Loading...
HomeMy WebLinkAboutbocc.con.171.2006 CLERK'S CHECK LIST FOR CONTRACTS SUBMITTED TO CLERK AND RECORDER FOR SCANNING/ARCHIVING Originating Department/Division: Building Contact Person: Tony Fusaro Phone #: 920-5101 Project Name Pre-Qualified contractor CONTRACT#: /11-2G06 D BOCC AGENDA ITEM (BOCC signature required) IZISTAFF AUTHORIZED SIGNATURE (per Revised Procurement Code 7/2005) Check procurement type: DNone IZIInformal DFormaI DSole Source DEmergency DState Bid D Cbeck Contract Tvoe: IZIServices/Maintenance DLicense/Use DLease DConstruction DGoods, Equipment, Supplies DOther (e.g. revenue) Budget Line Item/Ledger Number 002 03 00000 82000 DEmployrnent (for county employees) DIntergovernmental Agreement (Requires BOCC Action) DNon-Profit DQuasi-Public DGrant Agreements (Requires BOCC Action) DChange Order/Contract Amendment Dollar Amount: $49999 ContractorlBusiness (Complete Name):Art Hougland and Associates Contract Execution Date:September 25, 2006 Contract End Date: September 25, 2009 Automatic Renewal (YDNIZI) Term ofContract:3year(s) All Contracts should be proofed for the following: IZINo Pages Missing DIf a Page is Left Intentionally Blank -Note on Page IZIPage numbered consecutively IZIAII Signatures Affixed IZIAII Dates Filled In IZIAII Other Blanks Filled In IZIAII Exhibits Attached DAII Legal Descriptions Attached (if appropriate) DNotice of AwardIProceed Attached (ifappropnate) DSpecial Instructions for Finance Department: NA IZISent to Clerk and Recorder for Scanning/Archiving IZIAuthorized Staff Person's Name: Tony Fusaro BY CHECKING ABOVE AND ENTERING NAME, THE AUTHORIZED STAFF PERSON INDICATES THAT DOCUMENT HAS BEEN PROOFED AND READY FOR SCANNING. I Note: Clerk's Office will keep original documents in compliance with Colorado State Archives retainage schedule. Amended 4-11-06 ,. Rev. 812004 CONTRACT FOR PROVISION OF SERVICES AMENDED THIS CONTRACT is made and entered by and between the Pitkin County Board of County Commissioners ("County") and Art Hougland and Associates, Inc. (hereinafter "Contractor"). 1. Term. The term of this contract is from June I, 2005 to June I, 2008. At the expiration of the initial term, the contract may be extended for an additional term of three years by the express written consent of both parties. . 2. Contractor's Obligations. Contractor shall: a. Provide building plan review for compliance with codes under adoption by Pitkin County at the time of plan review. b. Provide documents identifying areas in which plans do not meet minimum requirements and provide cemmunication with applicant to achieve compliance with adopted codes. c. Perform building, plumbing and mechanical field inspections on behalf of Pitkin County and provide documentation of inspection results. d. Provide in-office services as requested. e. Fees paid to the Contractor for services shall be as follows: o The fee for IRC projects shall be 50% of the County plan review fee as assessed by the County. o The fee for mc projects shall be 65% of the County plan review fee as assessed by the County. o The fee for large or complex mc, when the Chief Building Official and the Contractor agree, shall be 80% of the plan review fee as assessed by the County. o Inspection services or in-office services shall be $300 for three hours per day or less and $500 for more than three hours per day. 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 $50,000 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 upon completion based on the above project budget, 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. Payment of five percent (5%) of each invoice will be withheld by the County until the Contractor's obligations are completed. 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. 1 ~ 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: I) 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. Anthony Fusaro will manage the project as the County's Representative. In the event that Anthony Fusaro is not available, James Austin 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. 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 d~te 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. 2 ~ 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 tbrougb Pitkin County and is responsible for payment of any federal, state, FICA and other income taxes. 8. Assignablility. 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. 10. Severability. 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 I I. 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 3 5" 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, 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 policies, from companies licensed in the State of Colorado, as will protect itself, the County and others as specified, from claims for bodily injuries, death. personal injury or property damage, which may arise out of or result from the Contractor's acts, errors or omissions. The following insur- ance coverage, at or above the limits indicated and including such endorsements as are indicated by an "X", are required: I. Statutory Workers' Compensation: Colorado statutory minimums 2. 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] : X 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 3. X 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): (I) Performance Bond Labor and Material Payment Bond 4 & (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 ofInsurance: 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 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." 5 1 3. Certificates ofInsurance 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 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 6 ~ 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: (I) 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: A. To Pitkin County Tony Fusaro 130 S Galena St Aspen, CO 8161 I FAX 970-920-5439 with copies to: Pitkin County Attorney's Office 530 E. Main Street, #302 Aspen, Colorado 8 I 6 I I Fax: (970) 920-5198 B. To Contractor: Art Hougland Art Hougland and Associates 17 Gamba Drive Glenwood Springs CO 81601 FAX 303-384-1331 IN WITNESS WHEREOF, the parties have executed this contract as ofthe date first set out herein above. CONTRACTOR: /)(1 By: 7 9 Titlea~ f- ;Z ?~ 06 Date PITKIN COUNTY: By:/ei ':f---r<-t11?MU-- 9/J-5//)fn epartment Head ( ate Il /It Section Wead Date 8 10 7k {lattu.JJ ~ )U.-c./ ..-f!...<J ~ 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 Art Hougland and Associates, Inc. (hereinafter "Contractor"). 1. Term. The term of this contract is from June 1,2005 to June 1,2008. At the expiration of the initial term, the contract may be extended for an additional term of three years by the express written consent of both parties. 2. Contractor's Obligations. Contractor shall: a. Provide building plan review for compliance with codes under adoption by Pitkin County at the time of plan review. b. Provide documents identifying areas in which plans do not meet minimum requirements and provide communication with applicant to achieve compliance with adopted codes. c. Perform building, plumbing and mechanical field inspections on behalf of Pitkin County and provide documentation of inspection results. d. Provide in-office services as requested. e. Fees paid to the Contractor for services shall be as follows: plan review time will be compensated at $60 per hour, and inspections shall be compensated at $30 per inspection. 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 $50,000 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 upon completion based on the above project budget, 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. Payment of five percent (5%) of each invoice will be withheld by the County until the Contractor's obligations are completed. 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: I) reproduce the work; 2) prepare derivative works; 3) distribute copies to the public; 4) perform the works publicly; and 5) to display the work 1 II 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. Anthony Fusaro will manage the project as the County's Representative. In the event that Anthony Fusaro is not available, James Austin 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. 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 (l0) 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. 2 //)-- 8. Assignablility. 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. 10. Severability. 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 I I. 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, 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. 3 If 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 arise 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: 1. Statutory Workers' Compensation: Colorado statutory minimums 2. 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 Products/Completed Operations Contractual Liability Independent Contractors and Subcontractors Broad Form Property Damage Personal Injury X X X X X X 3. _X_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): (I) 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 4 )l{ (9) Crime, including Employee Dishonesty Coverage, or Fidelity Bond B. Proof ofInsurance: 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 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. Certiticates ofInsurance 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. 5 Ii" 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 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 6 I~ 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: A. To Pitkin County Tony Fusaro 130 S Galena St Aspen, CO 8161 I FAX 970-920-5439 with copies to: Pitkin County Attorney's Office 530 E. Main Street, #302 Aspen, Colorado 81611 Fax: (970) 920-5198 B. To Contractor: Art Hougland Art Hougland and Associates 17 Gamba Drive Glenwood Springs CO 81601 FAX 303-384-1331 IN WITNESS WHEREOF, the parties have executed this contract as of the date first set out herein above. CONTRACTOR: By: Title Date PITKIN COUNTY: 7 ;7 By: Date Department Head Section Head Date 8 /<( FEB.22.2008 9.31AM COMMUNITY DEVELOPMENT N0, 3619 P, 2 Rev. S/2004 CONTRACT FOR PROVISION OF SERVICES THIS CONTRACT is made and entered by and between the Pitkin County Board of County Commissioners ("County") and Art Hougland and A,ssoeiates, Inc. (hereinafter "Contln.ctor"). 1. Texan, The terns of this contract is from June 1, 2005 to June 1, 2008. At the expiration of the initial term, the contract may be extended for an additional term of three years by the express written consent of both parties. 2. Contractor's Obligations. Contractor shall: a. Provide building plan review fox compliance with codes under adoption by Pitkin County at the brae of plan. review, b. Provide documents identifying areas in which plans do not meet minimum. requirements. c, Perform building, plumbing and mechanical field inspections on behalf of Pitkin County and provide documentation of inspection results. d. Project Budget and Schedule: Reimbw.sable expenses are $60.00 per hour for plan review and $30 per inspection for field inspections. In the case of large or complex structures submitted for plan review, when the Chief Building Official and the contractor concur, the plan review fee payable to the contractor shall be 80% of the plan review fee arr~ount calculated in accordance with section 107.3 of the 1997 Uniform Building Code. 3. Compensation and Expenses, Invoicing, Pa~ritent and Offset. The County shall compensate Contractor for its services in accordauce with the Project Budget and Schedule sot out in Paragraph 2. It is expressly understood and agreed that in no event will the total compensation and rein~,bursement to be paid hereunder exceed the sum of $50,000 for all services rendered. By cont~~act or amendment, the County and Contractor znay reallocate the budget among project tasks if the total budget amount remains unchanged. Contractor shalt invoice for the project uport completion based on the above project budget, with payment expected within thirty (30) days of invoice, but any payment by the County maybe offset by any amount the Contractor owes the County for any reason. Payment of five percent (5%) of each invoice will be withheld by the County until the Contractor's obligations are completed. Tn the event the Contractor incurs time and expenses in excess of the total compensation stated above, no compensation for sand additional time and expenses shall be required to be paid by the County without written amendnaez~t to this contract executed by the County. 4, County's Exclusive Ownerslu~ of Work Product. Arawings, 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 fox other business purposes. Contractor assigns to County tlxe copyrights to all work prepared, developed, or created pursuant to this contract, including the right to: 1) reproduce the work; 2) prepaze derivative works; 3) distribute copies to the public; 4) perform the works publicly; and 5) to display the work FEB,22.2008 9~,31AM COMMUNITY DEVELOPMENT N0, 3619 P. 3 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 adnaiiuster this contract through a County Representative. Anthony Fusaro will manage the project as the County's Representative. 7n the eveztt that Anthony Fusazo is not available, James Austin 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 payrnent. 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. Iz~ such event all finished or unfuiished 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 ax~y satisfactory work cozxtpleted 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. Inde endent 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 nay choose to worl~ for other individuals or entities during the term of this contract, provided that the basic services and deliverable products required under this contract are subxr~itted 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 iuo. the performance of Contractor's obligations under this contract. ]~. 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 ~'orkcrs' Compensation benefits tl~xough Pitkin County and is responsible for payment of any Federal, state,lF'XCA and other income taxes. 2 EEB,22.2008 9:31AM COMMUNITY DEVELOPMENT N0, 3619 P, 4 S. Assipnablility. This contract is not assignable by either party. Any use of subcontractors by the Contractor fox performance of this contract must be accepted in writing by the County. 9. Bindizag Arbitration. Any disputes arising out of this contract shall be subject to binding arbitration The parties agree that any disputes concerning rho 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. 10. Severability. In the event that any provision of this contract shall be held to be invalid or uzaenforceable, the remaining provisions of this contract shall remain valid and binding upon. the parties hereto 11. Inte~•ation and Modification. A, This contract represents the entire and integrated contract belv~een the County and the Contractor arAd supersedes all prior negotiations, representations, or contract, either written or oral. This contract may be amended only by written contract signed by bath the County and the Contractor. B. The County may, from time to time, request changes in the scope of services of rho Contractor to be performed hereunder. Such changes, including the increase or decrease in the amount of the Contractor's compensation, which axe mutually agreed upon between the County and the Contractor, shall be in wi~.ting and upon execution shall become part of this contract. 12. Indema~,ity. 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 (includir~2 costs of investigation and defense), fees (including reasonable attorney azAd 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 coruiection with any negligeztt act, intentional act, error or omission by the Contractor, and for any consequential liability alleged to accrue against the County on account of the Conrcactor's acts, errors or omissions; provided, however, that such indemnity shall not be construed as an indemnity for bodily izzjury 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 claixrrs, demands, ox lawsuits related hereto at its sole e;~pense and shall beaz all other costs and expenses related thereto, even if the claim, demand or lawsuit is groundless, false or fraudulent. 3 0'' FE8.22.2008 9.32AM COMMUNITY DEVELOPMENT NO. 3619 P. 5 13. Insurance. A.. In whole or im part, the Contractor shall secure and maintain for the term of its contractual relationship with the County such insurance policies, from companies licensed in the State of Colorado, as will protect itself, the County and others as specified, from claims for bodily injuries, death, personal injury or property damage, which may arise out of or result from the Contractor's acts, errors or omissions. The following insur- ance coverage, at or above the limits indicated and including such endorsements as are indicated by an "X", are required; 1. Statutory Workers' Compensation: Colorado statutory minimums 2. Commercial General Liability -ISO 1998 Forrn or equivalent ~llt County named additiataal insured) Each Occurrence Lizxuit X1,000,000.00 General Aggregate Limit $2,000,000.00 Products/Completed Operations Aggregate Limit $2 000,004.00 Comprehensive Foml (AIl risks) to include (place X by applicable provisions] _ X Premises/Operations _ Underground, Explosion & Collapse Ha~.azd _X Products/Completed Operations X Contractual Liability _X_ Independent Contractors and Subcontractors X_ Broad Form Propezty Damage X_ Personallnjury 3. X Business Auto Coverage: Cor~abined Single Limit Liability (each accident) $1,000,000.00 Including all ow,nied, non owned, and hired vehicles. 4. Special Coverages (check as appropriate and insert amount): _ _ (1} Performance Bozrd Labor and Material Payment Bond X (2) Professional Errors and Omissions (3) Aircra~ Liability (4) Owner's Protective (S) Builder's 1Zisk __._ (6) Boiler and Machinery (7) Loss of Use Insurance (S) Pollution Liability 4 O~~ FE8.22,2008 9;32AM COMMUNITY DEVELOPMENT N0. 3619 P, 6 (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 latex than tern (10) calendar days prior to commencement of operations affecting the County. Failwe 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 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 pravision, "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 off' 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 upended and amounts rornaining 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 l?itkin. b. The insurance companies issuing the policy ox policies hereurtder shall have no recourse against the County of Pitl~in 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 anal locations at which work for the referenced Project is being done." 3. Certificates of Insurance fez all renewal policies shall be delivered to the County's Representative at least fifteen (15) days prior tv a policy's e~:piration date except for any policy expiring on the ea~piration date of this contract or thereafter. ~`~ FEB. 22, 2008 9:32AM COMMUNITY DEVELOPMEN'~ N0. 3619 P. 7 4. The County reserves the right to request and receive a copy of any policy snd auy 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 exerx~pt from such taxes under registration numbers 98- 02b24 and 84-78000-SK. 15. Records. The Contractor shall maintain comprehensive, complete and accurate books, records, and documents concerning its performance relating to this conlxact for a period of three (3) years afl:er 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, ~ a reasonable manner and at reasonable times, fox the purpose of determining, by accepted accounting and auditing standards, compliance with all provisions of the conh~a.ct and applicable law. 16. Contract Made in Colorado. The parties agree that this contract was xuade in accordance with the laws of the State of Colorado and shall be so consinied. Venue is agreed to be exclusively in the courts of Pitkin County, Colorado. l7. Attorney's Fees_ Tn 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 parry shall be entitled to its costs and reasonable attorney's fees. 1$. Governmental Tmmut~ity. Contractor agrees and understands that Pitlcin County is relying on and does not waive, by any provision of this conta~act, 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 Pitkiun County or any of its officers, agents or employees, Further, nothing in this contract shall be construed or interpreted to require or provide for inder~uiification 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 4bli.~ations. The parties acknor~vledge and agree that arty 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 appzopriate 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 amultiple-fiscal year direct or indirect debt or other :fwancial 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 6 ~`~ FEB.22.2008 9,32AM COMMUNITY DEVELOPMENT N0. 3619 P. 8 class or source of Pitkin County's moneys, nor shall any provision of this contract restrict the future issuance of Pitlcin 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 auy 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 f rst class road, postage prepaid, return receipt requested addressed as follows: A. To Pitkin County Tony Fasaro 130 S Galena St Aspen, CO 81611 FAX 970-920-5439 with copies to: Pitkin County Attorney's Office 530 E. Main Street, #302 Aspen, Colorado 81611 Fax: (970) 920-5198 B. To Contractor; Art Hoagland Art Hoagland and Associates 17 Gamba Drive Glenwood Springs CO 81601 FAX 303-384-1331 IN WITNESS WHEREOF, the parties have executed this contract as of the date first set out herein above. CONTRACTOR: 13y Tit PITKIN COY.TNTY: 7 ay EEB,22.2008 9.32AM COMMUNITY DEVELOPMENT ~~~ ~ ~ ~~ De artment Head Date N0, 3619 P, 9 i ~ ~/~~ Section a Date 24