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HomeMy WebLinkAboutbocc.con.034.2001 STAFF AUTHORIZED SIGNATURE CONTRACT#„ ,y' PITKIN COUNTY HEALTH AND HUMAN SERVICES PURCHASE OF SERVICES CONTRACT AND LEASE AGREEMENT ASPEN COUNSELING CENTER OF COLORADO WEST REGIONAL MENTAL HEALTH CENTER, 2001 THIS AGREEMENT AND LEASE is made as of the date last below signed between Pitkin County herein referred to as "County", and Colorado West Regional Mental Health Center, which operates the Aspen Counseling Center of Colorado West Mental Health Center hereafter referred to as "Contractor". Whereas, Colorado West Regional Mental Health Center is licensed by the Department of Health to provide Community Mental Health Services and Outpatient Alcohol and Drug Abuse services in ten (10) counties including Pitkin County. Specific statutory authority is found in C.R.S., 1973, Title 27, Article 1, Part 2 and Title 25, Article 1, Parts 206 and 303 (1) (6); whereas, Pitkin County wishes to contract for provision of mental health services for its residents and visitors; 1. Term. The term of this Agreement is from January 1, 2001 to December 31, 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. Maintain written requirements for safeguarding client information and comply with 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; provide proof of such insurance to the County upon demand therefore. Required Clauses are attached hereto, herein referred to as Addendum C. 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. 1 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 B) 1. Provide a semi-annual PROGRESS REPORT on services provided. 3. Pitkin County's Obligations. County shall: a. County agrees to purchase and Contractor agrees to furnish the following services hereinafter referred to as "Purchased Services": 1. 24-hour emergency services. 2. Full services to low-income Pitkin County residents participating on sliding fee scale. 3. Salary enhancement - to recruit and retain professional mental health counselors. b. County agrees to purchase these services for the following targeted groups: 1. Residents of Pitkin County in need of crisis intervention 24 hours a day, 7 days a week. 2. Low-income residents not covered by insurance, EAP or other financial programs that need Mental Health intervention. c. County agrees to pay as services are provided as follows: 1. $56,747 cash towards administrative costs. The County will pay contractor in semi-annual payments on the last day of March and September. 2. $32,776 in-kind contribution is reimbursement for rental expenses in the Schultz Health and Human Services Building pursuant to the lease. (Addendum A) The total amount of this Contract shall not exceed $56,747 cash and $32,776 in kind (being the agreed upon value for the rent, utilities, cleaning, maintenance and repair for the space provided to the Contractor in the Schultz Health and Human Services Building). The rates paid above include all of contractor overhead and administrative costs in complying with terms of this contract. 3. County will pay contractor in semi-annual payments. 4. General Provisions: 2 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 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 ninety 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 Counseling Center of Colorado West Mental Health 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 Contract or, 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. 5. Required Clauses. Pitkin County's Required Clauses, including provisions for insurance and indemnification, are attached hereto and incorporated by this reference. (Addendum Q 6. 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 Jeff Kremer, Director 0405 Castle Creek Road, Suite 7 0405 Castle Creek Road, Ste. 9 Aspen, CO 81611 Aspen, CO 81611 3 ADDENDUM A LEASE AGREEMENT BETWEEN ASPEN COUNSELING CENTER OF COLORADO WEST REGIONAL MENTAL HEALTH CENTER AND PITKIN COUNTY, COLORADO This lease agreement is made and entered into on the 1 st day of January, 2001, by and between Aspen Counseling Center of Colorado West Regional Mental Health Center, hereafter referred to as Aspen Counseling Center, and the County of Pitkin in the State of Colorado hereinafter referred to as the "County". Whereas, from January 1, 2001 - December 31, 2001, Aspen Counseling Center desires to rent an office space in the Schultz Health and Human Services Building approximately 2,049 sq feet at $16/sq ft per year totaling $32,776 for one year. This lease is not renewable without written consent of both parties. Failure to vacate the premises as of January 1, 2002 will not operate as a renewal of this lease. Now therefore, in consideration of the mutual covenants and promises contained herein, the parties agree as follows: 1) Period of Operation: The County hereby leases and demises for the calendar year 2001 to Aspen Counseling Center that area designated Suite 9 in the Schultz Building. Said space shall be available at 8:00 a.m., Monday, January 1, 2001. Aspen Counseling Center will be prepared to vacate the office by 5:00 p.m. on Monday, December 31, 2001, unless a new lease has been signed. 2) Repairs and Maintenance: During the period of this lease agreement Aspen Counseling Center shall maintain this office in good shape and repair and return it to the County in substantially the same condition received normal wear excepted. The County shall provide regular office cleaning Monday - Thursday. 3) Payment: The rent for the entire term for the space rented by Aspen Counseling Center is $32,776; however, the County shall provide an in-kind rent contribution of$32,776 to Aspen Counseling Center. 4) Governing Law: This lease agreement has been entered into in the State of Colorado, and the validity, interpretation and legal effect of this agreement shall be governed by the laws of the State of Colorado. 5) Remodels To Premises: No remodeling is to be done to premises without the written consent of the County. Remodels will be done at the agency's cost unless the remodel is addressing a health or safety issue. County must approve any credit of cost of remodeling before work commences. 6) Non-Assignment: This lease agreement and the rights arising under it shall not be assigned or transferred by Aspen Counseling Center. 7) Binding Effect: This lease agreement shall be binding upon the parties hereto, their respective heirs, successors and assigns. 4 8) Phones: Aspen Counseling Center will make a quarterly payment to the County for use of phones of$1,047.00. County may modify amount and will notify Aspen Counseling Center of any significant phone bill increases or decreases to adjust payment and Aspen Counseling Center agrees to pay or to be refunded any such adjustments. Monthly bills will not be issued. 9) The Aspen Counseling Center agrees to undertake its activities in the leased premises in a manner, which will not interfere with other tenants, and activities in the building. 10)The County shall supply heating and electricity to the leased premises at no additional charge. 11)In the event the building or leased premises become damaged or untenantable for any reason during the term hereof, the County shall have the right to declare this lease terminated and require Aspen Counseling Center to vacate the premises, whereupon the parties shall have no further obligations hereunder. 12)Aspen Counseling Center hereby releases and indemnifies the County from any liability for property loss or damage and personal or bodily injury to the property or in connection with the use, storage, movement or maintenance of the property provided that this indemnity shall not be considered to indemnify the County from damage or injury caused by the willful misconduct of the County or its employees. To find indemnification, Contractor must provide evidence of the following insurance (naming Pitkin County additionally insured) within 10-30 days of execution of contract: a. Statutory Worker's Compensation: 1) Colorado statutory minimums b. Commercial General Liability 1) Bodily Injury/Property Damage, Combined Single Limit: $1,000,000 c. Endorsements: 1) Comprehensive Form (All risks) 2) Premises/Operations 3) Broad Form Property Damage 4) Personal Injury County reserves the right to have proof of insurance on demand within five days of demand. 13)This agreement may be terminated at any time for any cause by either party by 30 day written notice to the other party at the addresses set forth below. Kenneth Stein, Ph.D, Executive Director,. Nancy N. Sundeen, Director Colorado West Regional Mental Health Center Pitkin County Health& Human Services P.O. Box 40 0405 Castle Creek Road, Suite 7 Glenwood Springs, CO 81602 Aspen, CO 81611 14)It shall be the responsibility of the Aspen Counseling Center at its own sole cost and expense, within five days after the expiration of this Agreement, to remove office equipment from the premises. Any equipment not removed within this period of time shall be conclusively deemed to be abandoned by Aspen Counseling Center and shall become the property of the County. 5 WHEREFORE,the parties have herein set their hands and affixed their seals the day and date indicated below. SIGNED this day of ,2001. RECOM�,MENDED FOR APPROVAL: \ Nancy N. Sundeen Director of Health& Human Services APPROVED AS TO FORM: John Ely ! / Coun ey Debe MacDonald Nelson Finance Director PITKIN OUNTY,C ORADO B � - . y: Hilary Smith, ounty Manager COLO O WEST ONAL IL HEALTH /CENTER By: v�lt/lUdf7! Kenneth Stein, Ph.D. (date) Executive Director, Colorado West Regional Mental Health Center Mailing Address: PO Box 40 Glenwood Springs, CO 81602 ATTEST: STATE OF COLORADO ) COUNTY OF ' Aidd ss. ) The foregoing was acknowledged before me this 2tAay of Gc��1 ,2001, by agent Colorado West Regional Mental Health Center. Witness my hand and official seal. Utlz0 & Notary Public // Address My Commission expires: 6 ADDENDUM B 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. 7 Addendum C (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. Gratuity 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"X", are required: 4 (1) Statutory Worker's Compensation: Colorado statutory minimums (2) Commercial General Liability -ISO 1996 Form or equivalent Each Occurrence Limit General Aggregate Limit _$1,000,000$1,000,000 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. sec., 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.