HomeMy WebLinkAboutbocc.con.237.2010CLERK'S CHECK LIST
FOR CONTRACTS SUBMITTED TO CLERK AND RECORDER FOR,
SCANNING/ARCHIVING
CONTRACT #: 237-2010
ORIGINATING DEPARTMENT/DIVISION: Airport
CONTACT PERSON: David Ulane
PROJECT NAME: Guest Services Program
❑ BOCC AGENDA ITEM
(Requires BOCC Signature)
CHECK PROCUREMENT TYPE;
PHONE #: 970-429-2853
❑STAFF AUTHORIZED SIGNATURE
(per Revised Procurement Code 7/2005)
❑None ❑Informal �Formal ❑Sole Source �Emergency ❑State Bid ❑
❑Compliance with House Bilis 06-1343 and 07-1073 (Under $10,000, Letters of Engagement, etc.)
CHECK CONTRACT TYPE:
DOLLAR AMOUNT: $276,895 BUDGET LINE ITEM/LEDGER NiJMBER: 404.23.00000.82123 /
404.20.00000.82123
� Services/Maintenance
❑License/Use
❑Lease
❑Construction
❑Goods, Equipment, Supplies
❑Other (e.g. revenue)
on-Profit
(for county employees)
iental Agreement (Requires BOCC Action)
Agreements (Requires BOCC Action)
;e Order/Contract Amendment
CONTRACTOR/BUSINESS:ACRA Complete Legal of Name of Business Aspen Chamber
and ResoR Association
Contract Execution Date:12/15/2010 Contract End Date: 12/31/2011
Automatic Renewal ❑Yes �No Term of Contract: 1/1/2011 - 12/31/2011
All Contracts should be roofed for the following:
P ,p�
✓ �No Pages Missing � (�,W°"
✓❑If a Page is Left [ntentionally Blank —Note on Page / �� 0 �
✓ �Page numbered consecutively � J �
✓ �All Signatures Affixed
✓ �All Dates Filled In
✓ �All Other Blanks Filled In
✓ �All Exhibits Attached
✓�HB 06-1343 and 07-1073 Legislation Included in RFP and/or Contract
✓ ❑All Legal Descriptions Attached (if appropriate)
✓ ❑Notice of Award/Proceed Attached (if appropriate)
✓ ❑Warranty,ifapplicable
❑Special Instructions for Finance Department:
�Sentto Clerk and Recorderfor Scanning/Archiving
�Authorized Staff Person's Name: Phylis Mattice
BY CHECKING ABOVE AND ENTERING NAME, TIIE 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.
AMENDED 04/Ol/08
CONTRACT FOR PROVISION OF SERVICES
Contred 237-2010
THIS CONTRACT is made and entered by and between the Pitkin County Board of County
Commissioners ("County") and Aspen Chamber Resort Association, 425 Rio Grende Place,
Aspen, Co 81611 (hereinafter "Contractor").
Term. The term of this contract is from January 1, 2011 to December 31, 2011.
2. Contrector's Oblieations. Contractor shall operate and manage the Guest Services
program at the Aspen/Pitkin County Airport, in accordance with the Scope of Work attached as
Exhibit "A".
3. Comoensation and Exnenses. Invoicine. Pavment 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 sum of $276,895 for the services outlined in
Exhibit "A". Contractor shall invoice the County monthly in accordance with the payment schedule
attached as Exhibit "B", but any payment by the County may be offset by any amount the
Contractor owes the County for any reason. In the event the Contractor incurs time and expenses
in excess of the total compensation stated above, no compensation for said additional time and
expenses shall be required to be paid by the County without written amendment to this contract
executed by the County.
4. Countv's Exclusive Ownershin of Work Product. Any drawings, specifications,
guidelines and other documents prepared 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 prepared, developed, or
created pursuant to this contract, including the right to: 1) reproduce the work; 2) prepare
derivative works; 3) distribute copies to the public; 4) perform the works publicly; and 5) to
display the work publicly. Contrector shall have right to use materials produced in the course of
this contract for marketing purposes and professional presentations, articles, speeches and
other business purposes.
5. Pitkin Countv's Obli�ations. Pitkin County shall administer this contract through
a County Representative. The Assistant Aviation Director/Administration will manage the
project as the County's Representative. In the event that the Assistant Aviation
Director/Administretion is not available, the Office Manager 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.
Page I of 13
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. Contrector 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. Notwithstanding the above,
Contractor shall not be relieved of liability to the County for damages sustained by the County
by virtue of any breach of the contract by the Contractor.
7. Indeoendent Contrector 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 are 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 care, 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. Contrector 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 Assienablilitv. 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. Bindin¢ 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 arbitretion. Arbitration shall be
conducted pursuant to the rules of the American Arbitration Association and shall be presided
Page 2 of 13
over by the Pitkin County Hearing Officer appointed to arbitrate Pitkin County contract
disputes. Costs of the arbitration shall be awarded to the substantially prevailing party.
10. Severebilitv. In the event that any provision of this contract shall be held to be
invalid or unenforceable, the remaining provisions of this contrect shall remain valid and
binding upon the parties hereto
11. Inteeration 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 contrect 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 Contrector's compensation, which are
mutually agreed upon between the County and the Contractor, shall be in writing and
upon execution shall become part of this contract.
12. Indemnitv.
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, judgment, expenses, costs (including costs of investigation and
defense), fees (including reasonable attorney and expert witness fees) or compensation in
any form 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 bear 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 insurence policies, from companies
licensed in the State of Colorado, as will protect itself, the County and others as speci-
fied, 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
Page 3 of 13
insurance coverage, at or above the limits indicated and including such endorsements as
are indicated by an "X", are required:
1. Statutory Workers' Compensation: Coloredo statutory
minimums
2. Commercial General Liability— I50 1998 Form or equivalent
(With County named additional insuredJ
Each Occurrence Limit 51.000.000.00
General Aggregate Limit 52.000.000.00
Products/Completed Operations Aggregate Limit 52.000.000.00
Comprehensive Form (All risks) to include (place X by applicable
provisions]:
_X_ Premises/Operations
_ Underground, Explosion & Collapse Hazard
_ Products/Completed Operations
_X_ Contractual Liability
_X_ Independent Contrectors and Subcontractors
_X_ Broad Form Property Damage
_X_ Personallnjury
3. Business Auto Coverage:
Combined Single Limit Liability (each accident) 51,000.000.00
Including all owned, non-owned, and hired vehicles.
4. Special Covereges (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:
Page 4 of 13
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 Paragreph 5, no
later than ten (10) calendar days prior to commencement 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) calendar 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 declaretions page).
Simultaneously with the Certificates of Insurence, 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 Contrador.
d. Location of operations shall be: "all operations and locations
at which work for the referenced Project is being done."
3. Certificates of Insurence for all renewal policies shall be delivered to
the County's Representative at least fifteen (15) days prior to a policWs
expiration date except for any policy expiring on the expiretion 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.
Page 5 of 13
14. Exemotions and Preferences. All purchases of construction or 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. Attornev's Fees. In the event that legal adion 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 attorne�/s fees.
18. Governmental Immunitv. 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 contrect shall be construed or
interpreted to require or provide for indemnification of the Contrector 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 Oblieations. 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
year of Pitkin County. No provision of the contract shall be construed or interpreted as creating
a multiple-fiscal year 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 year. 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
Page 6 of 13
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. Com�liance with House Bill 06-1343 and House Bill 07-1073
A. In compliance with House Bill 06-1343 and House Bill 07-1073 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 Coloredo, the Contractor shall
not:
1. 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 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 Bill 06-1343 and House Bill 07-1073 enacted by the
Generel Assembly of the State of Colorado:
1. The Contractor has confirmed or attempted to confirm the employment
eligibility of all employees who are 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 Congress, or its
successor, that is administered by the United States Department 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 contrects with an illegal
alien, the Contrector 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
Page 7 of 13
b. Terminate the subcontract with the subcontractor if within three
days of receiving the notice required pursuant to subparegreph (a) of this
paragraph (3) the subcontractor does not stop employing or contracting with the
illegal aliens; except that the Contractor shall not terminate the contract with
the subcontractor if during such three days the subcontractor provides
information to establish that the subcontrector has not knowingly employed or
contracted with an illegal alien.
4. The Contrector shall comply with any reasonable request by the
Department of Labor and Employment made in the course of an investigation that the
Department of Labor and Employment is undertaking pursuant to the authority
established in Subsection (5) of C.R.S. § 8-17.5-102.
21. 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
fol lows:
A. To Pitkin County
Aspen/Pitkin County Airport
0233 E. Airport Road, Suite A
Aspen, CO 81611
Attn: David Ulane
Fax #: 970-920-5378
with copies to:
Pitkin County Attorney's Office
530 E. Main Street, #302
Aspen, Colorado 81611
Fax: (970) 920-5198
B. To Contractor:
Aspen Chamber Resort Association,
425 Rio Grande Place
Aspen, CO 81611
Fax:(970)
IN WITNESS WHEREOF, the parties have executed this contract as of the date first set out
herein above.
Page B of 13
CONTRACTOR:
ASPEN CHAMBER RESORT ASSOCIATION
By: i ��Y�"IY�'Y�� �UYVI�►V � /1"1�1
Title ��� '��.L��
PITKIN COUNTY:
By:
David Ulane, AAE
Assistant Director of Aviation
�' �1 �---,
By: 1.-1 �, fi
Phylis�ttice
Interi qlunty Manager
12Ic� I f0
Date
IZ�l�rO
Date
�z -�� � o
Date
Page 9 of 13
Exhibit A
Scope of Work
Contractor's shall:
1. Staff the Aspen/Pitkin County Airport Guest Services program/location in
accordance with the following general minimum schedule:
High Season Daily Shifts
December 7—April 12 and June 8—September 6
Sun Mon Tues Wed Thur Fri Sat
8-3pm 1
9-4pm 1
11:30-6:30pm 1
4-11:30pm 1 1
4:30-11:30om 1
Total 5
Low Season Daily Shifts
1 1 1 1
1 1 1 1
1 1 1 1
1 1 1 1
1 1 1 1
5 5 5 5
April 13 —June 7 and September 7— December 6
Sun Mon Tues Wed Thur
8:30-3:30pm 1 1 1 1 1
11:30-6:30pm 1 1 1 1
4:30-11:30om 1 1 1 1
Total 3 3 3 3
Fri
1
1
1
3
1 1
1 1
1 2
1
1 1
5 6 36 total shifts
Sat
1
1
1
3
1
1
3 21 total shifts
The general minimum schedule above may be modified upon mutual written
agreement between County and Contractor. Actual dates of High Season and Low
season will be based on flight schedules.
2. Be solely responsible for the management and compensation of Contractor's
employees required under this contract.
3. Provide training to all of Contractor's employees required under this contract.
Training topics and curriculum will be determined mutually by Contractor and the
County's Representative.
Page 30 of 13
4. As requested by the County, provide customer service training to airport, tenant and
concessionaire employees
5. Ensure that Contractor's employees required under this contract are appropriately
and consistently attired to greet the traveling public, in a manner mutually
determined by Contractor and the County's Representative.
6. Provide assistance to the traveling public in the form of (but not limited to) flight
and ground transportation information, lodging and food service information,
baggage service information, lost articles and persons assistance, ski industry
assistance, and any other miscellaneous information pertaining to the community as
requested.
7. Be proactive and alert for travelers in distress and be prepared to assist in any
reasonable way necessary. Contractor's employees are to be out from behind the
Guest Services counter as much as possible, actively seeking out customers in need,
welcoming other customers, and interfacing with tenants and users to ensure a high
quality experience.
8. Assist in monitoring unauthorized ground transportation activities (soliciting,
unauthorized operators, etc.) in the terminal building, and reporting any such
activities to Airport staff.
9. Ensure that articles turned into to Guest Services as lost are be recorded and
promptly turned over to the County's Representative.
10. Agree that it will remove any personnel working at Guest Services upon the request
by the County's Representative.
11. Provide the County's Representative with a budget statement for the Guest Services
program to the Airport at least twice yearly.
12. Ensure that Contractor's personnel comply with all pertinent local, state and Federal
rules and regulations.
13. Ensure that Contractor's employees adhere to the Contractor's standard operating
procedures and referral policies regarding amenities and services. Every effort will
be made to make such referrals in a manner fair to the service providers.
14. Not allow the display of advertising material in the Guest Services booth that will
conflict with the existing advertising services in the terminal, in the County
Representative's sole discretion.
Page 11 of 13
15. Contractor's employees will perform light housekeeping responsibilities in the
Terminal Building of the Airport, including but not limited to picking up discarded
newspapers, coffee cups, etc. and streightening passenger waiting areas and seats.
16. ACRA agrees that included in Section 3 of this Agreement, titled: "Compensation and
Expenses, Invoicing, Payment and Offset " of $276,895 is the $1,000 fee for the
Aspen Airport banner on ACRA's Website.
Page 12 of 13
Exhibit B
2011 Payment Schedule
January
February
March
April
May
June
July
August
September
October
November
December
TOTAL
$ 33,895
$ 25,000
$ 25,000
$ 21,000
$ 15,000
$ 25,000
$ 25,000
$ 25,000
$ 30,000
$ 15,000
$ 15,000
S 22.000
$276,895
Page 13 of 13
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