HomeMy WebLinkAboutbocc.con.072.2014 Rev. 08-30-11 jis
COUNTY CLERK'S
CONTRACT COVERSHEET
CONTRACT #: 072-2014
ORIGINATING DEPARTMENT: Open Space &Trails
PROCUREMENT OFFICER: Gary Tennenbaum PHONE#: 5355
PROJECT NAME: Ecological Services CONTRACTOR: Golder Associates, Inc.
DOLLAR AMOUNT: $500,000.00 LINE ITEM# see finance below:
CONTRACT EXECUTION DATE: 4/1/2014 CONTRACT END DATE: 12/31/2014
AUTOMATIC RENEWAL: El YES ® NO TERM: 5 years
❑ BOCC AGENDA ITEM (Grants, IGA) El STAFF AUTHORI7FD SIGNATURE
(Requires BOCC Signature) (Per Revised Procurement Code 7/2005)
® OVER$50,000(Requires Section Leader&County Manager's Signature)
✓ CHECK PROCUREMENT TYPE:
El None ❑ Informal ® Formal ❑ Sole Source El Emergency ❑ Outside Agency/State Bid
® Compliance with C.R.S. 8-17-5-101, 102 as amended (Immigration Form) ❑ Exempt
El Contract Renewal
✓ CHECK CONTRACT TYPE:
® Services/Maintenance El Employment •
El License/Use El Intergovernmental Agreement(Resolution Required)
El Lease El Non-Profit
El Construction El Quasi-Public (e.g.-AVH)
El Goods, Equipment, Supplies ❑ Grant Agreements (Notify Finance& Resolution Required)
El Other(e.g. revenue) El Change Order/Contract Amendment
(GO: 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 ✓gi All Other Blanks Filled In
✓ ® If Page Left Intentionally Blank—Note on Page in All Exhibits Attached
✓ ® Page numbered consecutively ✓❑ All Legal Descriptions attached (if applicable)
✓ ® All Original Signatures Affixed ✓Notice of Award/Notice to Proceed Attached(if applicable)
✓ All Dates Filled In ✓❑ Warranty (if applicable)
✓ ® Special Instructions for Finance Department: 118.57.02100.82000 and 118.57.02230.86142 and
118.57.02294.82841
✓ ® Authorized Procurement Officer's Name: Gary Tennenbaum
BY CHECKING ABOVE AND ENTERING NAME, THE AUTHORIZED STAFF PERSON INDICATES THAT
THE ATTACHED DOCUMENT HAS BEEN PROOFED AND READY FOR SCANNING.
NOTE: CLERK'S OFFICE WILL KEEP ORIGINAL DOCUMENTS IN COMPLIANCE WITH COLORADO STATE
ARCHIVES RETAINAGE SCHEDULE. ALL ATTACHMENTS MUST BE WITH THIS CHECKLIST!
Service Contract# 072-2014
Budget Line Item #118.57.02100.82000 118.57.02230.86142 118.57.02294.82841
'Cl MTN T
CONTRACT FOR PROVISION OF SERVICES
ECOLOGICAL SERVICES
THIS CONTRACT is made and entered by and between the Pitkin County Board of County
Commissioners ("County") and Golder Associates, Inc. (hereinafter "Contractor").
1. Term. The term of this contract is from 4/1/2014 to
12/31/2014 . At the expiration of the initial term, the contract may be extended for an additional term
of 5 years by the express written consent of both parties.
2. Contractor's Obligations. Contractor shall To provide the following Ecological Services:
A. Wildlife Surveys
a. Bird point counts to assess breeding bird densities
b. Owl Surveys
c. General wildlife surveys via the USDA Forest Service Terrestrial Visual Encounter
Surveys or other methods •
d. Camera Surveys
e. Small mammal trapping
f. Develop habitat improvement plans
•
g. Develop Management Indicator Species lists
•
B. Vegetation Surveys
a. Permanent vegetation monitoring transects via point-intercept method to ensure
compatibility with previous studies
b. Relocating and monitoring existing transects
c. Photo points
C. Threatened, Endangered, and Sensitive Species Surveys
D. Wetland/Riparian Surveys
a. Wetland delineations
b. Corps of Engineers wetland mitigation
c. Riparian and geomorphological assessments
E. GIS mapping
a. Wildlife habitat
b. Vegetation types
c. Wetland/Riparian habitat
•
F. Restoration/Revegetation
a. Design and monitor restoration/revegetation plans
b. Develop appropriate seed mixes
G. Management Plans
a. Assist County staff with creation of property management plans
b. Create ecological sections of management plans
H. Soil Surveys
I. Baseline Inventory and Assessment
3. Compensation and Expenses, Invoicing, Payment 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 $500,000.00 for all services rendered. By contract or amendment, the County
and Contractor may reallocate the budget among project tasks if the total budget amount remains unchanged.
Contractor shall invoice for the project monthly based on hours worked, with payment expected within thirty
(30) days of invoice, but any payment by the County may be offset by any amount the Contractor owes the
County for any reason.
4. County's Exclusive Ownership of Work Product. Drawings, specifications, guidelines and other
documents prepared by Contractor in connection with this contract shall be the property of the County.
However, Contractor shall have the right to utilize such documents in the course of its marketing,
professional presentations, and for other business purposes. Contractor assigns to County the copyrights to
all work prepared, developed, or created pursuant to this contract, including the right to: 1) reproduce the
work; 2) prepare derivative works; 3) distribute copies to the public; 4) perform the works publicly; and 5)
to display the work publicly provided that reuse of the Work Product shall be at County's sole risk.
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.
5. Pitkin County's Obligations. Pitkin County shall administer this contract through a County
Representative. Gary Tennenbaum will manage the project as the County's Representative. In the event that
Gary Tennenbaum is not available, Lindsey Utter shall assume the County Representative's duties. The
services provided and products delivered by the Contractor under this contract will be subject to review by
the County's Representatives, or a designee, for compliance with Contractor's obligations prior to final
payment.
6. Termination Prior to Expiration of Contract Term. The County has the right to terminate this contract,
with or without cause, by giving written notice to the Contractor of such termination and specifying the
effective date thereof. 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
Contractor pursuant to this contract shall become the County's property. Contractor shall be entitled to
receive compensation in accordance with the contract for any satisfactory 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.
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7. Independent Contractor Status.
A. The parties to this contract intend that the relationship between them contemplated by the
contract is that of independent contractor. Contractor, and any agent, employee, or servant of Contractor
shall not be deemed to be an employee, agent;or servant of Pitkin County.
B. Contractor is not required to offer his services exclusively to Pitkin County under this
contract. Contractor may choose to work for other individuals or entities during the term of this contract,
provided that the basic services and deliverable products required under this contract are submitted in the
manner and on the schedule defined under this contract.
C. Services performed by Contractor will be conducted in a manner consistent with that level of
care and skill ordinarily exercised by other members of the engineering and science professions currently
practicing under similar conditions subject to the time limits and financial, physical or any other constraints
applicable to the services. No warranty, express or implied is made.
D. Contractor shall not attempt to oversee or supervise the work or actions of any Pitkin County
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 payment of any federal, state, FICA and other income taxes.
8 Assignability. This contract is not assignable by either party. Any use of subcontractors by
the Contractor for performance of this contract must be accepted in writing by the County.
9. 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 Pitkin County contract disputes. Costs of the arbitration shall be awarded to the substantially
prevailing party.
10. Severability. 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 may, from time to time, request changes in the scope of services of the Contractor
to be performed hereunder. Such changes, including the increase or decrease in the amount of the
Contractor's compensation, which are mutually agreed upon between the County and the Contractor, shall be
in writing and upon execution shall become part of this contract.
12. Indemnity.
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,
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its elected officials, trustees, employees, agents, volunteers, and any jurisdiction or agency issuing permits for
any work included in the project, hereinafter referred to asindenmitee, 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 any negligent act, intentional act, error or omission by the Contractor, and for any
consequential liability alleged to accrue against the County on account of the Contractor's acts, errors or
omissions; 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 shall investigate, process, respond to, adjust, provide defense for
and defend, pay or settle all claims, demands, or lawsuits related to any negligent act, error or omissions by the
Contractor 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.
C. County agrees to limit the liability of the Contractor, its employees, officers, directors, agents,
consultants, and subcontractors to Contractor, its employees, officers, directors, agents, consultants, and
subcontractors, whether in contract or tort, which arises directly or indirectly from the Contractor's acts, errors, or
omissions, such that the total aggregate liability of Contractor to all those named shall not exceed the limits and
conditions of the applicable insurance as specified in the agreement, $1,000,000.00 per claim and $2,000,000.00
aggregate. Should the required insurance company deny coverage for any claim, Contractor will remain liable for
claims to the extent limited by this contract.
13. Insurance. Contractor and subcontractors shall procure and maintain until all of their obligations
have been discharged, including any warranty periods under this Contract are satisfied, insurance against
claims for injury to persons or damage to property which may arise from or in connection with the
performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors.
The insurance requirements herein are requirements for this Contract and in no way limit the indemnity
covenants contained in this Contract.
The County in no way warrants that the limits contained herein are sufficient to protect the Contractor from
liabilities that might arise out of the performance of the work under this Contract by the Contractor, its
agents, representatives, employees, or subcontractors. The Contractor shall assess its own risks and if it
deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contractor 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:
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 liability requirements provided that the coverage is written on
a"following form" basis.
1. Statutory Workers' Compensation: Colorado statutory minimums
a. Policy shall contain a waiver of subrogation against the County.
b. This requirement shall not apply when a contractor or subcontractor is exempt under
Colorado Workers' Compensation Act., AND when such contractor or subcontractor executes
the appropriate sole proprietor waiver form.
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Minimum Limits:
Coverage A (Workers' Compensation) Statutory
Coverage B (Employers Liability) $ 500,000
$ 500,000
$ 500,000
2. Commercial General Liability
(With County included as additional insured)
Minimum Limits:
General Aggregate $ 2,000,000
Products/Completed Operations Aggregate • $ 2,000,000
Each Occurrence Limit $ 1,000,000
Personal/Advertising Injury $ 1,000,000
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
• Personal/Advertising Injury
• Products/ Completed Operations
• Liability assumed under an Insured Contract (including defense costs assumed under contract)
• Independent Contractors
• Designated Construction Projects(s) General Aggregate Limit
• Additional Insured—Owners, Lessees or Contractors Endorsement
• Additional Insured—Owners, Lessees or Contractors Endorsement
• The policy shall include the following as an additional insured: "County, its subsidiary, parent,
associated and/or affiliated entities, successors, or assigns, its elected officials, trustees,
employees, agents, and volunteers".
3. Auto Liability: Bodily injury and property damage for any owned, hired, and non-
owned vehicles used in the performance of this Contract.
Minimum Limits:
Bodily Injury/Property Damage (Each Accident) $ 1,000,000
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,
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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.
2. In addition,these Certificates of Insurance shall contain the following clauses:
a. The contractor's commercial general liability insurance shall be primary and non-
contributory with any insurance or self-insurance purchased by the County but only to the extent of
contractor's negligence.
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 Contractor.
d. Location of operations shall be: "all operations and locations at which
work for the referenced Project is being done."
3. Certificates of Insurance for all renewal policies shall be delivered to the
County's Representative prior to a policy's expiration date except for any policy expiring on the expiration
date of this contract or thereafter.
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 84-78000-5K.
15. Records. The Contractor shall maintain comprehensive, complete and accurate books,
records, and documents concerning its performance relating to this contract for a period of three (3) years after
final payment under the contract and the County shall have the right within the three (3) year period to inspect
and audit these books, records and documents, upon demand, in a reasonable manner and at reasonable times,
for the purpose of determining, by accepted accounting and auditing standards, compliance with all provisions
of 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. 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 attorney's fees.
18. Governmental Immunity. 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
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Colorado Governmental Immunity Act, § 24-10-101, et seq., C.R.S., as from time to time amended, or
otherwise available to Pitkin County or any of its officers, agents or employees. Further, nothing in this
contract shall be construed or interpreted to require or provide for indemnification of the Contractor 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.
19. Current Year Obligations. 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 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. To Pitkin County with copies to:
Gary Tennenbaum Pitkin County Attorney's Office
530 E Main St. #300 530 E. Main Street, #302
Aspen, Colorado 81611 Aspen, Colorado 81611
Fax: 970-920-5198 Fax: (970) 920-5198
B. To Contractor:
Golder Associates, Inc. 44 Union
Blvd, Suite 300 Lakewood, CO
80228 Fax: 303-985-2080
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
PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. [Not Applicable to agreements relating to the
offer, issuance, or sale of securities, investment advisory services or fund management services,sponsored
projects, intergovernmental agreements, or information technology services or products and services]
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 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 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 subcontractor
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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 Department program procedures to undertake pre-employment
screening of job applicants while this.contract is being performed, (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, (c) shall terminate the subcontract
if a subcontractor does not stop employing or contracting with 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 Department program, Contractor shall deliver to the contracting State agency, Institution
of Higher Education or political subdivision a written, notarized affirmation, affirming that Contractor has
examined the legal work status of such employee, and shall comply with all of the other requirements of the
Department program. If Contractor fails to comply with any requirement of this provision or CRS §8-17.5-
101 et seq., the contracting State agency, institution of higher education or political subdivision may
terminate this contract for breach and, if so terminated, Contractor shall be liable for damages.
PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS §24-76.5-101. Contractor, 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 to the effective date of this contract.
IN WITNESS WHEREOF, the parties have executed this contract as of the date first set out herein above.
CONTRACTOR:
Title Principal and Program Leader
Date 5/1/2014
PITKIN COUNTY, COLORADO:
By:
Si t ! ° t�-
Gary nnenbaum Date
By sr170'1-
Jon Peacock, ounty Manager Date
8
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March 31, 2014
Randy H. Mandel
Golder Associates
44 Union Blvd., Suite 300
Lakewood, Colorado 80228
RE: 072-2014 Ecological Services Contract(118.57.02100.82000)
Dear Mr. Mandel;
Congratulations! Attached is the above referenced Pitkin County contract. After your review
please sign the signature page (last page) and return to me a pdf of this page(please, no digital
signature). Once Gary and the County Manager have signed I will send you pdf of the executed
contract.
Please note contract requirement paragraph #13 Insurance; A) Coverage & Limits of Insurance;
•
1,2, and 3. You can notify your insurance company to issue a Certificate of Liability Insurance
naming Pitkin County OST as additionally insured. Your insurance company can email the
Certificate of Liability Insurance directly to me.
Invoices can be emailed to me directly for processing. No need to mail unless this is your
preferred process,just let me know if invoices will be sent by mail.
Sincerely;
Fran Soroka
Pitkin County Open Space & Trails
Administrator
fran.soroka@pitkincounty.com
970.920.5223
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•
530 E. Main Street,3`d Floor, Aspen, CO 81611 • Phone: 970-920-5232 • Fax: 970-920-5198