HomeMy WebLinkAboutbocc.con.081.2011 Rev. 08 -29 -11 jls
COUNTY CLERK'S
CONTRACT COVERSHEET
CONTRACT #: 081 -2011
ORIGINATING DEPARTMENT: Resource Recovery
PROCUREMENT OFFICER: Chris Hoofnagle PHONE #: - 4292882
PROJECT NAME: Water Engineering CONTRACTOR: Aquaterra Environmental Solutions, Inc.
DOLLAR AMOUNT: $$45,500.00 LINE ITEM # 416.68.92660.82802
CONTRACT EXECUTION DATE: 5/1/2011 CONTRACT END DATE: 12/31/2011
AUTOMATIC RENEWAL: ❑ YES ® NO TERM: Through Dec 31/2011
❑ BOCC AGENDA ITEM (Grants, IGA) ® STAFF AUTHORIZED SIGNATURE
(Requires BOCC Signature) (Per Revised Procurement Code 7/2005)
❑ OVER $50,000 (Requires Section Leader & County Manager's Signature)
✓ CHECK PROCUREMENT TYPE:
❑ None ❑ Informal ® Formal ❑ Sole Source ❑ Emergency ❑ Outside Agency /State Bid
❑ Compliance with C.R.S. 8 -17 -5 -101, 102 as amended (Immigration Form) ❑ Letter of Engagement
✓ CHECK CONTRACT TYPE: I V
Q1 Q
Services/Maintenance ❑ Employment
❑ License/Use ❑ Intergovernmental Agreement (Resolution Required)
❑ Lease ❑ Non - Profit
❑ Construction ❑ Quasi- Public (e.g. -AVH)
❑ Goods, Equipment, Supplies ❑ Grant Agreements (Notify Finance & Resolution Required)
❑ Other (e.g. revenue) ❑ Change Order /Contract Amendment
(C /O: 10% or $25K whichever is the lesser must have County Manager signature)
All Contracts should be proofed for the following:
✓ ® No Pages Missing ✓® All Other Blanks Filled In
✓ ® If Page Left Intentionally Blank —Note on Page ✓❑ All Exhibits Attached
✓ ® Page numbered consecutively ✓❑ All Legal Descriptions attached (f applicable)
✓ ® All Original Signatures Affixed ✓❑ Notice of Award/Notice to Proceed Attached (f applicable
✓ ® All Dates Filled In ✓❑ Warranty (if applicable)
✓ ❑ Special Instructions for Finance Department:
✓ ® Authorized Procurement Officer's Name: Chris Hoofnagle
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.
Rev 1127/10 jls
Contract # 081 -2011
Budget Line Item #(TASK 1)- 416.68.92660.82802; (TASK 2)- 416.68. 92664. 82843; (TASK 3)- 416.68.92665.82878
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CONTRACT FOR PROVISION OF SERVICES
THIS CONTRACT is made and entered by and between the Pitkin County Board of
County Commissioners ( "County") and Aquaterra Environmental Solutions, Inc., 4643 S. Ulster
Street, Ste 800, Denver, Colorado 80237, Office: (720) 228- 4029, Fax: (303) 416 -8899
(hereinafter "Contractor").
1. Term. The term of this contract is from May 1, 2011 to December 31, 2011. At
the expiration of the initial term, the contract may be extended for an additional term of up to 3
years by the negotiation of a scope of services and express written consent of both parties.
2. Contractor's Obligations. Contractor shall provide engineering, design, and
consultation services for:
Task (1) Landfill Water System, including Construction Inspection and
Documentation option, as outlined in their proposal titled `Landfill Water
System; Aquaterra Proposal No. 0111044' dated April 14, 2011, and
incorporated herein as Appendix 1. This project will commence after Pitkin
County has reached an agreement for the purchase of water from a
landowner as yet to be determined. Pitkin County is currently in
negotiations with adjacent landowners ; and
Task (2) Liquid Waste Processing Recommendation as outlined in their proposal
titled `Liquid Waste Processing Recommendations; Aquaterra Proposal No.
0111045', dated April 14, 2011 and incorporated herein as Appendix 2.
Task (3) Aquaterra will prepare a set of construction plans and bid documents for
use in the bidding and construction of the compost/aggreagte working
surface Phase 2 at the Pitkin County Solid Waste Center. The
construction bid documents will include a set of plans that will include
the following sheets:
• Cover /title sheet
• Base map for the landfill showing existing landfill conditions
to Grading plan with construction points
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Rev 12/27!l0 j:s
Contract # 081 -2011
Budget Line Item #(TASK 1)-416.68.92660.82802: (TASK 2) -416 68.92664.82843; (TASK 3)- 416.68.92665.82878
Bid documents will also be prepared and will include construction
drawings, construction specifications, bid tab sheet of estimated
quantities and bid units. A draft set of bid documents will be submitted
to Pitkin County for comment prior to finalizing the bid package.
Comments will be addressed and the bid documents will be finalized for
distribution. Aquaterra will complete the scope of services listed above
for a Not -To- Exceed amount of $5,000. This project will be billed on a
time and materials basis. Pitkin County is responsible for providing
Aquaterra with the most recent aerial survey for the Pitkin County Solid
Waste Center and the permitted final cover plan view (Drawing 2 of the
approved Engineering Design and Operations Plan). Both files should
be provided in an AutoCAD format (.dwg).
3. Compensation and Expenses, Invoicing, Payment and Offset. The County shall
compensate Contractor for its services on a time and materials basis in accordance with and unless
otherwise noted 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 545,500 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
due 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 Deliverables. 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: I) 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. County releases Contractor from all liability related to the use of work deliverable
described above for any purpose other than its original intended use under this original contract.
5. Pitkin County's Obligations. Pitkin County shall administer this contract through
a County Representative. Chris Hoofnagle, Solid Waste Manager, will manage the project as the
County's Representative. In the event that Chris Hoofnagle is not available, Rich Ludwig,
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Contract # 081 -2011
Budget Line Item #('TASK 1)- 416.68.92660.82802; (TASK 2)- 416.68.92664, 82843; (TASK3)- 416.68.92665.82878
Compliance Coordinator, shall assume the. County Representative's duties. The services
provided and deliverables 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 work performed pursuant to the terms of this contract prior to
the date of termination. Notwithstanding the above, neither party shall be relieved of liability to
the other party for damages sustained by the other party 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. 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 sub -
Contractors by the Contractor for performance of this contract must be accepted in writing by the
County.
9. n/a
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Contract i# 081 -2011
Budget Line Item # #TASK 11- 416.68.92660.82802; (TASK 2)- 416.68.92664.82843;(TASK 31- 416.68.92665.82878
10. Severabilitv. 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, sub- Contractors 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, how-
ever, 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.
13. Insurance.
A. 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 ", are required:
I . 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
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Contract # 081 -2011
Budget Line Item #(TASK 1)- 416.68.92660.82802; (TASK 2)- 416.68.92664,82843;(TASK3)- 416.68.92665.82878
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
X (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 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 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.
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.
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Contract # 081 -2011
Budget Line Item #(TASK 1)- 416.68.92660.82802: (TASK 2)- 416.68.92664.82843:(TASK 3)- 416.68.92665.82878
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 -5K.
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.
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.
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R 1127110 Ps
Contract # 081 -2011
Budget Line Item lit TASK 1)- 416.68.92660.82802: (TASK 2)- 416.68.92664.82843: (TASK 3)- 416.68.92665.82878
19. Current Year Obligations.
A. 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. NQ 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.
B. Contractor's obligations under this contract are subject to the condition precedent that
this contract be authorized by the governing body of County.
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 with copies to:
Chris Hoofnagle, Solid Waste Mgr Pitkin County Attorney's Office
76 Service Center Road 530 E. Main Street, #302
Aspen, Colorado 81611 Aspen, Colorado 81611
Fax (970-923-2043 Fax: (970) 920-5198
B. To Contractor:
Aquaterra Environmental Solutions, Inc.
4643 S. Ulster Street, Ste 800
Denver, Colorado 80237
Office: (720) 228 -4029
Fax: (303) 416 -8899
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.
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Contract # 081 -2011
Budget Line Item #(TASK 1)- 416.68.92660.82802: (TASK 2)- 416.68.92664.82843; (TASK 3)- 416.68.92665.82878
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 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 executed this contract on the date first set out herein.
CONTRACTOR: PITKIN Cs,
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By: ----......,e ..`_ ' ' '' A
Title: O Si de 1 '' 1 T itled r- Jo< $ 2 1/ 1
Date Date
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