HomeMy WebLinkAboutbocc.con.185.20192017-11-13 btf
Contract Information
Contract Number
Project Name
Contractor
Budget Line Item Varies per Task Order
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 Gary Tennenbaum County Representative
Phone (970) 920-5355
Provide a brief description of the contract:
Contract Value Summary:
$ -
$ -
$ -
$ -
NOTE: Clerks Office will keep original documents in compliance with Colorado State Archives retainage
Open Space & Trails
Contractor shall provide Pitkin County Open Space and Trails with environmental programs for public outreach
services for various County projects.
Original Contract Amount
Previous Change Order/Amendment Amount
This Change order/Amendment amount
New Contract Total
No
On-Call Environmental Programs
Aspen Center for Environmental Services
$ -
Additional Budget Line
Item(s)
(Please fully allocate New Contract Total)
$ -
$ -
$ -
$ -
Sole Source
Services/Maintenance
1/1/2019
12/31/2019
New Contract with optional extension(s)
185.2019
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
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: May 9, 2019
FROM: Gary Tennenbaum
Proposed Contractor: Aspen Center for Environmental Studies
Product/Service: Environmental Education Programs
Estimate expenditure for the above Product/Service: $ 30,000.00 per Task Order
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:
OST has been partnering with ACES for the past 29 years throughout the upper valley on environmental
education. For the past 4 years ACES has provided naturalists and environmental education on North Star
and in Hunter Creek and Smuggler and OST staff is confident that no other agency exists that can perform
the services ACES provides Pitkin County.
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
May-14-2019
Gary Tennenbaum
Pitkin County Open Space and Trails Director
May-14-2019
Assistant County Manager
Phylis Mattice
Jun-04-2019
County Manager
Jon Peacock
Contract # 185.2019 Revision: 2018.10.10 btf
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MASTER SERVICE AGREEMENT FOR PROVISION OF
ON-CALL ENVIRONMENTAL PROGRAMS
THIS MASTER SERVICE AGREEMENT (“Agreement”), is made and entered by and
between the Board of County Commissioners of Pitkin County, Colorado, 530 E. Main St., Suite
#302, Aspen, CO 81611, (“County”) and Aspen Center for Environmental Services, 100 Puppy
Smith Street, Aspen, CO 81611 (hereinafter called the “Contractor”).
I. Term of Contract: The term of this contract is from January 1, 2019 to December 31,
2019. At the expiration of the initial term, the contract may be extended for five (5)
additional terms of one (1) year by the express written consent of both parties.
II. Contractor’s Obligations. Contractor shall provide Pitkin County Open Space and
Trails with environmental programs for public outreach services for various County
projects as set forth herein and as set forth in the individual Task Orders, which Task
Orders shall be made a part of this contract upon execution by the County and the
Contractor. Contractor shall complete the scope of work as defined in the individual
Task Orders issued by the County, from time to time, and agreed upon by Contractor.
The projects defined in the individual Task Orders shall be the County’s engineering
requirements for work with an estimated value of under thirty thousand dollars and zero
cents ($30,000.00). All projects that are estimated to be over thirty thousand dollars
and zero cents ($30,000.00) shall be subject to formal Request for Proposal/Quotation.
III. Compensation and Expenses, Invoicing, Payment and Offset. The County shall
compensate Contractor for its services in accordance with the Project Budgets and
Schedules set out in the Task Orders. It is expressly understood and agreed that in no
event will the total compensation and reimbursement to be paid hereunder exceed the
sum defined in the Task Orders. By Task Order or Task Order Amendment, the County
and Contractor may reallocate the budget among project tasks if the total budget
amount remains unchanged. Contractor shall invoice for the project monthly based on
hours worked, with payment expected within thirty (30) days of invoice, but any
payment by the County may be offset by any amount the Contractor owes the County
for any reason.
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IV. County’s Exclusive Ownership of Work Product. Drawings, specifications, guidelines
and other documents prepared by Contractor in connection with this Agreement 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 Agreement, including the right to: 1) reproduce
the work; 2) prepare derivative works; 3) distribute copies to the public; 4) perform the
works publicly; and 5) to display the work publicly. Contractor shall have right to use
materials produced in the course of this Agreement for marketing purposes and
professional presentations, articles, speeches and other business purposes.
V. Pitkin County’s Obligations. Pitkin County shall administer this Agreement
through a County Representative identified in the individual Task Orders. The services
provided and products delivered by the Contractor under this Agreement will be subject
to review by the County’s Representatives, or a designee, for compliance with
Contractor’s obligations prior to final payment.
VI. Termination Prior to Expiration of Contract Term. The County has the right to
terminate this Agreement, 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 Agreement shall become the County’s property.
Contractor shall be entitled to receive compensation in accordance with the Agreement
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.
VII. Independent Contractor Status.
A. The parties to this Agreement intend that the relationship between them
contemplated by the Agreement 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 Agreement. 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 Agreement are submitted in the manner and on the
schedule defined under this Agreement.
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 Agreement.
Contract # 185.2019 Revision: 2018.10.10 btf
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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 Agreement.
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.
VIII. Assignability. This Agreement is not assignable by either party. Any use of
subcontractors by the Contractor for performance of this Agreement must be accepted
in writing by the County.
IX. Severability. In the event that any provision of this Agreement shall be held to be
invalid or unenforceable, the remaining provisions of this Agreement shall remain valid
and binding upon the parties hereto.
X. Integration and Modification.
A. This Agreement represents the entire and integrated Agreement between the
County and the Contractor and supersedes all prior negotiations, representations, or
Agreement, either written or oral. This Agreement may be amended only by written
Agreement 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 Agreement.
XI. Indemnity.
A. The Contractor agrees to indemnify, hold harmless and, not excluding the County's
right to participate, defend the County, its subsidiary, parent, associated and/or
affiliated entities, successors, or assigns, its elected officials, trustees, employees,
agents, volunteers, and any jurisdiction or agency issuing permits for any work
included in the project,, hereinafter referred to as indemnitee, from all suits and
claims, including attorney's fees and cost of litigation, actions, loss, damage,
expense, cost or claims of any character or any nature arising out of the work done
in fulfillment of the terms of this Agreement or on account of any act, claim or
amount arising or recovered under workers' compensation law or arising out of the
failure of the Contractor to conform to any statutes, ordinances, regulation, law or
court decree. It is agreed that the Contractor will be responsible for primary loss
investigation, defense and judgment costs where this Agreement of indemnity
applies. In consideration of the award of this Agreement, 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,
Contract # 185.2019 Revision: 2018.10.10 btf
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employees, agents, and volunteers for losses arising from the work performed by
the Contractor for the County.
B. The Contractor further shall investigate, process, respond to, adjust, provide
defense for and defend, pay or settle all claims, demands, or lawsuits related hereto
at its sole expense and shall bear all other costs and expenses related thereto, even
if the claim, demand or lawsuit is groundless, false or fraudulent.
XII. Insurance. Contractor and subcontractors shall procure and maintain until all of their
obligations have been discharged, including any warranty periods under this
Agreement are satisfied, insurance against claims for injury to persons or damage to
property which may arise from or in connection with the performance of the work
hereunder by the Contractor, its agents, representatives, employees or subcontractors.
The insurance requirements herein are minimum requirements for this Agreement and
in no way limit the indemnity covenants contained in this Agreement.
The County in no way warrants that the minimum limits contained herein are sufficient
to protect the Contractor from liabilities that might arise out of the performance of the
work under this Agreement 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 Agreement by
reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or
types.
A. Coverage and Limits of Insurance. Coverage and Limits of Insurance.
Contractor shall provide coverage with limits of liability not less than those stated
below. An umbrella and/or excess liability policy may be used to meet the
minimum liability requirements provided that the coverage is written on a
“following form” basis.
1) Statutory Workers’ Compensation: Colorado statutory minimums
a. Policy shall contain a waiver of subrogation against the County.
b. This requirement shall not apply when a contractor or subcontractor
is exempt under Colorado Workers’ Compensation Act AND when
such contractor or subcontractor executes the appropriate sole
proprietor waiver form.
Minimum Limits:
Coverage A (Workers’ Compensation) Statutory
Coverage B (Employers Liability)
$ 500,000
$ 500,000
$ 500,000
2) Commercial General Liability – ISO 1CG 0001 form or equivalent.
(With County named as an additional insured)
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Minimum Limits:
General Aggregate $ 2,000,000
Products/Completed Operations Aggregate $ 2,000,000
Each Occurrence Limit $ 1,000,000
Personal/Advertising Injury $ 1,000,000
Fire Damage (Any One Fire) $ 50,000
Medical Payments (Any One Person) $ 5,000
Coverage to include:
Premises and Operations
Explosions, Collapse and Underground Hazards
Personal / Advertising Injury
Products / Completed Operations
Liability assumed under an Insured Contract (including defense costs assumed under
contract)
Independent Contractors
Designated Construction Project(s) General Aggregate Limit, ISO CG 2503 (1997
Edition) or equivalent
Additional Insured—Owners, Lessees or Contractors Endorsement, ISO Form 2010
(2004 Edition) or equivalent
Additional Insured—Owners, Lessees or Contractors Endorsement, ISO CG 2037
(2004 Edition) or equivalent
The policy shall be endorsed to include the following additional insured language
on the Additional Insured Endorsements specified above: “County, its subsidiary,
parent, associated and/or affiliated entities, successors, or assigns, its elected
officials, trustees, employees, agents, and volunteers named as an additional insured
with respect to liability and defense of suits arising out of the activities performed
by, or on behalf of the Contractor, including completed operations”.
3) Auto Liability: Bodily injury and property damage for any owned,
hired and non-owned vehicles used in the performance of this Contract.
Minimum Limits: 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
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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:
1) Each insurance policy required by the insurance provisions of this
Agreement 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 emailed directly to Procurement@pitkincounty.com. If the insurance
carrier will not provide the required notice, the Consultant/Contractor and
or its insurance broker shall notify the County of any cancellation, or
reduction in coverage or limits of any insurance within seven (7) days of
receipt of insurers’ notification to that effect. Simultaneously with the
Certificates of Insurance, the Contractor shall file with the Procurement
Officer a certified statement as to claims pending against the required
coverages, reserves established on account of such claims, defense costs
expended and amounts remaining on policy limits.
2) In addition, these Certificates of Insurance shall contain the following
clauses:
a. The contractor’s insurance shall be primary and non-contributory with
any insurance or self-insurance purchased by the County.
b. The insurance companies issuing the policy or policies hereunder shall
have no recourse against the County of Pitkin for payment of any
premiums or for assessments under any form of policy.
c. Any and all deductibles or self-insured retentions in the above-
described insurance policies shall be assumed by and be for the
amount of, and at the sole expense of the Contractor.
d. Location of operations shall be: “all operations and locations at which
work for the referenced Project is being done.”
3) Certificates of Insurance for all renewal policies shall be delivered to
the Procurement Officer 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
Agreement.
XIII. Exemptions and Preferences. All purchases of construction or building or any other
materials for this Agreement shall not include Federal Excise Taxes or Colorado State or
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local sales or use taxes. Pitkin County is exempt from such taxes under registration
numbers 98-02624 and 84-78000-5k.
XIV. Records. The Contractor shall maintain comprehensive, complete and accurate
books, records, and documents concerning its performance relating to this Agreement
for a period of three (3) years after final payment under the Agreement and the County
shall have the right within the three (3) year period to inspect and audit these books,
records and documents, upon demand, in a reasonable manner and at reasonable times,
for the purpose of determining, by accepted accounting and auditing standards,
compliance with all provisions of the Agreement and applicable law.
XV. Contract Made in Colorado. The parties agree that this Agreement was made in
accordance with the laws of the State of Colorado and shall be so construed. Venue is
agreed to be exclusively in the courts of Pitkin County, Colorado.
XVI. Attorney’s Fees. In the event that legal action is necessary to enforce any of the
provisions of this Agreement, the substantially prevailing party shall be entitled to its costs
and reasonable attorney’s fees.
XVII. Governmental Immunity. Contractor agrees and understands that Pitkin County is
relying on and does not waive, by any provision of this Agreement, 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 Agreement shall be construed or interpreted to require or provide for
indemnification of the Contractor by the County for any injury to any person or any
property damage whatsoever which is caused by the negligence or other misconduct of
the County or its agent or employees.
XVIII. Current Year Obligations. The parties acknowledge and agree that any payments
provided for hereunder or requirements for future appropriations shall constitute only
currently budgeted expenditures of Pitkin County. Pitkin County’s obligations under
this contract are subject to Pitkin County’s annual right to budget and appropriate the
sums necessary to provide the services set forth herein. No provisions of the contract
shall constitute a mandatory charge or requirement in any ensuing fiscal year beyond
the then current fiscal year of Pitkin County. No provision of the contract shall be
construed or interpreted as creating a multiple-fiscal year direct or indirect debt or other
financial obligation of Pitkin County within the meaning of any constitutional or
statutory debt limitation. This contract shall not directly or indirectly obligate Pitkin
County to make any payments beyond those appropriated for Pitkin County’s then
current fiscal year. No provisions of this contract shall be construed to pledge or create
a lien on any class or source of Pitkin County’s moneys, nor shall any provision of this
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contract restrict the future issuance of Pitkin County’s bonds or any obligations payable
from any class or source of Pitkin County’s money.
XIX. Notice. Any notice required or permitted under this Agreement shall be in writing
and shall be 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
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:
Pitkin County Procurement
530 E. Main St., Suite #304
Aspen, CO 81611
Procurement@PitkinCounty.com
with copies to:
Pitkin County Attorney’s Office
530 E. Main St., Suite #301
Aspen, Colorado 81611
Attorney@pitkincounty.com
To Contractor:
Aspen Center for Environmental Services
100 Puppy Smith Street
Aspen, CO 81611
Phone: (970) 925-5756
Email: jkravitz@aspennature.org
XX. Public Contracts for Services and Public Contracts with Natural Persons. In
conformance with the provisions of C.R.S. §§ 8-17.5-101, et seq., as amended and
C.R.S. §§ 24-76.5-101, et seq., as amended:
A. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq. C.R.S.
[Not applicable to agreements relating to 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 Agreement and will
confirm the employment eligibility of all employees who are newly hired for
employment in the United States to perform work under this Agreement, 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
Agreement 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 Agreement. Contractor (i) shall not use E-
Verify Program or State program procedures to undertake pre-employment screening
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of job applicants while this Agreement 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 Agreement, (iii) shall terminate the subcontract if a Subcontractor does
not stop employing or contracting with the illegal alien within 3 days of receiving the
notice, and (iv) shall comply with reasonable requests made in the course of an
investigation, undertaken pursuant to §8-17.5-102(5), C.R.S., by the Colorado
Department of Labor and Employment. If Contractor participates in the State program,
Contractor shall deliver to the contracting State agency, Institution of Higher Education
or political subdivision, a written, notarized affirmation, affirming that Contractor has
examined the legal work status of such employee, and shall comply with all of the other
requirements of the State program. If Contractor fails to comply with any requirement
of this provision or §§8-17.5-101 et seq., C.R.S., the contracting State agency,
institution of higher education or political subdivision may terminate this Agreement
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 Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set out
herein above.
ASPEN CENTER FOR Environmental Services
________________________________________________
!#VENDOR SIGNATURE#! Date
PITKIN COUNTY, COLORADO
MANAGER APPROVAL:
________________________________________________
!#COUNTY MANAGER#! Date
ATTORNEY APPROVAL:
________________________________________________
!#COUNTY ATTORNEY#! Date
Jon Peacock
Jun-04-2019
Richard Neiley
Jun-05-2019
Jun-18-2019
jim Kravitz