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HomeMy WebLinkAboutbocc.con.120.2003 CHECK LIST FOR CONTRACTS SUBMITTED TO CLERK AND RECORDER FOR SCANNING/ARCHIVING Originating Department/Division: Pitkin County Public Works/Project Management Contact Person: Jodi Smith. Project Manaoer Phone#: 920-5396 or 618-3717 ~ BOCC AGENDA ITEM (BOCC signature required) __ STAFF AUTHORIZED SIGNATURE (as per Procurement Code) Check Contract Type: Dollar Amount: [ ~/'~"~ , ~t'DC~ )(Services Intergovernmental Agreement __Maintenance STAFF AUTI-IO~It~iL~' (Requires BOCCAction) ~License/Use SIGNATURE Non Profit __Lease ~ Quasi-Public Construction Grant Agreements (Requires BOCC Action) Purchase Other __Employment Signatures Required: COlq'rl::~{~T # I ZO "~O ~,~ Under 25K - Department Head 25-50K - Department Head (if appropriate), Section Leader Over 50 K - Department Head (if appropriate), Section Leader, County Manager Contractor/Business (Complete Name): ~'~'). [ .,,~'-v-x,.,-,,~,~~ ~L.~LS' , /~, ~ Contract Start Date: 4~/f C'~ Contract End Date: ~--'¢~0<-/~ ' Automatic Renewal (Y/N): / ~ ~--c//~.~ '~Tg~ All Contracts should be proofed for the following: · No Pages Missing · If a Page is Left Intentionally Blank - Note on Page · Page numbered consecutively · All Signatures Affixed · All Dates Filled In · All Other Blanks Filled In · All Exhibits Attached · All Legal Descriptions Attached (if appropriate) · Notice of Awar~oceed Attached (if appropriate) Se/0~6~erk and Re~_~d~ for Scanning/Archiving k.~ ~/~ J ~'D.~ Date: ~ /V~-(~ Author~d Staff ~-~rson~ Signatui~6f authorized staff person indicates that document has been proofed and ready for scanning. Note: Clerk's Office will keep original documents in compliance with Colorado State Archives retainage schedule. STAFF AUTHORIZED SIGNATURE CONTRACT AGREEMENT FOR PROVISION OF SERVICES THIS AGREEMENT FOR PROVISION OF SERVICES (tht~ "Agreement") is made and entered by and between Pitkin County. Board of Countx Commissioners ("Pitkin County") and Diamond Kips, Inc. 204 Park Avenue. Suite IG. Basalt, Colorado 81621 (t)7/I) 7/~4-1953 (hereinafter "Contractor"). 1. Purpose. The purpose of this Agreement is to provide ANNUAL WIND()V*' CLEANING SERVICES for thc following facilities: Pitkin Count3' Courthouse, Pitkin County Courthouse Plaza, Jail, Library, Health and Human Services, Public W'orks, Airport, Airline Terminal, Airport Aircraft Rescue and Firefighters Facility, and the County Landfill. 2. Term. The term of this Agreement is from April 1, 2003 to April 1. 2004. At the expiration of the initial term. This agreement is effecti' :' for one year from the date on the service agreement. At the option of the County, the AgreemenI may be extended for additional one-year periods not to exceed four (4) additional one-year periods. Pricing changes shall be negotiated by and agreed upon by both parties and ma5' not exceed the Counties budget. Written notice of renewal shall be provided to the Service Provider and mail no later than ninety (90) days prior to the contract end. 3. Contractor's Obligations. Contractor shall provide annual Window Cleaning services for Pitkin County facilities. 4. Compensation and Expenses, Invoicing and Payment. The County shall pay the Contractor for performance of services hereunder. Payment of invoices submitted by Contractor hereunder is contingent upon completion of each task to the satisfaction of the County. Invoices :,hall itemize specific work done to complete the task, and include receipts for all reimbursable items. Within thirty (30) days of receipt of an invoice and approval thereof as required hereunder, payment shall be made by the County. Reimbursable expenses are zero. In no event shall the total charges for services and reimbursements exceed Ten Thousand Dollars ($10,000) per year, per proposed prices on Exhibit A. In the event the Contractor incurs time and expenses above said amount, no compensation for said additional time and expenses shall be required to be paid by the County without written authorization by the County. 5. County's Exclusive Ownership of Work Product. All work produced pursuant to this Agreement becomes the property of Pi tkin County. 6. Pitkin County's Obligations. Pitkin County shall administer this Agreement through a County Representative. Jodi Smith, County Project Manager will manage the project as the County's Representative. In the event that Jodi is not available, Temple Glassier, Public Works Deputy Director shall assume the County Representative's duties. The services provided and products delivered by the Contractor under this Agreement will be subject to review b) the County's Representatives, or a designee, for compliance herewith. Tht. review comments< o2 tiao' t,ount ~, Rer~rescntativc m~' t~,, reported ~p writin~ as neeue(! 1( thc Contractor. To Drevcn2. an unrcasonamc dciax in liar ~,,,ontlacto:" '~,, work, thy Counlx's Representative will endeavor tt~ exam~m: all daliverai~tc prorlucts and other ctocuments an0 wil} accept sam:; and authorize p~tymenl o:-wilt specify necessarx changes within ten (10) working days of receipt of such documents. 7. Cancellation. In addition to the righl o~' termination referenced in Required Clauses hereto, Pitkin County reserves thc right to cancel this Agreement for unsatisfactory performance of Contractor's obligations as determined bx Pitkin County in its sole discretion. upon written notice to Contractor as provided in Paragraph i 1 herein. 8. Required Clauses. Pitkin County's Required Clauses, including provisions for insurance and indemnification, are attached hereto and incorporated by this reference. 9. 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 an5' 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 Agreement, 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. 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. 10. Assignablilit,,,. This Agreement is not assignable by either party. 11. Severability. If any clause, provision, subsection, Section or Article of the Agreement shall be held to be invalid, illegal or unenforceable for any reason, the invalidity, illegality or unenforceability of such clause, provision, subsection, Section or Article shall not affect any of the remaining provisions of the Agreement. 12. Notice. Any written notice required by this Agreement shall be deemed delivered on the happening of any of the following: (1) hand delivery to the person at the address below; (2) delivery by facsimile with confirmation of receipt to the fax number below; or (3) within three (3) days of being sent certified first class mail, postage prepaid, return receipt requested addressed as follows: ~I'{, Pitkm Count' with copies m: 3odi Smith. County Prqiect iVianage~ Pitkip Counl,. Attorns3 's Office 7f~ Service Center Road 53(~ E. Mare Street. #302 Aspen. Colorado 81 t~i I Aspen. Coiorado Fax: 97(I-92(i-~374 Fax: (970) b. To Contractor: Diamond Kips. Inc. 204 Park Avenue. Suite 1G Basalt. Colorado 81621 Fax: 970-927-5509 13. Modification. This Agreement may only be modified by written agreement of both parties hereto. Any modifications hereof are subject to the requirements of the Pitkin County Procurement Code and the Required Clauses attached hereto. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set out herein above. CONTRAC_. ;'.~AMOND KIPS, INC resident ~id Koski, Corporate Secretary Date PITKIN COUNTY: t'" Jodi~-~h"7- ' Date "'~leemple ~assier~/' (.,/ Date County'Project Manager Public Works Deputy Director R:~visec 2.'2(~/02 REOUIR ) TLAUSES For purposes oJ'these Required Clauses. "Contractor" means Diamond Kips, Inc. Contractor shall be subject to the tollowing provisions: 1. COMPLIANCE WITH PROCUREMENT CODE AND APPLICABLE STATE CON- TRACTING LAW A. The Contractor acknowledges that this Agreemenl is entered into subject tr, the requirements of the "Pitkin County Procurement Code.' (Section $.5 of the Pitkin County Home Rule Charter, Ordinance # (10-IS. approved April 26. 200(~). 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 notif? 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 as 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 Agreement 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 Agreement, 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 Agreement 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 inciucemen: ~ thy award ola suBcontruc: o:' order. Tl~c Contracto: i5, proifit~ited Iron; in0ucmg, bx an,,' means, an?' person emr)loved under/hi'- Agreemen: to give u,r) an!.' pari oi' the compensation tr~ whici-, ne/shv is oti~erwise entitled. Thc Contractor shall comply witr~ all applicable local, statt~ and federa! ' anti-kickback" statutes or regulations. E. Conflict of interesl Prohibited. No official, officer, employee or representative of the Count}, during rtl:: term of this Agreemenl or one (1 } year thereafter shall have am interest, direct or indirect, in this Contract or the t~roceeds thereof. (Additional restrictions on presenl 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 Agreement shall be made a condition of and con- spicuously set forth in eveD' 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 lo 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 Agreement 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 othem,ise 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 affirmative action programs, contractor shall meet all applicable requirements with respect to employment and subcontracting in connection with Disadvantages/Minority/Women .individuals and enterprises (DME/MBE/WBE). B. In connection with the execution and administration of this Agreement, 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 cormection with the performance of this Agreement, 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 Agreement. D. Tn~ Contracto:~ wil; furmsi' all nccessar' iniormatiot~ and reDort~- ant will 'oermi access t(, its, Dookh. recoras, and account:- D' Pitkil: Count'. ior pumose of investigation ascertain comoiiancc witt; th,,' i~ondiscriminatiolvaffirmativc actim, provisiom, of am resultant contract. E. Employment Data and Affirmative Action Plan. If requested, thc Contractor agrees to submit on an Emlotovmenl Data Perm to t)t: provided bx the County. the data showing the utilization o1' disadOantaged persons, minorities anti women b5 job category within its organization. Where the Contractor has filly (5(}) or more employees or it is participating in contracts with thc County, which exceed Fifty-Thousand ($50.{}00.00) Dollars, an Affirmative Action Plan must be submitted to thc Count}' wimn requested by the Counl? Attorney's Office within ten (10) davs after selection. F. Noncompliance. In the event of thc 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 Agreement until the Contractor complies, and/or (2) Cancellation, termination, or suspension of the Agreement, in whole or in part. 4. TERMINATION FOR DEFAULT OR FOR CONVENIENCE OF COUNTY A. In addition to the right of cancellation referenced in Paragraph 7 of the Agreement, the performance of work under the Agreement may be terminated by Pitkin County: (1) Whenever the Contractor shall default in performance of this Agreement 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, facsimile or mailing to the Contractor of a notice specifying the default as provided in Paragraph 11 of the Agreement. The Contractor shall not be in default by reasons of any failure in performance of this Agreement 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. I5. Notict of' Termination. l~ th'~ even: ol termination, tilt (.ounp, snal; deliver t~ th~' Contractor a writter, notice oi' term~nauon, st~eciiym7 thc reason:, therelo:, anc~ tm' effec- tive date ol such terminauol:. The effective uatc shall not be earlier that~ thc dar: of' hand- deliver.~, facsimile or the date of mailing o! the notice, as provided in Paragraph l J oi' the Agreement. C. Termination Procedure. Alter the effective date of the notice of cancellation, termi- nation for default or ior the convenience oJ' the CounLv. unless otherwise directed bx the Count}, the Contracior shall: (1) Stop work under the Agreement 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 exteni that they relate to the performance of work terminated by the notice of termination. (4) With the approval or ratification of the Count}', 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 Agreement. D. Termination Payment. After the effective date of a notice of termination for the convenience of the County, the Contractor shall submit to the Count}' his tem~ination 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 nol 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 dcfault. Such claim must be submitted pro-nptly, 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 cl:~;"~ 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, if an}', upon cancellation, 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 Count} under "Cancellation or 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 failed 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 Count}, 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. Meti~oci oi ApDeai. I! thc Ctmtracto: disagrees witr: tnt County', determinatior unrier Paragraphs 4.D. o:' ,-i.E.. in,~ cra; appcai thi:, decisit)n it: ;vriting t() tnt. Countx. Suci appeal muse bt: made withil ~wcn~,. (20~ clay: ol receip[ ih writing of tilt determinatioit. Thc County shatl have twent, (20~ days ir which t(~ respond i~ writing thc appeal. Tht' County's response shall bc fmai and conclusive unless within thirtx (30~ davs from ti~e date o,~ rcceipl oi suci'~ resvonst tilt' C;ontractor submits thc dispute court ot' competem jurisdiction or submits e~ demand for arbitration ii' required bx thc Contract Documents. 5. INTEGRATION AND MODIFICATION A. The Agreement constitutes the full and complete agreement of the parties and supersedes or incorporales any prior written and oral agreements of the parties. In addition, the Contractor understands that unless thc contract is for goods or services of a value less than $50.000, 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 contracl or to modify the terms of the Agreement on behalf of the County. Any such contract or modification to this Agreement must be in writing and be executed by the parties hereto. B. With respect to change orders under the Agreement, the County and the Contractor shall process and approve/disapprove requests for change orders as otherwise provided in this Agreement, subject to the requirements of the Procurement Code and the Finance Office. 6. INDEMNITY A. The Contractor (including, by definition here and hereinafter, its officials, employees, agents and representatives, subcontractors and suppliers), shall and hereby does release, discharge, indemnify and hold harmless the County of Pitkin and its officials, employees, agents and representatives from and against liability for any claim, demand, loss, damages, penalty, judg~nent, expenses, costs (including costs of investiga- tion and defense), fees (including reasonable attornev and expert witness fees) or compensation in any form or kind whatsoever for any bodily injury, death, personal injury or property damage arising out of or in connection with any negligent act, intentional act, error or omission by the Contractor, and for any consequential liability alleged to accrue against the Count}' on account of the Contractor's acts, errors or omissions; provided, however, that such indemnity shall not be construed as an indemnity for bodily injury or property damage arising from the sole negligence of the County or its employees. 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. 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 oI o? result iron-, thc' Contractors acts,, errors, o: omissions,. Tm iollowing insuranct coveraoc, a: o: above tnt limit:- mdicatec ant! inciudina suet~ enciorsements as arc indicmed bx an "X". arc requircc: (1., Statutory %orkers' Compensation: Colorado statutory minimums (2! Commercial General Liaf)ility - ISO t998 Form or equivatem (Count}' named additional insured; Each Occurrence Limit $1.0(}0.(}0(}.0(1 General Aggregate Limil Products/Completed Operations Aggregate Limi! $2.0(10.000.0(~ Comprehensive Form (Alt risks) to include (place X by applicable provisions): X Premises/Operations Underground, Explosion & Collapse Hazard Products/Completed Operations 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 (place X by applicable provisions): X Any Auto Ail Owned Autos Hired Autos Non-Owned Autos Garage Liability (4)Special Coverages (check as appropriate and insert amount): (1) Performance Bond Labor and Material Payment Bond __.(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 (9) Crime, including Employee Dishonesty Coverage, or Fidelity Bond EVIDENCE OF INSURANCE SHOULD BE SENT TO: Pitkin County C/o Jodi Smith, County Project Manager 76 Service Center Road B. T( provide evidenc:: ol Iht' re0uired insuranc:: coverages, coDies oi' Certificates; oJ Insurance in a i~orm, acceptablt, to thc Count} shall bc filed with thc Count,, {througl~ thc Countx Representative) no later man te~: (101 calendar davs prior to commencement operations affecting ti~c County. t:'ailurt, to file or maintain acceptaNe Certificates ot Insurance with ths Count}' is agreed Ir, b~ a material breach of any contract and grounds for rescission or termination. These Certificates of insurance shall contain a provision that coverage afforded under thc policies will not be canceled or materially altered unless at least thirty (30) calendar days prior written notice by certified mail. return receipt request- ed leffective upon proper mailing), has been sent to the County (through the County's Risk Department). (For purposes of this provision, "materially altered" shall mean a change affecting the coverages required herein, including a change to policy limits as set out in the then-currenl policy declarations page). Simultaneously with the Certificates of Insurance, the Contractor shall file with the County's Risk Department (and promptly update, as necessary) 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. 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 Count}, 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 County's Representative at least fifteen (15) days prior to a policy's expiration date except for any policy expiring on the expiration date of this 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 this Agreement 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 ~vork to the extent of not less than eighty percent (80%) of each type o~ class of labor empioye~! (n; such pr(!iect: excepl ior highwax construction, which ~ subject t{~ C.R,S. 43-2-2(}~;. wnicr~ provides tna~ all lalaorers shall bc ~om: tidy residents 05 Colorado with at preference: t{~ residents oi' th',' Counlx where- thc work is periorm',:d. C. Preference is giver,,, to the extem permitted bx law. t<;: materials;, supplies and provisions produced, manufactured or grown in Colorado. quality being at lcasl equal to materials, supplies and r~rovisions from outside the state: and to local (Roaring Fork Valle>') services and labor of quality at least equal to non-local services and labor. 9. RECORDS The Contractor shall maintain comprehensive. :omplete and accurate books, records, and documents concerning its performance relating to this Agreement for a period of three (3) years after final paymeni under the A~eement and the Count}' 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 la'*'. 10. 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, agree- ments or conditions herein contained. 11. 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. 12. 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. 13. 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 the 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. CURRENT YEAI:: OBLI .JATION5 Th: parties acknowledgt: anti agret tidal an, payments Drovictecl Jo:' nereunoe:' requirements io: tutur: appropriation:-, slmll constitut,~ onix cnrrentl,, rmdgemc! expendi:L~re~, o~ Pitkin Countx. Pitkin (2)untv's obligations under this Agreemen~ ar'~ sui~.ject to Pitkm County's annual ngh~ t(, rmcigei ant appropriatt~ the sums necessarx provide thc serv ces set ibrtn herein. N(~ provisions of the Agrcemenl shall constitute mandator3 charge or requirement in an) ensuing fiscal veal" beyond the then curren~ fiscal year of Pitkin County. No provision o£ thc Agreement shall be construed or interpreted as creating a multiple-fiscal year direct or indirect debt or other financial obligatim~ of Pitkin County within the meaning ol am 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 o~'~ create a lien on an3, class or source of Pitkin County's moneys, nor shall any provision of this agreement restrict the future issuance o£ Pitkin County's bonds or any obligations payable from any class or source of Pitkin County's money. Pitkin County Public Works Annual Window Cleaning Proposal Annual Window Cleaning Services Proposal Proposer: Diamond Kip's, ~'nc. 204 Park Avenue, Suite 1G Basalt, CO 81621 (e) 704-1953 (F) 927-5509 office@diamondkips.com To: THE P1TK[N COUNTY BOARD OF COMMTSS[ONERS ,.. o 3odi Smith, County Project Manager 76 Service Center Road Aspen, Colorado 81611 Contract Timinq and Pri¢inq Pitkin County Courthouse Days to complete $1,760.00 (w/storms)*(~) $1,120.00 (w/o storms) Pitkin County Courthouse Plaza Days to complete $575.00 Pitkin County 3ail Days to complete $240.00 Pitkin County Library Days to complete $1,280.00 (w/storms)*c~) $960,00 (w/o storms) Pitkin County Health & Human Services Days to complete $1f040.00 Pitkin County Public Works Days to complete $640.00 Pitkin County Airport, Airport Terminal Days to complete $960.00 Pitkin County Airport~ ARFF Days to complete $210.00 Pitkin County Landfill Days to complete $85.oo * Clarification of Pricing and Cost Saving Alternatives During out site visit we noticed aftermarket storm windows on two of the buildings, the Courthouse and the Library. Depending on the cleaning approach used on these windows the resulting cost could vary dramatically. As the storm windows have not been specifically identified in the scope of services, we have therefore prepared alternate pricing models assuming the storm windows are in and out of scope. -13- Proposer: Diamond Kip's~ :[nc. Pitkin County Public Works Annual Window Cleaning Proposal Page 2 Accordingly, the pricing alternatives for the two affected buildings assume two cleaning scenarios; *(:L) a complete clean which includes removing the storm window and cleaning both sides of the storm window ~nd the interior of the fixed window, and *(2) a partial clean which includes cleaning only one side of the storm window without removing the storm and not cleaning the interior of the fixed window and the second side of the storm window. It is important to note that the remaining prices indicated above are based on the complete cleaning method. The scope difference noted above is one opportunity to reduce total cleaning costs in the long-term. [t is our suggestion to pursue the "complete" cleaning option on an as-needed basis. During the interim cycles, we suggest pursuing the "partial" storm cleaning process, thereby saving approximately $960 each cleaning cycle. The second cost saving option we suggest is the coordination of interim touch-up cleaning activities with local building maintenance staff. With the appropriate level of interim touch-up cleaning in high-traffic and excessive air or water-born waste areas, the number of annual full cleaning cycles can be reduced dramatically. We understand that on a selective basis this type of cleaning is already occurring at many of the facilities. It is our experience that with pro-active management of touch-up cleaning activities, we can reduce one or more full cleaning cycles during a year. Therefore, it is our recommendation to initiate formal and pro-active management of touch-up cleaning activities in all subject facilities. Section A - Statement of ab///ty and qua//ficat/ons of the Proposer to successfu//y comp~ere the contract, inc/uding pr/or experience of sim#ar projec~ and strength of respons/veness to The County needs and eff/c/ency in performing the work. Diamond Kip's, thC. is a locally owned and operated commercial and residential cleaning company which has been serving customers in the Roaring Fork Valley since 1974. Diamond Kip's is full service cleaning company with particular expertise in window cleaning, construction cleaning, commercial and janitorial cleaning, home care and maid services, and carpet and floor cleaning. During the past 29 years we have accumulated over 2 generations of experience in completing every imaginable type of commercial and residential window cleaning project. Specifically, our teams clean over 300,000 windows each year with estimated customer retention of over 85%. tn our construction cleaning segment we prepare and clean the windows in over 600,000 square feet of residential and commercial new construction each year. We maintain adequate labor resources to handle any size project. Even for the largest of the Pitkin County buildings, under most circumstances our team can complete the required work within one day. We can therefore minimize the impact and potential disturbance of County employees while completing the interior portion of the window cleaning work. To compliment our organizational knowledge of cleaning windows, we have a broad array of specialty window cleaning equipment to address the industry's toughest problems. Basic ladders ranging from 2' step ladders to 60' extension ladders that enable our team to complete required high work. We stock specialty poles, applicators and non-scratch abrasives which help remediate any natural or man- made material that may be present on the window surface. We own and deploy the Tucker System© which is a Iow-touch window washing system using pressurized de- ionized water to wash very small and hard-to-reach windows. We are accustomed to Proposer: Diamond Kip's, Inc. Pitkin County Pubtic Works Annual Window Cleaning Proposal Page 3 using man-lifts and scissor lifts to deploy our crews in high-work environments. In order to dispatch this capability at a moments notice, to any location in the Roaring Fork Valley, we run a fleet of five trucks that deploy our window washing teams. Finally, we have the requisite cold weather gear and experience to allow our window washing teams to offer year round service to our customers. This allows Diamond Kip's to retain our employees year-round and further the growth and development of our team and retained experience. As you will see from our references and specific experience in similar projects noted below in Section D and Section E respectively, we have on-point experience to provide the required expertise to Pitkin County. This expertise is further enhanced by our membership and participation in two leading industry organizations, the International Window Cleaning Association (the "IWCA") and the Building Service Contractor Association International (the "BSCAI"). Both of these organizations allow Diamond Kip's to stay up-to-date with relevant OSHA safety regulations and the latest in cleaning and maintenance equipment, technology and procedures. We are also able to leverage the training and efficiency improvement material from both organizations and their respective networks to help control our costs and continue to offer our customers a high quality, cost effective service to maintain their real estate. The largest contributor to Diamond Kip's continued success is the capabilities of our management team to effectively assess the requirements of each project and to provide oversight and quality assurance to ensure that we meet or exceed the expectations of each and every customer. Our co-owner/Vice President visits each new job site and discusses the needs of each prospective customer before preparing our proposal and price. Our Operations Manager is dedicated to on-site job reviews and training for our teams and performing quality assurance assessments and problem resolution for our customers. By appropriately understanding our customers needs, providing adequate training, equipment and oversight in the field and [continually] delivering on our customer's expectation, Diamond Kip's can offer the most cost-effective window washing service available. Finally, Diamond Kip's is a responsible corporate citizen of the Roaring Fork Valley. Unique among the cleaning industry, Diamond Kip's reports each and every dollar of revenue to the appropriate taxation and related authorities, each and every hour of billed revenue is covered by our liability insurance, every employee is covered by our workman's compensation insurance, and every employee is bonded. Diamond Kip's, Inc. directly reinvests in the local community. Diamond Kip's is a member of the Aspen Chamber and Resort Association. As a member of ACRA Diamond Kip's has helped support local events. Diamond Kip's was one of the lead sponsors, a bronze-level sponsor, of the 2003 Aspen Winterskol celebration. Diamond Kip's is a Varsity supporter of the new Aspen Sports and Recreation Complex and contributed both time and resources to the 24-Hours of Aspen. Section B - fifethodology and opt/ma/schedule (/.e., per facility, etc.) Based on our ability to complete the scope of window cleaning work for each facility in one day or less, the scheduling of our work can be compressed into a very short time frame. Our objective, and the advantage of Diamond Kip's and our size, is to put the scheduling decisions in the hands of your facility managers based on the individual needs of the facility, the usage patterns of the facility and the coordination Proposer: Diamond Kip's, Inc. Pitkin County Public Works Annual Window Cleaning Proposal Page 4 with other work that might be on-going at each facility (e.g., you wouldn't want to clean the windows before power washing external surfaces). We are large enough to react to The County's scheduling constraints. In most cases we can deploy crews with 24 hours notice. Further, we suggest that when possible the interior window cleaning work be performed during non-working daylight hours to minimize the potential impact on The County employees~ their work processes or the users of these facilities. However, the largest impact on the annualized scheduling of window cleaning services will be the adoption of the cost savings alternatives identified in the pricing discussion above. Section C - L/st ora~~ sub-contractors. None are required to provide the stated scope of services. Section D - References (p/ease include contact name phone number). Aspen Music Festival & School Mr, Ernie Topliss 970-925-3254 Alpine Bank - Aspen Ms..~ean Moore 970-429-2119 Colorado First Construction Mr. Bill (Thunder) Thorton 970-390-9628 Coates Reid & Waldron - Aspen Mr. Nick Costanzo 970-925-8450 Coates Reid & Waldron - Snowmass Mr. Mark Bartnik 970-923-5316 Basalt Library Ms. 3ean Winkler / Ms. Linda Levy 970-927-4311 Section E - Specific past experience with Pitkin County and/or//st spec/tic successfully completed work/n similar fad#ties or situations. CFC Construction - Aspen Highlands Affordable Housing Project (large multi-tenant residential dwelling) CFC Construction - Buffalo Ridge Affordable Housing Project (large multi-tenant residential dwelling) Proposer: Diamond Kip's, [nc. PEkin County Public Works Annual Window Cleaning Proposal Page 5 Alpine Bank - Aspen (large multi-use commercial building) Coates Reid & Waldron - The Ridge Condominiums, Chamonix Condominiums 8, Conference Center, Deerbrook Condominiums, Homestead Condominiums, etc. et. al. (large residential and multi-use dwellings) Aspen Music Festival & Music School - Music school campus, administration buildings, performance tents and theaters (large multi-use commercial buildings) Basalt Library Weststar Bank Building, Glenwood Springs (large, vintage, multi-tenant commercial building) U.S. Forest Service Administrative Offices, Glenwood Springs (large, vintage commercial building) Zn addiUon, a complete list of our construction company clients is attached hereto as examples of the depth of our construction window cleaning experience, the most difficult type of window cleaning process. It is further understood that the right is reserved by the Owner to reject any and all proposals and it is agreed that the proposals may not be withdrawn for a period of ten (10) days from specified time for receiving proposals. The undersigned agrees that upon notification of acceptance of this proposal, it will execute a Contract for the above stated work for the above compensation within the scheduled mutually determined. The proposer hereby certifies: A. That this proposal is genuine and is not made in the interest of or on behalf of an undisclosed person, firm or corporation and is not submitted in conformity with any agreement of rules of any group, association, or corporation. B. That it has not directly or indirectly induced or solicited any other proposer to put in a false proposal. C. That it has not solicited or induced any person, firm, or corporation to refrain from proposing. The proposer acknowledges receipt of Addenda's No. -17- Proposer: Diamond Kip's, ThC. Pitkin County Public Works Annual Window Cleaning Proposal Page 6 The right is reserved to waive any informalities and to reject any Proposal. (Type/Print name under all signatures) Dated this '~ day of /~2-~L~- , 2003 (Corporate Seal) THE PROPOSER Diamond Kip's, ~[nc. 204 Park Avenue, Suite 1G Basalt Colorado 81621 T~ia~_ esident Koski, Corporate Secretary SIGNATURES: ~"f the proposer is being submitted by a Corporation, the proposer should be signed by an officer, i.e. President or vice-president. The signature of the officer signing shall be attested to by the secretary and properly sealed. Jif the proposer is being submitted by an individual or a partnership, the proposal shall so indicate and be properly signed. -18- ~ Proposer: Diamond Kip's, ThC. 9:40 AM DIAMOND KIP'S, INC. 11/18/02 Current Customer List November 18, 2002 Business Line = Contruction Cleaning ACME Construction Jensen Construction Aspen-Snowmass Construction JENSEN HOMES INC. Aspen Constructors Inc. JMK Construction Aspen Custom Builders JMS Construction Aspen Remodeling Johnson, Gary Baldwin, Ken Kahan Construction Black, JD Construction LAMBERT, DAVID CONSTRUCTION Blair, David LaMorte, Peter Bowden Development Leonard Construction Brikor Associates LEWIN, JEFF CONSTRUCTION Cameo Custom Builders Maroon Creek Construction Capital Construction Matt Pierce Construction CFC Construction Mayer, Harry Construction CONNERS CONSTRUCTION McMorris Construction Cortez Builder, Ed Mika Construction Crawford Construction Mineo & Associates Dakota Development Mountain View Remodels DAVIS CONSTRUCTION NEWSTROM-DAVIS CONSTRUCTION CO. DM Newman Construction NORRIS & ASSOC. Draper Construction OLSON, JOHN BUILDER Duffy, John Paradigm Construction Elk Peaks Construction PARDEE DEVELOPMENT Fenton Construction Peak Properties FISCHER CONSTRUCTION Peaks at Aspen Glen LLC Flink, Matt Construction Pekkala Construction Frying Pan Development PIONEER CONSTRUCTION Garvik Construction PRETTI CONSTRUCTION GE Johnson R.J. Griffin & Company GENSCH, WOLF CONSTRUCTION R/3 CONSTRUCTION Glenn, Don Ragged Bear Ranch Construction Graber Construction RASMUSSEN PAUL CONSTRUCTION CO. Grillo, Leo RED MOUNTAIN CONSTRUCTION Habermann, Todd Construction Resort Builders Hammonds Construction Ridge Runner Construction Hansen Construction Rienks Construction Harriman Construction ROARING FORK BUILDERS Helmus Custom Building Rocky Mountain Construction Iglehart Construction RUDD CONSTRUCTION J.C. HANSON ENTERPRISES S&H Building Inc. J.E.B. BUILDERS S.G. JOHNSON i~0 JACK WILKIE BUILDER SHAW CONSTRUCTION - 1 9 - Page 1 of 2 9:40 AM DIAMOND KIP'S, INC. 11/18/02 Current Customer List November 18, 2002 Business Line = Contruction Cleaning Smith & Smith Enterprises SMITH, CASEY BUILDER SMITH, K.C. BUILDER Steeplechase Construction STEWART CUSTOM BUILDERS, INC. STRONG STRUCTURES, LTD. STRUCTURAL ASSOCIATES Styers Construction SUMMIT DEVELOPMENT CORP. Sunrise Building & Remodeling SUNSET BUILDERS TCD General Contractor TWO RIVERS CONSTRUCTION VALLEY BUILDERS VAN-MOORE CONSTRUCTION VANNICE ENTERPRISES Wallace Construction WODEHOUSE BUILDERS - 2 o - Page 2 of 2