HomeMy WebLinkAboutbocc.con.290.2008 CLERK'S CHECK LIST
FOR CONTRACTS SUBMITTED TO CLERK AND RECORDER FOR SCANNING/ARCHIVING
CONTRACT 290-2008
ORIGINATING DEPARTMENT/DIVISION: SWC
CONTACT PERSON: Hilary Burgess PHONE 429.2883
PROJECT NAME: Software purchase and installation
? BOCC AGENDA ITEM ®STAFF AUTHORIZED SIGNATURE
(Requires BOCC Signature) (per Revised Procurement Code 7/2005)
? Over $50,000 (Requires County Manager's Signature)
? CHECK PROCUREMENT TYPE:
?None ®Informal ?Formal ?Sole Source ?Emergency ?State Bid ?
?Compliance with House Bills 06-1343 and 07-1073 - Immigation Form (Under $10,000, Letters of Engagement, etc
®DOLLAR AMOUNT: $20,000 BUDGET LINE TTEM/LEDGER NUMBER: 416.68.92664.86842
? CHECK CONTRACT TYPE:
?Services/Maintenance ?Employment (for county employees)
®License/Use ?Intergovernmental Agreement (Requires BOCC Action)
?Lease ?Non-Profit
?Construction ?Quasi-Public
?Goods, Equipment, Supplies ?Grant Agreements (Requires BOCC Action)
?Other (e.g. revenue) ?Change Order/Contract Amendment
CONTRACTOR: CORE Computing Solutions, Ina COMPLETE LEGAL OF NAME OF BUSINESS (if different
from contractor)
Contract Execution Datea 1/]/8 Contract End Date: 10/31/D9
Automatic Renewal: ®Yes ?No Term of Contract: 1 year
All Contracts shoal
d be proofed for the following:
? ®No Pages Missing
? ®If a Page is Left Intentionally Blank -Note on Page
? ®Page numbered consecutively
? ®All Signatures Affixed
? ®All Dates Filled In
? ®All Other Blanks Filled In
? ®All Exhibits Attached
? ®HB 06-1343 and 07-1073 (Immigration Legislation) Included in RFP and/or Contract
? ?All Legal Descriptions Attached (if applicable)
? ?Notice of Awazd/Notice to Proceed Attached (if applicable)
? ?Warranty(ifapplicable)
? ?Special Instructions for Finance Department:
? ®Sent to Clerk and Recorder for Scanning/Archiving
? ®Authorized Staff Person's Name: Hilary Burgess
BY CHECKING ABOVE AND ENTERING NAME, THE AUTHORIZED STAFF PERSON INDICATES THAT
THE ATTACHED DOCUMENT HAS BEEN PROOFED AND READY FOR SCANNING.
NOTE: CLERK'S OFFICE WILL KEEP ORIGINAL DOCUMENTS IN COMPLIANCE WITH COLORADO STATE
ARCHNES RETAINAGE SCHEDULE.
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Contract # 290-2008
Budget Liue Item # 416.68.92664.86842
CONTRACT FOR PROVISION OF SERVICES
THIS CONTRACT is made and entered by and between the Pitkin County Board of
County Commissioners ("County") and CORE Computing Solutions, Inc., 925 Seminole RD,
Atlantic Beach, FL 32233 (hereinafter "Contractor").
1. Term. The term of this contract is from November 1, 2008 to October 31, 2009.
2. Contractor's Obli atg ions. See Attachments A & B for scope of work.
3. Compensation and Expenses, Invoicing, Payment and Offset. The County shall ,
compensate Contractor for its services in accordance with the Project Budget and Schedule set out in
Paragraph 2. It is expressly understood and agreed that in no event will the total compensation and
reimbursement to be paid hereunder exceed the §txm of $20,000 for all services rendered. By contract
or amendment, the County and Contractor may reallocate the budget among project tasks if the total
budget amount remains unchanged. Contractor shall invoice for the project monthly based on hours
worked, with payment expected within thirty (30) days of invoice, but any payment by the County
may be offset by any amount the Contractor owes the County for any reason
4. County's Exclusive Ownership of Work Product. Drawings, specifications,
guidelines and other documents prepazed by Contractor in connection with this contract shall be
the property of the County. However, Contractor shall have the right to utilize such documents
in the course of its marketing, professional presentations, and for other business purposes.
Contractor assigns to County the copyrights to all work prepazed, developed, or created pursuant
to this contract, including the right to: 1) reproduce the work; 2) prepaze derivative works; 3)
distribute copies to the public; 4) perform the works publicly; and 5) to display the work
publicly. Contractor shall have right to use materials produced in the course of this contract for
marketing purposes and professional presentations, azticles, speeches and other business
purposes.
5. Pitkin Countv's Obli atg ions. Pitkin County shall administer this contract through
a County Representative. Hilary Burgess will manage the project as the County's Representative.
In the event that Hilazy Burgess is not available, Chris Hoofnagle shall assume the County
Representative's duties. The services provided and products delivered by the Contractor under
this contract will be subject to review by the County's Representatives, or a designee, for
compliance with Contractor's obligations prior to final payment.
6. Termination Prior to Expiration of Contract Term. The County has the right to
terminate this contract, with or without cause, by giving written notice to the Contractor of such
termination and specifying the effective date thereof. Such notice shall be given at least ten (10)
days before the effective date of such termination. In such event all finished or unfinished
documents, data, studies and reports prepared by the Contractor pursuant to this contract shall
become the County's property. Contractor shall be entitled to receive compensation in
accordance with the contract for any satisfactory work completed pursuant to the terms of this
contract prior to the date of termination. Not withstanding the above, Contractor shall not be
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Budget Line Item # 416.68.92664.86842
relieved of liability to the County for damages sustained by the County by virtue of any breach of
the contract by the Contractor.
7. Independent Contractor Status.
A. The parties to this contract intend that the relationship between them
contemplated by the contract is that of independent Contractor. Contractor, and any agent,
employee, or servant of Contractor shall not be deemed to be an employee, agent, or servant of
Pitkin County.
B. Contractor is not required to offer his services exclusively to Pitkin
County under this contract. Contractor may choose to work for other individuals or entities
during the term of this contract, provided that the basic services and deliverable products
required under this contract aze submitted in the manner and on the schedule defined under this
contract.
C. Contractor warrants that all work produced will conform to all applicable
industry standard of caze, skill and diligence in the performance of Contractor's obligations under
this contract.
D. Contractor shall not attempt to oversee or supervise the work or actions of
any Pitkin County employee, servant or agent in the course of completing work under this
contract.
E. Contractor is not entitled to any Workers' Compensation benefits through
Pitkin County and is responsible for payment of any federal, state, FICA and other income
taxes.
8. Assi agn
bility. This contract is not assignable by either party. Any use of
subcontractors by the Contractor for performance of this contract must be accepted in writing by the
County.
9. Binding Arbitration. Any disputes arising out of this contract shall be subject to
binding arbitration. The parties agree that any disputes concerning the terms and conditions of this
contract shall be submitted and finally settled by azbitration. Arbitration shall be conducted
pursuant to the rules of the American Arbitration Association and shall be presided over by the
Pitkin County Hearing Officer appointed to azbitrate Pitkin County contract disputes. Costs of the
azbitration shall be awazded to the substantially prevailing party.
10. Severability. In the event that any provision of this contract shall be held to be
invalid or unenforceable, the remaining provisions of this contract shall remain valid and binding
upon the parties hereto
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11. Integration and Modification.
A. This contract represents the entire and integrated contract between the
County and the Contractor and supersedes all prior negotiations, representations, or contract, either
written or oral. This contract may be amended only by written contract signed by both the County
and the Contractor.
B. The County may, from time to time, request changes in the scope of
services of the Contractor to be performed hereunder. Such changes, including the increase or
decrease in the amount of the Contractor's compensation, which aze mutually agreed upon
between the County and the Contractor, shall be in writing and upon execution shall become part
of this contract.
12. Indemni
A. The Contractor (including, by definition here and hereinafter, its officials,
employees, agents and representatives, subcontractors and suppliers), shall and hereby does release,
discharge, indemnify and hold harmless the County of Pitkin and its officials, employees, agents
and representatives from and against liability for any claim, demand, loss, damages, penalty, judg-
ment, expenses, costs (including costs of investigation and defense), fees (including reasonable
attorney and expert witness fees) or compensation in any fonn or kind whatsoever for any bodily
injury, death, personal injury or property damage arising out of or in connection with any negligent
act, intentional act, error or omission by the Contractor, and for any consequential liability alleged
to accrue against the County on account of the Contractor's acts, errors or omissions; provided,
however, that such indemnity shall not be construed as an indemnity for bodily injury or property
damage arising from the sole negligence of the County or its employees.
B. The Contractor further shall investigate, process, respond to, adjust, provide
defense for and defend, pay or settle all claims, demands, or lawsuits related hereto at its sole
expense and shall beaz all other costs and expenses related thereto, even if the claim, demand or
lawsuit is groundless, false or fraudulent.
13. Insurance.
A. In whole or in part, the Contractor shall secure and maintain for the term of its
contractual relationship with the County such insurance policies, from companies licensed in the
State of Colorado, as will protect itself, the County and others as specified from claims for bodily
injuries, death, personal injury or property damage, which may arise out of or result from the
Contractor's acts, errors or omissions. The following insurance coverage, at or above the limits
indicated and including such endorsements as are indicated by an "X", aze required:
L Statutory Workers' Compensation: Colorado statutory minimums
2. Commercial General Liability -ISO 1998 Form or equivalent
(frith County named additional insured)
Each Occurrence Limit
$1,000.000.00
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Budget Line Item # 416.68.92664.86842
General Aggregate Limit $2,000,000.00
Products/Completed Operations Aggregate Limit $2,000,000.00
Comprehensive Form (All risks) to include (place x by applicable
provisions):
X Premises/Operations
Underground, Explosion & Collapse Hazard
X Products/Completed Operations
X Contractual Liability
X Independent Contractors and Subcontractors
X Broad Form Property Damage
X Personal Injury
3. Business Auto Coverage:
Combined Single Limit Liability (each accident) $1,000,000.00
Including all owned, non-owned, and hired vehicles.
4. Special Coverages (check as appropriate and insert amount):
(1) Performance Bond
Labor and Material
Payment Bond
(2) Professional Errors and Omissions
(3) Aircraft Liability
(4) Owner's Protective
(5) Builder's Risk
(6) Boiler and Machinery
(7) Loss of Use Insurance
(8) Pollution Liability
(9) Crime, including Employee Dishonesty Coverage, or Fidelity Bond
B. Proof of Insurance:
1. To provide evidence of the required insurance coverage, copies of
Certificates of Insurance in a form acceptable to the County shall be filed with the County through
the representative identified in Pazagraph 5, no later than ten (10) calendaz days prior to com-
mencement of operations affecting the County. Failure to file or maintain acceptable Certificates
of Insurance with the County is agreed to be a material breach of any contract. These Certificates
of Insurance shall contain a provision that coverage afforded under the policies will not be
canceled or materially altered unless at least thirty (30) calendaz days prior written notice by
certified mail, return receipt requested (effective upon proper mailing), has been sent to the
Procurement Officer. (For purposes of this provision, "materially altered" shall mean a change
affecting the coverage's required herein, including a change to policy limits as set out in the then-
current policy declarations page).
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Budget Line Item # 416.68.92664.86842
Simultaneously with the Certificates of Insurance, the Contractor shall
file with the Procurement Officer a certified statement as to claims pending against the required
coverages, reserves established on account of such claims, defense costs expended and amounts
remaining on policy limits.
2. In addition, these Certificates of Insurance shall contain the following
clauses:
a. The clause "other insurance provisions," in a policy in which the
County of Pitkin holds a Certificate, shall not apply to the County of Pitkin.
b. The insurance companies issuing the policy or policies hereunder
shall have no recourse against the County of Pitkin for payment of any
premiums or for assessments under any form of policy.
c. Any and all deductibles in the above-described insurance policies shall
be assumed by and be for the amount of, and at the sole expense of the
Contractor.
d. Location of operations shall be: "all operations and locations at which
work for the referenced Project is being done."
3. Certificates of Insurance for all renewal policies shall be delivered to
the County's Representative at least fifteen (15) days prior to a policy's expiration date except for
any policy expiring on the expiration date of this contract or thereafter.
4. The County reserves the right to request and receive a copy of any
policy and any policy endorsement at any time during the term of this contract.
14. Exemptions. All purchases of construction, building or any other materials for
this contract shall not include Federal Excise Taxes or Colorado State or local sales or use taxes.
Pitkin County is exempt from such taxes under registration numbers 98-02624 and 84-78000-SK.
15. Records. The Contractor shall maintain comprehensive, complete and accurate
books, records, and documents concerning its performance relating to this contract for a period of
three (3) years after final payment under the contract and the County shall have the right within
the three (3) year period to inspect and audit these books, records and documents, upon demand,
in a reasonable manner and at reasonable times, for the purpose of determining, by accepted
accounting and auditing standards, compliance with all provisions of the contract and applicable
law.
16. Contract Made in Colorado. The parties agree that this contract was made in
accordance with the laws of the State of Colorado and shall be so construed. Venue is agreed to
be exclusively in the courts of Pitkin County, Colorado.
17. Attorney's Fees. In the event that legal action is necessary to enforce any of the
provisions of this contract beyond the arbitration described in Paragraph 9, the substantially
prevailing party shall be entitled to its costs and reasonable attorney's fees.
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Contract# 290-2008
Budget Line Item # 416.68.92664.86842
18. Governmental Immunity. Contractor agrees and understands that Pitkin County is
relying on and does not waive, by any provision of this contract, the monetary limitations or
terms (presently $150,000.00 per person and $600,000 per occurrence) or any other rights,
immunities, and protections provided by the Colorado Governmental Immunity Act, 24-10-101,
et. Seq., C.R.S., as from time to time amended, or otherwise available to Pitkin County or any of
its officers, agents or employees. Further, nothing in this contract shall be construed or interpreted
to require or provide for indemnification of the Contractor by the County for any injury to any
person or any property damage whatsoever which is caused by the negligence or other misconduct
of the County or its agent or employees.
19. Current Year Obligations. The parties acknowledge and agree that any payments
provided for hereunder or requirements for future appropriations shall constitute only currently
budgeted expenditures of Pitkin County. Pitkin County's obligations under this contract are
subject to Pitkin County's annual right to budget and appropriate the sums necessary to provide
the services set forth herein. No provisions of the contract shall constitute a mandatory charge or
requirement in any ensuing fiscal year beyond the then current fiscal yeaz of Pitkin County. No
provision of the contract shall be construed or interpreted as creating amultiple-fiscal yeaz direct
or indirect debt or other financial obligation of Pitkin County within the meaning of any
constitutional or statutory debt limitation. This contract shall not directly or indirectly obligate
Pitkin County to make any payments beyond those appropriated for Pitkin County's then current
fiscal yeaz. No provisions of this contract shall be construed to pledge or create a lien on any
class or source of Pitkin County's moneys, nor shall any provision of this contract restrict the
future issuance of Pitkin County's bonds or any obligations payable from any class or source of
Pitkin County's money.
20. Notice. Any written notice required by this contract shall be deemed delivered
through any of the following: (1) hand delivery to the person at the address below; (2) delivery by
facsimile with confirmation of receipt to the fax number below; or (3) within three (3) days of
being sent certified first class mail, postage prepaid, return receipt requested addressed as
follows:
A. To Pitkin County
Hilary Burgess
Pitkin County Solid Waste Center
76 Service Center RD
Aspen, CO 81611
Fax: 970.923.0243
with copies to:
Pitkin County Attorney's Office
530 E. Main Street, #302
Aspen, Colorado 81611
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Contract # 290-2008
Budget Line Item # 416.68.92664.86842
B. To Contractor:
CORE Computing Solutions
Scott Fisher
925 Seminole RD
Atlantic Beach, FL 32233
21. Compliance with House Bi1106-1343 and House Bi1107-1073
A. In compliance with House Bi1106-1343 and House Bi1107-1073 amending Title 8
of the Colorado Revised Statutes by the addition of Article 17.5, Illegal Aliens-Public Contract
for Services, enacted by the General Assembly of the State of Colorado, the Contractor shall not:
1. Knowingly employ or contract with an illegal alien to perform work under
this contract or;
2. Enter into a contract with a subcontractor that fails to certify to the
Contractor that the subcontractor shall not knowingly employ or contract
with an illegal alien to perform work under this contract.
B. In compliance with House Bi1106-1343 and House Bi1107-1073 enacted by the
General Assembly of the State of Colorado:
1. The Contractor has confirmed or attempted to confirm the employment
eligibility of all employees who aze newly hired for employment in the United States
through participation in the Basic Pilot Program [created in Public Law 208, 104th
Congress, or its successor and expanded in Public Law 156, 108~h Congress, or its
successor, that is administered by the United States Depaztment of Homeland Security]
and, if the Contractor is not accepted into the Basic Pilot Program prior to entering into
this contract, the Contractor shall apply to participate in the Basic Pilot Program every
three months until the Contractor is accepted or this contract has been completed,
whichever is earlier. This provision shall not be required or effective if the Basic Pilot
Program is discontinued.
2. The Contractor shall be prohibited from using Basic Pilot Program
procedures to undertake pre-employment screening of job applicants while this contract is
being performed.
3. If the Contractor obtains actual knowledge that a subcontractor performing
work under this contract knowingly employs or contracts with an illegal alien, the
Contractor shall be required to:
a. Notify the subcontractor and the County within three days that the
Contractor has actual knowledge that the subcontractor is employing or
contracting with an illegal alien; and
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Contncl fi 290-TOOT
Budget Ltrw Item tl ~ 16.6i.92f64.tt6a12 '
b. Temtinnte the subcontract with the subcontractor if within three
days of receiving the notice regtiircd pursuant to subpatagraph (a) of this
paragraph (3) the aabcomtrador dory riot atop employing ar contracting with the
ille~l aliens; except that the Contractor shall not terminate the eontract wleh the
subcontractor if during aut$1 three days tha aubconiradar provides infomoation to
establish that'the aubconhactor has not knowingly employed or contacted with en
illegei alien.
4. The Corrtractor shall comply with aW' reasonable regtteat by the Department
o~ Labor and Etnpmymeat made io the course of an investigation that t1,e Departmart of
Labor and Employment ia•.undataldrg puratratrt to the authority established in Subsection
of C.R.S. § 8-17.5=142.
IN WITNISS WHSRBOF, the parties have executed this contract as of the date first set out
herein above. -
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Page 1 of 2
Attachment B
Hilary Burgess
From: scottf@ccscorp.cam
Sent: Tuesday, October 28, 2008 4:48 PM
To: Hilary Burgess
Subject: Re: Contract
Hi Hilary,
Sorry it has taken so long to get back to you. I am in San Francisco today and tomorrow on business and will be back in the
office on Friday. We aze very excited to have you onboard!
Ok so to answer your questions:
The second yeaz of support is $390 per user per year which includes all you can eat toll free technical support and major
software upgrades of which we release two times a year.
A good estimate with balance forward and customer information will not exceed 35 hours. We suggest that the history in
Wasteworks stay in Wasteworks and you can have the system for historical data only. If you do want to convert history as
well the conversion will not exceed 50 hours.
Typically one trainer will be onsite and one. DBA will be at our office to support the trainer.
Send the County contract on.
Please email me or try to reach me on my cell phone at 904-703-3625. 1 will be available for sure all day Friday. Thanks
again and talk to you soon.
Scott
-----Original Message-----
From: Hilary Burgess [mailto:Hilary.Burgess@co.pitkin.co.us]
Sent: Tuesday, October 28, 2008 06:38 PM
To: scottf@cacorp.com
Subject: Contract
Hey ? I want to get this signed and sent back to you. I also have to fill out the standard County contract for you
to sign.
A few questions:
How much is support after year 1?
How many hours do you estimate for the data conversion?
In the 5 days training are 2 people coming out? Actually ? I?II call you tomorrow to review all this after I figure
out how to get the County contract looking right!
Hilary Burgess
10/29/2008