HomeMy WebLinkAboutC11-326 Clever Devices ContractCONTRACT FOR PURCHASE OF HARDWARE, SOFTWARE AND INSTALLATION
SERVICES
it
This Contract is made and entered into this 4 n z:r day of
2011 ( "Effective Date ") between Eagle County, Colorado, a political subdivision of the
State of Colorado and Clever Devices, a corporation organized pursuant to the laws of
the State of Colorado (the "VENDOR "). Eagle County and Vendor may hereinafter from
time to time be referred to as "Party" or "Parties ".
RECITALS:
WHEREAS, Eagle County desires to enter into a Contract with Clever Devices to
furnish the Automatic Vehicle Location (AVL), Computer -Aided Dispatch (CAD), and
Automated Passenger Counters (APC) hardware and software and related design,
implementation and associated installation services described in Exhibit A — Scope of
Work and Technical Specifications attached hereto ( "Goods and Services" or the
Work"); and
WHEREAS, Eagle County has chosen Clever Devices to provide the Goods and
Services following a competitive procurement process wherein Eagle County through a
joint procurement with Roaring Fork Transportation Authority (RFTA) issued a Request
for Proposals, attached hereto as Exhibit C and incorporated herein, and Clever
Devices submitted a proposal in response to the Request for Proposals, attached
hereto as Exhibit D and incorporated herein, that was determined jointly by RFTA and
Eagle County to be the most advantageous proposal to Eagle County; and
WHEREAS, Clever Devices has represented to Eagle County that it is sufficiently
qualified and experienced to provide those Goods and Services described in Exhibit A
and Eagle County has relied on such representations; and
NOW, THEREFORE, in consideration of the mutual understandings and
agreements set forth, Eagle County and Clever Devices agree as follows:
ARTICLE 1 — SCOPE OF WORK
VENDOR agrees to use its expertise, skill and own employees to perform the Work,
which is to furnish all goods and services enumerated and described in Exhibit A —
Scope of Work and Technical Specifications, attached hereto and incorporated as if fully
set out herein, for thirty (30) Eagle County busses and one (1) support vehicle.
1
ARTICLE 2 — COMPENSATION AND PAYMENT
The to s for Compensation and Payment are set forth in Exhibit B — Compensation
and M thod of Payment for Goods and Services, attached hereto and incorporated as if
fully s out herein.
Notwithstanding anything to the contrary contained in this Contract, no charges shall be
made to Eagle County nor shall any payment be made to the VENDOR in excess of the
amount for any work done without written approval in accordance with a budget adopted
by the Eagle County Board of County Commissioners in accordance with provisions of
the Colorado Revised Statutes. Moreover, the parties agree that Eagle County is a
governmental entity and that all obligations beyond the current fiscal year are subject to
funds being budgeted and appropriated.
ARTICLE 3 — TERM OF CONTRACT
VENDOR shall commence provision of the Goods and Services on the Effective Date
set forth above and agrees to adhere to the Milestone Schedule for project completion
as described in Exhibit B, attached hereto and incorporated herein by this reference..
Time is of the essence in providing the Goods and Services. Time lost due to delays
beyond the control of the VENDOR may be considered by Eagle County and may
result in a revised Milestone Schedule.
Any revision to the Milestone Schedule or extension of the Term of Contract must be in III
writing and signed by both parties to the Contract in the form of a Contract Amendment
as set orth in Article 15 below.
ARTICLE 4 — FIXED PRICE CONTRACT
This C ntract is a firm, fixed -price contract. The total dollar amount of the Contract as
specifi d in Exhibit B — Compensation and Method of Payment may only be modified by
written agreement of both parties to the Contract in the form of a Contract Amendment
as spe ified in Article 15 below.
ARTICLE 5 — CONTRACT AND CONTRACT DOCUMENTS
The Contract consists of the following documents: 1.) Contract for the Purchase of
Hardwwre, Software and Installation Services between Eagle County and VENDOR; 2.)
Exhibit IA — Scope of Work and Technical Specifications; 3.) Exhibit B — Compensation
and Method of Payment for Goods and Services; 4.) Exhibit C — Request for Proposals
for Automatic Vehicle Location (AVL) and Computer -Aided Dispatch (CAD) System and
Related Services; and 5.) Exhibit D — Proposal Submitted by VENDOR in Response to
RFP. ih addition, all modifications to the Contract after contract execution that are
made in the form of Contract Amendments in accordance with Article 15 below shall be
incorporated into and made part of the Contract.
2 III
i
The documents specified in the paragraph above form the Contract for the Purchase of
Hardware, Software and Support Services between Eagle County and VENDOR. This
Contract represents the entire and integrated agreement between the parties hereto
and supersedes all prior negotiations, representations, or agreements, either written or
oral. The Contract may be amended or modified only by a Contract Amendment as
defined in Article 15 below.
ARTICLE 6 — ORDER OF PRECEDENCE OF CONTRACT DOCUMENTS
In the event of an inconsistency between any provisions of the documents that comprise
the Contract as specified in Article 5 above, the inconsistency will be resolved by giving
precedence to the Contract documents in the following order. 1) Contract Amendments;
2) Contract for the Purchase of Hardware, Software and Installation Services, including
Exhibit B — Compensation and Method of Payment for Goods and Services; 3) Exhibit A
Scope of Work and Technical Specifications; 4) Exhibit C — Request for Proposals for
Automatic Vehicle Location (AVL) and Computer -Aided Dispatch (CAD) System and
Related Services, fully - conformed and inclusive of all addenda to the RFP; and 5)
Vendor's Proposal in Response to RFP.
ARTICLE 7 — VENDOR'S SERVICES AND RESPONSIBILITIES
The VENDOR agrees that it will furnish all of the technical, administrative, professional
and other labor; all supplies, materials, equipment, printing, vehicles, office space and
facilities, testing and analyses and calculations; and all other resources necessary to
provide the professional and technical services required by Exhibit A — Scope of Work
and Technical Specifications.
ARTICLE 8 — PROJECT AUTHORIZATION AND PERFORMANCE
The VENDOR agrees to provide the required Goods and Services in accordance with
the Milestone Schedule as agreed upon by Eagle County and the VENDOR prior to
contract execution. Eagle County will issue a "Notice to Proceed" to VENDOR, which
shall authorize and direct VENDOR to begin work on the Contract. The VENDOR shall
complete all work within the Milestone Schedule.
ARTICLE 9 — FINAL COMPLETION
Vendor's obligations under this Contract will not be completed until final system
acceptance testing ( "Final System Acceptance Testing "), as defined in Exhibit A —
Scope of Work and Technical Specifications ", has been, successfully completed and
Eagle County issues a written statement that the VENDOR has completed all
requirements of the Contract. When Eagle County deems the Goods and Services
acceptable under the Contract and the Contract fully performed, Eagle County will
promptly issue a final Certificate for Payment stating that to the best of its knowledge,
information and belief, and on the basis of Eagle County's observations and
inspections, Vendor's obligations under the Contract have been completed in
3
accordance with the terms and conditions of the Contract document and that the entire IIIII
balancle found to be due the VENDOR, and noted in said final Certificate, is due and
payab.
It is understood that support, system maintenance and warranties do not begin until the
Final System Acceptance Testing has been successfully completed.
ARTICLE 10 — EAGLE COUNTY PROJECT MANAGER
The Eagle County Project Manager for this Contract is Lance Trujillo, Transit
Technology Administrator, unless otherwise designated in writing by the Eagle County
Director of Transportation.
ARTICLE 11 — INDEPENDENT CONTRACTOR
VENDOR shall provide the Goods and Services required under this Contract as an
indepefldent contractor, not as an agent or employee of Eagle County. VENDOR has
no authority to make any statement, representation, or commitment of any kind or to
take achy action binding upon Eagle County, without Eagle County's written
authorization. Eagle County is only interested in the results achieved by the Goods and
Servicos provided by the VENDOR; the manner of legally achieving those results is the
responsibility of the VENDOR.
All of the Goods and Services required by this Contract shall be provided by VENDOR or III
under its supervision, and all personnel engaged in the provision of the Goods and
Services shall be fully qualified.
Furthermore, it is understood that Eagle County will not provide insurance or benefits of
any nature to the VENDOR, its employees, or subcontractors.
The VENDOR agrees that it presently has no interest and shall not acquire any interest,
direct or indirect, which would conflict in any manner or degree with its performance of
the Contract. The VENDOR further agrees that in the performance of the Contract, no
person having any such interests shall be employed.
ARTICLE 12 — INVOICING AND PAYMENT
1)agle County will pay VENDOR, as full and complete compensation for provision
f the Goods and Services and assuming all duties, responsibilities, and
Obligations under the Contract, costs pursuant to Exhibit B — Compensation and
Method of Payment for Goods and Services of this Contract.
2) In accordance with the requirements of Exhibit B — Compensation and Method of
Payment for Goods and Services of this Contract, VENDOR shall submit to
Eagle County's Project Manager complete, properly supported and audit -worthy
Invoices, accompanied by any such supporting documentation as Eagle County II4
may reasonably require, for the Goods and Services provided. VENDOR may
submit no more than one (1) invoice to Eagle County for every 30 calendar days
of the Term of Contract.
3) Eagle County will make payment to VENDOR in accordance with the Milestone
Payment Schedule included in Exhibit B — Compensation and Method of
Payment for Goods and Services, conditioned upon compliance by VENDOR
with all other provisions of the Contract and VENDOR fumishing Eagle County
with the following:
a) Vendor's properly supported and audit -worthy invoices for the Goods and
Services provided.
b) Proof satisfactory to Eagle County that the appropriate payment milestone
has been completed.
c) Proof satisfactory to Eagle County that there are no unsatisfied claims and
that no other indebtedness exists in connection with the Goods and
Services.
d) All documents, records, correspondence, and deliverables which
VENDOR and other persons providing the Goods and Services are
required to provide to Eagle County under the Contract.
4) The invoices shall be in a form satisfactory to Eagle County. The invoices shall
be submitted to Eagle County's Project Manager at the following address:
Original Invoice to: Eagle County Regional Transportation Authority
ATTN: Lance Trujillo, Transit Technology Administrator
P.O. Box 1070
Gypsum, CO 81637
Copy to: Tracy Stowell, Administrative Coordinator
5) Payment terms are 30 calendar days following receipt of a correct and audit
worthy invoice by Eagle County.
6) The invoices submitted to Eagle County for payment shall include total invoice
amount, invoice billing period, description of the Goods and Services provided
during the invoice billing, and any other information that Eagle County may
reasonably require.
7) The presentation of the invoices by VENDOR to Eagle County as set forth in this
Article constitutes an express warranty and representation by VENDOR to Eagle
County that the Goods and Services have progressed to the point indicated and
that the quality of the Goods and Services provided is in accordance with this
Contract.
5
8) No approval of any invoice, nor any payment, final or otherwise, nor any use or
approval of Deliverables by Eagle County shall itself constitute Acceptance of the
Goods and Services.
9) Eagle County may withhold all or part of any amounts due VENDOR to protect
Eagle County from a loss, including but not limited to, losses caused by the
following:
a) Failure of VENDOR to make proper payments to its subcontractors for
Goods and Services.
b) Failure of VENDOR to carry out and /or remedy the Goods and Services in
accordance with the Contract.
c) Vendor's breach of warranties.
10) By acceptance of final payment under the Contract, VENDOR waives any and all
further claims against Eagle County arising out of or in connection with provision
of the Goods and Services provided under the Contract.
11) VENDOR shall maintain books and records supporting all amounts invoiced to
Eagle County. VENDOR shall preserve such books and records for the duration
of this Contract and for three (3) years thereafter, during which time Eagle
County and its representatives shall have access to such books and records and
Shall have the right to make any copies thereof for the purpose of auditing or
verifying invoices or for any other reasonable business purpose.
12) VENDOR warrants and represents that all books and records specified above
shall be complete and accurate and that Eagle County may rely on such records
and books for any purposes. If VENDOR becomes aware that such records are
Inaccurate or incomplete, VENDOR will promptly notify Eagle County in writing.
ARTICLE 13 — EMPLOYMENT OF EAGLE COUNTY'S PERSONNEL
The VNDOR shall not employ any person or persons in the employ of Eagle County
for aril work required by the terms of this Contract without the written permission of
Eagle County, except as may otherwise be provided for herein.
ARTICLE 14 — REVIEW OF WORK
Authorized representatives of Eagle County may, at all reasonable times review and
inspect the Goods and Services, financial reports, and data collected under the terms of
this Contract and any amendments thereto. All reports, drawings, studies,
specifications, estimates, maps, and computations prepared by or for the VENDOR
pursuant to this Contract, shall be available to authorized representatives of Eagle
County for inspection and review at all reasonable times. Acceptance shall not relieve
the VENDOR of its professional obligation to correct, at its expense, any of its negligent
errors in the work.
6
ARTICLE 15 — CHANGES
1) Contract Amendments. Eagle County shall issue Contract Amendments to make
additions, deletions, or changes to the Contract that involve increased or
decreased compensation, extensions of time or changes in the goals and
objectives for the project. To initiate a Contract Amendment, Eagle County shall
send VENDOR a Request for Contract Amendment. Upon receipt, VENDOR
shall prepare an estimate of the effects of the change on the Contract Budget
and /or Term of Contract. Upon agreement between VENDOR and Eagle County
on the effects of the change, Eagle County will issue a Contract Amendment
specifying any change to the Contract Budget or the Term of Contract.
2) The Contract Budget and /or Term of Contract shall be subject to adjustment only
by Contract Amendment(s).
3) Minor changes in the Contract which do not involve increased compensation,
extensions of time or changes in the goals and objectives of the project or this
Contract may be made by written notification of such change by either Eagle
County or the VENDOR with written approval by the other party.
ARTICLE 16 — INDEMNIFICATION
1) Professional Liability. The VENDOR shall exercise in its provision of the Goods
and Services the standard of care normally exercised by nationally recognized
organizations engaged in providing comparable goods and services. The
VENDOR shall be liable to Eagle County for any Toss, damages or costs incurred
by Eagle County for the repair, replacement or correction of any part of the
project which is deficient or defective as a result of any failure of the VENDOR to
comply with this standard.
2) Indemnification. To the fullest extent permitted by law, the VENDOR shall
indemnify, defend, and hold harmless Eagle County, its officers, its agents and
employees from and against all claims, damages, losses and expenses,
including but not limited to attomeys' fees, arising out of or resulting from the
provision of the Goods and Services, provided that any such claim, damage, Toss
or expense is attributable to bodily injury, sickness, disease or death, or to injury
to or destruction of tangible property (other than the Goods and Services)
including the loss of use resulting there from, but only to the extent caused by the
negligent act or omission of, or breach of contract by, the VENDOR, any
subcontractor of the VENDOR, anyone directly or indirectly employed by any of
them or anyone for whose acts any of them may be liable. The Parties agree
that nothing contained herein waives or is intended to waive any protections that
may be applicable to Eagle County under the Govemmental Immunity Act, §24-
10 -101 et. Seq., C.R.S., or any other rights, protections, immunities, defenses or
limitations on liability provided by law, and subject to any applicable provisions of
the Colorado Constitution and applicable laws.IIIXPP
Such obligations shall not be construed to negate, abridge, or otherwise reduce
ny other right or obligation of indemnity which would otherwise exist as to any
arty or person described in this Contract. Eagle County may, if it so desires,
ithhold the payments due the VENDOR so long as shall be reasonably
necessary to indemnify Eagle County on account of such injuries.
In any and all claims against Eagle County or any of its agents or employees by
any employee of the VENDOR, any subcontractor of the VENDOR, anyone
directly or indirectly employed by any of them or anyone for whose acts any of
them may be liable, the indemnification obligations under this Contract shall not
be limited in any way by any limitation on the amount or type of damages,
compensation or benefits payable by or for the VENDOR or any subcontractor
under the Worker's Compensation acts, disability benefits acts or other employee
benefits acts.
ARTICLE 17 — INSURANCE
1) Procurement — VENDOR and its subcontractors shall procure and maintain, until
all of their obligations have been discharged, including until any warranty periods
under this Contract are satisfied, insurance against claims for injury to persons or
damage to property which may arise from or in connection with the provision of
the Goods and Services provided hereunder by the VENDOR, its agents,
representatives, employees, or subcontractors.
2) Minimum Requirements — The insurance requirements herein are minimum
requirements for this Contract. Eagle County in no way warrants that the
minimum limits contained herein are sufficient to protect the VENDOR from
liabilities that might arise out of the provision of the Goods and Services under
this Contract by the VENDOR, its agents, representatives, employees, or
Subcontractors and VENDOR is free to purchase such additional insurance as
nay be determined necessary.
ENDOR shall procure and maintain in effect the following types of insurance at
least as broad and with limits of liability not Tess than those stated below.
a. Commercial General Liability Insurance - Occurrence form including bodily
injury, property damage, premises and operations coverage, products and
completed operations coverage, coverage for independent contractors,
personal and advertising injury coverage, and broad form contractual liability.
Limits of Liability
General Aggregate 2,000,000
Each Occurrence 1,000,000
8 III
b. Workers Compensation and Employer's Liability Insurance
Limits of Liability
Workers Compensation Colorado Statutory Limits
EL: Bodily Injury by Accident — per employee 100,000
EL: Bodily Injury by Disease — per employee 100,000
Employer's Liability (EL) Policy Limits 500,000
c. Business Automobile Liability
Limits of Liability
Combined Single Limit (Bodily
Injury & Property Damage)1,000,000
d. Professional Liability
Limits of Liability
General Aggregate 1,000,000
3) Primary Insurance — The Vendor's insurance coverage shall be primary
insurance with respect to Eagle County, its Board of County Commissioners,
officials, agents, and employees. Any insurance or self - insurance maintained by
Eagle County, its officers, officials, agents, or employees shall be in excess to
the coverage of the Vendor's insurance and shall not contribute to it.
4) Eagle County as Additional Insured — Eagle County shall be named as an
additional insured under the Vendor's Automobile and Commercial General
Liability coverages, providing that such insurance is primary with respect to
claims made by Eagle County, and these coverages shall be occurrence -based
policies, and shall specifically provide that all coverage limits are exclusive of
costs of defense, including attorney fees. The VENDOR shall provide certfficates
of insurance to Eagle County indicating compliance with this paragraph.
5) Waiver of Subrogation — VENDOR shall obtain from its insurers a waiver of
subrogation against Eagle County, its Board of County Commissioners, officials,
agents, and employees for all insurance coverage except Workers
Compensation.
6) Vendor and Subcontractors — VENDOR shall require all of its subcontractors to
provide the aforementioned coverage at levels that the VENDOR and its
subcontractors may consider necessary and any deficiency in the coverage or
policy limits of the subcontractors will be the sole responsibility of VENDOR.
7) Contractual Liability — The insurance provisions in this Contract in no way affect
the liability of VENDOR or the indemnity covenants stated elsewhere in this
Contract.
9
8) Deductibles and Self- Insured Retention — All deductibles and /or self - insured
retention amounts must be declared to and approved by Eagle County. At the
option of Eagle County, the insurer shall either reduce or eliminate such
deductibles or self- insured retentions with respect to Eagle County, its Board of
County Commissioners, officials, agents, or employees.
9) Acceptability of Insurers — Insurance is to be placed with insurers duly licensed in
the State of Colorado and with an "A.M. Best' rating of not Tess than "A:VII" at the
time of placement of the insurance policies. Eagle County in no way warrants
that the above required minimum insurer rating is sufficient to protect the
VENDOR from potential insurer insolvency.
10) Certificates of Insurance — Before commencing performance on the Contract,
VENDOR and its subcontractors must fumish certificates(s) of insurance (using
ACORD form or equivalent) to Eagle County evidencing:
a. Insurance coverage acceptable to Eagle County.
b. Signature by person authorized by insurer to bind coverage on its behalf.
c. Effective expiration dates of policies.
d. Eagle County must be given 30 days written notice of all cancellation,
non - renewable, or material changes in policy.
e. A waiver of subrogation endorsement has been attached to all policies
except Workers Compensation.
f. Any deductible and /or self - insured retention.
g. Any policy endorsements that restrict or limit coverage.
h. Any exclusions to the policy which are not part of the standard form.
i. Certificate of Insurance title biock format is as follows: Eagle County
Regional Transportation Authority, P.O. Box 1070 Gypsum, CO 81637.
Failure to maintain the insurance policies as required by this Contract or to
provide evidence of renewal is a material breach of the Contract.
ARTICLE 18 — SUBLETTING, ASSIGNMENT, OR TRANSFER
It is understood by the parties to this Contract that the work of the VENDOR is
considered personal by Eagle County. The VENDOR agrees not to assign, sublet, or
transfer any or all of its interest in this Contract without prior written approval by Eagle
County.
Eagle County reserves the right to review all subcontracts prepared in connection with
the Contract, and the VENDOR agrees that it shall submit to Eagle County any
proposed subcontract documents together with subcontractor cost estimates for review
and written concurrence of Eagle County no later than five (5) business days in advance
of their execution.
10
Any contract between the VENDOR and any subcontractor shall comply with all
provisions of this Contract. Eagle County's approval of any assignment, sublet, or
transfer shall not release the VENDOR of any obligation under this Contract. As
between Eagle County and the VENDOR, the VENDOR shall be fully responsible for
the acts and omissions of the subcontractors and persons either directly or indirectly
employed by the VENDOR. Nothing contained in this Contract shall create any
contractual relation between any subcontractor and Eagle County.
All subcontracts in the amount of $10,000.00 or more shall include the provisions set
forth in this Contract.
ARTICLE 19 — TERMINATION
The rights and remedies of Eagle County under this Article shall be non - exclusive,
and shall be in addition to all the other remedies available to Eagle County at law
or in equity.
1) Termination for Cause: If the VENDOR fails to perform in the manner called for
in this Contract or if the VENDOR fails to comply with any other provisions of this
Contract, Eagle County may terminate this Contract for cause. Termination shall
be effected by serving a notice of termination on the VENDOR setting forth the
manner in which the VENDOR has breached or is in default. The VENDOR will
only be paid the contract price for Goods and Services provided in accordance
with the manner of performance set forth in this Contract.
If it is later determined by Eagle County that the VENDOR has an excusable
reason for not performing, such as a strike, fire, flood or other events which are
not the fault of or are beyond the control of the VENDOR, Eagle County, after
setting up a new delivery of performance schedule, may allow the VENDOR to
continue work or treat the termination as a termination of convenience.
Eagle County in its sole discretion may, in the case of a termination for cause,
allow the VENDOR an appropriate period of time to cure the breach or default.
In such case, the notice of termination will state the time period in which cure is
permitted and other appropriate conditions. If the VENDOR fails to remedy to
Eagle County's satisfaction the breach or default, Eagle County shall have the
right to terminate this Contract without any further obligation to the VENDOR.
Any such termination for breach or default shall not in any way operate to
preclude Eagle County from also pursuing all available remedies against the
VENDOR and its sureties for said breach or default.
2) Termination for Convenience: Eagle County may terminate this Contract for its
convenience at any time by giving written notice to the VENDOR of such
termination and specifying the effective date thereof, at least five (5) business
days before the effective date of such termination. If the Contract is terminated
by Eagle County for convenience, the VENDOR will be paid compensation for
11
those Goods and Services actually provided. Partially completed tasks will be 411
compensated for based on a signed statement of completion to be submitted by
the VENDOR which shall itemize each task element and briefly state what work
has been completed and what work remains to be done.
ARTICLE 20 — APPLICABLE LAWS AND VENUE
This Contract shall be govemed by the laws of the State of Colorado and the Parties
hereby agree to submit to the Jurisdiction of the courts thereof. Venue for any dispute
arising out of this agreement shall be the 5 Judicial District for the State of Colorado.
ARTICLE 21 — SEVERABILITY
If any provision of this Contract is held to be invalid, illegal, or unenforceable for any
reason, the validity, legality, and enforceability of the remaining provisions of this
Contract will not be adversely affected.
ARTICLE 22 — ASSIGNABILITY
Assignability addressed in Article 18 above.
ARTICLE 23 — NOTICES
1) All official notices and communications under this Contract shall be in writing and
shall be deemed to have been duly given (i) on the date of delivery if delivered
personally to the party to whom notice is given, or (ii) at the date of actual receipt
if mailed by U.S. Postal Service, postage prepaid, return receipt requested.
2) Notices and other communications shall be directed to the parties at the
addresses listed below:
otice to VENDOR:
lever Devices
TTN:ask t4 \I;
137 Commercial Street
Plainview, NY 11803
1otice to Eaale County:
Eagle County Regional Transportation Authority
ATTN: Lance Trujillo, Transit Technology Administrator
Tracy Stowell, Administrative Coordinator
P.O. Box 1070
Gypsum, CO 81637
12
3) Telephonic and electronic mail communications and facsimile transmittals may be
used to expedite communications, but neither shall be considered official
communications under this Contract unless and until confirmed in writing in
accordance with this Article 26, paragraph (1) above.
ARTICLE 24 — LIQUIDATED DAMAGES
Time is of the essence in the provision of the Goods and Services under the Contract.
In the event of Vendor's failure to provide the Goods and Services as specified in the
Contract, it would be difficult to determine the exact amount of the loss or damages
suffered by Eagle County due to the Vendor's failure to perform the Work; therefore:
For every day that the Work is not completed after the agreed upon Milestone Payment
Schedule, included in Exhibit B — Compensation and Method of Payment for Goods and
Services, the VENDOR will be liable to Eagle County in the amount of one - thousand
and 0/100 dollars ($1,000.00), as liquidated damages and not as penalty, for each and
every day the VENDOR shall be in default. This clause will not apply to any failure to
perform the Work due to acts of God, acts of the Public Enemy, acts of the Government
in either its sovereign or contractual capacity), fires, floods, strikes, and unusually
severe weather; provided, that the VENDOR shall, within five (5) days of any such
failure to perform, notify a designated representative of Eagle County in writing of the
causes of same and the facts relating thereto.
Eagle County reserves that right to waive the liquidated damages for non - performance
of the Work. A written request for said waiver shall be forwarded to the Eagle County
Transit Technology Administrator as soon as the VENDOR is aware of circumstances
that have caused the delay. Said request shall include a statement of cause and
expected time delay.
It is expressly understood and agreed to by the Parties that the VENDOR shall not be
entitled to damages or compensation and shall not be reimbursed for losses on account
of delays resulting from any cause under this provision.
ARTICLE 25 — SOFTWARE LICENSES AND ESCROW
The VENDOR shall grant Eagle County the right to use all software and firmware
provided under the Contract and will not impose any licensing restrictions on interfacing
data to or from any database. Eagle County shall be the owner of all software data.
ARTICLE 26 — OWNERSHIP OF DOCUMENTS
11111 13
The VENDOR agrees that all reports, drawings, computer disks, specifications, u9p9ps rvey
notes, estimates, maps, computations, and other data prepared by or for it under the
terms of this Contract shall be delivered to, become, and remain the property of Eagle
County upon termination or completion of the work. Eagle County shall have the right,
at its sole risk, to use the same without restriction or limitation and without
compehsation to the VENDOR other than that provided for in this Contract. The
VENDOR shall not have the right to use same for sale or other benefit without express
written permission from Eagle County.
ARTICLE 27 — PATENT AND RIGHTS IN DATA
If patentable discoveries or inventions should result from work described herein, all
rights accruing from such discoveries or inventions will be the sole property of Eagle
County. However, Eagle County agrees to and does hereby grant to the VENDOR an
irrevocable, non - exclusive, non - transferable, and royalty -free license to practice each
invention in the manufacture, use, and disposition according to law of any article or
material and in use of any method that may be developed as a part of the work under
this Contract.
ARTICLE 28 — COPYRIGHTING
The VENDOR and Eagle County agree that any papers, interim reports, forms, and any
other material which are part of the Work under this Contract are to be deemed a "work 111forhire," as such term is defined in the Copyright Laws of the United States. As a "work
made for hire ", all copyright interests in said works will vest in Eagle County upon
creation of the copyrightable work. If any papers, interim reports, forms, or other
material which are a part of work under this Contract are deemed by law not to be a
work fbr hire ", any copyright interests of the VENDOR are hereby assigned completely
and solely to Eagle County. Publication rights to any works produced under this
Contract are reserved by Eagle County.
ARTICLE 29 — PUBLICATION AND PUBLICITY
Articlea, papers, bulletins, data, studies, statistics, interim or final reports, oral
transmittals, or any other materials reporting the plans, progress, analyses, results, or
findings of work conducted under this Contract shall not be presented publicly or
published without prior written approval by Eagle County.
All releases of information, findings, and recommendations shall include a disclaimer
provision and all published reports shall include that disclaimer on the cover and title
page in the following form:
The contents of this publication reflect the views of the author(s), who is (are)
responsible for the facts and accuracy of the data presented herein. The
opinions, findings, and conclusions in this publication are those of the author(s)
and do not necessarily reflect the official views or policies of those of the Eagle
14
County TransportationRegional Authority or the Federal Transit Administration.P
This publication does not constitute a standard, specification, or regulation."
If any information concerning the Goods or Services, their conduct, results, or data
gathered or processed should be released by the VENDOR without prior approval from
Eagle County, the release of same shall constitute grounds for termination of this
Contract without indemnity to the VENDOR. In addition, the VENDOR shall indemnify
and hold harmless Eagle County, its officers, employees, and agents from any liability
arising from such unauthorized release of data.
Any request for information directed to the VENDOR, pursuant to the Colorado Open
Records Act, by the public shall be immediately redirected to EAGLE COUNTY for
handling. Eagle County shall be responsible for providing the response to requests
under the Colorado Open Records Act. The VENDOR acknowledges and agrees that
all records of the Services and the work, including records of the VENDOR and its
subcontractors are subject to the Colorado Open Records Act, C.R.S. 24 -72 -201
through 24 -72 -309 et seq.
ARTICLE 30 — COVENANT AGAINST CONTINGENT FEES
The VENDOR shall comply with all relevant requirements of all Federal, State, and local
laws. The VENDOR warrants that it has not employed or retained any company or
person, other than a bona fide employee working solely for the VENDOR, to solicit or
secure this Contract, and that it has not paid or agreed to pay any company or person,
other than a bona fide employee working solely for the VENDOR, any fee, commission,
percentage, brokerage fee, gifts, or any other consideration, contingent upon or
resulting from the award or making of this Contract. For breach or violation of this
warranty, Eagle County shall have the right to annul this Contract without liability, or in
its discretion, to deduct from the Contract price or consideration, or otherwise recover,
the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent
fee.
ARTICLE 31 — WARRANTIES
The VENDOR warrants that it shall use the highest professional principles and practice
in the performance of its obligations under this Contract and that its performance shall
reflect the highest professional knowledge, skill, and judgment. VENDOR further
warrants and agrees that it, and any persons assigned by VENDOR, shall perform this
Contract in compliance with all federal, state, and local laws, statutes, acts, ordinances,
rules, regulations, codes, or standards.
ARTICLE 32 — NONWAIVER
No failure or waiver or successive failures or waivers on the part of either party, its
successors or permitted assigns, in the enforcement of any condition, covenants, or
15
article f this Contract shall operate as a discharge of any such condition, covenant,P rg y ant, or
article nor render the same invalid, nor impair the right of either party hereto, their
successors or permitted assigns, to enforce the same in the event of any subsequent
breaches by the other party hereto, its successors or permitted assigns.
ARTICLE 33 — MERGER
This Contract constitutes the entire agreement of the parties, all prior discussions,
representations, and agreements being merged herein. The Contract may not be
changed, modified, extended, or amended, nor any provision thereof waived, except by
a written amendment executed by duly authorized representatives of the respective
parties, The captions in this Contract are for convenience only and shall not affect the
substantive meaning of any provision herein.
ARTICLE 34 — NO THIRD PARTY RIGHTS
Except as expressly set forth herein, the representations, wan terms, and
provisions of this Contract are for the exclusive benefit of the parties hereto and no
other person or entity shall have any right or claim against either party by reason of any
of these terms and provisions or be entitled to enforce any of these terms and
provisions against either party.
ARTICLE 35 — ATTACHMENTS
Any attachment or exhibit to this Contract will be incorporated into and made a part of
this Contract. In the event of a conflict between the provisions contained in the body of
this Contract and any attachment or exhibit, the terms in the body of this Contract will
control.
ARTICLE 36 — SEPARATE COUNTERPARTS
This Contract may be executed in one or more counterparts, each of which, when so
executed, shall be deemed to be an original. Such counterparts shall together
constitute and be one and the same instrument.
ARTICLE 37 — IMMIGRATION COMPLIANCE
If Contractor /Consultant has any employees or subcontractors, Contractor /Consultant
shall comply with C.R.S. § 8- 17.5 -101, et seq., regarding Illegal Aliens — Public
Contracts for Services, and this Contract. By execution of this Contract,
Contractor /Consultant certifies that it does not knowingly employ or contract with an
illegal alien who will perform under this Contract and that Contractor /Consultant will
participate in the E -verify Program or other Department of Labor and Employment
program ( "Department Program ") in order to confirm the eligibility of all employees who
are newly hired for employment to perform work under this Contract.
A. Contractor /Consultant shall not:
16
i)Knowingly employ or contract with an illegal alien to perform work
under this contract for services; or
ii) Enter into a contract with a subcontractor that fails to certify to the
Contractor /Consultant that the subcontractor shall not knowingly
employ or contract with an illegal alien to perform work under the
public contract for services.
B. Contractor /Consultant has confirmed the employment eligibility of all
employees who are newly hired for employment to perform work under
this Contract through participation in the E -verify Program or Department
Program, as administered by the United States Department of Homeland
Security. Information on applying for the E -verify program can be found
at:
http://www.dhs.gov/xprevprot/proqrams/Qc 1185221678150.shtm
C. The Contractor /Consultant shall not use either the E -verify program or
other Department Program procedures to undertake pre - employment
screening of job applicants while the public contract for services is being
performed.
D. If the Contractor /Consultant obtains actual knowledge that a subcontractor
performing work under the public contract for services knowingly employs
or contracts with an illegal alien, the Contractor /Consultant shall be
required to:
i)Notify the subcontractor and the County within three days that the
Contractor /Consultant has actual knowledge that the subcontractor
is employing or contracting with an illegal alien; and
11) Terminate the subcontract with the subcontractor if within three
days of receiving the notice required pursuant to subparagraph (i)
of the paragraph (D) the subcontractor does not stop employing or
contracting with the illegal alien; except that the
Contractor /Consultant 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.
E. The Contractor /Consultant shall comply with any reasonable request by
the Department of Labor and Employment made in the course of an
investigation that the department is undertaking pursuant to its authority
established in C.R.S. § 8- 17.5- 102(5).
17
1
F.If a Contractor /Consultant violates these prohibitions, the County may II
terminate the contract for a breach of the contract. If the contract is so
terminated specifically for a breach of this provision of this Contract, the
Contractor /Consultant shall be liable for actual and consequential
damages to the County as required by law.
3. The County will notify the office of the Colorado Secretary of State if
Contractor /Consultant violates this provision of this Contract and the
County terminates the Contract for such breach.
ARTICLE 38 — REGULATORY COMPLIANCE
The work to be performed as the Services under this Contract may be financed, in part,
by grants provided under programs of the Federal Transit Act, as amended, and as
such is subject to the Terms and Conditions set forth in the grant agreements.
VENDOR understands that Federal laws, regulations, policies, and related
administrative practices applicable to the Contract may be modified from time to time.
VENDOR acknowledges that the most recent of such Federal requirements will govem
the Contract at any particular time, unless the Federal Govemment determines
otherwise. Likewise, new Federal laws, regulations, policies, and administrative
practices may be established after the Contract is executed and may apply to the
Contract. The laws and regulations detailed in this Contract include, but are not limited
to, those that will be applicable to the Contract. To the extent applicable, VENDOR shall
comply with the Federal, State, and Eagle County imposed requirements contained in this
Contract.
ARTICLE 39 — NO GOVERNMENT OBLIGATION TO THIRD PARTIES
1) Eagle County and VENDOR acknowledge and agree that, notwithstanding any
concurrence by the Federal Govemment in or approval of the solicitation or
award of the underlying Contract, absent the express written consent by the
ederal Govemment, the Federal Govemment is not a party to this Contract and
hall not be subject to any obligations or liabilities to Eagle County, VENDOR, or
ny other party (whether or not a party to that Contract) pertaining to any matter
i from the underlying Contract.
2) The VENDOR agrees to include the above clause in each subcontract financed
in whole or in part with Federal assistance provided by FTA. It is further agreed
that the clause shall not be modified, except to identify the subcontractor who will
be subject to its provisions.
ARTICLE 40 — PROGRAM FRAUD AND FALSE OR FRAUDULENT
STATEMENTS OR RELATED ACTS
18 III
1) The VENDOR acknowledges that the provisions of the Program Fraud Civil
Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT
regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its
actions pertaining to this Contract. Upon execution of the underlying Contract,
the VENDOR certifies or affirms the truthfulness and accuracy of any statement it
has made, it makes, it may make, or causes to be made, pertaining to the
underlying Contract or the FTA assisted project for which this Contract work is
being performed. In addition to other penalties that may be applicable, the
VENDOR further acknowledges that if it makes, or causes to be made, a false,
fictitious, or fraudulent claim, statement, submission, or certification, the Federal
Govemment reserves the right to impose the penalties of the Program Fraud
Civil Remedies Act of 1986 on the VENDOR to the extent the Federal
Govemment deems appropriate.
2) The VENDOR also acknowledges that if it makes, or causes to be made, a false,
fictitious, or fraudulent claim, statement, submission, or certification to the
Federal Govemment under a contract connected with a project that is financed in
whole or in part with Federal assistance originally awarded by FTA under
authority of 49 U.S.C. § 5307, the Govemment reserves the right to impose the
penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the VENDOR, to
the extent the Federal Government deems appropriate.
3) The VENDOR agrees to include the above two clauses in each subcontract
financed in whole or in part with Federal assistance provided by FTA. It is further
agreed that the clauses shall not be modified, except to identify the subcontractor
who will be subject to the provisions.
ARTICLE 41 — ACCESS TO RECORDS
The following access to records requirements apply to this Contract:
1) Where the Purchaser (Eagle County) is the FTA Recipient or a subgrantee of the
FTA Recipient in accordance with 49 C. F. R. 18.36(i), the VENDOR agrees to
provide the Purchaser (Eagle County), the FTA Administrator, the Comptroller
General of the United States or any of their authorized representatives access to
any books, documents, papers, and records of the VENDOR which are directly
pertinent to this Contract for the purposes of making audits, examinations,
excerpts and transcriptions.
2) The VENDOR agrees to permit any of the foregoing parties to reproduce by any
means whatsoever or to copy excerpts and transcriptions as reasonably needed.
3) The VENDOR agrees to maintain all books, records, accounts, and reports
required under this Contract for a period of not Tess than three (3) years after the
date of termination or expiration of this Contract, except in the event of litigation
or settlement of claims arising from the performance of this Contract, in which
19
I
I
Case VENDOR agrees to maintain same until the Purchaser (Eagle County), the
PTA Administrator, the Comptroller General, or any of their duly authorized
representatives, have disposed of all such litigation, appeals, claims or
exceptions related thereto. Reference 49 CFR 18.39(ix11).
4) 6•A does not require the inclusion of these requirements in subcontracts.
ARTICLE 42 — FEDERAL CHANGES
VENDOR shall at all times comply with all applicable FTA regulations, policies,
procedures, and directives, including without limitation those listed directly or by
reference in the Master Agreement between Purchaser (Eagle County) and FTA, as
they may be amended or promulgated from time to time during the term of this Contract.
Vendors failure to so comply shall constitute a material breach of this Contract.
ARTICLE 43 — CIVIL RIGHTS
The following requirements apply to the underlying Contract:
1) Jondiscrimination - In accordance with Title VI of the Civil Rights Act, as
amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975,
as amended, 42 U.S.C. §6102, section 202 of the Americans with Disabilities
Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the
VENDOR agrees that it will not discriminate against any employee or applicant
for employment because of race, color, creed, national origin, sex, age, or
disability. In addition, the VENDOR agrees to comply with applicable Federal
Nmplementing regulations and other implementing requirements FTA may issue.
2) equal Employment Opportunity - The following equal employment opportunity
requirements apply to the underlying Contract:
a) Race, Color, Creed, National Origin. Sex - In accordance with Title VII of
the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit
laws at 49 U.S.C. § 5332, the VENDOR agrees to comply with all
applicable equal employment opportunity requirements of U.S.
Department of Labor (U.S. DOL) regulations, "Office of Federal Contract
Compliance Programs, Equal Employment Opportunity, Department of
Labor", 41 C.F.R. Parts 60 et seq., (which implement Executive Order No.
11246, "Equal Employment Opportunity ", as amended by Executive Order
No. 11375, "Amending Executive Order 11246 Relating to Equal
Employment Opportunity", 42 U.S.C. § 2000e note), and with any
applicable Federal statutes, executive orders, regulations, and Federal
policies that may in the future affect construction activities undertaken in
the course of the Contract. The VENDOR agrees to take affirmative
action to ensure that applicants are employed, and that employees are
treated during employment, without regard to their race, color, creed,
20
1111 national origin, sex, or age. Such action shall include, but not be limited
to, the following: employment, upgrading, demotion, or transfer,
recruitment or recruitment advertising; layoff or termination; rates of pay or
other forms of compensation; and selection for training, including
apprenticeship. In addition, the VENDOR agrees to comply with any
implementing requirements FTA may issue.
b) Acme - In accordance with section 4 of the Age Discrimination in
Employment Act of 1967, as amended, 29 U.S.C. § 623 and Federal
transit law at 49 U.S.C. § 5332, the VENDOR agrees to refrain from
discrimination against present and prospective employees for reason of
age. In addition, the VENDOR agrees to comply with any implementing
requirements FTA may issue.
c) Disabilities - In accordance with section 102 of the Americans with
Disabilities Act, as amended, 42 U.S.C. § 12112, the VENDOR agrees
that it will comply with the requirements of U.S. Equal Employment
Opportunity Commission, "Regulations to Implement the Equal
Employment Provisions of the Americans with Disabilities Act ", 29 C.F.R.
Part 1630, pertaining to employment of persons with disabilities. In
addition, the VENDOR agrees to comply with any implementing
requirements FTA may issue.
3) The VENDOR also agrees to include these requirements in each subcontract
financed in whole or in part with Federal assistance provided by FTA, modified
only if necessary to identify the affected parties.
ARTICLE 44 — DISADVANTAGED BUSINESS ENTERPRISES (DBE)
1) This Contract is subject to the requirements of Title 49, Code of Federal
Regulations, Part 26, Participation by Disadvantaged Business Enterprises in
Department of Transportation Financial Assistance Programs. CDOT's overall
goal for DBE participation in federally funded contracts during FY 2012 (October
1, 2011 — September 30, 2012) is 4.5 %. This project is included in this goal and
Eagle County is making a good faith effort to help CDOT meet this goal.
2) The VENDOR shall not discriminate on the basis of race, color, national origin, or
sex in the performance of this Contract. The VENDOR shall carry out applicable
requirements of 49 CFR Part 26 in the award and administration of this DOT -
assisted contract. Failure by the VENDOR to carry out these requirements is a
material breach of this Contract, which may result in the termination of this
Contract or such other remedy as Eagle County deems appropriate. Each
subcontract the VENDOR signs with a subcontractor must include the assurance
in this paragraph (see 49 CFR 26.13(b)).
21
3) The VENDOR will be required to report its DBE participation obtained through
grace- neutral means throughout the Term of Contract.
4) The VENDOR is required to pay its subcontractor(s) performing work related to
this contract for satisfactory performance of that work no later than 15 calendar
days after the Vendor's receipt of payment for that work from Eagle County. In
addition, the VENDOR may not hold retainage from its subcontractor(s).
5) The VENDOR must promptly notify Eagle County, whenever a DBE
subcontractor performing work related to this Contract is terminated or fails to
complete its work, and must make good faith efforts to engage another DBE
subcontractor to perform at least the same amount of work. The VENDOR may
not terminate any DBE subcontractor and perform that work through its own
forces or those of an affiliate without prior written consent of Eagle County.
ARTICLE 45 — INCORPORATION OF FEDERAL TRANSIT
ADMINISTRATION (FTA) TERMS
The preceding provisions include, in part, certain Standard Terms and Conditions
required by DOT, whether or not expressly set forth in the preceding contract
provisions. All contractual provisions required by DOT, as set forth in FTA Circular
4220.1 +F, are hereby incorporated by reference. Anything to the contrary herein
notwithstanding, all FTA mandated terms shall be deemed to control in the event of a
conflict with other provisions contained in this Contract. The VENDOR shall not perform
any act, fail to perform any act, or refuse to comply with any Eagle County requests
which would cause Eagle County to be in violation of the FTA terms and conditions.
ARTICLE 46 — ENERGY CONSERVATION
The VENDOR agrees to comply with mandatory standards and policies relating to
energy efficiency which are contained in the state energy conservation plan issued in
compliance with the Energy Policy and Conservation Act.
ARTICLE 47 - DEBARMENT AND SUSPENSION
This Contract is a covered transaction for purposes of 49 CFR Part 29. As such, the
VENDOR is required to verify that neither the VENDOR, its principals as defined at 49
CFR 29.995, or affiliates as defined at 49 CFR 29.905, are excluded or disqualified as
defined at 49 CFR 29.940 and 29.945.
The VENDOR is required to comply with 49 CFR 29, Subpart C and must include the
requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction
it enter into. By signing and submitting its proposal, VENDOR certifies as follows:
The certification in this clause is a material representation of fact relied upon by Eagle
County. If it is later determined that the VENDOR knowingly rendered an erroneous
22
certification, in addition to remedies available to Eagle County, the Federal Govemment
may pursue available remedies, including but not limited to suspension and /or
debarment. The VENDOR agrees to comply with the requirements of 49 CFR 29,
Subpart C throughout the Term of Contract. The VENDOR further agrees to include a
provision requiring such compliance in its lower tier covered transactions.
ARTICLE 48 — FLY AMERICA REQUIREMENTS
The VENDOR agrees to comply with 49 U.S.C. 40118 (the "Fly America" Act) in
accordance with the General Services Administration's regulations at 41 CFR Part 301-
10, which provide that recipients and sub- recipients of Federal funds and their
contractors are required to use U.S. Flag air carriers for U.S Govemment- financed
intemational air travel and transportation of their personal effects or property, to the
extent such service is available, unless travel by foreign air carrier is a matter of
necessity, as defined by the Fly America Act. The VENDOR shall submit, if a foreign air
carrier was used, an appropriate certification or memorandum adequately explaining
why service by a U.S. flag air carrier was not available or why it was necessary to use a
foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly
America requirements. The VENDOR agrees to include the requirements of this section
in all subcontracts that may involve intemational air transportation.
ARTICLE 49 — CLEAN WATER REQUIREMENTS
1) The VENDOR agrees to comply with all applicable standards, orders or
regulations issued pursuant to the Federal Water Pollution Control Act, as
amended, 33 U.S.C. 1251 et seq. The VENDOR agrees to report each violation
to Eagle County and understands and agrees that Eagle County will, in tum,
report each violation as required to assure notification to FTA and the appropriate
EPA Regional Office.
2) The VENDOR also agrees to include these requirements in each subcontract
exceeding $100,000 financed in whole or in part with Federal assistance provided
by FTA.
ARTICLE 50 — CLEAN AIR REQUIREMENTS
1) The VENDOR agrees to comply with all applicable standards, orders or
regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§
7401 et seq. The VENDOR agrees to report each violation to Eagle County and
understands and agrees that Eagle County will, in tum, report each violation as
required to assure notification to FTA and the appropriate EPA Regional Office.
2) The VENDOR also agrees to include these requirements in each subcontract
exceeding $100,000 financed in whole or in part with Federal assistance
23
provided by FTA.
ARTICLE 51 — CARGO PREFERENCE
USE OF UNITES STATES FLAG VESSELS)
The VENDOR agrees:
1) To utilize privately owned United States flag commercial vessels to ship at least
fifty percent (50 %) of the gross tonnage (computed separately for dry bulk
carriers, dry cargo liners and tankers) involved, whenever shipping any
equipment, materials, or commodities pursuant to this section, to the extent
such vessels are available at fair and reasonable rates of United States flag
commercial vessels; and
2) To furnish within twenty (20) working days following the date of loading for
shipments originating within the United States, or within thirty (30) working days
following the date of loading for shipments originating outside of the United
States, a legible copy of a rated, "on- board" commercial ocean bill -of- lading in
English for each shipment of cargo described in paragraph above to Eagle
County(through the prime contractor in the case of a subcontractor's bills -of-
lading) and to the Division of National Cargo, Office of Market Development,
Maritime Administration, 400 7th Street, S.W., Washington, D.C. 20590, marked
with appropriate identification of the project; and
3) To insert these requirements in all subcontracts issued pursuant to this
Contract when the subcontract may involve the transport of equipment,
material, or commodities by ocean vessel.
ARTICLE 52 — LOBBYING
Vendors who apply or bid for an award of $100,000 or more shall file the certification
required by 49 CFR Part 20, "New Restrictions on Lobbying." Each tier certifies to the
tier above that it will not and has not used Federal appropriated funds to pay any
person or organization for influencing or attempting to influence an officer or employee
of any agency, a member of Congress, officer or employee of Congress, or an
employee of a member of Congress in connection with obtaining any Federal contract,
grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the
name of any registrant under the Lobbying Disclosure Act of 1995 who has made
lobbying contacts on its behalf with non - Federal funds with respect to that Federal
contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded
from tier to tier up to the recipient.
The Certification Regarding Lobbying submitted by VENDOR with its proposal is
attached to this Contract in Exhibit D — VEDOR Response to RFP.
24
If a Standard Form LLL, "Disclosure Form to Report Lobbying," is required to be
completed by the VENDOR or subcontractor at any tier, such disclosure form shall be
fumished to Eagle County.
ARTICLE 53 — AUTHORIZATION
The person or persons signing and executing this Contract on behalf of each Party do
hereby warrant and guarantee that he/she or they have been fully authorized to execute
this Contract and to validly and legally bind such Party to all the terms, performances and
provisions herein set forth.
ARTICLE 54 — CONTRACT SUBJECT TO APPROPRIATION
Eagle County's financial obligation under the Contract shall be contingent upon the
availability of appropriated funds from which payment for contract purposes can be
made. No legal liability on the part of Eagle County for any payment may arise until
funds are made available for the Contract by Eagle County Board of County
Commissioners.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK //
25
WITNESS WHEREOF, said parties have hereunto set their hand and affixed III
their sOals the day and year above first written.
COUNTY OF EAGLE, STATE OF
COLORADO, by the B 4 1 unty Commissioners
0By:a/
Chairman dV kt-ot
ATTEST:
CF PAeL •
Vir 1 4
I tom' on M 4.4
lerk to th; , o o agl r ' .
County Commissioners
CLEVER DEVICES,
By:
Title:C. Cam. U •III
STAT OF Mr Vo
ss.
COUN OF IaSSacc
The foregoing instrument was acknowledged before me by nc(a-eet) i/7r
this 3 re day of 0 c--F b r,r•20 ti .
My commission expires: acv / , , 0 / i
j.C,Q, L.. , CL/c4-4..4. ZtT'T DENISE R. SCHMIDT
Notary Public NOTARY PUBLIC -STATE OF NEW YORK
No. 01 SC5015566
Qualified in Nassau County
My Commission Expires July 26, 2013
26
For access to Exhibit A,
please complete the
attached Open
Records Request Form
and submit it to the
office of the County
Attorney
Eagle County Public Records Request Form
The following request is made under the Colorado Open Records Statute
Printed Name:
______________________________________________________________________________
Organization represented (if any):
_______________________________________________________________
Address: (mailing)__________________________________________________________________________
Phone number: _________________________________ Email: _______________________________
Inspection prior to requesting copies: YES / NO Request for copies in lieu of inspection: YES / NO
Name or identification of record(s) requested: ____________________________________________________
__________________________________________________________________________________________
__________________________________________________________________________________________
If the record name is unknown, provide a brief, but specific description of the document or information
requested (include date of issuance and location of document or information, if known). A request which is
vague, broad or which seeks voluminous records, may cause a delay in the time in which the County can
produce the records. Please attach an additional page if necessary to list the requested records in detail.
If the records are available pursuant to C.R.S. § 24-72-201 et seq., the records will typically be made available
within three (3) business days of the County’s receipt of this completed form. However, if extenuating
circumstances exist such that the custodian cannot reasonably assemble the records within this three (3) day
period, the period shall be extended for seven (7) additional working days. The person requesting the records
shall be notified of the extension within the initial three-day period.
The fee for copies of records produced by the County is $.25 per standard page. The requestor will also be
charged a reasonable research and retrieval fee. No fee will be imposed for the first hour of time expended in
connection with the research and retrieval. After the first hour, a fee of $30.00 per hour will be charged for
each additional hour expended in connection with the research and retrieval. Full payment of all fees must be
received by the County in advance of the County’s release of the records. Please request an estimate of the cost
to produce the records if your request involves voluminous research or copying. Please refer to the County’s
Open Records Policy for complete information and fees. The Policy is available on the County’s website or by
request at the Eagle County Attorney’s Office.
Date: __________________________ Signature: _________________________________________
FILING INSTRUCTIONS: Open records requests may be submitted in person, via regular mail or via
facsimile. Requests submitted via email are discouraged. The reason for this is, due to spam filters, in active or
incorrect email accounts, the County cannot guarantee that a particular custodian has received an electronic
email request. Open records requests should be submitted to the official custodian of records for a particular
department or to the person who is believed to be the custodian of the requested records.
---------------------------------------------------------------------------------------------------------------------------------------
FOR OFFICIAL USE ONLY
Records request received by: ________________________________________ Date: ___________________
Time spent by staff in researching, retrieving, redacting and copying the requested documents: _____________
No. of pages (where copies provided): _______
Cost of research, retrieval, redacting and copying: $_________
