HomeMy WebLinkAboutbocc.con.295.2013 Rev. 08-30-11 jls
COUNTY CLERK'S
• CONTRACT COVERSHEET
CONTRACT #: 295-2013
ORIGINATING DEPARTMENT: Manager
PROCUREMENT OFFICER: Phylis PHONE#: 920-5208
PROJECT NAME: Procurement Web System CONTRACTOR: IPT by BidNet
• DOLLAR AMOUNT: $0.00 LINE ITEM# N/A
CONTRACT EXECUTION DATE: 11/22/2013 CONTRACT END DATE: 11/21/2014
AUTOMATIC RENEWAL: ® YES ❑ NO TERM: 2 years
❑ BOCC AGENDA ITEM (Grants, IGA) ❑ STAFF AUTHORIZED SIGNATURE
(Requires BOCC Signature) (Per Revised Procurement Code 7/2005)
❑ OVER$50,000(Requires Section Leader& County Manager's Signature)
✓ CHECK PROCUREMENT TYPE:
®None ❑ Informal ❑ Formal ❑ Sole Source ❑ Emergency ❑ Outside Agency/State Bid
® Compliance with C.R.S. 8-17-5-101, 102 as amended(Immigration Form) ❑ Exempt
❑ Contract Renewal
✓ CHECK CONTRACT TYPE:
Z Services/Maintenance ❑ Employment
[' License/Use ❑ Intergovernmental Agreement(Resolution Required)
❑ Lease ❑Non-Profit
❑ Construction ❑ Quasi-Public (e.g.-AVH)
❑ 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)
All Contracts should be proofed and all exhibits and notices must be attached for the following:
✓ ® No Pages Missing ✓❑ All Other Blanks Filled In
✓ ® If Page Left Intentionally Blank—Note on Page ✓❑ All Exhibits Attached
✓ ® Page numbered consecutively ✓❑ All Legal Descriptions attached (if applicable)
✓ ® All Original Signatures Affixed in Notice of Award/Notice to Proceed Attached (f applicable,
✓ ® All Dates Filled In ✓❑ Warranty(if applicable)
✓ ❑ Special Instructions for Finance Department:
✓ ® Authorized Procurement Officer's Name: Phylis Mattice
BY CHECKING ABOVE AND ENTERING NAME,THE AUTHORIZED STAFF PERSON INDICATES THAT
THE ATTACHED DOCUMENT HAS BEEN PROOFED AND READY FOR SCANNING.
NOTE: CLERK'S OFFICE WILL KEEP ORIGINAL DOCUMENTS IN COMPLIANCE WITH COLORADO STATE
ARCHIVES RETAINAGE SCHEDULE. ALL ATTACHMENTS MUST BE WITH THIS CHECKLIST!
•
C
i PTINTERACTIVE PROCUREMENT Phone#: (800)835-4603
TECHNOLOGIES by BidNete Fax#: (800)721-6985
AGREEMENT FOR SERVICES
Parties to this Agreement: The parties to this Services Agreement (hereinafter referred to as "the
Agreement") are Pitkin County Board of County Commissioners (hereinafter referred as the
"Participating Organization") and International Data Base Corp., doing business under the trade name
Interactive Procurement Technologies by BidNet, a legally incorporated body having its principal place of
business at 20A Railroad Avenue,Albany, New York 12205 (hereinafter referred to as"IPT").
RECITALS:
WHEREAS the Participating Organization is in need of web-based solicitation and bidding
services, including maintenance and support services;
WHEREAS under the Agreement, IPT has developed a web-based solicitation system, providing
on-line bidding services, including maintenance and support services (hereinafter referred to as "The
Network")
WHEREAS the Participating Organization wishes to join The Network and benefit from the
services provided by IPT;
THE PARTIES AGREE:
1. Description of Services: System Membership: The Participating Organization has agreed to join The
Network. It is understood that IPT will provide the Participating Organization with access to The
Network.
2. Term of Agreement: This Agreement shall become effective on the date of the execution for an
initial term of twelve (12) months (the "Initial term"). The Initial Term of this Agreement may be
extended in one-year increments, without notice unless terminated by either party.
3. Payment for Services:
3.1 Participating Organization Fees:
3.1.1. Subscription Fees: There will be no subscription fees incurred by the Participating
Organization under this Agreement.
3.1.2. Mailing Fees: IPT will send an invoice to the Participating Organization for
reimbursement of postage fees incurred to produce the mailing to suppliers.
3.1.3. Press Release Fees: IPT will send an invoice to the Participating Organization for
reimbursement of Press Release distribution fees incurred to distribute Press Release.
3.1.4. Programming Fees: The Participating Organization agrees to use The Network on an"as
is" basis. Any customized work requested by the Participating Organisation shall be
made available at One Hundred and Twenty-five dollars ($125)per hour.
Agreement for Services v_03IPT12
IPTINTERACTIVE PROCUREMENT Phone#: (800)835-4603
TECHNOLOGIES by BidNete Fax#: (800)721-6985
3.1.5. Surplus Auction Fees: Should the Participating Organization choose to use the Surplus
Auctions program to sell unwanted goods and equipment, a 5% commission will be paid
to IPT for items sold.
3.1.6. Future Enhancements: IPT reserves the right to offer future services to the Participating
Organization which may or may not include service fees.
3.2 Supplier Registration Fees:
3.2.1. Basic Service: This option gives suppliers access to search for documents of interest for
all Participating Organizations actively using The Network at no charge, but requires
them to remember to login frequently to ensure they are able to view opportunities before
they close. This includes bids, addendums and awards.
3.2.2. Optional Value Added Service: Suppliers that choose to register for the value added
service option will be charged a nominal annual subscription fee. This includes
notification from all Participating Organizations when bids, addendums and awards are
posted on The Network that matches their profile.
3.2.3. Future Enhancements: IPT reserves the right to offer future services to all registered
suppliers which may or may not include separate service fees.
4. Termination: This Agreement may be terminated by either party upon sixty (60) days notice.
Notice shall be in writing, sent by certified mail, return receipt requested. In such event all
finished or unfinished documents, data, and bids in the possession of IPT pursuant to this
contract shall become the Participating Organization's property.
5. Indemnity.
5.1. IPT agrees to indemnify, hold harmless and, not excluding the Participating
Organization's right to participate, defend the Participating Organization, its
subsidiary, parent, associated and/or affiliated 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, 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 (i) arising out of the breach by IPT of any provision of this Contract or (ii)
arising out of the failure of IPT to conform to any statutes, ordinances,
regulation, law or court decree or (iii) resulting in personal injury and damage to
real or personal tangible property caused by IPT, its agents, employees, partners
or sub-contractors in the performance of this Contract. It is agreed that IPT will
be responsible for primary loss investigation, defense and judgment costs where
this contract of indemnity applies. In consideration of the award of this contract,
IPT agrees to waive all rights of subrogation against the Participating
Organization, its subsidiary, parent, associated and/or affiliated entities,
Agreement for Services v_03IPT12
i PTINTERACTIVE PROCUREMENT Phone (800)835-4603
#:TECHNOLOGIES by BidNet' Fax#: (800)721-6985
successors, or assigns, its elected officials, trustees, employees, agents, and
volunteers for losses arising from the work performed by IPT for the Participating
Organization. Any actions taken by the Participating Organization relative to the
work of IPT shall be the responsibility of the Participating Organization.
5.2. Notwithstanding the foregoing, IPT shall not be liable for special, indirect or
consequential damages, including lost of data or records, even if the party has
been advised of the possibility of such damages.
5.3. IPT 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.
6. Governmental Immunity. IPT agrees and understands that Participating Organization 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 Participating Organization or any of its officers, agents or employees.
Further, nothing in this contract shall be construed or interpreted to require or provide
for indemnification of the IPT by the Participating Organization 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.
7. Entire Agreement: This Agreement constitutes the entire understanding of the parties and the
parties agree that there are no other understandings, representations or warranties, either expressed
or implied, whether written or oral, made by either party, except as stated within this Agreement.
8. Amendments: No alteration of this Agreement shall be valid unless made in writing and signed by
the parties and no oral understanding or agreements not incorporated herein shall be binding on the
parties.
9. Governing Law: This Agreement shall be governed by the laws of the State of Colorado. Venue
is agreed to be exclusively in the courts of Pitkin County, Colorado.
10. Binding Arbitration: Any disputes arising out of this contract shall be subject to
binding arbitration. The parties agree that any disputes concerning the terms and
conditions of this contract 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 the
Participating Organization's contract disputes. Costs of the arbitration shall be awarded to
the substantially prevailing party.
11. Severability: If any provision of this Agreement will be held to be invalid or unenforceable for any
reason,the remaining provisions will continue to be valid and enforceable.
Agreement for Services v_03IPT12
PTINTERACTIVE PROCUREMENT Phone#: (800)835-4603
TECHNOLOGIES by BidNet' Fax#: (800)721-6985
12. Work Product Ownership: Any copyrightable works, ideas, discoveries, inventions, patents,
products, or other proprietary information developed in whole or in part by IPT in connection of this
Agreement, will be the exclusive property of IPT.
13. Unauthorized Use: The Participating Organization agrees to require each user obtain a usemame
and password to gain access The Network. Sharing of usemames and passwords is strictly
prohibited. The Participating Organization also agrees to obtain written consent from IPT prior to
showing demonstrations of The Network to any third party.
14. Warranty: IPT shall provide its services and meet its obligations under this Agreement in a timely
manner, using knowledge for performing the services which meet a standard of care equal to service
providers similar to IPT on similar projects.
15. Illegal Aliens — Public Contracts for Services. In conformance with the provisions of
C.R.S. § 8-17.5-101 and 102, as amended;
15.1. Contractor shall not knowingly employ or contract with an illegal alien to
perform work under the public contract for services.
15.2. Contractor shall not enter into a contract with a subcontractor that fails to
certify to the contractor that the subcontractor shall not knowingly employ or
contract with an illegal alien to perform work under the public contract for
services.
15.3. Contractor has confirmed the employment eligibility of all employees who are
newly hired for employment to perform work under the public contract for
services through participation in either the E-Verify Program or the Department
Program.
15.4. Contractor shall use either the E-Verify Program or the Department Program
procedures to undertake pre-employment screening of job applicants while the
public contract for services is being performed.
15.5. Should Contractor obtain actual knowledge that a subcontractor performing
work under the public contract for services knowingly employs or contracts
with an illegal alien, Contractor shall be required to:
15.5.1. Notify the subcontractor and the County within three days that the
contractor has actual knowledge that the subcontractor is employing or
contracting with an illegal alien;
15.5.2. Terminate the subcontract with the subcontractor if within three days of
receiving the required notice the subcontractor does not stop employing
or contracting with the illegal alien; except that the contractor shall not
terminate the contract with the subcontractor if the subcontractor provides
Agreement for Services v 03IPT12
F�''INTERACTIVE PROCUREMENT Phone#:(800)835-4603
l TECHNOLOGIES by BidNet' Fax#:(800)721-6985
information to establish that the subcontractor has not knowingly
employed or contracted with an illegal alien;
153.3.Contractor shall comply with any reasonable request by the department
made in the course of an investigation that the department is undertaking
pursuant to C.R.S. 8-17.5-102(5).
16. Signatures: The individuals executing this Agreement represent and warrant that they have the
legal capacity and authority to do so on behalf of their respective legal entities.
The parties hereto, by their duly authorized representatives, have executed this Agreement effective the
day and year written under the Participating Organization below.
Pitkin County
530 E Main St,3"'FL
Aspen,CO 81611
•
Name: Phvliis Mattice
Title: Assistant County Manager
Date: Novemb 4 20 3
Signature:—)
IF A NON-ST ;�s�� MO AL LANGUAGE ADDED: •
By. Il it i3
Laura Makar,Assistant County Attorney Date
Interactive Procurement Technologies by BidNet®, a division of
International Data Base Corp.
Name: Dan Ansell
Title: Vice President
Date: 2 -- /42
Signature: /,
Agreement for Services v_03IPT12
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