HomeMy WebLinkAboutbocc.con.187.2016 7/2015 kjm
prrKIN 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 187.2016
Project Name Emergency Management—Brush Chipping Servies Summer 2016
Contractor Elk Mountain Technologies
Budget Line Item 001.36.00000.82002
Additional Budget Line Item(s) Click here to enter text.
and special notes to Finance
Contract Start Date 5/4/2016
Contract End Date 7/31/2016
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 Emergency Management
Project Manager V. MacDonald Project Manager 5234
Phone
Provide a brief description of the contract:
Contractor shall assist Emergency Manager in the development of the County Wildfire Council pilot
chipper program.
Contract Value Summary:
Contract Amount $2,500.00
This Change order/Amendment amount(if applicable) $
New Contract Total $
Procurement Method:
None El Informal❑ Formal 0 Sole Source 0 Emergency 0 Contract Renewal 0
Contract Type:
Services/Maintenance ® Construction 0 Goods,Equipment, Supplies 0
Change Order/Amendment 0 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#:bocc.con.187.2016
Budget Line Item: 001.36.00000.82002
4)/Cr I TNc
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CONTRACT FOR PROVISION OF BRUSH CHIPPING SERVICES
THIS CONTRACT is made and entered by and between the Pitkin County Board of County
Commissioners ("County") and ELK MOUNTAIN TECHNOLOGIES LLC, 262•HAYSTACK
LANE SNOWMASS CO,81654 hereinafter"Contractor".
1. Term. The term of this contract is from May 4,2016 through July 31,2016.
•
2, Contractor's Obligations. Contractor shall assist in the development of the Pitkin County
Wildfire Council pilot chipper program under the direction of the County Emergency Manager.
The rates to be charged for Contractor's work: •
Administrative Hourly Rate $65.00 per hour
Travel 57 cents per mile
Travel on unpaved roads $1.00 per mile
Travel Time Actual,paid at Administrative rate
3. Compensation and Expenses, Invoicing, Payment and Offset. The County shall compensate
Contractor for its services in accordance with the Project Budget and Schedule referenced 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 two thousand five hundred dollars($2,500.00)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. Contractor shall have right to use materials
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produced in the course of this contract for marketing purposes and professionalpresentations,articles,
speeches and other business purposes.
5. Pitkin County's Obligations. Pitkin County shall administer this contract through a County
Representative. Valerie MacDonald, County Emergency Manager will manage the project as the
County's Representative. 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
standards 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.
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
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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 ail 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. 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.
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
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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 contractor's insurance shall be primary and
non-contributory with any insurance or self-insurance purchased by the County. 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.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. Location of Contractor's operations shall be all
operations and locations at which work for the referenced Project is being done.
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 sole proprietor waiver
form.
Minimum Limits:
Coverage A(Workers' Compensation) $ Statutory
Coverage B (Employers Liability) • $ 100,000
2. Commercial General Liability—ISO 1 CG 0001 form or equivalent
(With County named additional insured)
Minimum Limits:
General Aggregate $ 1,000,000
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Products/Completed Operations Aggregate $ 1,000,000
Each Occurrence Limit $ 1,000,000
Fire Damage(Any One Fire) $ 50,000
Medical Payments(Any One Person) $ 5,000
Coverage to include:
• Premises and Operations
• Personal/Advertising Injury
• Products/Completed Operations
• Liability assumed under an Insured Contract(including defense costs assumed
under contract)
• Independent Contractors
• 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 $
(2)Professional Errors and Omissions $1,000,000 limit
(3)Aircraft Liability
(4) Owner's Protective
(5)Builder's Risk
(6)Boiler and Machinery
(7)Loss of Use Insurance
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(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 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. 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.
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.
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
•
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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:
.To: Pitkin County with copies to:
• Valerie MacDonald Pitkin County Attorney's Office
485 Rio Grande Place 530 E.Main Street,#302
Aspen, Colorado 81611 Aspen, Colorado 81611
Phone: (970)920-5234 Fax: (970)920-5198
To: Contractor 1
Jeff Edelson
Elk Mountain Technology LLC
262 Haystack Lane
Snowmass,Colorado 81654 •
ieffreyedelson@gmail.com
(970)306-9009
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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.
A. Contractor shall not knowingly employ or contract with an illegal alien to perforin work
under the public contract for services.
B. Contractor shall not enter into a contract with a subcontractor that fails to certify to the
contractor that the subcontractor shall not knowingly employ or contract with an illegal alien
to perform work under the public contract for services.
C. Contractor has confirmed the employment eligibility of all employees who are newly
hired for employment to perform work under the public contract for services through
participation in either the E-Verify Program or the Department Program.
D. Contractor shall use either the E-Verify Program or the Department Program
procedures to undertake pre-employment screening of job applicants while the public
contract for services is being performed.
•
E. Should Contractor obtain actual knowledge that a subcontractor performing work under
the public contract for services knowingly employs or contracts with an illegal alien,
Contractor shall be required to:
1. Notify the subcontractor and the County within three days that the contractor has
actual knowledge that the subcontractor is employing or contracting with an illegal
alien;
2. Terminate the subcontract with the subcontractor if within three days of receiving
the required notice the subcontractor does not stop employing or contracting
with the illegal alien; except that the contractor shall not terminate the contract with
the subcontractor if the subcontractor provides information to establish that the
subcontractor has not knowingly employed or contracted with an illegal alien;
F. Contractor shall comply with any reasonable request by the department made in the
course of an investigation that the department is undertaking pursuant to C.R.S. 8-17.5-
102(5).
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IN WITNESS WHEREOF, the parties-have executed this contract as of the date first set out herein
above.
CONTRACTOR: Elk Mountain Technologies
By: ��.. 5/13/2016
Date
Title President
PITKIN COUNTY,COLORADO:
By: r(��(1J1«. 0 � lC< / • 5- — s— Ice,
Authorized Signer Date