Attachment A - Sample Contract.pdf

Contract # 087.25 Revision: 2024.11.07 CDD

MASTER SERVICE AGREEMENT FOR PROVISION OF

AIRPORT ACCESS CONTROL AND SURVEILLANCE SERVICES AND SUPPORT

WITH ON-CALL SERVICES

THIS MASTER SERVICE AGREEMENT (“Agreement”), is made and entered by and between the Board of County Commissioners of Pitkin County, Colorado, 530 E. Main St., Suite #302, Aspen, CO 81611, (“County”) and Contractor Legal Entity, Contractor Street Address (Include Suite/Unit), City, ST ZIP (hereinafter called the “Contractor”).

I. Term of Contract: The term of this contract is from Contract Start Date to Contract End Date. Optional Contract Extension

II. Contractor’s Obligations. Contractor shall provide Enter Description of Services services for various County projects as set forth herein and as set forth in the individual Task Orders, which Task Orders shall be made a part of this contract upon execution by the County and the Contractor. Contractor shall complete the scope of work as defined in the individual Task Orders issued by the County, from time to time, and agreed upon by Contractor. The projects defined in the individual Task Orders shall be the County’s engineering requirements for work with an estimated value of under spell out number of dollars dollars and spell out number of cents cents ($0.00). All projects that are estimated to be over spell out number of dollars dollars and spell out number of cents cents ($0.00) shall be subject to formal Request for Proposal/Quotation.

The scope of services shall include, but is not limited to the following:

If required, the Contractor shall utilize the following subcontractors to complete the work defined in the Task Orders. Additional subcontractors may be added by written agreement from both parties:

III. Compensation and Expenses, Invoicing, Payment and Offset. The County shall compensate Contractor for its services in accordance with the Project Budgets and Schedules set out in the Task Orders. It is expressly understood and agreed that in no event will the total compensation and reimbursement to be paid hereunder exceed the sum defined in the Task Orders. By Task Order or Task Order 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.

IV. County’s Exclusive Ownership of Work Product. Drawings, specifications, guidelines and other documents prepared by Contractor in connection with this Agreement 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 Agreement, 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 Agreement for marketing purposes and professional presentations, articles, speeches and other business purposes.

V. Pitkin County’s Obligations. Pitkin County shall administer this Agreement through a County Representative identified in the individual Task Orders. The services provided and products delivered by the Contractor under this Agreement will be subject to review by the County’s Representatives, or a designee, for compliance with Contractor’s obligations prior to final payment.

VI. Termination Prior to Expiration of Contract Term. The County has the right to terminate this Agreement, 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 Agreement shall become the County’s property.

Contractor shall be entitled to receive compensation in accordance with the Agreement for any satisfactory work completed pursuant to the terms of this Contract prior to the date of termination. Notwithstanding 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.

VII. Independent Contractor Status.

A. The parties to this Agreement intend that the relationship between them contemplated by the Agreement 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 Agreement. 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 Agreement are submitted in the manner and on the schedule defined under this Agreement.

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 Agreement.

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 Agreement.

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.

VIII. Assignability. This Agreement is not assignable by either party. Any use of subcontractors by the Contractor for performance of this Agreement must be accepted in writing by the County.

IX. Severability. In the event that any provision of this Agreement shall be held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain valid and binding upon the parties hereto.

X. Integration and Modification.

A. This Agreement represents the entire and integrated Agreement between the County and the Contractor and supersedes all prior negotiations, representations, or Agreement, either written or oral. This Agreement may be amended only by written Agreement 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 Agreement.

XI. Indemnity.

A. The Contractor agrees to indemnify, hold harmless and, not excluding the County's right to participate, defend the County, its subsidiary, parent, associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, volunteers, and any jurisdiction or agency issuing permits for any work included in the project,, hereinafter referred to as indemnitee, from all suits and claims, including attorney's fees and cost of litigation, actions, loss, damage, expense, cost or claims of any character or any nature arising out of the work done in fulfillment of the terms of this Agreement or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contractor to conform to any statutes, ordinances, regulation, law or court decree. It is agreed that the Contractor will be responsible for primary loss investigation, defense and judgment costs where this Agreement of indemnity applies. In consideration of the award of this Agreement, the Contractor agrees to waive all rights of subrogation against the County its subsidiary, parent, associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the work performed by the Contractor for the County.

B. 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.

C. Accessibility Indemnification Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against any and all costs, expenses, claims, damages, liabilities, court awards and other amounts (including attorneys’ fees and related costs) incurred by any of the Indemnified Parties in relation to Contractor’s failure to comply with §§24-85- 101, et seq., C.R.S., or the Accessibility Standards for Individuals with a Disability as established by OIT pursuant to Section §24-85-103 (2.5), C.R.S.

XII. Accessibility.

Contractor shall comply with and the Work Product provided under this Contract shall be in compliance with all applicable provisions of §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability, as established by OIT pursuant to Section §24-85-103 (2.5), C.R.S. Contractor shall also comply with all State of Colorado technology standards related to technology accessibility and with Level AA of the most current version of the Web Content Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology standards.

The County may require Contractor’s compliance to the State’s Accessibility Standards to be determined by a third party selected by the County to attest to Contractor’s Work Product and software is in compliance with §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability as established by OIT pursuant to Section §24-85-103 (2.5), C.R.S.

A.

XIII. Insurance. Contractor and subcontractors shall procure and maintain until all of their obligations have been discharged, including any warranty periods under this Agreement are satisfied, insurance against claims for injury to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors.

The insurance requirements herein are minimum requirements for this Agreement and in no way limit the indemnity covenants contained in this Agreement.

The County in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the work under this Agreement by the Contractor, its agents, representatives, employees, or subcontractors. The Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contractor is not relieved of any liability or other obligations assumed or pursuant to the Agreement by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types.

A. Coverage and Limits of Insurance. Coverage and Limits of Insurance.

Contractor shall provide coverage with limits of liability not less than those stated below. An umbrella and/or excess liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a “following form” basis.

1) Statutory Workers’ Compensation: Colorado statutory minimums

a. Policy shall contain a waiver of subrogation against the County.

b. This requirement shall not apply when a contractor or subcontractor is exempt under Colorado Workers’ Compensation Act AND when such contractor or subcontractor executes the appropriate sole proprietor waiver form.

Minimum Limits:

Coverage A (Workers’ Compensation) Statutory Coverage B (Employers Liability) $ 500,000

$ 500,000 $ 500,000

2) Commercial General Liability – ISO 1CG 0001 form or equivalent.

(With County named as an additional insured)

Minimum Limits:

General Aggregate $ 2,000,000 Products/Completed Operations Aggregate $ 2,000,000

Each Occurrence Limit $ 1,000,000 Personal/Advertising Injury $ 1,000,000 Fire Damage (Any One Fire) $ 50,000 Medical Payments (Any One Person) $ 5,000

Coverage to include:

• Premises and Operations

• Explosions, Collapse and Underground Hazards

• Personal / Advertising Injury

• Products / Completed Operations

• Liability assumed under an Insured Contract (including defense costs assumed under contract)

• Independent Contractors

• Designated Construction Project(s) General Aggregate Limit, ISO CG 2503 (1997

Edition) or equivalent

• Additional Insured—Owners, Lessees or Contractors Endorsement, ISO Form 2010

(2004 Edition) or equivalent

• Additional Insured—Owners, Lessees or Contractors Endorsement, ISO CG 2037

(2004 Edition) or equivalent

• The policy shall be endorsed to include the following additional insured language on the Additional Insured Endorsements specified above: “County, its subsidiary, parent, associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers named as an additional insured with respect to liability and defense of suits arising out of the activities performed by, or on behalf of the Contractor, including completed operations”.

3) Auto Liability: Bodily injury and property damage for any owned, hired and non-owned vehicles used in the performance of this Contract.

Minimum Limits: Statutory Coverage Bodily/Property Damage (Each Accident) $ 1,000,000

4) Special Coverages (check as appropriate and insert amount):

a. ☐ Performance Bond $

b. ☐ Professional Errors and Omissions

c. ☐ Aircraft Liability

d. ☐ Owner’s Protective

e. ☐ Builder’s Risk

f. ☐ Boiler and Machinery

g. ☐ Loss of Use Insurance

h. ☐ Pollution Liability

i. ☐ Crime, including Employee Dishonesty Coverage, or Fidelity

Bond B. Proof of Insurance:

1) Each insurance policy required by the insurance provisions of this Agreement shall provide the required coverage and shall not be suspended, voided or canceled except after thirty (30) days prior written notice has been given to the County, except when cancellation is for non-payment of premium, then ten (10) days prior notice may be given. Such notice shall be emailed directly to Procurement@pitkincounty.com. If the insurance carrier will not provide the required notice, the Consultant/Contractor and or its insurance broker shall notify the County of any cancellation, or reduction in coverage or limits of any insurance within seven (7) days of mailto:Procurement@pitkincounty.com receipt of insurers’ notification to that effect. 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 contractor’s insurance shall be primary and non-contributory with any insurance or self-insurance purchased by the County.

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 or self-insured retentions 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 Procurement Officer 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 Agreement.

XIV. Exemptions and Preferences. All purchases of construction or building or any other materials for this Agreement 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.

XV. Records. The Contractor shall maintain comprehensive, complete and accurate books, records, and documents concerning its performance relating to this Agreement for a period of three (3) years after final payment under the Agreement 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 Agreement and applicable law.

XVI. Contract Made in Colorado. The parties agree that this Agreement 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.

XVII. Attorney’s Fees. In the event that legal action is necessary to enforce any of the provisions of this Agreement, the substantially prevailing party shall be entitled to its costs and reasonable attorney’s fees.

XVIII. Governmental Immunity. Contractor agrees and understands that Pitkin County is relying on and does not waive, by any provision of this Agreement, the monetary limitations or terms (presently $150,000 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 Agreement 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.

XIX. 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 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.

XX. Notice. Any notice required or permitted under this Agreement shall be in writing and shall be provided by electronic delivery to the e-mail addresses set forth below and by one of the following methods 1) hand-delivery or 2) registered or certified mail, postage pre-paid to the mailing addresses set forth below. Each party by notice sent under this paragraph may change the address to which future notices should be sent.

Electronic delivery of notices shall be considered delivered upon receipt of confirmation of delivery on the part of the sender. Nothing contained herein shall be construed to preclude personal service of any notice in the manner prescribed for personal service of a summons or other legal process.

To Pitkin County:

Pitkin County Procurement 530 E. Main St., Suite #304 with copies to:

Pitkin County Attorney’s Office 530 E. Main St., Suite #301

Aspen, CO 81611 Procurement@PitkinCounty.com

Aspen, Colorado 81611 Attorney@pitkincounty.com

To Contractor:

Contractor Legal Entity Contractor Street Address (Include Suite/Unit) City, ST ZIP Phone: ( ) - Email: first.last@emailserver.com

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set out herein above.

CONTRACTOR LEGAL ENTITY

!#VENDOR SIGNATURE#! Date

PITKIN COUNTY, COLORADO

COUNTY MANAGER APPROVAL:

!#COUNTY MANAGER#! Date

ATTORNEY APPROVAL:

!#COUNTY ATTORNEY#! Date