HomeMy WebLinkAboutbocc.con.106.2005 CHECK LIST
FOR CONTRACTS SUBMITTED TO CLERK AND RECORDER FOR
SCANNING/ARCHIVING
Originating Department/Division
Contact Person: ~,~r...o LX,,J~
Project Name ~ffc.'~ ~m'~ ~,~,~o
Phone #: ~'O~ - l%[~
Contract #:
BOCC AGENDA ITEM
(BOCC signature required)
STAFF AUTHORIZED SIGNATURE
(per Revised Procurement Code 7/2005)
Check procurement type:
None x/~ Informal __Formal
Sole Source Emergency State Bid
Check Contract Type:
Dollar Amount: $ qq,qq~,~ Budget Line Item
~ Services/Maintenance
License/Use
Lease
Construction
Goods, Equipment, Supplies
Grant Agreements (Requires BOCC Action)
__ Change Order/Contract Amendment
Other
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Employment (for county employees)
Intergovernmental Agreement (Requires BOCC Action)
Non Profit
__.Quasi-Public
CONTRACT
Contractor/Business (Complete Name): ~4r~,~ -~.
Contract Execution Date: ~ !Og' Contract End Date:
Automatic Renewal (Y/N): M Term of Contract
year(s)
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
S~~der for Scanning/Archiving
' Date: at
Authorized Staff Person
All Other Blanks Filled In
All Exhibits Attached
All Legal Descriptions Attached (if appropriate)
Notice of Award/Proceed Attached (if appropriate)
STAFF AUTHORIZED
SIGN~
Signature of authorized staff person indicates that document has been prdofed and ready
for scanning.
Note: Clerk's Office will keep original documents in compliance with Colorado State Archives retainage
schedule.
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Revised )~y ,h~di *:'7 05
STAFF AUTHORIZED
SIGNA~
CONTRACT
Rev. 8/2004
CONTRACT FOR PROVISION OF SERVICES
THIS CONTRACT is made and entered by and between the Pitkin County Board of
County Commissioners ("County") and William E. Payne and Associates, Inc. (hereinafter
"Contractor").
1. Term. The term of this contract is from October 1, 2005 to September 30, 2007.
At the expiration of the initial term, the contract may be extended for an additional term of two
years by the express written consent of both parties.
2. Contractor's Obligations. Contractor shall perform work for the Aspen/Pitkin
County Airport as outlined in the attached Scope of Work (Exhibit A.)
3. Compensation and Expenses, Invoicing, Payment and Offset. The County shall
compensate Contractor for its services in accordance with the Project Budget and Schedule set out in
Paragraph 2. It is expressly understood and agreed that in no event will the total compensation and
reimbursement to be paid hereunder exceed the sum of $49,999 for all services rendered. By
contract or amendment, the County and Contractor may reallocate the budget among project tasks if
the total budget amount remains unchanged. Contractor shall invoice for the project monthly based
on hours worked, with payment expected within thirty (30) days of invoice, but any payment by the
County may be offset by any amount the Contractor owes the County for any reason. In the event
the Contractor incurs time and expenses in excess of the total compensation stated above, no
compensation for said additional time and expenses shall be required to be paid by the County
without written amendment to this contract executed by the County.
4. County's Exclusive Ownership of Work Product. Drawings, specifications,
guidelines and other documents prepared by Contractor in connection with this contract shall be
the property of the County. However, Contractor shall have the right to utilize such documents
in the course of its marketing, professional presentations, and for other business purposes.
Contractor assigns to County the copyrights to all work prepared, developed, or created pursuant
to this contract, including the right to: 1) reproduce the work; 2) prepare derivative works; 3)
distribute copies to the public; 4) perform the works publicly; and 5) to display the work
publicly. Contractor shall have right to use materials produced in the course of this contract for
marketing purposes and professional presentations, articles, speeches and other business
purposes.
5. Pitkin County's Obligations. Pitkin County shall administer this contract through
a County Representative. The Assistant Aviation Director/Administration will manage the
project as the County's Representative. In the event that the Assistant Aviation
Director/Administration is not available, the Aviation Director shall assume the County
Representative's duties. The services provided and products delivered by the Contractor under
this contract will be subject to review by the County's Representatives, or a designee, for
compliance with Contractor's obligations prior to final payment.
Page I of 8
6. Termination Prior to Expiration of Contract Term. The County has the right to
terminate this contract, with or without cause, by giving written notice to the Contractor of such
termination and specifying the effective date thereof. Such notice shall be given at least ten (10)
days before the effective date of such termination. In such event all finished or unfinished
documents, data, studies and reports prepared by the Contractor pursuant to this contract shall
become the County's property. Contractor shall be entitled to receive compensation in
accordance with the contract for any satisfactory work completed pursuant to the terms of this
contract prior to the date of termination. Not withstanding the above, Contractor shall not be
relieved of liability to the County for damages sustained by the County by virtue of any breach
of the contract by the Contractor.
7. Independent Contractor Status.
A. The parties to this contract intend that the relationship between them
contemplated by the contract is that of independent Contractor. Contractor, and any
agent, employee, or servant of Contractor shall not be deemed to be an employee, agent,
or servant of Pitkin County.
B. Contractor is not required to offer his services exclusively to Pitkin
County under this contract. Contractor may choose to work for other individuals or
entities during the term of this contract, provided that the basic services and deliverable
products required under this contract are submitted in the manner and on the schedule
defined under this contract.
C. Contractor warrants that all work produced will conform to all applicable
industry standard of care, skill and diligence in the performance of Contractor's
obligations under this contract.
D. Contractor shall not attempt to oversee or supervise the work or actions of
any Pitkin County employee, servant or agent in the course of completing work under
this contract.
E. Contractor is not entitled to any Workers' Compensation benefits through
Pitkin County and is responsible for payment of any federal, state, FICA and other
income taxes.
8 Assignability. This contract is not assignable by either party. Any use of
subcontractors by the Contractor for performance of this contract must be accepted in writing by
the County.
9. Binding Arbitration. Any disputes arising out of this contract shall be subject to
binding arbitration. The parties agree that any disputes concerning the terms and conditions of
this contract shall be submitted and finally settled by arbitration. Arbitration shall be conducted
pursuant to the rules of the American Arbitration Association and shall be presided over by the
Pitkin County Hearing Officer appointed to arbitrate Pitkin County contract disputes. Costs of
the arbitration shall be awarded to the substantially prevailing party.
Page 2 of 8
l O. Severabilit¥. In the event that any provision of this contract shall be held to be
invalid or unenforceable, the remaining provisions of this contract shall remain valid and binding
upon the parties hereto
11. Integration and Modification.
A. This contract represents the entire and integrated contract between the County
and the Contractor and supersedes all prior negotiations, representations, or contract, either
written or oral. This contract may be amended only by written contract signed by both the
County and the Contractor.
B. The County may, from time to time, request changes in the scope of
services of the Contractor to be performed hereunder. Such changes, including the
increase or decrease in the amount of the Contractor's compensation, which are mutually
agreed upon between the County and the Contractor, shall be in writing and upon
execution shall become part of this contract.
12. 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, judgment, expenses, costs (including costs of investigation and defense),
fees (including reasonable attorney 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 County 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.
13. 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
ar/se out of or result from the Contractor's acts, errors or omissions. The following insur-
ance coverage, at or above the limits indicated and including such endorsements as are
indicated by an "X", are required:
Page 3 of 8
1. Statutory Workers' Compensation: Colorado statutory minimums
Commercial General Liability- ISO 1998 Form or equivalent
(With County named additional insured)
Each Occurrence Limit $1,000,000.00
General Aggregate Limit .$2,000,000.00
Products/Completed Operations Aggregate Limit $2,000,000.00
Comprehensive Form (All risks) to include (place X by applicable
provisions]:
Premises/Operations
Underground, Explosion & Collapse Hazard
X Products/Completed Operations
X Contractual Liability
X Independent Contractors and Subcontractors
X Broad Form Property Damage
X Personal Injury
Business Auto Coverage:
Combined Single Limit Liability (each accident) $1,000,000.00
Including all owned, non-owned, and hired vehicles.
4. Special Coverages (check as appropriate and insert amount):
(1) Performance Bond
Labor and Material
Payment Bond
X
(2) Professional Errors and Omissions
(3) Aircraft Liability
(4) Owner's Protective
(5) Builder's Risk
(6) Boiler and Machinery
(7) Loss of Use Insurance
(8) Pollution Liability
(9) Crime, including Employee Dishonesty Coverage, or Fidelity
Bond
B. Proof of Insurance:
1. To provide evidence of the required insurance coverage, copies of
Certificates of Insurance in a form acceptable to the County shall be filed
with the County through the representative identified in Paragraph 5, 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. These Certificates of Insurance shall contain a provision that
Page 4 of 8
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 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 of Insurance, the Contractor shall
file with the Procurement Officer a certified statement as to claims pending
against the required coverages, reserves established on account of such
claims, defense costs expended and amounts remaining on policy limits.
2. In addition, these Certificates of Insurance shall contain the
following clauses:
a. The clause "other insurance provisions," in a policy in which
the County of Pitkin holds a Certificate, shall not apply to the County
of Pitkin.
b. The insurance companies issuing the policy or policies
hereunder shall have no recourse against the County of Pitkin for
payment of any premiums or for assessments under any form of
policy.
c. Any and all deductibles in the above-described insurance
policies shall be assumed by and be for the amount of, and at the sole
expense of the Contractor.
d. Location of operations shall be: "all operations and locations
at which work for the referenced Project is being done."
3. Certificates of Insurance for all renewal policies shall be delivered to
the 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
contract or thereafter.
4. The County reserves the right to request and receive a copy of any
policy and any policy endorsement at any time during the term of this
contract.
14. Exemptions and Preferences. All purchases of construction or building or any
other materials for this contract shall not include Federal Excise Taxes or Colorado State or local
sales or use taxes. Pitkin County is exempt from such taxes under registration numbers 98-
02624 and 84-78000-5K.
15. Records. The Contractor shall maintain comprehensive, complete and accurate
books, records, and documents concerning its performance relating to this contract for a period
of three (3) years after final payment under the contract and the County shall have the right
within the three (3) year period to inspect and audit these books, records and documents, upon
Page 5 o1'8
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.
16. Contract Made in Colorado. The parties agree that this contract was made in
accordance with the laws of the State of Colorado and shall be so construed. Venue is agreed to
be exclusively in the courts of Pitkin County, Colorado.
17. Attorney's Fees. In the event that legal action is necessary to enforce any of the
provisions of this contract beyond the arbitration described in Paragraph 9, the substantially
prevailing party shall be entitled to its costs and reasonable attorney's fees.
18. Governmental Immunity. Contractor agrees and understands that Pitkin County is
relying on and does not waive, by any provision of this contract, the monetary limitations or
terms (presently $150,000.00 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 this contract shall be construed or interpreted
to require or provide for indemnification of the Contractor by the County for any injury to any
person or any property damage whatsoever which is caused by the negligence or other misconduct
of the County or its agent or employees.
19. Current Year Obligations. The parties acknowledge and agree that any payments
provided for hereunder or requirements for future appropriations shall constitute only currently
budgeted expenditures of Pitkin County. Pitkin County's obligations under this contract are
subject to Pitkin County's annual right to budget and appropriate the sums necessary to provide
the services set forth herein. No provisions of the contract shall constitute a mandatory charge or
requirement in any ensuing fiscal year beyond the then current fiscal year of Pitkin County. No
provision of the contract shall be construed or interpreted as creating a multiple-fiscal year direct
or indirect debt or other financial obligation of Pitkin County within the meaning of any
constitutional or statutory debt limitation. This contract shall not directly or indirectly obligate
Pitkin County to make any payments beyond those appropriated for Pitkin County's then current
fiscal year. No provisions of this contract shall be construed to pledge or create a lien on any
class or source of Pitkin County's moneys, nor shall any provision of this contract restrict the
future issuance of Pitkin County's bonds or any obligations payable from any class or source of
Pitkin County's money.
20. Notice. Any written notice required by this contract shall be deemed delivered
through 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:
Page 6 of 8
To Pitkin County
David R. Ulane, A.A.E.
Aspen/Pitkin County Airport
0233 E. Airport Rd.
Aspen, CO 81611
Fax (970-920-5378
with copies to:
Pitkin County Attorney's Office
530 E. Main Street, #302
Aspen, Colorado 81611
Fax: (970) 920~5198
To Contractor:
William E. Payne and Associates, Inc.
12150 E. Briarwood Ave., Suite 120
Englewood, CO 80112
Fax: (303) 790-9066
IN WITNESS WHEREOF, the parties have executed this contract as of the date first set out
herein above.
CONTRACTOR:
By: ~//~~~ /
PITKIN COUNTY:
o/45-0_%-~
Department Head
Date
Date
Page 7 of 8
Aspen/Pitkin County Airport
Potential Air Traffic Control Tower Relocation
Exhibit "A"- Consulting Services Scope of Work
in 2004, the Pitkin County (Colorado) Board of County Commissioners adopted
an updated Master plan for the Aspen/Pitkin County Airport, The Master Plan
contains a proposed 1,000' runway extension to the south end of runway 15/33.
The airport is currently conducting an environmental assessment of that
extension, Presently, the Federal Aviation Administration has not approved the
airport layout plan, which depicts the proposed 1,000' extension, pending
evaluation of line of sight issues and siting issues with the existing air traffic
control tower.
Due to the complexities of the tower line of sight and potential relocation issues,
the Aspen-Pitkin County Airport is informally soliciting Statements of Interest from
qualified firms to assist the Airport in accomplishing the tasks outlined in the
Scope of Services defined below. It is expected that the total cost of this scope
of work will be less than $50,000. The selected consultant will:
1. Develop a strategy that will afford the Aspen/Pitkin County Airport the
best chance for moving forward with approval of the Airport Master and
Layout Plans, proceeding with the Environmental Assessment and
consideration of the construction of the proposed south 1,000-foot
extension to Runway 15/33, This will entail working with various Divisions
within the FAA including, but not limited to the ADO, ATO-T - Terminal
Planning and ATO - Operations and Procedures to reach an agreement
on the most expedient approach to get and keep the proposed
extension project on schedule.
2. Work with Airways Facilities Air Traffic Control Planning Staff (AFTIL) to
move the modeling of the existing and possible new Air Traffic Control
Tower (ATCO forward within the timeline that will not adversely affect
the proposed runway extension,
3. Prepare potential funding alternatives for a new ATCT that will meet the
FAA's grant timeline for the proposed runway 15/33 extension and new
Air Traffic Control Tower Siting Process (6480,xx) to ensure no further
delay in the runway extension project,
4, Attend all meetings with the FAA and the Airport as necessary to
accomplish the above tasks.
The Airport may at its sole discretion modify the Scope of Services as the
required need arises.
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