HomeMy WebLinkAboutbocc.con.033.2001 STAFF AUTHORIZED SIGNATURE
PITKIN COUNTY CONTRACT#Z. ' -
HEALTH AND HUMAN SERVICES
PURCHASE OF SERVICE CONTRACT
ASPEN VALLEY HOSPITAL D.B.A.
ASPEN-BASALT CARE CLINIC,2001
THIS CONTRACT, is made as of the date last below signed between Pitkin County herein referred to as
"County", and Aspen Valley Hospital d.b.a. Aspen-Basalt Care Clinic, hereafter referred to as "Contractor".
Whereas, Aspen-Basalt Care Clinic is providing quality primary health care to residents of the Aspen area
and mid-Roaring Fork Valley who have no health insurance and who lack the financial, social or cultural
resources to obtain health care elsewhere, and whereas Pitkin County wishes to contract for provision of
these services:
1. Term. Subject to its other provisions, the term of the Contract shall be from 1st day of
January 2001,through the 31st day of December 2001
2. Contractor's Obligations. Contractor shall:
a) Strictly adhere to all applicable federal, state, and local laws or regulations (including County
Procurement Code)that have been or may hereafter be established.
b) Hold and maintain for the term hereof the necessary license(s) as specified under State law which
permits the performance of the service(s)to be purchased herein.
c) Shall maintain a sliding-scale fee schedule for its services in order to accommodate low-income
individuals.
d) Subcontracts utilized by the Contractor shall be subject to the requirements of the Contract as listed
here, and the Contractor is responsible for the performance of any subcontractor.
e) Abide by all applicable provisions of the Title VI and VII of the Federal Civil Rights Act of 1964,
Section 504 of the Rehabilitation Act of 1973, and Title XX of the Social Security Act of 1975 as
revised.
f) the same.
g) Indemnify County and the State of Colorado against any liability and loss against all claims and
actions based upon or arising out of damage or injury, including death, to persons or property caused
or sustained in connection with the performance of this Contract or by conditions created thereby, or
based upon any violations of any statute, ordinance, or regulation and the defense of any such claims
or actions; maintain insurance in such types and amounts as are necessary to find this indemnity.
Required Clauses are attached hereto, herein referred to as Addendum B.
h) Maintain service program records, fiscal records, documentation and other records relevant to this
Contract for a period of five years. The above shall be subject at all reasonable times to inspections,
review or audit by Federal, State or County personnel, and other persons authorized in writing by the
County.
i) Provide the purchased services at the location as shown as the address of the Contractor or wherever
is appropriate for that service within Pitkin County.
j) Provide the service(s) described herein at a cost not greater than charged to other persons.
k) Upon submission of this contract, provide a final draft of a Results Based Management
Evaluation plan to be executed during contract year 2001. (See Addendum A)
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1) Provide a semi-annual PROGRESS REPORT on services provided.
3. Pitkin County's Obligations. Pitkin County shall:
A. County agrees to purchase and Contractor agrees to furnish the following services
hereinafter referred to as "Purchased Services":
Provide bilingual primary health services to low-income families who have no insurance, no
Medicaid, nor Medicare, and live or work in the mid to upper Roaring Fork Valley.
B. County agrees to purchase these services for the following targeted groups:
Individuals who live or work in the mid to upper Roaring Fork Valley who qualify as low-
income and who have no health insurance.
C. County agrees to pay as services are provided as follows:
$5,613 to support the general operations of the Aspen-Basalt Care Clinic.
The total amount of this contract shall not exceed $5,613 maximum. Upon written notice by the
Contractor to the County stating they are now in compliance with the 2000 Contract, the County will
pay contractor the total amount of this contract on or before the last day of March 2001. If such
notice is not provided to the County, 2001 monies will not be paid to Contractor until they are in
compliance.
4. Cancellation. Pitkin County reserves the right to cancel this Agreement for unsatisfactory
performance of Contractor's obligations as determined by Pitkin County in its sole discretion, upon
written notice to Contractor.
5. Required Clauses. Pitkin County's Required Clauses, including provisions for insurance
and indemnification, are attached hereto and incorporated by this reference. (Addendum B)
6. General Provisions
a) The Parties to this Contract intend that the relationship between them contemplated by the Contract
is that of independent contractor. No agent, employee, or servant of Contractor shall be deemed to
be an employee, agent, or servant of County. Contractor will be solely and entirely responsible for
its acts and the act of its agents, employees, servants and sub-contractors during the performance of
the Contract.
b) Payment pursuant to this Contract, if in County, State, or Federal funds, whether in whole or in part,
is subject to and contingent upon the continuing availability and appropriation of County funds for
the purpose thereof.
c) This contract constitutes the full and complete agreement of the parties and supersedes or
incorporates any prior written and oral agreements of the parties. In addition, contractor understands
that no County official or employee, other than the Board of County Commissioners acting as a body
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at a Board meeting, has authority to enter into a contract or to modify the terms of this contract on
behalf of the County. Any such contract or modification to this contract must be in writing and be
executed by the parties hereto.
d) Either party shall have the right to terminate this Contract by giving the other party ninety days
notice by registered mail, return receipt requested at the addresses below listed, effective upon
mailing. If notice is so given, this Contract shall terminate on the expiration of the thirty days, and
the liability of the parties hereunder for further performance of the terms of this Contract shall
thereupon cease, but perform their obligations up to the date of termination. The County's contact
person for this contract shall be the Human Services Director. The Contractor's contact person for
this contract shall be the Aspen-Basalt Care Clinic Director.
e) In the event this Contract is terminated, final payment to the Contractor may be withheld at the
discretion of the County until final audit. Incorrect payments to the Contractor due to omission,
error, fraud, or defalcation shall be recovered from the Contractor by deduction from subsequent
payments under this Contract or other contracts between the County and the Contractor, or by the
County as a debt due to the County. The waiver of any violation shall not be construed as a waiver
of any other or subsequent violation of this Contract or appropriate statutes or regulations.
7. Notice. Any written notice required by this Agreement shall be hand delivered, faxed or
sent first class mail, postage prepaid as follows:
To Pitkin County: To Contractor:
Connie Overton, Contract Manager Cynthia Aguilar, Director
0405 Castle Creek Road, Suite 7 1450 E. Valley Road, Suite 103
Aspen, CO 81611 Basalt, CO 81621
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WHEREFORE,the parties have herein set their hands and affixed their seals the day and date indicated below.
SIGNED this day of 12001.
RECOMMENDED FOR APPROVAL: PITKIN COUNTY, C/O L/ORADO
Nancy N. Sundeeb Hilary Smith ounty Manager
Director of Health& Human Services
APPROVED AS TO FORM:
John Ely ASPEN VALLEY HOSPITAL
Coun )
�-
Randy Middlebrow (date)
Debe MacDonald Nelson
Finance Director IvuCoo
Aspen Valley Hospital
Mailing Address:
0401 Castle Creek Road
ATTEST: Aspen,CO 81611
STATE OF COLORADO )
COUNTY OFPJA¢ kA ss.)
� ��`� The foregoing was acknowledged before me this day of y ,2001, by
Y' _ 16�agent Aspen Valley Hospital.
Witness my hand and official seal.
Notary Public
40 - Ct
ess
My Commission expires: 4L-) a'
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ADDENDUM A
EVALUATION PLAN
Pitkin County supports the concept of Results Based Management as an accountability tool for
health and human service non-profit organizations. Please choose one or two components of
your program that you can and will evaluate in the coming year. In the questions below please
describe the tools you will use to measure the outcomes. If you are asking for funds for a
specific project please evaluate that project. We can provide copies of training materials that
were handed out at the Results Based Management training that was held on May 4, 1999.
Evaluation Purpose
State the purpose of your evaluation.
Service Units
What is the definition of a unit of service for the program component on which you are seeking
County Funding?Describe how you will determine units of service for these client demographic
characteristics: (a) gender(b) age (c) city of residence (d) ethnicity.
Service Unit Quality
How will you measure service quality? Explain how quality will be reported for each of the
major client characteristics you serve, e.g., Males vs. females, young, middle age and older
adults.
Service Outcomes
How do you define the outcomes for your service? Describe how you will report short-term
outcomes for your major client demographic groups.
Service Impact
What is the unmet community need addressed by the service component for which you are
seeking funding? Describe what impact on the need could be expected from your service
component.
Addendum B (Revised July 6, 1999)
REQUIRED CLAUSES
For purposes of these required clauses, "Contractor" means the bidder/proposer or other party who may
eventually enter into a contract with the County.
The Bidder/Proposer shall be subject to the following provisions:
1. COMPLIANCE WITH PROCUREMENT CODE AND APPLICABLE STATE CONTRACTING LAW
A. The contractor acknowledges that this Agreement is entered into subject to the requirements of the
"Pitkin County Procurement Code," (Section 8.5 of the Pitki n County Home Rule Charter, Resolution
No. 82-37, April 12, 1982). As such, the Contractor agrees to comply with all requirements of said
Procurement Code, and such requirements are incorporated herein by this reference.
B. The Contractor shall immediately notify the County Manager in writing of any violation of said Code or
statutes by the County's employees or agents, which violation(s) is known or should have been known
by him, and failure to so notify the County of any violation(s)within five (5)days of knowledge of such
violations shall be considered a breach of this Agreement. Further, such failure to notify the County of
violation of the Procurement Code or statutes within five (5) days of knowledge shall be deemed as a
waiver of any action or defense that the Contractor may have against the County by reason of such
violation of the Procurement Code or statutes.
2. WARRANTIES AGAINST CONTINGENT FEES GRATUITIES KICKBACKS AND CONFLICT OF
INTEREST
A. Covenant Against Contingent Fees. The Contractor 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 Contractor for the purpose of securing
business.
B. Gratuities Prohibited. The Contractor agrees not to give any employee or former employee of Pitkin
County 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 Subcontract, or to any
solicitation or proposal therefor.
C. GratuitV means a payment, loan, subscription, advance deposit of money, services, or anything of
more than nominal value, present or promised, unless consideration of substantially equal or greater
value is received.
D. Kickbacks Prohibited. It shall be a breach of 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.
E. Conflict of Interest Prohibited. No official, officer, employee or representative of the County during the
term of this Contract or one(1)year thereafter shall have any interest, direct or indirect, in this Contract
or the proceeds thereof. (Additional restrictions on present and former employees of County are found
in Article 7 of the Procurement Code).
F. Sub-Contract Clause. The prohibitions against contingent fees, gratuities, kickbacks and conflict of
interest prescribed in this Contract shall be made a condition of and conspicuously set forth in every
sub-contract and solicitation therefor.
G. Conspicuously means written in such special or distinctive format, print, or manner that a reasonable
person against whom it is to operate ought to have noticed it.
H. Remedies. In addition to other remedies it may have for breach of the prohibitions against contingent
fees, gratuities, kickbacks and conflict of interest, the County shall have the right to:
(1) Terminate this Contract without liability by the County;
(2) Debar or suspend the offending parties from being a contractor or sub-contractor under County
contracts;
(3) Deduct from the contract price or consideration, or otherwise recover, the value of anything
transferred or received by the Contractor; and
(4) Recover such value from the other offending parties.
3. EQUAL EMPLOYMENT OPPORTUNITY AND DISADVANTAGED/MINORITY/WOMEN BUSINESS
ENTERPRISES (DBE/MBE/WBE)
A. Pursuant to local, state and/or federal anti-discrimination and affirmative action programs, contractor
shall meet all applicable requirements with respect to employment and subcontracting in connection
with Disadvantages/Minority/Women individuals and enterprises(DME/MB E/WBE).
B. In connection with the execution and administration of this Contract, and any subcontracts, the
Contractor shall not discriminate against any employee or applicant for employment because of race,
religion, color, sex, national origin, age, handicap or status as a veteran.
C. In connection with the performance of this Contract, the Contractor will cooperate with the County in
meeting the County's commitments and goals with regard to the maximum utilization of
disadvantaged, minority and women business enterprises and will use its best efforts to ensure that
such business enterprises shall have the maximum practicable opportunity to compete for employment
and/or subcontract work, if any, under this Contract.
D. The Contractor will furnish all necessary information and reports and will permit access to its books,
records, and accounts by Pitkin County for purpose of investigation to ascertain compliance with the
nondiscrimination/affirmative action provisions of any resultant contract.
E. Employment Data and Affirmative Action Plan. If requested, the Contractor agrees to submit on an
Employment Data Form to be provided by the County, the data showing the utilization of
disadvantaged persons, minorities and women by job category within its organization. Where the
Contractor has fifty (50) or more employees or it is participating in contracts with the County which
exceed Fifty-Thousand ($50,000.00) Dollars, an Affirmative Action Plan must be submitted to the
County when requested by the County Attorney's Office within ten (10) days after selection.
F. Noncompliance. In the event of the Contractor's noncompliance with the nondiscrimination/affirmative
action provisions of any resultant contract, Pitkin County shall impose such contract sanctions as it
may determine to be appropriate, including, but not limited to:
(1) Withholding of payments under the Contract until the Contractor complies, and/or
(2) Cancellation, termination, or suspension of the Contract, in whole or in part.
4. TERMINATION FOR DEFAULT OR FOR CONVENIENCE OF COUNTY
A. The performance of work under the Contract may be terminated by the County:
(1) Whenever the Contractor shall default in performance of this Contract in accordance with its
terms, and fails to cure or show cause why such failure to perform should be excused within ten
(10) days (or longer as the County may allow or shorter, but not less than three (3) days, for
failure to provide proof of insurance or maintenance of any dangerous condition) after hand-
delivery or mailing to the Contractor of a notice specifying the default. If mailed, said notice
shall be sent by certified mail, return receipt requested, to the address specified herein for the
Contractor.
The Contractor shall not be in default by reasons of any failure in performance of this Contract
in accordance with its terms if such failure arises out of causes beyond the control and without
the fault or negligence of the Contractor. Such causes may include, but are not restricted to,
acts of God, natural disasters, strikes, or freight embargoes, but in every case the failure to
perform must be beyond the control and without the fault or negligence of the Contractor. Upon
request of the Contractor, the County shall ascertain the facts and failure, and, if the County
shall determine that any failure to perform constituted a valid commercial excuse, the
performance shall be revised accordingly and notice of default withdrawn; or
(2) Whenever for any reason and in its sole discretion the County shall determine that such
termination is in its best interest and convenience.
B. Notice of Termination. In the event of termination for the convenience of the County, the County shall
deliver to the Contractor a written notice of termination, specifying the reasons therefor, and the
effective date of such termination. The effective date shall not be earlier than the date of hand-delivery
or the date of mailing of the notice, plus three (3) business days. The notice of termination shall be
sent regular first-class mail to the address of the Contractor herein provided.
C. Termination Procedure. After the effective date of the notice of termination for default or for the
convenience of the County, unless otherwise directed by the County, the Contractor shall:
(1) Stop work under the Contract on the date specified in the notice of termination.
(2) Place no further orders for materials, services or facilities.
(3) Terminate all orders and subcontractors to the extent that they relate to the performance of
work terminated by the notice of termination.
(4) With the approval or ratification of the County, settle all outstanding liabilities and all claims
arising out of such termination on orders or subcontracts, the cost of which would be
compensable or reimbursable in whole or in part in accordance with this Contract.
D. Termination Payment. After the effective date of a notice of termination for the convenience of the
County, the Contractor shall submit to the County his termination claim in the form of a final invoice in
accordance with the provisions in "Method of Payment," including costs incurred to the date of
termination, and costs incurred because of termination, which termination costs shall not exceed 10%
of the total amount of proposal; provided, however, that in the event of default by the Contractor, no
extra costs incurred because of termination shall be paid to the Contractor and any costs paid shall not
be a waiver of any claim, counterclaim or set-off by the County against the Contractor on account of
any default. Such claim must be submitted promptly, but in no event later than thirty (30) days from
the effective date of termination, unless one or more extensions are granted in writing by the County.
Upon the Contractor's failure to submit a claim in the time allowed, the County may review the
information available to it and determine the amount due the Contractor, if any, and pay the Contractor
the amount as determined.
E. Termination Settlement. Subject to Paragraph 4.D., the Contractor and County may negotiate the
whole or any part of the amount or amounts to be paid, upon termination for default or for the
convenience of the County.
F. Remedies. The Contractor shall have the right of appeal from any determination made by the County
under"Termination for Default or for Convenience of County;" except that if the Contractor has failed
to submit his claim within the time provided in Paragraph 4.D., above, and has failed to properly
request extension, he shall have no such right of appeal. In any case where the County has made a
determination of the amount due under Paragraphs 4.D. or 4.E., above, the County shall pay the
Contractor: (1) the amount the County has determined if there is no right to appeal or if no timely
appeal has been taken, or (2) the amount finally determined on such appeal if an appeal has been
taken.
G. Method of Appeal. If the Contractor disagrees with the County's determination under Paragraphs
4.D. or 4.E., he can appeal this decision in writing to the County. Such appeal must be made within
twenty (20) days of receipt in writing of the County's determination. The County shall have twenty (20)
days in which to respond in writing to the appeal. The County's response shall be final and conclusive
unless within thirty (30) days from the date of receipt of such response the Contractor submits the
dispute to a court of competent jurisdiction or submits a demand for arbitration if required by the
Contract Documents.
5. INTEGRATION AND MODIFICATION
A. This Contract constitutes the full and complete agreement of the parties and supersedes or
incorporates any prior written and oral agreements of the parties. In addition, the Contractor
understands that unless the contract is for goods or services of a value less than $25,000, no County
official or employee, other than the Board of County Commissioners acting as a body at a Board
meeting, has authority to enter into a contract or to modify the terms of this contract on behalf of the
County. Any such contract or modification to this contract must be in writing and be executed by the
parties hereto.
B. With respect to change orders under the Contract, the County and the Contractor shall process and
approve/disapprove requests for change orders as otherwise provided in this Contract, subject to the
requirements of the Procurement Code and the Finance Office.
6. INDEMNITY
A. The Contractor (including, by definition here and hereinafter, its officials, employees, agents and
representatives, subcontractors and suppliers), shall and hereby does release, discharge, indemnify
and hold harmless the County of Pitkin and its officials, employees, agents and representatives from
and against liability for any claim, demand, loss, damages, penalty, judgment, expenses, costs
(including costs of investigation and defense), fees (including reasonable attorney and expert witness
fees) or compensation in any form or kind whatsoever for any bodily injury, death, personal injury or
property damage arising out of or in connection with any negligent act, intentional act, error or
omission by the Contractor, and for any consequential liability alleged to accrue against the County on
account of the Contractor's acts, errors or omissions; provided, however, that such indemnity shall not
be construed as an indemnity for bodily injury or property damage arising from the sole negligence of
the County or its employees.
B. The Contractor further shall investigate, process, respond to, adjust, provide defense for and defend,
pay or settle all claims, demands, or lawsuits related hereto at its sole expense and shall bear all other
costs and expenses related thereto, even if the claim, demand or lawsuit is groundless, false or
fraudulent.
7. INSURANCE
A. In whole or in part, the Contractor shall secure and maintain for the term of its contractual relationship
with the County such insurance policies, from companies licensed in the State of Colorado, as will
protect itself, the County (with the County named as additional insured) and others as specified, from
claims for bodily injuries, death, personal injury or property damage, which may arise out of or result
from the Contractor's acts, errors or omissions. The following insurance coverage, at or above the
limits indicated and including such endorsements as are indicated by an W', are required:
(1) Statutory Worker's Compensation: Colorado statutory minimums
(2) Commercial General Liability -ISO 1996 Form or equivalent
Each Occurrence Limit
General Aggregate Limit $1,_$1,000,000
00,000
Products/Completed Operations Aggregate Limit $1,000,000
Comprehensive Form(All risks)to include:
X Premises/Operations
Underground, Explosion&Collapse Hazard
X Products/Completed Operations
X Contractual Liability
X Independent Contractors and Subcontractors
X Broad Form Property Damage
X Personal Injury
(3) Business Auto Coverage:
Combined Single Limit Liability (each accident)
Bodily Injury (per person/per accident)
Property Damage(per accident)
Coverage to include:
Any Auto
All Owned Autos
Hired Autos
Non-Owned Autos
Garage Liability
(4) Special Coverages (check as appropriate):
(1) Performance Bond
Labor and Material
Payment Bond
(2) Professional Errors and Omissions
(3)Aircraft Liability
(4) Owner's Protective
(5) Builder's Risk amount of project
(6) Boiler and Machinery
(7) Loss of Use Insurance
(8) Pollution Liability
(9)Crime, including Employee Dishonesty Coverage, or Fidelity Bond
B. To provide evidence of the required insurance coverages, copies of Certificates of Insurance in a form
acceptable to the County shall be filed with the County (through the Project Manager) no later than ten
(10) calendar days prior to commencement of operations affecting the County. Failure to file or
maintain acceptable Certificates of Insurance with the County is agreed to be a material breach of any
contract and grounds for rescission or termination. These Certificates of Insurance shall contain a
provision that coverage afforded under the policies will not be canceled or materially altered unless at
least thirty (30) calendar days prior written notice by certified mail, return receipt requested (effective
upon proper mailing), has been sent to the County (through the Project Manager). (For purposes of
this provision, "materially altered" shall mean a change affecting the coverage's required herein,
including a change to policy limits as set out in the then-current policy declarations page).
Simultaneously with the Certificates of Insurance, the Contractor shall file with the County (and
promptly update, as necessary) a certified statement as to claims pending against the required
coverage's, reserves established on account of such claims, defense costs expended and amounts
remaining on policy limits.
C. In addition, these Certificates of Insurance shall contain the following clauses:
(1) The clause "other insurance provisions," in a policy in which the County of Pitkin holds a
Certificate, shall not apply to the County of Pitkin.
(2) The insurance companies issuing the policy or policies hereunder shall have no recourse
against the County of Pitkin for payment of any premiums or for assessments under any form of
policy.
(3) Any and all deductibles in the above-described insurance policies shall be assumed by and be
for the amount of, and at the sole expense of the Contractor.
(4) Location of operations shall be: "all operations and locations at which work for the referenced
Project is being done."
D. Certificates of Insurance for all renewal policies shall be delivered to the Project Manager at least
fifteen (15) days prior to a policy's expiration date except for any policy expiring on the expiration date
of this Agreement or thereafter.
E. The County reserves the right to request and receive a copy of any policy and any policy
endorsement.
8. EXEMPTIONS AND PREFERENCES
A. All purchases of construction or building or any other materials for any Contract shall not include
Federal Excise Taxes or Colorado State or local sales or use taxes. Pitkin County is exempt from
such taxes under registration numbers 98-02624 and 84-78000-5K.
B. Pursuant to state statute and to the extent permitted by law, Colorado labor shall be employed to
perform the work to the extent of not less than eighty percent (80%) of each type or class of labor
employed on such project; except for highway construction,which is subject to C.R.S. 43-2-208,which
provides that all laborers shall be bona fide residents of Colorado with a preference to residents of the
County where the work is performed.
C. Preference is given, to the extent permitted by law, to: materials, supplies and provisions produced,
manufactured or grown in Colorado, quality being at least equal to materials, supplies and provisions
from outside the state; and to local (Roaring Fork Valley)services and labor of quality at least equal to
non-local services and labor.
9. RECORDS
The Contractor shall maintain comprehensive, complete and accurate books, records, and documents
concerning its performance relating to this Project for a period of three(3)years after final payment on
the Project and the County shall have the right within the three-year period to inspect and audit these
books, records and documents, upon demand, in a reasonable manner and at reasonable times, for
the purpose of determining, by accepted accounting and auditing standards, compliance with all
provisions of the Contract and applicable law.
10. SUCCESSORS AND ASSIGNS
This Agreement and all of the covenants hereof shall inure to the benefit of and be binding upon the
County and the Contractor respectively and their agents, representatives, employees, successors,
assigns and legal representatives. Neither the County nor the Contractor shall have the right to assign
or transfer its interest or obligations hereunder without the written consent of the other party, which
consent shall not be unreasonably withheld.
11. 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 Contractor or County may assign this Agreement in
accordance with the specific written permission, any rights to claim damages or to bring any suit,
action or other proceeding against either the County or Contractor because of any breach hereof or
because of any of the terms, covenants, agreements or conditions herein contained.
12. 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.
13. ATTORNEY'S FEES
In the event that legal action is necessary to enforce any of the provisions of this Agreement, the
prevailing party shall be entitled to its costs and reasonable attorney's fees.
14. NOTICES
Unless otherwise provided in the Contract Documents, all notices under the Agreement shall be sent
certified mail, return receipt requested, and shall be effective upon receipt or three (3) business days
after mailing, whichever is first.
15. Year 2000 Issues
Contractor hereby releases and holds Pitkin County harmless from any and all claims and
causes of action relating to performance of this Agreement of any nature whatsoever in
tort, contract, or otherwise, for any action, inaction or for any loss or damage attributable
to, resulting from, arising out of or in connection with a year 2000 error.
16. Governmental Immunity
Contractor agrees and understands that Pitkin County is relying on and does not waive, by any
provision of this Agreement, the monetary limitations or terms (presently $150,000.00 per person
and $600,000 per occurrence) or any other rights, immunities, and protections provided by the
Colorado Governmental Immunity Act, 24-10-101, et. seq., C.R.S., as from time to time amended,
or otherwise available to Pitkin County or any of its officers, agents or employees. Further, nothing
in these Required Clause or any other Contract Document shall be construed or interpreted to require
or provide for indemnification of the Contractor by the County for any injury to any person or any
property damage whatsoever which is caused by the negligence or other misconduct of the County or
its agent or employees.
17. Current Year Obligations
The parties acknowledge and agree that any payments provided for hereunder or
requirements for future appropriations shall constitute only currently budgeted
expenditures of Pitkin County. Pitkin County's obligations under this Agreement are
subject to Pitkin County's annual right to budget and appropriate the sums necessary to
provide the services set forth herein. No provisions of this agreement shall constitute a
mandatory charge or requirement in any ensuing fiscal year beyond the then current fiscal
year of Pitkin County. No provision of this agreement shall be construed or interpreted as
creating a multiple-fiscal year direct or indirect debt or other financial obligation of Pitkin
County within the meaning of any constitutional or statutory debt limitation. This
agreement shall not directly or indirectly obligate Pitkin County to make any payments
beyond those appropriated for Pitkin County's then current fiscal year. No provisions of
this agreement shall be construed to pledge or create a lien on any class or source of
Pitkin County's moneys, nor shall any provision of this agreement restrict the future
issuance of Pitkin County's bonds or any obligations payable from any class or source of
Pitkin County's money.