HomeMy WebLinkAboutbocc.con.210.2013 Rev. 08-30-17 j!s
� COUNTY CLERK'S
CONTRACT COVERSHEET
CONTRACT #: 210-2013
ORIGINATING DEPARTMENT: Airport
PROCUREMENT OFFICER: Brian Grefe PHONE#: 4292853
PROJECT NAME: On-Call Airport Environmental Services CONTRACTOR: Mead and Hunt
DOLLAR AMOUNT: 0.00 LINE ITEM # NA
CONTRACT EXECUTION DATE: 1/16/2014 CONTRACT END DATE: 1/1/2019
AUTOMATIC RENEWAL: ❑ YES .� NO TERM: 5 year
❑ BOCC AGGNDA ITEM (Gran[s, IGA) � STAFF AUTHORIZED SIGNATURE
(Requires BOCC Signature) (Per Revised Procurement Code 7/2005)
� OVER$50,000 (Requires Section Leader& County Managers Signature)
✓ CHECK PROCUREMENT TYPE:
❑ None ❑ Infonnal � Formal ❑ Sole Source ❑ Emergency ❑ Outside Agency/State Bid
� Compliance with C.R.S. 8-17-5-101, ]02 as amended (Immigration Form) ❑ Exempt
❑ Contract Renewal �
✓ CHECK CONTRACT TYPE:
' � �C� �j�� '
� Services/Maintenance ❑ Employment
❑ License/Use ❑ Intergovernmental Agreement(Resolution Required)
❑ Lease ❑Non-Profit
❑ Construction ❑ Quasi-Public (e.g.-AVH)
❑ Coods, Equipment, Supplies ❑ Grant Agreements(Notify Finance & Resolution Rcquired) �
❑ Other(e.g.revenue) ❑ Change Order/Contract Amendment
(C/O: 10%or$25K whichever is the lesser must have County Mnnager signature)
All Contracts should be proofed and ali exhibits and notices must be attached for the follo�ving:
✓ � No Pages Missing ✓❑ All Other Blanks Filled In
✓ � If Page Lefr Intentionally Blank—Note on Page ✓❑ All Exhibits Attached
✓ � Page numbered consecutively ✓❑ All Legal Descriptions attached ('fnpplicable)
✓ � All Original Signatures Affixed ✓❑ Notice of AwardMotice to Proceed Attached (ijapplrcnble)
✓ � All Dates Filled In ✓❑ Warranty(if applicable)
✓ � Special Instructions for Finance Department: This is retainer contract only,no fund.
✓ � Authorized Procurement Ofticer's Name: Brian Grefe
BY CHECHING 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 KGEP ORIGINAL DOCUMENTS IN COMPLIANCE WITH COLORADO STATG
ARCHIVES RETAINAGE SCHEDULE. ALL ATTACHMENTS MUST BE WITH THIS CHECKLIST!
,(��1'KIN
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CONTRACT FOR PROVISION OF 5ERVICES
On-Call Airport Environmental Services
Contract#210-2013
THIS CONTRACT is made and entered by and between the Pitkin County Board of County
Commissioners ("County") and Mead and Hunt Inc.(hereinafter "ConsultanY') (collectively, the
"Parties").
I. Term. This contract is for a term of five (5) years commencing on 1/1/14. This contract
shall continue through the completion of any amendments that may be executed under this contract.
2. ConsultanYs Obliaations. Consultant shall perform services as described in the Scope of
Work attached hereto as Exhibit A and incorporated herein by this reference. Project-specific Task
Orders shall be supplied in mumally-agreed upon revisions to Exhibit A executed by the Parties.
The County reserves the right to use its existing or other consultants for discrete environmental
services tasks; therefore, neither Consultan[ nor any of its subconsultants, if any, shall undertake any
work or incur any expenses for environmental services unless the County has expressly approved
Consultant to perform such work pursuant to a Notice to Proceed for the relevant Task Order. In the
event of any conflict between the terms of this Contract and the terms of Exhibit A, this Contract
shall control with the exception of federally required clauses located within Exhibit A identified as:
A. CIVIL RIGHTS ACT OF 1964. TI"1'LE VI — CONTRACTOR CONTRACTUAL
REQUIREMENTS,
B. AIRPORT AND AIRWAY IMPROVEMENT ACT OF 1982, SECTION 520 — GENERAL
CNIL RIGHTS PROVISION,
C. DISADVANTAGED BUSINESS ENTERPRISES,
D. LOBBYING AND INFLUENCING FEDERAL EMPLOYEES,
E. ACCESS TO RECORDS AND REPORTS,
F. BREACH OF CONTRACT TERMS,
G. RIGHTS TO 1NVENTIONS,
H. TRADE RESTRICTION CLAUSE,
1. TERMINATION OF CONTRACT,
J. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND
VOLUNTARY EXCLUSION
The Parties recognize that these Federal Clauses may be revised from time to time by the Federal
Government
3. Compensation and Expenses, Invoicin�, Pavment and Offset. The County shall compensate
Consultant for its services in accordance with the Project Budget and Schedule set forth in Exhibit A.
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The total compensation and reimbursement to be paid hereunder shall be defined as set forth in
Exhibit A and amendments thereto. 'I�he percentage amount of payment that the County may
withhold from each invoice, if any, shall be set forth in each Task Order. In the event the Consultant
incurs time and expenses in excess of the total compensation provided for in Exhibit A and
amendments, no compensation for said additional time and expenses shall be required to be paid by
the County without written amendment to this contract executed by the County.
4. Countv's Exclusive Ownership of Work Product. Drawings, specifications, guidelines and
other documents prepared by Consultant in connection with this contract shall be the property of the
County. However, Consultant shall have the right to utilize such documents in the course of its
marketing, professional presentations, and for other business purposes. Consultant 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. Consultant shall have right to use
materials produced in the course of this contrac[ for marketing purposes and professional
presentations, articles, speeches and other business purposes.
5. Pitkin Count�s Obli atg ions. Pitkin County shall administer this contract through a County
Representative. The Assistant Director of Aviation-Administration will manage the project as the
County's Representative. In the event that the Assistant Director of Aviation-Administration is not
available, the Assistant Director of Aviation-Operations and Facilities shall assume the County
Representative's duties. The services provided and products delivered by the Consultant under this
contract will be subject to review by the Counry's Representatives, or a designee, for compliance
with ConsultanYs obligations prior to final payment. Such a review by the County's Representative
shall under no circumstances operate as a waiver of any of the County's rights, including without
limitation the right to claim that the Consultant's work was not in accordance with applicable
professional standards or otherwise defective in any way.
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 Consultant of such termination
and specifying the effective date thereo£ Such notice shall be given at least ten (10) days before the
effective date of such termination. In such event all finished or unfinished documents, data, studies
and reports prepared by the Consultant pursuant to this contract shall become the County's property.
Consultant 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, Consultant shall not be relieved of liability to the County for damages
sustained by the County by virtue of any breach of the contract or breach of professional standards of
care by the Consultant.
7. Independent Contractor Status.
A. The parties to this contract intend that the relationship between them contemplated by
the contract is that of independent contractoc Consultant, and any agent, employee, or servant of
Consultant shall not be deemed to be an employee, agent, or servant of Pitkin County.
B. Consultant is not required to offer his services exclusively to Pitkin County under this
contract. Consultant may choose to work for other individuals or entities during the term of this
contract, provided that the services and deliverable products required under this contract are
submitted in the manner and on the schedule defined under this contract.
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C. All work produced and services provided in the performance of the ConsultanYs
obligations under this contract will conform to the highest levels of care, skill, and diligence exercised
by similarly situated, qualified and experienced professionals under similar circumstances.
D. Consultant shall not attempt to oversee or supervise the work or actions of any Pitkin
County employee, servant or agent in [he course of completing work under this contract.
E. Consultant 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 AssiQnabilitv. This contract is not assignable by either party. Any use of subcontractors by
the Consultant 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.
1 I. Inte¢ration and Modification.
A. This contract, induding Exhibit A hereto, represents the entire and integrated contract
between the County and the Consultant 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 Consultant.
B. The County may, from time to time, request changes in the scope of services of the
Consultant to be performed hereunder. Such changes, including the increase or decrease in the
amount of the Consultant's compensation, which are mutually agreed upon between the County and
the Consultant, shall be in writing and upon execution shall become part of this contract.
I 2. Indemnitv.
A. The Consultant (including, by definition here and hereinafter, its officials, employees,
agents and representatives, subcontractors, and suppliers), agrees to release, discharge, indemnify, hold
harmless and, not excluding the County's right to participate, defend the County, its subsidiary, parent,
associated and/or afliliated entities, 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) against any liability for any claim, demand, loss, damage,
penalty,judgment, expense, cost or claims of any character or any nature arising out of the work 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 Consultant to conform to
any statutes, ordinances, regulation, law or court decree or any negligent act, intentional act, error or
omission by the Consultant, and for any consequential liability alleged to accrue against the County on
account of the ConsultanCS acts, errors or omissions;. I[ is agreed that the Consultant will be
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responsible for primary loss investigation, defense and judgment costs where this convact of indemnity
applies. In consideration of the award of this contract, the Consultant agrees to waive all rights of
subrogation against the County its subsidiary, parent, associated and/or affiliated entities, successors,
or assigns, its elected officials, trustces, employees, agents, and volunteers for losses arising from the
work performed by the Consultant for the County.
B. The Consultant 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. Consultant and any subcontractors shall procure and maintain until all of their
obligations have been discharged and until any warranty periods under this Contract are satisfied,
such insurance policies as will protect itself, the County and others as specified from 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 Consultant, 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
Consultant from liabilities that might arise out of the performance of the work under this Contract by
the Consultant, its agents, representatives, employees, or subcontractors. The Consultant shall assess
its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader
coverages. The Consultant is not relieved of any liability or other obligations assumed or pursuant to
the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration,
or types.
A. Coverage and Limits of Insurance:
Consultant 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 liabiliry requirements
provided that the coverage is written on a"following form" basis.
I. Statutory Workers' Compensation: Colorado statutory minimums
a. Policy shall contain a waiver of subrogation against thc County.
b. This requirement shall not apply when a contractor or subcontractor is
exempt under Colorado Workers' Compensation Act, AND when such
contractor or subcontractor executes the appropriate sole proprietor
waiver form.
Minimum Limits:
Coverage A (Workers' Compensation) Statutory
Coverage B (Employers Liability) $ 500,000
$ 500,000
$ 500,000
2. Commercial General Liability— ISO 1 CG 0001 form or equivalent
(With County named addiliona!insured)
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Minimum Limits:
General Aggregate $ 2,000,000
Products/Completed Operations Aggregate $ 2,000,000
Each Occurrence Limit $ I,000,000
Personal/Advertising Injury $ I,000,000
Fire Damage(Any One Fire) $ 50,000
Medical Payments (Any One Person) $ 5,000
Coverage to include:
• Premises and Operations
• Explosions, Collapse and Underground Hazards
• Liability assumed under an Insured Contract (including defensc costs assumed under contract)
• Independent Contractors and Subcontractors
• Designated Construction Projects(s) General Aggregate Limit, ISO CG 2503 (1997
Edition or equivalent)
• Additional Insured—Owners, Lessees or Contractors Endorsement, ISO Form 2010
(2004 Edition or equivalent)
• Additional Insured—Owners, Lessees or Contractors Endorsement, ISO CG 2037
(2004 Edition or equivalent)
• The policy shall be endorsed to include the following additional insured language on
the Additional Insured Endorsements specified above: "County, its subsidiary, parent,
associated and/or affiliated entities, successors, or assigns, its elected officials,
trustees, employees, agents, and volunteers named as an additional insured with
respect to liability and defense of suits arising out of the activities performed by, or on
behalf of the Consultant, 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 Limits:
Bodily Injury/Property Damage (Each Accident) $ 5,000,000
4. Special Coverages (check as appropriate and insert amount):
❑(1) Performance Bond $
❑Labor and Material $
❑Payment Bond $
❑(2) Professional Errors and Omissions (Coverage Limit of$1 million)
❑(3) Aircraft Liability
❑(4) Owners Protec[ive
❑(5) Builders 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:
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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 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.
These Certiticates of Insurance shall contain a provision that coverage afforded under the
policies will not be suspended, voided, materially altered or canceled unless at least thirty
(30) calendar days prior written notice by certified mail, return receipt requested (effective
upon proper mailing), has been given to the County, However, when cancellation is for non-
payment of premium, then ten (10) days prior notice may be given. Such notice shall be sent
directly to the Assistant Director of Aviation-Administration at the address listed in Section
20. If the insurance carrier will not provide the required notice, the ConsultandConsultant
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 (For purposes of this provision, "materially altered" shall mean a change
affecting the coverages required herein, including a change to policy limits as set out in the
then-current policy declaration pages.)
Simultaneously with the Certificates of Insurance, the Consultant shall file with the
Procurement Officer a certified statement as to claims pending against the required coverages,
reserves established on account of such claims, defense costs expended and amounts remaining
on policy limits.
2. In addition, these Certificates of Insurance shall contain the following clauses:
a. The Consultant's insurance shall be primary and non-contributory with
any insurance or self-insurance purchased by the County.
b. The insurance companies issuing the policy or policies hereunder shall
have no recourse against the County of Pitkin for payment of any premiums or for
assessments under any form of policy.
c. Any and all deductibles or self insured retentions in the above-described
insurance policies shall be assumed by and be for the amount of, and at the sole expense
of the Consultant.
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 (I S) 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.
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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.
I5. Records. The Consultant shall maintain comprehensive, complete and accurate books,
records, and documents concerning its performance relating to this contract for a period of three (3)
years after final payment under the contract and the County shall have the right within the three (3)
year period to inspect and audit these books, records and documents, upon demand, in a reasonable
manner and at reasonable times, for the purpose of determining, by accepted accounting and auditing
standards, compliance with all provisions of the contract and applicable law.
16. Contract Made in Colorado. The parties agree that this contract was made in accordance with
the laws of the State of Colorado and shall be so construed. In the event that legal action is
necessary to enforce and of the provision of this contract beyond the arbitration described in
Paragraph 9, venue is agreed to be exclusively in the courts of Pitkin County, Colorado.
U. Attorney's Fees. In the event that legal action is necessary to enforce any of the provisions of
this contract beyond the arbitration described in Paragraph 9, the substantially prevailing party shall be
entitled to its costs and reasonable attomey's fees.
18. Governmental Immunitv. Consultant 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
$350,000 per person and $900,000 per occurrence) or any other rights, immunities, and protections
provided by the Colorado Governmental Immunity Act (`CGIA"), § 24-10-101, el seq., C.R.S., as
from time to time amended, or otherwise available to Pitkin County or any of its ot�icers, agents or
employees. Further, nothing in this contract shall be construed or interpreted to require or provide for
indemnification of the Consultant 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, or from which the County otherwise would itself be immune pursuant to the CGIA.
19. Current Year Obliaations. The parties acknowledge and agree that any payments provided
for hereunder or requirements for future appropriations shall constitute only currently budgeted
expenditures of Pitkin County. Pitkin County's obligations under this contract are subject to Pitkin
County's annual right to budget and appropriate the sums necessary to provide the services set forth
herein. No provisions of the contract shall constitute a mandatory charge or requirement in any
ensuing fiscal year beyond the then current fiscal year of Pitkin County. No provision of the contract
shall be construed or interpreted as creating a multiple-fiscal year direct or indirec[ debt or other
financial obligation of Pitkin County within the meaning of any constimtional or statutory debt
limitation. This contract shall not directly or indirectly obligate Pitkin County ro make any paymen[s
bcyond those appropriated for Pi[kin 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: (I) 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:
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A. To Pitkin County with coaies to:
Attn: Brian Grefe Pitkin County Attorney's Office
Aspen/Pitkin County Airport 530 E. Main Street, #302
0233 E. Airport Rd. Aspen, Colorado 8161 I
Aspen, Colorado 8161 1 Fax: (970) 920-5198
Fax: (970) 920-5378
B. To Consultant:
Attn: Ryk Dunkelberg
Mead and Hunt, Inc
1616 East I S`� Street
Tulsa, OK 74120
21. Public Contracts for Services and Public Contracts with 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:
A. Public Contracts for Services (CRS &8-17.5-102). Consultant certifies, warrants, and
agrees that it shall not knowingly employ or contract with an illegal alien who will perfortn work
under this contract and has confirmed the employment eligibility of all employees who are newly
hired for employment in the United States to perform work under this contract, through participation
in the E-Verify Program or the Department program established pursuant to C.R.S. § 8-17.5-
102(5)(c), Consultant shall not knowingly enter into a contract with a subcontractor that fails to
certify to Consultant that the subcontractor shall not knowingly employ or contract with an illegal
alien to perform work under this contract. Consultant shall not use E-Verify Program or Department
program procedures to undertake pre-employment screening ofjob applicants while this contract is
being performed. If Consultant has actual knowledge that a subcontractor is employing or
contracting with an illegal alien for work under this contract, Consultant shalL• (a) notify the
subcontractor and the contracting State agency within three days that Consultant has actual
knowledge that the subcontractor is employing or contracting with an illegal alien for work under
this contract (b) terminate the subcontract if a subcontractor does not stop employing or contracting
with the illegal alien within three days of receiving the notice (except that the Consultant shall not
terminate the contract with the subcontractor if during such three days the subcontractor provides
information to establish that the subcontractor has not knowingly employed or contracted with an
illegal alien); and (c) comply with reasonable requests made in the course of an investigation,
undertaken pursuant to CRS §8-17.5-102(5), by the Colorado Department ol'Labor and Employment
(Department). If Consultant participates in the Department program identified in C.R.S. § 8-17.5-
102, Consultant shall deliver to the Department and the County a written, notarized affirmation,
affirming that Consultant has examined the legal work status of such employee, and shall comply
with all of the other requirements of the Department program. tf Consultant fails to comply with any
requirement of this provision or C.R.S. § 8-17.5-101 et seq., the County may terminate this contract
for breach and, if so terminated, Consultant shall be liable for damages.
B. Public Contracts with Natural Persons (CRS &24-76.5-101). The individual executing the
contract on behalf of the Consultant, if a natural person eighteen (18) 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 form of identification required by CRS §24-76.5-103
prior[o the effective date of this contract.
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IN WITNESS WHEREOF, the parties have executed this contract as of the date first set out herein
above.
CONSULTANT:
By: ���,�� L��
T�cie�caE �.t��- �1•� s - zoc�
Date
PITKIN COUNTY, COLORADO:
BY: ��; A,�st�� � 6D�,c.L3
Au orized Signer �"�/�-°'r Date
7i ,��T°-�
By__� � !-{(o-!�
Jon Peacoc , County Manager
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Exhibit A to Contract
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PART I: DETAILED SCOPE OF WORK
To Be Determined via Task Order
The Finnl Scope of Work lo be inchrded in the Conirac! will be developed be�ween lhe Counry and
the Con/ruclor. It N�ill inc[ude deturled descriplions of work to be performed under euch Task
Order. The lype of N�ork in each Task Order• will be limited to scope of work listed beloN� and/or
included in Ihe Requesl for Qualificalrons. Task Or•ders u(ili�ing federal funds rn excess of�1OQ000
are subjecl ro att Independent Fee Eslimale (IFE) revreti>>pi-ocess ns detennined by Pilkrn County.
All Task Orders regardless of fundittg source are s•ubject to lho:tgh review in both scope and price
by Pitkin County or designated entity.
NEPA Analvsis and Documentation for Airport Development Project(s)
The Consultant will provide environmental support services to assist Airport staff with preparation
of environmental documentation under the National Environmental Policy Act (NEPA) for planned
airport development projects. Additional associated services could include field surveys,
environmental inventories, environmental reports, and necessary field work and documentation to
comply with the National Historic Preservation Act and Clean Air Act General Conformity
requirements.
Environmental Management Services
The Consultant will provide on-call, comprehensive environmental management services and
technicaVprofessiona( assistance to support management of various environmental issues at the
Airport. Due to the nature of the conVact, the Respondent must be available 24 hours per day, 7 days
per week, induding holidays on a per Task Order basis. The services requested may involve fuel or
other spill issues, stormwater infrashucture and stormwater discharge activities, environmental
permit support, wetland / endangered species management, underground storage tank (UST) and
above ground storage tank (AST) services, water quality assessment and permitting, threatened or
endangered species issues, on-airport wildlife management, emergency response activities and other
miscellaneous environmental activities as may be required. The County may require testing of
� I V
Exhibit A to Contract
specified areas for lead-based paint, asbestos and mold followed by proper abatement, remediation
and disposal of said materials per Federal, local and Airport requirements. On-Airport construction
and maintenance activities may require the services of hazardous material testing specialists. Upon
receipC of test results, immediate remediation may be required. A list of preferred qualifications is
� provided in Section II.D below.
z f I
Exhibit A to Contract
PART II: GENERAL PROVISIONS
I.
CIVIL RIGHTS ACT OF 1964,TITLE VI—CONTRACTOR CONTRACTUAL
REQUIREMENTS
Reference: Title 49 CFR Part 21
During the performance of this contract, the contractor, for itself, its assignees and successors in
interest (hereinafter refened to as the "contractor") agrees as follows:
1.1 Compliance with Regulations. The contractor shall comply with the Regulations relative to
nondiscrimination in federally assisted programs oF the Depariment of Transportation (hereinafrer,
"DOT") TiUe 49, Code of Federal Regulations, Part 21, as they may be amended from time to time
(hereinafter referred to as the Regulations), which are herein incorporated by reference and made a
part of this contract.
1.2 Nondiscrimivation. The contractor, with regard to the work performed by it during the contract,
shall not discriminate on the grounds of race, color, or national origin in the selection and retention
of subcontractors, including procurements of materials and leases of equipment. The contractor shall
not participate either directly or indirectly in the discrimination prohibited by section 21.5 of the
Regulations, induding employment practices when the contract covers a program set forth in
Appendix B of the Regulations.
1.3 Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all
solicitations either by competitive bidding or negotiation made by the contractor for work to be
performed under a subcontract, including procurements of materials or leases of equipment, each
potential subcontractor or supplier shall be notified by the contractor of the contractor's obligations
under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, or
national origin.
lA Information and Reports. The contractor shall provide all information and reports required by
the Regulations or directives issued pursuant thereto and shall permit access to its books, records,
accounts, other sources of information, and its facilities as may be determined by the Sponsor or the
Federal Aviation Administration (FAA) to be pertinent to ascertain compliance with such
Regulations, orders, and instructions. Where any information required of a contracror is in the
exdusive possession of another who fails or refuses ro furnish this information, the contractor shall
so certify to the sponsor ar the FAA, as appropriate, and shall set forth what efforts it has made to
obtain the information.
1.5 Sanctions for Noncompliance. In the event of the contractor's noncompliance with the
nondiscrimination provisions of this contract, the sponsor shall impose such contract sanctions as it
or the PAA may determine Yo be appropriate, including, but not limited to:
3 /�
Exhibit A to Contract
a. Withholding of payments to the contractor under the contract until the contractor complies,
and/or
b. Cancellation, termination, or suspension of the contract, in whole or in part.
1.6 Incorporation of Provisions. The contractor shall include the provisions of paragraphs 1
through 5 in every subcontract, including procurements of materials and leases of equipment, unless
exempt by the Regulations or directives issued pursuant thereto. The contractor shall take such action
with respect to any subcontract or procurement as the sponsor ar the FAA may direct as a means of
enforcing such provisions including sanctions for noncompliance. Provided, however, that in the
event a contractor becomes involved in, or is threatened with, ]itigation with a subcontractor or
supplier as a result of such direction, the contractor may request the Sponsor to enter into such
litigation to protect the interests of the sponsor and, in addition, the contractor may request the
United States to enter into such litigation to protect the interests of the United States.
I I.
AIRPORT AND AIRWAY IMPROVEMENT ACT OF 1982, SECTION 520 - GENERAL
CIVIL RIGHTS PROVISIONS
The contractor assures that it will comply with pertinent statutes, Executive orders and such rules as
are promulgated to assure that no person shall, on tlie grounds of race, creed, color, national origin,
sex, age, or handicap be excluded from participating in any activity conducted with or benefiting
from Federal assistance. This provision binds the contractor from the bid solicitation period through
the completion of the contract. This provision is in addition to that required of Title VI of the Civil
Rights Act of 1964.
III.
DISADVANTAGED BUSINESS ENTERPRISES
Reference: Title 49 CFR PaM 26
Contract Assurance (§26.13) - The contractor or subcontractor shall not discriminate on the basis
of race, color, national origin, ar sex in the performance of this contract. The contractor shall carry
out applicable requirements of 49 CPR Part 26 in the award and administration of DOT assisted
contracts. Failure by the contractor to carry out these requirements is a material breach of this
contract, which may result in the termination of this contract or such other remedy, as the recipient
deems appropriate.
Prompt Payment (§26.29) - The prime contractor agrees to pay each subcontractor under this prime
contract for satisfactory performance of its contract no later than Fifteen (IS) days from the receipt
of each payment the prime contractor receives from Sponsor. The prime contractor agrees further to
return retainage payments to each subcontractor within Fifteen (15) days after the subcontractor's
work is satisfactorily completed. Any delay or postponement of payment from the above referenced
time frame may occur only for good cause following written approval of the Board. This clause
applies to both DBE and non-DBE subcontractors.
4 � 3
Exhibit A to Contract
IV.
LOBBYING AND INFLUENCING FEDERAL EMPLOYEES
Reference: Title 49 CFR Part 20, Appendix A
(1) No Pederal appropriated funds shall be paid, by or on behalf of the contractor, to any person
for influencin� or attempting to influence an officer or employee of any agency, a Member of
Congress, an officer or employee of Congress, or an employee of a Member of Congress in
connection with the making of any Federal grant and the amendment or modification of any Federal
grant.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person
for influencing or attempting to influence an officer or employee of any agency, a Member of
Congress, an ofticer or employee of Congress, or an employee of a Member of Congress in
connection with any Federal grant, the contractor shall complete and submit Standard Form-LLL,
"Disclosure of Lobby Activities," in accordance with its instructions.
V.
ACCESS TO RECORDS AND REPORTS
Reference: Title 49 CFR Part 18.36(i); FAA Order 5100.38
The Contractor shall maintain an acceptable cost accounting system. The Contractor agrees to
provide the Sponsor, the Pederal Aviation Administration and the Comptroller General of the United
States or any oF their duly authorized representatives access to any books, documents, papers, and
records of the contracror which are direcdy pertinent to the specific contract for the purpose of
making audit, examination, excerpts and transcriptions. The Contractor agrees to maintain all books,
records and reports required under this contract for a period of not less than three yeazs afrer final
payment is made and al] pending matters are closed.
VI.
BREACH OF CONTRACT TERMS
Reference: Title 49 CFR Part 18.36
Any violation or breach of terms of this contract on the part of the contractor or their subcontractors
may result in the suspension or termination of this contract or such other action that may be
necessary to enforce the rights of the parties of this agreement. The duties and obligations imposed
by the Contract Documents and the rights and remedies available thereunder shall be in addition to
and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by
law.
5 I �
Exhibit A to Contract
VII.
RIGHTS TO INVENTIONS
Reference: Titic 49 CFR Part 18.36(i)(8); FAA Order 5100.38
All rights to inventions and materials generated under this contract are subject to regulations issued
by the FAA and the Sponsor of the Federal grant under which this contract is executed.
VIII.
TI2ADE RESTRICTION CLAUSE
Refereuce: Title 49 CFR Part 30.13; FAA Order 5100.38
The contractor or subcontractor, by submission of an offer and/or execution of a contract, certifies
that it:
a. is not owned or controlled by one or more citizens of a foreign country included in the list
of countries that discriminate against U.S. firms published by the Office of the United States
Trade Representative (USTR);
b. has not knowingly entered inro any contract or subcontract far this project with a person
that is a citizen or national of a foreign country on said list, or is owned or controlled directly
or indirectly by one or more citizens or nationals of a foreign country on said list;
c. has not procured any product nor subcontracted for the supply of any product for use on
the project that is produced in a foreign country on said list.
Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance
with 49 CPR 30.17, no contract shall be awarded to a contractor or subcontractor who is unable to
certify to the above. If the contractor knowingly procures ar subcontracts for the supply of any
product or service of a foreign counlry on said list for use on the project, the Federal Aviation
Administration may direct through the Sponsor cancellation of the contract at no cost to the
Government.
Further, the contractor agrees that, if awarded a contract resulting from this solicitation, it will
incorporate this provision for certification without modification in each contract and in all lower tier
subcontracts. The contractor may rely on the certification of a prospective subcontractor unless it
has knowledge that the certification is erroneous.
The contractor shall provide immediate written notice to the sponsor if the contractor learns that its
certification or that of a subcontractor was erroneous when submitted or has become erroneous by
reason of changed circumstances. The subcontractor agrees to provide written notice to the
contractor if at any time it learns that its certification was erroneous by reason of changed
circumstances.
6 /S
Exhibit A to Contract
This certification is a material representation of fact upon which reliance was placed when making
the award. If it is later determined that the contractor or subcontractor knoN�ingly rendered an
erroneous certification, the Federal Aviation Administration may direct through the Sponsor
cancellation of the contract ar subcontract for dePault at no cost to the Government.
Nothing contained in the foregoing shall be construed to require establishment of a system of records
in order to render, in good faith, the certification required by this provision. The knowledge and
information of a contractor is not required to exceed that which is normally possessed by a prudent
person in the ordinary course of business dealings.
This certification concerns a matter within Yhe jurisdiction of an agency of the United States of
America and the making of a false, fictitious, or fraudulent certification may render the maker
subject to prosecution under Title 18, United States Code, Section 1001.
IX.
TERMINATION OF CONTRACT
Reference: 49 CFR Part 18.36(i)(2); FAA Order 5100.38
a. The Sponsor may, by written notice, terminate this contract in whole or in part at any time, either
for the Sponsor's convenience or because of failure to fulfill the contract obligations. Upon receipt
of such notice services shall be immediately discontinued (unless the notice directs otherwise) and
all materials as may have been accumulated in performing this contract, whether completed or in
progress, delivered to the Sponsor.
b. If the termination is for the convenience of the Sponsor, an equitable adjustment in the contract
price shall be made, but no amount shall be allowed for anticipated prof t on unperformed services.
c. If the Yermination is due to failure to fulfill the contractor's obligations, the Sponsor may take over_
the work and prosecute the same to completion by contract or otherwise. In such case, the contractor
shall be liable to the Sponsor for any additional cost occasioned to the Sponsor thereby.
d. ]f, afrer notice of termination for failure to fulfill contract obligations, it is determined that the
contractor had not so failed, the termination shall be deemed to have been effected for the
convenience of the Sponsor. In such event, adjustment in the contract price shall be made as
provided in paragraph 2 of this clause.
e.The rights and remedies of the sponsor provided in this dause are in addition to any other rights
and remedies provided by law or under this contract.
X.
CERTIFICATION REGARDING DEBAREMENT, SUSPENSION, INELIGIBILITY AND
VOLUNTARY EXCLUSION
Reference: TiHe 49 CFR Part 29; FAA Order 5100.38
� /b
Exhibit A to Contract
The bidder/offeror certifies, by submission of this proposal or acceptance of this contract, that neither
it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from participation in this transaction by any Pederal department or agency. It
further agrees by submitting this proposal that it will indude this clause without modification in all
lower tier transactions, solicitations, proposals, contracts, and subcontracts. Where the
bidder/offeror/conYractor or any lower tier participant is unable to certify to this statement, it shall
attach an explanation to this solicitation/proposal.
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