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RESOLUTION # 30
(Series of2006)
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A RESOLUTION APPROVING A CONTRACT BETWEEN THE CITY OF
ASPEN, COLORADO, AND 5280 DIGITAL SETTING FORTH THE TERMS
AND CONDITIONS REGARDING A MARQUEE FOR THE WHEELER
OPERA HOUSE BOX OFFICE AND AUTHORIZING THE CITY MANAGER
TO EXECUTE SAID CONTRACT
WHEREAS, there has been submitted to the City Council a contract
between the City of Aspen, Colorado, and 5280 Digital, a copy of which contract
is annexed hereto and made a part thereof.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ASPEN, COLORADO:
Section I
That the City Council of the City of Aspen hereby approves that contract
between the City of Aspen, Colorado, and 5280 Digital regarding the purchase and
installation of a marquee in the Wheeler Opera House box office, a copy of which
is annexed hereto and incorporated herein, and does hereby authorize the City
Manager of the City of Aspen to execute said contract on behalf of the City of
Aspen.
Dated:
Helen Kalin Klanderud, Mayor
I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the
foregoing is a true and accurate copy of that resolution adopted by the City
Council of the City of Aspen, Colorado, at a meeting held April 24, 2006.
Kathryn S. Koch, City Clerk
SUPPLY PROCUREMENT AGREEMENT
THIS AGREEMENT, made and entered into, this 24th day of April 2006 between the
City of Aspen, Colorado, herein after referred to as the "City" and 5280 Digital hereinafter
referred to as the "Vendor".
WITNESSETH, that whereas the City wishes to purchase a variety of Sports Equipment
hereinafter called the UNIT(S) being more fully described and attached herewith as 'Exhibit A',
in accordance with the terms and conditions outlined in the Contract Documents and any
associated Specifications, and Vendor wishes to sell said UNIT to the City as specified in its Bid.
NOW, THEREFORE, the City and the Vendor, for the considerations hereinafter set
forth agree as follows:
1. Purchase. Vendor agrees to sell and City agrees to purchase the UNIT(S) as described
in the Contract Document and more specifically in Vendor's Bid for the sum
indicated for each unit in "Exhibit A". Purchases over $25,000 must have City
Council's approval.
2. Deliverv. (FOB 320 E. Hyman Avenue, ASPEN, CO 81611)
3. Contract Documents. This Agreement shall include all Contract Documents as the
same are listed in the Invitation to Bid and said Contract Document are hereby made
a part of this Agreement as if fully set out at length herein.
4. Warranties. (Per Manufacturer).
5. Successors and Assigns. This Agreement and all of the covenants hereof shall inure
to the benefit of and be binding upon the City and the Vendor respectively and their
agents, representatives, employee, successors, assigns and legal representatives.
Neither the City nor the Vendor shall have the right to assign, transfer or sublet its
interest or obligations hereunder without the written consent of the other party.
6. Third Parties. This Agreement does not and shall not be deemed or construed to
confer upon or grant to any third party or parties, except to parties to whom Vendor
or City may assign this Agreement in accordance with the specific written
permission, any right to claim damages or to bring any suit, action or other
proceeding against either the City or Vendor because of any breach hereof or because
of any of the terms, covenants, agreements or conditions herein contained.
7. Waivers. No waiver of default by either party of any of the terms, covenants or
conditions hereofto be performed, kept and observed by the other party shall be
construed, or operate as, a waiver of any subsequent default of any of the terms,
covenants or conditions herein contained, to be performed, kept and observed by the
other party.
8. Agreement 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.
9. Attornev's Fees. In the event that legal action is necessary to enforce any ofthe
provisions of this Agreement, the prevailing party shall be entitled to its costs and
reasonable attorney's fees.
10. Waiver of Presumption. This Agreement was negotiated and reviewed through the
mutual efforts of the parties hereto and the parties agree that no construction shall be
made or presumption shall arise for or against either party based on any alleged
unequal status of the parties in the negotiation, review or drafting of the Agreement.
11. Certification Regarding Debarment. Suspension. Ineligibilitv. and Voluntary
Exclusion. Vendor certifies, by acceptance of this Agreement, that neither it nor its
principals is presently debarred, suspended, proposed for debarment, declared
ineligible or voluntarily excluded from participation in any transaction with a Federal
or State department or agency. It further certifies that prior to submitting its Bid that
it did include this clause without modification in all lower tier transactions,
solicitations, proposals, contracts and subcontracts. In the event that Vendor or any
lower tier participant was unable to certify to the statement, an explanation was
attached to the Bid and was determined by the City to be satisfactory to the City.
12. Warranties Against Contingent Fees. Gratuities. Kickbacks and Conflicts of Interest.
Vendor warrants that no person or selling agency has been employed or retained to
solicit or secure this Contract upon an agreement or understanding for a commission,
percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide
established commercial or selling agencies maintained by the Vendor for the purpose
of securing business.
Vendor agrees not to give any employee of the City a gratuity or any offer of
employment in connection with any decision, approval, disapproval, recommendation,
preparation of any part of a program requirement or a purchase request, influencing the content
of any specification or procurement standard, rendering advice, investigation, auditing, or in any
other advisory capacity in any proceeding or application, request for ruling, determination, claim
or controversy, or other particular matter, pertaining to this Agreement, or to any solicitation or
proposal therefore.
Vendor represents that no official, officer, employee or representative of the City during
the term of this Agreement has or one (1) year thereafter shall have any interest, direct or
indirect, in this Agreement or the proceeds thereof, except those that may have been disclosed at
the time City Council approved the execution of this Agreement.
18. Authorized Rebresentative. The Wldersigned representative of Vendor, as an
inducement to the City to execute this Agreement, represents that he/she is an
authorized representative of Vendor for the purposes of executing this Agreement and
that he/she has full and complete authority to enter into this Agreement for the terms
and conditions specified herein.
IN WITNESS WHEREOF, The City and the Vendor, respectively have caused this
Agreement to be duly executed the day and year first herein written in three (3) copies, all of
which, to all intents and purposes, shall be considered as the original.
FOR THE CITY OF ASPEN:
By:
City Manager
A TTE8T:
City Clerk
VENDOR:
S;l~O fJ,r"n'~/ .h~
Name I'
? J 8' 7 s:1?"'....,...... ..flfd/ e-c.. ~cJ /
Address
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City, State, Zip
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Implementation Plan
Product Specifications and Delivery
5280 Digital's engineers and installation team will design, configure and install the LCD
Display system. The components for the project will include:
LCD Displays - The LCD displays will have a 1366 x 768 resolution and are 42" diagonal
displays. The outer dimensions for a single display are 29.5" x 39", and the overall
dimensions for a 2 x 4 video wall would be 59" x 156". The mullions are 1.25" on each side
and can be ordered without a manufacturer's logo for a dean look and uniform bezel.
Software Features - The software provides character generation, p1aylist developmenV
editing, and scheduling modules with very simple user interface. It features a bui~-in
character generator that enables creation of graphic pages with advanced color box zone
layouts, text crawls, logos and CG texts for instant blending that requires no rendering
time.
The digital signage editor software enables sophisticated content blending and playlist
development by simply dragging multimedia clips or files from directory browsers and
dropping them on to one of the timelines. The scheduler allows multiple playlist to be
scheduled to play from days to months in advance.
Pricing is included for a separate computer to run the software that is described above. It
is also possible to use an existing computer that meets the minimum requirements of the
software.
Training - Training will be provided on site and supplemented with interactive web-based
training as needed for $75 per half hour.
Video Servers - A dual server system has been specified to provide video in a dual 2x2
configuration. A single server solution will increase the hardware cost, and significantly
increase the content manipulation costs. The content updates would need to be performed
by technical and design professionals. Updates will be time consuming and costly and
require an animation/graphics expert. The proposed system has simplified content
creation and update tools that can be learned quickly without extensive training.
Audio System - Pricing is included for a commercial grade amplifier and four speakers
mounted on the display wall or ceiling for distributed stereo sound. The system is
expandable as additional inputs or speakers need to be added in the future.
Delivery: Overall time line from award of contract - 31 days from contract award to
installation. Our current installation schedule allows this to be completed between May 8th
and 19th.
PAGE 3
Implementation Plan (continued)
Coordination and Commitment from the City of Aspen
5280 Digital will coordinate with C~y personnel and contractors to schedule the space for
installation. Communication with contractors can be through a general contractor, or 5280
Dig~al technicians can make direct contact with each sul:>-contractor as needed.
Coordination and delivery product delivery will be required, as well as confirmation and
sign off of installed equipment locations and project completion. Training will be
coordinated with C~y staff as needed.
Project Requirements and Exclusions
Electrical outlets and LAN connectivity provided by customer will be required at the display
wall, and server locations. Internet connectivity will be required for remote operations and
updates. One electrical outlet will be required at the audio amplifier and PC.
5280 Digital will require full access to the work space to complete the installation. This will
require a minimum of 2 full (not partial) days of access without conflicting work or
meetings.
5280 Digital does not provide electrical contract services, and does not provide electrical
wiring, or perform terminations or electrical installation services. In addition, 5280 Dig~al
does not provide conduit or conduit installation, junction boxes for electrical hardware, or
lighting system hardware or installation. Further exclusions are LAN and telephone wiring
connections, ceiling tile or grid work, millwork, cabinetry, trim and finish work.
Contact Information and Confidentiality Statement
Your contact for proposal darifications and modifications is:
Jonathan Pope
5280 Dig~al, Inc.
7388 South Revere Parkway
Suite 801
Centennial, CO 80112
Phone: 72D-488-0980
Cell: 303-523-8664
Fax: 303-488-7553
CONFIDENTIAL: This proposal contains information that shall not be duplicated, used in whole or in
part for any purpose other than to evaluate the proposai provided. If a contract Is awarded to this firm,
as a result of the submission of such information, owner shall have the right to duplicate, use or
disdose this Information to the extent provided in the contract.
PAGE 4
CERTIFICATE OF INCORPORA nON
(To be completed if Contractor is a Corporation)
STATE OF CoLOYAcLo )
II.... )SS.
COUNTY OF r\r~,?",..k1.o-e.- )
On this I '{day of ~ ~ l ,..2!l.Cl<<:>, before
me appeared' ~./c? . /C" ~,,/-,--
, /' ?:>---'
B,v-Lt2- rJ\t..c..hc." 0:<' _,;/ ,tome'
personally known, who, being by me first duly swom, Id say that s/he is
~<<2-S ukr-f. ' of .
~ Ro Q ~ '\ \---.ll. } ...t:-.-- Co- . and that
the seal affixed to said instrument is the corporate seal of said corporation, and
that said instrument was signed and sealed in behalf of said corporation by
authority of its board of directors, and said deponent acknowledged said
instrument to be the free act and deed of said corporation.
WITNESS MY HAND AND NOTARIAL SEAL the day and year in this certificate
first above written.
~~
Notary Public
~,c:D
~ AddrtelHDA POPE
NOTARY PUBLIC .
STATE OF COLORADO
My Commission Expires Feb. 23. 2009
My commission expires:
CC5-971.doc
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CONTRACT FOR CONSTRUCTION
(Short Form)
Tb.City.rA'p.n
THIS CONTRACT, made and entered into on April 24, 2006, by and between the
CITY OF ASPEN, Colorado, hereinafter called the "City", and 5280 Digital, hereinafter
called the "Contractor".
THEREFORE, in consideration of the mutual covenants and Contracts herein contained,
and for other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as follows:
1. Construction of Project. Contractor agrees to furnish all labor, materials,
tools, machinery, equipment, temporary utilities, transportation and any other facilities
needed therefore, and to complete in a good, workmanlike and substantial manner the
Project as described in the Scope of Work and/or Proposal appended hereto as Exhibit
"A" which is incorporated herein as if fully set forth (the "Project").
2. Plans and Specifications; Compliance with Laws. The Project is to be
constructed and completed in strict conformance with the Scope of Work and/or Proposal
appended hereto for the same approved in writing by the parties hereto. The Project shall
also be constructed and completed in strict compliance with all laws, ordinances, rules,
regulations of all applicable governmental authorities, and the City of Aspen Procurement
Code, Title 4 of the Municipal Code, including the approval requirements of Section 4-
08-040. Contractor shall apply for and obtain all required permits and licenses and shall
pay all fees therefor and all other fees required by such governmental authorities.
3. Payments to Contractor. In consideration ofthe covenants and
Contracts herein contained being performed and kept by Contractor, including the
supplying of all labor, materials and services required by this Contract, and the
construction and completion of the Project, City agrees to pay Contractor a sum not to
exceed Five Thousand Four Hundred ($ 5400.00) DOLLARS or as shown on Exhibit
"A".
4. Commencement and Completion. Contractor agrees to commence work
hereunder immediately upon execution hereof, to prosecute said work thereafter
diligently and continuously to completion, and in any and all events to substantially
complete the same not later than June 1, 2006, subject to such delays as are permissible
under the "Extension of Time for Completion" section of this Contract.
5. Payment of Bills and Charges. Contractor shall pay promptly all valid bills
and charges for material, labor, machinery, equipment or any other service or facility
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used in connection with or arising out of the Project, and shall obtain periodic releases
from all subcontractors and material suppliers supplying labor or materials to the Project
concurrently with Contractor's delivering any payment to such subcontractors and
material suppliers. Contractor shall indemnify and hold City and City's officers,
employees, agents, successors and assigns free and harmless against all expenses and
liability suffered or incurred in connection with the claims of any such subcontractors or
material suppliers, including but not limited to court costs and attorney's fees resulting or
arising therefrom; provided that Contractor shall be excused from this obligation to the
extent that City is in arrears in making the payments to Contractor. Should any liens or
claims of lien be filed of record against the Property, or should Contractor receive notice
of any unpaid bill or charge in connection with construction of the Project, Contractor
shall immediately either pay and discharge the same and cause the same to be released of
record, or shall furnish City with the proper indemnity either by title policy or by
corporate surety bond in the amount of 150% of the amount claimed pursuant to such
lien.
6. Releases. Contractor shall, if requested by City, before being entitled to
receive any payment due, furnish to City all releases obtained from subcontractors and
material suppliers and copies of all bills paid to such date, properly receipted and
identified, covering work done and the materials furnished to the Project and showing an
expenditure of an amount not less than the total of all previous payments made hereunder
by City to Contractor.
7. Bonds. Contractor shall furnish performance, payment and maintenance
Bonds, each in an amount specified. These Bonds shall remain in effect until the job is
advertised and closed except for the Maintenance Bond which shall remain in full force
and effect for One Year from the date of project closure, except as otherwise provided by
the Contract Documents.
8. Hierarchy of Project Documents. This Contract and the Proposal or Scope
of Work appended hereto as Exhibit "A" are intended to supplement one another. In
case of conflict, however, this Contract shall control both.
9. Changes in the Work. Should the City at any time during the progress of
the work request any modifications, alterations or deviations in, additions to, or
omissions from this Contract or the Proposal/Scope of Work, it shall be at liberty to do
so, and the same shall in no way affect or make void this Contract; but the amount thereof
shall be amortized over the remaining term of this Contract and added to or deducted, as
the case may be, from the payments set forth in Paragraph 3 above by a fair and
reasonable valuation, based upon the actual cost of labor and materials. This Contract
shall be deemed to be completed when the work is finished in accordance with the
original Proposal or Scope of Work as amended or modified by such changes, whatever
may be the nature or the extent thereof. The rule of practice to be obseryed in fulfillment
of this paragraph shall be that, upon the demand of either City or Contractor, the
character and valuation of any or all changes, omissions or extra work shall be agreed
upon and fixed in writing, signed by City and Contractor, prior to performance.
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10. Contractor's Failure to Perform. Should Contractor, at any time during
the progress of the work, refuse or fail to supply sufficient material or workmen for the
expeditious progress of said work or fail to perform any other provisions of this Contract,
City may, upon giving notice in writing to Contractor as provided herein and upon
Contractor's failure to remedy any such failure within 3 days from receipt of such notice,
terminate this Contract and provide the necessary material and workmen to finish the
work and may enter upon the Property for such purpose and complete said work. The
expense thereof shall be deducted from the payments remaining under Paragraph 3
above, or if the total cost of the work to City exceeds the amount of such remaining
payments, Contractor shall pay to City upon demand the amount of such excess in
addition to any and all other damages to which City may be entitled. In the event of such
termination, City may take possession of all materials, equipment and appliances
belonging to Contractor upon or adjacent to the Property upon which said work is being
performed and may use the same in the completion of said work. Such termination shall
not prejudice or be exclusive of any other legal rights which City may have against
Contractor.
11. Extension of Time for Completion. Time is of the essence of this
Contract and Contractor shall substantially complete the work during the time provided
for herein. However, the time during which Contractor is delayed in said work by (a) the
acts of City or its agents or employees or those claiming under Contract with or
permission from City, or (b) the acts of God which Contractor could not have reasonably
foreseen and provided against, or (c) unanticipated stormy or inclement weather which
necessarily delays the work, or (d) any strikes, boycotts or obstructive actions by
employees or labor organizations and which are beyond the control of Contractor and
which it cannot reasonably overcome, or (e) the failure of City to make progress
payments promptly, shall be added to the time for completion of the work by a fair and
reasonable allowance. Contractor recognizes, however, that the site of the work is in the
Rocky Mountains at a high elevation where inclement whether conditions are common.
This fact has been considered by Contractor in preparing its Proposal and or agreeing to
the Scope of Work. Furthermore, Contractor shall have the right to stop work if any
payment, including payment for extra work, is not made to Contractor as provided in this
Contract. In the event of such nonpayment, Contractor may keep the job idle until all
payments then due are received.
12. Unforeseen Conditions. It is understood and agreed that Contractor,
before incurring any other expenses or purchasing any other materials for the Project,
shall proceed to inspect the work site and all visible conditions and that if, at the time of
inspection therefor, the Contractor finds that the proposed work is at variance with the
conditions indicated by the Proposal, Scope of Work, or information supplied by City, or
should Contractor encounter physical conditions below the surface of the ground of an
unusual nature, differing materially from those ordinarily encountered and generally
recognized as inherent in work of the character provided for in this Contract or inherent
in a work site located in the Rocky Mountains, Contractor shall so notify City, and City
shall at that time have the right and option to immediately cancel and terminate this
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CC5-971.doc
Contract or to instruct Contractor to continue the work and add the additional amount
attributable to such unforeseen conditions to the payments due Contractor as set forth
above.
It is agreed that in the event of any cancellation by City in accordance with this section,
Contractor shall be paid the actual costs of the work done prior to the time of
cancellation. In computing such costs, building permit fees, insurance and such financing
and title charges as are not refundable shall be included; provided that supervision time,
office overhead and profit shall not be included in such costs to be refunded to Contractor
by reason of such cancellation.
13. Acceptance by City. No payment hereunder nor occupancy of said
improvements or any part thereof shall be construed as an acceptance of any work done
up to the time of such payment or occupancy, but the entire work is to be subject to the
inspection and approval of City at the time when Contractor notifies City that the Project
has been completed.
14. Notice of Completion; Contractor's Release. City agrees to sign and file of
record within five (5) days after the substantial completion and acceptance of the Project
a Notice of Completion. If City fails to so record the Notice of Completion within said
five (5) day period, City hereby appoints Contractor as City's agent to sign and record
such Notice of Completion on City's behalf. This agency is irrevocable and is an agency
coupled with an interest. Contractor agrees upon receipt of final payment to release the
Project and property from any and all claims that may have accrued against the same by
reason of said construction. If Contractor faithfully performs the obligations of this
Contract on its part to be performed, it shall have the right to refuse to permit occupancy
of any structures by City or City's assignees or agents until the Notice of Completion has
been recorded and Contractor has received the payment, if any, due hereunder at
completion of construction, less such amounts as may be retained pursuant to mutual
Contract of City and Contractor under the provisions of Paragraph 3 above.
15. Insurance.
a. The Contractor agrees to procure and maintain, at its own expense, a policy
or policies of insurance sufficient to insure against all liability, claims, demands, and other
obligations assumed by the Contractor pursuant to the terms of this Contract. Such insurance
shall be in addition to any other insurance requirements imposed by this contract or by law.
The Contractor shall not be relieved of any liability, claims, demands, or other obligations
assumed pursuant to the terms of this Contract by reason of its failure to procure or maintain
insurance, or by reason of its failure to procure or maintain insurance in sufficient amounts,
duration, or types.
b. Contractor shall procure and maintain, and shall cause any subcontractor of
the Contractor to procure and maintain, the minimum insurance coverages listed in the
Supplemental Conditions. If the Supplemental Conditions do not set forth minimum
insurance coverage, then the minimum coverage shall be as set forth below. Such coverage
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shall be procured and maintained with forms and insurance acceptable to City. All coverage
shall be continuously maintained to cover all liability, claims, demands, and other
obligations assumed by the Contractor pursuant to the terms of this Contract. In the case of
any claims-made policy, the necessary retroactive dates and extended reporting periods shall
be procured to maintain such continuous coverage.
1. Workmen's Compensation insurance to cover obligations imposed by
applicable laws for any employee engaged in the performance of work under this
contract, and Employers' Liability insurance with minimum limits of FIVE
HUNDRED THOUSAND DOLLARS ($500,000.00) for each accident, FIVE
HUNDRED THOUSAND DOLLARS ($500,000.00) disease - policy limit, and
FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) disease - each
employee. Evidence of qualified self-insured status may be substituted for the
Workmen's Compensation requirements of this paragraph.
2. Commercial General Liability insurance with minimum combined
single limits of ONE MILLION DOLLARS ($1,000,000.00) each occurrence and
ONE MILLION DOLLARS ($1,000,000.00) aggregate. The policy shall be
applicable to all premises and operations. The policy shall include coverage for
bodily injury, broad form property damage (including completed operations),
personal injury (including coverage for contractual and employee acts), blanket
contractual, independent contractors, products, and completed operations. The policy
shall include coverage for explosion, collapse, and underground hazards. The policy
shall contain a severability of interests provision.
3. Comprehensive Automobile Liability insurance with minimum
combined single limits for bodily injury and property damage of not less than ONE
MILLION DOLLARS ($1,000,000.00) each occurrence and ONE MILLION
DOLLARS ($1,000,000.00) aggregate with respect to each Contractor's owned,
hired and non-owned vehicles assigned to or used in performance of the services.
The policy shall contain a severability of interests provision. If the Contractor has no
owned automobiles, the requirements of this Section 5.4.2.3 shall be met by each
employee of the Contractor providing services to the City under this contract.
c. Except for any Professional Liability insurance that may be required, the
policy or policies required above shall be endorsed to include the City of Aspen and the City
of Aspen's officers and employees as additional insureds. Every policy required above shall
be primary insurance, and any insurance carried by the City of Aspen, its officers or
employees, or carried by or provided through any insurance pool of the City of Aspen, shall
be excess and not contributory insurance to that provided by Contractor. No additional
insured endorsement to the policy required above shall contain any exclusion for bodily
injury or property damage arising from completed operations. The Contractor shall be solely
responsible for any deductible losses under any policy required above.
d. The certificate of insurance provided by the City of Aspen shall be
completed by the Contractor's insurance agent as evidence that policies providing the
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required coverage, conditions, and minimum limits are in full force and effect, and shall be
reviewed and approved by the City of Aspen prior to commencement of the contract. No
other form of certificate shall be used. The certificate shall identify this contract and shall
provide that the coverage afforded under the policies shall not be canceled, terminated or
materially changed until at least thirtv (30) days prior written notice has been given to the
City of Aspen.
e.
clauses:
In addition, these Certificates ofInsurance shall contain the following
Underwriters and issuers shall have no right of recovery or subrogation against the
City of Aspen, it being the intention of the parties that the insurance policies so
effected shall protect all parties and be primary coverage for any and all losses
covered by the above-described insurance. To the extent that the City's insurer(s)
may become liable for secondary or excess coverage, the City's underwriters and
insurers shall have no right of recovery or subrogation against the Contractor.
Underwriters and issuers shall have no right of recovery or subrogation against the
City of Aspen, it being the intention of the parties that the insurance policies so
effected shall protect all parties and be primary coverage for any and all losses
covered by the above-described insurance. To the extent that the City's insurer(s)
may become liable for secondary or excess coverage, the City's underwriters and
insurers shall have no right of recovery or subrogation against the
Contractor.Underwriters and issuers shall have no right of recovery or subrogation
against the City of Aspen, it being the intention of the parties that the insurance
policies so effected shall protect all parties and be primary coverage for any and all
losses covered by the above-described insurance. To the extent that the City's
insurer(s) may become liable for secondary or excess coverage, the City's
underwriters and insurers shall have no right of recovery or subrogation against the
Contractor.
The insurance companies issuing the policy or policies shall have no recourse
against the City of Aspen for payment of any premiums or for assessments under
any form of policy. The insurance companies issuing the policy or policies shall
have no recourse against the City of Aspen for payment of any premiums or for
assessments under any form of policy.The insurance companies issuing the policy or
policies shall have no recourse against the City of Aspen for payment of any
premiums or for assessments under any form of policy.
Any and all deductibles in the above-described insurance policies shall be assumed
by and be for the amount of, and at the sole risk of the Proposer. Any and all
deductibles in the above-described insurance policies shall be assumed by and be for
the amount of, and at the sole risk of the Proposer.Any and all deductibles in the
above-described insurance policies shall be assumed by and be for the amount of,
and at the sole risk of the Proposer.
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Location of operations shall be: "All operations and locations at which work in
connection with the referenced project is done." Location of operations shall be:
"All operations and locations at which work in connection with the referenced
project is done."Location of operations shall be: "All operations and locations at
which work in connection with the referenced project is done."
Certificates of Insurance for all renewal policies shall be delivered to the Architect 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.
e. Failure on the part of the Contractor to procure or maintain policies
providing the required coverage, conditions, and minimum limits shall constitute a material
breach of contract upon which City may immediately terminate this contract, or at its
discretion City may procure or renew any such policy or any extended reporting period
thereto and may pay any and all premiums in connection therewith. All moneys so paid by
City shall be repaid by Contractor to City upon demand, or City may offset the cost of the
premiums against moneys due to Contractor from City.
f. City reserves the right to request and receive a certified copy of any policy
and any endorsement thereto.
16. Damage or Destruction. Ifthe Project is destroyed or damaged by any
accident or disaster, such as fire, storm, flood, landslide, earthquake, subsidence, theft or
vandalism, any work done by Contractor in rebuilding or restoring the work shall be paid
for by City as extra work under Paragraph 8 above. If, however, the estimated cost of
replacement of the work already completed by Contractor exceeds twenty (20%) percent
of the insured sum set forth in Paragraph 14 above, City shall have the option to cancel
this Contract and, in such event, Contractor shall be paid the reasonable cost, including
net profit to Contractor in the amount often (10%) percent, of all work performed by
Contractor before such cancellation.
17. Notices. Any notice which any party is required or may desire to give to any
other party shall be in writing and may be personally delivered or given or made by
United States mail addressed as follows:
To City:
City of Aspen
Wheeler Opera House
130 South Galena Street
Aspen, Colorado 81611
To Contractor:
5280 Digital
7388 South Revere Parkway
Suite 801
Centennial, CO 80112
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subject to the right of either party to designate a different address for itself by notice
similarly given. Any notice so given, delivered or made by United States mail, shall be
deemed to have been given the same day as transmitted by telecopier or delivered
personally, one day after consignment to overnight courier service such as Federal
Express, or two days after the deposit in the United States mail as registered or certified
matter, addressed as above provided, with postage thereon fully prepaid.
18. Inspections; Warranties.
(a) Contractor shall conduct an inspection of the Project prior to final acceptance
of the work with City.
(b) Contractor shall schedule and cause to be performed all corrective activities
necessitated as a result of any deficiencies noted on the final inspection prior to
acceptance. The costs of material and/or labor incurred in connection with such
corrective activities shall not be reimbursed or otherwise paid to Contractor.
(c) Contractor shall obtain, at City's expense, third party warranty contracts (to be
entered into by City).
19. Licensure of Contractor. Contractor hereby represents and warrants to
City that Contractor is duly licensed as a general contractor in the State of Colorado, and
if applicable, in the County of Pitkin.
20. Independent Contractor. It is expressly acknowledged and understood by
the parties that nothing in this Contract shall result in, or be construed as establishing an
employment relationship. The Contractor shall be, and shall perform as, an independent the
Contractor who agrees to use his best efforts to provide the Work on behalf of the City. No
agent, employee, or servant of the Contractor shall be, or shall be deemed to be, the
employee, agent or servant of the City. The City is interested only in the results obtained
under the Contract Documents. The manner and means of conducting the Work are under
the sole control of the Contractor. None of the benefits provided by the City to its employees
including, but not limited to, worker's compensation insurance and unemployment
insurance, are available from the City to the employees, agents or servants of the Contractor.
The Contractor shall be solely and entirely responsible for its acts and for the acts of the
Contractor's agents, employees, servants and subcontractors during the performance of the
Contract.
THE CONTRACTOR, AS AN INDEPENDENT CONTRACTOR, SHALL NOT BE
ENTITLED TO WORKERS' COMPENSATION BENEFITS AND SHALL BE
OBLIGATED TO PAY FEDERAL AND STATE INCOME TAX ON ANY MONEYS
EARNED PURSUANT TO THE CONTRACT.
21. Assignment. This Contract is for the personal seryices of Contractor.
Contractor shall not transfer or assign this Contract or its rights and responsibilities under
this Contract nor subcontract to others its rights and responsibilities under this Contract,
and any attempt to do so shall be void and constitute a material breach of this Contract.
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22. Successors and Assigns. Subject to paragraph 22, above, this Contract
shall be binding on, and shall inure to the benefit of, City and Contractor and their
respective successors and assigns.
23. Entire Contract. This Contract contains the entire Contract between City
and Contractor respecting the matters set forth herein and supersedes all prior Contracts
between City and Contractor respecting such matters.
24. Waivers. No waiver by City or Contractor of any default by the other or
of any event, circumstance or condition permitting either to terminate this Contract shall
constitute a waiver of any other default or other such event, circumstance or condition,
whether of the same or of any other nature or type and whether preceding, concurrent or
succeeding; and no failure or delay by either City or Contractor to exercise any right
arising by reason of any default by the other shall prevent the exercise of such right while
the defaulting party continues in default, and no waiver of any default shall operate as a
waiver of any other default or as a modification of this Contract.
25. Remedies Non-Exclusive. No remedy conferred on either party to this
Contract shall be exclusive of any other remedy herein or by law provided or permitted,
but each shall be cumulative and shall be in addition to every other remedy.
26. Governing Law. This Contract shall be governed by, and construed in
accordance with, the laws of the State of Colorado. Venue for any action at law or equity
shall be Pitkin County.
27. Attorneys' Fees. If either party to this Contract shall institute any action
or proceeding to enforce any right, remedy or provision contained in this Contract, the
prevailing party in such action shall be entitled to receive its attorneys' fees in connection
with such action from the non-prevailing party.
28. Severability. Any provision in this Contract which is held to be
inoperative, unenforceable or invalid shall be inoperative, unenforceable or invalid
without affecting the remaining provisions, and to this end the provisions of this Contract
are declared to be severable.
29. Nondiscrimination. During the performance of this Contract, the
Contractor agrees as follows: The Contractor will not discriminate against any employee or
applicant for employment because of race, color, religion, sex, national origin, age, marital
status, sexual orientation, being handicapped, a disadvantaged person, or a disabled or Viet
Nam era veteran. The Contractor will take affirmative action to insure that applicants are
employed, and that employees are treated during employment without regard to their race,
color, religion, sex, national origin, sex, age, sexual orientation, handicapped, a
disadvantaged person, or a disabled or Viet Nam era veteran. 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 payor other forms of
CC5-971.doc
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compensation; and selection for training, including apprenticeship. The Contractor agrees to
post in conspicuous places, available to employees and applicants for employment, notices
to be provided setting forth the provisions of this nondiscrimination clause.
30. Prohibited Interest. No member, officer, or employee of the City of
Aspen, Pitkin County or the Town of Snowmass Village shall have any interest, direct or
indirect, in this Contract or the proceeds thereof.
31. Warranties Against Contingent Fees, Gratuities, Kickbacks and
Conflict ofInterest:
a. The Contractor warrants that no person or selling agency has been employed
or retained to solicit or secure this Contract upon an Contract or understanding for a
commission, percentage, brokerage, or contingency fee, excepting bona fide employees or
bona fide established commercial or selling agencies maintained by the Contractor for the
purpose of securing business.
b. The Contractor agrees not to give any employee or former employee of the
City a gratuity or any offer of employment in connection with any decision, approval,
disapproval, recommendation, preparation of any part of a program requirement or a
purchase request, influencing the content of any specification or procurement standard,
rendering of advice, investigation, auditing, or in any other advisory capacity in any
proceeding or application, request for ruling, determination, claim or controversy, or other
particular matter, pertaining to this Contract or to any solicitation or proposal therefor.
c. It shall be a material breach of the Contract for any payment, gratuity, or
offer of employment to be made by or on behalf of a Subcontractor under a contract to the
prime Contractor or higher tier Subcontractor or any person associated therewith, as an
inducement for the award of a Subcontract or order. The Contractor is prohibited from
inducing, by any means, any person employed under this Contract to give up any part of the
compensation to which he/she is otherwise entitled. The Contractor shall comply with all
applicable local, state and federal "anti-kickback" statutes or regulations.
32. Payments Subject to Annual Appropriations. If the contract awarded
extends beyond the calendar year, nothing herein shall be construed as an obligation by the
City beyond any amounts that may be, from time to time, appropriated by the City on an
annual basis. It is understood that payment under any contract is conditional upon annual
appropriation of funds by said governing body and that before providing services, the
Contractor, if it so requests, will be advised as to the status of funds appropriated for
seryices or materials and shall not be obligated to provide services or materials for which
funds have not been appropriate.
IN WITNESS WHEREOF, the parties agree hereto have executed this Contract For
Construction on the date first above written.
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..
ATTESTED BY:
CITY OF ASPEN, COLORADO
By:
Title:
CONTRACTOR:
By: 8"4-~ -' ~', L -' /'
Title~~
(
--.
Note: Certification of Incorporation shall be executed if Contractor is a Corporation. If a
partnership, the Contract shall be signed by a Principal and indicate title.
CCS-971.doc
P.g" II
Exhibit "A"
The marquee will be installed on a 49" X 19' wall made up of 3/4" plywood facing on
2"x4" construction, supported bya 30" x 4" micro-lam beam. The contractor is to
provide all necessary materials for installation.
Work must be completed between May 8th and 19th, 2006.@
The installation costs of $5400 are included in the total purchase price of $67,885.00.
(see Supply Procurement Agreement between the City and 5280 Digital, Reso.# )
(!) ?_e.wV:'\:~:J 'Ce.c.e..\~+ ~ e.'6-e':.cu..\eE) Co1v\<-o-c1-. We....
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Implementation Plan (continued)
Coordination and Commitment from the City of Aspen
5280 Digital will coordinate with C~y personnel and contractors to schedule the space for
installation. Communication with contractors can be through a general contractor, or 5280
Dig~al technicians can make direct contact with each sub-contractor as needed.
Coordination and delivery product delivery will be required, as well as confirmation and
sign off of installed equipment locations and project completion. Training will be
coordinated with C~y staff as needed.
Project Requirements and Exclusions
Electrical outlets and LAN connectivity provided by customer will be required at the display
wall, and seNer iocations. Internet connectivity will be required for remote operations and
updates. One electrical outlet will be required at the audio amplifier and PC.
5280 Digital will require full access to the work space to complete the installation. This will
require a minimum of 2 full (not partial) days of access without conflicting work or
meetings.
5280 OigRal does not provide electrical contract serVices, and does not provide electrical
wiring, or perform terminations or electrical installation seNices. In addition, 5280 Digital
does not provide conduit or conduit installation, junction boxes for electrical hardware, or
lighting system hardware or installation. Further exclusions are LAN and telephone wiring
connections, ceiling tile or grid work, millwork, cabinetry, trim and finish work.
Contact Information and Confidentiality Statement
Your contact for proposal clarifications and modifications is:
Jonathan Pope
5280 Dig~al, Inc.
7388 South Revere Parkway
Suite 801
Centennial, CO 80112
Phone: 72D-488-0980
Cell: 303-523-8664
Fax: 303-488-7553
CONFIDENTiAl: This proposal contains information that shall not be duplicated, used in whole or in
part for any purpose other than to evaluate the proposal provided. If a contract is awarded to this firm,
as a result of the submission of such information, owner shall have the right to duplicate, use or
disclose this information to the extent provided in the contract.
PAGE 4
Implementation Plan
Product Specifications and Delivery
5280 Digital's engineers and installation team will design, configure and install the LCD
Display system. The components for the project will include:
LCD Displays - The LCD displays will have a 1366 x 768 resolution and are 42" diagonal
displays. The outer dimensions for a single display are 29.5" x 39", and the overall
dimensions for a 2 x 4 video wall would be 59" x 156". The mullions are 1.25" on each side
and can be ordered without a manufacturer's logo for a clean look and uniform bezeL
Software Features - The software provides character generation, playlist developmenV
editing, and scheduling modules with very simple user interface. It features a built-in
character generator that enables creation, of graphic pages with advanced color box zone
layouts, text crawls, logos and CG texts for instant blending that requires no rendering
time.
The digital signage editor software enables sophisticated content blending and playlist
development by simply dragging multimedia clips or files from directory browsers and
dropping them on to one of the timelines. The scheduler allows multiple playlist to be
scheduled to play from days to months in advance.
Pricing is included for a separate computer to run the software that is described above. It
is also possible to use an existing computer that meets the minimum requirements of the
software.
Training - Training will be provided on sije and supplemented with interactive web-based
training as needed for $75 per half hour.
Video Servers - A dual server system has been specified to provide video in a dual 2x2
configuration. A single server solution will increase the hardware cost, and significantly
increase the content manipulation costs. The content updates would need to be performed
by technical and design professionals. Updates will be time consuming and costly and
require an animation/graphics expert. The proposed system has simplified content
creation and update tools that can be learned quickly without extensive training.
Audio System - Pricing is included for a commercial grade amplifier and four speakers
mounted on the display wall or ceiling for distributed stereo sound. The system is
expandable as addijional inputs or speakers need to be added in the future.
--
Delivery: Overall time line from award of contract - 31 days from contract award to
installation. Our current installation schedule allows this to be completed between May 8th
and 19th.
PAGE 3
CERTIFICATE OF INCORPORATION
(To be completed if Contractor is a Corporation)
STATE OF CoLO!('Ado )
Il.... )SS.
COUNTY OF r\lr--t4-,?"",no-e- )
On this \ I.{ day of ~ ~ t ,..2{l.B<C" before
me appeared . A ---:' ~/-
-- c-: /
Brv..U2...- tv'\t-e-h,.... 0 .....::. / ~.' ,to me
personally known, who, being by me first d~ly sworn, Id say that s/he is
fY..u:. ~k- . of
"" 'J Ro C)l..'3 'l\--.ll. } X'f', c.... . and that
the seal affixed to said instrument is the corporate seal of said corporation, and
that said instrument was signed and sealed in behalf of said corporation by
authority of its board of directors, and said deponent acknowledged said
instrument to be the free act and deed of said corporation.
WITNESS MY HAND AND NOTARIAL SEAL the day and year in this certificate
first above written.
~~
Notary Public
~.cu
AddilelHDA POPE
NOTARY PUBLIC .
STATE OF COLORADO
My Commission Expires Feb. 23. 2009
My commission expires:
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