HomeMy WebLinkAboutbocc.res.123.2008RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN
COUNTY, COLORADO, TO ACCEPT A STATE AND PRIVATE FORESTRY
GRANT FROM THE COLORADO DEPARTMENT OF AGRICULTURE FOR A
WEED CONTROL COST SHARE PROGRAM WITH LANDOWNERS
RESOLUTIONNO. /~3 -2008
WHEREAS the Boazd of County Commissioners of Pitkin County is committed to
compliance with the Colorado Noxious Weed Act and its accompanying Rules and
Regulations.
WHEREAS the Colorado Department of Agriculture has mandated that Plumeless
Thistle (raze in Colorado overall) be progressively eradicated from Pitkin County in a
series of phases, beginning with the Crystal River Valley by 2008 and west of the Crystal
by 2012.
WHEREAS noxious weed eradication efforts can be a significant expense for
landowners, especially on lazge acreages.
WHEREAS County staff, in conjunction with the US Forest Service, have applied for,
and been awazded, grant moneys from the Colorado Department of Agriculhxre State and
Private Forestry program in the amount of $8,000 to use as a weed-conirol cost share
program for landowners controlling high-priority weeds in the aforementioned 2008 and
2012 Plumeless Thistle Eradication Zones.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Pitkin County, Colorado that:
1. The Pitkin County Boazd of County Commissioners supports the concept of a
cost-shaze program between Pitkin County and private landowners, to help them
control noxious weeds on their property.
2. This program will be administered in 2008 by the Land Manager, using funds
awazded to Pitkin County through a State and Private Forestry grant by the
Colorado Department of Agriculture; and be it further
RESOLVED that the Board will accept these fixnds, and is committed to the successful
completion of said project; and be it fur[her
RESOLVED that a public hearing on the resolution sha11 be held on the 19`~' Day of
November 2008.
INTRODUCED, FIRST READ, AND SET FOR PUBLIC HEARING ON November 5`n,
2008.
NOTICE OF PUBLIC HEARING PUBLISHED IN THE ASPEN TIMES WEEKLY ON
November 9~', 2008.
ADOPTED AFTER FINAL READING AND PUBLIC HEARING ON November 19,
2008.
PUBLISHED BY TITLE AND SHORT SUMMARY, AFTER ADOPTION, IN THE
ASPEN TIMES WEEKLY ON November 30, 2008.
BOARD OF COUNTY COMMISSIONERS
By: G~CK
Jack field, Chair an
Date: (~~~I'~~~
APPROVED AS TO FORM: MANAGER APPROVAL
~
John Ely,
~ A C °~ ~
Hilary Fl cl er, County Manager
/
ATTEST:
State of Coloredo - Department of Agriculture
Contract Routing Number (CLIN #): 098AA00024
STATE OF COLORADO PERSONAL SERVICES CONTRACT
THIS CONTRACT, dated this 16th day of June, 2008, by and beYween the State of Colorado, for the use and
benefit of the Department of Agriculture, located at 700 Kipling St, Suite 4000, Lakewood, Colorado, 80215-B000
(the "State'), and Pitkin County, a(n) po(itical subdivision, located at 506 East Main St, Aspen, Colorado, 81611,
("CoMractor').
FACTUAL RECITALS
A. Authority exists i~ the law and funds have been budgeted, appropriated and otherwise made available and a
sufficient unencumbered balance thereof remains available for encumbering and subsequent payment of this
contract through.the Colorado Financial Reporting Systems (COFRS).
B. Required approval, clearance and coordination have been accomplished from and with appropriate agencies.
C. Contractor's bid was selected in accordance with Colorado law and State Procurement Rules pursuant to the
State's issuance of a(n) ,Cp~jae~ition MO~ regulred = exempt proeareme,nt,
D. Authority for the agency entering into this contract arises from Colorado Revised Statutes (CRS) 35-5.5-
108.5(2)(III).
E. The State requires cooperation in the eradication of noxious weeds. Contractor is ready, willing and able to
provide such services and goods, if applicable.
NOW THEREFORE, in consideration of and subject to the terms, conditions, provisions and limitations contained in
this contract, the State and Contractor agree as follows:
AGREEMENT
1. Definitlons
The following terms as used in this contract shall be construed and interpreted as follows, unless the context
otherwise expressly requires a different construction and interpretation:
1.1. "Compensation" means the funds payable to Contractor by the State which are related to the Goods and
Senrices set forth in lhe Statement of Work set forth in Exhibit A, attached hereto and incorporated herein.
1.2. "ContracY' means fhis contract for Goods and Services, its terms and conditions, attached exhibits,
documents incorporated by reference under the terms of this contract, and any future modifying agreements,
exhibits, attachments or references that are incorporated pursuant to Staie Fiscal Rules and Policies.
1.3. "F~dilbit" means a statement of work document, schedule, budget, or other identified exhibit which has been
incorporated into and attached to this contract.
1.4. "Goods" means anything that is produced or manufactured and that is obtained by the State, either in and of
itself, or in conjunc6on with services.
1.5. "Services" means services pertormed or tangible material produced or delivered in the pertormance of
services.
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BASIC CONTRACT TERAAS
2. Statement of Work
2.1 Contractor shail perform the Services and provide the Goods (if applicable) described in Exhibit A,
Statement of Work.
3. Pertortnance Standard
Contractor shall pertorm the Services and deliver the goods, if applicable, described in Exhiblt A, Scatement of
Work, in accordance with the highest standard of care, skill and diligence provided by a proFessional person or
company in pertormance of work similar to the Services, and all services, and all consumables, products, and
materials used in pertormance of the Services shalf be of good quality and free from faults and defects. Contrector
warrents that (a) services or goods provided under this contract shall meet the description in Exhibit A, Statement
of Work, (b) there are no pending or threatened suits, claims, or actions of any type with respect to the services or
goods provided and (c) the services and goods shall be free and clear of any liens, encumbrances, or claims
arising by or through Contractor or any party related to Contractor.
4. PerFarmance Term
4.1. 7his contract shall be effective upan approval by the Colorado State Controller, or designee, or on July 1,
2006, whichever is later (the "Effective Date") and extend through December 15, 2008. Pertormance of this
contract shall commence as soo~ as practicabfe after fhe Effective Date and shall be undertaken and
pertormed in the sequence and manner set forth in Exhibtt A, Statement of Work.
42.In the event [he State desires fo continue the Services and a replacement contract has not been fully approved
by the termination date of this contract, the State, upon written notice to Contractor, may unilaterally extend this
contract for a period of up to three (3) months. The contract shall be extended under the same terms and
conditions as the original contract, including, but not limited to prices, rates and service delivery requirements.
This extension shall terminate at the end of the three (3) month period or when the replacement contract is
signed by the Colorado State Controller or an authorized delegate.
5. Compensation
5.1. Payment of compensation pursuant to this contract will be made as earned, in whole or i~ pact, trom available
State funds encumbered in a maximum amount not to exceed $8,o0D for the performance of the Services
and acquisition of Goods required bY this contract and Exhibit A, Statement of Work. Satisfactory
performance under the terms of this contract shall be a condition precedent to the State's obligation to
compensate Contraclor.
52. The maximum compensation payable under this contract, and under any renewal hereof, sha{I include all
Contractor fees, costs and expenses.
5.3. The State shall not be liable ta Contractor for payment of work or services or for costs or expenses incurred
by Contractor prior to lhe ° Effective Date".
6. Availability of Funds
This contract is contingent upon the continuing availability of State appropriations as provided in Section 2 of the
Colorado Special Provisions, incorporated as a part of this contract. The State is prohibited by law from making
fiscal commitments beyond the term of its current fiscal period. If Federal appropriations or grants fund this
contract in whole or in part, the contract is subject to and contingent upon the continuing availability of appropriated
Federel funds for this conVact. If State of Colorado or Federal funds are not appropriated, or otherwise become
unavailable to fund this contract, the State may immediately terminate the contract in whole or in part without
further liability.
PROCEDURES FOR AND OBLIGATIONS OF C~NTRACT PERFORMANCE
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7. BillinglPayment Procedure
7.1. The State shall esNablish billing procedures and pay Contractor the contract price or rate for Services
performed, reviewed, and accepted or Goods delivered, inspected, and accepted pursuant to all the terms
and conditions of this contract, including without limitation, performance, quality, milestones and completion
requirements for payment set forth in Exhibit A, Statement of Work, and the State's inspection and
acceptance rights in Section 8. Canfractor shall submit Exhibit B for payment and provide requested
documentation in a manner prescribed or approved by the State. Payments pursuant to this contract shall be
made as eamed, in whole or in part, from available funds encumbered for the purchase of the described
Services and Goods. Incorrect payments by the State to Contractor due to omission, error, fraud, or
defalcation shall be recovered from Contractor by deduction from subsequent payments under this confract
or other contracts between the State and Contractor or collected as a debt due to the State.
7.2. Invoices and payments shall be mailed using the US Postal Service or other delivery service with a properly
addressed stamped envelope to the address specified by the Contractor on form W-9 or other similar form
and by the State in its billing procedures.
7.3. The State shall make payment in full with respect to each involce within forty-five (45) days of receipt thereof;
provided that the amount invoiced represents Goods and/or Services which have been accepted by the State
and the form of the invoice is acceptable to the State. Uncontested amounts not paid by the State within
forty-five (45) days shall bear interest on the unpaid balance beginning with the foriy-si~cth (46th) day at a rate
of one percent (1%) per month until paid in full; provided, however, that no interest shall accrue with respect
to unpaid amounts for which the State has delivered to Contractor notice of a good faith dispute. Contrector
shall invoice the State separately for accrued interest on delinquent amounts. The billing shall reference the
delinquent payment, the number of day's interest to be paid and the applicable interest rate.
8. Inspection and Acceptance
The State reserves the right to inspect Services and Goods provided under this contract at all reasonable times and
places during the term of this coniract, including any extensions. If any of the Services or Goods does not conform
to contract requirements, ihe State may require Contractor to promptly pertorm the Services or provide Goods
again in confortnity with contract requirements, at no additional cost to the State. When defects in the quality or
quantity of Services and Goods cannot be corrected by re-pertormance, the State may:
(a) require Conhactor to take necessary action to ensure that future performance conforms to this contract
requirements; and
(b) equi[ably reduce tlie payment due to Contractor to reflect the reduced value of the Services performed
or Goods provided.
These remedies shall in no way limit the remedies available to the State in other provisions of this contract or
remedies othervvise available in equity or at law, all of which may be exercised by the State, at its option, in lieu of
or in conjunction with the preceding measures. Furthermore, the reduction, delay or denial of payment under this
provision shall not constitute a breach of contract or default by the State.
8. Reporting
Unless otherwise provided in this contract or the exhibits hereto, Contractor shall submit, on a quarterly basis and
upon termination or completion of work, a written progress report analyzing the performance under this contract
and spec'ifying progress made for each activity identified in Contractor's duties and o6ligations. Such written
analysis shall be in accordance with the procedures developed and prescribed by the State. The preparation of
reports in a timely manner shall be the responsibility of Contractor and failure to comply may result in the delay of
payment of funds and/or termination of this contrect. Required reports shall be submitted to the State not later than
the end of each calendar quarter, or at such time as otherwise specified. Notwithstanding anything herein to the
contrary, including without limitation the priority provisions set forth in Seclion 35, specific reporting requirements
set forth in Exhibit A, Statement of Work, or in other exhibits to this contract, shall take precedence over this
generel reporting provision.
10. Rights in Data, Documents, and Computer Sokware
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10.1 Any software, research, reports, studies, data, phatographs, negatives or other documents, drawings,
models, materials, or work product of any type, including drafts, prepared by Contractor in the perfortnance of
its obligations under this contract (the "Work Product"), shall be the exclusive property of the State and all
Work Product shall be delivered to the State by Contractor upon completion, termination, or cancellation of
this contrect. The rights of the State with respect to such Work Product shall include, but not be limited to,
the right to copy, publish, display, transfer, prepare derivative works, or otherwise use such Work.
10.2 ConVactor shall not use, willingly allow, cause or permit such property to be used for any purpose other than
the perfortnance of Contractors obligations under this contract, without the prlor written consent of the State.
The rights of the State with respect to such property shall include, but not be limited to, the right to copy,
publish, display, transfer, prepare derivative works, or othenvise use such property.
11. Maintenance, Inspectlon end Monftoring of Records
11.1 Contractor shall maintain a complete file of all records, documents, communications, notes and other written
materials or electronic media, files or communications, which pertain in any manner to the operation of
programs or the delivery of Services or Goods under this conlract, and shall maintain such records for a
period of three (3) years after the date of termination of this contract or final payment hereunder, whichever is
later, or for such further period as may be necessary to resolve any matters which may be pending, or until
an audit has been completed; provided, that if an audit by or on behalf of the Federal and/or Colorado State
govemment has begun but is not completed or audit findings have not been resolved after a three (3) year
period, such materials shail be retained until the resolution of the audit findings.
11.2 Contractor shall permit the State, the Federal Government or any other duly authorized agent of a
governmental agency to audit, inspect, examine, excerpt, copy andlor transcribe Contractor's records during
the term of this contract and for a period of three (3) years following termination of this contract or final
payment hereunder, whichever is later, to assure compliance with the terms hereof or to evaluate
ConVactor's pertormance hereunder.
11.3 Contractor also shall permit these same described entities to monitor all activities conducted by Contractor
pursuant to the terms of this contract. As the monitoring agency, in its sole discretion, may deem necessary
or appropriate, such monitoring may consist of internal evaluation procedures, examination of progrem data,
special analyses, on-site checking, formal audit examinations, or any other reasonable procedure. All such
monitoring shall be pertormed in a manner that will not unduly interfere with contract pertormance.
12. Confldentlallty of State Records and Informatlon
72.1 Contractor acknowledges that it may come into contact with confidential information in connection with this
contract or in connection with the pertormance of its obligations under this contract, including but not limited,
to personal records and information of individuals. It shall be the responsibility of Contractor to keep all State
records and information confidential at all times and to comply with all Colorado State and Federal laws and
regulations concerning the confidentiality of information to the same extent applicable to the State. Any
request or demand for information In the possession of Contractor made by a third party who is not an
aufhorized parry to this contract shall be immediately forwarded to the State's principal representative for
resolu[ion.
12.2 Contractor shall notify all of its agents, employees, subcontractors and assigns who will come into contact
with State information that they are subject to the confidentiality requirements set forth herein, and shall
provide each with a written explanation of the requirements before they are permitted to access information
or data. Contractor shall provide and maintain a secure environment that ensures confidentiality of all State
records and infortnation wherever located. No State information of any kind shall be distributed or sold to any
third party or used by Contractor or its agents in any way, except as authorized by the contract and as
approved by the State. State information shall not he retalned in any files or otherwise by Contractor or its
agents, except as set forth in this contract and approved by the State. Disclosure of State records or
information may be cause for legal action against Contractor or its agents. Defense of any such action shall
be the sole responsibility of Contractor.
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13. Litigation ReporGng
Contractor, within ten (10) days aRer being served with a summons, complaint, or other pleading in a case which
involves Services or Goods provided or Contrector's perfortnance under this contract, which has been filed in any
Federal or state court or administrative agency, shall deliver copies of such document to the State's principal
representaFrve, or in absence of such designation, to the chief executive o~cer of the department, agency, or
institution executing this conVact on behalf of the State.
14. Confllct of Interesk
14.1 During the tertn of this contract, ConVactor shall not engage in any business or persona! activities or
practices or maintain any relationships which conflict in any way with the full pertormance of Contractor's
obligations under this contract.
14.2 AddiHonally, Contractor acknowledges that in governmenlal contracting, even the appearance of a conflict of
interest is harmful to the interests of the State. Thus, Contractor shall refrein from any practices, activities or
relationships that could reasonably be considered to be in conflict with the full pertormance of Contractor's
obligatlons to the State in accordance with the terms and conditions of this contract, without the prior written
approval of the State.
14.3. In the event that ConVactor is uncertain whether the appearance of a conflict of interest may reasonably
exist, Contractor shall submil to the State a full disclosure statement setting forth the relevant details for the
State's consideration and direction. Failure to promptly submit a disclosure statement or to follow the State's
direction in regard io the apparent conflict shall be grounds for termination of the contract.
14.4. Contractor and su6contractors, permitted under the terms of this contract, shall maintain a written code of
standards governing the pertormance of their respective employees engaged in the award and administration
of contracts. No employee, officer or agent of Contractor or any permitted subcontractor shall participate in
the selection, or in the award or administretion of a contract or subcontract supported by Federal funds 'rf a
conflict of interest, real or apparent, would be involved. Such a conflict would arise when:
(a) an employee, officer or agent
(b) any member of the empioyee's immediate family;
(c) an employee's partner; or
(d) an organization, which employs, or is about to employ, any of the above,
has a financial or other interest in the firm selected for award. Contractor's or subcontractor's officers,
employees, or agen[s shall neither solicil nor accept gratuities, favors, or anything of monetary value from
Contractor, potential contractors, or parties to sub-agreements.
REPRESENTATIONS AND WARRANTIES
15. Warranties. During the term of this contract and for a period of 0 months following the State's final acceptance
under this contract, Contraetor warrants as follows:
15.1 All Goods furnished under this contract shall be new and in good working order, free from defects in materials
or workmanship, inshalled properly and in accordance with manufacturers' recommendations or other industry
standards and will function in a failure-free manner. Contractor shall repair or replace, at its option, any
Goods that fail to satisfy this warranty.
152 Contractor shall assign and deliver to the State all written manufacturer's warranties relating to the Goods.
15.3 All Services under this Contract shall be perfortned in accorriance with the specifications set forth in this
contract and Exhibit A and in a manner acceptable to the State. Contractor shall re-perform any Services
that fail to satisfy this warranty.
75.4 All deliverables delivered under this contract by Contractor shall meet the specifications set forth in this
contract and Exhibit A. Contractor shall correct or replace any deliverables which fail to satisfy this warranty.
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The foregoing warranties and such other warranties as may be set forth in Exhibit A, Statement of Work, are a part
of the minimum work requirements of this contract, and as such will be at no additional cost to the State.
16. Licenses, Permlts, and Responslbllities
Contractor certifies that, at the time of entering into this contract, it has currently in effect all necessary licenses,
certifications, approvals, insurance, permits, and qther authorizations required to properly pertorm the Services
and/or deliver the Goods covered by this contract. Contractor warrants that it shall maintain all necessary licenses,
certificafrons, approvals, insurance, permits, and other authorizations requiretl to properiy perform this contract,
without reimbursement by the State or other adjustment in wntract price. Additionally, ali employees of Contractor
pertorming services under this contract shall hold the required licenses or certifications, if any, to pertorm their
responsibilities. Contractor, 'rf a forelgn corporation or other entity transacting business in the State of Colorado,
further certifies that it currently has obtained and shall maintain arry applicable certificates of authority to do
business in the State of Colorado and has designated a registered agent in Colorado to accept service of process.
Any revocation, wkhdrawal or non-renewal of licenses, certifications, approvals, insurance, permits or any such
similar requirements necessary for Contractor to properiy pertorm this contract, shall be deemed to be a default by
Contractor and grounds for termination of this contract by the State.
17. Ta~c Exempt Status
Contractor acknowledges that the State of Colorado is not liable for any sales, use, excise, property or other [axes
imposed by any Federal, State or local government tax authority. The State also is not liable for any Contractor
franchise or income related tax. No taxes of any kind shall be charged to the State.
78. Legal Authority
Contractor warrents that it possesses the legal authority to enter into this contract and that it has taken all actions
required by its procedures, 6y-laws, and/or applicable laws to exercise that authority, and to lawfully authorize its
undersigned signatory to execute this contract and to bind Contractor to its terms. Contractor agrees it shall submit
voluntarfly to the personal jurisdiction of the Federal and State courts in the State of Colorado and venue in the City
and County of Denver, Colorado. The person(s) executing this contract on behalf of Contractor warrant(s) that
such person(s) have full authorization to execute this conlract.
19. Compliance with Applicable Law
19.1 Contractor shall at all times during the execuGon of this contrect strictly adhere to, and comply with, all
applicable Federal and Colorado State laws, and their implementing regulations, as they currently exist and
may hereafter be amended, which laws and regulations are incorporated herein by this reference as terms
and conditions of this contract. Contractor also shall require compliance with such laws and regulations by
subcontractors under subcontracts permitted under this contract.
192 "Federal faws and regulations incorporated into this contract include, without limitation:
(a) P,ge Discrimination Act of 1975 42 U.S.C. Sections 6101, et seq.
(b) Age Discriminatlon in Employment Act of 1967
(c) Americans with Disabilities Act of 1990 (ADA)
(d) Equal Pay Act of 1963
(e) Immigration Reform and Control Act of 1986
(Q Section 504 of the Rehabilitation Act of 1973
(g) TiUe VI of the Civil Rights Act of 7964
29 U.S.C. 621-634
42 U.S.C. 12101, etseq.
29 U.S.C. 206(d)
8 U.S.C.1324b
29 U.S.C. 794
42 U.S,C.2000d
(h) Title VII of the Civit Rights Act of 1964 42 U.S.C. 2000e
(i) Title IX of the Education Amendment of 1972 20 U,S.C. 1681, et seq.
Q) Section 24-34-302, et seq., Colorado Revised Statutes 1997, as amended
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19.3 Contractor also shall comply with any and all laws and regulations prohibiting discrimination in the
pertortnance of Contractor's obligations under this contract. In conside2tion of and for the purpose of
obfaining any and all Federal andlor Colorado State financial assistance, Contractor makes the following
assurances, upon which the State relies:
(a) Contractor shall not discriminate against any person on the basis of rece, color, national origin, age, sex,
religion and handicap, including Acquired Immune Deficiency Syndrome (AIDS) or AIDS-related conditions,
in performance of work under this contract.
(b) At all times during the performance of this contract, no qualified individual with a disability shall, hy reason of
such disability, be excluded from participation in, or denied benefits of the service, programs, or activities
performed by Contractor, or be subjected to any discrimination by Contractor.
19.4 Contractor shall take all necessary aTfirmative steps, as required by 45 CFR 92.36(e), Colorado Executive
Order, and Procurement Rules to assure that small and minority businesses and women's business
enterprises are used, when possible, as sources of supplies, equipment, construction, and services
purchased under this contract"
REMEDIES
20. Remedies
In addition to any other remedies provided for in this contract, and without limiting the remedies otherwise available
at law or in equity, the State may euercise the following remedial actions if Contrador substantially fails to satisfy or
perfarm the duties and obligations in this contract "Substantial failure" to satisfy duties and obligations shall be
defined to mean material, insufficient, incorcect or improper perfortnance, activities, or inaction by Contractor.
These remedial actions are as follows:
(a) Suspend Contractors performance pending necessary corrective action as specified by the State,
wilhout ConVacMrs entitlement to adjustment in pricelcost or schedule. Furthermore, at the State's
option, a directive to suspend may include suspension of this entire contract or any particular part of
this contract that the State determines in good faith would not be beneficial or in the State's best
interests due to Contractor's substantial non-pertormance. Accordingly, the State shall not be liable to
Contractor for costs incurred after the State has duly notified Contractor of the suspension of
performance under this provision, and Conlractor shall promptly cease performance and incurring
costs in accordance with the State's directive;
(b) Withhold payment to Contractor until the necessary Services or Goods or corrections in pertormance,
development or manufacture are satisfactorily completed;
(c) Request the removal from work on this contract of employees or agents of Contractor identified by the
State, in its reasona6le judgment, as being incompetent, careless, insubordinate, unsuiNable, or
otherwise unacceptable, or whose continued employment on this contract the State deems to be
contrary to the public interest or not in the best interests of the State;
(d) Deny payment for those Services or obligations which have not been pertortned andlor Goods which
have not been provided and which, due to circumstances caused by Contractor, cannot be pertormed,
or if pertormed would be of no value to the State. Denial of the amount of payment must be reasonably
related to the value of work or pertormance lost to the State; andlor
(e) Terrninate this contract for default
The above remedies are cumulative and the State, in its sole discretion, may exercise any or all of them individually
or simultaneously.
21. Termination for Convenience
21.1 When the interests of the State so require, the State may terminate this contract in whole or in part, for the
convenience of the State. The State shall give written notice of termination to Contractor specifying the
termination of all or a portion of this contract and the effective date of such. Exercise hy the State of this
termination for convenience provision shall not be deemed a breach of contrect by the State. Upon receipt of
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written notice, Contractor shall incur no further obligations in connectlon with the terminated work and, on the
date set in the notice of termination, Contractor shall stop work to the extent specified. Contractor also shall
terminate outstanding orders and subcontracts as they relate to the terminated work. All finished or
unfinished documents, data, studies, research, surveys, drawings, maps, models, photographs, and reports
or other materials prepared by Contractor under this contract shall, at the option of the State, be delivered by
Contractor to the State and shall become the State's property. The State may direct Contractor to assign
Contractor's right, title, and interest under terminated orders or subcontracts to the State. Contractor shall
complete and deliver to the State the work not terminated by the notice of termination and may incur
obligations as are necessary to do so within the contract terms.
21.2 If this contract is terminated by the State as provided herein, Contractor shall be paid an amount which bears
the same retio to the total compensation as the Services satisfactorily pertormed or the Goods or deliverables
satisiactority delivered or installed bear to the total Services, Goods or deliverables covered by this contrect,
less payments of compensation previously made. In addition, for contracts that are less than 60~0
completed, the State may reimburse the contractor for a portion of actual out-of-pocket expenses (not
otherwise reimbursed under this contract) incurred by Contractor during the contract period which are directly
attributable to the uncompleted portion of Contractors obligations covered by this contract. In no event shall
reimbursement under this clause exceed the contract amount. If this contract is terminated for cause, or due
to the fault of the Contractor, the Termination for Cause or Default provision shall apply.
22. Termination for DefaultlCause
If Contractor refuses or fails to perform any of the provisions of this contract with such diligence as will ensure its
completion within the time and pursuant to the requiremenis and terms specified in this contract, the State may
notity Contractor in writing of such non-pertormance. If Contractor fails to promptly correct such delay or non-
pertormance within the time specified, the State, may at its option, terminate this entire contract or such part of this
conVact as to which there has been delay or a failure to properly pertorm. If terminated for cause, the State shall
only reimhurse Contractor for accepted work or deliverables received up to the date of termination and final
payments may be withheld. In the event of termination, all finished or unfinished documents, data, studies,
research surveys, reports, ofher materials prepared by Contractor, or materials owned by the State in the
possession of Contractor, at the option of the State, shall be returned immediately to the State or retained by the
State as its properry. At the State's option, Contractor shall continue performance of this contract to the extent not
terminated, if any, and shall be liable for excess costs incurred by the State in procuring from third parties
replacement senrices or substitute goods as cover. Notwithstanding any remedial acUon by the SNate, Contractor
also shall remain liable to the State for any damages sustained by the State by virtue of any breach by Contractor
and the State may wNhhold any payment to Contractor for the purpose of mitigating the State's damages, until such
time as the exact amount of damages due to the State from Contractor is determined. Upon termination by the
State, Contractor shall take timely, reasonable and necessary action to protect and preserve property in the
possession of Contractor in which the State has an interest. Further, the State may withhold amounts due to
Contractor as the State deems necessary to protect the Sta[e against loss because of outstanding liens or claims of
former lien holders and to reimburse the State for the excess costs incurred in procuring similar goods or services.
Any acdon taken by the State hereunder or pursuant to paragraph 15 shall not be cause for Contractor to terminate
this Contrad for default or material breach. If, after termination by the State, it is determined for any reason that
Contractor was not in default or that Contractors actionlinaction was excusable, such termination shall be treated
as a termination for convenience and the rights and obligations of [he parties shall be the same as if this contract
had been terminated for convenience, as described herein.
23.Insurance
23.1 The Contractor shall obtain, and maintain at all times during the term of thfs agreement, insurance in the
following kinds and amounts:
a. Workers Compensation Insurance as required by state statute, and Employer's liability Insurence
covering all of the contractor's employees acting within the course and scope of their employment.
b. Commercial General Liability Insurance written on ISO occurrence form CG 00 01 70/93 or equivaient,
covering premises operations, fire damage, independent contractors, products and completed operations,
blanket conVactual liability, personal injury, and advertising liability with minimum limits as follows:
Page 8 of 14
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i. $1,000,000 each occurrence;
ii. $1,000,000 general aggregate;
iii. $1,000,000 products and completed operations aggregate; and
iv. $50,000 any one fire.
If a~ aggregate limit is reduced below $1,000,000 because of claims made or paid, the contractor shall
immediately obtain additional insurance to restore the full aggregate Ilmit and furnish to the State a cerlificate
or other document satisfactory to the State showing compliance with this provision.
c. Automobile Liability Insurance covering any auto (including owned, hired and non-owned autos) with a
minimum limit as follows: $1,000,000 each accident combined single limit.
23.2 The State of Colorado shall be named as additional insured on the Commercial General Liability and
Automobile Liability Insurance policies (leases and construction contrects will require the additional insured
coverage for completed operations on endorsements CG 201011/85, CG 2037, or equivalent). Coverege
required of the contract will be primary over any insurance or self-insurance program carried by the State of
Colorado.
23.3 The Insurance shall include provisions preventing canceliation or non-renewal without at least 45 days prior
notice to the State by certified mail.
23.4 The contractor will require all insurance policies in any way related to the contract and secured and
maintained by the contractor to include clauses stating that each carrier will waive all rights of recovery, under
subrogation or otherwise, against the State of Colorado, its agencies, institutions, organizations, officers,
agents, employees and volunteers.
23.5 All policies evidencing the insurance coverages required hereunder shall be issued by insurance companies
satisfactory to the State.
23.6 The contractor shall provide certificates showing insurance coverage required by this contract to the State
wilhin 7 business days of the effective date of the contract, but in no event later than the commencement of
the services or delivery of the goods under the contract. No later than 15 days prior to the expiration date of
any such coverage, the contractor shall deliver the State certificates of insurance evidencing renewals
thereof. At any time during the term of this contract, the State may request in writing, and the contractor shall
thereupon within 10 days supply to the State, evidence satisfactory to the State of compliance with the
provisions of this section.
23.7 Notwithsfanding subsection a of this section, if the Contractor is a"public entity" within the meaning of the
Colorado Governmental Immunity Act, CRS 24-10-101, et se°., as amended ("AcC'), the contractor shali at all
times during the term of this contract maintain only such liability insurance, by commercial policy or self-
insurance, as is necessary to meet its liabi~ities under the Act. Upon request by the State, the contractor shall
show proof of such insurance satisfactory to the State.
24. Govemmentallmmunity
Notwithstanding any other provision of this contract to the contrary, no term or condition of this contract shall be
construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection, or
other provisions of the Governmental Immunity Act. The parties understand and agree that liability for claims for
injuries to persons or property arising out of negligence of the State of Colorado, its departments, institutions,
agencies, boards, o~cials and employees is conVolled and limited by the provisions of sections 24-10-101, et. seq.,
C.R.S., as now or hereafter amended and the risk management statutes, sections 24-30-1501, et seq., C.R.S., as
now or hereafter amended.
25. Force Majeure
Neither Conhactor nor the State shall be liable to the other for any delay in, or failure of per(ormance of, any
covenant or promise contained in this contract, nor shall any delay or failure constitute default or give rlse to any
liability for damages if, and only to the extent that, such delay or failure is caused by "force majeure." As used in
Page 9 of 14
(/
this contract "force majeure° means acts of God; acts of the puhlic enemy; public health/safety emergency acts of
the State or any governmental entity in its sovereign capacity; fires; floods, epidemics; quarantine restrictions;
strikes or other iabor disputes; freight embargoes; or unusually severe weather.
MISCELLANEOUS PROVISIONS
26. Representatives
Each individual identified below is the principal representative of the designating party. All notices required to be
given to a party pursuant M this contract shall be hand delivered with receipt required or sent by certified or
registered mail to such party's principai representative at the address for such party set forth below. Either party
may from time to time designate by written notice substitute addresses or persons to whom such notices shall be
senf.
For the State: Jon Reitan
Colorado Department of Agriculture
700 Kipling St, Suite 4000 •
Lakewood, CO. 80215-8000
303-239-4128
For Contractor: Crystal Yates-White
Pitkin County
76 Service Center Road
Aspen, CO. 81611
27. Asslgnment and Successors
Contractor's rights and obligations under this contract shall be deemed to be personal and may not be transferred,
assigned or subcontracted without the prior, written consent of the State, which shall not be unreasonably withheld.
Any attempt at assignment, fransfer or subcontracting without such consent shall be void, axcept that Contractor may
assign the right to receive payments from the State pursuant to section 4-9~18, C.R.S. All subcontracts and
subcontractors consented to by the State shall be made subject to the requirements, terms and conditions of ihis
contract. Contractor alone shall be responsible for all subcontracting arrangements, directions and delivery of
subcontracted work or Goods, and pertormance of any subcontracted Services. Contractor shall require and ensure
that each subconhactor shall assent in wriiing to all the terms and conditions of this contract, including an obligation of
the subcontractor to indemniy the State as is required under Section 3 of the Coiorado Special Provisions,
incorporeted as a part of this contract.
28. Third Party BeneficlaNes
The enforcement of tlie terms and conditions of this contrect and all rights of action relating to such enforcement
shali be strictly reserved to the State and Contractor. Nothing contained in this conUact shall give or allow any
claim or right of action whatsoever by any third person. It is the express intention of the State and Confractor that
any such person or entity, other than the State or Contractor, receiving services or benefits under this contract shall
be deemed an incidental beneficiary only.
28. Severability
To the extent this contract may be executed and performance of the obligations of the parties may be accomplished
within the intent of the contract, the terms of this contract are severable. Should any term or provision hereof be
declared invalid or become inopera6ve for any reason, such invalidity or failure shall not affect the validity of any
other term or provision hereof.
30. Waiver
7he waiver of any breach of a term, provision, or requirement of this contract shall not be construed or deemed as
waiver of any subsequent breach of such term, provision, or requirement, or of any other term, provision, or
requirement.
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31. Entire Understandin8
This contract is intended as the complete integration of all understandings between the parties. No prior or
contemporaneous addition, delefion, or other amendment hereto shall have any force or affect whatsoever, unless
embodied herein in writing. No subsequent novafion, renewal, addition, deletion, or other amendment hereto shall
have any force or effect unless embodied in a writing executed and approved pursuant to the Colorado State Fiscal
Rules.
32 Survival of Cerfaln Contract Terms
Notwithstanding anything herein to the contrary, all terms and conditions of this contract, including but not limited to
its exhibits and attachments, which may require continued performance, compliance, or effect beyond the
termination date of the contract, shall survive such termination date and shall be enforceable by the State in the
event of the Contractor's failure to perform or comply as required.
33. Modification and Amendment
32.1 This contract is subject to such modifications as may be required by changes in Federal or Colorado State
law, or their implementing regulations. Any such required modification automadcally shall be incorporated
into and be part of this contract on the effective date of such change, as if fully set forth herein.
32.2 Excepl as specifically provided in this contract, no modification of this contract shail be effective unless
agreed to in writing 6y both parlies in an Amendment to this contract, properly executed and approved in
accordance with Colorado State law and State Fiscal Rules.
34. Venue
Venue for any action related to pertormance of this contract shall be in the City and County of Denver, Colorado.
35. Order of Precedence
The provisions of this conVact shall govern the relationship of the State and Contractor.
inconsistencies between this contract and its exhibits or attachments, such conflicts
resolved by reference to the documents in the following order of priority: ~
(a) Colorado Special Provisions, pages 12 to 13.
(b) Remaining pages of the contract, pages 1 to 11.
(c) Exhibit A, Statement of Work
Page 11 of 14
In the event of conflicts or
or inconsistencies shall be
/ ~
SPECIAL PROVISIONS
The Special Provlabns apply to ell contrads except where noted in ifalics.
1. CONTROLLER'S APPROVAL. CRS §24-30-202 (1]. This contract shall not be deemed valid until it has been
approved by the Colorado State Controller or designee.
2. FUND AVAILABILITY. CRS §24-30-202~5.5). Financial obligations of the State peyable after the current fiscal
year are contingant upon funds for that purpose being appropriated, budgeted, and otherwise made available.
3. INDEMNIFICATION. ConVactor shall indemnify, save, and hold harmless the State, its employees and agents,
against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees and
related costs, incurred as a result of any act or omission by Contractor, or its employees, agents, subcontractors, or
assignees pursuant to fhe terms of this contract.
(Appllca6le Only to lnfergovemmenta! ContractsJ No term or condition of this contract shall be construed or
interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions,
of the Colorado Govemmental Immunity Act, CRS §24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C.
2671 et seq., as applicable, as now or hereafter amended.
4. INDEPENDENT CONTRACTOR. 4 CCR 801-2. Contractor shall perform its duties hereunder as an
independent contractor and not as an employee. Neither contractor nor any agent or employee of contractor shall
be or shali be deemed to be an agent or employee of the state. Contractor shall pay when due all required
employment taxes and income taxes and local head taxes on any monies paid by the state pursuant to this
contract. Contractor acknowledges that contractor and its employees are not entitled to unemployment insurance
benefits unless contractor or a third parly provides such coverage and that the state does not pay for or otherwise
provide such coverage. Contractor shall have no authorization, express or implied, to bind the state to any
agreement, liability or undersfanding, except as expressly set forth herein. Contractor shall provide and keep in
force workers' compensation (and provide proof of such insurance when requested by the state) and
unemployment compensation insurance in the amounts required by law and shali be solely responsible for its acts
and those of its employees and agents.
5. NON-DISCRIMINATION. Contractor agrees to comply with the letter and the spirit of all applicable State and
federal laws respecting discrimination and unfair employment practices.
6. CHOICE OF LAW. The laws of the State of Colorado, and rules and regulations issued pursuant thereto, shall
be applied in the interpretation, execution, and enforcement of this contract. Any provision of this contract, whether
or not incorporated herein by reference, which provides for arbitration by any extra-judicial body or person or which
is otherwise in conflict with said laws, rules, and regulations shall be considered null and void. Nothing contained in
any provision incorporeted herein by reference which purports to negate this or any other special provision in whole
or in part shall be valid or enforceable or available in any action at law, whether by way of complaint, defense, or
othenn~ise. Any provision rendered null and void by the operation of this provision will not invalidate the remainder
of this contract, to the extent that this contract is capable of execution. At all times during the pertormance of this
contract, Contrector shall strictly adhere to all applicable federal and State laws, rules, and regulations that have
been or may hereafter be established.
7. VENDOR OFFSET. CRS §§24-30-202 (1) and 2430-202.4. [Not Applicable to intergovernmantal
Agreemants] The State Controller may withhold payment of certain debts owed to State agencies under the
State's vendor offset intercept system for: (a) unpaid child support debts or child support arrearages; (b) unpaid
balances of tax, accrued interest, or other charges specified in CRS §39-21-701, et. seq.; (e) unpaid loans due to
the Student Loan Division of the Department of Higher Education; (d) amounts required to be paid to ihe
Unemployment Compensation Fund; and (e) other unpaid debts certified by the State Controller as owing to the
State as a result of final agency determination or judicial action.
Page 12 of 14
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8. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. No State or other public funds
payable under this contract shall be used for the acquisition, operation, or maintenance of computer software in
violation of federal copyright laws or applicable licensing restrictions. Contractor hereby certifies that, for the term of
this contract and any extensions, Contractor has in place appropriate systems and controls to prevent such
improper use of public funds. If the State determines that Contractor is in violation of this paregraph, the State may
exercise any remedy avafia6le at law or equity or under this contract, including, without limitation, immediate
termination of this contract and any remedy consistent with federal copyright laws or applicable licensing
resUictions.
9. EMPLOYEE FINANCIAL IN7EREST. CRS §24-18-201 and §24-50-507. The signatories aver that to their
knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property
described in this contracL
10. PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-107. [NOtApplicable to agreemenfs relaHng to the
offer, issuance, orsale of securities, Invesiment adv/sory serv/ces or fu»d managemenf services,
sponsored proJects, lniergovemmental agreements, or informatton technology serv/ces or products and
services] Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal
alien who will perform work under this con[ract and will confirm the employment eligibilily of all employees who are
newly hired for employment in the United States to perform work under this contraci, through participation in the E-
Verify Program or the Department program established pursuant to CRS §8-~ 7.5-~ 02(5)(c), Contractor shall not
knowingly employ or contract with an illegal alien to perform work under this contract or enter into a contract with a
subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or corrtract with an
illegal alien to oertorm work under this contract. Contractor (a) shall not use E-Verify Program or Department
progrem procedures to undertake pre-employment screening ofjob applicants while this contract is being
perFormed, (b) shall notify the subcontractor and the contracting State agency within three days if Contractor has
actual knowledge that a subcontractor is employing or contracting with an illegal alien for work under this contract,
(c) shall terminate fhe subcontract if a subcontractor does not stop employing or contracting with the illegal alien
within three days of receiving the notice, and (d) shall comply with reasonable requests made in the course of an
investigation, undertaken pursuant to CRS §8-17.5-102(5), by the Colorado Department of Labor and Employment.
If Contractor participates in the Department program, Contractor shall deliver to the contracting State agency,
institution of higher education or political subdivision a written, notarized affirmation, affirming that ConVactor has
examined the legal work status of such employee, and comply with all of the other requirements of the Department
program. If Contractor falls to comply with any requirement of this provision or CRS §8-17.5-101 et seq., the
contracting State agency, institution of higher education or political subdivision may terminate this contract for
breach and, if so tertninated, Contractor shall be liable for damages.
11. PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS §24-76.5-101. Contractor, if a natural person
eighteen (78) years of age or older, hereby swears and affirms under penalty of perjury that he or she (a) is a
citizen or otherwise lawfully present in the United States pursuant to federal law, (b) shall comply with the
provisions of CRS §2476.5-101 et seq., and (c) has produced one form of identification required by CRS §24-76.5-
103 prior to the effective date of this contrect.
ReNSed May 73, 2008
Page 13 of 14
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Contract Routing Number
TAE PARTIES I3ERET0 HAVE EXECUTED THIS CONTRACT
?~~,._.:"~!. Porsona signing for Condactor Nareby swwr end affirm that tAey are authoriud to act on Contracfor's behalf and
acknowlodge that the Stete ia relying on their repreaentadona to that ettect and accept peroonal reaponsi6ility for any and all
damagea the State may incur for any errors fn euc6 representation. +
CONTRACTOR
Pitkin County
,
~~~ d~e ,
3y: , .
fitle: [~OC C zy.-~~~~
*Signature
late: ~l `( ~6 p
2nd Contractor Signature if Needed
3y: Name of Authorized Individual
fitle: Official Title of Authorized Individual
*Signature
)ate:
STATE OF COLORADO
BID Riaer, Jr. GOVIItNOR
Agriculture
John Stulp. Commissioner
, Director of Policy and Initiative
Dale:
/ 7 ~ 0{~
LEGAL REVIEW
John W. Suthers, Attorney General
Signature - Assistant Attorney General
'~,, ~~.,~'~j'. CRS §24J0-202 requires the State Cantroller to approve all State Can[racts. This Conhnc[ is not valid until signed and deted
~~~, below by the State Controller or delegate. Contractor ia not authoriud to begin performpnee until nuch tima If Contrflctor begius
I performing prior thereto, the State of Colarado is not obligxted to pay CantroMOr for such performance or for any goods and/or
i services provided hereueder.
STATE CONTROLLER
J. McDermott, CPA
By:
Jon Reitan} ie Financial O~cer
Date: ") 0
Page 14 of 14
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Exhibit A
2008 Scope of Work
Cooperative Weed Management
Name of County / Organization: Pitkin Countv
Project Mame: Plumeless Thistle Eradication Zones
StaM Date: Julv 2008 Compietion Date: December 15. 2008
Amount of Funding Allocated: $8.000.00
What species of noxious weed(s) are targeted for prevention, detection/mapping
and/or management by this proposal?
Common Name # of acres to invento # of acres to treat infested
Plumeless Thistle 50
(eradication in Pitkin
Coun
Dalmatian Toadfiax ~
(eradication in Pitkin
Coun
Oxeye Daisy 100
(containment in Pitkin
Coun
Yellow ToadHax z5
(suppression in Pitkin
Count
Houndstongue 100
(suppression in Pitkin
Coun
Total acrea e: 27g
Project Description:
7his is a Control and Management project. The list B Management Plan for Plumeless
Thistle in Pitkin County is eradication. The first phase of the eradication process (to be
completed in 2008) is the area between the Crystal River to the West, the Capitol Creek
to the East, and the northem and southern County lines (see attached map). The
second phase extends west from the Crystal River to the western Pitkin County
boundary along Huntsman Ridge. Both of these regions lie almost entirely within the
boundaries of the White River National Forest (Aspen-Sopris Ranger District). Those
areas which do not actually lie within the National Forest boundary contain roads which
directly access the WRNF.
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Eradication of Plumeless Thistle within the Phase 1 zone has been mandated for 2008.
Since this goal was set in 2005, great progress has been made in the realms of both
landowner education and Plumeless thistle control. Yet with 2008 now upon us,
patches of Plumeless still remain in this region. It is time for a significant push to
eradicate remaining Plumeless in Phase 1. At the same time, it is also important to
begin strengthening control efforts in the Phase 2 eradication zone to the west, in order
to prevent the re-invasion of Plumeless Thistle on the eastern side of the Crystal River
Valley.
Pitkin County and the Aspen-Sopris Ranger District are applying for funds to be used as
a cost share with private landowners to control the above-listed species within the 2008
and 2012 Plumeless Thistle eradication zones. 5pecial emphasis to be placed on
eradication of Plumeless Thistle and Dalmatian Toadflax, two list B species listed for
eradication in Pitkin County.
List project objectives:
Eradicate remaining Plumeless Thistle and Dalmatian Toadflax within the 2008
Plumeless Thistle eradication zone (see map)
2. Motivate and Support private landowners to manage noxious weeds by: 1)
contacting eligible landowners (those owning lands within the 2008 and 2012
Plumeless Thistle eradication zones) and 2) providing cost-share funds for
management.
3. Especially target those landowners needing to control Plumeless Thistle within
the 2008 eradication zone and those needing to control other high-priority
noxious weed species (e.g. Dalmatian Toadflax and Spotted Knapweed).
Identify matching resources to be put forth by the county, landowners, and other
partners in the project area:
Salary 7% of Land Manager =
$5,000
Equipment Use and In-kind Landowner labor @$2/acre x
values 276 acres = $552
Herbicide (and professional) Landowner share $25 to
$50/acre x 276 acres = $6,900
to $13,800
Cosf depends on whether
contro! is done by landowner
(landowner pays half of total
cost or b rofessional
Page 2 of 3
/g
(landowner pays two-thirds of
cost ~
TOTAL $12,452 to $19,352
PROJECT TIMELINE:
June:
• Publicize program and contact eligible participants through mass-mailing, public
N, website, and other venues
June -October:
• Collect Participants and provide technical assistance (e.g. phone calls, site visits,
emails, printed materials) as needed
• Provide reimbursement moneys to eligible landowners participating in the cost-
share program.
• Conduct noxious weed enforcement
September-December
• Follow up with program participants
• Submit project completion form and report to State Noxious Weeds Program
Page 3 of 3
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Exhibit B
INVOICE
TO: Crystal Andrews
Colorado Department of Agriculture
700 Kipling St, Suite 4000
Lakewood, CO 80215-8000
Please accept this invoice as a request for payment for work performed in 2008 pertaining to
"Plumeless Thistle Eradication Zones" project.
Invoice: 32-2008
Amount of Invoice: $ (not to exceed $8000)
Make check payable to: Pitkin County
Federa( E.I.N.: 846000794
Send payment to:
Pitkin County
76 Service Center Rd
Aspen, CO 81611
Thank you,
Crystal Yates-White
FOR OFFICE USE ONLY:
Fund:
Agency Code: BAA
Approp Code: _
Org Unit:
Object Code:
Page 1 of 1
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