Loading...
HomeMy WebLinkAboutbocc.con.137.2003 CHECK LIST FOR CONTRACTS SUBMITTED TO CLERK AND RECORDER FOR SCANNING/ARCHIVING ?riginating Department/Division: Contact Person: Phone #: _~ ~9~ ~ 79_ ,q~ ~Z BOCC AGENDA ITEM (BOCC signature required) ,/ STAFF AUTHORIZED SIGNATURE (as per Procurement Code) Check Contract Type: Dollar Amount: d~.q,&~"3~. 0 0 / Services Maintenance STAFF AUTHOIi;I~L;i License/Use SIGNAL~ Lease __Construction CONTRACT Z ___Purchase Employment IntergOvernmental Agreement (Requires BOCC Action) Non Profit __.Quasi-Public __.Grant Agreements (Requires BOCC Action) Other Signatures Required: Under 25K - Department Head 25-50K - Department Head (if appropriate), Section Leader Over 50 K - Depm~tment Head (if appropriate), Section Leader, County Manager Contractor/Business (Complete Name): ~/,t,~7~Oz~ FO& ' Contract Start Date: ,~q~{/EY,~ - End Da~e. 5~//,ff/D "-3 Automatic Renewal Y~N): ~ Contract 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 · Ail Exhibits Attached · All Legal Descriptions Attached (if appropriate) · Notice of Award/Proceed Attached (if appropriate) Sent to Clerk and Recorder for Scanning/Archiving Authorized ~taff 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 State Archives retainage schedule. M\procurement\training\clerknarrative.doc STAFF AUThORiZED · --. SIGNATUR~F~ co.'r c'r 7 ~ev. 10/02/02 A~REE~ENT FOR PROVISION OF SERVICES THZ5 AGREEMENT FOR PROVZSZON OF 5ERVZCES (the "Agreement") is made and entered by ~nd between Pitkin Oounty, Bo~rd of County Oommissioners CPitkin Count") ~nd Scout 5oud~r, ~ount~in Parkin9 Equipment, 320 5ant¢ F¢ Drive, Denver, CO 80223 (hereinafter "Contractor"). 1. Purpose. The purpose of this Agreement is to design on automated paid parkin9 revenue control system for the Aspen/Pitkin County Airport. 2. Term. The t~rm of this Agreement is from 8/1/03 to 8/15/03. At the expiration of the initial term, the Agreement moy be extended for ~n ~dditional term of up to 5 workin9 days by the express written consent of both p~rties. 3. Contractor's Obliq~tions Contractor sh~ll: 1) Design ~n automated paid p~rkin9 revenue control s~stem for the short and Ion9 term ~irport parkin9 lots. 2) Work closely with the airport administrotion in order to r~ch agreem~t with the ~irport ~dministrotion on the b~st design for ~ system that ~ill provide optimal customer service while also providin9 maximum revenue control and meetin9 oll requirem~ts of the Airport and Pitkin County. 4. Comp~sation and Expense, [nvoicinq and P~m~t. ~e Coun~ shall p~ the Contractor for performance of ~ervic~ hereunder. P~yment of invoic~ submitted by Controctor hereunder is contingent upon completion of ~ch tosk to the satisfaction of the County. Znvoic~ shall itemize specific work done and time r~quired, to complete the task, and include receipts for oll reimbursable items. Within thirty (30) d~s of receipt of on invoice and approval thereof ~s r~uired hereunder, payment sh~ll made by the Count. Reimbursable expens~ or~ (none) m~ b~ billed on a month~ basis ~nd will be ~id within thir~ (30) d~s of receipt of the invoice with a top-set (N/A). Zn no event shall the total for servic~ and reimbursem~ts exceed $5,000. Zn the ev~t the Contractor incurs time and ~p~s~ ~bove s~id amount, no composition for said ~dditionol time and expens~ shall be r~uired to be p~id by the Coun~ without writt~ authorization by the Count. 5. County's Exclusive Ownership of Work Product. All work produced purs~nt to this Agreement becom~ the proper~ of Pitkin Count. 6. Pitkin County's Obliq~tion~. Pitkin County shall administer this Agreement throu9h County Representative. (C~rrington Brown) will manage the project ~s the County's Repr~ntative. [n the event that (C~rrington Brown) is not ~wil~ble, (Rex Tippets) shall assume the County Representative's duties. ~¢ services provided and products delivered by the Controctor under this Agreement will be subject to review by the County's Repres~t~tives, or ~ d~ign~e' for compliance herewith. The review comments of the County's Representative may be reported in writin9 as needed to the Contractor. To prevent an unreasonable delay in the Contractor's work, the County's Representative will endeavor to examine oil deliverable products and other documents and will accept same and VII -24 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 B 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 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 Status. 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 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 core, 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 Coun,y and is responsible for payment of any federal, state, FICA and other income taxes. 10. Assiqnablility. This Agreement is not assignable by either party. 11. 5everability. If 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. 12. Notice. Any written notice required by this Agreement shall be deemed delivered on the happening of any of the following: (t) 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 moil, postage prepaid, return receipt requested addressed as follows: VII -25 o. To Pitkin County (Carrington Brown, 233 East Airport Rd., .Suite A, Aspen, Co 81611) with copies to: Pitkin County Attorney's Office 530 E. Main .Street, #302 Aspen, Colorado 81611 Fax: (970) 920-5198 b. To Contractor: Scott `souder, Mountain ParRing Equipment, 320 `santo Fe Drive, Denver, ¢o 80223 13. Modification. This Agreement may only be modified by written agreement of both parties hereto. Any modifications hereof ore subject to the requirements of the Pitkin Count7 Procurement Code and the Required ~mauses attached hereto os ~xhibit B. IN W~SS WH~OF, the parties have executed this Agreement os of the dote first set out herein above. ~ote i ~am~. El~ood, ~.A.E. ~te Directo~ of ~vi~tion vii -28 Rev. 2/26/02 REQUIRED CLAUSE5 For purposes of these Required Clauses, 'Contractor" means (INSERT NAME OF SERVICE PROVIDER). Contractor shall be subject to the following provisions: 1. COMPLIANCE WITH PROCUREMENT CODE AND APPLICABLE STATE CONTRACT~hiG 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 (§) d~ys 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 reason of such violation of the Procurement Code or statutes. 2. WARRANTIES AGAINST CONT]:NGENT FEES, GRATUIT]:E5, KZCKI~ACK5 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 understcmding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bono 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, recommenc~=tion, 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 rn~tter, 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 breech of Agreement for any payment, gratuity, or offer of employment to he 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 fram 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 ragulations. 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, kickbocks and conflict of interest prescribed in this Agreement shall he 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 re~sonable person against whom it is to operate ought to have noticed it. VI1-11 ,~ H. Remedies. ]~n addition to other remedies it may have for breach of the prohibitions against contingent fees, g~atuitJes, 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 o contn~ctor 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 fram the other offending parties. 3. E(~UAL EMPLOYME~IT OPPORTUNTTY AND D$.SAbVANTAGED/MZNORT. TY/WOMEN BUS];NES5 ENTERPRZSE5 (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/MgE/WBE). B. lin 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. ];n 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. ]:f 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 catagery within its organization. Where the Contractor has fifty (50) or mare employees or it is participating in contracts with the County, which exceed Fifty-Thousand ($50,000.00) ~)ollars, 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. Tn 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 mm/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. TERMZNAT];ON F°R DEFAULT OR FOR CONVEN'rENCE OF COUNTY A. Zn 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 (lO) 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 Z! 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 VI1-12 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 consti- tuted 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 ond convenience. B. Klotice of Termination. lin the event of termination, the County shall deliver to the Contractor a written notice of termination, specifying the reasons therefor, and the effective date of such termination. The effective date shall not be earlier than the date of hand-dalivery, 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: (t) 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 oil 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 port in accordance with this Agreement. D. Termination Payment. After the effective date of a notice of termination for the convenience of the County, the Contractor shall submit to the County his termination claim in the form of a final invoice in accordance with the provisions in "Method of Payment," including costs incurred to the date of termination, and costs incurred because of termination, which termination costs shall not exceed 10% of the total amount of proposal; provided, however, that in the event of default by the Contractor, no extra costs incurred because of termination shall be paid to the Contractor and any costs peid shall nat 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 deter- mined. Termination Settlement. Subject to Paragraph 4.b., the Contractor and County may negotiate the whole or any p~rt 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 mode 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.b., 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.b. 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. ]:f the Contractor disagrees with the County's determination under Paragraphs 4.b. 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 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. TNTE~.RAT']:ON AND MODZF~CAT']:ON VI1-13 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 goads or services of a value less than $50,000, no County official or employee, other than the Board of County Commissioners acting os 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 he 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 os otherwise provided in this Agreement, subject to the requirements of the Procurement Code and the Finance Office. 6. ]:NDEMNZTY 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 harm- less the County of Pitkin and its officials, employees, agents and representatives from and against liability for any claim, demand, loss, damages, penalty, judgment, expenses, costs (including costs of investigation and defense), fees (including reasonable attorney and expert witness fees) or compensation in any form or kind whatsoever for any bodily injury, de~th, 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 nat 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 afl claims, demands, or lawsuits related hereto at its sole expense and shall beer all other costs and ex- penses related thereto, even if the claim, demand or lawsuit is groundless, false or fraudulent. 7. INSUI~ANCE 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 5tote of Colorado, os will protect itself, the County (with the County named as additional insured) and 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 omis- sions. 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 - Z50 1998 Form or equivalent [Pil~i# C. ount~ I~m~d A~itiol~lly Zn~d) Each Occurrence Limit $1,000,000.00 General Aggregate Limit ~2,000,000.00 Praducts/Completed Operations Aggregate Limit $2,000,0(X).00 Comprehensive Form (All risks) to include (place X by applicable provisions): ___X_ Premises/Operations __.Underground, Explosion & Collapse Hazard ~X_ Products/Completed Operations ~ Contractual Liability X_ [ndependent Contractors and Subcontractors X Broad Form Property Damage ~X_ Personal Injury (3) Business Auto Coverage: Combined 5ingle Limit Liability (e~ch accident) ~il,000,000.00 VII-14 (~ Coverage to include (place X by applicable provisions): Any Auto All Owned Autos Hired Autos Non-Owned Autos Garage Liability (4) Special Coverages (check os appropriate and insert amount): x .(1) Performance Bond in the amount of the installation cost Labo~ and Mater/al Payment Bond __.(2) Prafessiono~ Errors and Omissions 3) Aircraft Liability __.(4) Owner's Protective x .(5) Builder's Risk amount of installation cost (6) Boiler and Machinery (7) Loss of Use Insurance __.(8) Pollution Liability __.(9) Crime, including I=mployee Dishonesty Coverage, or Fidelity Bond PROOF OF ]:NSURANCE SHOULD BE SENT TO: Pitkin County C/o Carriagton Brown 233 East Airport Rd., 5ui,e A, Aspen, Co 81611 970-970-5378 B. To provide evidence of the required insurance coverage's, copies of Certificates of ];nsurance in a form acceptable to the County shall be filed with the County (through the County Representative) no later than ten calendar days prior to commencement of operations affecting the County. Failure to file or maintain acceptable Certificates of ]:nsurance with the County is agreed to be a rectorial breach of any contract and grounds for rescission or termiration. 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) calender d~,s prior written notice by certified mail, return receipt requested (effective upon proper mailing), has been sent to the County (through the Count~/s Risk Department). (For purposes of this provision, "materially altered" shall mean o change affecting the coverage's required herein, including a change to policy limits os set out in the rich-current policy declarations page). $imulteneausly with the Certificates of Insurance, the Contractor shall file with the County's Risk ~ep~rtment (and promptly update, as necessary) a certified statement as ?o claims pending against the required coverages, reserves established on account of such claims, defense costs expended and amounts remaining on policy limits. C. In addJtion, these CertJficates of Insuranca shall cantain 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 hove 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." VI1-15 ~ b. Certificates of :Insurance for oll 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 ,o request and receive a copy of any policy and any Policy endorsernen,. 8. EXEMPTION5 AND PREFERENCE5 A. All purchases of construction or building or any other materials for this Agreement shall not include Federal Excise Taxes or Colorado 5torte or local sales or use taxes. Pitkin County is exempt from such taxes under registration numbers 98-02624 and 84-78000-§K. 8. Pursuant to state statute and to the extent permitted by Iow, 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 Js subject to C.R.5. 43-2-208, which provides that all laborers shall be bona fide residents of Color~do with a preference to residents of the County where the work is performed. C. Preference is given, to the extent permitted by Iow, to: materials, supplies and provisions p~oduced, manufactured or grown in Colorado, quality being et least equal to materials, supplies and provisions from outside the state; and to local (Roaring Fork Volley) services and labor of quality at least equal to non-locel services and labor. 9. REC. ORD5 The Contractor shall nlaintain comprehensive, comple,e and accurate books, records, and documen,s concerning its performance relating to ,his Agreement for a period of three (3) years after fil~l payment under the Agreement and the County shall have the right within the three (3) yee~ 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. TI-'F/:RD This Agreement does not and shall not be deemed or construed to confer upon or grant to any third pam'y or parties, except to parties to whom Confnactor or County may assign this Agreement in accordance with the specific written permission, any rights to claim d~rn~ges 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 TN COLORADO The parties agree that this Agreement wes made in accordance with the laws of the State of Colorado and shall be so cons,rued. Venue is agreed ,o be exclusively in ,be cour,s of Pi,kin County, Colorado. 12, ATTORNEY'5 FEES In the event that legal action is necessary to enforce any of the provisions of this Agreement, the prevailing party sh~ll be entitled to its costs and reasonable attorney's fees. 13. GOVERNMENTAL ;[MMUN];TY Contractor agrees and understands that Pi,kin County is relying on and does not waive, by any provision of this Agreement, the moneta~, 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 ~overnmental Tmmunity Act, 24-10- lot, et. seq., C.R.5., as from time to time amended, or otherwise available to Pi,kin 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 inju~y to any person or any property d~mage whatsoever which is caused by the negligence or other misconduct of the County or its agent or employees. 14. CURRENT YEAR OBLT. GATT. ON5 The par, ins acknowledge and agree that any payments provided for hereunder or requirements for future appropriations shall constitute only currently budgeted expenditures of Pi,kin County. Pi,kin County's obligations VI1-16 under this Agreement ore 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 r~ndatory 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 os creating a muJtiple-fiscal year direct or indirect debt or other financial obligation of Piti<in County within the meaning of any constitutional or statutory debt limitation. This Agreement shall not directly or indirectly obligate PitMn 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 Piti<in 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. V11-17 I I