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HomeMy WebLinkAboutbocc.con.197.2012 Rev. 08-30-11 jls COUNTY CLERK'S CONTRACT COVERSHEET CONTRACT #: 197.2012 ORIGINATING DEPARTMENT: Translator . PROCUREMENT OFFICER: Jodi Smith PHONE#: 5763 PROJECT NAME: Eval.engineering services CONTRACTOR: Pericle DOLLAR AMOUNT: $5.300.00 LINE ITEM# 001.33.00000.82000 CONTRACT EXECUTION DATE: 1/5/2013 CONTRACT END DATE: 2/5/2013 AUTOMATIC RENEWAL; ❑YES �NO TERM: Defined ❑ 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 TYP'E: ❑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: / / G�?�� ��- � � Services/Maintenance ❑Employment ❑ License/L7se ❑ Intergovernmental Agreement(Resolution Required) ❑Lease ❑Non-Profit ❑ Construction ❑ Quasi-Public(e.g.-AVI� ❑ 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) Ait Contracts should be proofed and all exhibits and notices rnust be attached for the following: ✓ �No Pages Missing ✓�All Other Blanks Filled In ✓ � If Page Left Intentionally Blank—Note on Page ✓0 All E�ibits Attached ✓ � Page numbered consecutively ✓� All Legal Descriptions attached ('f applicable) ✓ � All Original Signatures Affixed ✓�Notice of Award/Notice to Proceed Attached ('�applicable) ✓ �All Dates Filled In ✓❑ Warranty(if applicable) ✓ ❑ Special Instructions for Finance Department: ✓ �Authorized Procurement Officer's Name: Smith/Wlieeler BY CHECHING ABOVE AND ENTERING NAME,THE AUTHURIZED 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! Contract#197-2012 Budget Line[tem#001.33.00000.82000 ��I.' I4 I I!i � �)[�I'� '�'�� <� � , �,� _ _ _ i FACILITIES MANAGEMENT CONTRACT FOR PROVISION OF SERVICES Evaluation of Engineering Scope and Costs for Pitkin County Translator System THIS CONTRACT is made and entered by and between the Pitkin County Board of County Co�nmissioners ("County") and Pericle Communications Company (hereinafter"Contractor"). 1. Tenn. The Cenn of this contract is from January 5, 2013 to Februaty 5, 2013. 2. Contractor's Obli at� ions. Contractor shall evaluate the scope and costs of the existing engineering contract with Mr. Jon Banks for operating and maintaining the Pitkin County translator system. We understand that the objectives oFthis study should be to determine the optimal mix of external contract personnel and Pitkin County personnel to run the translator system and to estimate the cost of the engineering contract going forward. Scope of Services (Attachrnent A dated 12/13/12): Review existing contract Conduct telephone interviews and prepare written summaries Prepare recominendations for revised scope of work Review and analyze Banks' billing records Estimate cost of new contract Prepare written report sumcnarizing recommendations 3. Cocnpensation 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$5,300 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 pa}nnent 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 docwnents 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 eourse of its marketing, professioual presentations, and for other business purposes. Contractor assigns to County the copyrights to all work prepared, developed, or ereated pursuant to this contract, including the right to: 1) reproduce the work; 2) prepare derivative works; 3) distribute copies to the public; 4) 1 Pitkin County Facilities Management,485 Rio Grande Place,Unit ioi,.Aspen,CO 8i61i Contract#197-2012 Budget Line[tem#001.33.00OOfl.82000 perfonn 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. S. Pitkin Countv's Obli�ations. Pitkin County shall administer this contrlct through a County Representative. Jodi Smith, Facilities Manager will manage the project as the County's Repr�sentative. The services provided and products delivered by the Contractor under this contraet will be subject to review by the County's Representatives, or a designee, for compliance with Contractor's obligations prior to final payment. 6. Tennination Prior to Expiration of Contract Tenn. 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 tennination. In such event all finished or unfinished docuinents, data, studies and reports prepared by the Contractor pursuant to this contract shall become the County's property. Contractor shall be entitled to receive compensatian 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 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 cantract is that of independent contractor. Contraetor, and any agent, employee, or servant of Contractor shall not be deemed to be an einployee,agent,or servant of Pitkin County. B. Contractor is not required to offer his services exclusively to Pitkin County under this contract. Contractor u�ay choose to work for other individuals or entities during the tenn of this contract, provided that the basic services and deliverable products required under this cantract are subinitted in the manner and on the schedule defined under this contract. G Contractor warrants that all work produced will confonn to al( 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 Cow�ty 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 pa}nnent of any federat, state, FICA and other income taxes. 8 Assignabilitv. This contract is not assignable by either party. Any use of subcontractors by the Contractor for perfonnance of this eontract 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 tenns and conditions of this contract shatl be submitted and finally setCled by arbitraCion. Arbitration shall be conducted pursuant to the rules of the Ai�nerican Arbitration Association and shall be presided over by the Pitkin County 2 Pitkin County Facilities Management,485 Rio Grande Place,Unit ioi,Aspen,CO 8i6ii Contract#197-2012 Budget Line Item#001.33.00000.82000 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 inay, from time to time, request changes in the scope of services of the Contractor to be perfonned 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. l2. Indemni . 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 pennits 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 wurk done in fulfillment of the tenns of this Contract or on account of any act, claim or ainount arising or recovered under workers' compensation law or arising out of the failure of the Contractor to conforin to any statutes,ordinances,regulation, law or court decree. It is agreed that the Contractor will be responsible for primary loss investigation, defense and jud�nent costs where this contract of inde�nnity 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 perfonned 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 frorn or in connection with the perfonnance 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. 3 Pitkin County Facilities Management,485 Rio Grande Place,Unit ioi,Aspen,CO 8r6ii _ _ . _ ,. Contract#197-2012 � Sudget Line Item#001.33.00000.82000 The County in no way warrants that the ininimuin limits contained herein are sufficient to protect the Contractor from liabilities that inight arise out of the performance of the work under this Contract by the Contractor, its agents,representatives,employees,or subcontractors. The Contractar shall assess its own risks and if it deems appropriate ancUor prudent,maintain higher limits and/or broader coverages. The Contractor is not retieved of any liability or Qther obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient atnounts,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 fonn" 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 exeinpt under Colorado Workers' Compensation Act., AND when such contractor or subcontractor executes the appropriate sole proprietor waiver fonn. Minimum LimiCs: Coverage A(Workers' Compensation) Statutory Coverage B (Employers Liability) $ 500,000 $ 500,000 $ �oo,00a 2. Cominercial General Liability—ISO 1 CG 0001 fonn or equivalent. (With County rrnmed as an additionnl inszrred) Minimum Litnits: General Aggregate $ 2,000,000 Products/Completed Operations Aggregate $ 2,004,000 Each Occurrence Limit $ 1,0OO,OQO PersonallAdvertising Injury $ 1,000,000 Fire Dainage(Any One Fire) $ 50,000 Medical Pa}nnents(Any One 1'erson) $ 5,000 Coverage to include: • Premises and Operations • Explosions, Collapse and Underground Hazards • Personal/Advertising Injury • Products/Completed Operations • Liability assutned under an Insured Contract(including defense costs assumed under contract) • Independent Contractors 4 Pitkin County Facilities Management,485 Rio Grande Place,Unit ioi,Aspen,CO 8i6ii �� _ �:�: --- ��..�-. .. � &. ,v Contract#197-2012 Budget Line Item#001.33.00000.82000 • Designated Construction Projects(s) General Aggregate Limit, ISO CG 2503 {1997 Edition ar equivalent) • Additional Insured—Owners, Lessees or Contractors Endorsement, ISO Fonn 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 Endorseinents 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 perfonned 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 Liinits: Bodily Injury/Property Damage(Each Accident) $ 1,000,000 4. Special Coverages (check as appropriate and irrsert amount): ❑(1)Performance Bond $ NA ❑(2)Professional Enors and Ornissions ' ❑(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. 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 Frocurement Officer a certified statement as to claims pending against the required coverages, reserves established on account of such claiins, defense costs expended and amounts remaining on policy limits. 2. In addition,these Certificates of Insurance shall contain the following elauses: 5 Pitkin County Facilities Management,485 Rio Grande Place,Unit ioi,Aspen,CO 8i6ii .,�,n.� ,,� - ,.�.��,k .,�.,.._„. � � _ Contract#197-2012 Budget Line Item#001.33.00000.82000 a. The contractor's insurance shall be priinary and non-contributary with any insurance or self insurance purchased by the County. b. The insurance companies issuing the policy or policies hereunder shall have na recourse against the County of Pitkin for payment of any premiums or for assessinents under any form of policy. c. Any and all deductibles or self insured retentions in the above-described insurance policies shall be assuzned by and be for the amount of, and at the sole expense of the Contractor. d. Location af 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. Alt purchases of construction or building or any other inaterials for this contract shall nat inelude Federal Excise Taxes or Colorado State or loeal sales or use taxes. Pitkin County is exempt from such taxes under registration numbers 9$-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 docuinents, upon demand, in a reasonable manner and at reasonable times, for the purpose of detennining, 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. 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 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 ar any of its officers, agents or employees. Further, nothing in this cantract 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 6 Pitkin County racilities Management,485 Rio Grande Place,Unit ioz,Aspen,CO 8i6ii Contract#19?-2012 Budget Line Item#001.33.00000.82000 whatsoever which is caused 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 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-fisca] 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 first class mail,postage prepaid,return receipt requested addressed as follows: A. Pitkin Countv with copies to: Jodi Sinith, Facilities Manager Pitkin County Attorney's Office 4$5 Rio Grande Pl #101 530 E. Main Street, #302 Aspen, Colorado 81 G 11 Aspen,Colorado 81611 Fax(970) 920-5285 Fax: (970) 920-5198 B. Pericle Communications Company 7222 Commerce Center Drive, Suite 180 Colorado Sprin�s, Colorado 80919 Fax: (719) 548-1211 21. Public Contracts for Services and Public Contracts�vith Natural Persons. In conformance with the provisions of C.R.S. § 8-17.5-101 and 102, as amended and C.R.S. § 24-76.5-101,as amended PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract and will confirm the employment eligibility of all employees who are newly hired for einployment in the United States to perfonn work under this contract, through participation in the E-Verify Program or the Department program established pursuant to CRS §8-17.5-102(5)(c), Contractor shall not knowingly employ or contract with an illegal alien to perform work under this contract or enter into a contract with a subcontractor that fails to certify to Contractor that the 7 Pitkin County Facilities Management,485 Rio Grande Place,Unit ioi,Aspen,CO 816ii ,.�,�..w..�. .�,�. .�;�.r�_,. .M. . ., .... ._ __ . Contract#197-2012 Budget Line[tem#001.33A0000.82000 subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this contract. Contractor(a) shall not use E-Verify Program or Deparhnent program pracedures to undertake pre-empioyment screening of job applicants while this contract is being perfonned, (b} shall notify the subcontractor and the contracting State agency within three days if Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien for work under this contract, (e} shall terminate the subcontract if a subcontractor does not stop employing or cantracting�vith the illegal alien within three days of receiving the notice, and(d) shall comply with reasonable requests made in the course of an investigation,undertaken pursuant to CRS §8-17.5- 102(5), by the Colorado Department of Labor and Employment. If Contractor participates in the Degartment program, Contractor shall detiver to the contracting State agency, Institution of Higher Education or political subdivision a written,notarized affinnation, affinning that Contractor has exainined the legal work status of such employee, and shall comply with all of the other reguirements of the Department program. If ConCractor fails to comply with any requirement of this provision ar CRS §$-17.5-101 et seq.,the contracting State agency, institution of higher education or political subdivision may terininate this contract for breach and, if so terminated,Cantractor 5hall be liable for damages. PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS �24-76.5-101. Cantractor, if a natural person eighteen(1$) years of age or older,hereby swears and affirms under penalty of perjury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to federal law,(b} shall comply with the provisions of CRS §24-76.5-101 et seq., and(c) has produced one fonn of identification required by CRS §24-?6.5-103 prior to the effective date of this contract. IN WITNES5 WHEREOF,the parties have executed this contract as of the date first set out herein above. CONTRACTOR: Pericle Coinmunications Company 7222 Co�nmerce Center Drive, Suite 180 Colorado Springs, Colorado 80919 Phone (970) 548-1040 x� (719) 548-121 l By: J . J smeyer, P.E. Date Presid nt � PIT CO TY LORADO: 1 ,3 • t3 i Smith, Facilities Manager Date .l+tt�t Ir54���t.�✓L ��o���c" IN�rt-n�►��-2. �s•s 3�-1 r�z�� �� ac�i �ryt �r'I-� 8 Pitkin County Facilities Management,485 Rio Grande Place,Unit ioi,Aspen,CO 8i6ii Attachment� Pericle Communications Company December 13, 2012 Via emaiL• Jodi.Smith@co.pitkin.co.us Ms. Jodi Smith Pitkin County Facilities Manager 485 Rio Grande Place,#141 Aspen, CO 81611 Subject: Evaluation of Engineering Scope and Costs for Pitkin County Translator System Dear Ms. Smith: This letter serves as our proposal to evaluate the scope and costs of the existing engineering contract �vith Mr. Jon Banks for operating and maintaining the Pitkin County translator system. We understand that the objectives of this study should be to determine the optimal mix of external contract personnel and Pitkin County personnel to run the translator system Znd to estimate the cost of the engineering contract going forward. Approach & Scope of Work. We propose to perform the following tasks: Revie�v existing contract Conduct telephone interviews and prepare written summaries Prepare recommendations for revised scope of work Review and analyze Banks' billing records Estimate cost of new contract Prepare written report summarizing recornmendations Depending on how responsive personnel are to our inquiries, we expect we can complete this project in 4 �veeks. I have asked Jim Schoedler to assist with this project. Jim is now an independent consulting engineer, but he was formerly the chief engineer for Rocky Mountain PBS and oper�ted a state�vide translator system while in this position. ' Priee and Delivery. We propose this project for a fixed price of $5,300 with the follawing breakdown: Principal Engineer (Jacobsmeyer): 8 hours @ $ 250/hour= $2,000 Consulting Engineer (Schoedler): 22 hours @ $150/hour= 3 300 Total: $5,300 Terms and Conditions. This proposal is valid for 60 days. We require a purchase order or other written authorization prior to starting �vork. For this short duration project, we expect to submit a single invoice at the time we deliver the final report. Terms are net 30 days. Pericle is a corp�ration. Our Federal tax identification number is 84-120'7933. � Please refer questions regarding this proposal to me at (303) 759-5111 or via ernail at jacobsmeyer@pericle.co�n. Si ere� . 7a o smeyer, P.E. President . ��