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COUNTY CLERK'S
CONTRACT COVERSI3EET
CONTRACT #: 87-2012
ORIGINATING DEPARTMENT: OST
PROCUREMENT OFFICER: Gary Tennenbaum PHONE #: 5355
PROJECT NAME: Rare Plant Surveys CONTRACTOR: Western Ecological Resource
DOLLAR AMOUNT: $8,740.00 LINE ITEM # 118.57.02100.8200
CONTRACT EXECUTION DATE: 3/19/2010 CONTRACT END DATE: 12/31/2012
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 � 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:
� Services/Maintenance
❑ License/Use
❑ Lease
❑ Construction
❑ Goods, Equipment, Supplies
❑ Other (e.g. revenue)
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❑ Employment
❑ Intergovernmental Agreement (Resolution Required)
❑ Non-Proft
❑ Quasi-Public (e.g.-AVH)
❑ Grant Agreements (Notify Finance & Resolution Required)
❑ 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 e�chibits and notices must be attached for the following:
✓
✓
✓
✓
✓
✓
✓
� No Pages Missing
� If Page Left Intentionally Blank Note on Page
� Page numbered consecutively
� All Original Signatures Affixed
� All Dates Filled In
❑ Special Instructions for Finance Department:
✓❑ All Other Blanks Filled In
✓❑ All E�ibits Attached
✓❑ All Legal Descriptions attached (rfapplicable)
✓0 Notice� of Award/Notice to Proceed Attached ('f applicable)
✓❑ Warranty (if applicable)
� Authorized Procurement Officer's Name: Gary Tennenbaum
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 COLOKADO STATE
ARCHNES RETAINAGE SCHEDULE. ALL ATTACHMENTS MUST BE WITH THIS CHECKLIST!
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Contract # 87-2012
Ledger #118.57.02100.82000_
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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 Western Ecological Resource, Inc. (hereinafter "Contractor").
1. Term. The term of this contract is from April l, 2012 to December 31, 2012. At the
expiration of the initial term, the contract may be extended for an additional term of 5 years by the
express written consent of both parties.
2. Contractor's Obli atg ions. Contractor shall perform:
Complete rare plant surveys for silverleaf milkvetch (Astragalus argophyllus var. martinii), a state
sensitive plant species tracked by the Colorado Natural Heritage Program (CNHP) that occurs on the
Mancos Shale Barrens. Rea Orthner of our offce will complete the surveys along with one field
technician. We will complete surveys on the following Pitkin County Open Space (PCOS)
properties: Droste, Seven Star I& II, and Cozy Point South, as well as the adjoining Town of
Snowmass Village (TOSV) open space properties: Upper North Mesa and Hidden Valley.
Prepare a comprehensive report of our findings. The report will include a brief descriptian of the
target species; a write up of the survey methodology; and the results of the survey including details
on the size, location, and habitat characteristics of all populations found; photographs; and
maps. Also complete the CNHP dataforms and provide GIS shapefiles of the results.
Report due September 30, 2012.
3. Compensation and Expenses, Invoicing, Pavment and Offset. The County shall compensate
Contractor for its services in accordance with the Project Budget and Schedule set out in Paragraph
2. It is expressly understood and agreed that in no event will the total compensation and
reimbursement to be paid hereunder exceed the sum of $8.740.00 for all services rendered. l3y
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. Countv'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
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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 Obli atg ions. Pitkin County shall administer this contract through a County
Representative. Gary Tennenbaum will manage the project as the County's Representative. In the
event that Gary Tennenbaum is not available, Dale Will 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 termin.ation
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 fnished 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 darnages
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 Assi n�X. 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
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Contract # 87-2012
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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. 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, includirig 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. Indemnitv.
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 properiy damage arising from the sole negligence of the County or its
employees.
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, City of Aspen, and Town of Snowmass Village
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 requireci:
Statutory Workers' Compensation: Colorado statutory minimums
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Contract # 87-2012
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2. Commercial General Liability — ISO 1998 Form or equivalent
(With County named additional insured)
Each Occurrence Limit $1,000,000.00
General Aggegate Limit $2.000.000.00
Products/Completed Operations Aggregate Limit $2,000,000.00
Comprehensive Form (All risks) to include
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 PersonalInjury
Business Auto Coverage:
Combined Single Limit Liability (each accident) $1,000,000:00
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 the County through the
representative identified in Paragraph 5, no later than ten (10) calendar days prior to com-
mencement of operations affecting the County. Failure to file or maintain acceptable
Certificates of Insurance with the County is agreed to be a material breach of any
contract. These Certificates of Insurance shall contain a provision that coverage afforded
under the policies will not be canceled or materially altered unless at least thirty (30)
calendar days prior written notice by certified mail, return receipt requested (effective upon
proper mailing), has been sent to the County (through the County's Risk Department). (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).
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Contract # 87-2012
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Simultaneously with the Certificates of Insurance, the Contractor shall file with the
County's Risk Department (and promptly update, as necessary) 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 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-SK.
15. Records. The Contractor shall maintain comprehensive, complete and accurate books,
records, and documents concerning its performance relating to this contract for a period of three (3)
years after final payment under the contract and the County shall have the right within the three (3)
year period to inspect and audit these books, records and documents, upon demand, in a reasonable
manner and at reasonable times, for the purpose of determining, by accepted accounting and auditing
standards, compliance with all provisions of the contract and applicable law.
16. Contract Made in Colorada The parties agree that this contract was made in accordance with
the laws of the State of Colorado and shall be so construed. Venue is agreed to be exclusively in the
courts of Pitkin County, Colorado.
17. Attornev's Fees. In the event that legal 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 Immunitv. Contractor agrees and understands that Pitkin County is relying on
and does not waive, by any provision of this contract, the monetary limitations or terms (presently
$150,000.00 per person and $600,000 per occurrence) ar any other rights, immunities, and
protections provided by the Colorado Governmental Immunity Act, 24-10-101, et. Seq., C.R..S., as
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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 orprovide 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 Obli at�. 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-f scal 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
frst class mail, postage prepaid, return receipt requested addressed as follows:
A. To Pitkin County
Gary Tennenbaum
530 E Main St. #300
Aspen, CO 81611
Fax 970-920-5198
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with copies to:
Pitkin County Attorney's Office
530 E. Main Street, #302
To Contractor:
Western Ecological Resource, Inc.
711 Walnut St
Boulder, CO 80302
Fax 303-449-9009
Aspen, Colorado 81611
Fax: (970) 920-5198
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 perfozm work
under the public contract for services.
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Contract # 87-2012
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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).
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Contract # 87-2012
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IN WITNESS WHEREOF, the parties have executed this contract as of the date first set out herein
above.
CONTRACTOR:
By: ��/a� �
Date
Title � ��-5� ����-
BOARD of COLJNTY COMMISIONERS OF PITKIN COUNTY, COLORADO:
By: 3 �I���
Gary ennenbaum Date