HomeMy WebLinkAboutbocc.con.055.20192017-11-13 btf
Contract Information
Contract Number
Project Name
Contractor
Budget Line Item 003.77.92753.86642
Procurement Method:
Type:
Contract Start Date
Contract End Date
Contract Type
Retainage
If this is a new contractor, please request they complete and submit to Finance a New Vendor Request Form.
Contact Information:
Department
County Representative Jeff Krueger County Representative
Phone (970) 429-6114
Provide a brief description of the contract:
Contract Value Summary:
$ 70,000.00
$ -
$ -
$ 70,000.00
055.2019
Pitkin County
Procurement Cover Sheet
Please complete the Contract Cover Sheet when the contract/task order is complete and fully executed.
Return all Contract Cover Sheets and Contracts/Change Orders/Amendments/Task Orders to Procurement
No
Systems Testing and Optimization
Nokia of America Corporation
$-
Additional Budget Line
Item(s)
(Please fully allocate New Contract Total)
$-
$-
$-
$-
Sole Source
Services/Maintenance
2/1/2019
5/31/2019
New Contract
NOTE: Clerks Office will keep original documents in compliance with Colorado State Archives retainage
Translator/Radio
Systems testing and optimization
Original Contract Amount
Previous Change Order/Amendment Amount
This Change order/Amendment amount
New Contract Total
Rev 2018-10-10 btf
Note: Every effort should be made to obtain a written contract when otherwise required under County
procedures. When a contract is obtained, complete the Clerk’s check list and send the original signed contract
with coversheet to clerk’s office for archiving.
1
PITKIN COUNTY
SOLE SOURCE PROCUREMENT
JUSTIFICATION REQUEST
TO: Jon Peacock, County Manager
DATE: February 15, 2019
FROM: Jeff Krueger, Communication Sites Manager
Proposed Contractor: Nokia of America Corp
Product/Service: Microwave Services
Estimate expenditure for the above Product/Service: $ 70,000.00
This form is required, and is to aid you, in documenting your Sole Source request. Complete all portions of
this form. This purchase is clearly and legitimately limited to a Single or Sole Source. (Examples: original
manufacturer, no regional distributor, standardization etc):
Explain:
Nokia is a communications company that specializes in high-capacity microwave backhaul equipment and
services. After evaluating multiple vendors, Pitkin County selected Nokia in 2016 for the public safety
microwave network as part of the Digital Trunked Radio System (DTRS) upgrade. The network included
eight (8) new microwave hops and includes capacity for the TV/FM Translator system and the Pitkin
County Broadband Initiative (PCBI).
Pitkin County plans to expand the public safety network with six (6) new microwave hops in 2019. This
will provide wireless backhaul to the Frying Pan River Valley and the Town of Snowmass Village. In
addition, PCBI has partnered with Garfield County to share tower resources and will add three (3) new
microwave hops in the lower Roaring Fork Valley.
The County requires frequency coordination and analysis services in anticipation of the new microwave
hops. In addition, the County requires optimization and test of our existing microwave hops to avoid
interference issues. Nokia understands the County requirements and is very knowledgeable with the
existing microwave backhaul network. Nokia has unique qualifications and specialized capabilities that
are not prevalent in the industry and is the only company with the expertise to perform this task.
Rev 2018-10-10 btf
Note: Every effort should be made to obtain a written contract when otherwise required under County
procedures. When a contract is obtained, complete the Clerk’s check list and send the original signed contract
with coversheet to clerk’s office for archiving.
2
The undersigned requests that Pitkin County waive other procurement requirements and recognize this
transaction as a sole source exception to the Pitkin County Procurement Code.
Department Head Section Head
!#COUNTY REPRESENTATIVE#! Date !#SECTION LEADER#! Date
County Manager
Reason for Denial:
______________________________________________
!#COUNTY MANAGER SOLE#! Date
Jeff Krueger
Communications Manager
Feb-27-2019
Phylis Mattice
Assistant County Manager
Feb-27-2019
Mar-04-2019
Jon Peacock
County Manager
Contract # 055.2019
Budget Line Item # 003.77.92753.86642
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1
PITKIN COUNTY CONTRACT FOR PROVISION OF SERVICES
THIS CONTRACT, made February 26, 2019 by and between the Board of County Commissioners
of Pitkin County, Colorado, 530 E. Main St., Suite #302, Aspen, CO 81611, (hereinafter called the
“County”) and Nokia of America Corporation, 601 Data Drive, Plano, TX 75075 (hereinafter
called the “Contractor”) to perform the following work: Systems Testing and Optimization
(“Project”).
I. Term of Contract: The term of this Contract is from February 1, 2019 to May 31, 2019.
II. Contractor’s Obligations. Contractor shall perform systems testing and optimization of
existing microwave links and frequency coordination for nine (9) new microwave hops
in support of Public Safety and the Pitkin County Broadband Initiative.
III. 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 II. It is expressly understood and agreed that in no event
will the total compensation and reimbursement to be paid hereunder exceed the sum of
Seventy-Thousand dollars and Zero cents ($70,000.00) 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. Contractor will issue invoices as follows: (a) for Products, upon
shipment; (b) for non-recurring Services, including engineering and installation
Services, as such Services are incurred; and (c) for recurring Services, including
maintenance and management Services, upon commencement of such Services. Except
as may be expressly provided in an applicable Addendum or Quotation, all amounts
due for recurring Services are payable in advance.
IV. Delivery, Title, and Risk of Loss:
A. Delivery is FCA Contractor's designated dock (Incoterms® 2010). Contractor shall
pack each Product for shipment according to Contractor’s commercial standards,
except as the Parties may otherwise agree in writing.
B. Title to Equipment, and risk of loss and damage to any Product, pass to County upon
full payment. Contractor and its licensors retain title to all Licensed Materials,
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Contractor Confidential Information, and other data delivered to County and all copies
of same.
1) The term “Product” refers to Equipment, Software and/or Documentation,
and the term “Licensed Materials” refers to Software and/or
Documentation.
V. Acceptance and Verification Testing
A. Products are deemed accepted upon shipment to County, unless Contractor is obligated
to install the Products by the terms of an applicable Addendum or Quotation.
B. When Contractor is required by the terms of any Addendum or Quotation to install a
Product, Contractor will perform its standard verification tests after the installation
Service for that Product is complete, and upon successful completion, Contractor shall
advise County that the installation has been verified. Upon the earlier of County’s
commercial or beneficial use of a Product or receipt of such advice (a) the Product will
be deemed accepted by County and (b) any failure by Contractor to perform the related
installation Services will be deemed waived by County. If County’s actions cause a
delay in Contractor’s installation for more than 15 days (in aggregate) following
delivery, County’s acceptance will be deemed to occur on the 16th day after the
delivery date.
C. Acceptance of Services is deemed to occur as Services are completed.
VI. Grant of License
A. County shall use all Licensed Materials in accordance with this Section IV. Upon
delivery of any Licensed Material and subject to County’s payment of the applicable
fees for such Licensed Material and compliance with the other terms and conditions of
this Agreement, Contractor grants to County, and County accepts, a personal,
nonexclusive, nontransferable license to use the portions of the Licensed Material for
which activation has been authorized by Contractor, solely on or with the single unit or
arrangement of Equipment for which the Licensed Material was delivered, for County’s
internal use in the United States.
B. County acknowledges and agrees that: (a) Contractor may have encoded within the
Software optional functionality, features and/or capacity, which may be accessed only
through the purchase of the applicable license extension from Contractor at an
additional Price (no licenses are granted to such functionality, features and/or capacity
unless County purchases the applicable license extension); and (b) County may need to
obtain a new or additional application key from Contractor to use such Software.
C. This Agreement applies to all updates, upgrades, maintenance releases, revisions and
enhancements for the Licensed Materials which Contractor may supply to County from
time to time.
D. County may copy Licensed Materials as reasonably necessary for backup and archival
purposes if the copies contain all of the Contractor proprietary notices contained in the
original Licensed Materials. All copies of all Licensed Materials (including partial
copies) are Contractor Confidential Information. All rights, title and interest in and to
the Licensed Materials, including all intellectual property rights, remain vested in
Contract # 055.2019
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Contractor, its suppliers and licensors, and County is granted only a limited license to
use the Licensed Materials in conjunction with the Equipment, as set out in this Section
VI.
E. County shall not directly or indirectly: (a) modify, copy, transmit, alter, merge,
decompile, disassemble, reverse engineer or adapt any Licensed Material or portion
thereof; (b) encumber, time-share, rent or lease the rights granted herein; (c)
manufacture, adapt, create derivative works of, localize, port or otherwise modify any
Licensed Material or portion thereof; (d) disclose or otherwise make available any
Licensed Material or portion thereof to any third party; (e) enable any Software
functionality, feature or capacity which Contractor licenses as a separate product,
without Contractor’s prior written consent; (f) take any action that may result in the
Software becoming subjected to the terms of a license that requires it to be (i) disclosed
or distributed in source code form, (ii) licensed for the purpose of making derivative
works, or (iii) redistributable at no charge; or (g) use any Licensed Material or portion
thereof except in accordance with this Section VI.
F. Upon reasonable prior written notice, Contractor may inspect and audit County’s
compliance with this Section VI during normal business hours. County shall cooperate
with the audit and shall grant assistance and access to applicable records, materials,
personnel, Equipment, and any other information or products which may reasonably
enable Contractor to determine whether the use, copying and disclosure of the Licensed
Materials comply with this Agreement. In addition, County shall provide remote access
to its systems to enable Contractor to electronically audit County’s compliance with
this Section VI. If an audit reveals that County possesses or at any time possessed
unlicensed copies of any Licensed Materials, or used any Licensed Materials beyond
the licensed functionality, features or capacity restrictions or beyond the terms stated
herein, then County shall pay Contractor the applicable license fees (plus interest) and
the costs incurred in the audit immediately upon request.
G. Certain Software may be delivered with its own specific license (“Additional License”).
In such a case, the terms of the Additional License will be delivered to County, such as
in a separate license.txt file or as part of a tear-open document, and will govern use of
the Software by County to the extent Contractor does not have a right to supersede them
in this Agreement. Contractor’s licensors are third party beneficiaries of this
Agreement with respect to their Licensed Materials.
H. If County’s license or Additional License is cancelled or terminated, or when County
no longer uses the Licensed Materials, County shall return or destroy the Licensed
Materials and all copies and certify to Contractor that it has done so.
VII. Limited Warranty
A. Contractor warrants to County that for the warranty period defined in this Section VII
(B): (a) Equipment and Software media manufactured by Contractor (including those
manufactured for Contractor by a contract manufacturer and based on Contractor’s
procurement specification) and purchased hereunder will, under normal use and
service, be free from defects in material and workmanship; (b) Equipment
manufactured by Contractor or Software owned by Contractor and purchased or
Contract # 055.2019
Budget Line Item # 003.77.92753.86642
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licensed hereunder will materially conform to Contractor’s specifications in effect on
the date of shipment; and (c) Services purchased hereunder will be performed in
accordance with Contractor’s written standards, or in the absence of such standards, in
a professional and workmanlike manner. However, Contractor makes no warranty that
any Software will operate uninterrupted or error free. For Products or partial assembly
of Products furnished by Contractor where the Equipment and Software media was not
manufactured by Contractor and/or the Software is not owned by Contractor,
Contractor hereby assigns, to the extent permitted, the warranties given to Contractor
by its suppliers or licensors of such items.
B. The warranty period for Contractor Equipment is 12 months and for the Software is 90
days, and begins on the shipment date, unless Contractor performs installation Services
for the Equipment or Software, in which case the warranty period begins on the date of
Product acceptance as determined under Section V. The warranty period for Services
is 30 days beginning on the date of completion.
VIII. Pitkin County’s Obligations. Pitkin County shall administer this Contract through a
County Representative. Jeff Krueger, Communications Manager will manage the
project as the County’s Representative. In the event that Jeff Krueger is not available,
an authorized designee 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.
IX. Termination.
A. 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.
B. Contractor Termination Rights. Upon the occurrence of any one or more of the following
events and upon notice to County, Contractor will have the right, in its sole discretion and
without prejudice to any other rights or remedies which it may have under this Agreement,
to immediately terminate this Agreement in its entirety and to suspend performance
hereunder (including suspension of performance of all outstanding Orders), without any
further obligation or liability to County except with respect to Products already shipped
and Services already performed: (a) County files, or consents to the filing against it of,
any petition for relief, reorganization or liquidation under any bankruptcy or insolvency
law of any jurisdiction, or has any such petition filed against it that is not dismissed within
30 days thereafter or makes a general assignment for the benefit of its creditors, or consents
Contract # 055.2019
Budget Line Item # 003.77.92753.86642
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to the appointment of a custodian, receiver, trustee or other officer with similar powers
over a substantial portion of its assets, or has any proceeding seeking such an appointment
filed against it that is not dismissed within 30 days thereafter; (b) County becomes
controlled by, in control of, or under common control with, any competitor of Contractor;
(c) County breaches its obligation to, or otherwise fails, to make payment of any amount
when due to Contractor, regardless of (i) whether such amount results from an invoice, fee
or charge due under this Agreement or (ii) whether a portion of the invoice is subject to a
Dispute Notice, and such breach or default continues for a period of 10 days after County’s
receipt of notice thereof; (d) County is in breach of any of its material obligations under
this Agreement and such breach continues for 30 days after County's receipt of notice
thereof; (e) County breaches any term or condition of any Software license or its
obligations under “Use of Confidential Information” above and that breach continues for
10 days after receiving notice thereof; or (f) County or any of its affiliates breaches any of
the terms of any other agreement, as such breach is defined in such agreement, between
County or any of its subsidiaries or affiliates and Contractor or any of its subsidiaries or
affiliates. Each of the events described in subparagraphs (a) through (f) above constitutes
an "Event of Default".
C. Effect of Termination. Upon termination for any reason or expiry of this Agreement or
any Services-related Quotation or Addendum: (a) Contractor may immediately cease
providing any Services; (b) County shall immediately pay all sums due to Contractor, for
Products and Services provided as of the date of termination, including costs and expenses
and pro-rated fees for work partially complete at the date of termination; and (c) County’s
rights under Section VI “Grant of License” and Section XXV “Confidential Information”
will not survive if County’s breach of either of those Sections gave rise to the termination
by Contractor. Upon County’s payment of all amounts owing to Contractor, Contractor
will deliver all Licensed Materials and work in progress in Contractor's possession as of
the date of termination.
X. 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
Contract # 055.2019
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County and is responsible for payment of any federal, state, FICA and other income
taxes.
XI. 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.
XII. 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.
XIII. 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.
XIV. Infringement Indemnity.
A. Subject to the conditions and exceptions stated below, Contractor: (a) shall defend
County against any claim, action or proceeding brought against County alleging an
infringement or misappropriation of any United States patent, copyright, trade
secret or other intellectual property right of any third party (other than an affiliate
of County) because of use, consistent with Contractor’s specifications, of any
Equipment manufactured by Contractor or Software owned by Contractor (a
“Claim”) and provided to County under this Agreement; and (b) shall indemnify
County against, and hold County harmless from, any and all costs and damages
assessed against County in a final judgment on such Claim, if: (i) County gives
Contractor prompt written notice of the Claim, (ii) County grants to Contractor the
sole authority to assume the defense, and the sole right to settle the Claim, through
counsel chosen by Contractor, and (iii) County furnishes all information and
assistance requested by Contractor and reasonably cooperates with Contractor to
facilitate the defense and settlement of the Claim.
B. If County's use of any Product is enjoined as a result of any Claim, is subject to a
Claim, or in Contractor’s opinion is likely to be enjoined or to be subject to a Claim,
then, at its expense, Contractor may: (a) procure for County the right to continue to
use the Product; or (b) replace or modify the Product with a functionally-equivalent
or better Product so that County’s use is not subject to a Claim. If Contractor
determines that it cannot accomplish either of the foregoing in a commercially
reasonable manner, then, upon Contractor’s request, (c) County shall deliver the
Contract # 055.2019
Budget Line Item # 003.77.92753.86642
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Product to Contractor, and (d) Contractor shall promptly credit to County the Price
of the Product less a reasonable allowance for use.
C. Contractor has no obligations under this Section XIV with respect to a Claim to the
extent that it: (a) arises from adherence to design modifications, specifications,
drawings or written instructions which County directs Contractor to follow, (b)
relates to uses of any Product in combination with any item not provided directly
by Contractor, if use of the Product alone would not have resulted in such
infringement, (c) relates to the use of any Product in a manner not contemplated by
this Agreement, or (d) relates to a modification of any Product by any person other
than Contractor.
D. The rights and remedies set forth in this Section XII are County’s exclusive rights
and remedies with respect to third party claims of infringement and
misappropriation.
XV. Limitation of Liability.
A. Contractor and County acknowledge that they have negotiated the Price (among other
things) in consideration of their agreement to limit certain of Contractor’s liabilities.
In no event will Contractor or any of its suppliers or licensors be liable for any indirect,
special, exemplary, consequential or incidental damages (including lost profits, lost
revenues, lost data and other economic losses), however caused and regardless of
whether such damages are foreseeable or whether Contractor has been advised of their
possibility.
B. Except for a claim for personal injury proximately caused by Contractor, Contractor’s
liability for any claim arising out of this Agreement will be limited to actual, provable
direct damages not to exceed the Price of the Product or Service that is the subject of
such claim. IN NO EVENT WILL CONTRACTOR’S CUMULATIVE LIABILITY
FOR ALL CLAIMS, LOSSES, DAMAGES AND EXPENSES OF COUNTY
ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED FIFTY
PERCENT OF THE TOTAL PRICE ACTUALLY PAID BY COUNTY TO
CONTRACTOR UNDER THIS AGREEMENT.
XVI. 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
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Contractor, its agents, representatives, employees or subcontractors.
The insurance requirements herein in no way limit the indemnity covenants contained
in this Contract.
The County in no way warrants that the 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. 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.
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 1CG 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
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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
Additional Insured—Owners, Lessees or Contractors Endorsement, ISO Form 2010
Additional Insured—Owners, Lessees or Contractors Endorsement, ISO CG 2037
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 successors, or assigns, its elected officials, trustees,
employees, agents, and volunteers”.
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 (check as appropriate and insert amount):
a. ☐ Performance Bond $
b. ☐ Professional Errors and Omissions
c. ☐ Aircraft Liability
d. ☐ Owner’s Protective
e. ☐ Builder’s Risk
f. ☐ Boiler and Machinery
g. ☐ Loss of Use Insurance
h. ☐ Pollution Liability
i. ☐ Crime, including Employee Dishonesty Coverage, or Fidelity
Bond
B. Proof of Insurance:
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1) Each insurance policy required by the insurance provisions of this
Contract shall provide the required coverage and shall not becanceled
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 emailed directly to
Procurement@pitkincounty.com. If the insurance carrier will not provide
the required notice, the Consultant/Contractor shall notify the County of any
cancellation. 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 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, or similar as needed.”
3) Certificates of Insurance for all renewal policies shall be delivered to
the County’s Representative three (3) days prior to a policy’s expiration date
except for any policy expiring on the expiration date of this Contract or
thereafter.
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. County shall reimburse Contractor for and shall hold
Contractor harmless from and against any tax, penalty, interest, or other charges that may
be levied or assessed as a result of a tax jurisdiction audit determination including any costs
and expenses incurred by Contractor in contesting any such tax liability as a result of
Contractor following County’s specific written taxation application and sourcing
instructions, reliance on County’s tax exemption certificate or County’s acceptance of
Contractor invoices without sales and use taxes as being correct regarding the reporting or
collection of such tax.
XVIII. Records. Each party 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 each party shall have
the right within the three (3) year period to inspect and audit these books, records
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and documents, upon prior written request, in a reasonable manner and during normal
business hours, for the purpose of determining, by accepted accounting and auditing
standards, compliance with all provisions of the Contract and applicable law.
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. 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.
XXI. Governmental Immunity. Contractor agrees and understands that Pitkin County is
relying on and does not waive, by any provision of this Contract, the monetary
limitations or terms (presently $150,000 per person and $600,000 per occurrence) or
any other rights, immunities, and protections provided by the Colorado Governmental
Immunity Act, 24-10-101, et seq., C.R.S., as from time to time amended, or otherwise
available to Pitkin County or any of its officers, agents or employees. Further, nothing
in this Contract shall be construed or interpreted to require or provide for indemnification
of the Contractor by the County for any injury to any person or any property damage
whatsoever which is caused by the negligence or other misconduct of the County or its
agent or employees.
XXII. 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 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. Notwithstanding any other statements herein, neither the lack of funding or
anything else set forth in this section shall relieve the County from its obligation to pay
for Products delivered and Services rendered under the Agreement.
XXIII. Notice. Any notice required or permitted under this Agreement shall be in writing and
shall be provided by electronic delivery to the e-mail addresses set forth below and by
one of the following methods 1) hand-delivery or 2) registered or certified mail, postage
pre-paid to the mailing addresses set forth below. Each party by notice sent
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under this paragraph may change the address to which future notices should be sent.
Electronic delivery of notices shall be considered delivered upon receipt of
confirmation of delivery on the part of the sender. Nothing contained herein shall be
construed to preclude personal service of any notice in the manner prescribed for
personal service of a summons or other legal process.
To Pitkin County:
Jeff Krueger
351 Southside Drive
Basalt, CO 81621
Email: Jeff.Krueger@PitkinCounty.com
with copies to:
Pitkin County Attorney’s Office
530 E. Main St., Suite #301
Aspen, Colorado 81611
Email: Attorney@pitkincounty.com
To Contractor:
Nokia of America Corporation
601 Data Drive
Plano, TX 75075
Phone: (972) 477-7000
Email: desiree.obletont@nokia.com
XXIV. 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 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 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 pre-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 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(5), C.R.S., by the Colorado Department of Labor
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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 (i) is a citizen or otherwise lawfully present in the
United States pursuant to federal law, (ii) shall comply with the provisions of §§24-
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.
XXV. Confidential Information:
A. “Confidential Information” means: (a) any nonpublic information disclosed by
either Party (the "Discloser") to the other Party (the "Recipient") in any form,
including written, electronic, photographic or other tangible form, or information
provided orally or visually; (b) any notes and other records made from or about
such information; (c) all copies of any of such information, notes or other records;
and (d) the terms and conditions of this Agreement. Confidential Information
disclosed in a tangible or electronic form may be marked or otherwise identified
by Discloser with a legend as being confidential or proprietary, but the absence of
such mark or identification will not affect Recipient’s obligations to treat such
information as Confidential Information.
B. Discloser grants Recipient the right to use the Confidential Information solely to
exercise its rights and to perform its obligations under this Agreement (the
“Purpose”). Recipient shall hold the Confidential Information in confidence using
the same degree of care the Recipient normally exercises to protect its own
proprietary information of a similar nature, using no less than a reasonable degree
of care, and shall not disclose the Confidential Information to any third party,
except as expressly provided herein. Recipient may disclose Discloser’s
Confidential Information only to those of Recipient’s and its affiliates’ employees
(“Representatives”) who require knowledge of the Confidential Information to
accomplish the Purpose and who have been advised by County of their obligations
under this Agreement. In addition, Recipient may disclose Confidential
Information of Discloser to Recipient's subcontractors and agents who, in each
case, (i) require knowledge of the Confidential Information to accomplish the
Purpose, (ii) have agreed in writing to maintain the confidentiality of the
information and (iii) are not competitors or employees of any competitor of
Contractor or any of its affiliates (when County is the Recipient). Recipient shall
provide Discloser with a copy of each such writing at its request. Recipient is liable
for each Representative’s, subcontractor's and agent’s compliance with this
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Agreement. An individual who has seen Discloser’s Confidential Information
under this Agreement is not precluded from working on projects for Recipient that
relate to similar subject matters whether during or after the term of this Agreement,
provided that the individual does not use or make reference to Discloser’s
Confidential Information.
C. The preceding obligations and restrictions do not apply to Confidential
Information if, and then only to the extent that, it: (a) was known to Recipient
before receipt from Discloser; (b) is generally available to the public (or becomes
so) without the fault or negligence of Recipient; (c) is or was rightfully received
by Recipient from a third party without a duty of confidentiality; or (d) is or was
independently developed by or for Recipient or its affiliates without any use of or
reference to Discloser's Confidential Information.
D. Recipient may disclose the Confidential Information as required by law; provided,
however, that Recipient shall (a) when permitted by law, give Discloser prompt
written notice of a disclosure requirement and before the disclosure is made, (b)
take reasonable actions and provide reasonable assistance to Discloser to secure
confidential treatment at Recipient’s cost, and (c) disclose only such Confidential
Information as is required by law.
XXVI. Data Privacy. County agrees that Personal Data received from County may be
transferred to, stored and processed in any country in which Contractor or its
Affiliates or subcontractors maintain facilities. County hereby authorizes Contractor
to perform any such transfer of Personal Data received from County to any such
country and to store and process Personal Data received from County in order to
provide the Services or to perform its obligation under this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Contract as of the date first set out herein
above.
NOKIA OF AMERICA Corporation
Date
NOKIA OF AMERICA Corporation
Date
PITKIN COUNTY, COLORADO
RECOMMENDED FOR APPROVAL:
Date
MANAGER APPROVAL:
Date
ATTORNEY APPROVAL:
Date
Jeff Krueger
Communications Manager
Apr-01-2019
Desiree Obleton
Apr-01-2019
Commercial Contracts Manager
Commercial Contract Manager
Apr-01-2019
Gregory Sarro
Jon Peacock
County Manager
Apr-02-2019
Richard Neiley
Asst. County Attorney
Apr-02-2019