HomeMy WebLinkAboutbocc.con.119.2012�
Rev. 08-30-11 jls
COUNTY CLERK' S
CONTRACT COVERSHEET
CONTRACT #: 119-12
ORIGINATING DEPARTMENT: OST
PROCUREMENT OFFICER: Gary Tennenbaum PHONE #: 5355
PROJECT NAME: Emma and Rio Grande Trail Head Gate Replacements CONTRACTOR:
Sage Landworks
DOLLAR AMOUNT: $12,247.99 LINE ITEM # 118.57.02150.82724
CONTRACT EXECUTION DATE: 4/20/2012 CONTRACT END DATE: 12/31/2012
AUTOMATIC RENEWAL: ❑ YES � NO TERM:
❑ BOCe 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:
Blue
❑ 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)
1 ��,� -TU'T�K.-
❑ Employment
❑ Intergovernmental Agreement (Resolution Required)
❑ Non-Profit
❑ 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 exhibits 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�chibits Attached
✓❑ All Legal Descriptions attached (if applicable)
✓❑ 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 COLORADO STATE
ARCHNES RETAINAGE SCHEDULE. ALL ATTACHMENTS MUST BE WITH THIS CHECKLIST!
Contract # 119-12
Budget Line Item#1 18.57.02150.82724
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CONTRACT FOR PROVISION OF SERVICES
Emma and Rio Grande Trail Head Gate Replacements
THIS CONTRACT is made and entered by and between the Pitkin County Board of County
Commissioners ("County") and Blue Sage Landworks, 0291 Summit Drive, Carbondale, CO 81623
(hereinafter "Contractor").
l. Term. The term of this contract is from April 9, 2012 to
December 31, 2012 . At the expiration of the initial term, the contract may be
extended for an additional term of 1 years by the express written consent of
both parties.
2. Contractor's Obligations. See Attachment A.
3. Compensation and Expenses Invoicine 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 $_12,247.99 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. 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
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. Contractar 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 Coun 's Obligations. Pitkin Counry 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, Lindsey Utter 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.
Contract # 119-12
Budget Line Item#118.57.02150.82724
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 tertnination
and specifying the effective date thereof. Such notice shall be given at least ten (1Q) days before the
effective date of such termination. In such event all finished or unfinished documents, data, studies
and reports prepared by the Contractor gursuant 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.
Notwithstanding the above, Contractor shall not be relieved of liability to the County for da.mages
sustained by the County by virtue of any breach of the contract by the Contractor.
7. Indenendent 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 ta 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 applieable 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 wark or actions of any Pitkin
Counry employee, servant or agent in the course of completing wark under this contract.
E. Contractor is not entitled to any Workers' Compensation benefits through Pitkin
County and is responsible for payrnent of any federal, state, FICA and other income taxes.
8 Assi agn bilitv. 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. Bindin� 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. 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
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Contract # 119-12
Budget Line Item#1 18.57.02150.82724
11. Inte�ation 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 af 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. Indemni .
A. To the extent provided by law, the Contractar agrees to indemnify, hald harmless and,
not excluding the County's right to participate, defend the County, its subsidiary, parent, associated
and/or affiliated enrities, 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
wark 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 eontract 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 far 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 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 bigher limits and/or broader
coverages. The Contractor is not relieved of any liability or other obligations assumed or pursuant to
Contract # 119-12
Budget Line Item#1 18.57.02150.82724
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 Warkers' Compensation Act., AND when such
contractor or subcontractor executes the appropriate sole proprietor waiver form.
Minimum Limits:
Coverage A (Workers' Compensation)
Coverage B (Employers Liability)
Statutory
$ 500,000
$ 500,040
$ 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
Each Occurrence Limit
PersonallAdvertising Injury
Fire Damage (Any One Fire)
Medical Payments (Any One Person)
$ 2,000,000
$ 1,000,000
$ 1,000,000
$ 50,000
$ 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
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Contract # 119-12
Budget Line Item#118.57.02150.82724
• 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 ta liability and defense of suits arising out of the activities performed by, or on
behalf of the Contractor, inciuding 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):
0(1) Performance Bond $
❑ Labor and Material $
❑ Payment Bond $
❑ (2} Professional Errors and Omissions
Q(3) Aircraft Liability
Q(4) Owner's Protective
Q(5) Builder's Risk
0{6) Boiler and Machinery
❑(7) Loss of Use Insurance
Q(8) Pollution Liability
Q(9) Crime, including Employee Dishonesty Coverage, or Fideliry 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 ConsultandContractor 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,
Contract # 119-12
Budget Line Item#118.57.02150.82724
reserves established on account of such claims, defense costs expended and amounts remaining
on policy lirnits.
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 ar policies hereunder shall
have no recourse against the Counry 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 far all renewal policies shall be delivered to the
Cou.nty'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 fhe contract and applicable law.
16. Contract Made in Colarado. 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. Attarney'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.
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Contract # 119-12
Budget Line Item#118.57.02150.82724
18. Governmental Immunitv. Contractor agrees and understands that Pitkin Counry 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 inteipreted to require or provide for
indemnificatian of the Contractor by the County for any injury to any person or any property damage
whatsoever which is causecl by the negligence or other misconduct of the County or its agent or
employees.
19. Current Year Obli ations. The parties acknowledge and agree that any payments provided
for hereunder or requirements far future appropriatians shall constitute only currently budgeted
expenditures of Pitkin County. Pitkin County's obligations under this contract are subject to Pitkin
Counry's annual right to budget and appropriate the sums necessary to provide the services set forth
herein. No provisions of the contract shall consritute a mandatory charge or requirement in any
ensuing fiscal year beyond the then cutrent 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 af any constitutional ar 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 Counry'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 faac 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
Gary Tennenbaum
530 E Main St. # 300
Aspen, Colorado 81611
970-920-5198
B. To Contractar:
Blue Sage Landworks
0291 Summit Drive
Carbondale, CO 81623
with copies to:
Pitkin County Attorney's Office
530 E. Main Street, #302
Aspen, Colorado 81611
Fa�c: (970) 920-5198
21. Illegal Aliens — Public Contracts for Services. In conformance with the provisions of C.R.S.
§ $-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.
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Contract # 119-12
Budget Line Item#118.57.02150.82724
B. Contractor shall not enter into a contract with a subcontractor that fails to certify to
the contractor that the subcontractor shall not knowingly emplvy or contract with an illegal alien to
perform work under the public contract far services.
C. Contractor has confirmed the employment eligibility of all employees who are newly
hired for employment to perform work under the public contract fox services through participation in
either the E-Verify Program or the Departrnent Program.
D. Cantractor shall use either the E-Verify Program or the Department Program
procedures to undertake pre-employment screening of job applicants while the public contract far
services is being performed.
E. Should Contractar obtain actual knowledge that a subcontractar performing work
under the public contract for services knowingly employs or contracts with an illegal alien,
Contractor shall be required to:
1. Notify the subcontractor and the County within three days that
the contractor has actual knowledge that the subcontraetor 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 contracring with the illegal alien; except that the contractar shall
not terminate the contract with the subcontractox if the subcontractor provides
informatian 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 fhe
eourse of an investigation that the department is undertaking pursuant to
C. R. S. 8-17.5-102(5).
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Contract # 119-12
Budget Line Item#118.57.02150.82724
IN WITNESS WHEREOF, the parties have executed this contract as of the date first set out herein
above.
CONTRACTOR:
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PITKIN COUNTY, COLORADO:
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Gary Tennenbaum Date
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Project: Rio Grande Trail
Product Description
Attachment A
Quanrity U/M Installed
Proposal Prepared for:
Pitkin Counry Open Spao
Attn: Gary Tennenbaum
530 E. Main St. #3cd
Aspen, CO 81611-1998
4/11/12
rotat price
Project Site Work $ 11,340.73
Projed Mobilization 1.00 each 450.00 450.00
Install New Head Gate, including Concrete & Caivert 1.00 each 4,673.01 4,673A2
E�ccavation & Backfill 1.00 each 2>813.18 2,813.18
Install Head Gate Only 1.00 each 2,924.54 2,924.54
Inbound Freight for Head Gates 2.00 each 240.00 480.00
Superintendent Fee 8% of proposal 90� 26
Proposal Tota1: 12,247.99
The proposed prices, specifications and conditions are hereby accepted, as well as terms of limited warranty. By signing below client authorizes and agrees to pay for the work
described above. BIue Sage Landworks LLC is authorized to do the wotk as specified. Payment will be 50% down prior to the start of work with installment payments based on
percentage of work completed. Payments will be due by the l Oth of each month for the ptevious months billing. If not paid, when due, the unpaid balance shall bear interest.
from the due date at the rate of 1.59'o per month (18% per annum). Client agrees to pay all attorney's fees and expenses incurred by Blue Sage Landworks LLC in enforcing
Client's obligations. The above pricing is valid for 30 days following the date ofthis proposaI. Prices are subject to adjustment thereafter unIess quote has been signed and
scheduted prior to 30 days from the date of proposal. Blue Sage Landworks LLC, reserves the right to take and use pictures of specific project for management and marketing.
My changes to the work described above shall be upon written agreement between Blue Sage Landworks LLC and Client and costs related to the changes shall increase the amo
ClientAcceptance Signature
Dat�
Client Printed Nam�
Blue Sage Landworks Signaiure: Date: