HomeMy WebLinkAboutbocc.con.167.2011 Rev. 08 -30 -11 jls
COUNTY CLERK'S
CONTRACT COVERSHEET
CONTRACT #: 167 -2011
ORIGINATING DEPARTMENT: HHS
PROCUREMENT OFFICER: Mitzi Ledingham PHONE #: - 9205766
PROJECT NAME: CSBG meal program CONTRACTOR: Aspen Homeless Shelter
DOLLAR AMOUNT: $12,115.00 LINE ITEM #
CONTRACT EXECUTION DATE: 3/1/2011 CONTRACT END DATE: 2/28/2011
AUTOMATIC RENEWAL: ❑ YES ® NO TERM: 3/1/11 thru 2/28/12
❑ 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) ❑ Exempt
❑ Contract Renewal
✓ CHECK CONTRACT TYPE: °P e Ltt5'1)147
Et ❑ 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) ErChan Order /Contract Amendment
(C /O: 10% or $25K whichever is the lesser must have County Manager signature)
All Contracts should be proofed and all exhibits and notices must be attached 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 (if 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: Mitzi Ledingham
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. ALL ATTACHMENTS MUST BE WITH THIS CHECKLIST!
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PITKIN COUNTY
SOLE SOURCE PROCUREMENT
JUSTIFICATION REQUEST
TO: Jon Peacock, County Manager
DATE: September 14, 2011
FROM: Mitzi Ledingham, Health and Human Services
Proposed Contractor: Aspen Valley Medical Foundation (AVMF), for the Aspen Homeless Shelter (AHS), a
program of the AVMF Product/Service: evening meals served at the Day Center, as
part of the Evening Program of the Aspen Homeless Shelter
Estimate expenditure for the above service: $ $12,115.00
Explain: The Community Services Block Grant (CSBG) is a federal program established to mitigate and
eliminate poverty in America. CSBG is administered in Colorado by the Department of Local Affairs which
distributes funds to counties on a capitated basis (per poverty rate in each county). Pitkin County's share of
these federal dollars in 2011 is $12,115. The CSBG Tripartite Advisory Board, a required board of the CSBG
program, advises the county on where to spend these `poverty' dollars in our county, and for the last three
years the funds have been utilized to provide hot meals for the indigent `guests' of the AHS Day Center in
their Evening Program, located in our Health and Human Services building.
A sole source exception is requested at this time as the AVMF /AHS agency is the only entity providing the
homeless shelter and the food service that is an integral part of the program. These funds provide about a
third of the year's costs for food in the AHS program. The food is provided by Aspen Valley Hospital.
AVMF must pay for the evening meals with other funding once the CSBG funding is expired. The CSBG
monies were all spent this year between the beginning of the 2011 grant year, March 1 and June 30th, 2011.
Per recent audit by DOLA, we were asked to formalize this agreement with a written contract and submit to
the State.
The undersigned requests that Pitkin County waive other procurement requirements and recognize this
tr7. c as a sole source exception to the Pitkin County Procurement Code.
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Dep. ead(F /�, Date Section Head Date
Approved i /' Denied Reason for Denial:
Jon Peacock, County Manager Date -
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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 Aspen Homeless Shelter, (hereinafter "Contractor ").
1. Term. The term of this contract is from March 1, 2011
to February 28, 2012 . At the expiration of the initial term, the contract may be extended
for an additional term of twelve (12) months by the express written consent of both parties.
2. Contractor's Obligations. Contractor shall:
• Provide dinner meals daily for the guests in the Evening Program of the Aspen
Homeless Shelter Day Center, until the limited contractual funds of the
Community Services Block Grant (CSBG) program are expended.
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 sum of $ 12,115 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 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. Mitzi Ledingham will manage the project as the County's
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Representative. In the event that Mitzi Ledingham is not available, Nan Sundeen 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
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
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contract shall be submitted and finally settled by arbitration. 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 arbitrate Pitkin County contract disputes. Costs of the
arbitration shall be awarded 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
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 agrees to indemnify, hold harmless and, not excluding the
County's right to participate, defend the County, its subsidiary, parent, associated and/or affiliated
entities, successors, or assigns, its elected officials, trustees, employees, agents, volunteers, and
any jurisdiction or agency issuing permits for any work included in the project„ hereinafter
referred to as indemnitee, from all suits and claims, including attorney's fees and cost of
litigation, actions, loss, damage, expense, cost or claims of any character or any nature arising out
of the work done in fulfillment of the terms of this Contract or on account of any act, claim or
amount arising or recovered under workers' compensation law or arising out of the failure of the
Contractor to conform to any statutes, ordinances, regulation, law or court decree. It is agreed
that the Contractor will be responsible for primary loss investigation, defense and judgment costs
where this contract of indemnity applies. In consideration of the award of this contract, the
Contractor agrees to waive all rights of subrogation against the County its subsidiary, parent,
associated and/or affiliated entities, successors, or assigns, its elected officials, trustees,
employees, agents, and volunteers for losses arising from the work performed by the Contractor
for the County.
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.
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13. Insurance. Contractor and subcontractors shall procure and maintain until all
of their obligations have been discharged, including any warranty periods under this Contract are
satisfied, insurance against claims for injury to persons or damage to property which may arise
from or in connection with the performance of the work hereunder by the Contractor, its agents,
representatives, employees or subcontractors.
The insurance requirements herein are minimum requirements for this Contract and in no way
limit the indemnity covenants contained in this Contract.
The County in no way warrants that the minimum limits contained herein are sufficient to protect
the Contractor from liabilities that might arise out of the performance of the work under this
Contract by the Contractor, its agents, representatives, employees, or subcontractors. The
Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain higher
limits and/or broader coverages. The Contractor is not relieved of any liability or other
obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain
insurance in sufficient amounts, duration, or types.
A. Coverage and Limits of Insurance:
Contractor shall provide coverage with limits of liability not less than those stated below. An
umbrella and/or excess liability policy may be used to meet the minimum liability requirements
provided that the coverage is written on a "following form" basis.
1. Statutory Workers' Compensation: Colorado statutory minimums
a. Policy shall contain a waiver of subrogation against the County.
b. This requirement shall not apply when a contractor or subcontractor is exempt
under Colorado Workers' Compensation Act., AND when such contractor or
subcontractor executes the appropriate sole proprietor waiver form.
Minimum Limits:
Coverage A (Workers' Compensation) Statutory
Coverage B (Employers Liability) $ 500,000
$ 500,000
$ 500,000
2. Commercial General Liability — ISO 1CG 0001 form or equivalent
(With County named additional insured)
Minimum Limits:
General Aggregate $ 2,000,000
Products /Completed Operations Aggregate $ 2,000,000
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Each Occurrence Limit $ 1,000,000
Personal /Advertising Injury $ 1,000,000
Fire Damage (Any One Fire) $ 50,000
Medical Payments (Any One Person) $ 5,000
Coverage to include:
• Premises and Operations
• Explosions, Collapse and Underground Hazards
• Personal / Advertising Injury
• Products / Completed Operations
• Liability assumed under an Insured Contract (including defense costs assumed
under contract)
• Independent Contractors
• Designated Construction Projects(s) General Aggregate Limit, ISO CG 2503 (1997
Edition or equivalent)
• Additional Insured— Owners, Lessees or Contractors Endorsement, ISO Form
2010 (2004 Edition or equivalent)
• Additional Insured— Owners, Lessees or Contractors Endorsement, ISO CG 2037
(2004 Edition or equivalent)
• The policy shall be endorsed to include the following additional insured language
on the Additional Insured Endorsements specified above: "County, its subsidiary,
parent, associated and/or affiliated entities, successors, or assigns, its elected
officials, trustees, employees, agents, and volunteers named as an additional
insured with respect to liability and defense of suits arising out of the activities
performed by, or on behalf of the Contractor, including completed operations ".
3. Auto Liability: Bodily injury and property damage for any owned, hired, and
non -owned vehicles used in the performance of this Contract.
Minimum Limits:
Bodily Injury/Property Damage (Each Accident) $ 1,000,000
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
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❑ (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. Each insurance policy required by the insurance provisions of this Contract shall
provide the required coverage and shall not be suspended, voided or canceled except after thirty
(30) days prior written notice has been given to the County, except when cancellation is for non-
payment of premium, then ten (10) days prior notice may be given. Such notice shall be sent
directly to (County Representative's Name & Address). If the insurance carrier will not provide
the required notice, the Consultant/Contractor and or its insurance broker shall notify the County
of any cancellation, or reduction in coverage or limits of any insurance within seven (7) days of
receipt of insurers' notification to that effect.
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 contractor's insurance shall be primary and non - contributory with any
insurance or self insurance purchased by the County.
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 or self insured retentions 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.
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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.
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
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being sent certified first class mail, postage prepaid, return receipt requested addressed as
follows:
A. To Pitkin County with copies to:
Mitzi Ledingham Pitkin County Attorney's Office
0405 Castle Creek Rd 530 E. Main Street, #302
Aspen, Colorado 81611 Aspen, Colorado 81611
Fax (970 -920 Fax: (970) 920 -5198
B. To Contractor:
Dr. Vince Savage e.-ini,
Aspen Homeless Shelter
0405 Castle Creek Rd. suite 16
Aspen, Colorado 81611
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 subcontractor does
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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.
CONT '
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