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CHECK LIST
FOR CONT~.:\.CTS SUBMITTED TO CLERK AND RECORDER FOR
SCANNING/ARCHIViNG
Originating Dcpartment/Division: A t:j;!.Pt{t:\
Contact Person: ~'-'1:0 UuAN'E:"'
Project Name t>A~C>. <;;t,':::rwAI2.E" u~AClE:'
Phone #:
Cl'ntract #:
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BOCC AGENDA ITEM
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~ STj~FF AUTHORIZED SIGNATURE
(per Revised Procurement Code 7/2005)
Check procurement type:
None Informal Formal --I- Sole Source Emergency State Bid
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Check Contract Tvpe:
Dollar Amount: $ \ '<llQ~ .GCJ
ScrvicesIMaintenance
License/Use
Lcase
Construction
~Goods, Equipment, Supplies
_ _Grant Agreements (Requires HOeC Action)
_ Change Order/Contract Amendment
Other
Budget Line Item <...l D -l . b b . d . lQ"Z..(JO 0
_Employment (for county employees)
_In :ergovernmental Agreement (Requires BOeC Action)
NI,m Profit
_Qllasi-Public
Contractor/Business (Complete Name): 1-'\(J\lr-Jr(.lDJ f'~t.(..:~6
Contract Execution Datc: ~ Contract End Date:
Automatic Renewal (Y/N): N Term ofCcntract
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pcjmil ww Ig Isca flfllli ng \county contracts Inarnll i ve \checklistsheet
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Rev2//7/06dq
CONTRACT FOR PROVISION OF SERVICES
Contract # IO\-'20'Olp
Budget Line Item #404.66.00000.82000
THIS CONTRACT is made and entered by and between the Pitkin County Board of
County Commissioners ("County") and Mountain Parking Equipmcnt (hereinafter "Contractor").
1. Term. The term of this contract is from Mach 1, 2006 to April 30, 2006.
2. Contractor's Obligations. Contractor shall \lpgrade the Airport's Revenue Parking
System software to comply with the Credit Card Security Iolicy as outlinted in the attached Exhibit
A.
3. Compensation and Expenses, Invoicing, l'avrnent and Offset. The County shall
compensate Contractor for its services in accordance with fhe 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 :>ixteen thousand eighty dollars and zero
cents ($16,080.00) for all services rendered. By contract or amendment, the County and Contractor
may reallocate the budget among project tasks if the tl)tal budget amount remains unchanged.
Contractor shall invoice for the project monthly based 01 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.
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 ha're 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 pre pared, developed, or created pursuant
to this contract, including the right to: I) reproduce the vrork; 2) prepare derivative works; 3)
distribute copies to the public; 4) perform the works p,lblicly; 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, art' cles, speeches and other business
purposes.
5. Pitkin County's Obligations. Pitkin County shall administer this contract through
a County Representative. David Ulane will manage the prl)ject as the County's Representative.
In the event that David Ulane is not available, shall assuml: the County Representative's duties.
The services provided and products delivercd by the Co ntractor 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.
6. Termination Prior to Expiration of Contract .Term. Thc County has the right to
terminate this contract, with or without cause, by giving wr Itten notice to the Contractor of such
termination and specifying the effective date thereof Such llotice shall be givcn at least ten (10)
days before the effective date of such termination. In s\lch event all finished or unfinished
documents, data, studies and reports prepared by the Cont 'actor pursuant to this contract shall
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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 intenc that the relationship between them
contemplated by the contract is that of independent C01tractor. Contractor, and any agent,
employee, or servant of Contractor shall not be deemed tl' 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 'york for other individuals or entities
during the term of this contract, provided that the bas lC services and deliverable products
required under this contract are submitted in the manner a1d on the schedule defined under this
contract.
C. Contractor warrants that all work poduced 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 overs ~e 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 Work, :rs' Compensation benefits through
Pitkin County and is responsible for payment of any f~deral, state, FICA and other income
taxes.
8. AssignabiIitv. This contract is not assignable by either party. Any use of
subcontractors by the Contractor for performance of this conti act must be accepted in writing by the
County.
9. Binding Arbitration. Any disputes arising out ofthis contract shall be subject to
binding arbitration. The parties agree that any disputes concel ning the terms and conditions ofthis
contract shall be submitted and finally settled by arbitration. Arbitration shall be conducted
pursuant to the rules ofthe American Arbitration Association md shall be presided over by the
Pitkin County Hearing Officer appointed to arbitrate Pitkin Cc unty contract disputes. Costs ofthe
arbitration shall be awarded to the substantially prevailing pari y.
10. Severability. In the event that any provisioll of this contract shall be held to be
invalid or unenforceable, the remaining provisions of this cqntract shall remain valid and binding
upon the parties hereto
II.
Integration and Modification.
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A. This contract represents the entire a Id integrated contract between the
County and the Contractor and supersedes all prior negotiatil lllS, representations, or contract, either
writtcn or oral. This contract may be amendcd only by writt< ~n 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. Sl.ch changes, including the increase or
decrease in thc amount of the Contractor's compensatillll, 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. Indemnitv.
A. The Contractor (including, by defini,tion here and hereinafter, its officials,
employees, agents and representatives, subcontractors and slppliers), shall and hereby does release,
discharge, indemnify and hold hannless the County of Pit~ in and its officials, employees, agents
and representatives from and against liability for any claim, demand, loss, damages, penalty, judg-
ment, expenses, costs (including costs of investigation and defense), fees (including reasonable
attorney and expert witness fces) or compensation in any f(,rm 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 ofthe County or its I ~mployees.
B. The Contractor further shall investiga :e, process, respond to, adjust, provide
defense for and defend, payor 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 pol icies, from companies licensed in the
State of Colorado, as will protect itself, the County and othe.s as spccified, 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 insm mce coverage, at or above the limits
indicated and including such endorsements as are indicated b) an "X", are required:
I. Statutory Workers' Compens: ltion: Colorado statutory minimums
2. Commercial General Liabilit) , - ISO 1998 Form or equivalent
(With COUllty llamed additiollal i1lS~ red)
Each Occurrence Limit $1,000,000.00
General Aggregate Limit $2,000,000.00
Products/Completed Operatio'Is Aggregate Limit $2,000,000.00
Comprehensive Form (All risks) to include (place X by applicahle
provisions):
l Premises/Operations
3 ~
3.
4.
...x..
...x..
...x..
...x..
...x..
Underground, Explosion & Collapse Hazard
Products/Completed Opera tions
Contractual Liability
Independent Contractors ar d Subcontractors
Broad Form Property Dam; 1ge
Personal Injury
Business Auto Coverage:
Combined Single Limit Liatility (each accident) $1,000.000.00
Including all owned, non-o\\ ned, and hired vehicles.
Special Coverages (check as a, Jpropriute and insert amount):
( I) Performance Bond
Labor and Material
Payment Bond
(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 Emplo:ree Dishonesty Coverage, or Fidelity Bond
B. Proof of Insurance:
1. To provide evidence of the mquired insurance coverage, copies of
Certificates of Insurance in a form acceptable to the CO..lllty shall be filed with the County
through the representative identified in Paragraph 5, no late' than ten (l0) calendar days prior to
commencement of operations affecting the County. Fai ure to file or maintain acceptable
Certificates of Insurance with the County is agreed to be a IT aterial breach of any contract. These
Certificates of Insurance shall contain a provision that cove rage afforded under the policies will
not be canceled or materially altered unless at least thirty 00) calendar days prior written notice
by certified mail, return receipt requested (effective upon I'roper mailing), has been sent to the
Procurement Officer. (For purposes of this provision, "ma.erially 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 Certifica1es of Insurance, the Contractor shall
file with the Procurement Officer a certified statement as tc claims pending against the required
coverages, reserves established on account of such claims, defense costs expended and amounts
remaining on policy limits.
following clauses:
2. In addition, these Certificates of Insurance shall contain the
a. The clause "other insurance Jrovisions," in a policy in which the
County of Pitkin holds a Celiificate, sh III not apply to the County of Pitkin.
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b. The insurance companies is~ uing the policy or policies hereunder
shall have no recourse against the 20unty of Pitkin for payment of any
premiums or for assessments under ~lllY form of policy.
c. Any and all deductibles in the above-described insurance policies shall
be assumed by and be for the amOl lilt 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 ofInsurance for aU 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 tenn of this contract.
14. Exemptions. All purchases of constmction, building or any other materials for
this contract shall not include Federal Excise Taxes or Colfrado State or local sales or use taxes.
Pitkin County is exempt from such taxes under registration [lUmbers 98-02624 and 84-78000-5K.
15. Records. The Contractor shall maintain ccmprehensive, complete and accurate
books, records, and documents concerning its performanct 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
demand, in a reasonable manner and at reasonable times for the purpose of determining, by
accepted accounting and auditing standards, compliance \\ ith 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 shal be so constmed. Venue is agreed to
be exclusively in the courts of Pitkin County, Colorado.
17. Attorney's Fees. In the event that legal actiJn is necessary to enforce any of the
provisions of this contract beyond the arbitration describ:d in Paragraph 9, the substantially
prevailing party shall be entitled to its costs and reasonable att~rney's fees.
18. Governmental Immunity. Contractor agrees md 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 fer occurrence) or any other rights,
immunities, and protections provided by the Colorado Gov:rnmental Immunity Act, 24-10-101,
et. Seq., C.R.S., as from time to time amended, or otherwist available to Pitkin County or any of
its officers, agents or employees. Further, nothing in this cOlltract 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.
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19. Current Year Obligations. The parties ackrowledge and agree that any payments
provided for hereunder or requirements for future appropiations 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 applOpriate the sums necessary to provide
the services set forth herein. No provisions ofthe contract shall constitute a mandatory charge or
requirement in any ensuing fiscal year beyond the then cu Tent fiscal year of Pitkin County. No
provision of the contract shall be construed or interpreted ~ s 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 sl1all not directly or indirectly obligate
Pitkin County to make any payments beyond those appropiated 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 obligatior,s payable from any class or source of
Pitkin County's money.
20. Notice. Any written notice required by th,s contract shall be deemed delivered
through any of the following: (I) hand delivery to the pert,on at the address below; (2) delivery
by facsimile with confirmation of receipt to the fax numbel below; or (3) within three (3) days of
being sent certified first class mail, postage prepaid, rdurn receipt requested addressed as
follows:
A. To Pitkin County
David Ulane
Aspen/Pitkin County Airport
0233 E. Airport Rd. Suite A
Aspen, CO 81611
with copies to:
Pitkin County Attorney's Office
530 E. Main Street, #302
Aspen, Colorado 81611
B. To Contractor:
Mountain Parking Equipment
Scott Souder
2009 S. Cherokee
Denver, CO 80223
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IN WITNESS WHEREOF, the parties have executed this contract as of the date first set out
herein above.
CONTRACTOR' 7 .Ix.
BY"L4<0 _).o:tr. <~
Title p~~ :~VrS/- '3/Z2-/D(e.
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Date
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February 13, 2006
David Ulane
Aspen/Pitkin County Airport
0233 East Airport Road
E. Concourse, Suite A
Aspen, CO 81611
RE: Credit Card Security
Greetings David,
As you mayor may not know there have been chanr~es regarding the acceptance and
storage of credit cards. These changes are designed tc protect consumers. As the 2005
year closed and we come into 2006 stricter controls are being mandatcd. The Credit Card
Security Policy (CISP) is a mandatory compliance reqlLired of all merchants and service
providers that store, process, or transmit credit card cardholder information. This
program applies to all payment channels including retail (brick-and-motor),
mail/telephone order, and e-commerce. To achieve cJmpliance with CISP, merchants
and service providers must adhere to the Payment Co lrd Industry (PCI) Data Security
Standard, which offers a single approach to safegua'ding sensitive data for all card
brands.
Historically Visa had developed "Payment Application Best Practices" to address various
security and thc risks associated with the mal:,'lletic st:1pe data. Visa thcn created the
private standard know as CISP. Recognizing that as (redit card usage grew so did the
possibility of abuse. Over the subsequent years variom procedures were spelled out and
implemented.
More recently Visa was joined by American Express, Diner's Club, Discover, JCB, and
Master Card to collaborate and to create a new set of st andards. The two main areas are
1) Encrypted transmission of cardholder and sensitive il' formation across public networks
and 2) storage of this same data.
As the standards became available manufactures rushe(' to develop, test, and deliver the
necessary software, hardware and storage devices. FOl example, in the parking facility
software you have Amano Charge credit card softw Ire, which hands off data to a
processor called ADS, who in turn sends it to the bank. Thc Encryption of data between
Amano to ADS to your bank has been completed. AI ld the storage of the credit card
transaction being encrypted on the computer hard l'rive by Amano has also been
completed.
MOUNTAIN PARKING EQUIPMENT 2009 S. CHEROKEE DENVER, CO 80223 ph (720) 259-4880 fax (720) 904-5296
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To bring the parking facilities up to CISP compliance requires a software upgrade to both
computers Amano and McGann, and upgrading the soiiware in the two (2) Amano AGP-
7800 Pay Stations to software version release 2.1.0.6.
The price for the Amano Chargc software and to up~ade the two Amano AGP-7800
Version 2.1.06 is $6000.00. The Upgrade to the McG,.nn software is $ 9330.00. I know
this is an unexpected expenditure. All to often the iinancial burden of new laws and
mandates are carried on the backs of the retail, service providers, and end users. To this
end Amano, ADS, and McGann have provided "ne\1' software" under the "Upgrade"
category. Thus you are not asked to pay the full price. The Aspen/Pitkin County Airport
parking facility took delivery of the Amano Charge software with the ADS Link in
December of 2003. We subsequently had the credit cmd software installed and running
in February of 2004. The price indicated reflects the di: :count.
Over the past month we have been upgrading other facilities and found it takes
approximately 6 to 8 hours to install and test. For this upgrade I will reduce our regular
service cost by 25% to $75.00.
Below I have provided a line for approval and a line Dlr disapproval. Could you please
sign in the "Approved by" space below and fax this b ck to our office. Upon receipt I
will order the software and schedule to get this inst lIed. If you have any questions,
comments, or concerns please do not hesitate to give m~ a call. Should you choose to not
upgrade I still need a signed copy for my records.
Scott Souder
President
T otHI Cost
$ 6,000.00
$ 9,330.00
$ 750.00
$16,080.00
Sincerely,
Amano Upgrade
McGann Upgrade
Labor
Approved by :
C::2/
Disapprov(:d by:
tJ!f+.
(sigilature)
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(please print)
(signature)
l)4\JZ:b /Z.. \l uWC
(please print)
Date: S- Z-D(p
Purchase Order: ,,)/ ~
(if applicable)
Terms: Net 30
MOUNTAIN PARKING EQUIPMENT 2009 S. CHEROKEE DENVER, CO 80223 ph (720) 259-4880 fax (720) 904-5296
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WARRANTY - TERMS AND <::ONDITIONS
WARRANTY
MOUNTAIN PARKING EQUIPMENT warrants material t:l be free from manufacturing defects
for a period of one year. Warranty labor is provided on the )arking and access control equipment
for a period of one year. Warranty does not cover misuse, abuse, vandalism, collisions, acts of
God, or failure due to external sources or modificatiop..s/repair or installation of equipment
performed by unauthorized persons.
WARRANTY SERVICE
All warranty work is to be performed during business hours only (8:00 AM to 5:00 PM, Monday
through Friday, excluding holidays).
Any and all work performed outside "nurmal business hou .s" will be charged labor at the then
established rates.
LIABILITY
MOUNTAIN PARKING EQUIPMENT shall not be Iiabl, ~ to any person or persons for any
direct, indirect, or consequential damage including, but not limited to, lost profits, vehicular or
personal damage, or injury connected with the manufacture, sale, repair, maintenance or use of
the products.
INSTALLATION
The installation price quoted herein provides for all labor and materials necessary to mount,
hook-up, and test the equipment listed in the proposal. <\Iso included is the assembly and
connection of all subsystems components. Owner will bt responsible for providing suitable
mounting locations, including electrical power and a st: Lble level surface where required.
Owner/operator training is also provided as part of the installation.
If
MOUNTAIN PARKING EQUIPMENT 2009 S. CHEROKEE DENVER, CO 80223 ph (720) 259-4880 fax (720) 904-5296