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HomeMy WebLinkAboutbocc.con.163.2007~~ti~/08/2008/FRI ^^^ ~~^~^ ^^ •r: 02;00 PNI PitF:in Public 41~or[~s FAX No, 970 920 5374 P. 001/001 CLERK'S CHECK LIST FOR CONTRACTS STJI3MITTED TO CLERK AND RECORDER FOR. SCAN'NIN'G/ARCI3TVING CONTRACT #: 163-2007 Originating Depaztrnent/Division: TV/Fl~I Translator Contact person: Tessa Leinlce Phone #: (970)920-5;95 Project Name: TV/FM Translator Engineer ^ BOCC AGENDA ITEM ®STAFF AUTHORIZED SICrNATURE (BOCC signature required) (per Revised Procurement Code 7/2005) Check procurement type: ^None ^Informal ®Formal ^Sole Source ^Emergency ^State Bid ^ Check Contract Tune: Dollar Amount: 110,000.00 ®S ervices/Maintenance ^License/Use ^Lease ^ Construction ^Goods, lrquiprnent, Supplies ^Other (e.g. revenue) $udget Line ItemlLedger Number 003.77.00000.8?008 ^Einplo}nnent (for county employees) ^Iz~tergovernmental Agreement (Requires BOCC Action) ^Non-Profit ^Quasi-Public ^Crrant Agreements (Requires BOCC Action) ^Change Order/Contract Amendment Contractor/Business Jon Banks LLC Banks LLC Contract Execution 12/16/07 Automatic Renewal Complete Legal Name: JonV Contract End bate: 12/15/08 Term o£ Contract: 1 year All Contracts should be proofed for the followinb: ®No Pages Missing ®If a Page is Leff Intentionally Blank -Note ozl Page ®Page numbered consecutively All Signatures Affixed ®All Dates Filled h~ ®All Other Blanks Filled In ®All Exhibits Attached All Legal Descriptions Attached (if appropr;ate) ^Notice of Award/Proceed Attached (;f appropriate) ^Special Instructions for Finance Department: ®Sent to Clerk and Recorder for Scanning/Archiviz~g Authorized Staff person's Name: Tessa Lemke ^Warranty, if applicable B~Si CHECKING A,I~O'VE AND ENTERING NAME, THE AUTHORIZED STAFF PERSON INDICATES THAT DOCUMENT IIAS BEEN pROOFEb AND READY FOR SCANNING. Note: Clerk's Office will keep original docunaezats in compliance with Colorado State Archives retainage schedule. CONTRACT FOR PROVISION OF SERVICES Contract # 163 2007 Ledger # 003.77.0.82008 THIS CONTRACT is made and entered by and between the Pitkin County Board of County Commissioners ("County") and hereinafter "Contractor" 1. Term. The term of this contract is from December 28~', 2007 to December 27~', 2008. At the expiration of the initial term, the contract may be extended for an additional term of 1 year by the express written consent of both parties. 2. Contractor's Obligations. Contractor shall see Exhibit A (scope of work). 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 $110,000.00 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. Drawings, specifications, guidelines and other documents prepared by Contractor in connection with this contract shall be the property of the County. However, Contractor shall have the right to utilize such documents in the course of its marketing, professional presentations, and for other business purposes. Contractor assigns to County the copyrights to all work prepared, developed, or created pursuant to this contract, including the right to: 1) reproduce the work; 2} prepare derivative works; 3) distribute copies to the public; 4) perform the works publicly; and 5) to display the work publicly. Contractor shall have right to use materials produced in the course of this contract for marketing purposes and professional presentations, articles, speeches and other business purposes. 5. Pitkin County's Obli atg ions. Pitkin County shall administer this contract through a County Representative. Tessa Lemke will manage the project as the County's ,~. Representative. In the event that Tessa Lemke is not available, Brian Pettet 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 date of such termination. In such event all finished or unfinished documents, data, studies and reports prepared by the Contractor pursuant to this contract shall become the County's property. Contractor shall be entitled to receive compensation in accordance with the contract for any satisfactory work completed pursuant to the terms of this contract prior to the date of termination. Not withstanding the above, Contractor shall not be relieved of liability to the County for damages sustained by the County by virtue of any breach of the contract by the Contractor. 7. Independent Contractor Status. A. The parties to this contract intend that the relationship between them contemplated by the contract is that of independent Contractor. Contractor, and any agent, employee, or servant of Contractor shall not be deemed to be an employee, agent, or servant of Pitkin County. B. Contractor is not required to offer his services exclusively to Pitkin County under this contract. Contractor may choose to work for other individuals or entities during the term of this contract, provided that the basic services and deliverable products required under this contract are submitted in the manner and on the schedule defined under this contract. C. Contractor warrants that all work produced will conform to all applicable industry standard of care, skill and diligence in the performance of Contractor's obligations under this contract. D. Contractor shall not attempt to oversee or supervise the work or actions of any Pitkin County employee, servant or agent in the course of completing work under this contract. E. Contractor is not entitled to any Workers' Compensation benefits through Pitkin County and is responsible for payment of any federal, state, FICA and other income taxes. 8 Assignability. This contract is not assignable by either party. Any use of subcontractors by the Contractor for performance of this contract must be accepted in writing by the County. 3 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 11. Integration and Modification. A. This contract represents the entire and integrated contract between the County and the Contractor and supersedes all prior negotiations, representations, or contract, either written or oral. This contract may be amended only by written contract signed by both the County and the Contractor. B. The County may, from time to time, request changes in the scope of services of the Contractor to be performed hereunder. Such changes, including the increase or decrease in the amount of the Contractor's compensation, which are mutually agreed upon between the County and the Contractor, shall be in writing and upon execution shall become part of this contract. 12. Indemni . 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 negli- gence of the County or its employees. The Contractor further shall investigate, process, respond to, adjust, provide defense for and defend, pay or settle all claims, demands, or lawsuits related hereto at its sole expense and shall bear all other costs and expenses related thereto, even if the claim, demand or lawsuit is groundless, false or fraudulent. 13. Insurance. A. In whole or in part, the Contractor shall secure and maintain for the term of its contractual relationship with the County such insurance policies, from companies licensed in the State of Colorado, as will protect itself, the County and others as specified from claims for bodily injuries, death, personal injury or property damage, which may 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: Statutory Workers' Compensation: Colorado statutory minimums 2. Commercial General Liability -ISO 1998 Form or equivalent (YVith 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 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. Business Auto Coverage: Combined Single Limit Liability (each accident) $1,000,000.00 4. Special Coverages (check as appropriate and insert amount): (1) 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 Employee Dishonesty Coverage, or Fidelity Bond y B. Proof of Insurance: 1. To provide evidence of the required insurance coverage, copies of Certificates of Insurance in a form acceptable to the County shall be filed with the County through the representative identified in Paragraph 5, no later than ten (10) calendar days prior to commencement of operations affecting the County. Failure to file or maintain acceptable Certificates of Insurance with the County is agreed to be a material breach of any contract. The Contractor's insurance carrier will attempt to send written notice by certified mail, return receipt requested (effective upon proper mailing) to the County (through the County representative) if the policies will be canceled or materially altered. (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 County's Risk Department (and promptly update, as necessary) 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 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. b. 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. c. 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 there- after. 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-SK. 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 amultiple-fiscal year direct or indirect debt or other financial obligation of Pitkin County within the meaning of any constitutional or statutory debt limitation. This contract shall not directly or indirectly obligate Pitkin County to make any payments beyond those appropriated for Pitkin County's then current fiscal year. No provisions of this contract shall be construed to pledge or create a lien on any class or source of Pitkin County's moneys, nor shall any provision of this contract restrict the future issuance of Pitkin County's bonds or any obligations payable from any class or source of Pitkin County's money. 20. Notice. Any written notice required by this contract shall be deemed delivered through any of the following: (1) hand delivery to the person at the address below; (2} delivery by facsimile with confirmation of receipt to the fax number below; or (3) within three (3) days of being sent certified first class mail, postage prepaid, return receipt requested addressed as follows: A. To: Pitkin County with copies to: Tessa Lemke Pitkin County Attorney's Office 76 Service Center Rd. 530 E. Main Street, #302 Aspen, CO 81611 Aspen, Colorado $1611 Fax: (970)920-5374 Fax: (970) 920-5198 B. To Contractor: 21. Compliance with House Bi1106-1343. A. In compliance with House Bi1106-1343, amending Title 8 of the Colorado Revised Statutes by the addition of .Article 17.5, Illegal Aliens-Public Contract for Services, enacted by the General Assembly of the State of Colorado, the Contractor shall not: Knowingly employ or contract with an illegal alien to perform work under this contract or; 2. Enter into a contract with a subcontractor that fails to certify to the Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this contract. B. In compliance with House Bill 06-1343 enacted by the General Assembly of the State of Colorado: 1. The Contractor shall verify or attempt to verify through participation in the Basic Pilot Program [created in Public Law 208, 104th Congress, as amended and expanded in Public Law 156, 108t1i Congress, as amended, that is administered by the United States Department of Homeland Security] that the Contractor does not employ any illegal aliens and, if the Contractor is not accepted into the Basic Pilot Program prior to entering into this contract, the Contractor shall apply to participate in the Basic Pilot Program every three months until the Contractor is accepted or this contract has been completed, whichever is earlier. This provision shall not be required or effective if the Basic Pilot Program is discontinued. 2. The Contractor shall be prohibited from using Basic Pilot Program procedures to undertake pre-employment screening of job applicants while this contract is being performed. 3. If the Contractor obtains actual knowledge that a subcontractor performing work under this contract knowingly employs or contracts with an illegal alien, the Contractor shall be required to: a. Notify the subcontractor and the County within three days that the Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and b. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (a) of this paragraph (3) the subcontractor does not stop employing or contracting with the illegal aliens; except that the Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. 4. The Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the Department of Labor and Employment is undertaking pursuant to the authority established in Subsection (5) of C.R.S. § 8-17.5-102. IN WITNESS WHEREOF, the parties have executed this contract as of the date first set out herein above. CONTRACTOR: By: ~ ~,n~,s~ s iL ~ v, e ~~ ~~ Title /~t.~a-~-' n-~ ~=n ~ 3~ o ~' ate ~.. Tes, emke /1 Date Brian Pettet ate ~`._- ,, f Hila Fletcher, Cou ty Manager ate /3ecc co~c~ ~' 1G3.2oo7 EXHIBIT A MATiVTENA.~;CE OF TV TRAI~tSLATOR SYSTEM SCOPE OF WORK 1. Contractor will provide system maintenance and emergency service of the County's TV Translator system. It shall be the responsibility of the Contractor to provide all the services and provide all required equipment/tools as identified in this scope of work. The TV Translator System referred to in this scope of work includes eight (08) physical locations where the County has operational TV and Fi/I radio Translator equipment. The eight (08) TV Translator Sites are identified below with a brief general description: Site #1 The "Sunlight ivlountain" Site: Located on Sunlight Peak in Garfield County, overlooking the Glenwood Springs area Site #? The "Crown Mountain" Site: Located on the Crown overlooking the Basalt area Site #3 The "Elephant Mountain" Site: Servicing the Crystal Valley and Town of Redstone Site #~ The "Jack Rabbit Ridge" Site: Located at the intersection of Owl Creek and Brush Creek roads, servicing Snowmass Village and the Owl Creek Valley. Site #5 The "Lower Red Mountain" Site: Located 2/3 the way up Red Mountain servicing the AABC area Site #6 The "Upper Red Mountain" Site: Located on the top of Red LVlountain Servicing the Aspen Area Site #7 The "Thomasville Site": Located 28 miles up the Frying Pan Valley Site #8 The "Williams Site": Located above Gerbazdale on Hwy 82 ?. Contractor will possess a strong working knowledge of and experience in operating mountainous television and radio translator systems including maintenance and new construction of television and FM translators, repeaters, signal paths & contours, buildings, microwave links, satellite down-links, towers, tower rigging, antennas, transmission & power lines, lightening protection, solar panels, batteries, generators, trouble shooting, and all associated equipment. 3. Contractor must be able to lift up to ~0 lbs., must be willing to work at heights up to 200 feet above round level, be willing to work in all weather conditions for long periods of time. Must be able to work in and around difficult terrain including, rocks, water, snow, ice steep slopes, elevations of approximately 10,000 feet, and other hazardous conditions. The Contractor must be able to operate a snowcat and snowmobile to access sites and be willing to access sites by helicopter or by foot when needed. =1. Contractor will be expected (7 days a week) to carry and monitor a pager phone number maintained by Pitkin County and return a phone call to citizens within 12 hours of the placement of their respective call. Contractor will maintain a log of citizen's phone calls to the Translator pager (i.e. 970-38=19791). The log should record as a minimum the date of the call, the citizens name and phone member, the nature of the concern expressed by the citizen, and the action taken to resolve the issue raised by the citizen. Contractor will provide a copy of this log for the previous thirty (30) day period to the County's Contract Administrator each month. ~. Contractor will be expected to attend bi-monthly meetings of the Pitkin County Advisory Board for Broadcast Services and meetings with the Board of County Commissioners when requested. Contractor agrees to meet with County Representative on an as needed basis as determined by the County Representative. 6. Electronic supplies and spare parts inventory sufficient to effect routine repairs (related to the maintenance service described herein) will be procured by the Contractor and paid for by the County. County procurement procedures will be followed by the contractor when purchasing equipment and parts. Expenses incurred by the Contractor for materials for building maintenance, repairs or structural work shall also be reimbursed by the County. The Contractor will obtain approval from the County prior to incurring such costs. 7. The Contractor shall maintain and repair each portion of the Translator system so that the system will perform according to the requirements established by the Federal Communications Comnussion (FCC) for the individual translator stations and in accordance with at the manufacturer's minimum specifications. In addition, the overall frequency tolerance of the multi-hop translator system will be maintained within FCC limits and in accordance with acceptable engineering practice. 8. The Contractor will be expected perform maintenance service to assure County residents that the Translator system provides a broadcast service and the public will receive the same degree of reliability as offered by major TV and FNI broadcast stations, 24 hours a day, 7 days a week. 9. The Contractor will be expected to identify the cause of any failure to the Translator system and identify the problem and propose a solution within twelve (12) hours of the failure during business hours and twenty-four (2~4) hours for out of business hours. Corrective action must be taken as quickly as possible with consideration for such factors as weather conditions. If a significant delay in repair will be inevitable due to the need for repair parts not on hand or for technical assistance from the equipment manufacturer or other cause, the County's contract administrator will be notified within 4 hours. 10. Contractor will provide all labor to cover normal maintenance and emergency repair of translators and associated equipment including the transmitting antenna, feed line and towers. 11. Contractor will notify Pitkin County representative in advance of schedulin, work, when an assistant is needed to perform tasks at a site. The County reserves the right to provide an assistant of their choice to assist in non-technical site work; instead of this assistant being provided by contractor. All assistants, and scope of work of the assistant must be approved of, in advance, by the Pitkin County representative. 1'. The Contractor will provide: • An engineer and or technician capable to provide services as described in this scope of work, to be available on a priority, as needed basis to conduct the scope of work • Crew of at least one qualified individual for the safe completion of tasks (such as tower climbing) when needed 13. The Contractor shall possess: • Ability to collaborate and work together amicably with other agencies; internal and external • Training or experience working in broadcast engineering and FM radio and TV electronics certification • Experience in developing and operating mountainous television and radio translator systems including satellite and microwave links • Annual Snow cat safety and operation training certification (iVlay be obtained through the Pitkin County Fleet Department) • Tower safety and rescue certification • RF Site safety awareness certification • Valid Colorado driver's license • Familiarity with the mountains terrain of the Roaring Fork Valley • Strong knowledge of the Federal Communications Commission's part 73 and 74 • Tower safety and rescue certification • Ability to utilize Radio propagation prediction software • Hand tools • Personal computer and office supplies required to complete duties • Four wheel drive vehicle • Local cell phone • Test equipment Contractor will be expected to cover all costs associated with the maintenance, operation (i.e. gasoline, tires, etc.) Repair and/or replacement of all items identified in paragraph 14. 14. The County will provide the following: • County Representative for directive • Snowcat, snowmobile and trailer • Gasoline and maintenance for Snowcat and trailer • Radman • Spectrum Analyzer • Radio Soft Software • Pager • Helicopter flights to sites as deternuned necessary and approved by County Representative 1 ~. Contractor will be responsible for any damage to Pitkin County assets, caused by Contractor error or neglect. Additionally, Contractor is responsible for, and shall indemnify the County against, all third party injury ancL`or property damage resulting from operation or towing of Pitkin County equipment, including but not limited to the Snowcat, snowmobile and trailer. 16. The contractor will be expected to perform routine maintenance,~clean-up tasks at each Translator site. This includes keeping each site clean and de-cluttered and may also include items such as painting the equipment shelters, repairing doors, and changing locks. The County will reimburse Contractor for the costs of consumable supplies used in these types of repairs and service. The Contractor will provide a schedule of annual routine maintenance and clean-up tasks by May 1 ~. 17. Contractor agrees to provide routine inspections at each site at least once annually. Contractor will provide corresponding reports for each site; to include operation, adjustment and cleaning of translators, antennas, connecting cables and towers, building condition, access and any other pertinent information the County representative should he aware of. This report shall also including a signal transmission report of all FM and TV translators for each routine inspection. 18. Contractor agrees to supply and prepare all needed paperwork ready for the County's signature including ,but not limited to FCC (Federal Communication Commission) government forms for renewals and applications for UHF~'VHF licensing, modifications, and new station forms as required and related to the Translator system. Should signal interference problems develop for any of the County's Translator sites, the Contractor will assist the County in resolving the problem, either at the local level or with the FCC, depending on the requirements of the situation. 19. Contractor will provide sufficient notice of time off and a plan for coverage of system during absence in writing to the County Representative. If Contractor is unable to respond within 2~ hours, Contractor shall make arrangements with another technician as approved by County Representative to resolve the outage/emergency. Compensation will not be made to the Contractor for travel costs or time to return the Roaring Fork Valley to make needed repairs to the Translator system during absence. 20. Contractor shall provide a written recommendation each year (by May 1 ~) to the County which identifies the recommended capital improvements to the entire Translator system. The recommendation provided by the Contractor will include a detailed specification of the capital improvement items. The recommendation provided by the Contractor shall classify recommended capital improvements into categories of either mandatory or elective needs. This report shall also include a brief narrative of new and/or emerging technologies within the TV Translator market and a professional opinion of ho~v these ne~v technologies could be utilized in Pitkin County's system. Contractor will not be allowed to submit bids (as a supplier) for any product of service for which the Contractor provided the County assistance in preparing the respective product specification. 1. Contractor shall advise the County within 1 ~ hours of any trespass problems, vandalism, security issues, site access problems, and/or other real or apparent concern about any Translator site. Contractor shall provide a written report to the County's Contract Administrator within 7? hours of any system outage (for any reason) that lasts more than one hour. 2?. In the case of the Contractor accepting additional contract work, the Contractor agrees to give priority to Pitkin County if a conflict of scheduling should arise. r ?3. Contractor will maintain a membership in the National Television Translator Assocoation during the term of any resulting contract.