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HomeMy WebLinkAboutbocc.con.053.2000 APPROVED BY BOCC CONTRACT #= ON 290 FTTKIN COUNTY CONSTRUCTION CONTRACT AGREEMENT THIS AGREEMENT, made this 9 h day of August, 2000, by and between the County of Pitkin, Colorado, a Colorado home-rule county, (hereinafter called the "County") and Cookey's Mechanical, Inc. (hereinafter called the "Contractor"). RECITALS A. The County intends to install the Pitkin County Courthouse HVAC System, hereinafter called the "Project", in accordance with the terms and conditions outlined in the Contract Documents and the associated Plans and Specifications. / B. Contractor's Proposal was the most responsive bid. NOW, THEREFORE, the County and the Contractor, for the considerations hereinafter set forth, agree as follows: 1. The Contractor agrees to furnish all supervisory labor, materials, equipment, tools, and services necessary to complete in a workmanlike manner all tasks required within the scope of work for the completion of the Project, in strict compliance with the contract documents herein mentioned,which are made a part of this Contract. 2. Contract Time and Liquidated Damages. Work under this Agreement shall be commenced by August 14, 2000, and shall be substantially completed by December 15, 2000, and punchlist completed fifteen (15) days thereafter, or the Contractor hereby agrees to pay County Liquidated Damages for delay (and not as a Penalty) in the amount of $250 per calendar day for each day or part of a day the Project is not completed by the completion date here established. The parties agree that actual damages for delay in completion is difficult or impossible to accurately estimate at this time, that the sum stated is a reasonable forecast of fair compensation for the anticipated damages for delay and that they genuinely intend to liquidate such damages. 3. Subcontractors. The Contractor agrees to bind every subcontractor by the terms of the Contract Documents. The Contract Documents shall not be construed as creating any contractual relationship between the subcontractor and the County. 4. Payment. The County agrees to pay, and the Contractor agrees to accept, in full payment for the performance of this Contract, the total price of Nine Hundred Sixty Seven Thousand One Hundred Forty Eight Dollars ($967,148.00) in accordance with the Contract Documents,subject to increase or decrease in accordance with the provisions of the Contract Documents. 5. Payment Procedures: 1 A. Contractor shall submit applications for payment in accordance with the General Conditions. Project Manager as provided in the General Conditions will process applications for payment. B. County shall make progress payments on account of the Contract Price on the basis of Contractor's applications for payment, as recommended by Project Manager, within forty-five (45) days of County's approval of Contractor's pay request. All progress payments will be on the basis of the progress of Project measured by the schedule of values provided for in the General Conditions. (1) If Contractor is satisfactorily performing this agreement, progress payments shall be in an amount equal to ninety (90) percent of the calculated value of any work completed, less the aggregate of payments previously made until fifty (50) percent of the work required by this agreement has been performed. Thereafter, unless a different arrangement is provided for in Special Conditions for contracts less than $80,000.00, County shall pay all remaining progress payments without retaining additional funds, if, in the opinion of the Project Manager and County, satisfactory progress is being made on the Project. If, in the opinion of the Project Manager and County, satisfactory progress is not being made on the Project, or if claims are filed under Section 38-26-107, Colorado Revised Statutes, as amended, County may retain such additional amounts as County may deem necessary to assure completion of the Work or to pay such claims and any Project Manager's and attorney's fees reasonably incurred or to be incurred by County in defending or handling such claims. The withheld percentage of the Contract Price shall be retained until the Project is completed satisfactorily and finally accepted by County in accordance with the provisions of the Contract Documents. Progress payments shall not constitute final acceptance of the Work. (2) Payments will not be made for materials stored off-site (unless otherwise provided by Addendum or Change Order) but will be made for materials stored on-site. Contractor will remain responsible for security of the materials and the replacement.at Contractor's sole cost of materials lost, damaged, destroyed or stolen. C. County shall make final payment, including release of retainage, to Contractor as recommended by Project Manager, and in accordance with the Contract Documents and Section 38-26-107, C.R.S. and Section 24-91-103, C.R.S. 6. Contract Documents. The Contract consists of the documents listed below and references to Contract, Contract Documents, or Agreement includes all such documents. In the event that any provision of one Contract Document conflicts with the provision of another, the provision in the Contract Document listed first below shall govern,except as otherwise specifically stated. A. Pitkin County Construction Contract Agreement; B. County Required Clauses; C. Request for Proposal; D. Proposal; E. Notice of Award; F. Notice to Proceed G. Project Drawings and Specifications; H. General Conditions; I. Special Conditions: 2 7. Authority and Responsibility of the Project Manager. All work shall be done under the general supervi- sion and direction of the Project Manager or his/her designee. The Project Manager shall decide any and all questions which may arise as to the quality and acceptability of materials furnished, work performed, rate of progress of the work, interpretation of the Contract, change orders (within the limits of her authority) and all other questions as to the compliance with the Contract on the part of the Contractor. B. 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 or because of any of the terms or conditions herein contained. 9. Waiver. No waiver by either party of any right, term or condition of the Contract Documents shall be deemed or construed as a waiver of any other right, term or condition, nor shall a waiver of any breach hereof be deemed to constitute a waiver of any subsequent breach, whether of the same or of a different provision of the Contract Documents. 10. Waiver of Presumption. This Agreement was negotiated and reviewed through the mutual efforts of the parties hereto and the parties agree that no construction shall be made or presumption shall arise for or against either party based on any alleged unequal status of the parties in the negotiation, review, or drafting of this Agreement. 11. Authorized Representative. The undersigned representative of Contractor, as an inducement to the County to execute this Agreement, represents that he/she is an authorized representative of Contractor for the purposes of executing this Agreement and that he/she has full and complete authority to enter into this Agreement on behalf of Contractor. 12. Contractor's Representations. A. In order to induce County to enter into this Agreement, Contractor makes the following representations: (1) Contractor has familiarized himself with the nature and extent of the Contract Documents, work, locality, and with all local conditions and federal, state, and local laws, ordinances, rules and regulations that in any manner may off ect cost, progress, or performance of Project. (2) Contractor has carefully studied the site and has performed all necessary investigations, tests, subsurface investigations to define the latent physical conditions of the construction site affecting cost, progress, or performance of Project. (3) Contractor has made or caused to be made examinations, investigations, and tests and studies of such reports and related data as he deems necessary for the performance of Project at the Agreement Price, within the Contract time,and in accordance with the other terms and conditions of the Contract Documents; and 3 no additional examinations, investigations, tests, reports, or similar data are or will be required by Contractor for such purposes. (4) Contractor has correlated the results of all such observations, examinations, investigations, tests,reports and data with the terms and conditions of the Contract Documents. (5) Contractor has given Project Manager written notice of all conflicts, errors, or discrepancies that he has discovered in the Contract Documents, and the written resolution thereof by Project Manager is acceptable to Contractor. 13. County's Representations. A. County makes the following representations: (1) Authority exists in the law and County has budgeted, appropriated and otherwise made available funds equal to,with a sufficient unencumbered balance thereof remains available, for payment of or in excess of the Agreement Price. (2) County, by issuing any Change Order or other form of order or directive requiring additional compensable work to be performed by Contractor, which work causes the aggregate amount payable under the Agreement to exceed the amount appropriated for the original Agreement Price, represents to Contractor, that lawful appropriations to cover the costs of the additional work have been made. 14. Miscellaneous. A. Terms used in this Agreement, which are defined in Part 1 of the General Conditions,shall have the meanings indicated in the General Conditions. B. If any term, section, or other provision of the Contract Documents shall, for any reason, be held to be invalid or unenforceable, the invalidity or unenforceability of such term,section, or other provision shall not affect any of the remaining provisions of the Contract Documents, and to this end, each term,section and provision of the Contract Documents shall be severable. C. None of the remedies provided to either party under the Contract Documents shall be required to be exhausted or exercised as a prerequisite to resort to any further relief to which such party may then be entitled. Every obligation assumed by, or imposed upon, either party hereto shall be enforceable by any appropriate action, petition or proceeding at law or in equity. In addition to any other remedies provided by law, the Contract Documents shall be specifically enforceable by either party. D. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of, which shall constitute one and the some document. E. Unless otherwise expressly provided, any reference herein to days shall mean calendar days. All times stated in the Contract Documents are of the essence. 4 IN WITNESS WHEREOF, the parties have made and executed this Agreement. COUNTY OF PITKIN,COLORADO Cookey's Mechanical, Inc. Shellie Roy-Harper, Chairperson Richard Reigles 530 East Main Street, 3r' Floor 581 N. Commercial Drive Aspen, Colorado 81623 Grand Junc C 81505 Date; dao Randy Cucuiat/ resident 581 N. Comm cial Drive U fITT�ST: Grand Junction, CO 81505 Jea tte Jones, Depi y County Clerk APPROVED AS TO FORM: MANAGER APPROVAL: John Ely, County Attorney Su' Koncha ,County Manager RECOMMENDED FOR APPROVAL: Temple Gln Bier, P jec6l anager Brian Pettet, Deputy Public Works Director 5 i (Revised July 6,1999) 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: I. COMPLIANCE WITH PROCUREMENT CODE AND APPLICABLE STATE CONTRACTING LAW A. The contractor acknowledges that this Agreement is entered into subject to the requirements of the "Pitkin County Procurement Code," (Section 8.5 of the Pitkin County Home Rule Charter, 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 c 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 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 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 Contractor for the purpose of securing business. B. Gratuities Prohibited. The Contractor agrees not to give any employee or former employee of Pitkin Countv 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, 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 Contract or Subcontract,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 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 subcontractor or any person associated therewith,as an inducement for the award of a subcontract or order. The Contractor is prohibited from inducing,by any means,any person employed under this Contract to;ive 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. G. Conspicuously means written in such special or distinctive formal,print,or manner that a reasonable person against whom it is to operate ought to have noticed it. H. Remedies. In addition to other remedies it may have for breach of the prohibitions against contingent fees,gratuities,kickbacks and conflict of interest,the County shall have the right to: (1) Terminate this 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/MBEiWBE) 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(DML1M13EfWBE). B. In connection with the execution and administration of this Contract, 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 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. 6 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 Countv which exceed Fifty-Thousand(550,000.00)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 nondiscriminatiorvaffirmative 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 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 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 Contractor shall 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 Contractor the amount as determined. E. Termination Settlement. Subject to Paragraph 4.D.,the Contractor and County may negotiate the whole or any part of the amount or amounts to be paid, 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. 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 7 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. This Contract constitutes the full and complete agreement of the panics 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 525.000,no Coumv 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 modifv 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 lia- bility 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,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 anv 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 pan, 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 Workers'Compensation: Colorado statutory minimums (2) Commercial General Liability-ISO 1996 Form or equivalent 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: X_Premises/Operations Underground,Explosion&Collapse Hazard X Products/Completed Operations 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) $1,000,000.00 Coverage to include: _X_Any Auto _All Owned Autos _Hired Autos —Non-Owned Autos _Garage Liability (4) Special Coverages(check as appropriate): X (1)Performance Bond _100%of contract, Labor and Material Payment Bond _100%of contract- _(2)Professional Errors and Omissions _(3)Aircraft Liability _(4)Owner's Protective _(5)Builder's Risk amount of prgiect _(6)Boiler and Machinery _(7)Loss of Use Insurance 8 _(8)Pollution Liability �(9)Crime,including Employee Dishonesty Coverage,or Fidelity Bond B. To provide evidence of the required insurance coverages,copies of Certificates of Insurance in a form acceptable to the County shalt 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 Certifi- cates 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 Certificates of Insurance, the Contractor shall 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 Certificates of 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. (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. S. EXEMPTIONS AND 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 95-02624 and 84-78000-5K. B. Pursuant to state statute and to theextent 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 1-08,which provides that all laborers shall be bona ride 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 accouming 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. 9 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. Governmentallmmunity 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.sue.,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 lot 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. 10