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HomeMy WebLinkAboutbocc.con.063.2011 CLERK'S CHECK LIST FOR CONTRACTS SUBMITTED TO CLERK AND RECORDER FOR SCANNING /ARCHIVING CONTRACT #: 63 -2011 ORIGINATING DEPARTMENT/DIVISION: atty CONTACT PERSON: J Ely PHONE #: x5191 PROJECT NAME: RICD Water Court Appplication ❑ BOCC AGENDA ITEM ZSTAFF AUTHORIZED SIGNATURE (Requires BOCC Signature) (per Revised Procurement Code 7/2005) ❑ Over $50,000 (Requires County Manager's Signature) ✓ CHECK PROCUREMENT TYPE: -4.o,lok- NNone ❑In ormal ❑Formal ❑Sole Source ❑Emergency ❑State Bid ❑ ❑Compliance with House Bills 06 -1343 and 07 -1073 — Immigration Form (Under $10,000, Letters of Engagement, etc IliODOLLAR AMOUNT: $20,000 BUDGET LINE ITEM/LEDGER NUMBER: 12383.95002.82005 ✓ 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: RiverRestoration.org COMPLETE LEGAL OF NAME OF BUSINESS (if different from contractor) Contract Execution Date:Jan 1 2011 Contract End Date: Jan 1 2,0444013 Automatic Renewal: ZYes ❑No Term of Contract: 1 plus up to 4 addtl 1 1 All Contracts should be proofed for the following: + ✓ ZNo Pages Missing ✓ ®If a Page is Left Intentionally Blank —Note on Page ✓ Page numbered consecutively ✓ ZAII Signatures Affixed ✓ ZAII Dates Filled In ✓ ZAII Other Blanks Filled In ✓ ®A11 Exhibits Attached ✓ ZHB 06 -1343 and 07 -1073 (Immigration Legislation) Included in RFP and/or Contract ✓ EMI Legal Descriptions Attached (if applicable) ✓ ❑Notice of Award/Notice to Proceed Attached (if applicable) ✓ ❑Warranty (if applicable) ✓ ❑Special Instructions for Finance Department: ✓ ❑Sent to Clerk and Recorder for Scanning/Archiving ✓ ®Authorized Staff Person's Name: Lisa MacDonald 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 ARCHIVES RETAINAGE SCHEDULE. Contract # 63 -2011 Coding 12383-95002-82005 tea. Qiire ' CONTRACT FOR PROVISION OF SERVICES THIS CONTRACT is made and entered by and between the Pitkin County Board of County Commissioners ( "County ") 530 E. Main Street, Suite 302 Aspen, CO 81611 and River Restoration.Org PO BOX 2123 Glenwood Springs, CO 81602 (hereinafter "Contractor "). 1. Term. The term of this contract is from January 1, 2011 to January 1, 2013. At the expiration of the initial term, the contract may be extended for an additional term of four years by the express written consent of both parties. 2. Contractor's Obligations. Contractor shall provide services outlined in the attached scope of work as shown on Exhibit A to this contract as it relates to Pitkin County's recreational in- channel diversion water court application. 3. Compensation and Expenses, Invoicing, Payment and Offset. The County shall compensate Contractor for its services in accordance with Table 1 RICD Opinion of Costs. It is expressly understood and agreed that in no event will the total compensation and reimbursement to be paid hereunder exceed the sum of $20,000.00 for all annual 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 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. Contractor 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 County's Obligations. Pitkin County shall administer this contract through a County Representative John Ely, will manage the project as the County's Representative. The services provided and products delivered by the Contractor under 1 Contract # 63 -2011 Coding 12383 - 95002 -82005 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 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 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. 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. Assignability. 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 arbitration. Arbitration shall be conducted pursuant to the rules of the American Arbitration Association and shall a Contract # 63 -2011 Coding 12383- 95002 -82005 be presided 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 ply 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 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 are mutually agreed upon between the County and the Contractor, shall be in writing and upon execution shall become part of this contract. 12. Indemnity. 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 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 3 Contract # 63 -2011 Coding 12383- 95002 -82005 coverage, at or above the limits indicated and including such endorsements as are indicated by an "X ", are required: 1. Statutory Workers' Compensation: Colorado statutory minimums 2. Commercial General Liability — ISO 1998 Form or equivalent (With County named additional insured) Each Occurrence Limit $1,000,000.00 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 Contract # 63 -2011 Coding 12383 - 95002 -82005 the County through the representative identified in Paragraph 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 request- ed (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). 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 there- after. 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 -5K. 15. Records. The Contractor shall maintain comprehensive, complete and accurate books, records, and documents concerning its performance relating to this Contract # 63 -2011 Coding 12383- 95002 -82005 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 attomey's fees. 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 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 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: (.0 Contract # 63 -2011 Coding 12383 - 95002 -82005 A. To Pitkin County: John Ely Pitkin County Attorney's Office 530 E. Main Street Suite 302 Aspen, CO 81611 Fax (970) 920 -5198 B. To Contractor: Jason Carey River Restoration.org PO BOX 2123 Glenwood Springs, CO 81602 FAX - 1- 866 -596 -2123 21. Illegal Aliens — Public Contracts for Services In conformance with the provisions of C.R.S. § 8- 17.5 -101 and 102, as amended; 1. Contractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. 2. Contractor shall not 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 the public contract for services. 3. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services through participation in either the E- Verify Program or the Department Program. 4. Contractor shall use either the E -Verify Program or the Department Program procedures to undertake pre - employment screening of job applicants while the public contract for services is being performed. 5. Should Contractor obtain actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, 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; (b) Terminate the subcontract with the subcontractor if within three days of receiving the required notice the Contract # 63 -2011 Coding 12383- 95002 -82005 subcontractor does not stop employing or contracting with the illegal alien; except that the contractor shall not terminate the contract with the subcontractor if the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien; 6. Contractor shall comply with any reasonable request by the department made in the course of an investigation that the department is undertaking pursuant to C.R.S. 8- 17.5 - 102(5). IN WITNESS WHEREOF, the parties have executed this contract as of the date first set out herein above. CONTRACTOR: Title Q i C, i ra� VV / ( ate PITKIN COUNTY: By: 7 z uthoriz "'u er Dat- dg • IVE - }o ssk � 1 PO Box 2123, Glenwood Springs, CO 81601 (970) 947 -9568 3?iD March 10, 2011 Board of County Commissioners c/o John Ely, County Attorney Pitkin County Colorado 530 E Main Street, Suite 302 Aspen, CO 81611 (970) 920-5190 John.Ely @co.pitkin.co.us RE: Pitkin County Whitewater Park Facility Recreational In- channel Diversion 2011 Scope of Services Dear John, We are very excited about the Pitkin County Whitewater Park, this is shaping up to be one of our best projects. The BOCC's and Staffs commitment to water in the rivers is very valuable to our community and one of the reasons I live in the Roaring Fork Valley. We are honored to help establish the important water rights (RICDs) associated with the whitewater park facility. Most of our heavy lifting has been completed with the February 4, 2011 Design Engineering Report submitted to you. Trial on this important case is not expected until 2012. However, in 2011 we anticipate being available for meetings (CWCB, opposers and other), hearings, revisions and clarifications. There are many unknowns as to the future efforts required and we prefer to be on a time and materials basis. We have included a projection of tasks and an opinion of costs (Table 1) for the purpose of establishing a budget and tracking our efforts. Task 1 CWCB coordination: At the request of Pitkin County or its representatives we will correspond with CWCB likely to include: • 1 pre- hearing meeting in Denver. • 1 hearing meeting in Denver. • Preparation for meetings Task 2 Opposer and Stakeholder coordination: Generally meeting with each opposer or stakeholder, as directed by Pitkin County or it's representatives, explaining RICD application and listening to concerns, may include: • Individual meetings with opposers (mostly phone conference) • Follow up meetings (phone or local) with engineers • Preparation for meetings 03) �IVE I PO Box 2123, Glenwood Springs, CO 81601 (970) 947 -9568 Task 3 Engineering Clarifications and Report Revisions • Additional work on Engineering to address concerns of opposers • Review of Decree and Jim Pearce engineering • Additional time revising report as needed. Task 4 Design Preparation • Minor RICD design clarifications and preparation of drawings and presentation materials may be required or requested. We look forward to timely and efficiently completing this project. Thank you for the opportunity to perform this important work. Thank you, Jai Jason Carey, P.E. Principal River Engineer PO Box 2123 Glenwood Springs, CO 81602 970- 947 -9568 Jason .Carey @RiverRestoration.org 013) r PO Box 2123, Glenwood Springs, CO 81601 (970) 947 -9560 Table 1.Pitkin County RICD Opinion of Costs RiverRestoration.org 10 -Mar-08 Taskl Task2 Task3 Task4 Total Cost POSITION RATE hours hours hours hours Principal Engineer $132.00 40.0 22.0 16.0 $I0,296.00 Engineer P.E. $11000 32.0 30.0 $6,820.00 Engineer Field/E.1.T $86.00 $0.00 Drafting Designer $79.50 32.0 $2,544.00 Watershed Scientist $86.00 $0.00 Landscape Designer $86.00 $0.00 Landscape Artist $79.50 $0.00 Technical Staff $64.00 $0.00 Vehicle Mileage $0.50 640 $320.00 Per Diem Meals $35.00 $0.00 Lodging $90.00 $0.00 TOTAL $5,600.00 $2,904.00 $5,632.00 $5,844.00 $19,980.00 IA ._... .