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HomeMy WebLinkAboutbocc.con.027.202019-12-17 CDD Contract Information Contract Number Project Name Contractor Budget Line Item 40451150.546500 Procurement Method: Type: Contract Start Date Contract End Date Contract Type Retainage If this is a new contractor, please enter the New Vendor information into Munis for workflow approval. Contact Information: Department County Representative Chris Padilla County Representative Phone (970) 429-1888 Provide a brief description of the contract: Contract Value Summary: $ 36,000.00 $ - $ - $ 36,000.00 027.20 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 Airport Website Redesign VR Interactive Media, LLC dba TMBR $ 36,000.00 Additional Budget Line Item(s) (Please fully allocate New Contract Total) $ - $ - $ - $ 36,000.00 Informal Services/Maintenance 4/1/2020 8/31/2020 New Contract Airport Airport Website Redesign Original Contract Amount Previous Change Order/Amendment Amount This Change order/Amendment amount New Contract Total Contract # 027.20 Revision: 2018-06-13 btf Budget Line Item # 40451150.546500 1 PITKIN COUNTY CONTRACT FOR PROVISION OF SERVICES THIS CONTRACT, made January 24, 2020 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 VR Interactive Media, LLC dba TMBR, 125 Scott Lane, Suite 2, Jackson, WY 83002 (hereinafter called the “Contractor”) to perform the following work: Airport Website Redesign (“Project”). I. Term of Contract: The term of this Contract is from April 1, 2020 to August 31, 2020. II. Contractor’s Obligations. Contractor shall design and build a new website for the Aspen Pitkin County Airport. Project deliverables and schedule are outlined in the attached Statement of Work, dated January 31, 2020. 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 Thirty-Six Thousand dollars and Zero cents ($36,000.00) 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 will require a deposit of 30% of the project total to start the project. An additional 30% will be billed upon wireframe approval. An additional 30% will be billed upon design approval. The final balance will be billed upon project completion. All payments will be due within Thirty (30) days of invoiced date. Any payment by the County may be offset by any amount the Contractor owes to the County for any reason. IV. County’s Exclusive Ownership of Work Product. Drawings, specifications, guidelines and other documents prepared by Contractor in connection with this Contract shall be the property of the County, and is understood by the Parties to be a work-for-hire. Contractor assigns to County the copyrights to all work prepared, developed, or created pursuant to this Contract, including the right to: 1) reproduce the work; 2) prepare derivative works; 3) distribute copies to the public; 4) perform the works publicly; and 5) to display the work publicly. Contractor shall have right to use materials produced in the course of this Contract for marketing purposes and Contract # 027.20 Revision: 2018-06-13 btf Budget Line Item # 40451150.546500 2 professional presentations, articles, speeches and other business purposes, including, but not limited to Contractor's Web Site and social media accounts. V. Pitkin County’s Obligations. Pitkin County shall administer this Contract through a County Representative. Chris Padilla, Airport Controller will manage the project as the County’s Representative. In the event that Project Lead 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. VI. 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, and Contractor will provide these materials to County within ten (10) business days of final payment, as described below. Contractor shall be entitled to receive compensation in accordance with the Contract for any work completed pursuant to the terms of this Contract prior to the date of termination. VII. Independent Contractor Status. A. The parties to this Contract intend that the relationship between them contemplated by the Contract is that of independent contractor. Contractor, and any agent, employee, or servant of Contractor shall not be deemed to be an employee, agent, or servant of Pitkin County. B. Contractor is not required to offer his services exclusively to Pitkin County under this Contract. Contractor may choose to work for other individuals or entities during the term of this Contract, provided that the basic services and deliverable products required under this Contract are submitted in the manner and on the schedule defined under this Contract. C. Contractor warrants that all work produced will conform to all applicable industry standard of care, skill and diligence in the performance of Contractor’s obligations under this Contract. D. Contractor shall not attempt to oversee or supervise the work or actions of any Pitkin County employee, servant or agent in the course of completing work under this Contract. E. Contractor is not entitled to any Workers’ Compensation benefits through Pitkin County and is responsible for payment of any federal, state, FICA and other income taxes. Contract # 027.20 Revision: 2018-06-13 btf Budget Line Item # 40451150.546500 3 VIII. Assignability. This Contract is not assignable by either party. Any use of subcontractors by the Contractor for performance of this Contract must be accepted in writing by the County. IX. Severability. In the event that any provision of this Contract shall be held to be invalid or unenforceable, the remaining provisions of this Contract shall remain valid and binding upon the parties hereto. X. Integration and Modification. A. This Contract represents the entire and integrated 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. XI. Indemnity. A. The Contractor agrees to indemnify, hold harmless and, not excluding the County's right to participate, defend the County, its subsidiary, parent, associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, volunteers, and any jurisdiction or agency issuing permits for any work included in the project, hereinafter referred to as indemnitee, from all suits and claims, including attorney's fees and cost of litigation, actions, loss, damage, expense, cost or claims of any character or any nature arising out of the work done in fulfillment of the terms of this Contract or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contractor to conform to any statutes, ordinances, regulation, law or court decree. It is agreed that the Contractor will be responsible for 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. Contract # 027.20 Revision: 2018-06-13 btf Budget Line Item # 40451150.546500 4 XII. Insurance. Insurance shall be maintained throughout the course of this Contract in the coverage amounts indicated in the Contractor’s Certificate of Insurance, included herein as Attachment B. XIII. 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. XIV. 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. XV. Attorney’s Fees. In the event that legal action is necessary to enforce any of the provisions of this Contract, the prevailing party shall be entitled to its costs and reasonable attorney’s fees. XVI. 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. XVII. Current Year Obligations. The parties acknowledge and agree that any payments provided for hereunder or requirements for future appropriations shall constitute only currently budgeted expenditures of Pitkin County. Pitkin County’s obligations under this Contract are subject to Pitkin County’s annual right to budget and appropriate the sums necessary to provide the services set forth herein. No provisions of the Contract shall constitute a mandatory charge or requirement in any ensuing fiscal year beyond the then current fiscal year of Pitkin County. No provision of the Contract shall be construed or interpreted as creating a multiple-fiscal year direct or indirect debt or other financial obligation of Pitkin County within the meaning of any constitutional or statutory debt limitation. This Contract shall not directly or indirectly obligate Pitkin County to make any payments beyond those appropriated for Pitkin County’s then current fiscal year. No provisions of this Contract shall be construed to pledge or create a lien on any class or source of Pitkin County’s moneys, nor shall any provision of this Contract restrict the future issuance of Pitkin County’s bonds or any obligations payable from any class or source of Pitkin County’s money. Contract # 027.20 Revision: 2018-06-13 btf Budget Line Item # 40451150.546500 5 XVIII. 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: Chris Padilla 0233 E. Airport Road Aspen, CO 81611 Email: Chris.Padilla@AspenAirport.com with copies to: Pitkin County Attorney’s Office 530 E. Main St., Suite #301 Aspen, Colorado 81611 Email: Attorney@pitkincounty.com To Contractor: VR Interactive Media, LLC dba TMBR 125 Scott Lane, Suite 2 Jackson, WY 83002 Phone: (307) 200-0087 Email: brian@wearetmbr.com XIX. 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 Contract # 027.20 Revision: 2018-06-13 btf Budget Line Item # 40451150.546500 6 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 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. TMBR TERMS This statement of work provides a labor budget of the outlined task, project budget and scope are subject to change during development based on any additional functionality requests that may arise. Any change in budget or scope will be communicated with the client. TMBR will require a deposit of 30% of the project total to start the project. Another 30% will be billed upon wireframe approval. Another 30% will be billed upon design approval. The final balance will be billed upon project completion. The project may be terminated in writing with 10-day notice from either party. If terminated, CLIENT will be responsible to pay for the completed and accepted project phases. CLIENT may take up to 10 business days to review completed project phases for acceptance. Copyright to the finished website produced by TMBR will be owned by CLIENT, including the design and source code. Any repurposing of the design core assets outside of the website shall be done by or approved by TMBR. TMBR retains the right to display graphics and other Web Design elements as examples of their work in their Contract # 027.20 Revision: 2018-06-13 btf Budget Line Item # 40451150.546500 7 respectiveportfolios. CLIENT agrees to provide content (text, graphics, photos, designs trademarks or other artwork furnished to TMBR for use in the project) that is either owned by CLIENT or that CLIENT has permission from the rightful owner to use. CLIENT agrees to hold harmless, protect, indemnify and defend TMBR from any liability (including attorney's fees and court costs), including any claim or suit, threatened or actual, arising from the use of any content furnished by CLIENT for the project. The services and the work product of TMBR are sold “as is.” In all circumstances, TMBR’s maximum liability to CLIENT for damages for any and all causes whatsoever, and CLIENT’s maximum remedy, regardless of the form of action, whether in contract, or otherwise, shall be limited to TMBR’s net profit on the project. In no event shall TMBR be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by TMBR, even if TMBR has been advised of the possibility of such damages. This agreement constitutes the sole agreement between TMBR and CLIENT regarding this Project. Any additional work not specified in this contract or any other amendment or modification to this contract must be authorized by a written request signed by both TMBR and CLIENT. Contract # 027.20 Revision: 2018-06-13 btf Budget Line Item # 40451150.546500 8 IN WITNESS WHEREOF, the parties have executed this Contract as of the date first set out herein above. VR INTERACTIVE MEDIA, LLC dba TMBR ________________________________________________ !#VENDOR SIGNATURE#! Date PITKIN COUNTY, COLORADO _________________________________________________ !#DEPARTMENT REPRESENTATIVE#! Date _________________________________________________ Date Brian Modena Owner Mar-12-2020 Airport Controller Mar-13-2020 Chris Padilla Mar-13-2020 John Kinney Airport Director ​ 307.200.0087  125 Scott Lane, Suite 2  P.O. Box 10831  Jackson, WY 83002      Client: ​Aspen Pitkin County Airport  Project: ​Website Redesign  Date:​ January 30, 2020  SCOPE OF WORK Submitted in support of the RFI response submitted by TMBR and accepted by Aspen Pitkin County Airport  available ​here​.    BUDGET FOR WEBSITE REDESIGN  Deliverable List Budget  Discovery   Deep-dive Discovery & Project Kickoff; Moodboard   $2,000 - $3,000  Onsite Visit  Travel, lodging   $2,500  Wireframes  Homepage and Internal Wireframes (website blueprints)  $2,000 - $3,000  Web Designs  Design Concept (Homepage), 3 Key Internal Pages, Responsive design direction  $9,000 - $10,000  Web Development   Front & Back End Breakout, CMS Customization, Q/A & Testing, Launch &  Post-Launch Support  $11,000 - $13,000  Content Load  Initial Content Load (up to 8 hours), CMS training for client to complete content  load   $1,500  Stock/Image Licensing Budget $2,000 - $3,000  Total  $30,000 - $36,000  This scope assumes up to two rounds of revisions per deliverable. Revisions above and beyond this will require budget and  timeline adjustments and be billed at the agency rate of $140/hour.     ​ 307.200.0087  125 Scott Lane, Suite 2  P.O. Box 10831  Jackson, WY 83002      OTHER BUDGET CONSIDERATIONS Fee Cost  Monthly Hosting via WP Engine  Automated backups, plugin updates, content delivery network, security auditing  $45/month +   (Based on monthly traffic)  Annual SSL Security Certificate  Required by Google  $65/year  TMBR will require a credit card on file for the automatic payment of these charges.   PROJECT TIMELINE    Typical website timelines are 3-4 months. This project is planned for 4 months assuming 3-5 business days for  the client to deliver each round of feedback. Delays in delivering feedback will lead to corresponding delays in  the project schedule.  Phase Timing  Discovery* Early April  Kickoff/Onsite Discovery: Week of April 6 or 13  Moodboard Mid-April  1-2 weeks  Wireframes    Mid/Late April  2-3 weeks  Web Designs May  2-3 weeks  Web Development  June - Mid-July  6-8 weeks  Content Load, Training, Testing Early July  2 weeks  Web Launch Mid/Late July  1 day    * Assumes signed contract received by February 15. Assumes deposit payment received no later than February 29.          ​ 307.200.0087  125 Scott Lane, Suite 2  P.O. Box 10831  Jackson, WY 83002      PROJECT TERMS This statement of work provides a labor budget of the outlined task, project budget and scope are subject to change during  development based on any additional functionality requests that may arise. Any change in budget or scope will be  communicated with the client.    TMBR will require a deposit of 30% of the project total to start the project. Another 30% will be billed upon wireframe  approval. Another 30% will be billed upon design approval. The final balance will be billed upon project completion.     The project may be terminated in writing with 30-day notice from either party. If terminated, CLIENT will be responsible  to pay for the completed and accepted project phases.    CLIENT may take up to 10 business days to review completed project phases for acceptance.    Copyright to the finished website produced by TMBR will be owned by CLIENT, including the design and source code.  Any repurposing of the design core assets outside of the website shall be done by or approved by TMBR. TMBR retains  the right to display graphics and other Web Design elements as examples of their work in their respective portfolios.     CLIENT agrees to provide content (text, graphics, photos, designs trademarks or other artwork furnished to TMBR for  use in the project) that is either owned by CLIENT or that CLIENT has permission from the rightful owner to use.  CLIENT agrees to hold harmless, protect, indemnify and defend TMBR from any liability (including attorney's fees and  court costs), including any claim or suit, threatened or actual, arising from the use of any content furnished by CLIENT  for the project.    The services and the work product of TMBR are sold “as is.” In all circumstances, TMBR’s maximum liability to CLIENT  for damages for any and all causes whatsoever, and CLIENT’s maximum remedy, regardless of the form of action, whether  in contract, or otherwise, shall be limited to TMBR’s net profit on the project.    In no event shall TMBR be liable for any lost data or content, lost profits, business interruption or for any indirect,  incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services  provided by TMBR, even if TMBR has been advised of the possibility of such damages.    This agreement constitutes the sole agreement between TMBR and CLIENT regarding this Project. Any additional work  not specified in this contract or any other amendment or modification to this contract must be authorized by a written  request signed by both TMBR and CLIENT.  SCOPE ACCEPTANCE TMBR Creative Agency CLIENT: Aspen Pitkin County Airport    NAME:NAME:    SIGNATURE:SIGNATURE:    DATE:DATE:  Certificate Of Completion Envelope Id: DA46DF94FFCF4F978DEC37E0544594D7 Status: Completed Subject: 027.20 TMBR Website Design and Development Source Envelope: Document Pages: 13 Signatures: 3 Envelope Originator: Certificate Pages: 5 Initials: 0 Jennifer Mitchley AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC-07:00) Mountain Time (US & Canada) 530 East Main Street Suite 203 Aspen, CO 81611 jennifer.mitchley@aspenairport.com IP Address: 50.209.235.201 Record Tracking Status: Original 3/12/2020 10:08:47 AM Holder: Jennifer Mitchley jennifer.mitchley@aspenairport.com Location: DocuSign Signer Events Signature Timestamp Brian Modena brian@wearetmbr.com Owner Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 207.183.166.169 Sent: 3/12/2020 10:12:58 AM Viewed: 3/12/2020 11:21:30 AM Signed: 3/12/2020 2:24:57 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Chris Padilla chris.padilla@aspenairport.com Airport Controller Aspen/Pitkin County Airport Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 50.209.235.201 Sent: 3/12/2020 2:25:01 PM Viewed: 3/13/2020 10:52:09 AM Signed: 3/13/2020 10:53:33 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign John Kinney john.kinney@aspenairport.com Airport Director Pitkin County Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 65.38.144.66 Sent: 3/13/2020 10:53:38 AM Viewed: 3/13/2020 11:58:52 AM Signed: 3/13/2020 11:59:01 AM Electronic Record and Signature Disclosure: Accepted: 3/23/2020 8:57:00 AM ID: 85d6f6da-5521-4fd1-8e3a-09403523f9d6 Company Name: Pitkin County, Colorado In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Accounts Payable AP@pitkincounty.com Accounts Payable Pitkin County Security Level: Email, Account Authentication (None) Sent: 3/13/2020 11:59:04 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Evelyn Cruz evelyn.cruz@aspenairport.com Aspen/Pitkin County Airport Security Level: Email, Account Authentication (None) Sent: 3/13/2020 11:59:04 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Pitkin County Procurement procurement@pitkincounty.com Procurement Pitkin County Security Level: Email, Account Authentication (None) Sent: 3/13/2020 11:59:04 AM Viewed: 1/26/2021 1:55:18 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 3/12/2020 10:12:58 AM Certified Delivered Security Checked 3/13/2020 11:58:52 AM Signing Complete Security Checked 3/13/2020 11:59:01 AM Completed Security Checked 3/13/2020 11:59:04 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Pitkin County (we, us or Pitkin County) may be required by law to provide you with certain written notices or disclosures. 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