Loading...
HomeMy WebLinkAboutbocc.con.139.2017 1" ' 'ti'" Pitkin County Ill I)`1 Contract Cover Sheet • Please complete the Contract Cover Sheet when the contract is completed and signed by ContractorNendor and Pitkin County Project Lead Return all Contract C0Ner Sheets and Contracts/Change Orders/Amendments to Procurement (procurement helprei pitkincount) corn) Any contracts$50,000 and over will be routed for signatures to County Manager and Attorney's Office(if required)b} Procurement& Contracts Manager. Contract Information Contract Number 139.2017 Project Name Airport Guest Services Contractor ACRA Budget Line Item 404.20.00000.82123 $ Additional Budget Line _ $ Item(s) $ (Please fully allocate New $ Contract Total) $ Contract Start Date 1/1/2017 Contract End Date 12/31/2017 Automatic Renewal Yes l: No If Construction: Retainage Yes $ or No If this is a new contractor, please request they complete and submit to Finance a W-9 Form. Contact Information: Department Airport Project Manager Mike Yaft Project Manager (970)429-2850 Phone Provide a brief description of the contract: Guest Services for 2017 at the Airport Contract Value Summary: Original Contract Amount __ _ S 287,626.92 Previous Change Order/Amendment Amount orapphcehle) _ $0.00 This Change order/Amendment amount(if applicable) $0.00 New Contract Total S 287,626.92 Procurement Method: None ❑ Informal❑ Formal ❑ Sole Source © Emergency ❑ Contract Renewal ❑ Contract Type: Services/Maintenance Z Construction ❑ Goods, Equipment, Supplies ❑ Change Order/Amendment ❑ Other, please explain O Click here to enter text NOTE: CLERKS OFFICE WILL KEEP ORIGINAL DOCUMENTS IN COMPLIANCE WI I H COLORADO STATE ARCI(IVES RETAINAGE SCHEDULE.ALL ATTACHMENTS MUST BF WITH THIS CHECKLIST. Contract k: 139 2017 Revision 02/13/2017Iim Budget Line Item 14404 20 00000 82123 /(�ITKlN y COUNT• ' ( PITKIN COUNTY CONTRACT FOR PROVISION OF SERVICES AIRPORT GUEST SERVICES THIS CONTRACT, made March 16, 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 Aspen Chamber Resort Association, 425 Rio Grande Place, Aspen, CO 81611 (hereinafter called the "Contractor") to perform the following work: Apsen/Pitkin County Airport Guest Services ("Project"). Term of Contract. The term of this contract is from January I, 2017 to December 31, 2017. At the expiration of the initial term, the contract may be extended for four (4) additional terms of one (I)year by the express written consent of both parties. II. Contractor's Obligations. Contractor shall provide Airport Guest Services per the following: A. Staff the Aspen/Pitkin County Airport("Airport") Guest Services program/location in accordance with the following general minimum schedule I) High Season Daily Schedule: Actual dates and number of staff based on flight schedule. Typical daily schedule would requite a staff of five (5), opening at 8:00 AM and closing after the last flight has arrived and passengers have been assisted, no later than 11:30 PM. 2) Low Season Daily Schedule: Actual dates and number of staff based on flight schedule. Typical daily schedule would require a staff of two(2)to three (3), opening 9:00 AM or earlier depending on flight schedule and closing after last flight has arrived and passengers arc assisted, closing no later than 11:30 PM B. Be solely responsible for the management and compensation of Contractor employees required under this Contract. C'. Provide training to all of Contractor's employees required under this Contract Training topics and curriculum will be determined mutually by Contractor and the County Representative D. As requested by the Airport, provide customer service training to airport, tenant, and concessionaire employees. E. Ensure that Contractor's employees, required under this contract, arc appropriately and consistently attired to greet the traveling public in a manner mutually determined by Contractor and the County Representative F. Provide assistance to the traveling public in the form of(hut not limited to) flight and ground transportation information, lodging and food service information, 1 Contract 4. 139.2017 Revision 0213,'2017km Budget Line Item it 404 20 00000 82123 baggage service information, lost articles and persons assistance, ski industry assistance, and any other miscellaneous information pertaining to the community as requested. G Be proactive and alert for travelers in distress and be prepared to assist in any reasonable way necessary. Contractor's employees are to be out from behind the Guest Services counter as much as possible, actively seeking out customers in need, welcoming other customers, and interfacing with tenants and users to ensure a high quality experience l-L Assist in monitoring unauthorized ground transportation activities (soliciting, unauthorized operators, etc.) in the terminal building, and reporting any such activities to Airport staff. I Ensure that articles turned into Guest Services as lost are recorded and promptly turned over to the County Representative. J. Agree that Contractor will remove any personnel working at Guest Services upon the request by the County Representative K. Provide the County Representative with a budget statement for the Guest Services program to the Airport at least twice yearly. L. Ensure that Contractor's personnel comply with all pertinent local, state and Federal rules and regulations. M. Ensure that Contractor's employees adhere to Contractor's standard operating procedures and referral policies regarding amenities and services. Every effort will be made to make such referrals in a manner fair to the service providers N. Not allow the display of advertising material in the Guest Services booth that will conflict with the existing advertising services in the terminal, at the County Representative's sole discretion. 0. Contractor's employees will perform light housekeeping responsibilities in the Temunal Building of the Airport, including but not limited, to picking up discarded newspapers, coffee cups, etc and straightening passenger waiting areas and seats. P. Contractor agrees that compensation set out in Section III includes the SI 000 fee [hr the Aspen Airport banner on Contractors website Q. Contractor agrees to pay the County for die right to occupy the describe Terminal areas and facilities for the term of this Contract as described in Exhibit A 1) For 2017, the fee is sixty-eight dollars and ninety-two cents ($68.92) per square foot, or seven hundred eighty-one dollars and nine cents ($7X1.09)per month, paid in advance on the first day of each month and each succeeding month Mr the Contract term. 2) This fee may be increased by the County at the same time the annual terminal rent is adjusted, upon thirty (30) days' notice to the Contractor. Contractor shall stay informed of rates and fees through notices from County regarding rates and fees and by contacting the Airport Administration Office. 2 Contract IX: 139 2017 Rems,on 02 13/2OJJAm Budget Line Item tJ 404 20 00000 82123 HI. Agreement Use of Airport Premises The County hereby grants to Contractor the right and privilege to occupy space at the airport terminal described above at all times when reasonably necessary to carry out all duties described in the scope of services, known as Exhibit B, together with the necessary right of public-access ingress thereto and egress therefrom, for the sole purpose of leasing space and staffing Airport Guest Service Program. The booth shall he kept and maintained,whether staffed or unstaffed, in a clean, orderly and business-like condition. A Contractor shall provide all personnel, supervision, equipment and supplies necessary to operate its business B. Contractor further agrees to use the area herein-above described for the said purposes stated only,unless otherwise specifically authorized in advance in writing by the Director of Aviation, or his/her designee. C. Finishing of the interior of the shell booth and appropriate signage shall be performed by Contractor also at its expense and the design thereof and graphics placed thereon shall have the prior written approval of the Director of Aviation. All work done by Contractor shall be completed promptly, in a workmanlike manner, and in compliance with the fiist-class design and finish standards of the Airport. D. The Contractor, subject to the further provisions herein, shall he entitled to remove all items incorporated in the interior finishing and signage of the shell booth so long as the removal is completed without damage to the booth structure or any such damage is properly and promptly repaired. IV. 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 Section II It is expressly understood and agreed that in no event will the total compensation and reimbursement to he paid hereunder exceed the sum of two hundred eighty-seven thousand six hundred twenty-six dollars and ninety-two cents ($287,626.92) 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. Any payment by the County may be offset by any amount the Contractor owes the County for any reason. V. County's Exclusive Ownership of Work Product. Drawings, specifcati ons, 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 3 Contract a 139 2017 Rews,on 02/13;'2O17Aim Budget Line Item a 404.20.00000 82123 materials produced in the course of this contract for marketing purposes and professional presentations, articles, speeches and other business purposes VI Patents and Trademarks. Contractor represents that he/she is the owner of or fully authorized to use any and all services, processes, machines, articles, marks Signs, names or slogans to be used by it in its operations under or in anywise connected with this Contract. Contractor agrees to save and hold the County, its officers, employees, agents and representatives, free and harmless of and from any loss, liability, expense, suit or claim for damages in connection with any actual or alleged or actual unfair competition or other similar claim arising out of the operations of Contractor under or in anywise connected with this Contract. VII. Removal of Equipment. All equipment and property placed by Contractor at its expense in,on or about the licensed area, including all trade fixtures temporarily affixed to the realty but which may be removed without damage thereto, shall remain the property of Contractor, and Contractor shall have the right at any time during the term hereof,when not in default hereunder,to remove all such equipment, property and trade fixtures; provided, however, that such removal shall be accomplished without damage to the Terminal or upon prompt repair of such damage by Contractor. All property placed by Contractor at its expense in,on or about the premises and affixed to the realty so that same cannot he removed without damage, shall become the property of the County and shall not be removed by Contractor at any time, except that the County reserves the right to require Contractor to remove the same and restore the premises to the same condition as existed at the commencement of the term hereof, ordinary wear and tear, fire and other casualty excepted. VIII Pitkin County's Obligations Pitkin County shall administer this contract through a County Representative. Mike Yaft, Director of Security will manage the project as the County's Repiesentative. In the event that Mike Yaft is not available,Chun Padilla, MIIn40 the Cminty Repveaentam�eu donee I he aer<ueee prnutded end prnduetu deliverer' h the h, rr.,.rnr rimier tl1L ,nntraer Al 6e cuhjcct to review 6> t6c C'ounty'5 Representatives, or a desieinw, for compliance with Contractor's obi b.mons ptiof to final payment. The County reserves the tight to du Let, in lb reasonable discretion, Contractor's operations in the event that Contractor's operations are unreasonably interfering with the use by others of the Airport: e g.. to restrict the use of"public" areas of the Air- Carrier Terminal and public-access curbs, sidewalks and roadways in favor of the traveling public. County reserves the right to establish and enforce reasonable rules and regulations for the conduct of activities and uses permitted herein. County reserves the right to further plan, develop, improve, remodel and/or reconfigure the Airport, including existing vehicle and pedestrian traffic patterns, as County deems appropriate, without interference or hindrance by the Contractor, and County shall have no liability hcrcundcl to Contractor by reason of any interruption to 9 Contract#: 139.2017 ecvmon 02/13120171vm Budget Line Item N 404.20.00000.82123 Contractor's operations on the Premises occasioned by such County activities; provided, however, that County shall consult in advance with Contractor on such changes and if Contractor shall be unable to conduct reasonably normal seasonal business operations on the Premises by reason of any such County activities, then the fees hereunder shall be equitably adjusted during the period of such interruption. County reserves the right to prohibit any commercial or non-commercial activity by Contractor, its agents and employees on the Airport,which activity is not expressly permitted herein. County reserves the right to establish and enforce reasonable rules and regulations for the conduct of activities and uses permitted herein. County reserves the right to further plan, develop, improve, remodel and/or reconfigure the Airport, including the Premises and existing vehicle and pedestrian traffic patterns, as County deems appropriate without interference or hindrance by the Contractor, and County shall have no liability hereunder to Contractor by reason of any interruption to Contractor's operations on the Premises occasioned by such County activities; provided, however, that County shall consult in advance with Contractor on such changes. Additionally,possibility of terminal and airfield closures due to construction, security or bad weather might occur. Good faith efforts will be attempted by County to minimize the effects on the operations A. Utilities The County, at its expense and in its reasonable discretion, will furnish normal illumination, standard wounded electrical outlets, etc. IX. 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 he 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. X. Standards and Procedures for Declarations of Default(s). The standards and procedures for declarations of Default(s) under this Contract and termination of Contractor's possessory rights under this Contract and/or of the Contract itself shall he as follows: A. Incidents of Default by Contractor. The following acts or omissions by Contractor are agreed to be Incidents of Default: 1) Failure to make full and timely payments of rent, additional rent or other fees or charges due and payable hereunder; or 2) The creation, maintenance, failure to correct or sufferance of a 5 Contract N: 139.2017 Re1¢IOn 02/13 2017/cm Budget Line Item#404 20 00030 82123 dangerous or hazardous condition on or emanating from the Premises, or 3) Failure to obtain, maintain in full force and effect and/or provide proof of all required types, fomes and amounts of insurance; or 4) Failure to provide and maintain current and required performance and payment surety and proof thereof; or 5) Making an assignment, conveyance or transfer of its rights and obligations hereunder without the consent of County;or 6) Making or becoming subject to a voluntary or involuntary petition for receivership or bankruptcy, declaration of insolvency or assignment for the benefit of creditors;or 7) Failure to comply with any other obligation under this Agreement and Use Agreement B Notice of Default. Upon the occurrence of an Incident of Default by Contractor hereunder, County shall issue a written Notice of Default to Contractor(and its surety. If applicable), which Notice shall specify the Incident(s)of Default asserted and a curets) therefor acceptable to County. C. Contractor's Right to Cure. Contractor shall have the right to cure an Incident of Default, unless Contractor has abandoned the Premises, in which case Contractor shall he deemed to have waived any right to cure. As a condition precedent to this right to cure, Contractor must provide Notice, promptly after the effectne date of the Notice of Default, to County of Contractor's intention to cure and whether it agrees with the County' proposed cure or has a counterproposal. The time periods for cure, after the effective date of any Notice of Default, shall he: 11 Within awe, 111 nes,. clays If the dcfmdt is maintenance of hazardous condhnon o' f41 lure to maintain andry rel insurance covcragc(of or _l Within ten(10) calendar days if the default is failure to make full and timely payments hereunder; or 3) Within twenty (20) calendar days if the default is in the performance of any other obligation or conditions to be performed under the provision of this Agreement. 41 111 in the discretion of County, a cure acceptable to County is promptly undertaken and diligently prosecuted by Contractor and the curt required cannot reasonably be completed within the foregoing time periods, County may, upon timely request and proof of such mitisati ns cu cumstances by Contractor, extend 6 Contract to 139 2017 Revision 02a3i20171om Budget Line Item#404 20 00000.82123 the period to cure by a reasonable time. In the event of multiple Incidents of Default, the cure periods above shall be concurrent, not consecutive. D. County's Right to Cure. If Contractor should fail to cure any default hereunder within the time herein permitted, or if a dangerous or emergency situation exists at any time, County, without being under any obligation to do so and without thereby waiving such default, may make such payment and/or remedy such other default for the account of Contractor(and enter the Premises for such purpose), and thereupon Contractor shall be obligated, and hereby agrees, to pay as Additional Rent, all reasonable costs, expenses and disbursements (including reasonable attorneys' fees) incurred by County in taking such remedial action. Such action taken by County may include commencing, appearing in, defending, or otherwise participating in any action or proceedings, and paying,purchasing, contesting, or compromising any claim, right, encumbrance, charge or lien with respect to the Premises. E County's Rights upon an Uncured Default. If the Premises have been abandoned by Contractor or if an Incident(s) of Default noticed as provided herein remains uncured after the cure period specified or extended, County, at its option and in its sole discretion, may thereafter either terminate Contractor's possessory rights under this Agreement or terminate the Agreement itself and all of Contractor's rights hereunder or both in sequence, by Notice to Contractor. F. Termination of Contractor's Possessory Rights If County gives Notice of Termination of Contractor's Possessory Rights, the following substantive and procedural elements shall apply: I) County shall re-take possession. Contractor shall immediately and peacefully surrender the Premises to the County and, if Contractor fails to do so, C ounty, without prejudice to any other remedy which County may have for possession, damages, or arrearages in rental, may enter upon and take possession of the Premises through legal process or, if no individual person is then actually on or about the Premises and breach of the peach can be avoided, without use of legal process. Thereafter County may possess, hold and use the Premises and may alter all locks and other security devices thereon. Unless County so elects as provided, no such termination of Contractor's possessory rights shall cause a termination of this Agreement or otherwise relieve Contractor's liability and obligations under this Agreement, and such liability and obligations shall survive any such termination of possessory rights. 2) In the event of any such termination of Contractor's possessory rights, Contractor shall continue to pay to the County all monthly payments of all Base Rent and any Additional Rent required to be paid by Contractor to County during 7 Contract#: 139 2017 Revision 02/13.201 Thm Budget Line Item#404 20 00000.82123 the remainder of the Term until the date of expiration of the Term, adjusted as follows: a. Plus all such amounts accrued prior to repossession; b. Plus expenses of County arising floor repossession: c. Minus amounts received by County through re-letting In no event shall Contractor be entitled to any excess of any rental obtained by re-letting over and above the rental herein reserved Actions to collect amounts due by Contractor to County as provided in this Section may be brought from time to time, on one or more occasions, without the necessity of County's waiting until the expiration of the Term. d County may sublet or re-let. At any time after such re-taking of possession by County, County may sublet or re-let the Premises or any part thereof, in the name of the Contractor or othenvise for such term (which may be greater or less than the balance of the term of this Agreement) and on such conditions as the County, in County's absolute discretion, may determine, and may collect and receive the rents therefor. e In the event that County shall have taken possession of the Premises pursuant to the authority herein granted, then County shall have the nght to keep in place and use all of the trade fixtures, agreement hold improvements, furnishings and equipment of the Premises, including that which is owned by or agreement to Contractor, at all times prior to any foreclosure thereon by County or repossession thereof by a County thereof or third party having a lien thereon. f. County also shall have the nght to remove from the Premises (without the necessity of obtaining a writ, warrant, bond or other legal process)all or any portion of auch tradc tixturca, agreement hold improvements, furnishings, eUlllpmfnl And (Oa morn IuciICII (hCl Cllll and par ]illllh In 5lofdgC ill airy pr'&Sii$gfl WM1131 ENA 1 auflty IN own HID PI01111 dl Hid Inh9(Lil, 91111 In well cent, Contractor shall lie liahle to Lonnie for rcasonahle costs incurred by County in connection with such removal and storage and shall indenurif) and hold County harmless from all loss, dumagc, cost, clpcnw an liability in connection with such removal and storage. g. County also shall have the right to relinquish possession of all or any portion of such property to any person ("Claimant") claiming to be entitled to possession thereof who present to County a copy of any instruments represented to County by Claimant to have been executed by Contractor(or any predecessor of Contractor) granting Claimant the right under various circumstances to take possession of such property, without the necessity on the part of County to inquire into the authenticity of said instrument's copy of Contractor's or Contractor's predecessor's signature thereon and without the 8 Contract 4: 139.2017 Rews,on 02/13201Iym Budget Line Item 4 404.20.00000.82123 necessity of County's making any nature of investigation or inquiry as to the validity of the factual or legal basis upon which Claimant purports to act; and Contractor agrees to release County from any liability and to indemnify and hold County harmless from all cost, expense, loss, damage and liability incident to Contractor's relinquishment of possession of all or any portion of such furniture, fixtures, equipment or other property to Claimant h The rights of County herein stated shall be in addition to any and all other rights which are created elsewhere in this Agreement or which County has or may hereafter have at law or in equity; and Contractor stipulates and agrees that the rights herein granted County are commercially reasonable (1. Termination of the Agreement If County gives Notice of Termination of the Agreement, the following substantive and procedural elements shall apply: l) County may elect to terminate this Agreement by Notice of Termination of the Agreement to Contractor either: immediately after an uncured default; or at any time following the termination of Contractor's possessory rights. 2) Upon such Agreement termination (or in the event a court shall otherwise construe this Agreement as terminated following Contractor's loss of its possessory rights hereunder), County shall have and exercise all rights of ownership of the Premises, and Contractor shall pay to the County in one lump sum the sum of all Base Rent and Additional Rental and other indebtedness to County accrued to date of such termination, plus, as and for liquidated damages for Contractor's default, an amount equal to the present value of the total Base Rent that would have become due during the remainder of the Term but for termination of this Agreement, less any amounts actually received or due to County as a result of re- letting and the amount of rental loss for the same period that Contractor proves could have been avoided through the exercise of such mitigation efforts as are legally required of County. If such sum is not paid to County on the termination date said sum shall bear interest at the Default Rate until paid For purposes of this section, "present value" shall be computed by discounting the amount in question to present worth at a discount rate equal to one percentage point above the discount rate then in effect at any commercial bank then with an office in Pitkin County. H Not a Surrender. Exercise by County of any one or more remedies herein granted or otherwise available shall not be deemed to he an acceptance of surrender of the Premises by County, whether by agreement or by operation of law, it being understood that such surrender can be effected only by the written agreement of Contractor and County.No alteration of locks or other security devices and no removal or other exercise of dominion by County over the property of Contractor, or others at the Premises shall be deemed unauthorized or constitute a conversion or an Agreement termination. Contractor hereby consents, after any Event of Default, to the aforesaid exercise of dominion over 9 Contract# 139 2017 F[mvon 02/13201 Zkjm Budget Line Item#404 20 00000 82123 Contractor's property within the Premises. All claims for damages by reason of such re-entry and/ot repossession and/or alteration of locks or other security devices are hereby waived, as are all claims for damages by reason of any distress warrant, forcible detainer proceedings, sequestration proceedings or other legal process. I. Property Left on Premises. Any property of Contractor, or of anyone claiming under, by, or through Contractor, w hich is left on the Premises more than fifteen days after expiration of the Term or termination of possessory rights shall be conclusively deemed abandoned, and County may keep, use, remove, store, sell, destroy, discard, or otherwise deal with it in County's absolute discretion without liability of any sort to Contractor or anyone claiming under, by, or through Contractor. J. Costs of Default. In case of any Event of Default, Contractor shall also be liable for and shall pay to County, in addition to any sum provided to be paid above, all costs, expenses and fees associated with providing Notice of the Default and enforcing County's rights hereunder including, without limitation, the following. the reasonable costs or removing and storing or otherwise disposing of Contractor's or other occupant's property; the reasonable costs of cleaning, repairing, altering, remodeling or otherwise putting the Premises into condition acceptable to a new Contractor or Contractors; advertising costs; all reasonable expenses incurred by County in enforcing or defending County's rights and/or remedies, including reasonable attorneys' fees, and a sum equal to S75 for each hour that any employee or agent of County, spends in connection with obtaining the right to re-let, rendenng suitable for re-letting. and attempting to re-let the Premises or any part thereof. K. County's Duty to Re-let In the event of termination of possessory rights or repossession of the Premises for an Event of Default, County shall not have any Treater obligation to re-let or attempt to re-let the Premises, or any portion thereof, or to collect rental on the Premises alter re-letting than is required by applioahle law with respect to mitigation of damages; and in the event of re- letting, County may re-Ict the whole or any portion of The Premises for any period, to any Contractor, and for any use and purpose L. Default by County, Contractor's Remedies. In the event of any default by Contractor. Contractor's exclusive remedy shall be an action for damages, but prior to any such action Contractor will give Contractor written notice specifying such default with particularity, and Contractor shall thereupon have 20 days (or such longer period as may be necessary m the circumstances) in which to cure any such default. Unless and until Contractor fails so to cure any default under such notice, Contractor shall not have any remedy or cause of action by reason thereof All obligations of Contractor hereunder will be construed as covenants. not conditions; and all such obligations will he binding upon Contractor only during the period of its ownership of the Building and not thereafter. 10 Contract P 139 2017 aev:sor, 02,'13.107kim Budget Line Item f!404 20 00000 82123 M. Remedies Not Exclusive. The aggrieved party shall have such other and further legal and equitable rights and remedies as may be provided by law, including damages. XI. 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 teem 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 XII. Assignability. Contractor covenants and agrees not to assign, sublet, encumber, pledge or transfer any of its rights in this Agreement, in whole or in part, nor grant any license or concession hereunder, without first obtaining the written consent of the County. A transfer of more than thirty percent (30%) of the issued and outstanding capital stock of the Contractor(or other ownership interest in the Contractor), whether by a single transaction or in the aggregate, shall be construed to be a transfer or assignment requiring the consent hereunder. XIII. Severability. In the event that any provision of this contract shall he held to be invalid or unenforceable, the remaining provisions of this contract shall remain valid and binding upon the parties hereto. XIV. Integration and Modification. A. 'I his 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. 11 Contract# 139 2017 Rev,uon 02'13/2017Ajm Budget Line Item#404 20.00000.82123 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 arc mutually agreed upon between the County and the Contractor, shall be in writing and upon execution shall become part of this contract. XV. 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 Contractor 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 piimary 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. XVI Inenran e l 'AntMMP}Ar and euhenntraetnre shall nrnoure and maintain until all of their ohngadons ha 'c teen c isei,arged. in„inding, : y warranty periods under iliie /1„ntrnrt sac b ti iied, Insurance nhai rat..iaimb fin injury to person,or ciansaLw to property which may arise Irons or in connection with the petfotinancc of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors The insurance requu ements 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 he an additional insured to the full 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 wai rants that the minimum limits contained herein arc suflicient 12 Contract#. 139.2017 Revmon 02/13/20lZym Budget Line Item n404.20 00000.82123 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 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 for " 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) $ 500,000 $ 500,000 $ 500,000 2) Commercial General Liability—ISO ICG 0001 form or equivalent. (With County named as an additional in cured) 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) S 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) 13 Contract#: 139 2017 R vismn 0,113001ZHm Budget Line Item#404 20 00000.82123 • Independent Contractors • Designated Construction Project(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 CO 2037 (2004 Edition or equivalent) • The policy shall he 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, of 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 amountl' a. E Performance Bond $ h U Professional Errors and Omissions c. U Aircraft Liability d. U Owner's Protective e U Builder's Risk f U Boiler and Machinery g. U Loss of Use Insurance Ii. o Pollution Liability I ❑ Crime, includinn Fmplovee Dishonesty Coveragr. or f ldrllty bond B. Proof of Insurance 1 I Each insurance policy requited 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 entailed directly to Procurement Helpui pitkincounty.com. If the insurance carrier will not provide the required notice, the C onsultanfContractor 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. 14 Contract# 139 2017 aevi,mn 0243,/2017Amm Budget Line Item#404 20 00000 82123 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. 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 he 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. C. Acceptability of Insurers. Insurance is to be placed with insurers duly licensed or authorized to do business in the state of Colorado and with an "A.M. Best" rating of not less than A-VII.The County in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency. D. Approval. Any modification or variation from the insurance requirements in this Contract shall he made by Risk Management of the County Attorney's Office,whose decision shall be final. Such action will not require a formal contract amendment,but may be made by administrative action. XVII 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. XVIII. 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 die purpose of determining, by accepted accounting and auditing standards, compliance with all provisions of the contract and applicable law. 15 Contract it- 139 2017 aevwon 02A3'20i7kim Budget Line Item#404 20 00000 82123 XIX 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. XX. Compliance with all Laws and Regulations Contractor agrees not to use or permit the licensed and used areas to he used for any purpose prohibited by the laws of the United States or the State of Colorado or the Code or Regulations of the County of Pitkin, and it further agrees that it will use the areas herein described in accordance with all general rules and regulations adopted by the County for the government and operation of the Airport, either promulgated by the County on its own initiative or by or in compliance with regulations or actions of any federal agency authorized to regulate flights to and from said Airport. Contractor further agrees to submit any relevant report or reports or information regarding its operations that the Director of Aviation may request. Contractor agrees to abide by and conform to the then-current Airport Security Plan. The Contractor further agrees to promptly pay any tines assessed by the Transportation Secuntv Agency (7 SA),49 CFR Part 1542, as a result of a security violation by Contractor. its officers. XXI. 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 XXII 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 contrdct shall he construed or interpreted to require or provide for indemnification of the Contractor by the County for any injury to any perenn or any property damage .hats achlch Ic caused by d,e neglaence or caber n,Isconcluct .,f the County or Its agent or employees. XXIII. 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 16 Contract# 139.2017 Revision 02;13/2017ksm Budget Line Item#404 20 00000.82123 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. XXIV. Conflict of Interest The parties aver that to their knowledge,no County employee has any personal or beneficial interest in this Contract. XXV Notice. Any notice required or permitted under this Agreement shall be in writing and shall be hand-delivered 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 addiess 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: Mike )(aft Pitkin County Attorney's Office 233 E Airport Rd 123 Emma Rd., Suite #204 Aspen, CO 81611 Basalt, Colorado 81621 Email: Mike.Yati AspenAirport.com Email: Attomey(d!pitkincounty.cotm To Contractor: Aspen Chamber Resort Association 425 Rio Grande Place Aspen, CO 81611 Phone: (970) 925-1940 Email. info(roaspenchamber.com XXVI Illegal Acts. The parties hereto aver that they are familiar with the Pitkin County Procurement Code, C R S. 18-8-301 et seq., (Bribery and Corrupt Influences) and C.R.S 18-8-401 et seq., (Abuse of Public Office), and that no violation of such provision is present. XXVII. Agreement Subordinate to Agreements with United States This Agreement is subject and subordinate to the terms, reservations, restrictions, and conditions of any existing or future agreement between the County and the United States, relative to the operation or maintenance of the Airport, the execution of which has hcen or may he required as a condition precedent to the expenditure of federal Binds for the development of the Airport XXVIII. No Discrimination. Contractor, for its self its successors and assigns, as a part of the consideration hereof, does hereby covenant and agree that in the event facilities arc constructed, maintained, or otherwise operated on the property covered hereby for a 17 Contract# 139 2017 Revision 02,13 20Ieksm Budget Line Item#404.20 00000 82123 purpose for which a Department of Transportation program or activity is extended or for another purpose involving the provision of a similar service or benefit, the Contractor shall maintain and operate such facilities and senses in compliance with all other requirements imposed pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally-assisted program so the Department of Transportation Effectuation of Title VI of the Civil Rights Act of 1964, and as said regulation may be amended. In addition, the Contractor agrees to comply with the letter and spint of the Colorado Antidiscrimination Act of 1957, C R S. 24-34-401 et seq , as amended. That in the event of breach of any of the above nondiscrimination covenants, which breach shall not be immediately cured,the County shall have the right to terminate the Contract and to reenter and repossess the license area, covered hereby and the facilities therein and thereon, and hold the same as if said Contract had never been made or issued. The right of termination contained in this paragraph shall he in addition to those contained in elsewhere herein and may he exercised separately therefrom without written notice. This Contract is subject to the requirements of the U.S Department of Transportation's regulations, 49 CFR, Part 26, subpart G. The Contractor agrees that it will not discriminate against any business owner because of the owner's race, color, national origin, or sex in connection with the award or performance of any concession agreement, management contract, or subcontract, purchase or agreement, or other agreement covered by 49 CFR Part 26, subpart G. Contractor agrees to include the above statements in any subsequent concession agreement or contract covered by 49 CFR Part 26, subpart G, that it enters and cause those businesses to similarly include the statements in further agreements. XXIX Public Contracts for Services and Public Contracts with Natural Persons In conformance \clth the prove tons of CMS, g5 5-17.5-101, et avq., ao amended and (' R l t ?4-7(t 1_1(1]. 0/ PP0 . al ilmtintlel A. PURTIC CONTRACTS FOR srRVICTS. HR-17_c-101, et seq. C.R.S. [Not applicable to agreements relating to the offer, iaaaauer, or sale of securities, investment advisory .cervices 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 arc 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 §S-17 5-102(5)(0, 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 1S Contract 74 139.2017 Revision 02:13.'2017Alm Budget Line Item k 404.20 00000 82123 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 pre-employment screening of job applicants while this Contract is being performed, (ii) shalt 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 under 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(51, 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 §§8-17.5-101 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. §§24-76.5-101, 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 Ii) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (u) shall comply with the proNisions of§§24- 76.5-101 et seq , C.R.S., and hu) has produced one form of identification required by §24-76 5-103, C R S prior to the Effective Date of this Contract. 19 Contract t1:139.2017 aevlslon:02/13/2012kJ73 Budget Line Item#404.20.00000.82123 IN WITNESS WHEREOF,the pat ties have executed this Contract as of the date first set out herein above. ASPEN CHAMP,, RESORT ASSOCIATION &1 � ALA s-3 - Sign Fire Date 11 7kahM J _ Plz,6471 Printed Name Title PITIQN COUNTY,COLORADO COMMENDED FOR APPROVAL: Z °/Z Yaft Date MANAGER APPROVAL: S-/l=c• 2)� Jon Peaco minty Manager Date D CD w -0 D m L) Z r• Z 4S. •— 4S.F4 I k T _ /Ott 1 ■moi iti rD �.� �� O• A —. I— 0 O � 1iL : 1 Ina 1 1 €6 11/ a X — � y � IISCO II -1 1 / - a l) p a D m T cr m p � I O D AO -am m rm yn m ZD D `m m m m m CD CD N Exhibit B Scope of Work Contractor's shall provide the following services, including during irregular operations,which will likely occur during non-business hours. 1. Staff the Aspen/Pitkin County Airport Guest Services program/location in accordance with the following general minimum schedule. High Season Daily Schedule: Actual dates and number of staff based on flight schedule. Typical daily schedule would require a staff of 5, opening Sam and closing after last flight has arrived and passengers have been assisted, no later than 11:30pm. Low Season Daily Schedule: Actual dates and number of staff based on flight schedule. Typical daily schedule would require a staff of 2 to 3,opening 9am or earlier depending on flight schedule and closing after last flight has arrived and passengers are assisted,closing no later than 11:30pm. 2. Be solely responsible for the management and compensation of ACRA employees required under this contract. 3. Provide training to all of ACR A' s employees required under this contract. Training topics and curriculum will be determined mutually by ACM and the Airport's Representative. 4. As requested by the Airport, provide customer service training to airport, tenant, and concessionaire employees. 5. Ensure that ACRA's employees, required under this contract, are appropriately and consistently attired to greet the traveling public in a manner mutually determined by ACRA and the Airport's Representative. 6. Provide assistance to the traveling public in the form of(but not limited to)flight and ground transportation information, lodging and food service information, baggage service information, lost articles and persons assistance, ski industry assistance, and any other miscellaneous information pertaining to the community as requested. 7. Be proactive and alert for travelers in distress and be prepared to assist in any reasonable way necessary. ACRA's employees are to be out from behind the Guest Services counter as much as possible, actively seeking out customers in need, welcoming other customers, and interfacing with tenants and users to ensure a high quality experience. 8. Assist in monitoring unauthorized ground transportation activities (soliciting, unauthorized operators, etc.) in the terminal building, and reporting any such activities to Airport staff. 9. Ensure that articles turned into Guest Services as lost are recorded and promptly turned over to the Airport's Representative. 10 Agree that ACRA will remove any personnel working at Guest Services upon the request by the Airport's Representative. 11. Provide the Airport's Representative with a budget statement for the Guest Services program to the Airport at least twice yearly. 12. Ensure that ACRA's personnel comply with all pertinent local, state and Federal rules and regulations. 13. Ensure that ACRA's employees adhere to ACRA's standard operating procedures and referral policies regarding amenities and services. Every effort will be made to make such referrals in a manner fair to the service providers. 14. Not allow the display of advertising material in the Guest Services booth that wilt conflict with the existing advertising services in the terminal, at the Airport Representative's sole discretion. 15. ACRA's employees will perform light housekeeping responsibilities in the Terminal Building of the Airport, including but not limited, to picking up discarded newspapers, coffee cups, etc. and straightening passenger waiting areas and seats. 16. Ensure that articles turned into Guest Services as lost, including lost unchecked baggage, are recorded and promptly turned over to the County's Representative. 17. Become part of the airport's irregular operation/emergency response plans during activation. ACRA's employees will be trained and complete FEMA's ICS 100, 200 and 700. Airport staff will provide all necessary emergency management training. 16. ACRA agrees that the "Payment Schedule" of$297,000, includes the $1,000 fee for the Aspen Airport banner on ACRA's Website. 2017 PAYMENT SCHEDULE JANUARY $36,000.00 FEBRUARY $26,000.00 MARCH $26,000.00 APRIL $23,000.00 MAY $16,000.00 JUNE $26,000.00 JULY $26,000.00 AUGUST $26,000.00 SEPTEMBER $36,000.00 OCTOBER $16,000.00 NOVEMBER $16,000.00 DECEMBER $24,000.00 TOTAL $297,000.00