HomeMy WebLinkAboutbocc.con.145.2002 CHECK LIST CONTRACTS SUBMITTED TO CLERKS OFFICE FOR SCANNING/ARCHIVING
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Contact Person: l)thn 16 a o CONTRACT#A�6 2—
Phone#: 970 - 9c? 63 -Y
Check Contract Type: (CHECK ALL THAT ARE APPROPRIATE)
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Signatures Required:
Under 25K—Department Head
25-50K—Department Head(if appropriate), Section Leader
Over 50 K—Department Head (if appropriate), Section Leader, County Manager
Contractor/Business (Complete Name): hvLjA2o,- Ga na b,<Ld eyv
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Contract Start Date: 7/ q log Contract End Date: G13110,� Automatic Renewal (Y/N):
All Contracts should be proofed for the following:
• No Pages Missing
• If a Page is Left Intentionally Blank—Note on Page
• Consecutive Page No's
• All Signatures Affixed
• All Dates Filled In
• All Other Blanks Filled In
• All Exhibits Attached
• All Legal Descriptions Attached (if appropriate)
• Notice of Award/Proceed Attached(if appropriate)
Sent to Clerk and Recorder for Scanning/Archiving
Date: 7 Z r D
vim- G l
Au orized Staff Person
Note: Signature of authorized staff person indicates that document has been proofed and ready for scanning. l
(Clerk's Office will keep original documents in compliance with State Archives retainage schedule)
'UTHORIZED
SIGNATURE
CONTRACT#./ .,
AM ,kwmy
AGREEMENT FOR PROVISION OF PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROVISION OF PROFESSIONAL SERVICES (the "Agreement") is
made and entered by and between Pitkin County, Board of County Commissioners ("Pitkin County")
and Airspace Safety Analysis Corporation, a Delaware Corporation (hereinafter"Contractor").
1. Purpose. The purpose of this Agreement is to study, design, redesign and/or propose
certain flight procedures.
2. Term. The term of this Agreement is from July 24, 2002 to December 31, 2002. At the
expiration of the initial term, the Agreement may be extended for an additional term of up to one year
with express written consent of both parties.
3. Contractor's Obligations. Contractor is obligated to provide services as outlined in
the attached Scope of Work (SOW) attached hereto as Exhibit A and incorporated by this reference.
4. Compensation and Expenses Invoicing and Payment. The County shall pay the Contractor
for performance of services hereunder. Payment of invoices submitted by Contractor hereunder is
contingent upon completion of each task to the satisfaction of the County. Invoices shall itemize specific
work done to complete the task, and include receipts for all reimbursable items. Within thirty (30) days of
receipt of an invoice and approval thereof as required hereunder, payment shall be made by the County.
Reimbursable expenses are "NONE" may be billed on a monthly basis and will be paid within thirty (30)
days of receipt of the invoice with a top-set of NONE. In no event shall the total charges for services and
reimbursements exceed Twenty Eight Thousand Five Hundred Dollars and No Cents ($28,500.00). In the
event the Contractor incurs time and expenses above said amount,no compensation for said additional time
and expenses shall be required to be paid by the County without written authorization by the County.
5. County's Exclusive Ownership of Work Product. All work produced pursuant to this
Agreement becomes the property of Pitkin County.
6. Pitkin County's Obligations. Pitkin County shall administer this Agreement through a
County Representative. Jim Elwood will manage the project as the County's Representative. In the event
that Jim Elwood is not available, Ray Krebs shall assume the County Representative's duties. The services
provided and products delivered by the Contractor under this Agreement will be subject to review by the
County's Representatives, or a designee, for compliance herewith.
The review comments of the County's Representative may be reported in writing as needed to the
Contractor. To prevent an unreasonable delay in the Contractor's work, the County's Representative
will endeavor to examine all deliverable products and other documents and will accept same and
authorize payment or will specify necessary changes within ten (10)working days of receipt of such
documents.
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7. Cancellation. In addition to the right of termination referenced in Exhibit B hereto,
Pitkin County reserves the right to cancel this Agreement for unsatisfactory performance of Contractor's
obligations as determined by Pitkin County in its sole discretion, upon written notice to Contractor as
provided in Paragraph 11 herein.
8. Required Clauses. Pitkin County's Required Clauses are attached hereto as Exhibit B
and incorporated by this reference.
9. Independent Contractor Status.
a. The parties to this Agreement intend that the relationship between them
contemplated by the Agreement 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 Agreement. Contractor may choose to work for other individuals or entities during
the tern of this Agreement, provided that the basic services and deliverable products
required under this Agreement are submitted in the manner and on the schedule defined
under this Agreement.
C. Contractor warrants that all work produced will conform to all applicable industry
standard of care, skill and diligence in the performance of Contractor's obligations under
this Agreement.
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
Agreement.
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.
10. Assi nablility. This Agreement is not assignable by either party.
11. Notice. Any written notice required by this Agreement shall be deemed delivered on the
happening of 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
Jim Elwood
0233 E. Airport Road, Suite A
Aspen, CO 81611
Phone: 970-920-5384
Fax: 970-920-5378
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with copies to:
Pitkin County Attorney's Office
530 E. Main Street, #302
Aspen, Colorado 81611
Fax: (970) 920-5198
b. To Contractor:
Airspace Safety Analysis Corporation
Attn: Bob Withers
1903 Phoenix Blvd., Suite 250
Atlanta, Georgia 30349
Phone: 678-924-8000
Fax: 678-924-8006
12. Modification. This Agreement may only be modified by written agreement of both
parties hereto. Any modifications hereof are subject to the requirements of the Pitkin County
Procurement Code and the Required Clauses attached hereto as Exhibit B.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set out herein
above.
CONTRACTOR:
By:
Title
Date r oZ
PITKIN COUNTY:
_ �( Q Lam,. bZ
Department Head Date (ectio Head if 125,000) Date
IF A NON-STANDARD CONTRACT ADD:
e urr� fired No�fd
John E , ounty Attorney Date Kris Jewkes, Risk gement ate
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EXHIBIT A
SCOPE OF WORK
ASPEN-PITKIN CO/SARDY FIELD AIRPORT
DESIGN AND IMPLEMENTATION OF "SPECIAL" LOC RWY 15 APPROACH
PROCEDURE
PROJECT DESCRIPTION:
Contractor will design, coordinate and support implementation of a new Runway 15 Localizer(LOC)
approach procedure for Aspen-Pitkin Co/Sardy Field Airport. The goal of the new approach is to
provide qualified and approved users with an enhanced approach procedure utilizing the new Localizer
navigation facility. Both a near straight-in course and stabilized descent gradients will be addressed in
the procedure design. Required obstacle clearances for not only the final and missed approach segments
but all approach segments are imperative for FAA procedure acceptance,public safety and cost
justification of installation/implementation. Contractor will also review existing obstructions and the
topography of the local terrain in designing the approach procedure. The procedure will be available for
submission into the FAA approval process in time for complete FAA validation, FAA Airborne Flight
Inspection, and qualified/approved user distribution prior to the 2002/2003 ski season. The Schedule-
Tentative as presented below is considered adequate for the FAA approval process.
BASIC SERVICES:
Specifically, Contractor will design and develop an instrument approach procedure for runway 15 at
Aspen-Pitkin Co/Sardy Field Airport. Design the procedure using FAA Order 8260.313 (TERPS) criteria
with application of supplemental criteria orders as necessary.
• Utilize the FAA's Instrument Approach Procedure Automation (IAPA#2) software design tool.
• Perform site visits to Aspen-Pitkin Co/Sardy Field Airport and Denver Center.
• Coordinate and review the procedure with FAA/Air Traffic facility staffs at
Aspen Air Traffic Control Tower
Denver Center(ADV-530)
Seattle Flight Procedures Office (SEA FPO)
Northwest Mountain Region Flight Standards (ANM-230)
• Meet with FAA/AVN-160 in Oklahoma City (as necessary)to insure timely quality review
• Meet with FAA/AFS-420 in Oklahoma City(as necessary) to support procedure through the
review board process.
• Coordinate expeditious handling of Airborne Flight Inspection package (AVN-200).
• Coordinate with Jeppesen/NOS for charting/coding (as necessary).
• Provide advanced"PROOF" copies of approach plates to the FAA and their designated users.
• Provide written status reports of FAA progress by E-mail to Aspen-Pitkin Co/Sardy Field Airport
Manager
• Provide a one year subscription for Procedure Criteria Newsletter to Pitkin County.
DELIVERABLES:
• LOC RWY 15 approach procedure Feasibility Study with emphasis on environmental issues,
lowest approach minimums expected and controlled airspace requirements to the FAA.
• Obstacle evaluation documentation/charts using the FAA's Instrument Approach Procedure
Automation(IAPA#2) software design tool to the FAA
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• 25,000:1 scale quadrangle charts with final and missed approach trapezoids drawn for terrain and
obstacle evaluation to the FAA.
• Design information of the LOC RWY 15 procedure on FAA Forms (8260-2/7/9) and
supplemental forms as necessary for the complete FAA procedure package.
• FAA Order 8260.3B (TERPS) waivers of standards with equivalent levels of safety on FAA
Form 8260-1(as necessary) to the FAA
• Total Airspace and Airport Modeler(TAAMs Plus) simulation of procedure from enroute system
through approach and missed approach with return to Initial Approach Fix (IAF).
• AVN-200 Flight Inspection package to include charts/checklists/Proof Plates.
• Provide one complete of all documentation provided to the FAA to the Aspen-Pitkin Co/Sardy
Field Airport Manager.
FLIGHT PROCEDURE DESIGN PROCESS:
In accordance with Pitkin County's express requirements and reasonably precise specifications under the
written and approved criteria guidance of the FAA, Contractor will design, redesign and/or propose
flight procedures for Pitkin County as follows.
A. If applicable, Contractor will review current flight procedures at the airport location(s)
specified in the Scope of Work ("SOW") attached or to be attached hereto.
B. Contractor will advise Pitkin County as to its requirements for topographical maps,
obstacle data, survey information, navigational aid information, and other relevant information.
C. Contractor will recommend to Pitkin County new navigation aids and/or relocation or
other changes to existing navigational aids.
D. Contractor will design, redesign and/or propose flight procedures as requested after the
receipt of sufficient topographical maps, obstacle data, survey information, navigational aid information,
and other relevant information from Pitkin County or as obtained by Contractor from the FAA
aeronautical data system.
E. Contractor flight procedure designs and proposals will be based solely on information and
reasonably precise specifications provided by Pitkin County or obtained by Contractor from the FAA
aeronautical data system, and on U.S. TERPS criteria, but not on any on-site ground or air inspection,
unless specifically requested by Pitkin County or deemed necessary by Contractor or as directed by the
FAA.
F. Contractor will make recommendations regarding flight procedure design decisions
including, but not limited to, airways, fixes, waypoints, navigation aid selection, naming, coding and
placement, and discretionary altitude and routing selection, but all such final decisions shall be made
solely by Pitkin County or the FAA.
G. Contractor will not provide or recommend any warnings or advisory notices to pilots for
inclusion in flight procedures nor will Contractor be responsible for insuring that Pitkin County or the
FAA provides such notices. All such notices, if any, shall be published through the FAA NOTAM
System.
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H. Contractor will not test the operational status of navigational aids, flight check or certify
the adequacy, efficiency or safety of its flight procedure designs. All such testing and final certification
is solely the responsibility of the FAA Aviation System Standards ("FAA/AVN").
I. Contractor will provide detailed documentation and calculations for all requested flight
procedure designs and proposals and will provide new procedures to Pitkin County and to the
FAA/AVN for airborne flight inspection on standard procedure forms (form 8260) and with graphical
computer plots.
J. Contractor will provide to Pitkin County and the FAA/AVN a standard U.S. Airborne
Flight Inspection package to include standard procedure forms, graphical computer plot, and visual flight
rule chart, as available, for the area of the procedure.
K. Contractor will provide corrections, at no charge to Pitkin County, to its flight procedure
design and associated forms and charts if the FAA/AVN review identifies design errors, document
errors, or issues of flyability with Contractor developed procedure. Errors due to the information
obtained from FAA aeronautical data system will be reviewed and corrected at an additional expense to
Pitkin County.
L. At the request of the Pitkin County and with the permission of the FAA/AVN, the
Contractor will participate as an observer during the flight inspection either on the ground or airborne as
necessary to make timely corrections for"on-the-spot"re-inspection.
M. At the request of Pitkin County, Contractor will coordinate the publication of the FAA-
approved flight procedures and work products with the FAA's approved list of participants that may fly
the procedure, which may include the FAA's National Aeronautical Charting Office ("NACO") and
other third party publishing companies.
SCHEDULE-TENATIVE
July 12, 2002: Localizer Facility location data available from FAA
July 31, 2002: Aspen Site visit and initial discussions with FAA Aspen Tower/Denver Center
Aug 13, 2002: Submit all design documents and Flight Inspection Package to FAA.
Aug 13, 2002: Meeting with FAA RAPT Group in NW Mountain Regional Office
Aug 30, 2002: Facility and procedure available for FAA Airborne Flight Inspection
Sept 20, 2002: Completed procedure package to AFS-420 for approval.
Oct 31, 2002: Procedure available for"Special"authorization by approved users
DISCLAIMERS AND LIMITATION OF LIABILITY
All work performed by Contractor hereunder, including without limitation, Flight procedures and
related work products, is reviewed, flight-tested, approved, authorized and thereafter prescribed by
the Federal Aviation Administration (FAA) of the United States Government. Once approved,
authorized and prescribed by the FAA, Contractor's work product becomes the sole responsibility of
the FAA, and the product becomes the sole responsibility of the FAA, and Contractor specifically
disclaims any liability whatsoever for the adequacy, reliability, accuracy, safety or conformance with
Government Standards of any FAA Flight procedure, whether designed and created by Contractor
or not.
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Contractor makes no warranties, expressed, implied or statutory, including but not limited to, any
expressed or implied warranty of merchantability or fitness for a particular purpose, which are
hereby expressly disclaimed. In no event shall contractor be liable for any loss of or damage to
revenues, profits or goodwill or other special, indirect, incidental and consequential damages of
any kind resulting from alleged negligence, breach of warranty, strict liability or any other theory,
arising out of claim that its services were defective, inadequate, inaccurate, unreliable, unsafe, or
fails to conform with any Government Standard or Regulation.
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EXHIBIT B
REQUIRED CLAUSES
For purposes of these Required Clauses, "Contractor"means Airspace Safety Analysis Corporation.
Contractor shall be subject to the following provisions:
1. COMPLIANCE WITH PROCUREMENT CODE AND APPLICABLE STATE CON-
TRACTING LAW
A. The Contractor acknowledges that this Agreement is entered into subject to the
requirements of the "Pitkin County Procurement Code," (Section 8.5 of the Pitkin County Home
Rule Charter, Ordinance # 00-18, approved April 26, 2000). As such, the Contractor agrees to
comply with all requirements of said Procurement Code, and such requirements are incorporated
herein by this reference.
B. The Contractor shall immediately notify the County Manager in writing of any violation of
said Code or statutes by the County's employees or agents, which violation(s) is known or should
have been known by him, and failure to so notify the County of any violation(s) within five (5)
days of knowledge of such violations shall be considered a breach of this Agreement. Further,
such failure to notify the County of violation of the Procurement Code or statutes within five (5)
days of knowledge shall be deemed as a waiver of any action or defense that the Contractor may
have against the County by reason of such violation of the Procurement Code or statutes.
2• WARRANTIES AGAINST CONTINGENT FEES, GRATUITIES, KICKBACKS AND
CONFLICT OF INTEREST
A. Covenant Against Contingent Fees. The Contractor warrants that no person or selling
agency has been employed or retained to solicit or secure this Agreement upon an agreement or
understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide
employees or bona fide established commercial or selling agencies maintained by the Contractor
for the purpose of securing business.
B. Gratuities Prohibited. The Contractor agrees not to give any employee or former employee
of Pitkin County a gratuity or any offer of employment in connection with any decision, approval,
disapproval, recommendation, preparation of any part of a program requirement or a purchase
request, influencing the content of any specification or procurement standard, rendering of advice,
investigation, auditing, or in any other advisory capacity in any proceeding or application, request
for ruling, determination, claim or controversy, or other particular matter, pertaining to this
Agreement, or to any solicitation or proposal therefor.
C. Gratuity means a payment, loan, subscription, advance deposit of money, services, or
anything of more than nominal value, present or promised, unless consideration of substantially
equal or greater value is received.
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D. Kickbacks Prohibited. It shall be a breach of Agreement for any payment, gratuity, or offer
of employment to be made by or on behalf of a subcontractor under a contract to the prime
contractor or higher tier subcontractor or any person associated therewith, as an inducement for
the award of a subcontract or order. The Contractor is prohibited from inducing, by any means,
any person employed under this Agreement to give up any part of the compensation to which
he/she is otherwise entitled. The Contractor shall comply with all applicable local, state and
federal "anti-kickback" statutes or regulations.
E. Conflict of Interest Prohibited. No official, officer, employee or representative of the
County during the term of this Agreement or one (1) year thereafter shall have any 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 prescribed in this Agreement shall be made a condition of and conspicuously
set forth in every sub-contract and solicitation therefor.
G. Conspicuously 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 Agreement 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. EQUAL EMPLOYMENT OPPORTUNITY AND DISADVANTAGED/MINORITY/WOMEN
BUSINESS ENTERPRISES (DBE/MBEAWBE)
A. Pursuant to local, state and/or federal anti-discrimination and affirmative action programs,
contractor shall meet all applicable requirements with respect to employment and subcontracting
in connection with Disadvantages/Minority/Women individuals and enterprises
(DME/MBE/WBE).
B. In connection with the execution and administration of this Agreement, 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.
C. In connection with the performance of this Agreement, the 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
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to ensure that such business enterprises shall have the maximum practicable opportunity to
compete for employment and/or subcontract work, if any, under this Agreement.
D. 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 ascertain
compliance with the nondiscrimination/affirmative action provisions of any resultant contract.
E. 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 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 con-
tracts with the 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.
F. 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 Agreement until the Contractor complies,
and/or
(2) Cancellation,termination, or suspension of the Agreement, in whole or in part.
4. TERMINATION FOR DEFAULT OR FOR CONVENIENCE OF COUNTY
A. In addition to the right of cancellation referenced in Paragraph 7 of the Agreement, the
performance of work under the Agreement may be terminated by Pitkin County:
(1) Whenever the Contractor shall default in performance of this Agreement 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 shorter, but not less than three
(3) days, for failure to provide proof of insurance or maintenance of any dangerous
condition) after hand-delivery, facsimile or mailing to the Contractor of a notice specifying
the default as provided in Paragraph 11 of the Agreement.
The Contractor shall not be in default by reasons of any failure in performance of this
Agreement in accordance with its terms if such failure arises out of causes beyond the
control 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 failure to perform must be beyond the control and without 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
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(2) Whenever for any reason and in its sole discretion the County shall determine that such
termination is in its best interest and convenience.
B. Notice of Termination. In the event of termination, the County shall deliver to the
Contractor a written notice of termination, specifying the reasons therefore, and the effective date
of such termination. The effective date shall not be earlier than the date of hand-delivery,
facsimile or the date of mailing of the notice, as provided in Paragraph 11 of the Agreement.
C. Termination Procedure. After the effective date of the notice of cancellation, termination
for default or for the convenience of the County, unless otherwise directed by the County, the
Contractor shall:
(1) Stop work under the Agreement on the date specified in the notice of termination.
(2) Place no further orders for materials, services or facilities.
(3) Terminate all orders and subcontractors to the extent 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 accordance with this Agreement.
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 claim in the
form of a final invoice in accordance with the provisions in "Method of Payment," including costs
incurred to the date of termination, 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 Contractor, no extra costs incurred because of termination shall be paid to the
Contractor and any costs paid shall not be a waiver of 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 of termination, unless one or
more extensions are granted in writing by the County. Upon the Contractor's failure 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 amount as determined.
E. Termination Settlement. Subject to Paragraph 4.D., the Contractor and County may
negotiate the whole or any part of the amount or amounts to be paid, if any, upon cancellation,
termination for default or for the convenience of the County.
F. Remedies. The Contractor shall have the right of appeal from any determination made by
the County under " Termination for Default or for 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 such right of appeal. In any case where
the County has 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
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appeal or if no timely appeal has been taken, or (2) the amount finally determined on such appeal
if an appeal has been taken.
G. Method of Appeal. If the Contractor 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 or submits a
demand for arbitration if required by the Contract Documents.
5. INTEGRATION AND MODIFICATION
A. The Agreement constitutes the full and complete agreement of the parties and supersedes or
incorporates any prior written and oral agreements of the parties. In addition, the Contractor
understands that unless the contract is for goods or services of a value less than $50,000, no
County official or employee, other than the Board of County Commissioners acting as a body at a
Board meeting, has authority to enter into a contract or to modify the terms of the Agreement on
behalf of the County. Any such contract or modification to this Agreement must be in writing and
be executed by the parties hereto.
B. With respect to change orders under the Agreement, the County and the Contractor shall
process and approve/disapprove requests for change orders as otherwise provided in this
Agreement, subject to the requirements of the Procurement Code and the Finance Office.
6. RELEASE
A. The Contractor (including, by definition here and hereinafter, its officials, employees,
agents and representatives, subcontractors and suppliers), shall and hereby does release and hold
harmless the County of Pitkin and its officials, employees, agents and representatives from and
against liability for any bodily injury suffered by Contractor upon the County's premise while
performing under this Agreement.
7. INSURANCE
A. No later than ten (10) calendar days prior to commencement of work under the Agreement,
Contractor will provide to the County a certificate of insurance, renewable on an annual basis,
evidencing that Contractor is sufficiently insured at or above the limits indicated below. The
form of the insurance certificate will state the terms, limits, provisions and coverages under
which Contractor is insured. The contractor agrees to maintain this insurance for the term of its
contractual relationship with the County.
(1) Statutory Workers' Compensation: Colorado statutory minimums
(2)Commercial General Liability-ISO 1998 Form or equivalent
(With County named additional insured)
Each Occurrence Limit $1,000,000.00
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General Aggregate Limit $2,000,000.00
Products/Completed Operations Aggregate Limit $2,000,000.00
Comprehensive Form(All risks)to include(place X by applicable provisions):
_X_ Premises/Operations
Underground, Explosion& Collapse Hazard
_x_ Products/Completed Operations
_x_ Contractual Liability
_x_ Independent Contractors and Subcontractors
_X_ Broad Form Property Damage
_x_ Personal Injury
(3) Business Auto Coverage:
Combined Single Limit Liability(each accident) $1,000,000.00
Coverage to include(place X by applicable provisions):
_x_ Any Auto
All Owned Autos
_ Hired Autos
Non-Owned Autos
Garage Liability
(4)Special Coverages (check as appropriate and insert amount):
(1)Performance Bond
Labor and Material
_x_(2)Professional Errors and Omissions $1,000,000.00
_(3)Aircraft Liability
_(4) Owner's Protective
_(5)Builder's Risk amount of project
_(6)Boiler and Machinery
_(7)Loss of Use Insurance
_(8) Pollution Liability
(9) Crime, including Employee Dishonesty Coverage, or
Fidelity Bond
PROOF OF INSURANCE SHOULD BE SENT TO:
Pitkin County Airport
C/O Jim Elwood
0233 E. Airport Rd. Suite A
Aspen, CO 81611
Fax: 970-920-5378
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B. Failure to 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
County's Risk Department). (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 declarations page).
C. 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 Pitkin for payment of any premiums or for assessments under any
form of policy.
(3) Any and all deductibles in the above-described insurance policies 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."
8. RECORDS
The Contractor shall maintain comprehensive, complete and accurate books, records, and
documents concerning its performance relating to this Agreement for a period of three (3) years
after final payment under the Agreement 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 Agreement and
applicable law.
9. THIRD PARTIES
This Agreement does not and shall 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 accordance with the specific written permission, any rights to claim damages or to bring any
suit, action or other proceeding against either the County or Contractor because of any breach
hereof or because of any of the terms, covenants, agreements or conditions herein contained.
10. AGREEMENT MADE IN COLORADO
II-17
l�
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.
11. ATTORNEY'S FEES
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.
12. GOVERNMENTAL IMMUNITY
Contractor agrees and understands that Pitkin County is relying on and does not waive, by any
provision of this Agreement, the monetary limitations or terms (presently $150,000.00 per
person and $600,000 per occurrence) or any other rights, immunities, and protections provided
by the Colorado Governmental Immunity Act, 24-10-101, et. seq., C.R.S., as from time to time
amended, or otherwise available to Pitkin County or any of its officers, agents or employees.
Further, nothing in these Required Clause or the Agreement 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.
13. 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 Agreement 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 Agreement 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 Agreement 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 Agreement 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
Agreement 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 agreement restrict the future issuance of Pitkin County's
bonds or any obligations payable from any class or source of Pitkin County's money.
II-18 l
NOTICE OF AWARD
Date: July 2, 2002
TO: Airspace Safety Analysis Corporation(ASAC)
The County, having duly considered the Proposal submitted on May 22, 2002 for the work covered by
the Contract Document titled Agreement for Provision of Professional Services in the amount of
$28,500, and it appearing that the Price and other information in your Proposal Form is fair, equitable
and to the best interest of the County, the offer in your Proposal Form is hereby accepted.
In accordance with the terms of the Contract Documents, you are required to execute the in three copies
within ten(10) consecutive days from and including the date of this Notice of Award.
In addition you are required to furnish in the said time Certificates of Insurance evidencing compliance
with the requirement for insurance as stated in the Contract Documents to Jim Elwood, Aspen/Pitkin
County Airport, 0233 E. Airport Road, Suite A, Aspen, CO 81611, Fax #: 970-920-5378.
PITKIN COUNTY
By:
Jim Elwood
++++++++++++++++ACCEPTANCE OF NOTICE+++++++++++++++++
Receipt of a ve of Award is hereby acknowledged
B this_day of , 2002.
Title
II-19
NOTICE TO PROCEED
DATE: July
TO: Airspace Safety Analysis Corporation (ASAC)
FROM: Aspen/Pitkin County Airport
You are hereby authorized to proceed on ZS"T�y b Z or within ten(10) consecutive
calendar day thereafter, with the work covered by the Contract Documents titled: Agreement for
Provision of Professional Services for the sum of Twenty Eight Thousand Five Hundred Dollars and No
Cents($28,500.00).
By:
\Iim E wood
A r 1
n-20 Iq