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HomeMy WebLinkAboutbocc.con.149.2011 Rev. 08 -30 -11 jls COUNTY CLERK'S CONTRACT COVERSHEET CONTRACT #: 149 -2011 ORIGINATING DEPARTMENT: Open Space and Trails PROCUREMENT OFFICER: Lindsey Utter PHONE #: - 9205224 PROJECT NAME: Brush Creek Trail Bridge Project CONTRACTOR: Loris & Associates, Inc. DOLLAR AMOUNT: $46,000 LINE ITEM # 118.58.02502.86120 CONTRACT EXECUTION DATE: 9/8/2011 CONTRACT END DATE: 3/1/2012 AUTOMATIC RENEWAL: ❑ YES ® NO TERM: ❑ 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 CInformal ® 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: i 3 ,Q * ® Services/Maintenance ID Employment U ❑ 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 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 (f applicable) ✓ ® All Original Signatures Affixed ✓❑ Notice of Award/Notice to Proceed Attached (if applicable) ✓ ® All Dates Filled In ✓❑ Warranty (if applicable) ✓ ❑ Special Instructions for Finance Department: ✓ ® Authorized Procurement Officer's Name: Lindsey Utter 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! Service Contract # 149 -2011 Rev. 8.29.11 jaa/js Budget Line Item # 118.58.02502.86120 COUNT • (. CONTRACT FOR PROVISION OF SERVICES THIS CONTRACT is made and entered by and between the Pitkin County Board of County Commissioners ( "County ") and Loris and Associates, Inc., 2585 Trailridge Drive East, Lafayette, CO 80026 (hereinafter "Contractor "). 1. Term. The term of this contract is from September 8 2011 to March 1 2012. 2. Contractor's Obligations. Contractor shall work with the County to locate and design a bridge for the Brush Creek Trail. The attached Scope of Work and Project schedule outline the tasks and the timeframe for project completion. 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 $46,000 for all services rendered. By contract or amendment, the County and Contractor may reallocate the budget among project tasks if the total budget amount remains unchanged. Contractor shall invoice for the project monthly based on hours worked, with payment expected within thirty (30) days of invoice, but any payment by the County may be offset by any amount the Contractor owes the County for any reason. 4. County's Exclusive Ownership of Work Product. Drawings, specifications, guidelines and other documents 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. Lindsey Utter will manage the project as the County's Representative. In the event that Lindsey Utter is not available, Gary Tennenbaum 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 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. Severabili. 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 2 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, associated and/or affiliated entities, successors, 2/L or assigns, ' - - - . : , ... - ... _ . • . - . -.. .. : 1.1Z'f(tt • - - hereinafter referred to as indemnitee, from all suits t tZfiaK and claims, including attorney's fees and cost of litigation, actions, loss, damage, expense, cost or claims arising out of the work done in fulfillment of the terms of this Contract or ?•(Zeit on account of any act, claim or amount . • $ . or ecovered der work' nsation law or arising out of the failure of the Contractor'te- !: :: .:1"4,1.77:!; . ..r. .I •; s,,r'•. - : • t- alZffi2 descee. It is agreed that the Contractor will be responsible for primary loss investigation, defense and t 1 72gt 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. 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 inno 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 3 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 1 CG 0001 form or equivalent (With County named additional insured) Minimum Limits: General Aggregate $ 2,000,000 Products /Completed Operations Aggregate $ 2,000,000 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 ". 4 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): 111) Performance Bond $ []Labor and Material $ ['Payment Bond $ ❑ (2) Professional Errors and Omissions 0(3) Aircraft Liability 0(4) Owner's Protective 0(5) Builder's Risk 0(6) Boiler and Machinery [' (7) Loss of Use Insurance 0(8) Pollution Liability 0(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. 5 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 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 -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 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 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 6 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: A. To Pitkin County with copies to: Lindsey Utter. Pitkin County Attorney's Office 530 East Main St 530 E. Main Street, #302 Aspen, Colorado 81611 Aspen, Colorado 81611 Fax: (970) 920 -5198 B. To Contractor: Loris and Associates, Inc. 2585 Trailridge Drive East Lafayette, CO 80026 21. Illegal Aliens — Public Contracts for Services. In conformance with the provisions of C.R.S. • § 8 -17.5 -101 and 102, as amended; A. Contractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. B. 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. C. 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. D. 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. E. 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: 7 • 1. 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; 2. 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; F. 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. 847.5- 102(5). IN WITNESS WHEREOF, the parties have executed this contract as of the date first set out herein above. 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' : is Bridge Foundation Oaign 5 drys 0110 1122 . Trap layout 6 days 023 1 1 129 ILIII ABSrnallye Evaluation Matrix 5 days 0431 1 ?130 . Design R • Workshop 10 days 0130 H ens Miner Ridden Public days loot 1 1 10121 Public InvoNetnent 10 days 10121 1 11113 404 3.0 Final Design 35 days 11.0 1 12122 • Penn t Apptlwtion 15 days tie 1 111137 ldd • o«qn 15 days 1iµ I 111114 ILA Tra9 Cosigns 15 days Ms 1 1 11114 NI Cost Opinion + Space 5 days 11/251 1 121 FMtsl bslfpn RwMw t0 days un [ - - 1 ISMS Final Revisions 5 days 12111 n 12/22 • Lab end Mead** Paps 1 Tuo 120111 Attachment A I -2,---