities; (b) an officer or employee of an
international organization (e.g. World Bank, United Nations); (c) an officer or employee of a political party or any
party official, or a candidate for political office; (d) a member of the royal or ruling family of a country; or (e) any
individual who is a principal or senior manager of, or who has an immediate family or close personal relationship
or business ties with, any of the foregoing individuals or entities.
(c) For purposes of this Agreement, "Improper Performance" means the performance or non-
performance by a person of an act, or the making of a decision, in breach of an expectation or duty of good faith,
impartiality, and/or trust, including for the purpose of securing an improper business advantage for Contractor.
(d) Contractor will, and will cause his/her/ts directors, officers, agents, employees or third parties
acting on behalf of Contractor to act in full compliance with Agent's Global Anti -Corruption Policy, to the extent
permissible under local law and to the extent Agent's Global Anti -Corruption Policy applies to Contractor. A copy
of Agents Global Anti -Corruption Policy shall be furnished to Contractor upon Contractor's written request
therefor.
(e) Neither Contractor nor any of his/her/its directors, officers, agents, employees or third parties
acting on behalf of Contractor has a family relationship with any Government Official in the jurisdictions in which it
or they will conduct business pursuant to this Agreement, except as disclosed to, and agreed to in writing, by
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Contract M 2018-GREELEYANNEXHVA (2O18-GREELEY ANNEX HVAC PM C0NTRACTl
Agent. Contractor will advise Agent promptly to the extent any such family relationship arises during the term of
this Agreement, and Contractor and each of his/her/its directors, officers, agents, employees or third parties
acting on behalf of Contractor will provide adequate assurances, whether in the form of a certification, a formal
recusal by the relevant family member or otherwise, to satisfy Agent that no violation of Applicable Anti -Corruption
Laws will arise as a result of such family relationship. Should in any instance Agent determine, reasonably and in
good faith, that Contractor or any of his/her/its directors, officers, agents, employees or third parties acting on
behalf of Contractor has failed to provide adequate assurances that a particular family relationship will not violate
the Applicable Anti -Corruption Laws, Agent reserves the right to terminate this Agreement immediately in
accordance with this Section.
(f) Contractor will use all reasonable efforts to assist and cooperate with Agent in relation to any
police, judicial or regulatory investigation in relation to any suspected bribery or corruption.
(g) Contractor will, and will cause his/her/its directors, officers, agents, employees or third parties
acting on behalf of Contractor to act in full compliance with Agent's Global Vendor/Supplier Integrity Policy, to the
extent permissible under local law and to the extent Agents Global Vendor/Supplier Integrity Policy applies to
Contractor. A copy of Agents Global Vendor/Supplier Integrity Policy shall be furnished to Contractor upon
Contractor's written request therefor.
36. NOTIFICATIONICERTIFICATION REQUIREMENTS. Upon request Contractor agrees that it will, and at
least annually, certify the continuing accuracy of the Representations and Warranties provisions of this
Agreement. Contractor further agrees that should it learn of information regarding any possible violation of
applicable laws and regulations in connection with Agreement, Contractor will immediately advise Agent of such
knowledge or suspicion.
37. ANTI -MONEY LAUNDERING/ECONOMIC SANCTIONS. Contractor has not, directly or indirectly,
entered Into any transaction that violates any applicable anti -money laundering law or policy, and there has been
no action by any person, or any internal investigation, relating thereto. Contractor is aware of and familiar with all
U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury
("OFAC") and applicable international laws and regulations pertaining to the detection and, prevention, and
reporting of potential money laundering and terrorist financing activities. Contractor has not conducted business
with Individuals, entities, organizations or countries that are targets of U.S. sanctions laws and regulations or
other applicable international economic sanctions laws and regulations. Contractor has not, directly or indirectly,
made funds available to any subsidiary, joint venture partner or other person or entity, for the purpose of financing
the activities of any person, or in any country or territory, that at the time of such funding, is subject to any U.S.
sanctions administered by OFAC.
Neither Contractor nor any of its directors, officers, agents, employees or third parties acting on behalf of
Contractor:
i. is listed on the Specially Designated Nationals ("SDN") list maintained by OFAC
or any other similar list maintained by the United States Department of State, Department of
Commerce or any other government authority or pursuant to any Executive Order of the
President;
ii. have been determined to be subject to the prohibitions contained in Presidential
Executive Order No. 13224;
iii. has been previously indicted for or convicted of any Patriot Act Offense.
38. MISCELLANEOUS.
(a) Authority. Each individual signing this Agreement on behalf of a legal entity represents that he
or she holds the office and/or position in such legal entity respectively indicated hereinafter for him or her, and has
full right and power and has been duly and legally authorized to act on behalf of such legal entity in executing and
entering into this Agreement.
(b) Counterparts. This Agreement may be executed in several counterparts, each of which shall be
an original of this Agreement but all of which, taken together, shall constitute one and the same Agreement.
Signatures transmitted by e-mail (via PDF format) shall be acceptable for purposes of execution of this
Agreement
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C&W SERVICE CONTRACT 01/17/2018 Contract 0 2018•GREELEYANNEXHVA 12018-GRE,ELEY ANNEX HVAC PM CONTRACT)
(c) Federal Contracts. In the event a tenant in the Property is a federal entity, Contractor shall comply
with any employment eligibility verification requirements, attached hereto as Exhibit "F'.
39. ENTIRE AGREEMENT. This Agreement and any Exhibits annexed hereto shalt constitute the entire
understanding between the parties with respect to the subject matter hereof and all prior representations or
agreements, whether written or oral, are merged herein. This Agreement shah not be varied by an oral agreement or
representation or by anything other than an instrument in writing of a subsequent date hereto, executed by both
parties by their duly authorized representatives.
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Contract # 2018•GREELEYANNEXHVA (2018-GREELEY ANNEX HVAC PM CONTRACT)
EXHIBIT "A"
Description of Services
CONTRRCTOR WILL PROVIDE THE FOLLOWING PROFESSIONAL SERVICES FOR THE BUILDING ENVIRONMENTAL
MECHANICAL SYSTEM(S) COMPRISED OF THE EQUIPMENT LISTED ON SCHEDULE Y (INVENTORY OF EQUIPMENT).
PROVIDED TASKS LISTED BELOW ARE APPLICABLE TO CUSTOMER'S COVERED EQUIPMENT -
1. TEST AND INSPECT
Job labor and travel labor required to visually INSPECT and TEST equipment to determine its operating condition and efficiency_
Typical ac-trotries include'
a. TESTING for excessive vibration (no vibration is included analysis; motor winding resistance; fan RPM; flue gas analysts;
safety controls, combustion and draft; crankcase heaters.
b INSPECTING for worn, faded, or doubtful pails; mountings, drive couplings; oil level, rotation, soot; Maine composition
and shape, pilot and igniter; steam, water, oil and/or refrigerant leaks, etc.
2. PREVENTIVE MAINTENANCE
lob labor and travel labor required to dean, align, calibrate, tighten, adjust, and lubricate_ These activities are intended to
extend equipment life and assure proper operating condition and efficiency_ Typical activities include
a CLEANING condenser coil surfaces annually (notrchemical cleaning only and only if applicable); fan impellers and
blades; electrical contacts; burner orifices; passages and nozzles; pilot and igniter; cooling tower baffles, basin and float.
Excludes cleaning of remote sumps
b Q UGNING belt dnves annually; drive couplings (no more than one time a year).
c TIGHTENING electrical connections; mounting bolts; pipe damps; refrigerant piping fittings; damper sections.
d C DUSTING belt tension (no more than one time per years; super heat; burner fuelfatr ratios; gas pressure; set point of
controls and limits; compressor cylinder unloaders, damper dose -off; sump floats.
e UJBRICATING motors; fan and damper beanngs.
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C&W SERVICE CONTRACT 01/17/2018 Contract it 2018-GREELEYANNEXHVA (2018•GREELEY ANNEX HVAC PM CONTRACT)
INVENTORY OF EQUIPMENT
SCHEDULE 1
PROPOSAL DATF
PROPOSAL NUMBER
AGREEMENT NUMBER
6/26/2018
131
QTY
f)FSCFI VT ION MANL1cACTURER
MODE'
STRIA N RATLOCATION
2 ANUS
J CM Pump
i Exhaust Fan IT
EXHAUST FAN
Remaams
TRANS
BELL &GOSSETT
GREEN HECK
GREEN HECK
umakrutraxusx
SP -A390
G -099A
2 Expansion Tanks
J Glycol Feeders AJAX UP. 200
Heat Exchanger BELL &COSSET OP4S3-9i
1 Heat Exchanger BELL & GOSSETT DP42340
I Heat Pump LG LSUIBOHSV4
HEAT PUMP
I OUTDOORLG Multi V ARU6144BTS
A Hot Watt:: Pump SELL & GOSSETT E-90
1 Unit Heater
B VAY
4 Cabinet Heaters
1K -01i
Roof
Annex
ANNEX
Roof
Amex
ANNEX
Annex
Annex
Annex
Annex
ANNEX
StazvielI
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C&W SERVICE CONTRACT 01/17/2018 Contract N 2O18•GREELEYANNEXHVA (2018•GREELEY ANNEX HVAC PM CONTRACT)
KEY PERFORMANCE INDICATORS
SCHEDULE 3
1.. ACCOUNT MANAGEMENT
Contractor will designate an Account Manager or Technician Supervisor to address the needs of the Customer_
2. TECHNICIAN AND SUPERVISOR CONSISTENCY
Contractor will, to the best of its abitities and control, keep the same technician and supervisor with the building. In the event
a technician transitions from Contractors company, Contractor will be proactive in ptoviding communication and a transition
ice+
3. INCLUSIONS
Agreement Includes but is not limited to
+ Labor and Material cost for Filter Changes on AHUs two times a year
• Labor to replace belts one time a year for AHUs listed in this contract
4. EXCLUSTIONS
• Material Cost of Belts one time a year for all AHUs listed in this agreement
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C&W SERVICE CONTRACT 01/17/2018 Contract p 2018•GREELEYANNEXHVA (2018-GREELEY ANNEX HVAC PM CONTRACT)
EXHIBIT "B"
Contract Payment Terms
PROPOSAL DATE
6/26/2018
BY AND BETWEEN:
Haynes Mechanical Systems
300 Lincoln Ct $1 H,
Fort Collins, CO 80524
PROPOSAL NUMBER AGREEMENT NUMBER
EH1012
Cushman & Wakefield
445 Union Blvd $1101
Lakewood, CO 80228
Hereinafter CONTRACTOR Hereinafter. CUSTOMER
SERVICES WILL BE PROVIDED AT THE FOLLOWING LOCATION(S):
822 7Th St, Greeley, CO 80631
EH1012
Contractot will provide the services described in the maintenance program indicated below, which are attached hereto and made a part
of this Agreement, in accordance with the terms and conditions set forth on the following maintenance program pages
CONTRACTOR PROGRAM: Preventative Maintenance Agreement for budding Environmental Systems
Associated Terms and Conditions
AGREEMENT coverage will commence 0A7/1/2018. the AGREEMENT price is $6,055.00 per year, payable 51,513.75 Quarterly in advance,
beginning on the effective date of 7/1/20111
IN WARRANTY ONLY. During the warranty, the AGREEMENT price wall be N/A per N/A tt is understood that the warranty empires on N/A
SCHEDULES INCLUDED-
11 Inventory of Equipment 2i inventory of AR raters 31 Key Performance indicators
I
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C&W SERVICE CONTRACT 01/17/2018 Contract al 2018-GREELEYANNEXHVA (2018-GREELEY ANNEX HVAC PM CONTRACT)
EXHIBIT "C"
Contractor Insurance Requirements
Contractor shall, throughout the duration of this Agreement, at its cost and expense, carry and from time to lime renew, the insurance set
forth below
(A) Commercial General L)abiity Insurance in the minimum amount of $1,000,000 per occurrence, $2,000,000 per location
aggregate, including Personal Injury Coverage (False Arrest, Detention or Imprisonment, Malicious Prosecution, Libel, Slander,
Defamation or violation of Right of Privacy, Wrongful Entry or Eviction or other Invasion or Right of Private Occupancy), broad form
Property Damage (including broad form contractual liability coverage for Contractor's indemnification as provided for in this Agreement),
Premises Operations, Prodects/Cornpieted Operations Hazard, and Independent Contractors;
(B)
Owner;
(C)
Worker's Compensation Insurance in statutory amounts which shall contain a waiver of subrogation in favor of Agent and
Employer's Liability Insurance In the minimum amount of $500,000;
(D) Commercial Automobile Liability Insurance covering owned. non -owned and hired automobiles, trucks and trailers used
by Contractor in the minfmumm amount of $1,000,000 combined single limit for Bodily Injury and Property Damage;
(E) In the event that Contractor is to have access to, or is responsible for handling, Agent's or Owner's funds, Fidelity Bond
coverage on a blanket basis covering Contractor and its employees, in an amount as Agent or Owner shall reasonably request, having
such deductible as shall be determined from time to time by Agent or Owner, and naming Agent and Owner as a loss payee;
(F) Non -occupational and Disability Insurance, if required by the State where the Property is located;
(G) In the event that Contractor is to park motor vehicles as part of the Services herein, Garage Keepers Legal Liability
Insurance in an amount of sot less than $1,000,000, which insurance may be subject to a deductible provision not to exceed $250 per
occurrence;
(H) In the event Contractor is to operate a parking garage as part of the Services herein, Garage Liability Insurance in an
amount of not less than $1,000,000 combined single limit and
(I) Umbrella Liability providing coverage excess of the required employer's liability, commercial general liability, and
commercial automobile liability insurance policies in a minimum amount of $2,000,000 unless otherwise approved in vatting by Agent or
Owner.
All such insurance shall be issued by reputable insurance companies licensed to do business in the state where the Property is located,
have a Best's rating of not less than A -MI, and otherwise be satisfactory to Owner. All of such poises shall be on an "occurrence basis"
and Agent (and Agent's subsidiaries and affiliates who are performing services at the Pr
requested by Owner oral abil Owner, obanil any Liability
dol parties
Agent shall be named as additional insureds under Contractor's General Liability, Automobile Liability aid Umbrella
Liability insurance policies as -follows:
Cushman and Wakefield, U.S., Inc., and Weld County, Colorado
Certificates in customary form, evidencing that premiums for the foregoing insurance have been paid, shall be delivered by Contractor to
Agent simultaneously with Contractor's execution of this Agreement and prior to Contractor performing any Services hereunder. Within
thirty (30) days prior to expiration of such insurance similar updated certificates shall be delivered by Contractor to Agent evidencing the
renewal of such insurance, together with evidence of the payment of the premium. All certificates of insurance must contain a definite
provision that if the policies of insurance evidenced by such certificates are canceled or changed during the periods of coverage as stated
therein, in such a manner as to effect the coverage afforded by such policies, written notice will be mailed to Agent and Owner by certified
mail and return receipt requested at least thirty (30) days prior to such cancellation or change.
Contractor shalt procure an appropriate clause in, or endorsement on, each of its policies for lire or extended coverage insurance and on all
other forms of property damage insurance covering the Contractor's personal properly, materials or equipment whereby the insurer waives
subrogation or consents to a waiver of the right of recovery against Agent (and Agent's subsidiaries and affiliates who are performing
services at the Property), Owner, and any additional parties requested by Owner or Agent, and having obtained such waiver of subrogation
or waiver of the right of recovery, Contractor hereby agrees that it will not make any claim against or seek to recover from Agent (and
Agent's subsidiaries and affiliates who are performing services at the Property), Owner and/or any additional
r
Agent, for any loss or damage to property or damage to property of others or bodily injury or death wising fromany requested isk perilbthe tywnerpe
e
covered or coverage by any insurance policy actually carried by or risk or f e mor the type
Agreement.. required to carried by Contractor pursuant to the terms of this
Contractor's Commercial General Liability, Automobile Liability and Umbrella Liability insurance policies shall be primary and
noncontributory, and any such insurance maintained by Agent and/or Owner shall be secondary and non-contributory and excess
over any applicable insurance required to be maintained by Contractor hereunder.
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C&W SERVICE CONTRACT 01/17/2O18 Contract R 2018.GREELEYANNEXHVA (2018-GREELEY ANNEX HVAC PM CONTRACT)
nn' Yoe
Contractor twn
Swarm: 2018-GREELEY ANNEX HVAC PM CONTRACT
Properly. Greeley Plaza
822 71h Street
Greeley. CO 80831
Contractor. Haynes Mechanical Twin and Energy Solutions
The urderdgned. • 1 rcoairador'e RspresanfatM-), hes reviewed Si. Form I -
9s fasts employee(s) of Haynes anlal Tednology and Energy Solutions ("Contractor') idardMed as b
Mow who are or we be the above referenced services ('8atvfcea') at the above referenced property
('Property) pursuant to that certain Service Contract dated July 02. 2018, rAgreeme t') between Owner, by
Agent as agent for Owner, and Contractor- Such review ass bean conducted pursuant to and in accordance with
this Agreement, in cannecacn with such review. the undersigned has reviewed copies of employment etigs1Ity
and identty documentation for each such individual to the extent required to be maintained purulent to the
Agreement or oMtsry ise mmatrMained by the Contractor in accordance with is policies and in accordance with
applicable Federal. State and cal few.
The urrdaraig ed hereby certifies that the Contractor has verified the employment eligibility and identity of the
Individuals who will or are performing work on the Services pursuant to Form I-9 requirements. has ccnaclty
completed the relevant sections of the Form 1-9s for such IndMduss (and b the extent that any viclallans are
discovered that are of a sabre that. In the undersigned's reaoneble judgment, are triable for cue, such
violation heve been corrected to the extort possible), has enrolled in E-vMMyy, or WOW progam. and vedaed led
new hires though E-vally, or skniv program, hired aria the date of this ceretation and M employees assigned
to thFServices (If required by Federal awe pertaining to federal contracts and suboon*acs) and at in ambiance
vi t all separable Federal, Stale end local immigration Lows (es dented in the Agreement) with respect to such
individuals.
This Certification maybe delivered to and relied upon by Owner atria Agent.
Codified by the undersigned as true. correct and complete this day of , 20
Name: (4{xca k /�yY
Tills (,roeiri t "1 s" MG0 r1(/Y
STATE OF G6"./4 -
COUNTY OF L..r;..h.�
On this day of Sµ! y . 20j(belore me appeared 1+k to 4 to me personally known, who, hieing
by me duly sworn, ackn oeledged the signing of this doormen* to be *tritium fro► act es an agent of the
Contractor and that harahe exerted the same for the purposes therein sated.
IN WITNESS WHEREOF, there hereunto set my hand and affixed my cacti seal the day and year lest above
written.
My commission expires; 67/'( / t t
Notary Public in and for said
County and Stele
CA../ /544 a,
Type or Rini Name
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C&W SERVICE CONTRACT 01/17/2018 Contract S2018-GREELEYANNEXHVA (2018-GREELEY ANNEX HVAC PM CONTRACT)
EXHIBIT "E"
Building Rules and Regulations
I) Contractor must furnish Certificates of insurance for both Liability and Worker's Compensation Insurance prior to
performing work on the Property.
2) The building opens at 7:00 a.m. and closes at 6:00 p.m. Monday through Friday. Unless otherwise approved or
required by Manager, all work shall be performed during building hours. Ali work after hours needs to be scheduled
with Manager one business day in advance.
3) Contractor shall not apply oil based paint between the hours of 7:00 a.m. to 6:00 p.m. Monday through Saturday.
4) Supervisors from contractor shall be on site when deliveries are being made.
5) Contractor shall be on site at all times when subcontractors are working in the building or tenant space.
6) Contractor shall not block the entrance doors while bringing in supplies and there will be no blocking of any
hallway. All supplies and equipment are to be kept in the suite/room in which the work is being performed or in
Contractor's vehicle. There will be tenants coming in and out of the building conducting their normal business so
please be considerate of their needs.
7) The subcontractors are not to go to the management or building maintenance for questions without first going to the
contractor. Contractors shall direct questions to Manager.
8) Contractor is to make arrangements for doors to be open as well as checking out keys and arranging access to suites,
Fire Command Center or elevators. Arrangements must be made with Property Management prior to 12:00 noon the
previous business day.
9) installation of the elevator pads is the Contractor's responsibility along with removal and cleaning in between use.
10) If access to tenant occupied space is necessary, time must be scheduled through the Manager. No direct contact will
be made with the tenants. An hourly charge of 845 will be reimbursed to the building for the Property Maintenance
Contractor's time. This includes travel lime if deemed necessary.
I I) Loud and excessive construction noise shall be performed after hours. Any loud and excessive construction noise
completed during building hours has to be cleared with Manger.
12) No loud radios or vulgar language.
13) No smoking in the halls, tearooms or suites. Smoking is permitted outside only.
14) All subcontractors are to be dressed in a professional manner and have proper identification.
15) Please cover all windows visible from the corridor. Remove or cover all blinds to keep from damage and/or dust.
16) Many times your work will require fire and smoke alarms to be turned off: It is the contractor's responsibility to
arrange this through Manager. Under no circumstances are the subcontractors to perform this duty. Liability for the
fire alarm is with the Contractor.
17) Contractor is responsible for clean up. Cleaning and/or maintenance supplies are not provided by the building.
III) Tools are not loaned for any reason.
19) Contractor is responsible for removing any demo- excess trash. It can't be put in the building dumpsters.
20) All x-ray and core drilling is to be done during hours that impacted tenants are not open for business.
21) Please turn out all lights in the suite when done for the day.
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C&W SERVICE CONTRACT 01/17/2018 Contract S 2018-GREELEYANNEXHVA (2018-GREELEY ANNEX HVAC PM CONTRACT)
4HAYNES
Mechanical Tectra'ogy and Erergy Solutions
BOOKING INFORMATION
Maintenance Sales: Ethan Hodgson
Project Sales: Brian Finegan
Supervisor: Jared Owens
Tier: 2
Date: 7 / 11 / 2018
Type: Q NEW O ADD 0 DEDUCT (Contract Number: EH1011 ) Start Date: 7 / 15 / 2018
Contract Type: O CM Q PM OM0 O BAS PM
Contract Information
Contract Name: Greeley Chase Plaza Annex
Oa
O8111 As Contract
DBill To Project
Contract Price: $ 6.055.00 Add Price: $ Deduct Price: $
Contract Length: 1 years Increase Built In? QYes QNo
Agreement Margin: $/% 35 Billing Cycle: OM cal OS OA
Sales Credit Split: Ethan Hodgson 100 % Commission Split: Ethan Hodgson
CUSTOMER INFORMATION
Part of Current Portfolio? ()Yes Q No
Tax Status
O Tax Exempt (Attach Tax Exempt Certificate) 0 Standard
Billing Information
Company Name: Cushman and Wakefield
If Yes, Portfolio Name:
Address: 445 Union Blvd #101
City: Lakewood
Contact Name: Aileen Phillips
State: Colorado Zip: 80228
Phone Number:303-312-4305
SITE INFORMATION
Site Name: Greeley Chase Tower
Site Address: 822 7th st
Contact Name: Aileen Phillips
Email Address: aileen.phillips@cushwake.com
City: Greeley State: Co zip: 80631
Phone Number: 303-312-4305
Start -Up Meeting: 0 Phone 0 On -Site Building SgFt: 30.000 Utility Analysis: O Yes Q No
Xcel Consent Form Signed: Q Yes 0 No *lf not Xcel, obtain 12 months of utility bills from customer
Date
ager Signature
Sales Manag nature
Date
ASSIGNMENT OF SERVICE CONTRACT FROM CUSHMAN AND WAKEFIELD, U.S. INC.
TO FACILITIES DEPARTMENT FOR PROPERTY MANAGEMENT AND EXTENSION OF
AGREEMENT FOR HEATING, VENTILATION, AND AIR CONDITIONING (HVAC) SERVICES
APPROVED AS TO SUBSTANCE:
Elected' Official or Department Head
APPROVED AS TO FUNDING:
Controller
APPROVED AS TO FORM:
County Attorney
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