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HomeMy WebLinkAboutbocc.con.118.2003 CHECK LIST FOR CONTRACTS SUBMITTED TO CLERK AND RECORDER FOR SCANNING/ARCHIVING Originating Department/Division: ir). ~4/~_~ Contact Person: _~-T~ ~c-taJ~c( Phone g: ~7~-q~-~q  OCC AGENDA ITEM (BOCC signature required) STAFF AUTHORIZED SIGNATURE (as per Procurement Code) Check Contract Type:se~ices Dollar Amount: ~_ ~,~~ ~W~ Maintenance ~License/Use O0~OT ~~ O ~ Lease Construction Purchase ~Employment APPROVED BY BOCC ~lntergovemmental Agreement (Requires BOCC Action) ON,~ ' I ~ ' ~ ~ O ~ Non Profit Quasi-Public Grant Agreements (Requires BOCC Action) Signatures Required: Under 25K- Depa~ment Head 25-50K - Depa~ment Head (if appropriate), Section Leader Over 50 K - Depa~ment Head (if appropriate), Section Leader, County M~ager Contractor/Business (Complete Name): d~ ~ ~~, ~E . Contract St~ Date: ~ / Iq/O ~ Contract End Da~: x/~ Automatic Renewal (Y~): ~j All Contracts should be proofbd for the following: No Pages Missing If a Page is [,eft Intentionally Bla~- Note on Page Page numbered consecutively All Signatures At, xed All Dates Filled In All Other Bl~s Filled In Ail Exhibits A~ached All Legal Descriptions Attached (if appropriate) Notice of Award/Proceed Attached (if appropriate) Sent to Clerk and Recorder for Scanning/Archiving rote: 9/ /03 Authorized Staff Person Signature of authorized staff person indicate that docment has been proot~d ~d ready tbr sca~ing. Note: Clerk's Office will keep original documents in compliance with Colorado State Archives retainage schedule. ~ pcj mj~Sg~sca~ing~county contracts~na~ative~checklistsheet APPROVED BY B_~lt~_ ~I~IN COUNTY ENGINEERING CONSULTANT CONTRACT ON (AGREEMENT) CONTRACT Pitkin County, Colorado hereinafter called the "Sponsor", agrees to retain, effective when the contract is executed, the firm of Carter & Burgess, Inc. hereinafter called the "Engineer" to perform the scope of engineering services as outlined below, hereinafter called the "Project" at the Pitkin County Airport, Colorado. ARTICLE I. PROJECT The Scope of work contemplated under this agreement with regard to the Project is for engineering services for improvements to the Pitkin County Airport. Said improvements may include, but are not limited to, the following items: 1. Rehabilitate Runway 15/33 2. Grade Runway 15/33 safety ama 3. Construct/relocate SRE/ARFF buildings 4. Construct new Airport Electrical Vault 5. Relocate/reconstruct parallel taxiway "A" 6. Construct/relocate/rehabilitate connector taxiways "A-I" to "A-8" 7. Rehabilitate/relocate general aviation aircraft parking aprons Terminal building and ARFF/SRE building ARFF/SRE building and ABO terminal ABO terminal building and FAA ATCT 8. Construct general aviation aircraft parking apron to the north 9. Construct airport perimeter (service) road 10. Airport security improvements (i.e. access control, fencing, airport terminal, etc.) 11. Construct auto parking ARTICLE II. SERVICES The Engineer's services rendered for the above described scope of work will be according to the following schedule: PART A BASIC SERVICES (PRE-APPLICATION, APPLICATION, AND DESIGN/ENGINEERING) A. As requested, assist the Sponsor in the preparation of the Pre-application and application. Prepare the Program Sketch, Program Narrative, and Engineer's Estimate and assist the Sponsor with the required Statements and Notifications, the Environmental Documentation, and the State and Regional reviews as required; , 1. Consult/coordinate with Airport users, FAA, Airport staff, City, County, and other interested parties: 2. Review, update and revise as necessary, all airport drawings that maybe applicable to the project design; (Note: Engineer understands that the Pitkin County Airport utilizes GIS and that the Engineer will need to supply data in a form suitable for use by Pitkin County.) 3. Arrange for and conduct pre-design conference. 4. Prepare preliminary plans, specifications, contract documents, and cost estimates for the design to be approved by the Sponsor and the FAA; 5. Provide acceptable Airport Layout Plan, Exhibit I, and associated drawings, as required; 6. Prepare and submit final plans, specifications, and contract documents for approval by the Sponsor and the FAA prior to advertising for bids; 7. Prepare a Design Engineer's Report, including estimates of final quantities and construction costs. The report will be submitted with the final plans and specifications to the Sponsor and the FAA; 8. Prepare or assist in the preparation of the Application for Federal Funds and the Property Map; 9. Coordinate the establishment of bid proposals into schedules to allow flexibility of award to match the funds available; 10. Provide complete sets of approved plans, specifications, and contract documents for the bidding of the project both in hard copy and electronic format; 11. Arrange for and conduct Pre-bid Conference and job showing; 12. Assist with the bid opening and processing of bid documents and make recommendations to the Sponsor for award of contract schedules; 13. Perform miscellaneous engineering services as requested by Airport Management. PART B SPECIAL SERVICES (SOILS AND PAVEMENT INVESTIGATIONS/TOPOGRAPHIC SURVEYS/FIELD ENGINEERING) 1. SOILS AND PAVEMENT INVESTIGATIONS (FOR DESIGN) Perform soils and/or pavement testing and investigation of proposed construction areas as required for design. 2. TOPOGRAPHIC SURVEYS (FOR DESIGN) Perform topographic surveys of proposed construction areas as required [or design. 3. FIELD ENGINEERING Arrange for and conduct Pre-Construction Conference. Provide complete resident engineering coordination of the construction work with sufficient qualified inspectors who shall be present during all construction operations, to assure that construction is accomplished in accordance with the plans and specifications. It is expressly understood that the term "engineering coordination" does not mean that the Engineer will assume any responsibility that usurps or replaces the duties and authority of a construction superintendent or other contractor agent charged with responsibility for the construction operation. The Engineer, in carrying out his responsibilities for engineer coordination, shall endeavor to guard the Sponsor against defects and deficiencies in the permanent work constructed by the Contractor, but the Engineer does not guarantee the performance of the Contractor. The above disclaimers do not in any way abrogate the responsibility of the Engineer as agent for the Sponsor to exercise technical competence, expertise, skill and engineering judgment so that the Contractor's construction products are provided in accordance with the construction contract documents. The Engineer shall issue such instructions to the Contractor's Construction Superintendent as are necessary to protect the Sponsor's interest to the same extent as would the Sponsor himself, if he were present and equipped with the requisite knowledge, skill, competence, expertise, and engineering judgement. The Engineer shall provide sufficient surveys, observe and check surveys conducted by the Contractor, to assure construction is in accordance with the plans and specifications. The Engineer shall conduct materials tests required by the FAA and/or observe and evaluate all such tests made by the Contractor in the field and in the laboratory as necessary in accordance with the plans and specifications. Copies of all test reports will be furnished to the Sponsor and the FAA. Some test results will be available on the same day tests are taken and others within 24 hours. The Engineer shall act as the Sponsor's agent during construction to protect the Sponsor's interest and shall have the obligation to recommend to the Sponsor that the construction be stopped if not in accordance with the plans and specifications., The Engineer will furnish the Sponsor and the FAA a weekly construction progress and inspection report if requested. The Engineer shall prepare all addition and deletion change orders and supplemental agreements as required. After acceptance of the Construction Contract by the Contractor, copies will be submitted to the Sponsor and the FAA for approval and signature before proceeding with the work. The Engineer shall prepare periodic estimates during the construction of the project and shall prepare the final estimate when the work is completed. Periodic estimates shall be submitted regularly to the Sponsor for the concurrence and submittal to the FAA for Federal participation payment requests. The Engineer shall review the submitted weekly contractor's payrolls, check shop drawings, and construction submittal; and prepare and maintain necessary records of construction progress. When the project has been completed and is ready for final acceptance, the Engineer shall arrange for inspection of the finished work by the FAA, the Sponsor, the Contractor, and the Engineer, following which the final estimate for the work will be considered by the Sponsor. The Engineer shall periodically submit Request For Reimbursements in 3 complete sets for the Sponsor's signature, payment of the invoices, and draw down on the grant. Upon acceptance of the project, the Engineer shall prepare the "Record Drawing", including any field surveying required to compute final quantities, and the Construction Engineering Report, and shall provide the Sponsor and the FAA with one (1) set of reproducible "Record Drawings", and one (1) copy of the Construction Report. Additionally, the Engineer shall provide the Sponsor with a copy of all specifications and plans in electronic form. On completion of the project, the Engineer shall prepare and supply the Sponsor with an Airport Maintenance Program for the improvements constructed under the Project. PART C CHANGE OF SCOPE Any change in the scope of the Project as outlined in Article I, or the services outlined in Article II, in Parts A and B, and/or delays (including completion of the work in more than one project) by the Sponsor, resulting in extra expense to the Engineer, shall be considered beyond the normal scope of this contract. In addition to the foregoing services, the Sponsor may require additional services such as property surveys, descriptions of land, easements, redesign or major changes of the concept after the FAA has approved final plans or concepts. Payment to the Engineer for such work because of the change in scope of the project shall be negotiated at the time of the anticipated change and it shall be mutually agreed to by amendment of this contract. ARTICLE 111. GENERAL PROVISIONS I. The Engineer further agrees that: 1. The Sponsor, the Federal Aviation Administration, and the Comptroller General of the United States or any of their designated representatives shall have access to any books, documents, papers and records of the Engineer which are directly pertinent to the grant program for the purpose of audit examination, excerpts, and transcriptions. 2. Title VI Assurances During the performance of this contract, the Engineer, for itself, it assignees and successors in interest agrees as follows: a. Compliance with Regulations. The Engineer shall comply with the Regulations relative to nondiscrimination in Federally assisted programs of the Department of Transportation (hereafter "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this contract. b. Nondiscrimination. The Engineer, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Engineer shall not participate either directly or in. directly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. c. Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations either by competitive bidding or negotiation made by the Engineer for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Engineer of the Engineer's obligations under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. d. Information and Reports. The Engineer shall provide all information and reports required by the Regulations or directives issued pursuant thereto and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Sponsor or the Federal Aviation Administration (FAA) to be pertinent to ascertain compliance with such Regulations, orders, and instructions. Where any information required of the Engineer is in the exclusive possession of another who fails or refuses to furnish this information, the Engineer shall so certify to the Sponsor or the FAA, as appropriate, and shall set forth what efforts it has made to obtain the information. e. Sanctions for Noncompliance. In the event of the Engineer's noncompliance with the nondiscrimination provisions of this contract, the Sponsor shall impose such contract sanctions as it or the FAA may determine to be appropriate, including, but not limited to withholding of payments to the Engineer under the contract until the Engineer complies, and/or cancellation, termination, or suspension of the contract, in whole or in part. 3. The Engineer has formulated, adopted, and actively maintains an affirmative action plan in compliance with Executive Order No. 11246 entitled, "Affirmative Action to Ensure Equal Employment Opportunity", and to the provisions of Department of Transportation Regulations 49 CFR Part 26, entitled "Disadvantaged Business Enterprise Participation." The Engineer does not discriminate on the basis of race, color, religion, creed, national origin, sex or age. Goals and targets are specified in the affirmative action plan to assure its implementation. 4. All services performed shall be in conformance with any and all applicable roles and regulations of the Federal Aviation Administration. 5. Reasons for which this agreement may be terminated for default include, but are not limited to, sub-standard or uncompleted work by the Engineer, lack of diligence by either party, inability to meet specified time constraints by either party, or failure of the Sponsor to provide civil, structural, mechanical, or other details of systems existing at the site. 6. Termination of Contract a. This contract is for a term of five (5) years commencing on the date the contract is executed. This contract shall continue through the completion of any amendments that maybe executed under this contract. Under no circumstances shall this contract continue through January 2008 and may be terminated earlier as follows: · The sponsor may, by written notice, terminate this contract in whole or in part at any time, either for the Sponsor's convenience or because of failure to full fill the contract obligations. Upon receipt of such notice, services shall be immediately discontinued (unless the notice directs otherwise) and all materials in a form acceptable to the Sponsor as may have been accumulated in performing this contract, whether completed or in progress, delivered to the Sponsor. · If the termination is for the convenience of the Sponsor, an equitable adjustment in the contract price shall be made, but no amount shall be allowed for anticipated profit on unperformed services. · If the termination is due to failure to fulfill the Engineer's obligations, the Sponsor may take over the work and prosecute the same to completion by contract or otherwise. In such case, the Engineer shall be liable to the Sponsor for any additional cost occasioned to the Sponsor thereby. 6 · If, after notice of termination for failure to fulfill contract obligations, it is determined that the Engineer had not so failed, the termination shall be deemed to have been effected for the convenience of the Sponsor. In such event, adjustment in the contract price shall be made as provided in Paragraph 2 of this clause. · The rights and remedies of the Sponsor provided in this clause are in addition to any other rights and remedies provided by law or under this contract. b. For cause by either party upon seven (7) days prior written notice. Cause means failure of either party to substantially perform in accordance with this Contract through no fault of the other party and includes but is not limited to the failure to meet specified time limits by either party or inferior or uncompleted work by Engineer. c. Without cause or penalty by the Sponsor at any time upon ten (10) days prior written notice to Engineer. Termination by Sponsor shall not give rise to any claim for damages or other claim or remedy by Engineer either legal, equitable or administrative, except for services performed by Engineer prior to the date of termination. 7. Ownership of Project Documents. The final plans and specifications shall be the property of the Pitkin County; the Sponsor will be provided one (1) set of printed plans and one (1) set electronic data in form acceptable to Pitkin County. Sponsor may use those plans in any manner he wishes, provided the Sponsor agrees to save and hold the Engineer harmless for any liability resulting from such reuse, unless the Engineer's services are engaged in the repeated project or projects. The Sponsor may obtain other project documents including estimates, survey notes and daily construction reports upon request. 8. Breach of Contract Terms, Sanctions. Any violation or breach of the terms of this contract on the part of any or all of the Engineer's subcontractors may also result in the suspension or termination of this contract or such other action which may be necessary to enforce the rights of the parties of this agreement. 9. The Agreement consists of the documents listed below and references to Contract, Contract Documents, or Agreement includes all such documents. In the event that any provision of one Contract Document conflicts with the provision of another, the provision in the Contract Document listed first below shall govern, except as otherwise specifically stated. A. Pitkin County Engineering Consultant Contract (Agreement); B. Amendments to the Engineering Contract; C. County Required Clauses; D. Request for Qualifications; E. Proposal; 7 F. Notice of Award; G. Notice to Proceed; H. Project Drawings and Specifications; I. Any modifications, change orders, shop drawings, schedule of values, or other such revisions properly submitted and accepted or authorized after the execution of this Agreement; I1. The Sponsor agrees that: 1. The Sponsor shall make available to the Engineer all technical data, that is in the Sponsor's possession including maps, surveys, property descriptions, borings, and other information required by the Engineer in relation to his work. 2. The Sponsor agrees to cooperate with the Engineer in the approval of all plans and specifications, or should they disapprove of any part of said plans and specifications, shall make a timely decision in order that no undue expense will be caused the Engineer because of lack of decisions. If the Engineer is caused to incur other expenses such as extra drafting, due to changes ordered by the Sponsor after completion and approval of the plans and specifications, the Engineer shall be equitably paid for such extra expenses and services involved. 3. The Sponsor shall pay publishing costs for advertisements of notices, public hearings, requests for bids, and other similar items; shall pay for all permits and licenses that may be required by local, state, or federal authorities; and shall secure the necessary land, easements, and right of way required for the project. III. Fees for services listed under Article II will be negotiated at a later date when the project scope is defined. These fees will be formalized by means of an amendment to this contract. IV. The Engineer agrees to perform said services and work to carry out the provisions of this contract in a good and workmanlike manner. V. Liability: Each party will indemnify, and hold harmless the other party from and against all liability, damage, loss, cost and expenses, including reasonable attorney's fees, on account of injury or damage to persons or property occurring or occasioned by facilities owned or controlled by such indemnifying party on or arising out of or resulting from the performance of work and services by such indemnifying party, but only to the extent caused by the negligent acts or omissions of the indemnifying party, anyone directly or indirectly employed by the indemnifying party and anyone for whose acts the indemnifying party may be liable. VI. An opinion of construction costs prepared by the Engineer represents his judgment as design professional and is supplied for Sponsor's guidance. Since the Engineer has no control over the cost of labor and material, or over competitive bidding or market conditions, the Engineer does not guarantee the accuracy of its opinion as compared to contractor bids or actual cost to the Sponsor. 01/02/2003 10:32 FAX CARTER BURGESS-DENVER ~002 IN WITNESS WHEREOF, the parties hereto have affixed their signatures this /~, -.v of ~SA/f~_ ~.~, 2003. SPONSOR: BOA~ OF CO~TY CO~I~IONE~ PITON COUNt, COLO~DO Deity County ~rk PITON CO~TY, COLO~DO ENGINEER: N~e of the Company County ~anager printed Name of the Au~ofized Representative ' .' .' -' -'.' 2~ e~d~[ ~. ~ ~3 ~ ~ .'.'.... ·..'..'..'..'. -'. By: ~ ~ ~~ t-z-o~ ~tCf'r ~5~0~'7 ':':';':':':':':'; ......... ~,c,ames P. Elw~d, A.A.E. Date Director of Aviation By: - Date APPROVED AS TO B~GET: ~om~ C. Oken Date Administrative Services Di~tor APPROVED AS TO FORM: ~John Ely, ~ Date County Attorney By: ,_.~.sl~ ~an~g~n~n ~. Date IN WITNESS WHEREOF, the parties hereto have affixed their signatures this of ,2003. SPONSOR: BOARD OF COUNTY COMMISSIONERS PITKIN COUNTY, COLORADO ATTEST: By: Jack Hatfield, Chair Date Jeanette Jones, Date Deputy County Clerk PITKIN COUNTY, COLORADO ENGINEER: Name of the Company Hilary Fletcher Smith, Date County Manager Printed Name of the Authorized Representative Jame P. lwood, Date Director of Aviation By: Date APPROVED AS TO B~GET: By: Thomas C. Oken Date Administrative Services Director APPROVED AS TO FORM: By: John Ely, Date County Attorney By: Risk Management Date REQUIRED CLAUSES For purposes of these required clauses? "Contractor" means the proposer or other party who may eventually enter into a contract with the County. The Proposer shall be subject to the l¥11owing provisions: 1. COMPLIANCE WITH PROCUREMENT CODE AND APPLICABLE STATE CONTRACTING LAW A. The contractor acknowledges that this Agreement is entered into subject to the requirements of the "Pitkin County Procurement Code," (Section 8.5 of the Pitkin County Home Rule Charter, Ordinance # 00-18, approved April 26, 2000). As such, the Contractor agrees to comply with all requirements of said Procurement Code, and such requirements are incorporated herein by this reference. B. The Contractor shall immediately notify the County Manager in writing of any violation of said Code or statutes by the County's employees or agents, which violation(s) is known or should have been known by him, and failure to so notify the County of any violation(s) within five (5) days of knowledge of such violations shall be considered a breach of this Agreement. Further, such failure to notify the County of violation of the Procurement Code or statutes within five (5) days of knowledge shall be deemed a waiver of any action or defense that the Contractor may have against the County by reason of such violation of the Procurement Code or statutes. 2. WARRANTIES AGAINST CONTINGENT FEES, GRATUITIES, KICKBACKS AND CONFLICT OF INTEREST A. Covenant Against Contingent Fees. The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. B. Gratuities Prohibited. The Contractor agrees not to give any employee or former employee of Pitkin County a gratuity or any offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to this Contract or Subcontract, or to any solicitation or proposal therefor. C. Gratuity means a payment, loan, subscription, advance deposit of money, services, or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is received. D. Kickbacks Prohibited. It shall be a breach of Contract for any payment, gratuity, or offer of employment to be made by or on behalf of a subcontractor under a contract to the prime contractor or higher tier subcontractor or any person associated therewith, as an inducement for the award of a subcontract or order. The Contractor is prohibited from inducing, by any means, any person employed under this Contract to give up any part of the compensation to which he/she is otherwise entitled. The Contractor shall comply with all applicable local, state and federal "anti-kickback" statutes or regulations. ,0 E. Conflict of Interest Prohibited. No official, officer, employee or representative of the County during the term of this Contract or one (1) year thereafter shall have any interest, direct or indirect, in this Contract or the proceeds thereof. (Additional restrictions on present and former employees of County are found in Article 7 of the Procurement Code). F. Sub-Contract Clause. The prohibitions against contingent fees, gratuities, kickbacks and conflict of interest prescribed in this Contract shall be made a condition of and conspicuously set forth in every sub-contract and solicitation therefor. G. Conspicuously means written in such special or distinctive format, print, or manner that a reasonable person against whom it is to operate ought to have noticed it. H. Remedies. In addition to other remedies it may have for breach of the prohibitions against contingent fees, gratuities, kickbacks and conflict of interest, the County shall have the right to: (1) Terminate this Contract without liability by the County; (2) Debar or suspend the offending parties from being a contractor or sub-contractor under County contracts; (3) Deduct from the contract price or consideration, or otherwise recover, the value of anything transferred or received by the Contractor; and (4) Recover such value from the other offending parties. 3. EQUAL EMPLOYMENT OPPORTUNITY AND DISADVANTAGED/MINORITY/WOMEN BUSINESS ENTERPRISES (DBE/MBE/WBE) A. Pursuant to local, state and/or federal anti-discrimination and affn'mative action programs, contractor shall meet all applicable requirements with respect to employment and subcontracting in connection with Disadvantages/Minority/Women individuals and enterprises (DMFdMB~BE). B. In connection with the execution and administration of this Contract, and any subcontracts, the Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, handicap or status as a veteran. C. In connection with the performance of this Contract, the Contractor will cooperate with the County in meeting the County's commitments and goals with regard to the maximum utilization of disadvantaged, minority and women business enterprises and will use its best efforts to ensure that such business enterprises shall have the maximum practicable opportunity to compete for employment and/or subcontract work, if any, under this Contract. D. The Contractor will furnish all necessary information and reports and will permit access to its books, records, and accounts by Pitkin County for purpose of investigation to ascertain compliance with the nondiscrimination/affirmative action provisions of any resultant contract. E. Employment Data and Affirmative Action Plan. If requested, the Contractor agrees to submit on an Employment Data Form to be provided by the County, the data showing the utilization of disadvantaged persons, minorities and women by job category within its organization. Where the Contractor has fifty (50) or more employees or it is participating in contracts with the County which exceed Fifty-Thousand ($50,000.00) Dollars, an Affirmative Action Plan must be submitted to the County when requested by the County Attorney's Office within ten (10) days after selection. F. Noncompliance. In the event of the Contractor's noncompliance with the nondiscrimination/ affirmative action provisions of any resultant contract, Pitkin County shall impose such contract sanctions as it may determine to be appropriate, including, but not limited to: (1) Withholding of payments under the Contract until the Contractor complies, and/or (2) Cancellation, termination, or suspension of the Contract, in whole or in part. 4. TERMINATION FOR DEFAULT OR FOR CONVENIENCE OF COUNTY A. The performance of work under the Contract may be terminated by the County: (1) Whenever the Contractor shall default in performance of this Contract in accordance with its terms, and fails to cure or show cause why such failure to perform should be excused within ten (10) days (or longer as the County may allow or shorter, but not less than three (3) days, for failure to provide proof of insurance or maintenance of any dangerous condition) after hand-delivery or mailing to the Contractor of a notice specifying the default. If mailed, said notice shall be sent by certified mail, return receipt requested, to the address specified herein for the Contractor. The Contractor shall not be in default by reasons of any failure in performance of this Contract in accordance with its terms if such failure arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to, acts of God, natural disasters, strikes, or freight embargoes, but in every case the failure to perform must be beyond the control and without the fault or negligence of the Contractor. Upon request of the Contractor, the County shall ascertain the facts and failure, and, if the County shall determine that any failure to perform constituted a valid commercial excuse, the performance shall be revised accordingly and notice of default withdrawn; or (2) Whenever for any reason and in its sole discretion the County shall determine that such termination is in its best interest and convenience. B. Notice of Termination. In the event of termination for the convenience of the County, the County shall deliver to the Contractor a written notice of termination, specifying the reasons therefor, and the effective date of such termination. The effective date shall not be earlier than the date of hand-delivery or the date of mailing of the notice, plus three (3) business days. The notice of termination shall be sent regular first-class mail to the address of the Contractor herein provided. C. Termination Procedure. After the effective date of the notice of termination for default or for the convenience of the County, unless otherwise directed by the County, the Contractor shall: (1) Stop work under the Contract on the date specified in the notice of termination. (2) Place no further orders for materials, services or facilities. (3) Terminate all orders and subcontractors to the extent that they relate to the performance of work terminated by the notice of termination. (4) With the approval or ratification of the County, settle all outstanding liabilities and all claims arising out of such termination on orders or subcontracts, the cost of which would be compensable or reimbursable in whole or in part in accordance with this Contract. D. Termination Payment. After the effective date of a notice of termination for the convenience of the County, the Contractor shall submit to the County his termination claim in the form of a final invoice in accordance with the provisions in "Method of Payment," including costs incurred to the date of termination, and costs incurred because of termination, which termination costs shall not exceed 10% of the total amount of proposal; provided, however, that in the event of default by the Contractor, no extra costs incurred because of termination shall be paid to the Contractor and any costs paid shall not be a waiver of any claim, counterclaim or set-off by the County against the Contractor on account of any default. Such claim must be submitted promptly, but in no event later than thirty (30) days from the effective date of termination, unless one or more extensions are granted in writing by the County. Upon the Contractor's failure to submit a claim in the time allowed, the County may review the information available to it and determine the amount due the Contractor, if any, and pay the Contractor the amount as determined. E. Termination Settlement. Subject to Paragraph 4.D., the Contractor and County may negotiate the whole or any part of the amount or amounts to be paid, upon termination for default or for the convenience of the County. F. Remedies. The Contractor shall have the right of appeal from any determination made by the County under "Termination for Default or for Convenience of County;" except that if the Contractor has failed to submit his claim within the time provided in Paragraph 4.D., above, and has [ailed to properly request extension, he shall have no such right of appeal. In any case where the County has made a determination of the amount due under Paragraphs 4.D. or 4.E., above, the County shall pay the Contractor: (1) the amount the County has determined if there is no right to appeal or if no timely appeal has been taken, or (2) the amount finally determined on such appeal if an appeal has been taken. G. Method of Appeal. If the Contractor disagrees with the County's determination under Paragraphs 4.D. or 4.E., he can appeal this decision in writing to the County. Such appeal must be made within twenty (20) days of receipt in writing of the County's determination. The County shall have twenty (20) days in which to respond in writing to the appeal. The County's response shall be final and conclusive unless within thirty (30) days from the date of receipt of such response the Contractor submits the dispute to a court of competent jurisdiction or submits a demand for arbitration if required by the Contract Documents. 5. INTEGRATION AND MODIFICATION A. This Contract constitutes the full and complete agreement of the parties and supersedes or incorporates any prior written and oral agreements of the parties. In addition, the Contractor understands that unless the contract is for goods or services of a value less than $25,000, no County official or employee, other than the Board of County Commissioners acting as a body at a Board meeting, has authority to enter into a contract or to modify the terms of this contract on behalf of the County. Any such contract or modification to this contract must be in writing and be executed by the parties hereto. B. With respect to change orders under the Contract, the County and the Contractor shall process and approve/disapprove requests for change orders as otherwise provided in this Contract, subject to the requirements of the Procurement Code and the Finance Office. 6. INDEMNITY A. Each party will indemnify, and hold harmless the other party from and against all liability, damage, loss, cost and expenses, including reasonable attorney's fees, on account of injury or damage to persons or property occurring or occasioned by facilities owned or controlled by such indemnifying party on or arising out of or resulting from the performance of work and services by such indemnifying party, but only to the extent caused by the negligent acts or omissions of the indemnifying party, anyone directly or indirectly employed by the indemnifying party and anyone for whose acts the indemnifying party may be liable. B. The Contractor further shall investigate, process, respond to, adjust, provide defense for and defend, pay or settle all claims, demands, or lawsuits related to or arising out of contractor's negligent, reckless, or otherwise wrongful acts or omissions at its sole expense and shall bear all other costs and expenses related thereto. 7. INSURANCE A. In whole or in part, the Contractor shall secure and maintain for the term of its contractual relationship with the County such insurance policies, from companies licensed in the State of Colorado, as will protect itself, the County and others as specified, from claims for bodily injuries, death, personal injury or property damage, which may arise out of or result from the Contractor's acts, errors or omissions. The following insurance coverage, at or above the limits indicated and including such endorsements as are indicated by an "X", are required: (1) Statutory Workers' Compensation: Colorado statutory minimums (2) Commercial General Liability - ISO 1998 Form or equivalent (County must be named as additional insured) Each Occurrence Limit $2,000,000.00 General Aggregate Limit $3,500,000.00 Products/Completed Operations Aggregate Limit $2,000,000.00 Fire Damage (any one fire) $2,000,000.00 Medical Expenses (any one person) $10,000.00 Comprehensive Form (All risks) to include: X Premises/Operations X Underground, Explosion & Collapse Hazard X Products/Completed Operations X Contractual Liability X Independent Contractors and Subcontractors X Broad Form Property Damage X Personal Injury (3)Business Auto Coverage: Combined Single Limit Liability (each accident) $1,000,000.00 Coverage to include: X Any Auto All Owned Autos Hired Autos Non-Owned Autos Garage Liability (4) Special Coverages (check as appropriate): (1) Performance Bond 100% of contract Labor and Material Payment Bond 100% of contract X (2) Professional Errors and Omissions (3) Aircraft Liability (4) Owner's Protective (5) Builder's Risk amount of project .(6) Boiler and Machinery (7) Loss of Use Insurance (8) Pollution Liability 14 (9) ('rime. including Employee Dishonesty Coverage, or Fidelity Bond PROOF OF INSURANCE MUST BE SENT TO: C/O Aspen/Pitkin County Airport James P. Elwood, A.A.E. Director of Aviation 0233 E. Airport Road, Suite A Aspen, CO 81611 Fax: 970-920-5378 B. To provide evidence of the required insurance coverages, copies of Certificates of Insurance in a form acceptable to the County shall be filed with the Procurement Officer no later than ten (10) calendar days prior to commencement of operations affecting the County. Failure to file or maintain acceptable Certificates of Insurance with the County is agreed to be a material breach of any contract and grounds for rescission or termination. These Certificates of Insurance shall contain a provision that coverage afforded under the policies will not be canceled or materially altered unless at least thirty (30) calendar days prior written notice by certified mail, return receipt requested (effective upon proper mailing), has been sent to the County (through the Procurement Officer). (For purposes of this provision, "materially altered" shall mean a change affecting the coverage's required herein, including a change to policy limits as set out in the then-current policy declarations page). Simultaneously with the Certificates if Insurance, the Contractor shall file with the County (and promptly, update, as necessary) a certified statement as to claims pending against the required coverage's, reserves established on account of such claims, defense costs expended and amounts remaining on policy limits. C. In addition, these Certificates of Insurance shall contain the following clauses: (1) The clause "other insurance provisions," in a policy in which the County of Pitkin holds a Certificate, shall not apply to the County of Pitkin. (2) 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. (3)Any and all deductibles in the above-described insurance policies shall be assumed by and be for the amount of, and at the sole expense of the Contractor. (4) Location of operations shall be: "all operations and locations at which work for the referenced Project is being done." D. 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 Agreement or thereafter. E. The County reserves the right to request and receive a copy of any policy and any policy endorsement. 8. EXEMPTIONS AND PREFERENCES A. All purchases of construction or building or any other materials for any 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. B. Pursuant to state statute and to the extent permitted by law, Colorado labor shall be employed to perform the work to the extent of not less than eighty percent (80%) of each type or class of labor employed on such project; except for highway construction, which is snbject to C.R.S. 43-2-208, which provides that all laborers shall be bona fide residents of Colorado with a preference to residents of the County where the work is performed. ~ C. Preference is given, to the extent permitted by law, to: '~materials, supplies and provisions produced, manufactured or grown in Colorado, quality being at least equal to materials, supplies and provisions from outside the state; and to local (Roaring Fork Valley) services and labor of quality at least equal to non-local services and labor. 9. RECORDS The Contractor shall maintain comprehensive, complete and accurate books, records, and documents concerning its performance relating to this Project for a period of three (3) years after final payment on the Project and the County shall have the right within the three-year period to inspect and audit these books, records and documents, upon demand, in a reasonable manner and at reasonable times, for the purpose of determining, by accepted accounting and auditing standards, compliance with all provisions of the Contract and applicable law. 10. SUCCESSORS AND ASSIGNS This Agreement and all of the covenants hereof shall ensure to the benefit of and be binding upon the County and the Contractor respectively and their agents, representatives, employees, successors, assigns and legal representatives. Neither the County nor the Contractor shall have the right to assign or transfer its interest or obligations hereunder without the written consent of the other party, which consent shall not be unreasonably withheld. 11. THIRD PARTIES This Agreement does not and shall not be deemed or construed to confer upon or grant to any third party or parties, except to parties to whom Contractor or County may assign this Agreement in accordance with the specific written permission, any rights to claim damages or to bring any suit, action or other proceeding against either the County or Contractor because of any breach hereof or because of any of the terms, covenants, agreements or conditions herein contained. 12. AGREEMENT 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. 13. ATTORNEY'S FEES In the event that legal action is necessary to enforce any of the provisions of this Agreement, the prevailing party shall be entitled to its costs and reasonable attorney's fees. 14. NOTICES Unless otherwise provided in the Contract Documents, all notices under the Agreement shall be sent certified mail, return receipt requested, and shall be effective upon receipt or three (3) business days after mailing, whichever is first. 15. 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 $150,000.00 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 these Required Clause or any other Contract Document 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. 16. CURRENT YEAR OBLIGATIONS The parties acknowledge and agree that any pay ments provided for hereunder or requirements for future appropriations shall constitute only currently budgeted expenditures of Pitkin County. Pitkin County's obligations under this Agreement 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 agreement shall constitute a mandatory charge or requirement in any ensuing fiscal year beyond the then current fiscal year of Pitkin County. No provision of this agreement 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 agreement 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 agreement 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 agreement restrict the future issuance of Pitkin County's bonds or any obligations payable from any class or source of Pitkin County's money.