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HomeMy WebLinkAboutbocc.con.020.2003Jan-28-03 10:25A Pitkin Co DQpt Social Ser I P.03 CHECK I.IST FoR CONTRACTS SVaM TT O TO CLEm< R COrD R FOR Originating Dep<ment/Division~'~/~ t ~~' Contact Perso~l: ~' ~ Phone ~: ~"~ - BOCC AGENDA ITEM (BOCC slgnam~ required) ~' STAFF AUTHORIZED SIGNATURE (aa per Procurement Code) Cheek Contract Type: Dollar Amount: I ~ ~ ~¢~iccs MMntcnancc Lease Construction Purchase Employment ST~F AUTHOR~ED lntcrgovcrmncntal Ab~ecmcnt (Kcquires BOCC Action) SIGNATURE .__Non Profit Qumsi-Public Grant Agreements (~cquires BOCC Action.) Other S(~nat~cs Required: Under 25K - Dcpa~mcnt Head 25-50K - Dcpa~n~nt Head (if appropriate), Section I,cadcr Over 50 K - Depm~nent Head (( f' appropriate), Section I,eader, CounW M~agcr Contractor/Business (Compile Namc): ~ ~~ ~ ~~ Contract Start Date: ~D~ Con~aet End Date: ~ Automatic Renewal ~):' All Contracts should bc proolbd ibr the followinR: No Pages Missing - Ifa Page is Loft Intentionally Bl~- Note on Page Parc humored consecutively All Signatures Al~xed All Dates Filled In All Other B~anks Filled In All Exhibits A~a.chcd All Lesal Descriptions Attached (il'~ppropriatc) Notice of Awar~Procecd Attached (i~appropriatc) Sent to Clerk an~ Rccorder lbr Scanning/Archiving Signal:re of authorized slaff perSOll indicatc that document h~s been proolbd and ready I~r scanning. Note: Clerk's omee will keep original doeument~ in compliance with State Archives retainage schedule. pcj n!jXwwXgkscam~ngXcounty contractsXnmxativc~chec~istshect I~ev. 10/02/02 AGREEMENT FOR PROVTSION OF PROFESSTONAL SERVICE5 THTS AGREEMENT FOR PROVISION OF PROFESSIONAL SERVICE5 (the "Agreement") is made and entered by and between Pitkin County, Board of County Commissioners ("Pitkin County") and ("Garvey Schubert and Barer")(hereinafter "Contractor"). 1. Purpose. The purpose of this Agreement is to provide legal services to Pitkin County regarding Federal Communications Commission, television and FNt radio matters. 2. Term. The term of this Agreement is from ,Tonuary l, 2003 to ,Tanauary 15, 2004. At the expiration of the initial term, the Agreement may be extended for an additional term of up to 365 days by the express written consent of both parties. 3. Contractor's Obliqations. Contractor shall (see scope of services attached as exhibit A). 4. Compensation and Expenses, Tnvoicinq and Payment. 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. Tnvoices shall include the monthly retainer of $185, senior attorney hourly rate of $300 per our, associate rate of $150 - $200 per hour, and paralegal ervices between $60 and $90 per hour, 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. Reimbursable expenses shall include, but are not limited to copies, fax, overnight mail and telephone may be billed on a monthly basis and will be paid withn thirty (30) days of receipt of the invoice with a top-set of $3,000. In no event shall the total charges for services and reimbursements exceed $:~5,000. 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. 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 Obliqations. Pitkin County shall administer this Agreement through a County Representative. Terri Newland will manage the project as the County's Representative. ]~n the event that Terri Newlond is not available, (Brian Petter) 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 (lO) working days of receipt of such documents. 7. Cancellation. Tn addition to the right of termination referenced in Exhibit B hereto, Pitkin County reserves the right to cancel this Agreement for unsatisfactory performance of Contractor's 11-3 obligations os determined by Pitkin County in its sole discretion, upon written notice to Contractor os provided in Paragraph 11 herein. 8. Required Clauses. Pitkin County's Required Clauses, including provisions for insurance and indemnification, are attached hereto as Exhibit B and incorporated by this reference. 9. Independent Contractor 5totus~ o. 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 ore submitted in the manner and on the schedule defined under this Agreement. c. Contractor warrants that oil work produced will conform to oil 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. lO. Assiqnobility. This Agreement is not assignable by either party. 11. 5everability. If any clause, provision, subsection, 5action or Article of the Agreement shall be held to be invalid, illegal or unenforceable for any reason, the invalidity, illegality or unenforceability of such clause, provision, subsection, 5action or Article shall not affect any of the remaining provisions of the Agreement. 12. 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 fox number below; or (3) within three (3) days of being sent certified first class mail, postage prepaid, return receipt requested addressed os follows: o. To Pitkin County Terri Newlond 100 ~lk Run br., Suite 220 Basalt, CO 81621 Fax: (970) 927-6814 with copies to: Pitkin County Attorney's Office 530 E. Main Street, #302 Aspen, Colorado 81611 Fax: (970) 920-5198 b. -Fo Contractor: Garvey, Schubert and Barer Henry S. Solomon, Esq. Fifth Floor 1000 Potomac St. NW Washington DC 20007 Fax: (202) 965-1729 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 B. TZN W[TNE$5 WHEREOF, the parties have executed this Agreement as of the date first set out herein above. PITK[N COUNTY: : apartment Pleod Dote Section Head (if >$25,000) Date EXHZBZT A SCOPE OF SERVICES Retainer Coverage The monthly retainer is to keep Pitkin County informed of developments within and beyond the FCC that may affect the County's interests as a licensee and cable regulator. They include notifications of the filing and disposition of radio applications within the areas served by the County's TV and FM translators; FCC news releases and decisions; written advisories addressing significant judicial and administrative rulings and rule making decisions we believe will interest the County in its dual capacities as a cable franchising authority and as a radio licensee; most requests by telephone or e-mail for opinions relating to o wide variety of issues which may or may not have a direct bearing on the County's broadcast and non-broadcast interests and functions; An example of inquiries covered by the retainer would be o telephonic (or e-mail) request for an interpretation of o FCC regulation which does not require extensive research; or a request for a Commission order or decision. Virtually oil routine research and document retrieval performed by paralegals or legal assistants (e.g., retrieving licenses, and reporting on the status of applications, rule makings, and litigation) are coveeed by the retainer. Neither the retainer (nor hourly charges) covers expenses Contractor may have incurred on the County's behalf such as duplication of pleadings and other documents, overnight mail, telephone and fax charges and similar items. All such items are set forth on monthly invoices. Non-Retainer Services Just about all legal services not encompassed with the retainer's scope of work are billed at hourly rotes. Where possible, t~sks are assigned to qualified less senior attorneys or paraprofessionals so as to keep costs to a minimum. Typical hourly services that the Contractor provides to o governmental entity such es Pitkin County include, but are not limited to the following: advice and counsel relating to cable franchising; the preparation, filing and advocacy of applications at the FCC for new FM, FM translator, and TV translators, including, modifications to existing facilities, temporary licensing, and assignments and transfers of licenses and construction permits to the County or by the County to others; the drafting or review of contracts, leases, settlement agreements, and other corporate-type documents; analyses of c~ses, rules and policies involving broadcasting and cable; participation on behalf of the County in FCC rule makings such as the proceeding that determined the regulatory treatment of competitive applications for noncommercial edgGational FM stations; conferences and communicotions with FCC staff members, including visits to the Commission's offices in Washington, DC; end participation in litigation in which the County is a party such as grievance proceedings, the resolution of complaints filed with the FCC by the County or against it; and the preparation, filing and advocacy of applications for renewal of all radio broadcast (and non-broadcast) communications licenses issued to the County. 11-6 Revised: 2/26/02 REQUIRED CLAUSES For purposes of these Required Clauses, "Contractor" means C~orvey Schubert and B~rer Contractor shall be subject to the following provisions: 1. COMPLZANGE 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 bre~ch 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 re~son of such violation of the Procurement Code or statutes. 2. WARRANTIES AGAINST CONTINGENT FEES, GRATUI-fZE5, 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 ,o 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 port of o 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 grater value is received. D. Kickbacks Prohibited. It shall be a brach 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 11-8 the award of a subcontract 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. F,. 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. 6. 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. Tn 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. F'QUAL EAAPLOYMF,hJT OPPORTUNTTY AND DISADVANTAGF'D/MTNORITY/WOMEN BUSTI~IE$$ ENTERPR].'SF,5 (DBE/MBE/WBE) A. Pursuant to local, state and/or federal anti-discrimination and affirmative action programs, contractor shall meet all applicable requirements with respect to employment and subcontracting in connection with Disadvantages/Minority/Women individuals and enterprises (DME/AABF,_/WBF,). 13. 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 os 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 furnish all necessary information and reports and will permit access to its books, records, and accounts by Pitkin County for purpose of investigation to ascertain compliance with the nondiscrimination/affirmative action provisions of any resultant contract. E. Employment Data and Affirmative Action Plan. If requested, the Contractor agrees to submit on an Employment Data Form to be provided by the County, the data showing the utilization of disadvantaged persons, minorities and women by job category within its organization. Where the Contractor has fifty (50) or more employees or it is participating in contracts with the County, which exceed Fifty-Thousand ($50,000.00) Dollars, an Affirmative Action Plan must be submitted to the County when requested by the County Attorney's Office within ten (10) days after selection. F. Noncompliance. In the event of the Contractor's noncompliance with the nondiscrimination/ affirmative action provisions of any resultant contract, Pitkin County shall impose such contract sanctions as it may determine to be appropriate, including, but not limited to: (1) Withholding of payments under the Agreement until the Contractor complies, and/or (2) Cancellation, termination, or suspension of the Agreement, in whole or in part. 4. TERMINATZON 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 o 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 m~y include, but are not restricted to, acts of ~od, 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) 5top 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 tho, 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. b. Termination Payment. After the effective date of o notice of termination for the convenience of the County, the Contractor shall submit to the County his termination claim in the form of o final invoice in accordance with the provisions in "Method of Payment," including costs incurred to the date of termination, and costs incurred because of termination, which termination costs shall not exceed 10% of the total amount of proposal; provided, however, that in the event of default by the Contractor, no extra costs incurred because of termination shall be paid to the Contractor and any costs paid shall not be a waiver of any claim, counterclaim or set-off by the County against the Contractor on account of any default. Such claim must be submitted promptly, but in no event later than thirty (30) days from the effective date of termination, unless one or more extensions are granted in writing by the County. Upon the Contractor's failure to submit a claim in the time allowed, the County may review the information available to it and determine the amount due the Contractor, if any, and pay the Contractor the amount as determined. E. Termination Settlement. Subject to Paragraph 4.D., the Contractor and County may negotiate the whole or any part of the amount or amounts to be paid, 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 mode a determination of the amount due under Paragraphs 4.D. or 4.E., above, the County shall pay the Contractor: (1) the amount the County has determined if there is no right to appeal or if no timely appeal has been token, or (2) the amount finally determined on such appeal if on 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 MODT. FT. CA'TT. ON 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 ,ho, unless ,he contrac, is for goods or services of o value less ,hah $50,000, no County official or employee, other than the Board of County Commissioners acting as a body at o Board meeting, has authority ,o enter into o contract or to modify the terms of ,he 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. INDEMNI~Y 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 representa- tives from and against liability for any claim, demand, loss, damages, penalty, judgment, expenses, costs (including costs of investigation and defense), fees (including reasonable attorney and export witness fees) or compensation in any form or kind whatsoever for any bodily injury, de~th, personal injury or property damage arisJng out of or in connection with any neglig~t oct, intentional act, error or omission by the Contractor, and for any cons~uential liability alleged to accrue against the County on account of the Contractor's acts, errors or omissions; provided, however, that such indemnity shall not be construed as an indemnity for bodily injury or property damage arising from the sole negligence of the County or its employees. B. The Contractor further shall investigate, process, respond to, adjust, provide defense for and defend, pay or settle all claims, demands, or lawsuits related hereto at its sole expense and shall bear all other costs and expenses related thereto, even if the claim, demand or lawsuit is groundless, false or fraudulent. 7. INSURANCE A. In whole or in part, the Contractor shall secure and maintain for the term of its contractual relationship with the County such insurance policies, from companies licensed in the State of Colorado, as will protect itself, the County end others as specified, from claims for bodily injuries, de~th, 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 - I50 lgg8 Form or equivalent (With County named additional insured) Each Occurrence Limit $i[,000,000.00 General Aggregate Limit $2,000,000.00 Products/Completed Operations Aggregate Limit $2,000,000.00 Comprehensive Form (All risks) to include (place X by applicable provisions): x Premises/Operations Underground, Explosion & Collapse Hazard x Products/Completed Operations x Contractual Liability x Independent Contractors and Subcontractors x Brood Form Property Damage x Personal Injury (3) Business Au,o Coverage: Combined Single Limit Liability (each accident) $1,000,000.00 Coverage to include (place X by applicable provisions): x 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 (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 FM/TV Translator Department Terri Newland 100 Elk Run Dr., Suite 220 Basalt, CO 81621 Fax: 970-927-6814 PRO~TECT NAME SHOULD BE IDENTIFIED B. To provide evidence of the required insurance coverage's, copies of Certificates of Insurance in o 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 o 11-13 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 ol,ered unless at leas, thirty (30) calendar days prior wri,ten no,ice by certified moil, 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 ]]naurance, the Contractor shall file with the County's Risk bepartment (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 o policy in which the County of Pitkin holds 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." b. Certificates of Insurance for all renewal policies shall be delivered to the County's Representative at least fifteen (15) days prior to o policy's expiration date except for any policy expiring on the expiration date of this Agreement or thereafter. E. The County reserves the right to request and receive a copy of any policy and any policy endorsement. 8. EXEMPTIONS AND PREFERENCES A. All purchases of construction or building or any other materials for 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 g8-02624 and 84-78000-§K. 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 lobar. 9. RECORD5 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 end 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 end 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 5tote of Colorado and shall be so construed. Venue is agreed to be exclusively in the courts of Pitkin County, Colorado. 12. ATTORNEY'5 FEES Tn 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 $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.5., 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 OBLIGATION5 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 n 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.