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HomeMy WebLinkAboutbocc.con.020.2000 M APPROVED BY BOCC ON CONTRACT#d26-?.�t PITKIN COUNTY HEALTH AND HUMAN SERVICES PURCHASE OF SERVICE CONTRACT FAMILY VISITOR PROGRAM,2000 THIS CONTRACT,is made as of the date last below signed between Pitkin County herein referred to as "County", and Family Visitor Program, hereafter referred to as "Contractor". Whereas, Family Visitor Program, a private non-profit agency, is providing support and counseling to new parents,and whereas Pitkin County wishes to contract for provision of these services: Now therefore,it is hereby agreed that in consideration of the mutual undertakings and agreements hereinafter set forth,the County and the Contractor agree as follows: Subject to its other provisions,the term of the Contract shall be from 1st day of January, 2000,through the 31 st day of December,2000. Section I. County Shall: 1. County agrees to purchase and Contractor agrees to furnish the following services hereinafter referred to as "Purchased Services": Provide support and counseling to parents,prenatally until the child is one year old. These services include education and parenting skills as well as referral when appropriate. 2. County agrees to purchase these services for the following targeted groups: Parents who because of age and other factors might be at risk and need support so that the child will neither be abused, neglected or lacking appropriate medical intervention. 3. County agrees to pay as services are provided as follows: Home Visitor Program: $9,018.for twenty five Pitkin County resident families $20,000 for one hundred thirty five non-resident families who work in Pitkin County The total amount of this contract shall not exceed$29,018 maximum. The rates paid above include all of contractor overhead and administrative costs in complying with terms of this contract. 1 4. The County will pay contractor in quarterly payments on the last day of March, June, September,and December. The contractor will provide County with a first quarter report identifying the criteria that will be used to establish performance standards. These performance criteria will be evaluated against actual service numbers in a written report by the contractor to be submitted to the County before the second and fourth quarter payments. SectionIl. Contractor shall: 1. Strictly adhere to all applicable federal, state, and local laws or regulations (including County Procurement Code) that have been or may hereafter be established. 2. Hold and maintain for the term hereof the necessary license(s) as specified under State law which permits the performance of the service(s)to be purchased herein. 3. Shall maintain a sliding-scale fee schedule for its services in order to accommodate low income individuals. 4. Subcontracts utilized by the Contractor shall be subject to the requirements of the Contract as listed here,and the Contractor is responsible for the performance of any subcontractor. 5. Abide by all applicable provisions of the Title VI and VII of the Federal Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, and Title XX of the Social Security Act of 1975 as revised. 6. Maintain written requirements for safeguarding client information and comply with the same. 7. Indemnify County and the State of Colorado against any liability and loss against all claims and actions based upon or arising out of damage or injury,including death,to persons or property caused or sustained in connection with the performance of this Contract or by conditions created thereby,or based upon any violations of any statute,ordinance,or regulation and the defense of any such claims or actions; maintain insurance in such types and amounts as are necessary to find this indemnity. Required Clauses are attached hereto,herein referred to as Addendum B. To fund indemnification, Contractor must provide evidence of the following insurance (naming Pitkin County additionally insured) within 10-30 days of execution of contract: a. Statutory Worker's Compensation: 1) Colorado statutory minimums b. Commercial General Liability 1) Bodily Injury/Property Damage, Combined Single Limit: $1,000,000 8. Maintain service program records, fiscal records, documentation and other records relevant to this Contract for a period of five years. The above shall be subject at all reasonable times to inspections, review or audit by Federal, State or County personnel,and other persons authorized in writing by the County. 2 9. Provide the purchased services at the location as shown as the address of the Contractor or wherever is appropriate for that service within Pitkin County. 10. Provide the service(s) described herein at a cost not greater than charged to other persons. 11. Upon submission of this contract, provide a final draft of a Results Based Management Evaluation plan to be executed during contract year 2000. (See Addendum A) Provide a semi-annual PROGRESS REPORT on services provided Section III. General Provisions: 1. The Parties to this Contract intend that the relationship between them contemplated by the Contract is that of independent contractor. No agent,employee,or servant of Contractor shall be deemed to be an employee, agent, or servant of County. Contractor will be solely and entirely responsible for its acts and the act of its agents, employees, servants and subcontractors during the performance of the Contract. 2. Payment pursuant to this Contract,if in County, State,or Federal funds,whether in whole or in part, is subject to and contingent upon the continuing availability and appropriation of County funds for the purpose thereof. 3. This contract constitutes the full and complete agreement of the parties and supercedes or incorporates any prior written and oral agreements of the parties. In addition,contractor understands that 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 this contract on behalf of the County. Any such contract or modification to this contract must be in writing and be executed by the parties hereto. 4. Either party shall have the right to terminate this Contract by giving the other party ninety days notice by registered mail,return receipt requested at the addresses below listed,effective upon mailing. If notice is so given,this Contract shall terminate on the expiration of the thirty days,and the liability of the parties hereunder for further performance of the terms of this Contract shall thereupon cease,but perform their obligations up to the date of termination. The County's contact person for this contract shall be the Human Services Director. The Contractor's contact person for this contract shall be the Family Visitor Program Director. 5. In the event this Contract is terminated, final payment to the Contractor may be withheld at the discretion of the County until final audit. Incorrect payments to the Contractor due to omission, error, fraud,or defalcation shall be recovered from the Contractor by deduction from subsequent payments under this Contract or other contracts between the County and the Contractor,or by the County as a debt due to the County. The waiver of any violation shall not be construed as a waiver of any other or subsequent violation of this Contract or appropriate statutes or regulations. 3 WHEREFORE,tl#parties here' set their hands and affixed their seals the day and date indicated below. SIGNED this day 2000. AT t$T: f PITKIN COUNTY,COLORADO Pit ,( County Clerk Chairperson,Shellie Harper Pitkin County Board of RE 0MMENDEDF�ORAPPROVAL: County Commissioners `��V\C.�_� v `':_� l) �t1 Mailing Address: Nancy N. Sundeen c/o Nancy Sundeen Director of Health&Human Services 0405 Castle Creek Rd.,#7 Aspen,CO 81611 APPROVED AS TO FORM: II Suzann nchani County Manager John Ely County Attorney l Debe MacDonald Nelson Finance Director FAMI Y VISITOR PROG M By< C�2 1 /I?AOW Sandy Swanson (date) Executive Director, Family Visitor Program Mailing Address: P.O.Box 1845 Glenwood Springs,CO 81602 ATTEST: STATE OF COLORADO ) )ss. COUNTY OF The foregoing was acknowledged before me this day of ,2000,byti���1 ,�t c1r?kSCY`I agent for F rrProgram. Psis myP� fficial seal. PAM 0A01AAj } McCPAW Nota Public _ 3�7 - T�c' •. �� Ad qess My O xpires: My Cpmmission Expires 08/17/2003 4 ADDENDUM A EVALUATION PLAN Pitkin County supports the concept of Results Based Management as an accountability tool for health and human service non-profit organizations. Please choose one or two components of your program that you can and will evaluate in the coming year. In the questions below please describe the tools you will use to measure the outcomes. If you are asking for funds for a specific project please evaluate that project. We can provide copies of training materials that were handed out at the Results Based Management training that was held on May 4, 1999. Evaluation Purpose State the purpose of your evaluation. Service Units What is the definition of a unit of service for the program component on which you are seeking County Funding?Describe how you will determine units of service for these client demographic characteristics: (a) gender(b)age(c) city of residence(d)ethnicity. Service Unit Quality How will you measure service quality?Explain how quality will be reported for each of the major client characteristics you serve, e.g., Males vs females, young, middle age and older adults. Service Outcomes How do you define the outcomes for your service?Describe how you will report short term outcomes for your major client demographic groups. Service Impact What is the unmet community need addressed by the service component for which you are seeking funding? Describe what impact on the need could be expected from your service component. 5 (Revised July 6, 1999) Addendum B REQUIRED CLAUSES For purposes of these required clauses,"Contractor"means the bidder/proposer or other party who may eventually enter into a contract with the County. The Bidder/Proposer shall be subject to the following provisions: 1. COMPLIANCE WITH PROCUREMENTCODE AND APPLICABLE STATE CONTRACTING LAW A. The contractor acknowledges that this Agreement is entered into subject to the requirements of the "Pitkin County Procurement Code," (Section 8.5 of the Pitkin County Home Rule Charter, Resolution No. 82-37, April 12, 1982). As such, the Contractor agrees to comply with all requirements of said Procurement Code, and such requirements are incorporated herein by this reference. B. The Contractor shall immediately notify the County Manager in writing of any violation of said Code or statutes by the County's employees or agents,which violation(s)is known or should have been known by him, and failure to so notify the County of any violation(s)within five(5)days of knowledge of such violations shall be considered a breach of this Agreement. Further,such failure to notify the County of violation of the Procurement Code or statutes within five (5) days of knowledge shall be deemed as a waiver of any action or defense that the Contractor may have against the County by reason of such violation of the ProcurementCode or statutes. 2. WARRANTI ES 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 Contract 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 Contractorfor the purpose of securing business. B. Gratuities Prohibited The Contractor agrees not to give any employee or former employee of Pitkin County a gratuity or any offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirementor 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 Contractor Subcontract,or to any solicitation or proposal therefor. C. Gratui means a payment, loan, subscription, advance deposit of money, services, or anything of more than nominal value,present or promised,unless consideration of substantially equal or greater value is received. D. Kickbacks Prohibited It shall be a breach of Contract 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 subcontractoror 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 Contract 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 Contract 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 Contract shall be made a condition of and conspicuously set forth in every sub-contract and solicitation therefor. 6 } FAMILY VISITOR PROGRAM r f' P.O. BOX 1845, GLENWOOD SPRINGS, COLORADO 81602 970-945-1234 Program Evaluation Plan for Family Visitor Program 1. Program Output: The applicant will evaluate home visitation services provided to families that live and work in Pitkin County starting prenatally until the child is one year old. a. Unit of Direct Service: One home visit (also includes time spent e.g. 1 home visit for 1 hour) b. Unit of In-direct Service: One other contact: includes phone calls, visits to MDs, etc (also includes time spent e.g. I other contact for 15 minutes) 2. Service Quality: a. Upon discharge, a form, that defines program completion, will be filled out on each family. The database will track the numbers of families that have successfully completed a full home visit series and the numbers of families that have participated in the home visitor program but who did not successfully complete a full home visit series; including reasons for non-completion (see attached form) b. A database will track the success of the program in screening the development of 85%of the babies visited at 4 months, eight months and 12 months using an Ages & Stages questionnaire. In addition, the success of the program referring any of those babies who failed an ASQ for additional testing services will be tracked (100%will be referred). c. A telephone call sheet, that measures client satisfaction with program services, will be designed and tested. After adjustments are made in design and effectiveness of the questions 20%of Home Visitor Program discharges will be called. 3. Outcomes for Persons Served: a. After six months of service, families will report a 20% increase in their knowledge of parenting skills, child discipline, and immunization needs of their children, and they will have a 25% increase in their knowledge of child development and community resources, as measured by Parent knowledge Survey pre and post test. b. In 90% of the families referred prenatally there will be a good pregnancy outcome: no low birth weight, low occurrence of preventable birth defects, because babies don't come with care instruction labels . . . reduction of pretrm deliveries, and the family will choose to continue with the home visitor program post part. c. During the time the family is enrolled in the Home Visitor Program, forl00% of the families visited, there will be no infant deaths due to child abuse and neglect and no cases of severe child abuse. 4. Community Outcomes: The State of Colorado has decided on an indicator for risking the potential of families for vulnerability to being abused or neglected as a young child. It also is used as a predictor of poverty, which can lead to problems of optimal brain development in very young children. This Vulnerable Family Index is tracked by the Colorado Department of Health on birth certificates and includes the following three indicators: Mother is less than 25 years old at the tome of her child's birth. Mother has less than a high school education at the time of her child's birth. Mother was single at the time of her child's birth. Because of the low wages that are paid to, and the stress that becoming acculturated puts on newly immigrated families I would like to include ethnicity in this evaluation: Mother is Hispanic As the information becomes available for the year, the Family Visitor Program will compare the number of Pitkin County resident families visited, that delivered babies, to the Colorado Department of Health numbers for Pitkin County each of these categories. A ratio of served to the total number who could most benefit for services (1 or more Vulnerable factors). In addition the FVP will look at the county where employed families live and will do the same comparison for Garfield and Eagle. Unfortunately the CO Department of Health is at least one year behind - 1998 stats were released in December 1999. Therefore this report cannot be for the current year, but rather a retrospective look at the community impact. I also will continue thinking about Jerry's other suggestions and I will trial other indicators throughout the year to see what could work. I agree to implement the plan throughout the calendar year. '� aundra . Swanson 1/25/2000 s Discharge Summary Family name: Visitor Date of Referral: Date of 1 st visit: Date of Discharge Time of referral: prenatal❑ postpartum❑ other❑ Mother's full name: Mother's final mailing address City State Zip Reason for discharge please check the bold box that best fus the reason for discharge and as many of the secondary 'REASON"BOXES as necessary: ❑ Successfully completed -the two following boxes must be checked ❑ Visitor was physically in the home for at least eight months post vartum (made visits) ❑ Made at least 12 home visits and/or spent 12 hours post partum in home visits. Please check all boxes that apply, total number checked ❑ At least one Cheeers Assessment completed ❑ Visits were started prenatally . # of prenatal visits # Months seen prenatally ❑ At least two A&S Questionnaires completed ❑ At least two Parental Knowledge Surveys completed ❑ At discharge scored at least a"7" on question # 6 of the Parent Knowledge Survey ❑ At discharge scored at least a"7" on question #2 on the Parent Knowledge Survey ❑ At least 2 Scales of Family Functioning completed ❑ At least 3 referrals made and followed up on by client and visitor. ❑ By the time of discharge at least 6 books were given to the family. #books given ❑ By the time of discharge at least 2 toys were given to the family. # toys given ❑ Warm Welcome visit made ❑ Received services but did not successfully complete ❑ Family only wanted assistance with a specific area for a short time (e.g. Breastfeeding) ❑ Family SEEMED INTERESTED IN VISITS but missed a lot of appointments ❑ Family SEEMED UNINTERESTED IN THE VISITS & missed a lot of appointments ❑ Refused services after being visited four or more times. ❑ Could not find ❑ Moved out of area ❑ Went back to work ❑ Family took an extended vacation ❑ Multiproblem family inappropriate for Home Visitor Program ❑ Warm Welcome visit made ❑ Other (please write reason) ❑ Refused services - (never seen or seen THREE TIMES or less) ❑ Warm Welcome visit made Total months that Visitor was physicall * in the home *** Physically refers to a month that actual home visits were made. Don't count months of no visits! Total # of Home Visits Total #of Home Visit hours Total # of Other contacts Total # of Other contact hours Number of Attempted Visits # of sucessful referrals made If you are counting telephone calls separately please note them below, otherwise include in other contacts. DO NOT COUNT IN BOTH PLACES— ONLY IN ONE OR THE OTHER. Total Number of telephone calls Total # of telephone hours CHECK ALL THE Counties that family resided in whiles you were visiting them? Check all that apply ❑ Garfield ❑ Pitkin ❑Eagle ❑ Gunnison- Marble Medical Mother visited prenatally ❑ Prenatal care provider # of months visited prenatally_ Child was low birth weight Child was premature 0 Child was born with birth defects Was child ever hospitalized during the time that visits were made ❑ # of times Immunizations up to date according to mother ❑ yes ❑ no DSS Was DSS involved with this family? ❑yes ❑ no If yes, was their involvement before ❑ after ❑ their FVP referral? What was the reason for involvement? Ages & Stages ❑ 4 month ASQ 0pass ❑fall 118 month ASQ ❑pass ❑fail 0 12 month ASQ Opass ❑fail If any ASQ was failed did the child get referred for further testing ❑yes ❑ no Was child eligible for Early Childhood Connections ❑yes ❑ no ❑ FVP was ECC case mangaer Would parents like to receive the Ages & Stages Questionnaire in the mail? ❑ Yes ❑ No If yes what is the child's name what is the child's birth date What day is next ASQ due? what month should be sent? Vulnerable Family Index Family Factors please check those that apply at time of birth of the child ❑ Mother less than 25 years old at the time of birth of her baby Age ❑ Mother single (legal definition) at the time of birth of her baby ❑ Mother had less than a high school education Highest grade completed ❑ Mother is Hispanic 1/2000 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 conflictof interest,the County shall have the right to: (1) Terminatethis Contract without liability by the County; (2) Debar or suspend the offending parties from being a contractor or sub-contractor under County contracts; (3) Deduct from the contract price or consideration,or otherwise recover, the value of anything transferred or received by the Contractor;and (4) Recover such value from the other offending parties. 3. EQUAL EMPLOYMENT OPPORTUNITY AND DISADVANTAGED/MINORITY/WOMEN BUSINESS ENTERPRISES(DBE/MBE/WBE) A. Pursuant to local, state and/or federal anti-discrimination and affirmative action programs, contractor shall meet all applicable requirements with respect to employment and subcontracting in connection with Disadvantages/Minority/Womenindividuals and enterprises(DME/MBE/WBE). B. In connectionwith the execution and administration of this Contract, and any subcontracts,the Contractorshall 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 Contract, 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 Contract. D. The Contractor will furnish all necessary information and reports and will permit access to its books, records, and accounts by Pitkin County for purpose of investigation to ascertain compliance with the nondiscrimination/affirmative action provisions of any resultant contract. E. Employment Data and Affirmative Action Plan. If requested, the Contractor agrees to submit on an Employment Data Form to be provided by the County, the data showing the utilization of disadvantaged persons, minorities and women by job category within its organization. Where the Contractor has fifty (50) or more employees or it is participating in contracts with the County which exceed Fifty-Thousand($50,000.00)Dollars, an Affirmative Action Plan must be submitted to the County when requested by the County Attorney's Office within ten (10) days after selection. F. Noncompliance. In the event of the Contractor's noncompliance with the nondiscrimination/affirmative action provisions of any resultant contract, Pitkin County shall impose such contract sanctions as it may determine to be appropriate,including,but not limited to: (1) Withholding of payments underthe Contract until the Contractor complies,and/or (2) Cancellation,termination,or suspension of the Contract,in whole or in part. 4. TERMINATION FOR DEFAULT OR FOR CONVENIENCE OF COUNTY A. The performance of work under the Contract may be terminated by the County: (1) Whenever the Contractor shall default in performance of this Contract 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 or mailing to the Contractor of a notice /D specifying the default. If mailed, said notice shall be sent by certified mail, return receipt requested, to the address specified herein for the Contractor. The Contractorshall not be in default by reasons of any failure in performance of this Contract in accordance with its terms if such failure arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to, acts of God, natural disasters, strikes, or freight embargoes, but in every case the failure to perform must be beyond the control and without the fault or negligence of the Contractor. Upon request of the Contractor, the County shall ascertain the facts and failure, and, if the County shall determine that any failure to perform constituted a valid commercial excuse, the performance shall be revised accordingly and notice of default withdrawn;or (2) Whenever for any reason and in its sole discretion the County shall determine that such termination is in its best interest and convenience. B. Notice of Termination. In the event of termination for the convenience of the County,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-delivery or the date of mailing of the notice, plus three (3) business days. The notice of termination shall be sent regular first-class mail to the address of the Contractor herein provided. C. Termination Procedure. After the effective date of the notice of termination for default or for the convenience of the County,unless otherwise directed by the County,the Contractor shall: (1) Stop work under the Contract 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 Contract. 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 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 Contractorthe amount as determined. E. Termination Settlement. Subject to Paragraph 4.D.,the Contractor and County may negotiate the whole or any part of the amount or amounts to be paid,upon 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:(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. 8 G. Method of Appeal. If the Contractor disagrees with the County's determination under Paragraphs 4.1). 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. INTEGRATIONAND MODIFICATION A. This Contract constitutes the full and complete agreement of the parties and supersedes or incorporates any prior written and oral agreements of the parties. In addition, the Contractor understands that unless the contract is for goods or services of a value less than $25,000, 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 this contract on behalf of the County. Any such contract or modification to this contract must be in writing and be executed by the parties hereto. B. With respect to change orders under the Contract, the County and the Contractor shall process and approve/disapprove requests for change orders as otherwise provided in this Contract,subject to the requirements of the Procurement Code and the Finance Office. 6. INDEMNITY A. The Contractor(including, by definition here and hereinafter, its officials, employees, agents and representatives, subcontractors and suppliers),shall and hereby does release, discharge, indemnify and hold harmless the County of Pitkin and its officials, employees, agents and representatives from and against liability for any claim, demand, loss, damages, penalty,judgment, expenses, costs (including costs of investigation and defense), fees (including reasonable attorney and expert witness fees)or compensation in any form or kind whatsoeverfor any bodily injury, death, personal injury or property damage arising out of or in connection with any negligent act, intentional act, error or omission by the Contractor,and for any consequential liability alleged to accrue against the County on account of the Contractor's acts, errors or omissions; provided, however, that such indemnity shall not be construed as an indemnity for bodily injury or property damage arising from the sole negligence of the County or its employees. B. The Contractor further shall investigate, process, respond to, adjust, provide defense for and defend, pay or settle all claims, demands, or lawsuits related hereto at its sole expense and shall bear all other costs and expenses related thereto,even if the claim,demand or lawsuit is groundless,false or fraudulent. 7. INSURANCE A. In whole or in part, the Contractor shall secure and maintain for the term of its contractual relationship with the County such insurance policies,from companies licensed in the State of Colorado,as will protect itself,the County (with the County named as additional insured) 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 Worker's Compensation: Colorado statutory minimums (2) Commercial General Liability-ISO 1996 Form or equivalent Each Occurrence Limit _$1,000,000 General Aggregate Limit $1,000,000 Products/Completed Operations Aggregate Limit $1,000,000 Comprehensive Form(All risks)to include: X Premises/Operations _Underground,Explosion&Collapse Hazard X Products/Completed Operations 9 X Contractual Liability X Independent Contractors and Subcontractors X Broad Form Property Damage X Personal Injury (3) Business Auto Coverage: Combined Single Limit Liability(each accident) Bodily Injury(per person/per accident) Property Damage(per accident) Coverage to include: _Any Auto All Owned Autos _Hired Autos _Non-Owned Autos _Garage Liability (4)Special Coverages(check as appropriate): _(1)Performance Bond Labor and Material Payment Bond _(2) Professional Errors and Omissions _(3)Aircraft Liability _(4)Owner's Protective _(5) Builder's Risk amount of project _(6) Boilerand Machinery _(7)Loss of Use Insurance (8)Pollution Liability (9)Crime,including Employee Dishonesty Coverage,or Fidelity Bond B. To provide evidence of the required insurance coverages,copies of Certificatesof Insurance in a form acceptable to the County shall be filed with the County(through the Project Manager)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 Project Manager). (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 Certificatesof Insurance,the Contractorshall file with the County(and promptly update,as necessary) a certified statement as to claims pending against the required coverage's, reserves established on account of such claims,defense costs expended and amounts remaining on policy limits. C. In addition,these Certificatesof Insurance shall contain the following clauses: (1) The clause"other insurance provisions,"in a policy in which the County of Pitkin holds a Certificate,shall not apply to the County of Pitkin. (2) The insurance companies issuing the policy or policies hereunder shall have no recourse against the County of Pitkin for payment of any premiums or for assessments under any form of policy. 10 (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 Project Manager 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. EXEMPTIONSAND PREFERENCES A. All purchases of construction or building or any other materials for any Contract shall not include Federal Excise Taxes or Colorado State or local sales or use taxes. Pitkin County is exempt from such taxes under registration numbers 98-02624 and 84-78000-5K. B. Pursuant to state statute and to the extent permitted by law, Colorado labor shall be employed to perform the work to the extent of not less than eighty percent(80%)of each type or class of labor employed on such project;except for highway construction,which is subject to C.R.S. 43-2-208, which provides that all laborers shall be bona fide residents of Colorado with a preference to residents of the County where the work is performed. C. Preference is given, to the extent permitted by law, to: materials,supplies and provisions produced, manufactured or grown in Colorado,quality being at least equal to materials,supplies and provisions from outside the state;and to local(Roaring Fork Valley)services and labor of quality at least equal to non-local services and labor. 9. RECORDS The Contractor shall maintain comprehensive,complete and accurate books, records, and documents concerning its performance relating to this Project for a period of three (3) years after final payment on the Project and the County shall have the right within the three-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 Contract and applicable law. 10. SUCCESSORS AND ASSIGNS This Agreement and all of the covenants hereof shall inure to the benefit of and be binding upon the County and the Contractor respectively and their agents, representatives, employees, successors, assigns and legal representatives. Neither the County nor the Contractor shall have the right to assign or transfer its interest or obligations hereunder without the written consent of the other party, which consent shall not be unreasonably withheld. 11. THIRD PARTIES This Agreement does not and shall not be deemed or construed to confer upon or grant to any third party or parties, except to parties to whom Contractor or County may assign this Agreement in accordance with the specific written permission,any rights to claim damages or to bring any suit,action or other proceeding against either the County or Contractor because of any breach hereof or because of any of the terms, covenants, agreements or conditions herein contained. 12. AGREEMENT MADE IN COLORADO The parties agree that this Agreement was made in accordance with the laws of the State of Colorado and shall be so construed. Venue is agreed to be exclusively in the courts of Pitkin County,Colorado. 11 13. ATTORNEY'S FEES In the event that legal action is necessary to enforce any of the provisions of this Agreement, the prevailing party shall be entitled to its costs and reasonable attorney's fees. 14. NOTICES Unless otherwise provided in the Contract Documents,all notices under the Agreement shall be sent certified mail, return receipt requested,and shall be effective upon receipt or three (3) business days after mailing, whichever is first. 15. Year 2000 Issues Contractor hereby releases and holds Pitkin County harmless from any and all claims and causes of action relating to performance of this Agreement of any nature whatsoever in tort, contract, or otherwise, for any action, inaction or for any loss or damage attributable to, resulting from, arising out of or in connection with a year 2000 error. 16. Governmental Immunity Contractor agrees and understands that Pitkin County is relying on and does not waive, by any provision of this Agreement, the monetary limitations or terms (presently $150,000.00 per person and $600,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, 24-10- 101, et. sec., C.R.S., as from time to time amended, or otherwise available to Pitkin County or any of its officers, agents or employees. Further, nothing in these Required Clause or any other Contract Document shall be construed or interpreted to require or provide for indemnification of the Contractor by the County for any injury to any person or any property damage whatsoever which is caused by the negligence or other misconduct of the County or its agent or employees. 17. Current Year Obligations The parties acknowledge and agree that any payments provided for hereunder or requirements for future appropriations shall constitute only currently budgeted expenditures of Pitkin County. Pitkin County's obligations under this Agreement are subject to Pitkin County's annual right to budget and appropriate the sums necessary to provide the services set forth herein. No provisions of this 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 this agreement shall be construed or interpreted as creating a multiple-fiscal year direct or indirect debt or other financial obligation of Pitkin County within the meaning of any constitutional or statutory debt limitation. This agreement shall not directly or indirectly obligate Pitkin County to make any payments beyond those appropriated for Pitkin County's then current fiscal year. No provisions of this agreement shall be construed to pledge or create a lien on any class or source of Pitkin County's moneys, nor shall any provision of this agreement restrict the future issuance of Pitkin County's bonds or any obligations payable from any class or source of Pitkin County's money. 12