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P1TKiN GOUNTY LANDFILL -
LOADING DOCKS AND PAD �
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contractor:
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,.,, Aspen Earthmoving LLC �
' PO BoX 1090
Carbontlale CO 8�623
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Pltkin County Board of Commissioners
530 East Main Street,3rd Floor �,;.
Aspen,CO 8�611 '�r-
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Project Management �'
November 1997
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PITKIN COUN�]'C�N�� CT'IOh OhTRACT
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AGREEMENT » �'J
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THIS AGREEMENT, made as of the 1�th day of November, 1997, by and -
between the County of Pitk(n,Coloratlo,a Colorado home-rule county,chereinafter called -
the COUNTY)and Aspen Earthmoving LLC.(hereinafter called the CONTRACTOR). �y `,�:, -
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wITNESSETH, that whereas the County intends to accompitsh the f; �' .
excavation work related to the Loading Docks and Concrete working areas at the Pitkin (�' `
County Landf111, hereinafter called the PROJECT, in accordance with the terms and condi- �:.:�_
tions outlined in the Proposal Documents. :
NOW,THEREFORE, the County and the Contractor, for the considerations `s. `
heretnafter set forth,agree as fotlows:
...: -
1. THE CONTRACTOR AGREES to furnish all the necessary labor, materials, �,
equipment, tools and servfces necessary to complete in a workmanliKe manner all tasks
required withfn the scope of work for the completion of the Project, in strict compliance ���
with the contract documents herein mentioned,which are made a part of this contrac�t. 'f
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e. CONTRACT TIME AND LIOUfDATEO �AMAG s. Work Utld2f thi5 �
Agreement shall be commenced by November 12 and completed by December 31, 1997.
� Contractor hereby agrees to pay County Liquidated Damages in the amount of SO per ..�
calendar day for each day or part of a day the Project!s not completed by the completlon
date here estabtished.
_ i b. Sua-coNTRACTORs, The Contractor agrees to b(nd every sub-
contractor by the terms of the Contract Documents. The Contract Documents shall not be
constxued as creating any contractual relationship between the sub-contractor and the
� county.
2. THE CoUN1Y ACREES to pay,and the Contractor agrees to accept,in full
payment for the performance of this Contract, the Contract of S4Z.�44.Q4 as further
defined in section iv.of these documents,subject to increase or decrease in accordance
with the provisions of the Contract Documents.
_ ; a. Progress payments shall be made in accordance with these Contract !
i , oocuments.
4
' 3, contrRacr oocunnENrs. �n the event that any provis(on of one contract �
Document Conflictr with the provision of another,the provision in the Contract Document
Iisted first below shall govern,except as otherwise specifically stated: �!
i. Agreement
ii. RequestforProposal
fiL Contractors Proposal �`
iv_ General Conditions I
v. Required clauses �:.
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4. AUTHORITY AND RESPONSIBILITY OF THE PROJELT MANAGER. All WOf'k Sh21)
be done under the general supenrtsion and directfon of the ProJect Manager or her desig- `�
nee. The Prolect Manger shall tlecide anY antl ali questions which may arise as to the quality '`:
and acceptability of materials furnished, work performed, rate of progress of the work, �
fnterpretation of the Contract, change orders fwithin the limits of her authority) and all • -
other questions as to the complfance with the Contract on the part of the Contractor.
5. sUCCESSORS aND ASSIGNS. This AgreemenL and all of the covenants
hereof shail inure to the benefit of and be binding upon the County and the Contractor
i respectively and their agents, representatives, employees, successors, assigns and legal
+ representatives. Neither the County nor the Contractor shall have the right to assign, '*�
' transfer or sublet his fnterest 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 �
Contractor or County may assign this Agreement in accordance with the speciflc written �:
- permissfon,any rights to daim 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. a
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7. �9LyFB. No waiver of default by either party of any of the terms, �.
covenants or conditions hereof to be performed, kept and observed by the other partV ;
shall be cor+strued,or operate as,a waiver of any subsequent default of any of the terms,
covenants or conditions herein contained, to be pefformed, kept and observed by the
. ! other party.
�
� 8. AGREEMENT MADE IN WLORADO. The partie5 agree that th(S A9reement
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. -
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9. A7TORNEY�s FEES. In the event that legal action is necessary to enforce
j any of the provisions of this Agreement,the prevailing party shatl be entitled to its costs
� and reasonable attomey�s fees.
1
� 10. wA1vER oF PRESUMPTION. This Agreement was negotlated and
�, reviewetl through the mutual efforts of the parties hereto and the parties agree that no
i constructlon shall be made or presumption shall arise for or against either parYy based on
� any alieged unequal status of the parties in the negotiation, review or drafting of this
j Agreement.
`t �1. �THORIZED REPRESENTATIVE. The UnderSigned representative of
� Contractor, as an inducement to the County to execute this Agreement, represents that
' � he/she is an authorized representative of Contractor for the purposes of executing this
` Agreement and that he/she has full antl complete authority to enter into this Agreement
, for the terms and conditions specified herein. -
� iN WITNESS WHEREOF,the parties have made and executed this Agreement,
the day and year first above written.
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COUNTY OF PITKIN,COLORADO Aspen Earthmovf g LLC.,CONTRACTOR - .
' j BOARD OF COUNN OM I IONERS
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j RECOMMEIVDED FOR APPROVAL:
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' Temple Gla ier Suz e Kon�
�6 ProJect Manager Cou Manager
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;� APPROVED AS TO FORM:
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John Ely -
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, iii. Contractors Proposaf `r,-' ��'�
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Aspen Earthmoving, LZC. � '"
' PO Box 1090 .:' _r�
i Carbondale, CO 81623 . ;i�
� 970-963-0377 �•,��':�'
I Proposal: November 6, 1997 x '.` .
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� Proposal Submitted To: Wo=k to be Performed At: �.,`��' +`,
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Ms. Temple Glassier Pitkin County Landfill ._,�,:.:
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� Pitkin County Project Manager � �.'-:
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Dear Temple; =Q•.
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; We are pleased to submit our proposal for excavation and slab
i prep associated with improvements at the recycling facility at ` "
the Pitkin County Landfill. ��a' ' •
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i As we discussed, we will be removing 2-3 feet of existing fill in
� fr.ont of the building and replacing it with imported structural
� fill. We have spoken with Bob Patillo who is the engineer with
the project and he agrees with our approach.
�
T.J. Concrete will contract directly with you for the concrete
I wo k '-
� The scope of work and costs are defined as follows:
- � 1) Excavation and backfill for footers
� and retaining walls. S 9,000.00 ;
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2) Excavation and hauling of material
under slab. Haul to location on site. S 7,000.00
3) Placement of structural fill, including
---- - compaction. Testinq by others. $?3,000.00
` E 4) Install 80' of 16" CMP across entrance
� to site. $ 3,200.00
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! 5) Screened rock for slab prep,200 tons. $ 5,000.00 •
TOTAL $42,200.00
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� All hauling prices reflect the current weight limits imposed by '::��
� various local governments for county, village, and subdivision '
� roads.
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� We anticipate this work will be completed by Winter, 1997. It is �<,'._:+�';'
( understood and agreed that if the wozk is performed at some other Y �
� time, the price quoted is subject to change relative to ;`r�."":
conditions such as scheduling, weather, supplier price changes, � '..;
insurance costs or any other changes effecting the cost of our �'%;:- -
. operations.
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We will submit a bi11 for the above work, in part or in full, by !`
- �� ; the 25th of the month which is to be paid by the lOth of the r
�": '`� following month. 2 1/2� interest per month will be added to �
,� overdue accounts without exception.
!�
All ag=eements are contingent upon strikes, accidents or delays
: � beyond our control. Owner is to carry fire, disaster and other 4
� necessary insurance upon above work. Workmen's Compensation and i
j � Public LTABILITY insurance on above work is to be taken out by
Aspen Earthmoving, LLC.
� � i
Contractor's signature on this proposal indicates agreement with
1 general quoted quantities and measurements. Any actual �
. f ! substantial overage from speciEied amounts will be treated as a �`''
. i change of conditions which may warrant a change order and price r
j � alteration. E
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i � Any legal fees ox other expenses, including service charges that (
. � may be incurred in the collection o£ any moneys owed to Aspen �
4 � Eazthmoving, LLC for the above work, or any associated extra
� ' charges, will be added to the cosb of the work performed. �
_._. � , �
j Blasting, splitting of rocks encountered and special rock �
�� ! handling, including rock in excess of 2.5 cubic yards or in �
F ledges 9 or more inches thick, shall be charged out on a time and (
� material basis. �
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' � In case underground water is encountered, dewatering the site -
shall be done on a time and material basis. =' •+'.
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IPublic Utility locates are required prior to commencement of -
work. Aspen Earthmoving, LLC is not responsible for the cost of � '.�
repair of any private utility line breaks that have not been � " '''+
shown or located b Owner/Contractor. �
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Accepted By: Respectfully Submitted, L
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Aspen Earthmoving, LLC r"
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By: • �;z,
ick Stevens �:�`
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� G611ERAL CONDITIOIVS �''
1l The intent of the Drawings and Specifications is that the Contractor shall furnish all �^,�
labor, materials,tools equipment and transportation for the proper execution of � 3
the Work in accordance with the Contract Documents and ail incidental work ',' '
necessary to complete the Project in an acceptabte manner,ready for use. " �
rne Contract Documents are intended to provide a general definition of the s; '�.;
requirements for the pro)ect and standards for material and workmanship
which the Contractor is expected to meet. Drawings and Speciflcations -
' shouid not be considered complete and the Contractor is expected to verify ;;,��;.
" and expand on the information contained herein during construction of the
project 7he County assumes no responsibility for the accuracy and
completeness of the preliminary design information contained herein. -
Five IS)copies of the Contract Documents will be furnished to the Contractor
upon request,and any additional copies which the Contractor may request `
will be furnished at the cost of reproduction. In addition, one full scale �
�,= 1 reproducible copy of each Contract Drawing will be furnished to the
�i Contractor without charge. These Contract Documents are to be used only in '
i connection with the Work specified herein and, with the exception of the �
j signed Contract set,are to be returned at the compledon of the Contract �
In case of conflict between the Drawings and Specifications, the �j�
Specificat(ons will govern. In case of conflict between the Invitation For �d
� Proposals and Technical Specifications, the Technfpl Specffications shall �
govern. Figure dimensions on Drawings will govern over general Drawings.
i
� Any discrepancies found between the Drawings and specifications and site
� conditions or any inconsistencies or ambigu(ties in the Drawings or
. j Speciftcations shall be immediately reported in writing to the County
Representative who will resolve such inconsistencies or ambigutties. Work
� done by the Contractor after his discovery of such discrepancies,
- inconsistencies,or ambiguities shall be done at the Contractor's risk.
i
i 2) The Contractor may be furnished additional instructions by the County
� Representative,as necessary to carry out the Work requiretl by the Contract
; Documents. All additional instructions shall be issued to the Contractor by
� the County or the authorized agent of the County or by the County
Representatfve.
� The additional instructions thus supplied will become a part of the Contract
Documents. The Contractor shali carry out the Work in accordance with the �
� � additional instructions.
. �
� 3) The Contractor shall pay all applicabie royalties and license fees. He shall �
' defend all suitr or claims for infringement of any patent rights,and save the •
CountV harmless from loss an account thereof.
4) The Contractor shall be responsible for all the Work under this Contract until �
completion and final acceptance thereof,except that the Contractor will not
' be responsible for the damages or losses of any nature and from whatever �h.
cause that may occur to the Work that are caused by excepted risks;which -
are war hostilities (whether declared or not�, invastons, usurpation of the ���--
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natlonal power, civil wars, revolutions, (nsurrecdons or commotion's, •` �'
dtsorders or tumults foretgn to the persons who are under the control of the '
contractor. " �'
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The Contractor shall supenr(se and direct the Work. He shall be solelY �`,' � �
responsible for the means,methods,techniques,sequences and procedures � -
of desfgn and construct(on. The Contractor shali employ and maintain on the �
Work a quatlfied supervisor or superintendent who shail have been
designated in writing by tf�e Contractor as the Contractor's representative at -
the stte. The supervisor shau have full authoritv to act on behalf of the ;j ':? -
Contractor and all communiptions given to the supervisor will be as binding �
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as if given to the Contractor. The supervisor shall be present on the site at all r
times as required to perform adequate supervision and coordination of the � �``
E_
Work. s.: .
The Contractor sha11 emploY on the Work only such persons who are
competent and skilled in their as5ignments_ Any employee who obstructs the > `
progress of the Work through incompetence or other means or conducts ,
himself tmproperly shall ne discharged or removed from the Work. '
(
All equipment used on the Work shall be of sucn type,size and amount,and
in such mecnanical condition as to meet the requirements of the WorK and �r;,x
produce a satisfactory quality of Work. The Contractor shall replace `�
unsatisfactory equipment and furnish additional equipment.
Upon completion and before final acceptance of the WorK, the Contractor
shall remove from the site of the WorK all machinery, equfpment, surplus
� materials,rubbish,barricades,signs and temporary structures and sha111eave
j the premises in a condition whfch complies with the requirements of the
; 5pecifications. -
I
i The Contractor shall keep one record set of the construction plans and
� specifications,annotated to show ali changes made during construction.
7he Contractor shall be respons(ble for the acts and omissions of ail of his
i employees and all subcontractors,tneir agents and employees and ali other �
+ persons performing any of the Work under a contract with the Contractor.
5) The County may at any time, as the need arises, order changes within the
i scope of the WQrk without invalfdating tf�e Agreement. If such changes
� increase or decrease the amount due under the Contract Documents, or in
i the tfine required for performance of the Work,an equ(table adlusYment will
be authorized by Change Order as required ln the CHANGE ORDER section of
� ! these Contract Documents.
�
: 6) The date of beginning and the time for completion of the Work are essential
conditions of tne Contract Documents and the WorK embraced shall be •
commenced on a date specifted in the Notice to Proceed.
If the Contractor sha11 fail to complete tne Work within the Contract Time,or
extension of time granted by the County, then the Contractof'shall pay to
the Owner the amount of ifquidated damages and not as penalty as specifled r .
in the Proposal for each calendar day that the Contractor shall be in default ?�
after the time stipulated in the Contract Documents. �f--
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Tfte County will charge the Contractor for all engineering and inspection rj, .,
expenses incurred by the County in connection with any Work accomplished :�
after the specifled completion date. ' �
�'��'.��:�'
The Contractor will not be charged with liquidated damages or any excess ,
cost when the delay in completfon of the Work is due to the foliowing,and ��."�. �,,
the Contractor has promptly given Written Notice of such delay to the -
county: "�.,
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al To anV preference, priority or allocation order duly issued by the ��:-.�.�`�
County.
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b) To unforeseeable causes beyond the control and without the fault or � `� '
w.:.
negligence of the Contractor, including but not restricted to, acts of �
Gotl, or of the public enemy, acts of the County, acts of another � ,
Contractor in the pefformance of a Contract with the Owner, fires,
, , floods, epidemics, quarantine restrictions, strikes, freight embargoes, ��.
and abnormal and unforeseeable weather. �
r
c) To any delays of subcontractors occasioned by any of the causes s +
specified in any section of these Contract Documents. �'r
7) Durfng the life of the Contract and for a period of 365 days after final 1!'}�i�
; acceptance, the Contractor shall promptly remove from the premises all ,i�
work rejected by the owner for faflure to comply with the Contract .,�
i Documents and approved construction plans and specifications, whether
' incorporated in the construction or not,and the Contractor shall promptly
i replace and re-execute the Wor1c in accordance with the Contract Documents
and approved construction plans and specifications and without expense to
- the County and shall bear the expense of making good all Work of other
i Contractors destroyed or damaged by such removal or replacement The
, j County,however,may at its discretion elect to accept an equftable reduction
In price or a refund instead of correction of the condemned work.
All removal and replacement Work shall be done at the Contractor's expense. �'
If the Contractor does not take action to remove such rejected Work within
i ten (10) days after receipt of Written Notice, the County may remove such
Work and store the materials all at the expense of the Contractor.
8) The Contractor shall promptly, and before such conditions are disturbed, �
' except in the event of an emergency,notify the County by Written Notice of:
' a1 Physical,fncluding subsurface,conditions at the site differfng materialiy I
, from those indicated in the Contract Documents;or fi
' b) Unknown physical c�ndit(ons at the site, of unusual nature, differing "
materiaily from those ordinarily encounteretl and generally recognized
' as inherent in the Work of the character provided for in the Contract
Documents.
The County will promptly investigate the condttions and if he finds that such �,
conditions do so materially differ and cause an increase or decrease fn the ,
cost of,or in the time requfred for,performance of the Wor'k, an equitabfe ` �~'-
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' adjustment will be made and the Contract Documents will be modified by a
Change Order. Any claim of the Contractor for ad]ustment hereunder will not
be allowed unless he has glven tne required Written Notice; provided that ti�
the County may,if it determines the facts so justify,consider and ad)ust any
such claims asserted before the date of final paYment , ��
9l Ttte County for its convenience may suspend the Contract(n whole or'(n part �,
any time by written or telegraphlc notice Co the Contractor. Such notice shall
state the extent and the effective date of such suspension, and on the •
effective date thereof the Contractor shali promptly suspend such worK to
the extent specified,and during the period of such suspension shall properly
care for and protect ali work and materials,housing and equipment on hand
for construction under the Contract. rne Contractor also shall promptly
� supply to the CountV copfes of all out5tand"fng orders for materia{s,
equfpment and services,and shail take such action relative to such orders as
may be directed by the County. lf the performance of the Work is thus
' suspended, the Contractor shall be entitled to be reimbursed for all
. � additional expense incurred by reason of such suspension as agreed upon by
� .' ! contractor and county.
� ;
' ' While time is of the essence of the Contract, the time during which the
} � Contractor is actually delayed in tt�e pefformance of WorK hereunder by the
acts af omission or commission of the County or of their employees or
. agents,or by the acts of God,oc bY�e elements which tt►e Contractor could
� not reasonably foresee and provide against, or bV other causes beyond the
! � Contractor's reasonable control, inciuding without limitation, strikes,
, boycotts,or like obstructive action by employees or labor organizations,may
, � be added to the aforesaid time of completion of said Work under the
foliowing circumstances;no extension of time shall be considered unless the
� contractor gives prompt written notice to the county of the event causing k
E ; such delay and the probable duration thefeof, together with essential
; � supporting data. The County shail review the data so submitted and shall
j i taKe into account such informatfon as is within the knowledge of the
� County's representatives, if approved by Che County,a written extension of
' � time for completing the Work shall be granted for the period reasonabry
i 1 justified and not otherwise. Tt�e contractor shall not be entitled to,and does
: ! hereby waive any and all damages which it may suffer by reason of the
z i owner hindering or defaying the Contractor in the progress of the WorK or
t ! any portfon hereof.
;
t ' 10) The Contractor,within ten(10)days after the receipt of the Notice of Award,
� ; shall furnish the Owner wfth a Pertormance eond(n penal sums equal to the
amount oF the Contcact Price, conditioned upon the performance by the
i ' Contractor of all undertakings,covenants,terms,conditions and agreements
s of the Contract Documents, and upon the prompt payment by the
� Contractor to all persons supplying labor and materials in the prosecution of
� the Work provided by the Contract Documents. such Bonds shall be executed
' by the Contractor and a corporate bonding company licensed to transact
such business in the sCate in which the WorK is to be performed and named
on the current {Ist or "surety Companies Acceptabfe on Federal Bonds" as
publtshed in the Treasury�epartment Circular Number 570. The expense of
these Bonds shall be borne by the Contractor. If at any time a surety on any `
such Bond is declared a bankrupt or Ioses its right to do business in the state -
in which the Work is to be performed or is removed from the list of Surety ��'-
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� Companies accepted on Federal Bonds, the Contractor,within ten (10) days •'��°
after.notice from the County to do so,shall substitute an acceptable eond in �
such form and sum and sfgned by such other surety or sureties as may be " �1
sat(sfactory to the County. The premiums on such Bond shall be pafd by the � ~�
Contractor. No further payments will be deemed tlue nor shall be made until i',`.".;
the new surety or suretfes shall have furnished an acceptabie Bond to the � -
county. �` �•
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111 The Contract shali not be assigned,sublet or transferred in whole or in part
by the Contractor, nor shall the Contractor assign any moneys due or to _q.�`:��. -
become due without prior written consent of the County, and any ` `
attempted assignment hereunder without the prev(ous written consent of .'�r�
the County shall be vofd.
17J The County reserves the right to perform,or have performed, in and about �z`, :
the Work during the time when the Contractor (s performing its work
hereunder such other work as the County may desire and the Contractor shall � ''
. . make all reasonable effort to perform its work hereunder in such manner as ��=
"-� will enable such other work to be performed without hindrance from tne ° �
Contractor and will make no claim for damage against the County arising out j:. '
of such other work or(nterference therefrom. r;':�
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13) The Contractor may utilize the services of speciaity subcontractors on those
parts of the Work which,under normal contracting practices,are pefformed �,n
by specialty subcontractors. This shall include tfie services performed by the .�
_ Design Engineer,if the Design Engineer is a separate organization. ,.�
Before execut(on of the Contract,the Contractor shall submit the names of all
subcontractors to the County. 'r
. i The Contractor shall be fully responsible to the County for the acts and
, omissions of h(s subcontractors,and of persons either directly or indirectly
� employed by them, as he ts for the actr and omissions of persons directly
employed by him.
The Contractor shalt cause approprfate provisions to be inserted in ail
subcontracts relative to the Work to bind subcontractors to the Contractor
� by the terms of the Contract Documents insofar as applfcable to the Work of �.
! subcontractors and to give the Contractor the same power as regards
terminating any subcontract that the County may exercise over the
_ , Contractor under any provtsion of the Contract Documents. ;
Nothing contained (n thts Contract will create any contractual relation �
between any subcontractor and the owner.
14) The County Representative is: ��.
Temple Glassier,Project Manager
530 East Main St.,3rd Floor
Aspen,CO 81611
(3031920-521'I � �
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Nothing contained w(thfn the Conttact Docume�ts shall create any
� contractual relat(onsh(p between the County Repcesentative and the .
Contractor. � '*��
Tne County Representative shall interpret the intent of the Contract ' • '•.
Documents in a fair and unbiased manner and shall promptlV notlfy the a -
Contractor of any Work,be it design or construction related,which does not
conform to tne Contract Documents. ,
J_'.��'.�'
The County Representative shall at all times have access to the Work wherever � '- ,
(t is in preparation and progress. Wtien directed bV the County, the �'.r� �
Contractor shail provide facilities for such access so the County G:;� :
� Representative maV perform hfs functions under the Contract Documents. � �.
4_
The County RepresenCaGve will have authority to reject work which does not �
i conform to the Contract Documents whenever,in his opinion,fle cons(ders it � �-
' necessary or advisable for the implementation of the intent of the Contract.
15) The Contractor shall guarantee all materfals and equfpment fumished and �T' -
�:- � Work performed foc a period of one c1l calendar year from the date of finat �'
acceptance of the work,that the Work is free from all defects due to faulty �;,fr
materials or free from all defects due to faulty materials or workmanship and �
that the Contractor shall promptly make such corrections as maY be necess• � �
ary by reason of such dePects, including the repairs of any damage to other ��
parts of the system resulting form such defects. The County will give natice '�'
of observed defects with reasonable promptness.ln the event that the
Contractor should fa(I to make such repalrs,adjustments,or other Work that '
� may be made necessary by such defects,the County may do so and charge a
the Contractor the cost thereby incurred. The Pefformance Bond shall
remain in full force and effect through the guarantee period.
Whenever in the Speciftcations a guarantee or mafntenance bond is required
to be fum(shed for any item of equipment,material or portion of the Work,
, such guarantee shall be submitted to the County antl a written approval wfll
' be issued to the Contractor before any such equipment, material or
� construction is ordered and incorporated fn the Work by the Contractor.
� 16) All cla(ms,disputes,and other matters in question arising out of,or relating �
I to, the Contract Documents or the breach thereof wilf be decided by
i arbitration in accordance with the Construction Industry Arbitration Rules of
the American Arbitration Association. This agreement to arbltration will be
i specificaliy enforceable under the prevailing arbitration law. The award
rendered bY the arbitrators will be f(nal,and judgment may be entered upon '�
j iC in anY court havtng jurisdiction thereof. j
Nottce of the demand for arb(tration witi be fited in writing with the other . � .
party to the Contractor pocuments and with the American Arbitration
Association,and one copy will be flled with the Owner and one copy with the
Engfneer.Demand for arbitration will in not event @e made after instiCUtion
' of legal or equitable proceedings based on any claim,dispute or ather matter �
in question which would be barred by the applicable statute of limitations. �:�i .
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• 4 The Contractor shafl carry on the Work and maintatn the progress schedule -
i du�ing anV arbitratton proceedings, un4ess otherwise mutuaily agreed Co in -
' writing.
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i 1� In the event of failure of the Contractor at any time to perform the WorK
i either in whole or part according to tJ�e terms hereof,and/or in the event of
� defective workmanship,and/or matertals furnished by the Contractor as may �".�•: �.
be determined by the inspectfon of the County,then the County at any time K'
may,at its discretion,require tl�e Contractor to remedy such faflure or defecC �= ��''`
at such time as may be speciFled by the County at no expense to Che latter,or E��_. '
may undertake to remedy such failure to defect and deduct from any "� ��
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payments due,or to become due,to the Contractor,the cost thereof,or maV �";:;,
terminate the Contract and/or complete the same and deduct from sums due -��-::
or to become due to the Contractor,or recoverfrom the Contractor costs of ���' �
completion or correction pius damages due to the Contractor's failure to . '� Y
pefform. 4
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' SUPPLEMENTARY CONDITIONS �'kt
1f The Contractor agrees to supply at the location where the work is to be •
performed at no charge,other than the compensation provided on the face ��
of the Contract,everything necessary for the complete performance of the ''.;'
Contract, including all Iabor, impiements, toots, equipment, machinery and ' -
materials. '
Should the Contractor at any time during the performance of the Contract
be delayed in the performance of the work hereunder by reason of lack of
mater(als or equipment to be fumished by the Contractor, the County '
reserves the right to supply such materials or equfpment to the Contractor, �"
at the CountV's cost, and the cost of such materials or equipment shali be
deducted from the amounts becoming due to the Contractor hereunder. . •
21 The Contractor agrees to designate, appoint and matntain a competent
Superintendent who,on behalf of the Contractor shatl have complete charge
� of all work under the Contract. The Contractor shall promptry advise the
�-: ' i ; CountY in writing,giving the name,address and telephone number(day and
' � i nightl of such designated Superintendent and of any changes from time to
' ! time in such superintendent
1 '
3) Aii elevations indicated or specified refer to U.S.G.S. Datum Ptane.
I
4) It shall be distinctly understood by the Contractor that the Contract is made �
f ! for the consideration set forth on the face of the Contract and that the
Contractor shall have by careful examfnation satisfied himself as to the nature
� and location of the work to be perFormed,the conformatlon of the ground,
the character or equlpment and facilities needed preliminary to and during
i the prosecution of the work,the general and locat conditions,and as to any
. E ; and aU other matters and cond(tions which can in any way affect the w�rk �`
_ ; under this Contract No verbal agreement or conversation with any officer,
agent or employee of the County,either before or after the executlon of the �
j � Contract, shall affect or modify any of the terms or obligations herein !
� � contained. i
�
� i 51 ey their signatures on the Contract, Contractor and County mutually agree i
; ; that no payment or issuance of a certificate of partial completion made ;
t � under the Contract shaU be evidence of the performance of the Contract, :
? i either wholty or in part,and that no payment or issuance of a certificate of j
! ! partial compietion shall be construed to be an acceptance of defective or
L �� fmproper materials.
� ' 6) The Contractor hereby agrees to pay to the CountY all attorney's fees in all
;, I coart actions brought by efYher of them agalnst the other or in which they
are both plaintiffs or defendants, antl also in court actfons involving
' offsetting ctaims between Contractor and County, because of any doubts, •
` disputes or actions arising out of th(s Contract,except in the follow(ng cases:
�
a) When the Contractor obtains a favorabie net judgment against the
County after conslderation of claims and offsets of the County which `
are allowed by the court aga(nst the Contractor, for breach of the ;
contract. ` '
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� b) When the County is denied a favorable judgment by a court in any suit �� '�
against the Contractor which may be brought by the County.
.� �3
71 The County may require the removal or discharge of any person employed in �`'
or about the facflities of the County if ft determines that the employment of ��' .
j such person is qetrimental to the performance of the work under the . �
Contract, or if, in the Owner's opinfon, the employee is not qualified to e`; ,•
perForm Che work assigned him or is guilty of improper conduct.
' 8) All notices required or permitted to be given under this Contract may be �:`+'� `
� given by either parLy to the other by depositing same In the Unit States Ma(1, ��.:,;. �
; certified mail with return receipt requested, enclosed in a sealed envelope �_;�,:
' with first class postage thereon,fully prepaid,or by telegram,either of wh(ch F.: :,.-.
I shall be addressed ta the respective parties at the addresses shown in the �'. � ' �
i Contract. The adtlress of either party may be changed at any time by written �z; `
! notfce to the other of such chan9e. Any notice in the form of a letter �`
' deposited by either parLy shall be deemed to have been given and received � f
. .:� by the other party within twenty-four(24)hours after mailing as aforesaid. E`'
':-- � Any notice given by telegraph addressed as above provided,shall be deemed
to have been given and tlefivered within tweive(121 hours after the message ��:
is submitted to the telegraph company. !i'':
� wy�
+ �k.
9) The Contract,together with the other documents referred to therein,shall
� constitute the entire agreement between the parties and shall supersede all �
prior ne9otiations,proposals,and purchase orders,whether written or oral. !
• i
� 1o) The Contractor understands that the pubiic nature of the building may �
require the County, through order of the District Judge, to delay or �
� temporarily postpone continuance of the work at any time. The Contractor
agrees not to fncrease the cost of the work for said delays. The County
agrees to extend the CoNTRACT TIME,if requestetl by the Contractor,because
of arty stop in work brought about by the District Judge's order.
�
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,. � v.Required Clauses
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' REQUIRED CLAUSES ' `- '.
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The Contractor shatt be subject to the following provisfons: : :�y
1. �Oh"PLIAhGE l^�ITH PROGUREMENT CODE AND APPLIGABLE STATE CONTRACTING LQW
A. 7he Contractor acknowledges that this Agreement is entered into subject to the ,
requirements of the"Pitkin County Procurement Code,' (secGon 8.5 of the Pitkin
County Home Rule Charter, Resolution No.8237, Aprtl 12, 1982). As such, the _ �
Contractor agrees to comply with all requirements of said Procurement Code,and x ''� '
such requirements are incorporated herein by th(s reference. 7he Contractor also :;:Y;
acknowledges that this Agreement is subJect to applicable state contracting law
including, without limitation, C.R.S.Sections 38-26-101 gt S�g., 24-92-101 gt 5�g.,
43-2-101 g�Sgg.,43-2-201 gt Sgg. ` ' �
B. The Contractor shalt immediately notify the County Manager in writing of any
violation of said Code or statutes by the County's employees or agents, which
vfolation(s)is known or should have been known by him,and failure to so notify
:..; : the County of any violatfonts)wfthin flve c5)days of knowledge of such violations
shall be cons(dered 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 '
knowiedge 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 S`r
Procurement coae or statutes. ('�!
'A,
2. �^lARRAI�TIES AGAI{�� GORTINGERT FEES CRATUITIES KICKBAGKS AND GONFCICT OF
. 1MT.EBESI
' A. Covenant Against Contin9ent 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 sell(ng agencies matntained by the Contractor for the purpose of
securing business.
e. Gratuities Prohibited. The Contractor agrees not to give any employee or former
employee of Pttk(n CountV 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
specifiqtion 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, �i
i � pertafnfng to this Contract or Subcontract, or to any solicitation or proposal ��
' therefor. '
� C. �itY means a payment,loan,subscription,advance deposit of money,services,
or anything of more than nominai value,present or promised,unless consideration � �
of substantially equal or greater value is received. (
t�.
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 associ- a_ `
ated 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 ��--
1
� .'.
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this Contract to give up any part of the compensation to wh(ch he/she is otherwise _�
entitled. The Contractor shall compiy with all applicable local, state antl federal
°anti-kickback"statutes or regulations. - �
`'':
E. Prohib[ted Conflict of Interest No official,officer,employee or representative of , -
the County during the term of this Cantract or one c11 Year thereafter shall have '- �
any interest, dlrect or indirect, in this Contract or the proceetls tnereof. t. �.
(Additional restrictions on present and former employees of CountV are found in
Article 7 of the Procurement Code?. 's
F. sub-contract Clause. The prohtbftions against contingent fees,gratuities,kickbacks � ,+�.
' antl conflict of interest prescribed in this Contract shall be made a condition of `?'� �
conspicuously set forth in every sub-contract and solicitation therefor.
G. c'onanicuouslv 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. Remedles. In addition to other remedies it may have for breach of the ,�
prohibitions against contfngent fees,gratuities,kicKbacks and conflict of interest,
! the County shall have the right to: '
�
I (1)Terminate this Contract without Ifability by the CountY; �
(2) Debar or suspend the offending parties from being a contractor or sub- ��
contractor under County contracts; �r
c3) Deduct from the contract price or consideration,or otherwtse recover, the �
E value of anYthing transferred or receivetl by the Contractor;and
� (41 Recover such value from the other offending parties.
�� nnrn nvnn�nrr neenor�inurv nntn nrcnn\mti7nf F�l/II�It�nRITYI�elOMEN RUSWESS
3. F� .,
� Ft�rrcRPRISES(DBE/MBE/wBEI
. t;
:� A. In connection with the execution and administration of this Contract, and any ��
' subcontracts,the Contractor shall not discriminate against any employee or appli-
- �; cant for employment because of race, religion, color, sex, national origin, age,
:;� handicap or status as a veteran. Affirmative action to prevent such discriminaYfon
;; shall Include, without limitation,employment, upgrading, demotion or ter-
!i mination,rates of paV,or other forms of compensation,and selection for training,
��' tncluding apprenticeshfp.
�
'� B. In connection wfth 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 i
enterprises and will use its best efforts to ensure that such business enterprises
• ► shall have the maximum practicable opportunitY to compete for employment
s and/or subcontract work,if any,under thfs Contract.
;
C. The Contractor wi{(furnish alf necessary information and reports and wili permit . •
' access to (ts books, records, and accounts by Pitkin County for purpose of
investigation to ascertain compliance with the nondiscrimfnatioNaffirmatfve �
action provis(ons of any resultant contract.
I
D. 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 utilizatfon of disadvantaged persons, m+norities and women by job 4� ��_
!
;
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• category within its organization. Where the Contractor has fifty c501 or more ' � �-1
employees or it fs participating tn contracts wIth the County whtch exceed Fifty- �.� -�,,
Thousand 1S50,000.001 Dollars,an Affirmative Action Ptan must be submitted to the �.�
County when requested by the County Attorney's Office withfn ten t1o)days after �
selectio�. '�`�.
E. Noncompliance. In the event of tJie Contractor's noncompliance with the i:�`; ,.
nondiscrimination/affirmative action provisions of any resultant contract, Pitkln
County shatl impose such contract sanctions as it may determine to be appropriate, �� �
including,but not Ilmfted to: 4�'�' `
{.�s�,..::.
- (11 Withholding of payments under the Contract untfl the Contractor
complies,and/or �"'
� ;,� .
(21 Cancellation,termination,or suspension of the Contract,in whole or �.; •
in part. f;,. :
4. gRMIhATIOh FOR DEFAULT OR FOR CONVENIENGE OF COUNTY �'7
n
A. The performance of work under the Contract may be terminated by the County: f•;_
€ .�
(1) Whenever the Contractor shall default in performance of this Contract in A°".f
accordance with its terms,and fails to cure or show cause why such failure to Y r
perform shouid be excused within ten t�ol days(or longer as the County may • '?'
allow or shorter,but not less than three(31 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 mafled,said •�
. notice shall be sent by certified mail,return receipt requested,to the address ;j
speciffed herefn for the Contractor.
The Contractor shall not be in default bV reasons of any failure in
perFormance of this Contract in accordance with its terms if such fallure
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 _
negiigence of the Contractor. Upon request of tne Contractor, the County
shall ascertatn the facts and faiiure,and, if the County shall determine that �
any failure to pefform constituted a valid commercial excuse, the
, pefformance shall be revised accordingly and notice of default withdrawn;or
- (21 Whenever for any reason and in fts sole discretion the County shall determine
that such termination is in its best interest and convenien� �I
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, i .
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(3l business days. The notice of termfnation shall
be sent regular ffrst-class mail to the address of the Contractor herein provided. i �
��1 •
C. Termination Procedure. After the effective date of the notice of termination for _,,.
default or for the conventence of the County, unless otherwise directed by the � , -
County,the Contractor shail: � �
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(1) Stop.work under the Contract on the tlate specified (n the notice of , _,.
termination, :. :�,
(2) Place no further orders for materials,services or facifities. ' '.�;
l3) 7erminate all orders antl subcontractors to the extent that they relate to the t � ,
performance of work terminated by the notice of termination. ; ��
, (41 With the approval or rattfication of the County, settie all outstanding `V`"� '"
liabttities and all ctaims arising out of such termination on orders or ,�;��?�
subcontracts,the cost of which would be compensabie 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 hls termina-
tlon claim in the form of a final invoice in accordanCe with the prov(sions in `
"Method of Payment," inclutling costs incurred to the date of termination, and �F
� .: � ! costs incurred because of termination,which termination costs shall not exceed
i 10°� of the total amount of proposal; providetl, however, that in the event of
' defautt by the Contractor,no extra costs incurred because of termination shall be �i
{ paid to the Contractor and any costs paid shall not be a waiver of any claim, �r
. counterclafm or set-off by the County against the Contractor on account of any "r
defauit Such clairn must be submitted promptly,but in no event later than thirty <<
(30)days from the effective date of termination,untess one or more extensions are
E granted(n writfng 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.
. t
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. Remedfes. The Contractor shall have the right of appeal from any determination
; made by the County under "Termination for Defautt or for Convenience of
; County;"except that if the Contractor has failed to submit his ciaim within the time
; provided in Paragraph 4.D.,above,and has failed to properly request extension,he
i' 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 i:
: shall pay the Contractor:(1)the amount the County has determined if there is no
_' . right to appeal or if no ttmely appeai has been taken, or c2) the amount finalry �'
� determined on such appeat if an appeal has been taken.
f� E
�; G. Method of Appeal. If the Contractor disagrees with the Counly'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 l20) days of receipt in writing of the �
County's determination. The County shall have twenty (20l days in which to
respond in writing to the appeal. The County's �esponse shall be final and
conclusive unless within thirty(1�days from the date of recefpt of such response
the Contractor submits the dispute to a court of competent jurisdiction. �
( ..
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5. METHOD OF PAYMENT ,---
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A, once each four c4) weeks, or whenever convenient to both the County and the •' "'
Contractor or as oYherwise provideq in the contract documents, the Contractor y'
shall submit to the County an Application For Payment for percentage of work �`-t`" `��
compieted. '�
;• 1 .�•
e. After receipt and approval of charges, the County shali make payment thereon " •
wlthln thirly 115)days of receipt of said charges to the Contractor. ' ` '
! ` ,
C. Prior to a final payment under this Contract, the Contractor shall execute and • -
deitver. �'`
.:d;::::
(1) An assignment to the County of refunds,rebates,credits or other amounts,
'::::,:::x:?:.
including the interest thereon, properly allocable to cost for which the ��' �(
: Contractor has been re(mbursed by the County under this Contract; '�.: .
Y .
(2) A release or watver discharging the County for all liabilities,obligations and :r:
cla(ms arising out of or under this Contract on behalf of the Contractor(and `'` `
his sucCessors and assignsl and of all subcontractors and suppliers, and an �'��� �
' �� indemnity protecGng the County against any such liabilit(es,obligations and - .s, ,z
claims; :1:
(31 An assignment to the County for atl warranties for protlucts and operations ��:t.
provided under this Agreement;and
, �.��
i (4) A warranty from the Contractor in a form agreeabie to the parties,but with a � ,�:
; warranty period of not less than one(9l year. , .j
�' r
' (5) Notice of Advertisement,pursuant to C.R.S.Sectfon 38-26-907,if applicable,or `�
� other appllcable regulation or contract proviston. si
!
; 6. INTEGRATI0111 AND MODIFICATION �$
i
? A. T'his Contract constitutes the fuil and complete agreement of the parties and
� supersedes or incorporates eny prior written and oral agreements of the parties.
� In addition,the Contractor understands that no County official or employee,other
i than the Board of County commissioners acting as a body at a Board meeting,has
� authorlty to enter into a contract or to modify the terms of this contract on beha(f
; of the County. Any such contract or modification to this contract must be in ��" �
writing and be executed by the parties hereto.
; , B. wth respect to change orders under the Contract,the County and the Contractor
shall process and approveldisapprove requests for change orders as otherwise
provided in this Contract,subject to the requirements of the Procurement Cocte
and the Finance offlce.
�
7. INDEMNI7Y/IRSURARCE t�
A. The Contractor tincluding, by definition here and hereinafter, its officiais, ' ",�
employees, agents and representatives, subcontractors and suppliersl, shali and -
hereby does release,discharge,indemnify and hold harmless the CountV of Pitkin
and its ofPicials, employees, agents and representatives from and against liability � �
for any ctaim, demand, loss, damages, penalty, jutlgment, expenses, costs (in• ���1 �
cluding costs of investigation and defensel,fees tinctuding reasonable attorney and " �
expert witness fees) or compensation in any form or kind whatsoever for any � � --
,: i
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• 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 Ilability alleged to accrue against the County ��
on account of the Contractor's acts, errors or omissions; provided, however,that
such indemnity shali not be construed as an indemnity for bodily injury or .'_
property damage arising from the sole negligence of the County or its employees.
e. The Contractor further shall investigate, process, respond to, adjust, provide
defense for and defend, pay or settle ail ciaims, 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(s groundless,false or fraudulent. ���`
- :.�:
C. To fund this indemnity,in whole or in part,the Contractor shall secure and main- 'i;-,: .
tain for the term of Its contractual relationship with the County such insurance
polic(es,from companfes licensed in the State of Colorado,as will protect itself,the '
CountV(with County maned as additional insured0 and others as specified, from �,
ciaims for bodily injuries, death, personal injury or properly damage, which may
arise out of or result from the Contractor�s acts,errors or omtssions. The foliowing �
,...: " ` � insurance coverage,at or above the limits indicated and induding such endorse- -
j ments as are indicated by an"X",are required:
' (1) Statutory Workman's Compensation: Colorado stat�torv minim�ms �.
�
(y Commercial General Liability: '
Bodily InJury/PropertY Damage �.000.000
�
• � Endorsements ccheck as appropriate):
� �COmprehensive Form lAll risksl
�Premises/OperaUons
� _Untlerground,Explosion&
! Collapse Hazard
�Products/COmpleted Operations
' �Broad Form Blanket Contractual
� (HOId Harmless Coveragel
� � �.Independent Contractors
i and Subcontractors
�Broad Form Propertlr Damage
F �Personai Injury,with Employment
( ExClusion Deleted
� (3)Comprehensive Motor Vehicle Liability Insurance:
� Bodily InJury/Properly Damage �,000�40
Endorsements(check as approprfate):
, � �.Any Auto
� �All Owned Autos
i �Hired Autos .
� �NOn-Owned Autos
� _Garage Liability
i (4)Special Coverage's(check as appropriatel:
_(1)Performance Bond and
Labor and Material
Payment eond ' -
_(2)Professional Errors and Omissions �
i
� : :
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Insurance: '� `-
Each Occurcence �, .�-,
Aggregate , �,�
_(3)Alrcraft Liability "'�
cowned,non-owned '�� ,:�:
and hiredl '.
_(4)Owner's Protective
Liability Policy
�(5)Builder's Risk amount of nroiect `�`
_(61 Boiler and Machinery L'f `�':� `
_lT Loss of Use Insurance ��::� `•
t 'r
D. To provide evidence of the required insurance coverage's,copies of Certificates of �:'~ .. `
Insurance in a form acceptable to the County shall be ffled with the County ��; . �
(through the Project Managerl no later than ten(1rn calendar days prior to com- �
mencement of operat(ons affecting the County. Failure to file or maintain accept- � ,.
able Certiflcates of Insurance wtth the County is agreed to be a material breach of
any contract and grounds for rescisslon or terminatfon. These Certificates of ��:
Insurance shall contafn a provision that coverage afforded under the policies will k�
'-� not be canceled or materially altered unless at least thirty c3o)calendar days prior i
whtten notice by certified matl, return receipt requested ceffective upon proper � '
mailingl,has been sent to the County tthrough the Project Manager). (FOr purposes �'°"r
of this prov(sion,"materiatiy altered"shall mean a change affecting the coverage's ;r
required herein, including a change to policy limits as set out in the then•current �:�'�
policy declarations page). ��
�
. S(multaneously with the Certiftcates of Insurance,the Contractor shall file with the ��
County (and promptly update, as necessaryl a certified statement as to claims
pending against the required coverage's, resen�es established on account of such °�
claims,defense costs expended and amounts remaining on policy Itmits. ,
E. In addition,these Certificates of Insurance shali contain the following clauses:
� (1) The clause "other insurance provisions," in a policy in which the County of
� P(tkin holds a Certificate,shali not apply to the County of Pitkin.
c7� The insurance companles 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 deductibies 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 operatfons shall be:"all operations and locations at wh(ch work �I
for the referenced Prolect is being done."
• . F. Certificates of Insurance for all renewai policies shall be deliveretl to the Prolect
Manager at least fifteen 1151 days prior to a policy's expiratfon date except for any
policy expiring on the expiration date of this Agreement or thereafter. y"
g, FXFnnpTIOhS AND PREFERENCES ���1'
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A. All purchases of construction or building 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 s8-02624 and 8a-
78000-5K. J , ��
B. Pursuant to state statute and to the extent permitted by law,Colorado labor shall '�' . _
be employed to pefform the worK to the extent of not less than eighty percent
cs0%)of each type or class of labor employed on such project;except for hfghway j:�`: ,,
construction, which is subject to C.R.S. 43-2-208, whtch provides that all laborers
shall be�fLd� residents of Colorado with a preference to residents of the - '
County where the work is pertormed.
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C. Preference is given, to the extent permitted by law, to: materials, supplies and � Y `
provtsions produced, manufactured or grown in Colorado, quality being at least k��^ ,
equal to materials, supplies and provisions from outside the state; and to local �
(ROaring Fork Vaileyl services and labor of quality at least equal to non-local services
and labor. �
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9. RECORDS
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The Contractor shall maintain comprehensive,complete and accurate books, records,and
documents concerning its performance relating to this ProJect for a period of three (3l '
years after final payment on the Project and the County shalt have the right within the ''f'
three-year period to(nspect and audit these books,records and documents,upon demand, � : ,;
' in a reasonable manner and at reasonable tlmes, for the purpose of determiNng, by '?'
� accepted accounting and auditing standards,compliance with all provisions of the Contract ��j
,! and applicable law. i�
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I 10. ANNUAL APPROPRIATIONS
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` If the contract awarded as a result of a bid extends beyond the calendar year, nothing
herein shall be construed as an obligation by the County beyond any amounts that may be,
from time to time,appropriated by the County on an annual basis. It is understood that {
� payment under any contract is conditfonal upon annual appropriation of funds by said
governing body and that before providing services,the Contractor, (f he so requests,will
be advlsed as to the status of funds appropriated for services or materials and shall not be
obligated to provide services or materials for which funds have not been appropriated.
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11. S���!'FSSORS 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 shail have the right to assign or transfer its interest or obligations hereunder ��
� wlthout the written consent of the other party,which consent shall not be unreasonably �
� withheld. �'
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� 12. THIRD PARTIES `R
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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 �.t; ,
or to bring any suit,action or other proceedfng against either the County or Contractor :i?'
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because of any breach hereof or because of any of the terms,covenants,agreements or -
conditlons herein contained. s -�, ,
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13. AGREEMENT MADE IN COLORADO +.�7•'...
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The parties agree that thls Agreement was made in accordance wfth the laws of the State r •• ���
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of Colorado and shall be so construed. Venue is agreed to be exclusively in the courls of fi�,��. . ;..
Pitkin County,Colorada '3:.. �: ',•
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14. ATTORNEY'S FEES �'' :-:;.
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In the event that legai action is necessary to enforce any of the provisio�s of this `�;���
Agreement,the prevailing party shall be entltied to its costs and reasonable attorney's fees. r,.> .
15. NOTICES �:
Unless otherwise provided in the Contract Documents, all notfces under the Agreement "t
shall be sent certified mail,return receipt requested,and shall be effectfve upon receipt or ���
- �'� three(3)bustness days after mailing,whichever is Flrst. •z
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