HomeMy WebLinkAboutbocc.con.089.2016 7/201 kjm
�iTKIN Pitkin County
COUNTS Contract Cover Sheet
Please complete the Contract Cover Sheet when the contract is completed and signed by Contractor and Pitkin County
Project Manager.
Return all Contract Cover Sheets and Contracts/Change Orders/Amendments to Procurement
(procurement help@pitkincounty.com).Any contracts$50,000 and over will be routed for signatures to County Manager
and Attorney's Office(if required)by Procurement&Contracts Manager.
Contract Information
Contract Number 089.2016
Project Name Move—Organizational Consulting
Contractor Intentional Solutions
Budget Line Item 001.28.00000.82000
Additional Budget Line Item(s) Click here to enter text.
and special notes to Finance
Contract Start Date 1/19/2016
Contract End Date 4/19/2016
Automatic Renewal Yes ❑ No❑
If Construction: Retainage Click here to enter text.
If this is a new contractor,please request they complete and submit to Finance a W-9 Form.
Contact Information:
Department Facilities
Project Manager Smith Project Manager 5396
Phone
Provide a brief description of the contract:
Provide Facilities team with support in messaging and organization to streamline the process for the
upcoming building/department relocation in 2016.
Contract Value Summary:
Contract Amount $ 1,800.00
This Change order/Amendment amount(if applicable) $
New Contract Total $
Procurement Method:
None El Informal CI Formal ❑ Sole Source 0 Emergency❑ Contract Renewal 0
Contract Type:
Services/Maintenance ® Construction ❑ Goods,Equipment, Supplies ❑
Change Order/Amendment❑ Other,please explain 0 Click here to enter text.
NOTE: CLERKS OFFICE WILL KEEP ORIGINAL DOCUMENTS IN COMPLIANCE WITH COLORADO STATE
ARCHIVES RETAINAGE SCHEDULE.ALL ATTACHMENTS MUST BE WITH THIS CHECKLIST.
Contract#89.2016 Rev.8.31.11 jaa/js
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IN
41,-N
COUNTI
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CONTRACT FOR PROVISION OF SERVICES
ORGANIZATIONAL CONSULTING
THIS CONTRACT is made and entered by and between the Pitkin County Board of
County Commissioners ("County") and Intentional Solutions, 329 Cleveland Place, Carbondale,
CO 81623, (970) 366-2532 (hereinafter"Contractor").
1. Term. The term of this contract is from 1/19/2016 to 4/19/2016.
2. Contractor's Obligations. Contractor shall provide services relating to the following
areas that will assist the County Facilities Team on positive messaging and organization to
streamline the process for upcoming departmental relocation in the coming months. Intentional
Solutions focus is to assist the team with timing of messaging regarding the following:
1. Purging old, outdated and non-essential information/materials
2. Organizing intra and interdepartmental communication to streamline essential
information pre-move
3. Standardizing communication and clarity among departments to ensure efficiency and
effectiveness before, during and after the move possibly using Trello.
4. Standardizing systems to maximize efficiency, productivity and effectiveness.
These services will be provided over 20 hours total through site visits and other electronic
means. With these services we will establish an action plan that will roll out to the county over
specific time intervals.
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$1,800.00 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.
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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. 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. Lynsey Powell, Facilities Administrative Assistant, will manage the
project as the County's Representative. In the event that Lynsey Powell is not available, Jodi
Smith, Facilities Superintendent, 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 work 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.
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. 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
contract.
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.
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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, 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 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 Contractor to
conform to any statutes, ordinances, regulation, law or court decree. It is agreed that the Contractor
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, the Contractor agrees to waive all
rights of subrogation against the County its subsidiary, parent, associated and/or affiliated entities,
successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses
arising from the work performed by the Contractor for the County.
B. The Contractor 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.
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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 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 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 minimum 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 Work Comp
Waiver form.
Minimum Limits:
Coverage A(Workers' Compensation) Statutory
Coverage B (Employers Liability) $ 500,000
$ 500,000
$ 500,000
2. Commercial General Liability—ISO 1CG 0001 form or equivalent
(With County named 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
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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, 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 Contractor, 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) $ 1;000,000
4. Special Coverages (check as appropriate and insert amount):
❑(1)Performance Bond $
❑ Labor and Material $
❑ Payment Bond $
0(2)Professional Errors and Omissions
0(3)Aircraft Liability
❑(4)Owner's Protective
❑(5)Builder's Risk
❑(6)Boiler and Machinery
0(7)Loss of Use Insurance
❑(8)Pollution Liability
❑(9)Crime,including Employee Dishonesty Coverage,or Fidelity Bond
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, then ten (10) days prior notice
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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.
Simultaneously with the Certificates of Insurance, the Contractor 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 contractor'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 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 at least fifteen (15) 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.
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.
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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 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:
Jodi Smith Pitkin County Attorney's Office
485 Rio Grande Place, #101 530 E. Main Street, #302
Aspen, Colorado 81611 Aspen, Colorado 81611
Fax: (970) 920-5285 Fax: (970) 920-5198
B. To Contractor:
Intentional Solutions
329 Cleveland Place,
Carbondale, CO 81623
(970) 366-2532
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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 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.
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CONTRACTOR:
By:
7-32•A
van Zislis, Intentional Solutions
Title Founder& Principal 1/20/2016
Date
PITKIN COUNTY, COLORADO:
By: cLL: I2,e I
Jodi ith, Facilities Superintendent Date
9
inTenTionaL
SOLUTIONS
www . M y I n t e n t i o n a I S o l u t i o n s . c o m
CLIENT LIABILITY WAIVER
Intentional-Interiors, LLC (dba Intentional Solutions) is a hands-on private consulting firm strategically designed to help
households, businesses, students, and people in life transition to simplify, clarify and inspire practical steps to success.
Evan Zislis is the Founder and Principal Consultant.
I understand that Intentional Solutions is a hands-on service that invites Evan Zislis into my home or place of business
for the purposes of de-cluttering, simplifying, organizing, and/or manipulating my personal possessions/operational
systems/intellectual property/etc. with my supervision and with my explicit permission. I understand that this consulting
practice is not intended as therapy, counseling or any other form of clinical or therapeutic practice and do not regard it as
such. I further understand that Intentional Solutions on-site (or off-site)consultation services do not guarantee any
outcomes or promise specific results in the course of those services. I knowingly and voluntarily invite Evan Zislis and his
practice, Intentional Solutions, into my home or place of business (or any off-site location)to provide these services
without any and all liability whatsoever.
I understand that the inherent action of moving around my home, place of business (or other location) has the potential to
be dangerous to myself or others, especially when objects are being sorted, organized and/or moved from one location to
another within and around the space, and subsequently release Evan Zislis and Intentional Solutions of any and all
liability whatsoever. I further understand that if I experience a shift in my emotional, intellectual, spiritual, or other personal
mental state due to some practice, methodology, dialogue, or other form of communication before, during or after the
course of this work, I subsequently release Evan Zislis and Intentional Solutions of any and all liability whatsoever.
I understand that any and all items I explicitly deem "trash," "recyclable,"or"donate-able/give away"will be properly
disposed of and will no longer be available to me forever until the end of time. I further understand that any and all objects
that I have explicitly deemed as such cannot and will not be returned to me if I "change my mind" and request to have
them back, regardless of reason or duration of time that has past. I understand that these items once removed from my
home, place of business, or other location become the sole property of Evan Zislis and Intentional Solutions.
I understand that in the course of hands-on, on-site consulting services, it is conceivable that my personal property may
become damaged or misplaced and do not hold Evan Zislis and/or Intentional Solutions personally responsible for
broken, damaged or misplaced items that may or may not incur before, during or after services. I further understand that
Evan Zislis and Intentional Solutions takes excruciatingly cautious steps to protect my personal (& intellectual) property
from harm and works diligently to ensure my property is placed in a known location to me at all times. I release all liability
to Evan Zislis and Intentional Solutions for any and all damages or lost items in the course of services provided to me,
while either in my possession, or placed in Evan Zislis' and Intentional Solutions care for the purposes of moving from
one location to another(Example: Items in transit to and/or from a rented storage facility to a private residence.)
I hereby waive all liability for any damage, loss, personal, financial, emotional, spiritual, intellectual, psychological,
physical, or bodily injury to any property or person, or for any type of loss or injury caused by hiring Evan Zislis and
Intentional Solutions. This waiver shall apply to Evan Zislis, Intentional-Interiors, LLC (dba Intentional Solutions), and
all personnel, heirs, assigns and survivors.
Should any part of this waiver be invalid, the remainder of the waiver shall remain in full force and effect. By signing this
document, I agree not to hold Evan Zislis and/or Intentional Solutions liable for any reason whatsoever—ever.
Intentional Solutions may post publically testimonials I photos I may share. (Facebook, Website, Print, Etc.) ❑
I prefer to maintain my status as a client with Intentional Solutions as private and strictly confidential. ❑
PRINTED NAME: SIGNATURE: DATE SIGNED: