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HomeMy WebLinkAboutbocc.con.027.2003 CHECK LIST FOR CONTRACTS SUBMITTED TO CLERK AND RECORDER FOR Originating DepartmenffDivisi_Qn: ~ Contact Person: ~ ~e.~t~ CONTRACT#d ")' BOCC AGENDA ITEM (BOCC signature required) ~ STAFF AUTHORIZED SIGNATURE (as pe~r Procurement Code) ~ Contract Type: Dollar Amount: ~/'Services Maintenance License/Use Lease Construction Purchase Employment Intergovernmental Agreement (Requires BOCC Action) Non Profit Grant Agreements (Requires BOCC Action) Other i0K - Department Head (if appropriate), Section Leader Over 50 K - Department Head (if appropriate), Section Leader, County Manager (Complete Name): Start Date: ~-/i /o :~ Contract End Date: 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) and Recorder for Scaaning/Archiving Staff Person of authorized staff person indicate that document has been proofed and ready Clerk's Office will keep original documents in compliance with Colorado retainage schedule. STANTON GROUP[ DAILY RECORDKEEPING SERVICE AGREEMENT Plan Sponsor: Board of County Commissioners of Pitkin County, Colorado Address: 530 East Main St., Suite 301 Aspen, CO 81611 Plan Name: Pitkin County Public Employees' Retirement Plan Effective Date: February 1, 2003 Conversion Date: February 1, 2003 Stanton Group will perform the services outlined in this agreement, subject to and strictly governed by all provisions contained herein. This agreement is independent of any other services or investment agreements that the Plan Sponsor may have or will enter into. Plan and Plan Sponsor, collectively referred to hereinafter as Plan Sponsor: have read and agreed to the terms and conditions of this agreement and understand that this is not a contract until signed by Stanton Group. Plan Sponsor: Stanton Group: Accepted by: ~,x~¢.. ~.~,.~ A cce p t e d b y: t~./..~/.)~~/~¢<. Title: Treasurer & CFO Title: _~/~.c ~ Date: '~"//~f~::~ .~ Date: fl//t,/0~? Plan: Accepted by: ~ Title: Chairman of the Retirement Board Date: ~ -~ -- 0 ~ STANTON GROUP] ADMINISTRATIVE SERVICES AGREEMENT Recitals · The Plan Sponsor has engaged Stanton Group as recordkeeper to assist Plan Sponsor in fulfilling its duties as Plan Administrator. · Plan Sponsor and Stanton Group want to enumerate those duties which belong to Stanton Group under the agreed services and fees. · Stanton Group agrees to perform the administrative services indicated in Section 2.2 at the fees indicated in Schedule A for a period of two years from the initial effective date of this agreement. Thereafter, fees may be revised by Stanton Group by giving the Plan Sponsor 60 days' prior written notice. · The Plan Sponsor understands that the engagement of Stanton Group is not intended to relieve the Plan Sponsor, the Trustee(s) and/or the Plan Administrator of its responsibilities under ERISA, the Internal Revenue Code, and regulations thereunder and also understands that Stanton Group has no discretionary authority regarding the investment or transacting of Plan assets. · Plan Sponsor understands that the conversion/installation fees assume the conversion of existinq plan dat~ conform with the following: (1) Information transferred to Stanton Group regarding plan balances is submitted to Stanton Group in a pre- approved format; (2) Plan is in compliance with ERISA as applicable; and (3) Plan assets for the last valuation prior to Stanton Group's effective date for recordkeeping services have been reconciled by fund to trust balances, participant statements and investment statements. NOW THEREFORE, in consideration of the promises and mutual covenants hereinafter contained, the parties agree as follows: Article 1, Responsibilities of the Plan Sponsor Section 1.1 Plan Sponsor shall provide Stanton Group with all requested information in the time and manner prescribed by Stanton Group, to enable Stanton Group to perform its services. The Plan Sponsor shall be responsible for the accuracy and completeness of information and Stanton Group shall be entitled to rely on such information. Stanton Group shall assess additional fees for tasks performed by Stanton Group as a result of inaccurate or incomplete Plan Sponsor information. Section 1.2 Plan Sponsor shall be responsible for providing Stanton Group with the required information needed to accurately prepare the annual IRS form 1098 for those participants that the Plan Sponsor indicates are secured by a deed of trust. Section 1.3 Plan Sponsor shall be responsible for communicating to plan participants any investment ch;~nges and/or plan changes which may affect the daily processing of participant's accounts. STANTON GROUP[ Article 2. Responsibilities of Stanton Group Section 2.1 Stanton Group shall perform the following actions or provide the following services with regard to participant accounts. Services in items (a) through (g) shall be performed no more frequently than each business day recognized by the New York Stock Exchange. Listed in Schedule B are the Service Quality Standards as defined by Stanton Group. (a) Receive, update and process a price file provided by the appropriate party which shall include the fair market value as of the close of business from the previous business day, or the most recent market value available; (b) Update the account of each Plan participant including allocating contributions (credit or debit) to each Participant's Account as necessary, process transfers, distributions and withdrawals, and instruct the appropriate party as to necessary buy or sell of investments; (c) Confirm that the Participant's Account has sufficient assets to effect the purchase and sale instructions and, to the extent such assets are sufficient, forward such instructions to the appropriate party for settlement; (d) Receive, update and reconcile data transmitted by the appropriate party with respect to purchases and sales of securities, interest and dividend income received, and any commissions or other fees and charges related to Plan investments; (e) Instruct the appropriate party as to disbursements representing withdrawals, loans and distributions; (f) Maintain Participant access to account information via a toll free telephone number and internet website. Update system with accurate Participant account information, accept Participant investment election information, forward a confirmation of the receipt of the instruction to the Participants' home address, and initiate appropriate transactions for the accounts; (g) Provide live operator support during Stanton Group's normal business hours to answer Participant account questions through the Benefit Access System, and maintain the security of the Benefit Access System via assignment of a Personal Identification Number to each Participant. Section 2.2 Stanton Group shall provide the following administrative duties on behalf of the Plan Sponsor as applicable for this plan. These services are included in the Basic Administration Fees in Schedule A. (a) Determine whether the plan is top heavy within the meaning of IRS Section 416 based on information provided by the Plan Sponsor. If this plan is part of a top heavy aggregation group, . Stanton Group can perform the top heavy test for the aggregated group ONLY IF the Plan Sponsor provides the required information requested by Stanton Group. The top-heavy testing will only include years for which Stanton Group has provided recordkeeping services unless complete past years' testing information is provided by the Plan Sponsor. The Plan Sponsor must identify all Key Employees and all distributions made to former Key Employees. (b) Determine if there are any Maximum Annual Additions violations under IRC Section 415(c) as of the last day of each plan year for this plan only based on information provided by the Plan Sponsor. Such testing will not include combined limits under IRC Section 415(e). STANTON GROUP I (c) Provide annual contribution percentage testing for compliance by the Plan with the requirements of IRC Section 401(k) and 401(m). Provide final testing to Plan Sponsor within 2 ¼ months of the end of Plan Year if complete and accurate testing data is received at Stanton Group within 1 month after the end of the plan year. Should the Plan fail the requirements of the test, Stanton Group will calculate the amount to be refunded. Interim testing is available at the request of the Plan Sponsor and is subject to additional fees as outlined in Schedule A. (d) Prepare IRS Form 5500 Series Report for Plan Sponsor signature and filing prior to the due date of the form each year. If required, Stanton Group will prepare Form 5558, Application for Extension, prior to the due date each year. Plan Sponsor will be responsible for obtaining Schedule A from insurance provider, if applicable. NOTE: A plan audit is generally required for plans with 100 participants as of the beginning of the Plan Year. You should contact your accounting firm or auditor if you are or might be subject to this audit requirement. (e) Prepare the text of the Plan's Summary Annual Report for the Plan Sponsor for duplication and distribution to the Plan participants. (f) Prepare and print standard participant statements once each plan quarter. (g) Provide quarterly employer reports including: Asset Reconciliation Report Asset Holdings Report Participant Accounting Report Distribution Report Employee Census Report Benefit Access Usage Report (h) Stanton Group shall process employee loans, termination payouts and in-service withdrawals after Plan Sponsor approval. (i) Track and update participant vesting calculations. (j) Perform a quarterly forfeiture reallocation (if provided by the Plan) or inform Plan Sponsor of forfeiture available to reduce future employer contribution. (k) Stanton Group shall account for participant loans in the following manner: (1) Stanton Group shall prepare the promissory note, federal truth-in-lending disclosure form, a spousal consent form (to the extent necessary) and amortization schedule for newly requested loans 2) Stanton Group shall forward deposit instructions for each loan repayment and shall track principal and interest payments. Stanton Group will provide a loan delinquency report semi- annually to the Plan Sponsor. 3)Stanton Group shall annually prepare and file IRS form 1098 for those participants that the Plan Sponsor indicates are secured by a deed of trust. (I) Stanton Group shall identify participants who are subject to the minimum distribution requirements and send a report to the Plan Sponsor in the fourth quarter of the calendar year. The Plan Sponsor STANTON GROUP I shall contact each participant to obtain necessary information to process the required minimum distribution. Article 3. Services Not Covered By This Agreement Section 3.1~ The following services are not covered by this agreement: (a) Providing investment advice to Plan participants. (b) Determining participant eligibility. (d) Final approval of QDROs. (e) Providing an employer fidelity bond as required by ERISA. (f) Guarantee IRS approval of this plan. (g) Submission of federal/state withholding or preparation of Form 945 (this service is provided by a coporate trustee). If the Plan is self-trusteed, the Plan Sponsor is responsible for this service. Section 3.2 If services which are not covered by this Agreement are requested, Stanton Group shall charge additional fees as outlined in Optional Services in Schedule A. Supplemental services shall not be performed without the Plan Sponsor's written request and Stanton Group's approval. Article 4. Indemnification The Plan Sponsor agrees to assume the duties and responsibilities of Plan Administrator or to appoint a Plan Administrator other than Stanton Group and agrees to the extent permitted by law to hold Stanton Group harmless from any claims, costs or expenses (including reasonable attorney fees) arising from or claimed to have arisen from the Plan Administrator's failure to perform its duties or from actions Stanton Group performs upon any specific instruction, request, or representation of the Plan Administrator. Further, Stanton Group shall not render tax, or legal advice under this Agreement or in the performance of any Supplemental Services, nor is it the plan trustee, a fiduciary or a party to the Plan. The Plan Sponsor agrees to seek the advice of its own counsel, as needed, with regard to the adoption and operation of the Plan. Stanton Group shall have no discretionary authority in the administration of the Plan. The Plan Sponsor shall be responsible and shall exercise any discretionary function required as Plan Administrator to administer the Plan and interpret the provisions of the Plan. The Plan Sponsor shall retain complete and final authority and responsibility regarding Plan policy, interpretations, practices and procedures. Stanton Group is not responsible for errors due to inaccurate data provided by the Plan Sponsor. Article 5. Confidentiality Stanton Group and the Plan Sponsor agree not to disclose to any third parties any data pursuant to this agreement, except as may be required by law or regulation. Stanton Group shall be responsible for retaining duplicate copies of data or material received from the Plan Sponsor and for taking other precautions as may be necessary in the event of the loss or destruction of such data or materials, regardless of cause, or in the event reprocessing of such data is required. Article 6. Termination of This Agreement This Agreement may be terminated by any party hereto at any time by providing 30 days' advance written notice to the other parties. Upon termination, Stanton Group shall have a reasonable amount of time to transfer account records in accordance with the written instructions of Plan Sponsor. Any costs incurred by Stanton Group STANTON GROUP[ related to any such termination, including without limitation the costs of generating reports and accounts, shall be billed to Plan Sponsor at the fees indicated in Schedule A. Article 7. Required Clauses Pitkin County's Required Clauses, including provisions for insurance and indemnification, are attached hereto and incorporated by this reference. STANTON GROUPI Schedule A Administration Fees: Conversion / Installation fees: base fee $1,000 Installation fee per participant $2 Installation fee per loan: $15 Annual base fee: $1,600 Annual per participant fee: $30 Estimated Minimum annual base plus participant fee: $12,880 If 376 participants Optional Services: Prototype Plan draft and SPD Standardized $600 Non-standardized $900 Prepare IRS Submission $125 per hour Non-electronic conversion data $125 per hour Plan Amendments (after conversion) $250 per amendment EGTRRA Amendment $250 Loan Policy Statement (if Stanton Group does not draft the plan document) $250 EGTRRA optional provisions annual administration fees: Accept rollovers of after-tax money $500 No increase in compensation limitation $250 No increase in 401 (k) dollar limitation $250 Apply faster vesting schedule only to PS contributions made for plan years after 12/31/01 $500 Do not apply faster vesting schedule to PS contributions $500 Age 50 catch-up contribution $500 initial fee, $125 per hour ongoing Estimated cost $1,000-$2,000 based on 8-16 hours per year 401(a)(4), 401(a)(26), age weighted, cross testing $150 Der hour Interim non-discrimination testing $125 3er hour Consulting and plan design work $125 ~er hour Clean up or hand input of historical data $125 ~er hour Calculation of employer contributions $125 ~er hour 15% maximum deductibility testing $125 )er hour Compliance testing for multiple plans $125 )er hour Self-directed accounts Quote separately Customized employer reports or statements Quoted separately Savings gap participant statements Quoted separately Reporting of ComPany Stock holdings/officer holding Quoted separately Multiple payroll sources $600 per year for each extra payroll Mailing additiona~ materials to participants Quoted separately STANTON GROUP] Employee education packages $7 per package One-time fee to set up new fund(after conversion) $150 (Max. S300) One-time fee to replace fund (after conversion) $250 (Max. S500) Distributions $15 each Installment payments $15 each Loan Origination Fee (Generally paid by participant) $75 Termination Fee - includes Standard File Transfer $500 Additional termination file/services $125 per hour Other Services listed in Section 2.2(A) $150 per hour Other services not listed Quoted separately STANTON GROUP[ Schedule B Stanton Group Service Quality Standards Daily Retirement Services Operations Transaction Type /Activitv Turnaround Time ** Contributions 3 business days Loan Payments 3 business days Distributions 5 - 10 business days Loans 5 - 10 business days Transfers 1 business day Investment Election Change 1 business day Enrollment Prior to next payroll Dividend Reinvestment 1 business day Fee Processing 30 days Participant Statement 15 business days Discrimination Testing Regulatory Guidelines Government Reporting Regulatory Guidelines Phone Call Response 4 hours ** Turnaround time is based on receipt of complete and accurate data. Turnaround time includes the receipt of data, processing and update of the participant account. ** Turnaround time may be extended for transactions involving non-daily investments. Revised 2/26/02 REQUIRED CLAUSES For purposes of these Required Clauses, "Contractor" means Stanton Group, "County" or "Pitkin County" means the Board of County Commissioners of Pitkin County, Colorado and the Pitkin County Public Employees' Ret foment Plan. Contractor shall be subject to the following provisions: 1. 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 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 greater value is received. b. 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 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. 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 hove the right to: (1) Terminate this Agreement without liability by the County; (2) Debar or suspend the offending parties from being o 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. 2. TER/9,]INAT]ION FOR DEFAULT OR FOR CONVENZENCE OF COUNTY A. ]In addition to the right of cancellation referenced in Article 6 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 moiling to the Contractor of a notice specifying the default os provided in Paragraph 13 below. 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 ,o, acts of God, natural disasters, strikes, or freigh, embargoes, but in every case ,he failure to perform must be beyond the control end without the fault or negligence of the Contractor. Upon toques, of the Contractor, the County shall ascertain the facts and failure, and, if the County shall determine that any failure to perform constituted o 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. Tn the event of termination, the County shall deliver to the Contractor o written notice of termination, specifying the reasons therefor, and the effective date of such termination. The effective date shall not be earlier than the date of hand-delivery, facsimile or the date of moiling of the notice, as provided in Paragraph 13 below. ¢. Termination Procedure. After the effective dote 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 dote 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. b. 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 Article 6 of the Agreement, 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.b., 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 "Cancellation or 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. Tn 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 on appeal has been taken. G. Method of Appeal. ]~f 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 mode 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 dote 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. 3. T. NTEGRA TT. ON AND MoD'rFT. 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. B. Any modification to this Agreement must be in writing and be executed by the parties hereto. 4. INDEMNIT~ 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 end hold harmless the County and its officials, employees, agents and representatives from and against liability for any claim, demand, loss, damages, penalty, judgment, expenses, costs (including costs of investigation and defense), fees (including reasonable attorney and expert witness fees) or 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 oct, error or omission by the Contractor, end 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. 5. INSURANCE A. Tn whole or in part, the Contractor shall secure and maintain for the term of its contractual relationship with the County such insurance policies 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 are required: (1) Commercial General Liability - I50 lg98 Form or equivalent Each Occurrence Limit $! million General Aggregate Limit ~2 million (2) Professional Liability ~3 million (3) Crime ~5 million including endorsements A - Employee Dishonesty-Blanket, B - Forgery or Alteration, C - Theft, Disappearance and Destruction, and F - Computer Fraud EVIDENCE OF INSURANCE SHOULD BE SENT TO: Tom Oken, Treasurer and CFO Pitkin County 530 East Main 5treat, Suite 301 Aspen, CO 81612 Fax: 970 920-5198 B. To provide evidence of ,he required insurance coverages, copies of Certificates of Insurance in o form acceptable to the County shall be filed with the County (through the County Represento,ive) 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 moiling), has been sent to the County (through the County's l~isk Department). (For purposes of this provision, "materially altered" shall mean o change affecting the coverages required herein, including o change to policy limits as set out in the then-current policy declarations page). Simultaneously with the Certificates of Znsurance, the Contractor shall file with the County's Risk Department (and promptly update, as necessary) a certified statement os to claims i~nding against the required coverages, 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 holds a Certificate, shall not apply to the County. The insurance core,hies issuing th~ policy or ~licies hereunder shall have no ,~cou~s¢ against the ~oun~ for p~ment of any p~miums or for ~sessm~nts under any form of policy. (3) Any and all deductibles in the abov~-d~scrib~d insurance policies shall be assumed by and be fop th~ amount of, and at the sole expens~ of the Contractor. (4) Location of operations shall be: "all operations and locations at which work for th~ ~f¢rznced Project is bzing don~." D. Certificates of ~nsurance fo~ all renewal policies shall be delivered to the ~ounty's Representetiv~ at le~t fifteen (i5) days p~ior to a ~licy's expiration dat~ except for any policy expiring on the expiration date of this Agreement or thereafter. E. The Coun~ resePves the right to Pequsst and rzc¢iv~ ~ copy of any policy and any policy endorsement. 6. ~ECO~D5 The Contractor shall maintain comprehensive, complete and accurate books, records, and documents concerning its performance relating to this Agreement for o 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 auditin9 standards, compliance with all provisions of the Agreement and applicable law. THIRD PARTT. E5 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 Controctor 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 Count,/or Contractor because of any breach hereof or becouse of any of the terms, covenants, agreements or conditions herein contained. 8. AGREEMENT MAbE 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. 9. ATTORNEY'5 FEE5 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. GOVERNMENTAL IMMUNZTY Contractor agrees and understands that Pitkin County is relying on and does not waive, by any provision of this Agreement, the monetary limitations or terms (presently $150,000.00 per person and $600,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, 24-10-101, et. seq., C.R.S., os from time to time amended, or otherwise available to Pitkin County or any of its officers, agents or employees. 11. ASSIGNABLILITV This Agreement is not assignable by either party. 12. 5EVERABILIT'V ]~f any clause, provision, subsection, Section 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, Section or Article shall not affect any of the remaining provisions of the Agreement. 13. 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 Tom Oken, Treasurer and CFO PitkJn County 530 East Main Street, Suite 301 Aspen, CO 81612 Fax: (970) 920-5198 with copies to: Pitkin County Attorney's Office §$0 E. Main Street, #302 Aspen, Colorado 81611 Fax: (970) 920-5198 b. To Contractor: 5tanton Group 3400 Anapolis Lane Plymouth, MN 55447 Attention: Tom Compbell Fax: (763) 14. REVENUE 5HAI~ING PAYMENTS To the extent 5tanton Group receives revenue shnring payments from the plan custodian, 5tonton Group will reflect such revenue shoring payments on the invoice sent to the Plan Sponsor as o credit against the balance due on such invoice. APPROVED A5 TO FO~M: "~--'~"~',.Tohn Ely, County Attorney bore 'Kris ~e~ke;, I~isk a~e~e~T- b;~e''/