HomeMy WebLinkAboutbocc.con.148.2003 CIIECK LIST
FOR CONTRACTS SUBMITTED TO CLERK AND RECORDER FOIL
SCANNING/ARCtlIVING
Originating Department/Division: ,~,.~7-"
.Contact Person: ~ "~5:~oe ~
none#: e-q
.. BOCC AGENDA ITEM (BOCC signature required)
· t,/ STAFFA,.WS~?iORiZED SIGNATURE (as per Procurement Code)
Check Contract Type.
7 ~ Services Dollar Amount:~
. Maintenance
_ License/Use
Le=e com a CV #
. Construction
Purchase
Employment
_ lnterg6vemmental Agreement (Requires BOCC Action) STAFF AUTHORIZED
Non Profit
Quasi-Public SIGNATURE
_ Grant Agreements (Requires BOCC Action)
Other
Signatures R~
Under 25K - Department Head
25-50K - Department Head (if appropriate), Section Leader
Over 50 K - Department Head (if appropriate), section Leader, County Manager
Contractor/Business (Complete Name): ~r/)~r~.rr9 .}'~)t'~' 'T'~_ ~o ~:l~.s~_ ·
Contract Start Date: '~, / I/r9 ,~ '
Automatic Renewal ~.~q): ~r' Contract End Date:
All Contracts should be proofed for the following:
· No Pages Missing
· · Ifa Page is Left Intentionally Blank - Note on Page
· Page numbered consecutively
· All Signatures Affixed
· All Dates Filled In
· All Other Blanks Filled In
· All Exhibits Attached
· All Legal Descriptions Attached (if appropriate)
· Notice of Award/Proceed Attached (if appropriate)
Sent to Clerk and Recorder for Scanning/Archiving
Date: I I/q/O~
Authorized Staff Person
Signature of authorized staff person indicate that document has been proofed and ready
for scanning.
Note: Clerk's Office will keep original documents in compliance ~vith Colorado
State Archives retainage schedule.
M~procurement\tmining\clerknarrative.doc
: : STAFF AUTHORIZED
CONTRACT SIGNATURE
AGREEMENT FOR PROVISION OF ~PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROVISION OF PROFESSIONAL SERVICES (the "Agreement") is
made and entered by and between Pitkin County, Board of County'Commissioners ("Pitkin County") and
Graham, Dietz & Associates (hereinafter "Contractor").
needed. 1. Pumose. The purpose of this Agreement is to use the Contractor professional services as
2. ~Term. The term of this Agreement is from March I, 2003 to February 28, 2004. At the
expiration of the initial term, the Agreement may be extended for an additional term of up to one year by
the express written eunsent of both parties.
3. .Contractor's ObliRations. Contractor shall provide their professional services on
as needed base.
4. Compensation and Expenses, Invoicing. Payment, and Offset. Tho County shall pay the
.Contractor for performance of services hereunder. Payment of invoices submitted by Contractor hereunder
Is contingent upon completion ofeach task to the satisfaction ortho County. Invoices shall itemize specific
work done to complete the task, and include receipts for all reimbursable items. Within thirty (30) days of
receipt of an invoice and approval thereof as required hereunder, payment shall be made by the County.
Reimbursable expenses, are contingent upon each requested project specified in the Release to Contract
form, on attached F-.x}fibit "A" incorporated by this reference, may be billed on a monthly basis and will be
paid within thirty (30) days of receipt of the invoice with a top-set indicated in the specific Release to
Contract form for lhat projeat. In no ~vent shall the total charges for services and reimbursements exceed
the total amount specified in the Release to Contract form. 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 tiffs
Agreement becomes the property of Pitkin County.
6. Pitkin County's Obligations. Pitkin County shall administer this Agreement through a
County Represeotat~ve. Rex Tipp?s will manage the project as the County's Representative. In the event
that Rex Tippetts is not available, Jim Elwood 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 bo reported in writing as needed to the
Contractor. To prevent an unreasonable delay in the Contractor's work, the County's Representative will
endeavor to examine all deliverable products and other documents and will accept same and authorize
payment or will specify necessary changes within ten (10) working days of receipt of such documents.
7. Cancellation. In addition to the right of termination referenced in Exhibit 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 as
provided in Paragraph 11 herein.
8. ~. 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.
a. The parties to this Agreement intend that the relationship between them
contemplated by the Agreement is that of Independent Contractor. Contractor, and any
agent, employee, or servant of contractor shall not be deemed to be an employee, agent,
or servant of Pitkin County.
b. Contractor is not required to offer his services exclusively to Pitkin County
under this Agreement. Contractor may choose to work for other individuals or entities
during the terra of this Agreement, provided that the basic services and deliverable
products required under this Agreement are submitted in the manner and on the schedule
defined under this Agreement.
c. Contractor warrants that all work produced will conform to all applicable
industry standard of care, skill and diligence' in the perforraance of Contractor's
obligations under this Agreement.
d. Contractor shall not attempt to oversee or supervise the work or actions of any
Pitkin County employee, servant or agent in the course of completing work under this
Agreement.
e. Contractor is not entitled to any Workers' Compensation benefits through Pitkin
County and is responsible for payment of any federal, state, FICA' and other income
taxes.
10. ~. This Agreement is not assignable by either party.
1 I. _Severabilit¥. If any clause, provision, subsection, Section or Aaicle 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: (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
Rex Tippetts
Aspen/Pitkin County Airport
0233 E. Airport Road, Suite A
Aspen, CO 81611
Phone #: 970-920-5384
Fax #: 970-920-5378
with copies to:
Pitkin County Attorney's Office
530 E. Main Street, #302 ' '
Aspen, Colorado 8161 I
Fax: (970) 920-5198
b. To Contractor:
Graham, Dietz & Associates
Consulting Engineers, and Surveyors
P.O. Box 338, 1508 Stampede Ave.
Cody, Wyoming 82414
Phone #: 307-587-3411
Fax #: 307-527-5182
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.
IN WITNESS WIIEREOF, the parties have executed this Agreement as of the date first set out herein
above. '
CONTRACTOR: APPROVED AS TO FORM:
Titl~~- ~r'~r t'~3 L-~'y'/~ 2-. -'2. '~,.,7 Risk Management Date
, Date
PITKIN COUNTY:
D6phrtment, qle~d Date Section Head (if>$25,000) -- Date
EXHIBIT A
RELEASE TO CONTRACT
Original date of Contract: March 1, 2003 to February 28, 2004
Consultant: _Graham, Dietz & Assoclate,~
Client: Aspen/Pitkin County Airport
0233 E. Airport Road, Suite A
Aspen, CO 81611
County Representative: Rex A. Tippetts
Scope of Services:
Compensation For Designated Services:
Aspert/Pitkin County Airport Graham, Dietz & Associates
Rex A. Tippetts
Assistant Director of Aviation
Title:
Date: Date: /~ - 7..'~-~
EXIIIBIT B
REQUIRED CLAUSES
For purposes of these Required Clauses, "Contractor" means Graham, Dietz & Associates.
Contractor shall be subject to the following provisions:
1. COMPLIANCE WlTII PROCUREMENT CODE AND APPLICABLE STATE CON-
TRA~I lNG LAW
A. The Contractor acknowledges that this Agreement is entered into subject to the
~quirements of the "Pitkin County Procurement Code," (Section 8.5 of the Pitkin County l lome
Rule Charter, Ordinance # 00-18, approved April 26, 2000). As such, the Contractor agrees to
comply with all requirements of said Procurement Code, and such requirements are incorporated
herein by this reference.
B. The Contractor shall immediately notify the County Manager in writing of any violation of
said Code or statutes by the County's employees or agents, which violation(s) is known or should
have been known by him, and failure to so notify the County of any violation(s) within five (5)
days of knowledge of such violations shall be considered a breach of this Agreement. Further,
such failure to notify the County of violation of the Procm~nent 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 ofsoch violation of the Procurement Code or statutes.
2. WARRANTIES AGAINST CONTINGENT FEES, GRATUITIES, KICKBACKS AND
CONFLICT OF INTEREST
A. Covenant Against Contingent Fees. The Contractor warrants that no person or selling
agency has been employed or retained to solicit or secure this Agreement upon an agreement or
understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide
employees or bona fide established commercial or selling agencies maintained by the Contractor
for the purpose of securing business.
B. Gratuities Prohibited. The Contractor agrees not to give any employee or former employee
of Pitldn County a gratuity or any offer of employment in connection with any decision, approval,
disapproval, recommendation, preparation of any part of a program requirement or a purchase
.request, influencing the content of any specification or procurement standard, rendering of advice,
mvestigation, 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, subsoription, advance deposit of money, services, or
anything of more than nominal value, present or promised, unless consideration of substantially
equal or greater value is received.
D. Kickbacks Prohibited. It shall be a breach of Agreement for any payment, gratuity, or offer
of employment to be made by or on behalf of a subcontractor under a contract to the prime
contractor or higher tier subcontractor or any person associated therewith, as an inducement for
the award ora subeontmct 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 AHiele 7 of the Procurement Code).
F. Sub-Contract Clause. The prohibitions against contingent fees, gratuities, kickbacks and
conflict of interest preseribed in th/s Agreement shall be made a condition of and ~:onspicuously
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 shal! have the right to:
(1) Terminate th/s Agreement without liability by the County;
(2) Debar or suspend the offending parties from being a contractor or sub-contractor under
County contracts;
(3) Deduct from the contract price or consideration, or otherwise recover, the value of anything
transferred or received by the Contractor;, and
(4) Recover such value from the other offending parties.
3. EQUAL EMPLOYMENT OPPORTUNITY AND '
BUSINESS ENTERPRISES {DBE/MBF_~VBE) DISADVANTAGED/MINORITY/WOMEN
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/MBE/WBE).
B. In connection with the execution and administration of this Agreement, and any
subcontracts, the Contractor shall not discriminate against any employee or applicant for
employment because of race, religion, color, sex, national origin, age, handicap or status as a
veteran.
C. In connection with the performance of this Agreement, the Contractor will cooperate with
the County in meeting the County's commitments and goals with regard to the maximum
utilization of disadvantaged, minority and women business enterprises and will use its best efforts
to ensure that such business enterprises shall have the maximum practicable opportunity to
compete for employment and/or subcontract work, if any, under this Agreement.
D. The Contractor will furnish all necessary information and repons 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 ofnny 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'con-
tracts 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 atier selection.
F. Noncompliance. In the event of the Contractofs 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 ~omplies,
and/or
(2) Cancellation, termination, or suspension of the Agreement, in whole or in pan.
4. TERMINATION FOR DEFAULT OR FOR CONVENIENCE OF COUNTY
A. In addition to the right of Cancellation referenced in Paragraph 7 of the' Agreement, the
performance of work under the Agreement may be terminated by Pitldn County:
(1) Whenever the Contractor shall default in performance of this Agreement in accordance
with its terms, and fails to cure or show Cause why such failure to perform should be
excused within ten (10) days (or longer as the County may allow or shorter, but not less
than three (3) days, for failure to provide proof of insurance or maintenance of any
dangerous condition) after hand-delivery, facsimile or mailing to the Contractor of a notice
specifying the default as provided in Paragraph 1 i 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 ofthe Contractor. Such causes may include, but
are not restricted to, acts of God, natural disasters, strikes, or freight embargoes, but in
every Case the failure to perform must be beyond the control and without the fault or
negligence of the Contractor. Upon request of the Contractor, the County shall ascertain
the facts and failure, and, if the County shall determine that any failure to perform consti-
tuted 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 not,ce 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 ofmailing ofthe notice, as provided in Paragraph 11 ofthe Agreement.
C. Termination Procedure. After the effective date of the notice of cancellation, termination
for default or for the convenience of the County, unless otherwise directed by the County, the
Contractor shall:
(1) Stop work under the Agreement on the date specified in the notice of termination.
(2) Place no further orders for materials, services or facilities.
(3) Terminate all orders and subcontractors to the extent that they relate to the performance of
work terminated by the notice of termination.
(4) With the approval or ratification of the County, settle all outstanding liabilities and all
claims arising out of such termination on orders or subcontracts, the cost of which would
be compensable or reimbursable in whole or in part in accordance with this Agreement.
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 ora 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 thc
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 deter-
mined.
E. Termination Settlement. St~bject to Paragraph 4.D., the Contractor and County may
negotiate the whole or any part of the amount or amounts to be paid, if any, upon cancellation,
termination for default or for the convenience of the County.
F. Remedies. The Contractor shall have the right of appeal from any determination made by
the County under" Termination for Default or for Convenience of County;" except that if the
Contractor has failed to submit his claim within the time provided in Paragraph 4.D., above, and
has failed to properly request extension, he shall have no such right of appeal. In any case where
the County has made a determination of the amount due under Paragraphs 4.D. or 4.E., above, the
County shall pay the Contractor:. (i) the amount the County has determined if there is no right to
appeal or ifno timely appeal has been taken, or (2) the amount finally determined on such appeal
if an appeal has been taken.
G. Method of Appeal. If the Contractor disagrees with the County's determination under
Paragraphs 4.D. or 4.E., he can appeal this decision in writing to the County. Such appeal must be
made within twenty (20) days of receipt in writing of the County's determination. The County
shall have twenty (20) days in which to respond in writing to the appeal. The County's response
shall be final and conclusive unless within thirty (30) days from the date of receipt of such
response the Contractor submits the dispute to a court of competent jurisdiction or submits a
demand for arbitration if required by the Contract Documents.
5. INTEGRATION AND MODIFICATION
A. The Agreement constitutes the full and complete agreement of the parties and supersedes
or incorporates any prior written and omi agreements of the parties. In addition, the Contractor
understands that unless the contract is for goods or services of a value less than $50,000, no
County official or employee, other than the Board of County Commissioners acting as a body at a
Board meeting, has authority to enter into a contract or to modify the terms of the Agreement on
behalf of the County. Any such contract or modification to this Agreement must be in writing and
be executed by the parties hereto.
B. With respect to change orders under the Agreement, the County and the Contractor shall
process and approve/disapprove requests for change orders as otherwise provided in this
Agreement, subject to the requirements of the Procurement Code and the Finance Office.
6. INDEMNITY
A. The Contractor (including, by definition here and hereinafter, its officials, employees,
agents and representatives, subcontractors and suppliers), shall and hereby does release, dis-
charge, indemnify and hold harmless the County of Pitkin and its officials, employees, agents and
representatives from and against liability for any claim, demand, loss, damages, penalty, judg-
ment, 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, death, personal injury or property damage arising out of or in connection with any
negligent act, intentional act, error or omission by the Contractor, and for any consequential
liability alleged to accrue against the County on account of the Contractor's acts, errors or omis-
sions; 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. Thc 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 thc claim, demand or lawsuit is
I 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 and others as specified, from claims for bodily
injuries, death, personal injury or property damage, which may arise out of or result from the
Contractor's acts, errors or omissions. The following insurance coverage, at or above the limits
indicated and including such endorsements as are indicated by an "X", are required:
(1) Statutory Workers' Compensation: Colorado statutory minimums
(2) Commercial General Liability - ISO 1998 Form or equivalent
(With County named additional insured)
Each Occurrence Limit $1,000.000.00
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):
__ Premises/Operations
Underground, Explosion & Collapse Ilazard
._.x_ Products/Completed Operations
x Contractual Liability
__ Independent Contractors and Subcontractors
Broad Form Property Damage
x Personal Injury
(3) Business Auto Coverage:
C6mbined Single Limit Liability (each accident) $1,000.000.00
Coverage to include (place X by applicable provisions):
_x_ Any Auto
Ail Owned Autos
Hired Autos
Non-Owned Autos
Garage Liability
(4) Special Coverages (check as appropriate and insert amount):
(i) Performance Bond
Labor and Material
_x_ (2) Professional Errors and Omissions $1,000,000.00
(3) Aircra~ Liability
(4) Owner's Protective
(5) Builder's Risk amount of project
(6) Boiler and Machinery
(7) Loss of Lrse Insurance
(8) Pollution Liability
(9) Crime, including Employee Dishonesty Coverage, or '
Fidelity Bond
PROOF OF INSURANCE SHOULD BE SENT TO: Pitkin County
C/O Rex A. Tippetts
Aspen/Pitkin County Airport
0233 E. Airport Rd, Suite A
Aspen, CO 81611
Projects to be completed on as-needed base. Reference of the project(s) will be made in the
attached Exhibit"A'; Release to Contract form.
B. To provide evidence of the required insurance coverage's, copies of Certificates of
Insurance in a form acceptable to the County shall be filed with the County (through the County
Representative) no later than ten (10) calendar days prior to commencement of operations
affecting the County. Failure to file or maintain acceptable Certificates of Insurance with the
County is agreed to be a material breach of any contract and grounds for rescission or
termination. These Certificates of Insurance shall contain a provision that coverage afforded
under the policies will not be canceled or materially altered unless at least thirty (30) calendar
days prior written notice by certified mail, return receipt requested (effective upon proper
mailing), has been sent to the County (through the County's Risk Department). (For purposes of
this provision, "materially altered" shall mean a change affecting the coverage's required herein,
including a change to policy limits as set out in the then. current policy declarations page).
Simultaneously with the Certificates of Insurance, the Contractor shall file with the County's Risk
Department (and promptly update, as necessary) a certified statement as to claims pending against
the required coverages, reserve~ 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:
(I) The clause "other insurance provisions," in a policy in which thc County of Pitkin holds a
Certificate, shall not apply to the County of Pitkin.
(2) The insurance companies issuing the policy or policies hereunder shall have no recourse
against the County of Pitldn for payment of.any premiums or for assessments under any
form of policy.
(3) Any and all deductibles in the above-described insurance policies shall be assumed by and
be for the amount of, and at the sole expense of the Contractor.
(4) Location of operations shall be: "all operations and locations at which work for the
referenced Project is being done."
D. Certificates of Insurance for all renewal policies shall be delivered to the County's
Representative at least fifteen (15) days prior to a policy's expiration date except for any policy
expiring on the expiration date of this Agreement or thereafter.
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 inalude Federal Excise Taxes or Colorado State or local sales or use taxes. Pitkin County is
exempt from such taxes under registration numbers 98-02624 and 84o78000-$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 labor.
9. RECORDS
The Contractor shall maintain comprehensive, complete and accurate books, records, and
documents concerning its performance relating to this Agreement for a period of three (3) years
after final payment under the Agreement and the County shall have the right within the three (3)
year period to inspect and audit these books, records and documents, upon demand, in a
reasonable manner and at reasonable times, for the purpose of determining, by accepted
accounting and auditing standards, compliance with all provisions of the Agreement and
applicable law.
I0. TIIIRD PARTIES ·
This Agreement does not and shall not be deemed or construed to confer upon or grant to any
third party or parties, except to parties to whom Contractor or County may assign this Agreement
in accordance with the specific written permission, any rights to claim damages or to bring any
suit, action or other proceeding against either the County or Contractor because of any breach
hereof or because of any of the terms, covenants, agreements or conditions herein contained.
11. AGREEMENT MADE IN COLORADO
The parties agree that this Agreement was made in accordance with the laws of the State of
Colorado and shall be so construed. Venue is agreed to be exclusively in the courts of Pifldn
County, Colorado.
12. ATrORNEY'S FEES
In the event that legal action is necessary to enforce any of the provisions of th/s 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 ~oes not waive, by any
prov/sion of this Agreement, the monetary limitations or terms (presently $150,000.00 per
person and $600,000 per occurrence) or any other rights, immunities, and protections provided
by the Colorado Governmental Immunity Act, 24-10-101, et. seq., C.R.$., as from t/me 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 indenm/fication 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
oftbe County or its agent or employees.
14. CURRENT YEAR OBLIGATIONS
The part/es 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 oftbe 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 diroctly or indirectly obligate Pitkin County to make any
payments beyond those appropriated for Pitkin County's then current fiscal year. No provisions
of this Agreement shall be construed to pledge or create a lien on any class or source of Pitkin
C '
ounty s moneys, nor shall any provision of this agreement restrict the future issuance of Pitkin
ounty s bonds or any obhgat~ons payable from any class or source of Pitkin County's money.
EXIlIBIT A
RELEASE TO CONTRACT
Original date of Contract: ' ~March 1, 2003 to February 28, 200,1
Consultant: _Graham, Dietz & Associate~-
Client: Aspen/Pitkin County Airport
0233 E. Airport Road, Suite A
Aspen, CO 81611
County Representative: Rex Tippetts
Scope of Services: Review of engineering fees proposed by Carter & Burgess,
Inc. under ALP-27. Fees are to be reviewed in accordance with FAA standards.
Compensation For Designated Services: $2,400.00
Aspen/Pitkin County Airport Graham, Dietz & Associates
Rex A. Tip'p'etts By:
Assistant Director of Aviation.
Title: _ ~)~ EP/,~
Date: Date: _