HomeMy WebLinkAboutbocc.con.190.2016 7 2015 kjm
�jTKIN Pitkin County
CouNT4 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 190.2016
Project Name Courthouse Testing Observation
Contractor CTL Thompson, Inc.
Budget Line Item 110.17.92817.92275
Additional Budget Line Item(s) Click here to enter text.
and special notes to Finance
Contract Start Date 6/16/2016
Contract End Date 6/10/2016
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 Jodi Smith Project Manager 920-5396
Phone
Provide a brief description of the contract:
Courthouse Stairs Testing Observation.
Contract Value Summary:
Contract Amount $780.00
This Change order/Amendment amount(if applicable)
New Contract Total
Procurement Method:
None ►5 Informally Formal 0 Sole Source 0 Emergency ❑ Contract Renewal ❑
Contract Type:
Services/Maintenance ® Construction ❑ Goods,Equipment, Supplies 0
Change Order/Amendment 0 Other, please explain ❑ Access Agreement
NOTE: CLERKS OFFICE WILL KEEP ORIGINAL DOCUMENTS IN COMPLIANCE WITH COLORADO STATE
ARCHIVES RETAINAGE SCHEDULE. ALL ATTACHMENTS MUST BE WITH THIS CHECKLIST.
Contract# 190.2016 Rev.8.31.11 jaa/js
Budget Line Item# 110.17.92817.92275 2/6/2012►m
1plc fKIN
COUNT
CONTRACT FOR PROVISION OF SERVICES
COURTHOUSE TESTING OBSERVATION
THIS CONTRACT is made and entered by and between the Pitkin County Board of
County Commissioners ("County")and CTL Thompson, Inc.,234 Center Drive,G1 ood
Springs,CO 81601 (hereinafter"Contractor"). J& I l'//60#
1. Term. The term of this contract is from 61-1#201-6 to . t the expiration of the
initial term, the contract may be extended for an additional term of four one-year terms by the
express written consent of both parties.
2. Contractor's Obligations. Contractor shall provide observations of Dynamic Cone
Penetrometer Testing to be performed by others at the Pitkin County Courthouse.
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$780.00 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 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. Jodi Smith, Facilities Superintendent, will manage the project as the
County's Representative. The services provided and products delivered by the Contractor under
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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.
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.
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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.
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.
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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
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
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• 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 $
n(2) Professional Errors and Omissions
0(3)Aircraft Liability
0(4) Owner's Protective
0(5)Builder's Risk
0(6) Boiler and Machinery,
0(7)Loss of Use Insurance
❑(8) Pollution Liability
[1(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.
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.
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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.
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
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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:
CTL Thompson, Inc.
234 Center Drive,
Glenwood Springs, CO 81601
(970) 945-2809
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-
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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.
CONT CTOR: CTL Thompson, Inc.
By: � (41Air P
Title �, v 5'o n Mut
DAte
PITKIN COUNTY, COLORADO:
BY: a
Jodi S � h, Facilities Superintendent Date
8
Proposal CTL I THOMPSON
April 20, 2016
Pitkin County
530 East Main Street
Aspen, CO 81611
Attention: Ms. Jodi Smith
Subject: Proposal for
Dynamic Cone Penetrometer Observation
Pitkin County Courthouse
Aspen, Colorado
Proposal No. GS 16-0141
CTL I Thompson, Inc. is pleased to submit this proposal for observations of Dynamic
Cone Penetrometer Testing to be performed by others at the Pitkin County Courthouse in
Aspen, Colorado.
We appreciate the opportunity to submit this proposal. If acceptable, please sign
one copy of the Service Agreement and return it for our files, or authorize us to proceed un-
der the terms of the Agreement. We look forward to working with you. If you have any
questions, please call.
Very Truly Yours
CTL I THOMPSON, INC.
Dan *owning
Laboratory/Field Manager
DD:cd
234 Center Drive I Glenwood Springs, Colorado 81601 I Phone: 970-945-2809 I Fax: 970-945-7411 I www.ctlt.com
Proposal ••••
ESTIMATED FEE
Senior Engineering Tech $85/hour x 4 hours $340
Report Review $50/report x 1 report $50
Estimated Daily Fee $390
2 days x $390 = $780
ESTIMATED TOTAL FEE $780
PITKIN COUNTY 2
CTL SERVICE AGREEMENT NO.GS 16-0141
6S 1PROPOSALS\GS•16.0141•pro1GS 16-0141-Pro docx
Service CTL I THOMPSON
Agreement
Parties This Agreement is made this 201h of April, 2016 between Pitkin County, 530 East Main Street,Aspen, ,CO 81611,
referred to herein as"Client"and CTL I Thompson, Inc.,234 Center Drive,Glenwood Springs,CO 81601, referred
to herein as"CTL."
Project By joining in the Agreement, Client retains CTL to provide consulting services in connection with Pitkin County
Courthouse, Aspen, Colorado, referred to herein as "Project.' Client's relationship to the Project is that of
"OWNER."
Scope Details of the scope of CTL's services are found in accordance with Proposal No. GS-16-0141, which is part of
this Agreement.
Fee CTL agrees to provide services covered by this Agreement on a Unit Rate basis in accordance with Proposal No.
GS-16-0141.
This quotation shall remain available provided that CTL receives Client's authorization to proceed within 30 days
of the date of this Agreement.
If Project requirements indicate that the scope of services covered by this Agreement should be revised,a contract
modification or written addendum to this Agreement shall be entered into to cover the revised scope and fee.
Invoices CTL may submit interim invoices to Client and will submit a final bill upon completion of services. Invoices will
show charges for different personnel and expense classifications or a lump sum fee or a percentage of completion,
where appropriate. A more detailed separation of charges and back-up data will be provided at Ciient's request.
Payment is due upon presentation of invoice and is past due thirty(30) days from invoice date. Client shall pay
a finance charge of one-and-one half percent(1 1/2 %) per month on past due accounts, plus attorney fees and
costs associated with collection.
Right-of-En- Client will provide for right-of-entry of CTL and necessary equipment in order to complete the work. While CTL
try will take reasonable precautions to minimize damage to the Project property, it is understood by Client that in the
normal course of work some damage may occur, the correction of which is not part of this Agreement
Utilities Client shall be responsible for designating the location of all private utility lines and subterranean structures within
the property lines of the Project. CTL will request responsible utilities to locate off-site lines and public on-site
lines when necessary for CTL work. Client agrees to hold CTL harmless for damage to utilities or subterranean
structures which are not correctly located by Client or the responsible utility.
Samples Construction materials samples collected and tested, if any, will be disposed after testing. Further storage or
transfer of samples can be made at Client's expense upon written request.
Ownership The reports,field data,field notes,laboratory test data,calculations,estimates,design plans,and other documents
of Docu- prepared by CTL, as instruments of service, shall remain property of CTL.
ments CTL shall retain pertinent records relating to the services performed for a period of five (5) years following com-
pletion of services hereunder, during which period the records will be made available to Client during regular
business hours.
PITKIN COUNTY Service Agreement Page 1 of 4
CTL I T PROPOSAL NO.GS 16-0141
S:IPROPOSALSIGS-16-0141-pro1GS 16-0141-Pro.docx
Service CTLITHOMPSON
Agreement
Job Site Client agrees that, in accordance with generally accepted construction practices, the construction contractor will
be required by Client to assume sole and complete responsibility for job site conditions during the course of con-
struction of the Project, including safety of persons and property and construction means, methods, techniques
and sequences. Client further agrees to defend, indemnify and hold CTL harmless from any and all liability, real
or alleged, in connection with the performance of work on this Project, excepting liability arising directly from the
sole negligence of CTL.
Standard of Services of CTL under this Agreement will be performed in a manner consistent with that level of care and skill
Care ordinarily exercised by members of the profession currently practicing under similar conditions. No warranty, ex-
press or implied, is made or given.
Client recognizes that subsurface conditions may vary from those encountered at the location where borings or
test pits, surveys, or explorations are made by CTL and that the data, interpretations and recommendations of
CTL are based solely on the information available to it. Client recognizes that the performance of soils depends
on variability beyond the control of CTL and therefore, CTL cannot and does not guarantee the performance of
the soils. CTL will be responsible for those data, interpretations and recommendations as indicated above, but
shall not be responsible for the interpretation or implementation by others of the information developed.
Limitations Any claim or cause of action between the parties to this Agreement including, but not limited to, claims for contri-
on Claims bution and indemnity, shall be deemed to have accrued and the applicable Colorado statutes of limitation and
repose shall commence to run no later than the date of substantial completion of the Project from which the claim
or cause of action arises. Substantial completion shall be deemed to occur no later than the date CTL issues its
final invoice for the Project.
In the event of a claim, Client agrees that as its sole and exclusive remedy, any claim, demand or suit shall be
brought against CTL as a corporation only,and not against any of CTL's individual employees,engineers,agents,
officers, directors or shareholders.
The services provided by CTL pursuant to this Agreement are solely for the benefit of Client. Neither CTL nor
Client intends to confer a benefit on any other person or entity. To the extent that any other person or entity
benefits by the services provided by CTL, such benefit is purely incidental and such person or entity shall not be
deemed a third party beneficiary of this Agreement.
Client and CTL waive claims against each other for consequential damages arising out of or relating to this Agree-
ment and the services provided hereunder. This mutual waiver includes, but is not limited to, claims for losses of
use, rent, income, profit, financing, business, and reputation,for delay damages of any sort, for lost management
and labor productivity and for lost opportunity to complete other projects. This waiver extends, without limitation,
to all consequential damages due to either party's termination under this Agreement.
PITKIN COUNTY Service Agreement Page 2 of 4
CTL I T PROPOSAL NO.GS 16-0141
S:IPROPOSALSIGS•16.0141•pro1GS 16.0141•Pro docx
Service CTL I THOMPSON
Agreement
Limitation Client agrees CTL's total aggregate liability to Client and others for all injuries, claims, losses, damages, and
expenses (including costs, expert fees, attorney fees, and interest) arising out of CTL's services for the Project
of Liability or this Agreement shall be limited to the greater of$25,000 or CTL's fee for the Project. This limitation shall ap-
ply regardless of the nature of the claim made or the theory of liability pursued, including but not limited to, negli-
gence, strict liability, breach of contract, breach of warranty,contribution,or indemnity. CTL will have no liability
to Client or others for damages resulting from the failure of Client or others to follow CTL's recommendations.
Insurance CTL represents that it and its employees and consultants retained by it are protected by worker's compensation
insurance and that CTL has such coverage under public liability, property damage, and professional liability insur-
ance policies as CTL deems to be adequate. Certificates for all such policies of insurance shall be provided to
Client upon written request. CTL shall in no event be responsible for any loss or damage beyond the amounts,
available limits, and conditions of such insurance.
Termination This Agreement may be terminated by either party upon seven (7)days written notice in the event of substantial
failure by the other party to perform in accordance with the terms hereof. Such termination shall not be effective
if that substantial failure has been remedied before expiration of the period specified in the written notice. In the
event of termination, CTL shall be paid for services performed to the termination notice date plus reasonable
termination expenses.
Hazardous Client represents that Client has made a reasonable effort to evaluate whether hazardous materials are on or near
Materials the Project site and has informed CTL of any information or findings relative to the possible presence of such
materials, Should unanticipated hazardous materials be discovered in the course of the performance of services
under the Agreement,such discovery shall constitute a changed condition mandating a renegotiation of the scope
of work or termination of services. Should the discovery of unanticipated hazardous materials require CTL to take
immediate measures to protect health and safety, Client agrees to compensate CTL for costs incidental to taking
such measures and for any equipment decontamination or replacement required. CTL agrees to notify Client
promptly when unanticipated hazardous materials or suspected hazardous materials are encountered. Client
agrees to make any disclosure required by law to appropriate government agencies. Furthermore, Client agrees
to defend, indemnify and hold CTL harmless from any and all liability arising from discovery by anyone of unan-
ticipated hazardous materials or suspected hazardous materials.
Humidity, Unless specifically included in this Agreement, services intended to control humidity, moisture vapor, and mold
Moisture are expressly excluded from the Agreement. Client recognizes that the growth of mold, some of which may be
Vapor & harmful to human health, can be caused or exacerbated by conditions which occur inside or outside habitable
Mold structures. If Client desires to obtain services intended to control humidity, moisture vapor and mold in crawl
spaces or below structurally supported floors, CTL can provide such services. Client may obtain such services
from any source Client deems appropriate. If such services are not expressly undertaken by CTL,however,Client
agrees to indemnify,defend and hold CTL harmless from any and all claims alleging that CTL caused,contributed
to, or failed to prevent injury and damage related to the occurrence or existence of humidity, moisture vapor or
mold.
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Service CTL I THOMPSON
Agreement
Work by In performing services under this Agreement, CTL shall be entitled to rely upon the accuracy and completeness
Others of recommendations made or design services provided by other consultants,and will have no liability for damages
resulting from errors and omissions in the same.
Applicable The law of the State of Colorado shall govern the validity of the Agreement,and its interpretation and performance
Law
Entire This Agreement shall be the entire Agreement and shall supersede any other agreement between Client and CTL
Agreement relating to the subject matter hereof. In case of conflict or inconsistency between this Agreement and any other
contract documents, this Agreement shall control. Notwithstanding any other provision in this Agreement, in the
event that CTL begins performance of the activities addressed by this Agreement,this Agreement shall be deemed
to be an enforceable agreement between the parties regardless of whether either party has signed this Agreement.
Authoriza- CTL Client
tion
By Dan Downing. By
Title Laboratory/Field Manager Title
Date April 20, 2016 Date
PITKIN COUNTY Service Agreement Page 4 of 4
CTL I T PROPOSAL NO.GS 16-0141
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