HomeMy WebLinkAboutbocc.con.069.1996 �,-��- � � ��'��*.,�;�
�� _
�����-
• PITKIN COUNTY CONSTRUCTION CONTRACT ��..�•`;y.;:'
,
AGREEMENT :i� .�,
i,
y. : ..-�
/�� � • .
THIS AGREEMENT, made as of the�t+L day of October , 1996,by and
between the Counry of Pitkin,Colorado, a Colorado home-rule county, (hereinafter called the
COUNTY)and A�PFN TRFF SERVICE BOX 10606 ASPEN CO 81612 (hereinafter cafled
the CONTRACTOR). ;..`'.
� :�
WITNESSETH, that whereas die County intends to accomplish Topging of ;�'
�
,�nrox�mate1�60 cottonwood trees located on the Asgen-Pitkin 3 '
Cour�,t� Ai�ort. hereinafter called the PROJECT, in accordance with die terms and �
conditioces outlined in the Bid Documents and the associated Plans and Specifications.
NOW, THEREFORE, the County and the Contractor, for the consideration .
hereinafter set forth,agree as fo]]ows: �"
1. THE CONTRACTOR AGREES to furnish atl die necessary labor, ,�,
materials,equipment,toois and services necessary to complete in a workmanlike manner all tasks �•�.
required for the completion of the Project,in strict compliance with the contract documents herein �
mentioned,which are made a part of this contract. r�
a. CONTRAC 1'TIME AND LIQUIDATED DAMAGFS. Work under �
this Agreement wilt be commenced by 10/ , and once begun, shal!be completed within
twenty(20}working days. Contractor hereby agrees to pay Counry Liquidated Damages in the
amount of$ 100.00 per calendar day for each day or part of a day the Project is not completed
by the completion date here estabiished.
b. SUB-CONTRACTORS. The Contractor agrees to bind every sub- �t:
contractor by the ternts of the Contrac[ Documents. The Contract Documents shall not be ;
construed as creating any coniractual relationship between the sub-contractor and the County. �
2. THE COUNTY AGREES to pay,and the Contractor agrees to accept, in
fuU payment for[he performance of this Contract,the Contract amount of$30.000.00,subject i
to increase or decrease in accordance with che provisions of the Contract Documents,£or a!!work �
actually performed. '
a. Progress payments shall be made in accordance with these Contract ' '
Documents.
3. �'ONTRACT DOCUMENTS. In the event that any provision of one �
Contract Document contlicts witii the �rovision of another, the provision in the Contract °
Document listed tirst below shali govern,except as otherwise specifical[y stated: i
i. Agreements and Change Orders, if any � �
ii. Plans,rechnical specifications and landscape specifications
1
/ �`:t.
� �
.
.��N � . .. �_. .. - . .. ' � . .. . .. . . ..� .. . .. . . ... ..
� �:i��li���.
��',:�1:,`.
4_..�.';iyt5,
' e ..
E. Prohibited Conflict of Interest. No official, officer,
employee or representative of the County during the term :: �,
of this Contract or one (1) year thereafter shall have any , 1,;
interest, direct or indirect, in this Contract or the ';�,
proceeds thereof. (Additional restrictions on present and •.
former employees of County are found in Article 7 of the
Procurement Code) .
�',�,.
F. Sub-Contract Clause. The prohibitions against contingent
fees, gratuities, kickbacks and conflict of interest pre- f r
scribed in this Contract shall be made a condition of con- :
spicuously set forth in every sub-contract and "
solicitation therefor.
G. ConsBicuouslv means written in such special or distinctive -•
format, print, or manner that a reasonable person against
whom it is to operate ought to have noticed it.
H. Remedies. In addition to other remedies it may have for ��
breach of the prohibitions against contingent fees,
. gratuities, kickbacks and conflict of interest, the County
shall have the right to: �
(1) Terminate this Contract without liability by the ,
County;
(2) Debar or suspend the offending parties from being a ���
Contractor or sub-Contractor under County contracts;
' (3) Deduct from the contract price or consideration, or
otherwise recover, the value of anything transferred
or received by the Contractor; and
(4) Recover such value from the other offending parties.
3, t�nr�ar EMPLOYMENT OPPORTUNITY AND
nrenr�VANTAGED/MTNORITY/WOMEN BUSINESS ENTERPRISES
(DBE/MBE/WSE)
A. In connection with the execution and administration of
this Contract, and any subcontracts, the Contractor shall
not discriminate against any employee or applicant for �
employment because of race, religion, color, sex, national
origin, age, handicap or status as a veteran. Affirmative
action to prevent such discrimination shall include,
without limitation, employment, upgrading, demotion or �
3 -
I
� � . �i.a.*°' .
1,�'.'
-,. '
•
:i-
.,�
;� � ,,.
����'�
,..: . i"�;'Y;:
termination, rates of pay, or other forms of compensation, - .
and selection for training, including apprenticeship. ;,r;.� .,,
. �..
B. In connectian with the performance of this Contract, the :,•`r; -
Contractor will cooperate with the County in meeting the �'
County's commitments and goals with regard to the maximum �:'�.
utilization of disadvantaged, minority and women business
enterprises and will use its best efforts to ensure that
such business enterprises shall have the maximum practi- �
cable opportunity to compete for employment and/or � � 'r
subcontract work, if any, under this Contract. k�' .
`::�- _ .
,7..,...
C. The Contractor will furnish all necessary information and '
reports and will permit access to its books, records, and
accounts by Pitkin County for purpose of investigation to ''; ..
a s c e r t a i n c o m p 1 i a n c e w i t h t h e ',�'
nondiscrimination/affirmative action provisions of any ���°�
resultant contract. 'F:� �
'.i�
D. Employment Data and Affirmative Action Plan. If �:.;�'
requested, the Contractor agrees to submit on an ��
_ Employment Data Form to be provided by the County, the '
j
data showing the utilization of disadvantaged persons,
minorities and women by job category within its
organization. Where the Contractor has fifty (50) or more
employees or it is participating in contracts with the �s�
County which exceed Fifty-Thousand ($50,000.00) Dollars,
an Affirmative Action Plan must be submitted to the County
when requested by the County Attorney's Office within ten
(10) days after selection or request. �
E. Noncompliance. In the event of the Contractor's }
noncompliance with the nondiscrimination/affirmative
action provisions of any resultant contract, Pitkin County
shall impose such contract sanctions as it may determine
to be appropriate, including, but not limited to:
,
(1) Withholding of payments under the Contract until i
the Contractor complies, and/or �� •
� ..
(2) Cancellation, termination, or suspension of the 't
Contzact, in whole or in part. ���''
�.
i
�.
4 ��r� i -
.�
r� .
�,;
� � ,i� .
�. �
6
��
� h
�t .. �. � . ... ... .
�......._ .�,
,.�.� .. , ' .. . � . . ' . .. _r. .. 1 . .. . .i. . .. �... ... . . - -
�""rt?.�'
�'�i�:;:,;���;
. � `�,.,.
,,.
4. TERMINATZON FOR DFFAin T OI�FOR O N7Fnrr� ��p O m7T �
_ .�
i.
A. The performance of work under the Contract may be •
terminated by the County: � :r,
(1) Whenever the Contractor shall default in performance
of this Contract in accordance with its terms, and
fails to cure or show cause why such failure to "'.'�"
perform should be excused within ten (10) days (or �•.::�..~'
longer as the County may allow or skzorter, but not
less than three (3) days, for failure to provide proof , •
of insurance or maintenance of any dangerous .
condition} after hand-delivery or mailing to the
Contractor of a notice specifying the default. If
mailed, said notice shall be sent by certified mail,
return receipt requested, to the address specified
hersin £or the Contractor.
;'�'
The Contractor shall not be in default by reasons of �;
any failure in performance of this Contract in 1
accordance with its terms i£ such failure arises out �
of causes beyond the contxol and without the fault or �!
negligence of the Contractor. Such causes may �
include, but are not restricted to, acts of God,
natural disasters, strikes, or freight embargoes, but
in every case the Eailure to perform must be beyond
the control and wikhout the fault or negligence of the
Contractor. Upon request of the Contractor, the
' County shall ascertain the facts and failure, and, if
the County shall determine that any failure to perform `-'
constituted a valid commercial excuse, the performance
shall be revised accordingly and notice of default
withdrawn; or
(2) Whenever for any reason and in its sole discretion the ''
County shall determine that such termination is in its �
best interest and convenient.
B. Notice of Termination. In the event of termination for �
the convenience of the County, the County shall deliver to
the Contractor a written notice of termination, specZfying ��
the reasons therefor, and the effective date of such `
termination. The effective date shall not be earlier than f
,
5 ' � -
f
!,. .
r ' � �;.�;'. .
. �.
—. r
a
•:.i
� ��;��;;;;;
k, . .
,,ti,.•:t:
C;��.>::::,�;
`' y,�.
• the date of hand-delivery or the date oE mailing of Che : ��`
notice, plus three (3) business days. The notice of
termination shall be sent regular first-class mail to the • ti,
address of the Contractor herein provided. � '
r�., '.'
�.
' C. Termination Procedure. After, the effective date of the
notice of termination for flefault or for the convenience
of the County, unless otherwise directed by the County,
the Contractor shall:
.a.:;�,..-:
(1) Stop work under the Contract on Che date specified in
�'`
the notzce of termination. �. - •
P .
�.:
(2) Place no further orders for materials, services or E
facilities.
�..'
(3) Terminate all orders and subcontractors to the extent j.
that they relate to the performance of work terminated � '
by the notice of termination. �
�..
(4) With the approval or ratification of the County, ,�
settle all outstanding liabilities and all claims
arising out of such termination on orders or
subcontracts, the cost of which would be compensable
or reimbursable in whole or in part in accor@ance with T
' this Contract.
D. Termination Payment. After the effective date of a notice
of termination for the convenience of the County, the
Contractor shall submit to the County his termination ;
i,.
claim in the form of a final invoice in accordance with
the provisions in "MeChod of Payment," including costs
incurred and profit to the date of termination (but not
future profit, which shall not be paid) , and costs
incurred because of termination, which termination costs
shall not exceed 10% of the total amount of proposal;
provided, however, that in the event of default by the y
Contractor, no extra costs incurred because of termination
shall be paid to the Contractor and any costs paid shall ,
not be a waiver o� any claim, counterclaim or set-off by '
the County against the Contractor on account of any
default. Such claim must be submitted promptly, but in no ����
event later than thirty (30) days from the effective date !:
ii�
s ;�' � ;° -_
�
� ?'�
/ ;";
' t .
...�;• . •
I
�tj..;?v�`,
17 �, ''
L � �.�,.
of termination, unless one or more extensions are granted �
in writing by the County. Upon the Contractor's' failure .." �ti
to submit a claim in the time allowed, the County may ` •
review the information available to it and determine the � ��.',,.
amount due the Contractor, if any, and pay the Contractor
the amounC as determined.
E. Termination Settlement. Subject to Paragraph 4.D., the �%�`
Contractor and County may negotiate the whole or any part '-+'.p�'
of the amount or amounts to be paid, upon termination £or �
default or for the convenience of the County. j. , .
f .
F. Remedies. The Contractor shall have the right of appeal �.
from any determination made by the County under "Ter- �
mination for Default or £or Convenience of County;" except �'•�
that if the Contractor has failed to submit his claim � �
within the time provided in Paragraph 4.D., above, and has
failed to properly request extension, he shall have no �;;:?r
such right o� appeal. In any case where the County has Y
�•..
made a determination of the amount due under Paragraphs '�
4.D. or 4.E., above, the County shall pay the
Contractor: (1) the amount the County has determined if !
there is no right to appeal or if no timely appeal has i
been taken, or (2) the amount finally determined on such r'
appeal if an appeal has been taken. -
G. Method of Appeal. If the ContracCor disagrees with the
' County's determination under Paragraphs 4.D. or 4.E., he
can appeal this decision in writing to the County. Such
appeal must be made within twenty (20) days of receipt in -
writing of the County's determination. The County shall '
have twenty (20) days in which to respond in writing to �
the appeaL The County's response shall be final and
conclusive unless within thirty (30) days from the date of
receipt of such response the Contractor submits the
dispute to a court of competent jurisdiction.
�
5. METHOD OF PAYMENT " '
�. .
A. Once each four (4) weeks, or whenever convenient to both I
the County and the Contractor or as otherwise provided in ,�
the contract documents, the Contractor shall submit to the (j
�y
� 5
7 �� 1 ( _
�I �
�
y
��!
/ / ,f�'�' " •
. '
i
.�- .
'./
,
;�, �,
. ,. , , .....
;,,:
.a- . ,; ,
,
� �
, . :. , .... . .. W ,
,. ,. . . . .. � }:.
���;
s� r;
�. .�'>.
�:
'�.:`
County a certified Application For Payment for percentage =t;. �
of work completed. %�.r:"`:
�,• ..�
B. After receipt and approval of the Application, which � -.
approval shall be reasonably prompt, the County shall make �:�`
payment thereon within thirty (301 days of receipt and
approval. E:�.`?.
�.:t.:,r.. ;
C. Prior to a final payment under this Contract, the
Contractor shall execute and deliver: �:"�
F:�, . -
,y...' -
(11 An assignment to the County of refunds, rebates, - �
credits or other amounts, including the interest
thereon, properly allocable to cost for which the
Contractor has been reimbursed by the County under :1'
this Contract;
�;
•, .r
(2) A release or waiver discharging the County for all
liabilities, obligations and claims arising out of or � �'
under this Contract on behalf of the Contractor (and 4
- his successors and assigns) and of all sub-Contractors �
and suppliers, and an indemnity protecting the County
against any such liabilities, obligations and claims; ';
r
i>
(3) An assignment to the County for all warranties for
products and operations provided under this Agreement;
. and
(4) A written representation from the Contractor in a form ��
agreeable to the County that the services provided
have met the standards for the profession in the Aspen 9
and Denver Metropolitan areas.
6. INTEGRATION AND MODIFICATION
A. This Contract constitutes the full and complete agreement +
of the parties and supersedes or incorporates any prior 1
written and oral agreements of the parties. In addition, `�� �
the Contractor understands that no County official or
employee, other than the Board of County Commissioners `1
acting as a body at a Board meeting, has authority to "�
enter into a contract or to modify the terms of this �'j
contract on behalf of the County. Any such contract or �'�
� 1 �� -_
g t:��'y
l,,�
�,•r:..
/ . ',. .
. r .
4
:a� , •
":/
�;:.: :.„
�.��f::;;$'
�.'�':�;i�,_
�, {i
modification to this contract must be in writing and be '
executed by the parties hereto. �''
i�;:. �
�� �..
S. With respect to change orders under the Contract, the '
' County and the Contractor shall process and approve/dis- '� ,. _
approve requests for change orders as otherwise provided - �
in this Contract, subject to the requirements of the ��
Procurement Code and the Finance Office.
,:•:;.
7. INDEMNITY/TNSURAN�E p'' ='r~'
5::
A. The Contractor (including, by definition here and iz- " .
hereinafter, its officials, employees, agents and F� •
representatives, sub-Contractors and suppliers) , sha11 and �'.
hereby does release, discharge, indemnify and hald harm-
less 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 gy
�1�.
witness fees) or compensation in any form or kind p�
' 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, provided, however, that such indemnity
shall not be construed as an indemnity for bodily injury -
or property damage arising from the negligence of the
- County or its employees.
B. The Contractor further sha11 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 aIl other costs and expenses
related thereto, even if the claim, demand or lawsuit is
groundless, false or fraudulent.
(:
C. To fund this indemnity, in whole or in part, the �
Contractor shall secure and mainCain for Che term of its
contractual relationship with the County such insurance � _ '
policies (with County named as additional insured) , from '
companies licensed to do business in the State of
1
Colorado, as will protect itself, the County and others as i�
specified, from claims for bodily injuries, death,
}
9 �
� i -..
i r.:
/ ,
. �.:'�,..
" r
a
�a. ,
-.i
� . y.,
�[:f
j� E�
s.�Y.;�,i gc'.-,
personal injury or property damage, which may arise out of -
or result from the Contractor's acts, errors or omis- �:i•;� �
sions. The following insurance coverage, at or above the • ,�'�
limits indicated and including such endorsements as are :%`,' '-,"
indicated by an "X", are required: � '.
�.'�
(1) Statutory Workman's Compensation Colorado
statutor�minimums 'ir'r:°:
(2) Commercial General Liability: � `r .
Bodily Injury/Property Damage •�'� .
.:t� �
Combined Single Limit: 51.000.000 •�.
Endorsements (check as appropriate) :
x Comprehensive Form `�''`
:;�:
x Premises/Operations 5;: �
x Contractual
(Hold Harmless Coverage) � 1
,J,
Underground, Explosion and `�'r'
Collapse Hazard �� �•`
x Products/Completed Operations ��
x Independent Contractors/ P i
� Contractors and Sub-Contractors, if such +
are used in the project
x Personal Injury, with Employment
��•
Exclusion Deleted
Pollution Liability
� (3) Comprehensive Motor Vehicle Liability Insurance:
Bodily Injury/Property Damage '�� ';
Combined Single Limit: S� 000 000
�� �
' Endorsements (check as appropriate) :
x Any Auto k
x All Owned Autos
x Hired Autos
x Non-Owned Autos i
Garage Liability f�
�, .
� „
(4) Special Coverages (check as appropriate) :
(1) Performance Bond and �
Payment Bond l00% � ��
�:.
,.
' 10 '� ' -
,; I
_ �
�, :.
°i
..i
I y ,.
� .
1
, r
. _
,��;• '
:,.,
f,� �� �.
r;,
,r:rw�:.
(2) Professional Errors and Omissions `
Insurance: �'
Each Occurrence ,.i, ,
Aggregate
(3) Owner's Protective
Liability Policy
(41 Builder's Risk _ .
(5) Loss of Use Insurance
c
D. To provide evidence of the required insurance coverages,
copies of Certificates of Insurance in a form acceptable
to the County shall be filed with the County (through the
Project Manager) no Iater than ten (10) calendar days
prior to commencement 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 and grounds for rescission or
termination. 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
Project Manager) .
E. In addition, these Certificates of Insurance shall contain �
the following clauses:
(1) 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.
(2) The insurance companies issuing the policy or policies �
hereunder shall have no recourse against the County of
Aitkin for payment of any premiums or for assessments
under any form of policy.
11 �
�
;
i
� ,��_'
/ \�s... .
�
�
�
ii:r;. •
'L-i:: ;_� . �
•:r
�tt: \�
l�r�F'.
L�. ;rr,
:�.,_z`-.`;:
. ( .
(3) Any and all deductibles in the above-described insur- ",>" "`
ance poZicies shall be assumed by and be for the
amount of, and at the sole expense of the Contractor. `•>
�..
(4) Location of operations shall be: "all operations and �: +.
locations at which work for the referenced Project is •
being done."
F. Certificates of Snsurance for all renewal policies shall
be delivered to the Project Manager at least fifteen (15)
days prior to a policy's expiration date except for any , -
policy expiring on the expiration date of this Agreement _ -
or thereafter. .
8. EXEMPTIONS AND PREFERENCES 1
I
A. All purchases of construction or building materials for
any 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.
B. Pursuant to state statute and to the extent permitted by
law, Colorado labor shall be employed to perfonn the work
to the extent of not less than eighty percent SSO%) of
each type or class of labor employed on such project; ��
except for highway construction, which is subject to
_ C.R.S. 43-2-208, which provides that all laborers shall be
�ona if..de residents of Colorado with a preference to
residents of the County where the work is performed.
C. Preference is given, to the extent permitted by law, to:
materials, supplies and provisions produced, manufactured
or grown in Colorado, quality being at least equal to
materials, supplies and provisions from outside the state;
and to local (Roaring Fork .Valley} services and labor of
quality at least equaZ to non-local services and labor.
9. RECORDS
The Contractor shall maintain comprehensive, complete and
accurate books, records, and documents concerning its performance
relating to this Project for a period of three (3) years after
12
(
/ . - ��'��i;-.
� i'
--• �
.
��' .
b,', ;'
-:.♦
.
..
, ,
;:t ,�: ,. - -.
��.�!'j��Y' ,•
. �Y�` L',',
`. .
final payment on the Project and the County shall have the right '•
within the three-year period to inspect and audit these laooks, ��`� <'�
� 1,
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. J'�
10. ANNUA APPROPRTAmTON
:i.',-�'7.�'.
Tf the contract awarded as a result oE a bid extends beyond the '�:: -
calendar year, nothing herein shall be construed as an obligation `�?i�- _ -
by the County beyond any amounts that may be, from time to time,
appropriated by the County on an annual basis. It is understood
that payment under any contract is conditional upon annual appro- ,:j;`
priation of funds by said governing body and that before
providing services, the Contractor, if he so requests, will be �,
advised as to the status of funds appropriated for services or �:�
materials and shall not be obligated to provide services or 'f
materials for which funds have not been appropriated. ���?
�
. 11. SUCCESSORS AND ASST NS
'i
This Agreement and all of the covenants hereof shall inure to the
benefit of and be binding upon the County and the Contractor
respectively and their agents, representatives, employees, �f
successors, assigns and legal representatives. Neither the
County nor the Contractor shall have the right to assign or s �
transfer its interest or obligations hereunder without the
written consent of the other party, which consent shall not be ;
, unreasonably withheld.
f
12. THIRD PARTIES
This Agreement does not and sha11 not be deemed or construed to
confer upon or grant to any third party or parties, except to
parties to whom Contractor or County may assign this Agreement in
a
accordance with the specific written permission, any rights to
claim dama es or to brin an suit, action or other ,
4 g y proceeding ,�� _
against either the County or Contractor because of any breach
hereof or because of any of the terms, covenants, agreements or M1,�.
conditions herein contained. �-i.
�;.
�z'i%
13 �,i� �'.
� '
r
. �;
,.i
� . .
''.'
� �
a
a" .
or.-.:.. . •
•„�
:;-a.:. :.�, ,. . ' -
',�.,��;�;.,
Ai,ry�3',�
. {�I�-:{�.,,;..
13. ACRFFMFniT MAnF IN COLQRADO 1 `�`-���'
.•:
The parties agree that this Agreement 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. ��
14. �'TORNEY'S FEES
_ i b.
in the event that legal action is necessary to enforce any of the
provisions of this Agreement, the prevailing party shall be '
entitled to its costs and reasonable attorney's fees.
15. NO'T'TCES
Unless otherwise provided in the Contract Documents, all notices
under the Agreement shall be sent certified mail, return receipt
requested, and shall be effective upon receipt or three (3)
business days after mailing, whichever is first.
c:\wp511work\concraeC.adm\reqcls.tre
+ 14 �;
{
I . � . � i..i'fi�!>._1�,.
/� . . � . . 4 ,}�',�� ' . `�.
' ,
�. ' �
�
:,'.�+�t�` . .
�f1`- � � ' . .
,..i