HomeMy WebLinkAboutbocc.con.028.2002 CHECK LIST
FOR CONTRACTS SUBMITTED TO CLERK AND RECORDER FOR
SCANNING/ARCHIVING
Originating Department/Division: n U e y_rt
Contact Person: 2jh1_ , CL� ON�/� ' Z
Phone #: a70- 1 o -sSIN
Che k Contract Type: STAFF AUTHORIZED
_Services SIGNATURE
_Maintenance /)
License/Use —.Gbu.
_Lease
_Construction
_Purchase
_Employment
_Intergovernmental Agreement (Requires BOCC Action)
_Grant Agreements (Requires BOCC Action)
Other y
Signatures Required:
Under 25K—Department Head
2)-50K—Department Head (if appropriate), Section Leader
Over 50 K—Department Head (if appropriate), Section Leader, County Manager
Contractor/Eusiness (Complete Name): &A P rQui S 0y1
Contract Start Date:. �AQLAA\ Iza Contract End Date: �3
Automatic Renewal (Y,/N):
All Contracts should be proofed for the following:
• No Pages Missing
• If a Page is Left Intentionally Blank—Note on Page
• Page numbered consecutively
• All Signatures Affixed
• All Dates Filled In
• All Other Blanks Filled In
• All Exhibits Attached
• All Legal Descriptions Attached (if appropriate)
• Notice of Award/Proceed Attached (if appropriate)
Sent to Clerk and Recorder for Scanning/Archiving
_DalaI`►LQ�
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Authorized Staff Person
Signature of authorized staff person indicate that document has been proofed and ready > {
for scanning.
Note: Clerk's Office will keep original documents in compliance with Colorado I
State Archives retainage schedule.
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AGREEMENT FOR PROVISION OF PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROVISION OF PROFESSIONAL SERVICES (the "Agreement") is made
and entered by and between Pitkin County, Board of County Commissioners ("Pitkin County") and GateKeeper
Systems, Inc. (hereinafter"Contractor").
1. Purpose. The purpose of this Agreement is to provide up to 6 hours of software support each month to
Airport personnel as necessary.
Services: Two categories of software support will be provided by this contract:
• Telephone Support-GateKeeper Systems will provide on-line telephone support to Aspen/Pitkin
County personnel each month for the period of the contract. Qualified GSI personnel familiar with
the CVM system and software will provide support. Sample types of support that can be done on the
phone include answering system operational questions,diagnosis of likely causes of system
malfunctions(hardware of software),providing additional information on system details and
providing assistance in correcting operating problems.
Telephone support is available 24 hours per day and 7 days per week for a period of one year from
the date of this agreement.
• Remote Support-Gatekeeper Systems will provide analysis of system data,troubleshooting system
problems and making corrections to software code through remote dial-in capabilities to the system
software. This will be done only with the approval of Aspen/Pitkin County airport personnel.
Response Time: GateKeeper Systems, Inc will respond immediately during normal working hours
(8:00 am to 6:00 p.m.Monday through Friday local Minneapolis time) at other times a response will
be made within 1.5 hours by a qualified software specialist.
2. Term. The term of this Agreement is from May 1, 2002 to April 30, 2003. At the expiration of the
initial term, the Agreement may be extended for an additional term of up to one year by the express written
consent of both parties.
3. Contractor's Oblieations. Contractor's obligations are listed under Section 1 above.
4. Compensation and Expenses.Invoicine and Payment. In consideration for the software
maintenance services to be provided under this agreement,the County shall pay the Contractor for performance
of services hereunder. Payment of invoices submitted by Contractor hereunder is contingent upon completion of
each task to the satisfaction of the County. Invoices shall itemize specific work done to complete the task, and
include receipts for all reimbursable items. Within thirty (30) days of receipt of an invoice and approval thereof as
required hereunder, payment shall be made by the County. The Aspen/Pitkin County Airport shall pay to
GateKeeper Systems, Inc., $6,200. per year. Payments are to be made in the amount of$1,550 per quarter
(May, August, November, and February) in advance. In the event the Contractor incurs time and expenses
above said amount, no compensation for said additional time and expenses shall be required to be paid by the
County without written authorization by the County.
4.1 Other Services: From time to time Aspen personnel may identify, through phone
consultations or by other means, the desire to modify the software to change its method of operation.
GateKeeper Systems, Inc will provide a written estimate or quote for making the desired changes for
approval outside of this agreement. Additional support, software modifications, site visits, or other tasks
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authorized by The Aspen/Pitkin County Airport will be preformed at the rate of$100.00 per hour plus the
actual cost of expenses.
5. County's Exclusive Ownership of Work Product. All work produced pursuant to this Agreement
becomes the property of Pitkin County.
6. Pitkin County's Oblieations. Pitkin County shall administer this Agreement through a County
Representative. Edna Adeh will manage the project as the County's Representative. th the event that Edna Adeh is
not available, Carrington Brown shall assume the County Representative's duties. The services provided and
products delivered by the Contractor under this Agreement will be subject to review by the County's
Representatives,or a designee,for compliance herewith.
The review comments of the County's Representative may be reported in writing as needed to the Contractor. To
prevent an unreasonable delay in the Contractor's work,the County's Representative will endeavor to examine
all deliverable products and other documents and will accept same and authorize payment or will specify
necessary changes within ten(10)working days of receipt of such documents.
7. Cancellation. In addition to the right of termination referenced in Exhibit A hereto,Pitkin County
reserves the right to cancel this Agreement for unsatisfactory performance of Contractor's obligations as
determined by Pitkin County in its sole discretion,upon written notice to Contractor as provided in Paragraph I 1
herein.
8. Required Clauses. Pitkin County's Required Clauses, including provisions for insurance and
indemnification,are attached hereto as Exhibit A and incorporated by this reference.
9. Independent Contractor Status.
a. The parties to this Agreement intend that the relationship between them contemplated by the
Agreement is that of Independent Contractor. Contractor, and any agent, employee, or servant of
contractor shall not be deemed to be an employee, agent,or servant of Pitkin County.
b. Contractor is not required to offer his services exclusively to Pitkin County under this
Agreement. Contractor may choose to work for other individuals or entities during the term of this
Agreement, provided that the basic services and deliverable products required under this Agreement are
submitted in the manner and on the schedule defined under this Agreement.
C. Contractor warrants that all work produced will conform to all applicable industry standard of
care,skill and diligence in the performance of Contractor's obligations under this Agreement.
d. Contractor shall not attempt to oversee or supervise the work or actions of any Pitkin County
employee,servant or agent in the course of completing work under this Agreement.
e. Contractor is not entitled to any Workers' Compensation benefits through Pitkin County and is
responsible for payment of any federal, state,FICA and other income taxes.
10. Assianablility. This Agreement is not assignable by either party.
11. Notice. Any written notice required by this Agreement shall be deemed delivered on the happening of
any of the following: (1) hand delivery to the person at the address below; (2) delivery by facsimile with
confirmation of receipt to the fax number below; or (3) within three (3) days of being sent certified first class
mail,postage prepaid,return receipt requested addressed as follows:
a. To Pitkin County /�
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Aspen/Pitkin County Airport
0233 E. Airport Road, Suite A
Aspen, CO 81611
Attn: Edna Adeh
Fax#: 970-920-5378
with copies to:
Pitkin County Attorney's Office
530 E. Main Street,#302
Aspen, Colorado 81611
Fax: (970)920-5198
b. To Contractor:
GateKeeper Systems,Inc.
14530 Pennock Avenue
Apple Valley,Minnesota 55124
Attn: Lynn Richardson
Fax#: 952-891-5830
Software Support#: 1-800-563-3323
Ph. #: 952-891-1291
12. Modification. This Agreement may only be modified by written agreement of both parties hereto. Any
modifications hereof are subject to the requirements of the Pitkin County Procurement Code and the Required
Clauses attached hereto as Exhibit A.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the latest
date written below.
CONTRACTOR: 'l APPROVED AS TO FORM:
By: 11�it-c C Not Required
Risk Management Date
Title n l�z�'� 45 07�
Date
PTTKIN COUNTY:
2-
Department Head Date Secti6n Head(if>$ ,000) Date
IF A NON-STANDARD CONTRACT ADD:
IJp r �qu un�� Not Required
John Ely,County Atto ey Date Kris Jewkes,Risk Management Date
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iS �AG +G blANK
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EXHIBIT A
Revised: 2/26/02
REQUIRED CLAUSES
For purposes of these Required Clauses,"Contractor"means GateKeeper Systems,Inc.
Contractor 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 Pitkin County Home Rule Charter, Ordinance #
00-18, approved April 26, 2000). 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 Agreement 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 Agreement, 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 Agreement 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 subcon-
tract or order. The Contractor is prohibited from inducing,by any means, any person employed under this
Agreement 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.
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E. Conflict of Interest Prohibited. No official, officer, employee or representative of the County
during the term of this Agreement 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 Agreement 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 Agreement 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 antidiscrimination 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/MBE/WBE).
B. In connection with the execution and administration of this Agreement, 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 Agreement, 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 Agreement.
D. The Contractor will famish all necessary information and reports and will pen-nit 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.
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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 Agreement until the Contractor complies,and/or
(2) Cancellation,termination,or suspension of the Agreement,in whole or in part.
4. TERMINATION FOR DEFAULT OR FOR CONVENIENCE OF COUNTY
A. In addition to the right of cancellation referenced in Paragraph 7 of the Agreement,the performance
of work under the Agreement may be terminated by Pitkin County:
(1) Whenever the Contractor shall default in performance of this Agreement 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,
facsimile or mailing to the Contractor of a notice specifying the default as provided in Paragraph 11
of the Agreement.
The Contractor shall not be in default by reasons of any failure in performance of this Agreement 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, the County shall deliver to the Contractor a
written notice of termination, specifying the reasons therefore, and the effective date of such termination.
The effective date shall not be earlier than the date of hand-delivery, facsimile or the date of mailing of the
notice,as provided in Paragraph 11 of the Agreement.
C. Termination Procedure. After the effective date of the notice of cancellation, termination for
default or for the convenience of the County, unless otherwise directed by the County, the Contractor
shall:
(1) Stop work under the Agreement 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 Agreement.
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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
temrination, 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 setoff 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,if any,upon cancellation,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 4.1). 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. The Agreement 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$50,000,no County official or employ-
ee, 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 the Agreement on behalf of the County. Any such contract
or modification to this Agreement must be in writing and be executed by the parties hereto.
B. With respect to change orders under the Agreement, the County and the Contractor shall process
and approve/disapprove requests for change orders as otherwise provided in this Agreement, 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
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of investigation and defense), fees (including reasonable attorney and expert witness fees) or compensa-
tion 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 relation-
ship with the County such insurance policies, from companies licensed in the State of Colorado, as will
protect itself, the County 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:
(1) Statutory Workers' Compensation: Colorado statutory minimums
(2)Commercial General Liability-ISO 1998 Form or equivalent
(With County named additional insured)
Each Occurrence Limit $ , 00000, 00.. 0
$2
General Aggregate Limit 00000
Products/Completed Operations Aggregate Limit $2,000,000.00
Comprehensive Form(All risks)to include(place X by applicable provisions):
_ Premises/Operations
_ Underground,Explosion&Collapse Hazard
_ Products/Completed Operations
x Contractual Liability
x Independent Contractors and Subcontractors
_ Broad Form Property Damage
Personal Injury
(3) Business Auto Coverage:
Combined Single Limit Liability(each accident) $1,000,000.00
Coverage to include(place X by applicable provisions):
_ Any Auto
_ All Owned Autos
_ Hired Autos
_ Non-Owned Autos
Garage Liability
(4)Special Coverages(check as appropriate and insert amount):
_ (1)Performance Bond
Labor and Material
x_ (2)Professional Errors and Omissions $1,000,000.00
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(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
PROOF OF INSURANCE SHOULD BE SENT TO:
Pitkin County Risk Department
C/O Kris Jewkes
530 E.Main, Suite 202
Aspen,CO 81611
Fax#: 970-920-5049
PROJECT NAME SHOULD BE IDENTIFIED
B. To provide evidence of the required insurance coverage's, copies of Certificates of Insurance in a
form acceptable to the County shall be filed with the County(through the County Representative)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 County's Risk Department). (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's Risk
Department (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 County's Representative
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.
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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 this Agreement 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 Agreement for a period of three (3) years after final payment
under the Agreement and the County shall have the right within the three (3) 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 Agreement and applicable law.
10. 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.
11. 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.
12. 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.
13. 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
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$600,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado
Governmental Immunity Act, 24-10-101, et. seq., C.R.S., as from time to time amended, or otherwise
available to Pitkin County or any of its officers, agents or employees. Further,nothing in these Required
Clause or the Agreement 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.
14. 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 the 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 the 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.
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NOTICE TO PROCEED
DATE: May 1,2002
TO: GateKeeper Systems,Inc.
FROM: Aspen/Pitkin County Airport
You are hereby authorized to proceed on May 1,2002 or within ten(10)consecutive calendar day thereafter,
with the work covered by the Contract Documents titled: Agreement for Provision of Professional Services for
the sum of Six Thousand Two Hundred Dollars and No Cents per year($6,200.00).
BY --
Edna Adeh
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ACORA CERTIFICATE OF LIABILITY INSURANCF=jvpt� VAT. ;02
rvn>rA'FR MY C If IS A MATTER OF INFORMATION
i ONLY AND CONF91113 No NIGHT*0P0M THE CEIRTIFIGATE
RJ8 Agencies, TOO_ Pivorwottn NOLOER.TNq CLRTPICATt00Ee NOiIAMENO,EATTN00R
14601 27LA AWEYe N. 8n1te l04 ALTER THa COVEMW ApFORDEO aY THE POLICIE!aFICW.
Plymoath M 66441-4e1.9 INBORER4 AFFORDING COVCRAOE
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T-E W-A ICIES CF IA111RANcF t I3TFD 6E1.0'N NWlE BEEN IERUFD TO THE ININJUD NAMED MCI B FOR THE POL ICY PER OD INDICATED NOMIT14ETANDNO
ANV MLM ENRNDN01 fION CF ANY COW WT CA OTHER DOCUMENT NFTN RESPECT TC IANC.4 TN13 OPRTIFICATP MAY RE 1 MN)00
44(PERTAIN,7HE INSURNIGFT TERN OA C AFFORDED BY THE PrL CIES OE-CRIEED NEREW 19 SUBJECT TO ALL THE TERMS,EWLUSION6 AND CC)IDITIONS OF n:C'I
FOUCIES.A004EOATC L MITE SHOWN MAY 14AVCBESN R:D000D BY AND CLAIMS. ....0 -.- ---- -
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OCNER>L LIADIUN _- f FL,DOO_D00
CC30316171 31/OS/01 11/OS/02 �;:_rl.0 'v IE 300,000_
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IA.TOYOeLENNIILTf I 11�a,'-•"„�,. i11,000,000
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E Professional Liab 80909056 I 06/26/011 0o/26/02I E6o 62,1300,000
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Fitkia County is named as additional Snsuted u resP*cts deaetal Liability.
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CERTIFlCATB NOIOER xI►romowLlRw.Aeo:Y4NReP LETTER: :ANCELIJLTION
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Pitkin Canny R1sk DepartMO96t aATi TIIEPtOF,iNC e1UNOINa.RFR wtL ENOEA(CRTO MNL �_.DAYe NAITTFh
tea #910-920-8040 I NDiaCTOM a,1 n,"R roLQ' wVV TO UA'.wT FMLwc ro oc so 24U
a/c trill aavkee I RIFOKMD OELIOAtaN OR LPEYTIOF MYMriO VFOMMIWIAeR,IIE rOMR:R
ESO i- ERaia. suite 202 Av1eRRHEA_rviv.
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ACORD 24 4(7471 C:ACORD CORPORATION 1071
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