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Home My WebLink Aboutbocc.con.094.2006 CLERK'S CHECK LIST FOR CONTRACTS SUBMITTED TO CLERK AND RECORDER FOR SCANNING/ARCHIVING CONTRACT #: 94-2006 Originating DepartmentlDivision: OST Contact Person: Gary Tennenbaum Phone #: 920-5355 Project Name Rio Grande Trail Project Design and Management o BOCC AGENDA ITEM (BOCC signature required) X STAFF AUTHORIZED SIGNATURE (per Revised Procurement Code 7/2005) Check procurement type: DNone X Informal DFormal DSole Source DEmergency DState Bid 0 Check Contract Tvpe: ~Services/Maintenance DLicense/Use DLease DConstruction DGoods, Equipment, Supplies DOther (e.g. revenue) Budget Line ItemlLedger Number 118.58.91154.86035 DEmployment (for county employees) DIntergovernmental Agreement (Requires BOCC Action) DNon-Profit o Quasi-Public DGrant Agreements (Requires BOCC Action) DChange Order/Contract Amendment Dollar Amount: $40,000 Contractor/Business (Complete Name):Newland Project Resources Contract Execution Date:5/9/06 Contract End Date: December 31, 2006 Automatic Renewal (YDN~) Term of Contract: up to 3 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 ~All Other Blanks Filled In ~Al1 Exhibits Attached DAll Legal Descriptions Attached (if appropriate) DNotice of Award/Proceed Attached (if appropriate) DSpecial Instructions for Finance Department: ~Sent to Clerk and Recorder for Scanning/Archiving ~Authorized Staff Person's Name: Gary Tennenbaum BY CHECKING ABOVE AND ENTERING NAME, THE 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. Amended 5-12-06 I CONTRACT FOR PROVISION OF SERVICES Contract # _94-2QJ}(l Budget Line Item #,_JJ~,5...8.9Uj4,~QQ35 ,.' THIS CONTRACI is made and entered by and between the Pitkin County Board or County Commissioners <"County") and Newland Project Resources. PO Box 4815, Basalt Colorado 81621 (hercinaner "Contractor"), 1. T(,:nn. The term of this contract is from April 28. 2006 to December 31 2006, ''\1 the expiration of the initial term. the contract may be extended I{)r an additional term of 3 years by the express written consent or both parties ") rontr~<:;tor's Obligations. ('ollt.ractor shall provide project management. permitling. and design services j{)f Pitkin COllnty Open Space and Trails. Specifieally. the contractor will help Pitkin County Open Space and Trails design. manage. permit. and maintain Rio Orande trail projects.fhe contractor will charge $100.00 per hour !(}r all w(lrk completed. 3, t,'omp.;ml.ltjgIL at1(Ll.i~Ils(,:s, IpvoiS:!!1,.g,JJ,avlllcnt HIl~U.l1J.1.t,,:!. The County shall compensate Contractor !{)J' its services on a time and mllkrials basis in ac(;ordanee with the Project Budget and Schedule set out in Paragraph 2. It is expressly understood and agreed that in no event \vdl the total compensation and reimbursement to bc paid hercnnder exceed the sum of $40,000,00 for all se\'\'ices 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 imoiee t()r the project monthly based on hours worked. with payment expected within thirty nO) days ('I' invoice. but any payment by the County may be ons.:! bv any amount the ( ontrat.tor owes the Cmmty {i:)r any rcason, 4, C.'oYn!.!:.:..s EXfJY.siy(,:Dwncr~hi.p_gl'JYq[L.rrogtlft, Drawings. speeilications. guidelines and other documents prepared by Contraetor in connection with this contra.:t shall be the property ofthc County. However. Contractor shall have the right to utilize slll:h docunwnts in th" eourse of its Inarketing. professional presentations, and for Inller husiness purposes, (:ontrac!or assigns to County the copyrights to all vVl,rk prepared. developed. or ereated pursuant to this contract. including the right to: I) reproduce the work: 2) prepare derivarive works: 3) distribute copies to thc public: 4) per!{.lrm the works publicly: and 5) to display the' work publicly. Contractor shall have right to use materials produced in the course of this contract l(lr marketing purposes and prof(.'ssional presentations. anicles, speeches and other business purposes. 5, j>ilkin(ountv'.s.Qj)ligations, Pitkin Coullty shall administer this contract through a COllnty Reprcsentatiw. Gary l'ennenbaum will manage the project as the (nunt)"s Representativc, In the event that Gary Tennenbaum is not availllble. Dale Will shall assume the County Represent.~niv(."s duties. The sl'l'vices provided and products dclivcred by the Ctmtraetor under this contract will be subject to revievv b: the ('onnt: 's Rcpresentativcs. or a designcl:, ((H' compliance with C<>ntraetor's (lbligations prior to final payrnent. -I - !J 6, 'rqmjm!!iQJLI~ri.QrJ!tI:'?;piI(ltiQl)(l.f ('()l}tr;lclTr;In), 'I he 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 {I 0) days hef()re the effective date of sUl:h termination, In such event all finished or unfinished documents, data, studies and rep0l1s prepared by the Contractor pursuant to this contract shall becomc thc County's property, Contractor shall be emitled to rcceive (;ot11pensation in a(;cordance with the contract ll)r any satist(l(;tory work (;ompktcd pursuant to the terms of this contract prior to the date of termination. Not withstanding the above. Contractor shall not be relievcd of liability to thc County fi)!' damages sustained by the County by virtue of an) breach of the contract by the Contractor. 7. .!.nd.<m(;D.dsntL()rnn~:!:f)LSt!!nt~. A. rhe p(lrties to this contract intend that th.: relationship bctvvecn thcm contemplated by the contract is that of independent Contractor, Contractor. and ,my agent. employee. or servant of Contractor shall not be dcemed to be an employee. agent. or servant of Pitkin County. B. Contractor is not required to olTer his scrviees exclusively' to Pitkin County under this contract. Contractor may choose to work for othcr individuals or cntities during the term of this contract. provided that the basic services and deliverahle products requircd under this contract are submitted in the manner and on the schedule dcllned under this contract. C. Contractor wammts that all \\ork produced will eonfcJI'l11 to all applicable industry standard of t:are. skill and diligence in the perl(mnance of Contractor's obligations under this contract. I). COlltractor shall not attcmptto oversc(' or supervise the work or actions or any Pitkin County employee, servant or agent in the course of completing work under this contract. F.. Contractor is noi entitled to any Workers' Compensation benelits through Pitkin County and is responsible for payment of any lcdcral. statc, FICA and other income taxes. ~, A~;>.jgnahHi!y, 'fhis contract is not assignabk~ by either party. Any use of subcontractors by th.: Contractor ll)r per!(lmlanCc of this contract must be accepted in writinl! by the Count). 9. Bitldirrg,l~r.bi.t.r?jjsm. Any disputes arising out of this cOlltract shall be subjcct to binding arbitration. The parties agree that any disputes concerning the tcmlS and wnditions of this contract shall be submitted and finally scttled by arbitration. Arhitration shall he tondueted pursuant to the rules of the Amcrican Arbitration Association and shall be presid<""i.i over by the Pitkin County I learing Officer appointed to arhitrate Pitkin County contract disputes. Costs of the arbitration shall be awarded to the substantially prev<liling party, - :2 - 3 1 o. ~"',Y\;Xl!bHi!y, In the event that any provision of this contract shall be held to be invalid or unenforceahle, the remaining provisions of this contracl shall remain valid and binding npun the parties hereto 11, Integration and Modification. A. 'rhis contract represcnts the entirt, and integrated contraet hetwecn the County and the ('ontmctor and supersedes all prior negotiations. representations. or contract. citheJ' wTitten OJ' oral. This contract may be aTllended only by wTittcn contract signed hy both the County and the Contractor. B. The County may, from time to timc. request ch:.lIlgcs in the scope of services of the Contractor to he performed hereunder. Such changes, including thc incrensc or decrcase in the amount of the Contractor's compensation, whieh are mutually agreed upon between the County and the Contractor, shall he in writing and upon execution shall bt,come part of th is contract. I 2. llliier!lI1i!.Y, A. The Contractor (including, by definition herc and hereinnfter, its olTieials, employees, agents and representatives. subcontractors and supplie.rsl, shall and hereby doc" release, discharge. indemnify and hold harmless the County of Pitkin and its ol1icials. employees, agcnts and representatives from and against liability for any claim. dcmand, loss, damages. penalty. judg- ment, expenses. costs (including costs of investigation iilld defense). lees (including reasonable attorney and eX pelt witness kes) or compensation in any li)rm or kind whatsoevcr for any bodily injury, death, personal iq;ury or property damage arising out ofor in connectiotl with any negligctlt act, intentional act, error or omission by the Contractor. and lilr any eonse4uential liability alleged to ,lccrue against the County on account of tbe Contractor' 5 acts, errors or omissions: provided, however. thai such indemnity shall not be constrned Wi an indemnity filr hodily injury or propelty damage arising from the sole negligence of the County or its employees. B. The Contractor further shall investigate, process. respond 10. adjus1. provide defense li)r and delend. payor settle all claims, demands, or lawsuits related hereto at its sole expense and shall heur all other costs ,md expenscs related thereto. even if the claim, demand or lawsuit is groundless. false or fraudulent. l:\, JnsQfj!!1Q9. A. In whole or in part, the Contractor shall secure und maintain fe)r the tCI111 of its contractual relationship with the County such insurance policies. from companies licensed in the State of Colorado, as will protect itsdf, the County from claims for bodily il'\iuries. death, personal injury or property damage, which may arise out of or rcsult irom the Contractor's acts. errors or omissiolls. 'I11C following insurance coverage, at or above the limit., indicated and including such endorsements as are indicated by an "X". arc required: I, Statutory Workers' Comrx,nsation: Colorado stalutory'minimums . 3 ~ 1 ~. Commercial Gc:neral Liability ISO 1908 Form or equivalent (Witlt County named additiontll insured) Each Occurrence Limit General. Aggregate Limit Products/Completed Operaiions Aggregate Limit $ ),QQ(),(J(lJ),()J) $bQQ\~Q.(}(~QQ $~.OQll"llimJm _,25_ "x., X X X Comprehensive hmn {All risks} to include Iplol'C .I: hv tlpplicahlc provisions): Premises/Operalions Underground, Explosion & Collapse Hazard ProductsJCompleted Uperations Contral:tualLiabi Ii ty Independent Contractors and Subcontractors Broad Form Property Damage Personal Injury 3. Businl:ss Auto ('overagl:: Combined Single Limit l-iability (each accident) $) .OOO,()O(l,(l(l Induding all owned, non-owlK'd. and hired vehicles. 4. Special Coverages (check tlS appropriate and insert an/oul1l). ( I ) Perf(,mlance Bond Labor and Material Payment Bond (2) Professional Errors and Omissions n) Aircraft Liability (4) Owner's Protectivc C:;) Builder's Risk (6) Boiler and MachineI') (7) Loss on 'se Insurance (8) Pollution Liability (9) Crime, including !:employee Dishonesiy Coverage, or Fidelity Bond B. Proof of Insumnce: J. 'To provide evidencc of the required insurance coverage, copics of Certificates of Insurance in a f(ll'Ill acccptablc to the County shall he filed with the Couniy through the representative identified in Paragraph 5. no later than ten (10) calendar days prior to C(.HTnllCneement of operations affecting the ('ount!'. I'Hilme to me ()J' maintain acceptable Certificates of Insurance with the County is agreed io he a material breach of any contract. These Certificates of Insurance shall c(lntain a provisioll that coverage aff()rded under thc policies will not be canceled or materially altered unless at least thirty (0) calcndar days prior written notice by certified mail, return receipt requested \eBediw upun proper mailing). has bcen ~ent tu the Procurement OiTker. (For purposes of this provision. "materially altered" shall mean a change alleeting ihe coverage's required herein, including a change to poliey limits as set out in the thel1- current policy declarations page). - 4 - j Simultaneously \vith the ('ertificatcs of Insurance, the Cnntractor shall tile with the Procurement Otl1ccr a certitled statement as to claims pending against thc required coverages, reserves t'stablished on at'count of such claims. defense costs expended and amounts remaining on policy limits. 2, In addition, these Certificates of Insurance shall cnntain the f(,Uowing clauses: a. The clause "other insurance provisions;' in a policy in which the County of Pitkin holds a Ccrti ncate, shall not apply to the County of Pitkin. b. The insurance companies issuing the policy or policics hercunder shall have no recourse against the County of Pitkin f(lr payment or any premiums or f()r assessments under any form of policy. c, Any and aU dcdlletibles in the above-descrihed insurance policies shall be assumed by and be ftlr the amount of: and at thc sole expcnse of the Contractor, d. Location of operations shall be: "aU operati\ms and locations at which work j{)r the refhenced ProjeCT is being done:' 3. Certificates of lnsurance for all renewal policies shall b(~ Jc!ivered to the County's Represcntative at least fifteen (15) days prior to a policy's expiration date exccpt f(lr any policy expiring on the (~xpiration date ofthb contract or th,~reafter. 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 ofthis contract. 14, Exemptions. All purchases of construction. building or any other materialsl~)r this contract shall not include Federal Excise I axes or Colorado Stute or local sales or use taxes. Pitkin County is exempt from such taxes under registration numbers 98-02624 and 84-7liOOO-5K, 15. Records. The Contractor shall maintain comprehensive, complete lUld accurate books, records. and documents conccrning its perf(mnance relating to this contract If)!' a period or three n ~ years after linal payment under the contract and the County shall have the right \vithin the three (3) year period to inspect and audit these books, records and docuJUcnts. upon demand, in a reasonable manner and at reasonable times, I{rr the purpose of determining. by accepted accounting and auditing standards. compliance with all provisions of the contra\:! and applicable law. 16. t:~m!!:4<,:t Made in ColoradQ, fhe parties agree that this contract was made in aecnrdance with the laws of the State or Colorado and shall be so construed. Vtmue is agreed to be exclusively in the courts of Pitkin County. Colorado, J 7, Attornev's Fees, In the event that legal action is necessary to enl()rcc all) 01 the provisions of this contract beyond the arbitration described in Paragraph 9. the suhstamially prevailing patty shall be entitled to its costs and reasonabk attorney' s fees, - 5 - ~ I H. Qpvemm\?l1!1!!Jmnmnlty. Contractor agrees and undcrstands that Pitkin County is relying on and does not waive, b) any provision of this contraet. the monetary limitations or terms (presently S150,OOO.OO pcr person and $600,000 pcr occurrence) or any \ltho:r rights. immunities, and protections provided by the Colorado Govemmentallmmllnity Act. 24-lO- J()}, el. Seq" ('.KS" as lrom time to time amended. or otherwi,:c available to Pitkin Count) or any of its orneers, agents or employees, Further. nothing in this contract shall he construed or interpreted 10 Tl,tJuire or provide fllr indemnilication of the Contractor by the Countylbr ,my injll!') to an) person or any property damage whatsoever which is caused by the negligence or other misconduct of the County or its agent or employees, 19. ct1rr<:nLYe'!LQhUgatiglls, The pal1.ics acknowledge and agree that any payments provided filr hcreunder or requirements lor future appropriations shall constitute only currc'ntly budgeted expenditures of Pitkin County, Pitkin County's obligations under this contract arc subjeet to Pitkin County's annual right to budget and appropriatc the sums necessary to provide the services set 111rth herein, No provisions of the contract shall constitute a mandator) charge or requirement in ,my ensuing fiscal year heyond the then current fiscal year of Pitkin County. Nll provision of the contract shall be cllnstrlled or interpreted (1"\ creating a multiple-fheal year dired ()I" indirect debt or other linancial \)hligation of Pitkin Coumy within the meaning of an) c\l!1still1tional or statutory debt limitatipn. This contract shall not directl)' or indirectl) obligatc Pitkin County to make auy payments beyond those appropriated jill' Pitkin Count)' 's then emH'nt liscal year No provisions of this contract shall he construed to pledge or create a I it:n Oil any <.:lass or sourcc of Pitkin County's moneys, nor shall any provision of this contract restrkt the future issuance of Pitkin County's bonds or any obligations payahle from an) class or source of Pitkin County's money. 20, Notice. Any written notice required by this contract shall be deemed delivered through an) of the l1)llowing: t I ) hand deli very to the person at the addn:ss hehm: t:2) delivery hy facsimile with confirmation of reeeiptto the fax number below: or (3) \"ithin three L') days of heing sent certified first class mail. postage prepaid. rdurn receipt requested addressed as 1~)IJows: A. To Pitkin Count) Open Space and Trails Gary f'ellllc'nhalltn, I,and Steward 76 Service Ccnter Road Aspen, CO 8161 ] B.I'u Contractor: Nl'wiand Project Resourel's T'<.l11l New land PO Box 4815 Basalt. C() H ] 621 - 6- 7 IN WITNESS WlIEREOF, the parties have executed this contract as of the c1ate first set Ollt herein above. By: -~""^^' CONl'RACTOR; Date PITKIN COIINT)': By: It Date Gary fennellbaum - 7 - en