HomeMy WebLinkAboutbocc.con.105.2017 J)I I "` Pitkin County
,."' `'f' Contract Cover Sheet
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Contract Information
Contract Number 1052017
Project Name Professional Services and Annual Software Support
Contractor Flagship Fleet Management LLC
Budget Line Item 505 52 00000.82480 $ _
Additional Budget Line __ $
Item(s) $
(Please fully allocate New $
Contract Total) 3
Contract Start Date 3/7/2017
Contract End Date 3/6/2018 _
Automatic Renewal Yes ® _ Non
If Construction: Retainage Yes $ or NoO
If this is a new contractor, please request they complete and submit to Finance a W-9 Form
Contact Information:
Department Fleet
Project Manager Jonah Frani. Project Manager (970)920-5393
Phone
Provide a brief description of the contract:
` Annual sotiw are support for software products already purchased by the Counts
Contract Value Summary:
Original Contract Amount S 15,000.00
Previous Change Order/Amendment Amount Of applicable) _ _ $0.00
This Change order/Amendment amount of applicable1 $ 0.00
New Contract Total _ _ $ 15,000.00
Procurement Method:
None U Informal El Formal C Sole Source N Ememgencs U Conuact Renewal U
Contract Type:
Services/Maintenance E Construction U Goods. Equipment, Supplies ❑
Change Order/Amendment ❑ Other, please explain U Click here in enter text
NOTE: CI FRKS OFFICF WILL KELP ORIGINAL DOCUNIENTS IN COMPLIANCE Wf111 COLORADO STATE
ARCHIVE'S RE I'AINAGF. SCI IEDULE ALL ATTACHMENTS MUST BE WITH TFIIS CHECKLIST.
Contract#105.2017 Revision.02/13/2017kjm
Budget Line Item#505.52.00000.82480
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PITKIN COUNTY CONTRACT FOR PROVISION OF SERVICES
PROFESSIONAL SERVICES AND ANNUAL SOFTWARE SUPPORT
THIS CONTRACT, made March 7, 2017 by and between the Board of County
Commissioners of Pitkin County, Colorado, 123 Emma Rd., Suite #106, Basalt, CO 81621,
(hereinafter called the "County") and Flagship Fleet Management, LLC, 8021 N. 911' Avenue,
Phoenix, AZ 85021 thereinafter called the `Contractor") to perform the following work:
Professional Services and Annual Software Support ("Project").
Term of Contract: The term of this contract is from March 7, 2017 to March 6, 2018.
At the expiration of the initial term, the contract may be extended for three (3)
additional terms of one(1)year by the express written consent of both parties.
Annual Support is to be paid in advance.
II. Contractor's Obligations. Contractor shall provide annual software support for listed
licensed software products purchased by County.
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' - - - - 'List Total Price
Description • - .Qty -Price:
Accident&Risk Management Module 250 $2.40 $600.00
Annual Support for Flagship Fleet Management 250 $13.00 $3,250.00
Annual Support for Motor Pool/Web Reservations 250 $1.80 $400.00
Annual Support for Quick Flx 250 $1 00 $250.00
Annual Support for Document 8 Photo
Management 250 $1.60 $400.00
Annual Support for Flagship Dashboard 250 $1.60 $400 00
Annual Support for PM Management 250 $1.60 $40000
Annual Support for Flagship Replacement Analysis 250 $1.60 $40000
Annual Support for Flagship Navigator 250 $1.60 $400.00
Annual Support for Flagship Navigator Additional 1 $10000 $100.00
User
Total $6,600.00
"NOTE"the additional $600 will not be charged this year and will also be prorated per
install date for next year.
Contractor shall provide the following professional services: Customization of the
Accident and Risk Management Module (not to exceed 20 hours), Fleet Management
Customization & Training to be used at discretion of the County (not to exceed 20
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Budget Line Item p 505.52.00000.82480
hours). Contractor to receive written approval of project definition from County prior
to commencing work.
111. Compensation and Expenses, Invoicing, Payment and Offset. The County shall
compensate Contractor for Annual Support $6,600 in advance of service, and for its
services in accordance with the Project Budget and Schedule set out in Section IL It is
expressly understood and agreed that in no event will the total compensation and
reimbursement to be paid hereunder exceed the sum of fifteen thousand dollars and
zero cents ($15,000.00) for all services rendered. By contract or amendment, the
County and Contractor may reallocate the budget among project tasks if the total budget
amount remains unchanged. Contractor shall invoice for the project monthly based on
hours worked, with payment expected within thirty (30) days of invoice.
IV. County's Exclusive Ownership of Work Product. Contractor assigns to County
a full use license of the"Accident and Risk Management Module" for 250 equipment
items. This full use license permits County one (1) production installation of the
software, one(1)copy of the software for back purposes, and one (1)copy to be used
on a test server. Contractor will retain all copyrights for the software per the Software
License Agreement dated February 3, 2016. Contractor will customize the "Accident
and Risk Management Module" per County written documents, County will retain
ownership of all outputs produced by licensed software and electronic county data
stored within the software. County will retain ownership of all documents and
provided guidelines to assist in the customization of the software. 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.
V. Pitkin County's Obligations. Pitkin County shall administer this contract through
a County Representative. Jonah Frank, Fleet Manager will manage the project as the
County's Representative. In the event that Jonah Frank is not available, an alternate
person will be identified and 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. County Representative has ten (10)
days to review products and services delivered after emailed invoice.
VI. Termination Prior to Expiration of Contract Term. The County has the right to
tenninate 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.
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Budget Line Item It 505.52.00000.82480
Notwithstanding the above, Contractor shall not be relieved of liability to the County
for damages sustained by the County by virtue of any bleach of the contract by the
Contractor.
VII. 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.
13. 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,RCA and other income
taxes.
VIII. 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.
IX. 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.
X. Integration and Modification.
A. This contract represents the entire and integrated Professional Services and Annual
Software Support 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 of
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.
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Budget Line Item#505.52.00000 82480
XI. 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.
XII. 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 policies shall
include, or be endorsed to include, the following provision: On insurance policies
where the County is named as an additional insured, the County shall be an additional
insured to the fill limits of liability purchased by the Contractor even if those limits of
liability are in excess of those required by 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
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Budget tine Item a 50552.00000.82480
reason of its failure to obtain or maintain insurance in sufficient amounts, duration,or
types. Commercial General Liability Completed Operations coverage must be kept in
effect for up to three(3) years after completion of the project.
A. Coverage and Limits of Insurance. Contractor shall provide coverage with limits
of liability requirements provided that the coverage is written on a"following form"
basis.
I) Statutory Workers' Compensation: Colorado statutory minimums
a. Policy shall contain a waiver of subrogation against the County. i
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) $ 500.000
$ 500,000
$ 500,000
2) Commercial General Liability ISO ICG 0001 form or equivalent.
(With County named as an additional insured)
Minimum Limits:
General Aggregate $ 2,000,000
Products/Completed Operations Aggregate $ 2,000,000
Each Occurrence Limit $ 1,000,000
Personal/Advertising Injury $ 1,000,000
Fire Damage(Any One Fire) $ 50,000
Medical Payments(Any One Person) $ 5,000
Coverage to include:
• Premises and Operations
• Explosions,Collapse and Underground Hazards
• Personal/Advertising Injury
• Products/Completed Operations
• Liability assumed under an Insured Contract(including defense costs assumed under
contract)
• Independent Contractors
• Designated Construction Project(s) General Aggregate Limit, ISO CO 2503 (1997
Edition or equivalent)
• Additional Insured-Owners, Lessees or Contractors Endorsement,ISO Form 2010
(2004 Edition or equivalent)
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Contract#105 2017 flevislm'02/13/2017k/m
Budget Line Item 11505.52.00000.82480
• 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: Statutory
Coverage Bodily/Property Damage(Each Accident) $ 1,000,000
4) Special Coverages (cheek as appropriate and insert amomn)•
a. ❑Performance Bond $
b. 0 Professional Errors and Omissions
c. ❑ Aircraft Liability
d. ❑ Owner's Protective
e. 0 Builder's Risk
r ❑ Boiler and Machinery
g. ❑ Loss of Use Insurance
It ❑ Pollution Liability
i. ❑ Crime, including Employee Dishonesty Coverage, or Fidelity
Bond
B. Proof of Insurance:
I) 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 (I0) days prior notice may be given. Such notice shall
be emailed directly to Procurement Belpu2oitkincountv.con1, 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 Project Lead 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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Contract#105.2017 Revision'02/13/2017kJm
Budget Line Item W 505 52.00000.82480
2) In addition,these Certificates of Insurance shall contain the following
clauses:
a. The contractor's Insurance shall be pnmaty 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 prim 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.
XIII. exemptions and Preferences. All purchases of construction or building or a y 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.
XIV. 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.
XV. 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.
XVI. Attorney's Fees. In the event that legal action is necessary to enforce any of the
provisions of this contract, the substantially prevailing party shall be entitled to its costs
and reasonable attorney's fees.
XVII. 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
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Contract P 105.2017 Revisrom 02/13/2017kim
Budget tine Item I!505.52.00000 82480
any other rights, immunities, and protections provided by the Colorado Governmental
Immunity Act,24-10-101,el 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.
XVIII. 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.
XIX. Notice. Any notice required or permitted under this Agreement shall be in writing
and shall be hand-delivered, emailed with confirmation, or sent by registered or
certified regular mail,postage pre-paid to the addresses of the parties as follows. Each
party by notice sent under this paragraph may change the address to which future
notices should be sent. Electronic delivery of notices shall also be deemed sufficient
and considered delivered upon receipt of confirmation of delivery on the part of the
sender.
To Pitkin County: with copies to:
Jonah Frank Pitkin County Attorney's Office
76 Service Center Road 123 Emma Rd., Suite#204
Aspen, CO 81611 Basalt, Colorado 81621
Email: .Jonah Prank@PitkinCounty.com Email: Attorney@pitkincounty.com
To Contractor:
Flagship Fleet Management, LLC
8021 N. 9th Avenue
Phoenix, AZ 85021
Phone: (949)388-0795
Email:jsteinmetz@flagshipfleet.com
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Contract 1t 105.2017 Revision:02/13/2027k)m
Budget Line Item p 505.52.00000.82480
XX, Public Contracts for Services and Public Contracts with Natural Persons. In
conformance with the provisions of C.R.S. §§ 8-17.5-101, et seq., as amended and
C.R.S. §§ 24-76.5-101, et seq , as amended:
A. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq.C.R.S.
(Not applicable to agreements relating to Ude 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 established under Pub. L. 104-208 or the State
verification program established pursuant to §8-17.5-102(5)(c), C.R.S., 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 (i) shall not use E-Verify Program or
State program procedures to undertake pit-employment screening of job applicants
while this Contract is being performed, (ii) shall notify the Subcontractor and the
contracting State agency within 3 days if Contractor has actual knowledge that a
Subcontractor is employing or contracting with an illegal alien for work ander this
Contract, (iii) shall terminate the subcontract if a Subcontractor does not stop
employing or contracting with the illegal alien within 3 days of receiving the notice,
and (iv) shall comply with reasonable requests made in the course of an investigation,
undertaken pursuant to §8-17,5-102(5), C.R.S., by the Colorado Department of Labor
and Employment. If Contractor participates in the State 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 State program. If Contractor fails to comply with any requirement
of this provision or §§8-t7.5-101 et seq., C.R.S., 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.
B. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-I 01,et seq„
C.R.S.
Contractor,if a natural person 18 years of age or older,hereby swears and affirms under
penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the
United States pursuant to federal law, (ii) shall comply with the provisions of§§24-
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Contract#105.2017 Revision.02/13/20114m
Budget line Item#505.52.00000.82480
76.5-101 et seq., C.R.S., and (iii) has produced one form of identification required by
§24-76.5-103. C.R.S. prior to the Effective Date of this Contract.
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Contract 0105.2017 Revklon:02p1/20114m
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IN WITNESS WHEREOF,the parties have executed this Contract as of the date first set out herein
above.
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Printed Name Title
PITKIN COUNTY, COLORADO
RECOMMENDED FOR APPROVAL: [/ /
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I ON-. IDARD/ADDITIONAL LAGUA E ADDED:
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Richaft I 'ey III Dat
Assist.nt Pitkin County Attorney
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