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Home My WebLink Aboutbocc.con.136.2007 CLERK'S CHECK LIST FOR CONTRACTS SUBMITTED TO CLERK AND RECORDER FOR SCANNING/ARCHIVING CONTRACT #: 136-2007 Originating Department/Division: Open Space and Trails Contact Person: Gary Tennenbaum Phone #: 920-5355 Project Name: SOpii3 Peocing ;., '0 blU\NDe --n:l.A:' (.. ~et<Jc(NC. D BOCC AGENDA ITEM C8JSTAFF AUTHORIZED SIGNATURE (BOCC signature required) (per Revised Procurement Code 7/2005) Check procurement type: DNone 0Informal DFormal DSole Source DEmergency DState Bid D Check Contract Tvpe: 0ServicesIMaintenance DLicenselUse DLease DConstruction DGoods, Equipment, Supplies DOther (e.g. revenue) Budget Line ItemlLedger Number 118.58.02521.86121 DEmployment (for county employees) OIntergovemmental Agreement (Requires BOCC Action) DNon-Profit DQuasi-Public OGrant Agreements (Requires BOCC Action) OChange Order/Contract Amendment Dollar Amount: $40,000.00 Contractor/Business Fencing ScieRee Contract Execution 8/08/07 Automatic Renewal n Complete Name: GolBfa8o Wilalife .:!JoPlV$ reNoAl~ Contract End Date: 12/31/2007 Term of Contract: 7116/07-12/31/2007 All Contracts should be proofed for the following: 0No Pages Missing DIf a Page is Left Intentionally Blank -Note on Page C8JPage numbered consecutively 0All Signatures Affixed 0All Dates Filled In C8JAll Other Blanks Filled In 0All Exhibits Attached DAll Legal Descriptions Attached (if appropriate) DNotice of AwardIProceed Attached (ifappropriate) DSpecial Instructions for Finance Department: 0Sent to Clerk and Recorder for Scanning! Archiving C8JAuthorized 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 10_16.06 CONTRACT FOR PROVISION OF SERVICES Contract #_I~G:, -:' ~-, Budget Line Item #-1I'iL<:'i\ .O'l<:;"2\ . ~(.,{~ \ THIS CONTRACT is made and entered by and between the Pitkin County Board of County Commissioners ("County") and Sopris Fencing, 2502 Highway 133, Carbondale, Colorado 81623 (hereinafter "Contractor"). 1. Term. The term of this contract is from July 16, 2007 to December 31, 2007. At the expiration of the initial teoo, the contract may be extended for an additional teoo of 3 years by the express written consent of both parties. 2. Contractor's Obligations. Contractor shall provide all of the materials, labor, and equipment necessary to place fencing along the Rio Grande Trail from Old Snowmass to Emma for the Pitkin County Open Space and Trails Department as described on the attached proposal. 3. Compensation and Expenses, Invoicing, Pavment and Offset. The County shall compensate Contractor for its services on a per foot basis in accordance with the Project Scope and description as set out in the attached proposal. It is expressly understood and agreed that in no event will the total compensation and reimbursement to he paid hereunder exceed the sum of $40,000.00 for all services rendered. By contract or amendment, the County and Contractor may reallocate the budget among project tasks if the total budget amount remains unchanged. Contractor shall invoice for the project monthly based on hours worked, with payment expected within thirty (30) days of invoice, but any payment by the County may be offset by any amount the Contractor owes the County for any reason. 4. County's Exclusive Ownership of Work Product. The improvements placed by Contractor in connection with this contract shall be the property of the County. 5. Pitkin County's Obligations. Pitkin County shall administer this contract through a County Representative. Gary Tennenbaum will manage the project as the County's Representative. In the event that Gary Tennenbaum is not available, Dale Will 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 Exoiration of Contract Term. The County has the right to teooinate this contract, witb or without cause, by giving written notice to the Contractor of snch teooination and specifying the effective date thereof. Such notice shall be given at least ten (10) days before the effective date of such termination. In such event all finished or lmfinished 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 - 1 . ~ 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. Contl'llctor 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 contl'llct. 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 thl'Ough Pitkin County and is responsible for payment of any federal, state, FICA and other income taxes. 8. Assi~bility. This contract is not assignable by either party. Any use of subcontractors by the Contractor for pe1formance 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 te1ms and conditions oftbis 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 11. Integration and Modification. A. This contract represents the entire and integrated contract between the County and the Contractor and supersedes all prior negotiations, representations, or contract, eiilier .2. ~ 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. Indemnitv. A. The Contractor (including, by definition here and hereinafter, its officials, employees, agents and representatives, subcontractors and suppliers), shall and hereby does release, discharge, indemnifY and hold harmless the County of Pitkin and its officials, employees, agents and representatives from and against liability for any claim, demand, loss, damages, penalty, judg- ment, expenses, costs (including costs of investigation and defense), fees (including reasonable atlomeyand 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 he 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 telm of its contractual relationship with the County such insurance policies, from companies licensed in the State of Colorado, as will protect itself, the County from claims for bodily injuries, death, personal injury or property damage, which may arise out of or reslut from the Contractor's acts, errors or omissions. The following insurance coverage, at or above tbe 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): -3- ~ 3. 4. ..x. Premises/Operations Underground, Explosion & Collapse Hazard Products/Completed Operations Contractual Liahility Independent Contractors and Subcontractors Broad Form Property Damage Persona1Injury ..x. ..x. ..x. ..x. ..x. Business Auto Coverage: Combined Single Limit Liability (each accident) $1.000,000.00 Including all owned, non-owned, and hired vehicles. Special Coverages (check as appropriate and insert amount): (1) Perfonnance 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 Employee Dishonesty Coverage, or Fidelity Bond B. Proof of Insurance: 1. To provide evidence of the required insurance coverage, copies of Certificates of Insurance in a form acceptable to the County shall be filed with the County through the representative identified in Paragraph 5, no later than ten (10) calendar days prior to commencement of operations affecting the County. Failure to file or maintain acceptable Cel1ificates 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, relum 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 sllch claims, defense costs expended and amounts remaining on policy limits. following clauses: 2. In addition, these Certificates of Insurance shall contain the - 4- j a The clause "other insurance provisions," in a policy in which the County of Pitkin holds a Certificate, shall not apply to the County of Pitkin. b. The insurance companies issuing the policy or policies hereunder shall have no recourse against the County of Pitkin for payment of any premiums or for assessments under any form of policy. c. Any and all deductibles in the above-described insurance policies shall be assumed by and be for the amount of, and at the sole expense of the Contractor. d. Location of operations shall be: "all operations and locations at which work for the referenced Project is being done." 3. Certificates of Insurance for all renewal policies shall be delivered to the County's Representative at least fifteen (15) days prior to a policy's expiration date except for any policy expiring on the expiration date of this contract or thereafter. 4. The County reserves the right to request and receive a copy of any policy and any policy endorsement at any time during the term of this contract. 14. Exemotions. All purchases of construction, 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 perfoooance 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 deteooining, 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. Attornev'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 Immunitv. 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, ct. 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 ifliury to any - 5 - (p 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 ohligations 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 fmancial obligation of Pitkin County within the meaning of any constitutional or statutory debt limitation. This contract shall not directly or indirectly obligate Pitkin County to make any payments beyond those appropriated for Pitkin County's then current fiscal year. No provisions of this contract shall be construed to pledge or create a lien on any class or source of Pitkin County's moneys, nor shall any provision of this contract restrict the future issuance of Pitkin County's bonds or any obligations payable from any class or source of Pitkin County's money. 20. Notice. Any written notice required by this contract shall be deemed delivered through any of the following: (1) hand delivery to the person at the address below; (2) delivery by facsimile with confirmation of receipt to the fax number below; or (3) within three (3) days of being sent certified first class mail, postage prepaid, return receipt requested addressed as follows: A. To Pitkin County Open Space and Trails Gary Tennenbaum, Land Steward 76 Service Center Road Aspen, CO 81611 B. To Contractor: Sopris Fencing Curtis Applegate 2502 Highway 133 Carbondale, CO 81623 IN WITNESS WHEREOF, the parties have executed this contract as of the date first set out herein above. CONTRACTOR: By:W/ct~ Title Ar~'5~vtf~-YT g3/7/07 Date / - 6- q PITKIN COUNTY: By: fJuL Gary Tennenbaum ~hlol Date - 7- <i