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HomeMy WebLinkAboutresolution.council.027-08RESOLUTION # ~ 1 (Series of 2008) A RESOLUTION APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN, COLORADO, AND INTEGRATED WATER SERVICES SETTING FORTH THE TERMS AND CONDITIONS REGARDING WATER PLANT CLARIFIER COVER CONSTRUCTION AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT WHEREAS, there has been submitted to the City Council a contract between the City of Aspen, Colorado, and Integrated Water Services , a copy of which contract is annexed hereto and made a part thereof. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO: Section 1 That the City Council of the City of Aspen hereby approves that contract between the City of Aspen, Colorado, and Integrated Water Services regarding Clarifier covers, a copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Manager of the City of Aspen to execute said contract on behalf of the City of Aspen. Dated: , ~S . ~~~ Michael C. Ir~tand, Mayor I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held ~ t~ ~~ K S. och, City Clerk AGREEMENT FOR PROFESSIONAL SERVICES This Agreement made and entered on the date hereinafter stai:ed, bet, ePn the CITY OF ASPEN, Colorado, ("City") and INTEGRATED WATER SERVICES. ("Professional"). For and in consideration of the mutual covenants contained herein, he p<a-ties agree as follows: Scope of Work. Professional shall perform in a competent and i~refessional manner the Scope cf Work as set forth at Exhibit "A" and Exhibit "B" attached hereto; ~ nd by this rc`erence incorporated herein. Completion. Professional shall commence work immediately upon receipt of a written Notice to Proceed from the City and complete all phases of the Scope of Work as expeditiously as is consistent with professional skill and care and the orderly rrogress a= the Wcrk in a timely manner. The parties anticipate that all work pursuant to this agreement shall be completed uo later than JUNE 15~, 2008. Upon request of the City, Professional shall submit; for the City's approval, a schedule for the performance of Professional's sen~ces which shall be adjusted as required as the project proceeds, and which shall include allowances for periods of time required by the City's project engineer for review and approval of submissions a-rd for appr.;vals of authorities having jursdiction over the project. This schedule, when approved k 7 the ^~it}, s~iall not, except for reasonable cause, be exceeded by the Professional. Pa in consideration of the work performed, City shall par Professional er~-a tune-and-ex for all work performed. T"~'~~..-'.. -~'~~ F - ..,~-'- =,t~ed-~•,.,-Pra€ass£onal g'~~et-e}; ~ ~ . °~xrept rs o~herwise mutually a,~•eed to by the parties the payments made to Professional shall nc4 iuitialh~ exceed EIGHTY FOUR THOUSAND SIX HUNDRED FOUR DOLLARS ($84,bJ4.00). Prolcssi.onal shall submit, in timely fashion, invoices for work performed. The City shall review such invoices and, if they are considered incorrect or untimely, the City shall review the metier with Professional vriiY;in ten days from receipt of the Professional's bill. Non-Assignability. Both parties recognize that this contract is one for personal services and cannot be transferred, assigned, or sublet by either party without prior written consent of the other. Sub-Contracting, if authorized, shall not relieve the Professloaal of env of the responsibilities or obligafions under this agreement. Professional shall bE, ;r-d ren--gun solely r+sponsible to the City for the acts, errors, omissions or neglect of any sui,caatracto.:, ~.+fficers, agents and employees. each of whom shall, for this purpose be deemed to be an agen. or e_rployee of the Professional to the extent of the subcontract. T:re City shall not be obiQated to pay or be liable for payment of any sums due which may be dne to any sub-contractor. Termination. The Professional or the City may terminate this agreement, without specifying the reason therefor, by giving notice, in writing, addressed to the ataer parh.^, spvcify~mg PSI-4'l.doc Paee 1 the effective date of the termination. No fees shall be earned after the effective date of the termination. Upon any termination, all finished or unfmished documents, d~ <<, studies, ~urvevs, drawings, maps, models, photographs, reports or other material prepared bo the Professional pursuant to this Agreement shall become the property of the City. Notwithstanding the above, Professional shall not be relieved of any liability to the City for damages sustained by the City by virtue of any breach of this Agreement by the Professional, and the City may urithhold any payments to the Professional for the purposes of set-off until such time as t'ae exact :~rnount of damages due the City from the Professional maybe determined. Covenant Against Contingent Fees. The Professional warrants that s/he has not emplo~/ed or retained any company or person, other than a. bona fide empla_•ee working for the Professional, to solicit or secure this contract, that s/fte has not paid or agreed to pay am, rompany or person, other than a bona fide employee, any fee, comunission, percentage, b-ok:erage fee. gi}ts or any other consideration contingent upon or resulting from the award or making of this contract. Independent Contractor Status. It is expressly acknowledged and understood by the parties that nothing contained in this agreement shall result in, or be construed as establishing an employment relationship. Professional shall be, and shall perform as, an inde:pendei~I Ccntract.or who agrees to use his or her best efforts to provide the said services on behalf c=the City. Pdo agent, employee, or servant of Professional shall be, or shall be deemed to be, the employee, agent or servant of the City. City is interested only in the results obtained under this ccrtract. The manner and means of conducting the work aze under the sole control of Professional. [v one of the benefits provided by City to its employees including, but not limited to, workers' compensation irsurance and unemployment insurance, are available from City to the employees, <Lents cr se~~ants of P'rofessionzl. Professional shall be solely and entirely responsible for its acts and for the acts of Professional's agents, employees, servants and subcontractors during the performance of this contract. Professional shall indemnify City against all liability and loss in connection with, and shall assume full resn_onsibility for payment of all federal; state and local ta::es o; contributions imposed or required under unemployment insurance, social security and income tzx law, w^th respect to Professional and/or Professional's employees engaged in the performance of the services agreed to herein. Indemnification. Professional agrees to indemnify and hold harmless the .ity, its officers, employees, insurers, and self-insurance pool, from and against all Lability, claims, and demands, en account of injury, loss, or damage, including without limitation. claims arisi~~g from bodily injury, person€1 injury, sickness, disease, death, property loss or damage, o~ any o'dter loss of any kind whatsoever, which arise out of or aze in any manner connected with this contract, if such injuy, loss. or damage is caused in whole or in part by, or is claimed to be caused hr whole or in part by, the act, omission, error, professional error, mistake, negligence, or other fault. of the Professional, any subcontractor of the Professional, or any officer, employee, representative, or agent of the Professional or of any subcontractor of the Professional, or w~ni;;lt arises our of anv workmen's compensation claim of any employee of the Professional or of any employee of any subcontractor of the Professional. The Professional agrees to investigate, handy:. respond tc:~, and to provide defense for and defend against, any such liability, claims or demands ac ?he sole expense of the Professional, or at tUe option of the City, agrees to pay the City or reimb~sse the Cit} for the PS1-971.doc Page 2 defense costs incurred by the City in connection with, any such liability. claims, or demands. If it is detemuned by the final judgment of a court of competent jurisdiction that such injury, loss, or damage was caused in whole or in part by the act, omission, or other fault of the City. its officers, or its employees, the City shall reimburse the Professional for the portion of the jrderrrent attributable to such act, omission, or other fault of the City, its officers, or employees. Professional's Insurance. (a) Professional agrees to procure and. maintain, at its own expense, a policy or policies of insurance sufficient to insure against all liability, elaims, demands, and other obligations assumed by the Professional pursuant to Section 3 above.:iuch irsurance shall be in addition to any other insurance requirements imposed by this contract or by law. The Professional shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to Section 8 above by reason of its failure to procure or maintain insurance, or by mason of its failure to procure or maintain insurance in sufficient amounts, duration, or ty ties. (b) Professional shall procure and maintain, and shall •cause an~~ subcontractor of the Professional to procure and maintain, the minimum insurance coverages listed below. Such coverages shall be procured and maintained with forms and insurance acceptzble to the {'ih~. All coverages shall be continuously maintained to cover all liability, claims. demands, and of,er obligations assumed by the Professional pursuant to Section 8 above. In the case of any claims- made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. (i) Workers' Compensation insurance to cover obligations imposed by applicable laws for zny employee engaged in the performance of work under this contract, aad Employers' Liability insurance with minimum limits of FIVE HUNDI{rD THOUSAND DOLLARS ($500,000.00) for each accident, FNE HUNDRED THOUSAND DOLLARS ($500,000.00) disease - policy limit, and FIVE HUNDRED THOUSAND DOL LARS ($500,000.00) disease -each employee. Evidence of qualified self-insured state ,may be suhstitured for the Workers' Compensation requirements of this paragraph. (ii) Commercial General Liability insurance with minimum combined single limits of ONE MILLION DOLLARS ($1,000,000.00) each occurrence and ONE MILLION DOLLARS (11,000,000.00) aggregate. The policy shall be applicable to all prom ses and operations. The policy shall include coverage for bodily injury, broad fv:m. property damage (including completed operations), personal injury (including coverage 2or contractual and employee acts), blanket contractual, independent contractors,. producs, and completed operations. The policy shall contain a severability of interests provision. (iii) Comprehensive Automobile Liability insurance w2th r~in.imum combined single limits for bodily injury and property damage of not less fih<,u ONE 1~iLLION DOLLARS ($1,000,000.00) each occurrence and ONE MILLION DO~~LARS ($1.000,00- 0.00) aggregate with respect to each Professional's owned, hired and nan-owned vehicles assigned to ar used in performance of the Scope of Work. The policy shall contain a severability of interests provision. If the Professional has no ov~.ned autemebi~es. the PS1-971.doc Page 3 requirements of this Section shall be met by each employee of the Prossional providing services to the City under this contract. (iv) Professional Liability insurance with the minimum limits of ONE MILLION DOLLARS ($1,000,000) each claim and ONE MILLION DOLLARS ($1,000,000) aggregate. (c) The policy or policies required above shall be encorsed to include the City and the Cit~%s officers and employees as additional insureds. Every policy required above shall be primazy insur- ance, and any insurance carried by the City, its officers or employees, or car::ed by or provided through any insurance pool of the City, shall be excess and not contributor} insurance to that provided by Professional. No additional insured endorsement to the policy required a.bo~-e shall contain any exclusior. for bodily injury or property damage arising from comp] e:ed operations. The Professional shall be solely responsible for any deductible losses under any policy required abo~~e. (d) The certificate of insurance provided by the City shall be completed by the Professional's insurance agent as evidence that policies providing the required coverages. condi- tions, and minimum imits are in full force and effect, and shall be reviewed and approved by the City prior to commencement of the contract. No other form of certificate shah be used. The certifi- cate shall identify this contract and shall provide that the coverages afforded under the policies shall not be canceled, terminated or materially changed until at least thirty (30) days prior written notice has been given to the City. (e) Failure on the part of the Professional to procure or maintain pehcies providing the required coverages, conditions, and minimum limits shall constitute a material breach of contract upon which City may immediately terminate this contract, or at its discretion City may procure or renew any such policy or any extended reporting period thereto and may pay err: and all premiums in connection therev~zth, and all monies so paid by City shall be repaid by Professional tc Cty upon demand, or City may offset the cost of the premiums against monies due to Prof essioral from City . (f) City reserves the right to request and receive a certified copy of any policy and any endorsement thereto. (gj The parties hereto understand and agree that City is relying on, ar_d does not waive or intend to waive by any provision of this contract, the monetary limitations (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, Section 24-10-101 et ,reg., C.R.S., as from time to time amended, or otherwise available to City, its officers, or its employees. City's Insurance. The parties hereto understand that the City is a member of the Colorado Intergovernmental Risk Sharing Agency (C]P.SA) and as such participates in the CIRSA Property,'Casualty Pool. Copies of the CIRSA policies and manual are kept at the City of Aspen Finance Department and are available to Professional for inspectio~tt during normal business hours. City makes no representations whatsoever with respect to specific coverages offered by CIRS9. PS1-971.doc Page 4 City shall provide Professional reasonable notice of any changes in its memberslip or participation in CIRSA. Completeness of Agreement. It is expressly agreed that this agreement contains the entire undertaking of the parties relevant to the subject matter thereof and there aze no verbal or written representations, agreements, warranties or promises pertaining to the project mattes thereof not expressly incorporated in this writing. Nctice. Any written notices as called for herein ma} be hand delivered to the respective persons and/or addresses listed below or mailed by certified mail return receipt requested, to: Cih,': City Manager City of Aspen 130 South Galena Street Aspen, Colorado 81611 Professional: Ncn-Discrimination. No discrimination because of race, colcr. creed, sex. marital status, affectional or sexual orientation, family responsibility, national origin, ancestry, handicap, or religion shall be made in the employment of persons to perform services ender this contract. Professional agrees to meet all of the requirements of City's municipal cede, Section 13-?8, pertaining to non-discrimination in employment. Waiver. The waiver by the City of any term, covenant, or condi*.icn hereof shall not operate as a waiver of any subsequent breach of the same or any other teen. No term, covenant, or condition of this Agreement can be waived except by the written consent of the City, and forbearance or indulgence by the City in any regazd whatsoever shall not constit~z±e a waiver of a=rv teen, covenant, or condition to be performed by Professional to which the same may apply and, until complete per-fovmance by Professional of said term, covenant or condiYu;n, the City shall be entitled to invoke any remedy available to it under this Agreement or by law despite any such forbearance or indulgence. Execution of Agreement by City. This agreement shall be bircing upon all parties hereto and their respective heirs, executors, administrators, successors, 2nd assigns. Norivith- standing anything to the contrary contained herein, this agreement shall not be binding upon the City unless duly executed by the Mayor of the City of Aspen (or a duly authorized official in his absence) following a Motion or Resolution of the Council of the City of Aspen authori;<ing the Mayor (or a duly authorized official in his absence) to execute the same. 16. IllepaJ Alienc-CRS 8-17 5-101 & 24-~6.5-101. a. Purpose. During the 2006 Colorado legislative session, the Legislature passed House Bills 06-1343 (subsequently amended by HB 07-1073) and U5-102_ that added new statutes relating to the employment of and contracting with illegal aliens. These new PSI-971.doc Page F laws prohibit all state agencies and political subdivisions, including the City of Aspen, from knovi~ingly hiring an illegal alien to perform work uttder a contact, or to kn.>wingly contract with a subcontractor who knowingly hires with an illegal a?ien to perform work under the contract. The new laws also require that all conrracts ibr. services include certain specific language as set forth in the statutes. The following terms and conditions have been designed to comply with the requirements of this ne~,v law. b. Defrnitions. The following terms aze defined in the new law and by this reference are incorporated herein and in any contract `or services enured inro with the City of Aspen. "Basis Pilot Program'' means the basic pilot employment v~~ri;lcation lrrogram created in Public Law 208, 104th Congress, as amended, and exparded in Public Law 156, 108th Congress. as amended, that is administered by the United States Derartment of Homeland Security. ``Public Contract for Services" means this Agreement. "Services" means the furnishing of labor, time, or effort b~ a Contractor cr a subcontractor not involving the delivery of a specific end product otl er than reports that are merely incidental to the required performance. c. By signing this document, Professional certifies-and represents that at this time: (i) Professional sha(I confirm the employment eligibility of nit employees who aze newly hired for employment in the United States; and (i%) Professional has participated or attempted to participate in the Basic Pilot Program in order to verify that new employees are not employ ulegal aliens. d. Professional hereby confirms that: (i) Professional shall not knowingly employ or contract ne~o, employees without confirming the employment eligibility of all such employees hired €or employment in the United States under the Public Contract for Services. (ii; Professional shall not enter into a contract with a subcontractor that fails to confirm to the Professional that the subcontractor shall not nowingly hire new employees without confirming their employment eligibility fos employment in the United States under the Public Contract for Services. (iii) Professional has verified or has attempted to verify through participation in the Federal Basic Pilot Program that Professional does not employ any new employees who aze not eligible for employment in the Lt;ited States and if Professional has not been accepted into the Federal Basic Pilot Program prior to PS1-971.doc Page 6 entering into the Public Contract for Services, Professional stall forthwith apply to participate in the Federal Basic Pilot Program and shall in vr~iting vzrify such application within five (5) days of the date of the Public Contract. Professional shall continue to apply to participate in the x'ederal Basic Pilo' Progrann and shall in writing verify same every three (3) calendar months thereafter, until Professional is accepted or the public contract for services l:as been rompleted, whichever is earlier. The requirements of this section shall rot be required or effective if the Federal Basic Pilot Program is discontinued. (iv) Professional shall not use the Basic Pilot Program procedures to undertake pre-employment screening of job applicants while the Public Contract for Services is being performed. (v) If Professional obtains actual knowledge that a subcontractor performing work under the Public Contract for Services knowingly employs ar contracts with a new employee who is an illegal alien, Professional shall: (1) Notify such subcontractor and the City of Aspen within three days that Professional has acYaal knowledge that the subcontractor has newly employed or contracted wah an illegal alien; and (2) Terminate the subcontract with the su^contractor i' within three days of receiving the notice required ptrrsuant to this section the subcontractor does not cease empoying or contrac~ing with the new employee who is an illegal alien; except that Professional shall not terminate the Public Contract for Services with the subcontractor if during such three days the subcontractoz provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. (vi) Professional shall comply with. any reasonable reques~. by the Colorado Department of Labor and Employment made in-the course of an investieation that the Colorado Department of Labor and Employment undertalcc~s or is uncirrtaking pursuant to the authority established in Subsection 8-17.5-102 (:>l, C.R.S. (vii) If Professional violates any provision of the Public Contract for Services pertaining to the duties imposed by Subsection 8-17.~-102, C.R.S. the City of Aspen may terminate the Public Contract for Services. If the Public Contract for Services is so terminated, Contractoz shall be liable for aetaa! and conse~luential damages to the City of Aspen arising out of ProfessionaPs violation of Subsection 8-17.5-102, C.R.S. (ix) If Professional operates as a sole proprietor, Professional hereby swears or affirms under penalty of perjury that the Professional (1) is a c itizen of th United StKltes or otherwise lawfully present in tb.e United States lrarsuant to federal PS1-971.doc Page 7 law,(2) shall comply with the provisions of CRS 24-76.5-101 et seq., and (3) shall produce one of the .forms of identification required by CRS :'4-?6.5-103 prior to the effective date of this Agreement. 17. Genera: Terms. (a) It is agreed that neither this a~eement nor any of its ternrs, crovisions, conditions, representations or covenants can be modified, changed, terminated i r amended. ~,vaived, superseded or extended except by appropriate written instrument fully executed ~}' the parties. (b) If any of the provisions of this agreement shall. be held invalid, illegal or unenforceable it shall not affect or impair the validity, legality or enforceability of anv other provision. (c) The parties acknowledge and understand that there are no conditions or limitations to this understanding except those as contained herein at the tame of .Ire execution hereof and that after execution no alteration, change or modification shall be rnade except upon a writing signed by the parties. (d) This agreement shall be governed by the laws of the State of Colorado as from time to time in effect. Ilv WITNESS WHEREOF, the parties hereto have executed, or caused ro be executed by their duly authorized officials, this Agreement in three copies each of which shall be deemed an orginal on the date hereinafter written. [SIGNATURES ON FOLLOWING PAGE] PSI-971.doc Page 8 ATTESTED BY: WITNESSED BY: ,/ By: Title: Date: OF ASPEN, COLORADO. PROFESSIONAL: By: ~1 ~'~~ ~lv/h~ -- Title: V }? ~s; ncSS L~,x~~E~-~ Date: ~~iS~~.~ PS1-971.doc Page 4 EXHIBIT "A" to Professional Services Agreement Scope of Work SCOPE OF WORK • Mobilization • Removal and disposal of fence on top of existing clarifier walls • One mobilization and operation of crane or boom truck • Construct Two 75 foot diameter FRP covers on top of clarifiers • Site Clean-up CONDITIONS/EXA.CL.USIONS • Construction site must be dry and adequate access must be provided in order to construct covers. Snout removal during construction will be charged on a time and materials basis. • All materials are to be provided by the City of Aspen. IWS does not warrant or guarantee any materials. Additional materials required that are riot provided by the City of Aspen will be charged on a cost plus 15% basis. • Delays due to materials shortages or weather will be charge9 on a time and materials basis. • Unforeseen site conditions not anticipated due to snow cover ae time of site visit may result in additional cost. • Ali 'randscaping, seeding, concrete and asphalt resurfacing to be srorided by others. • A manlift is nat included in cost and is assumed to be unnecessary. • Fsonding is not included in price. A bond may be issued fog additional cost depending on City of Aspen requirements. • Cost assumes that materials will be stockpiled within 70 feet of rlarifiers. • Electrical power supplied by owner. • Proposal assumes DEI to supply rep during installation. • Permits, if required, to be obtained by others. • Rerouting of utilities is not included and will result in additional cost. • Cost assumes that mid-section is supported by temporan,~ framing support constructed on man-way at pump location. • Payment terms are Net 30 • Proposal is valid for 30 days from date of proposal above PSI -971.doc Page IO Exhibit "B" to Professional Services Agreement Rates N!A PS1-971.dor Page ll EXHIBIT "B" to Professional Services Agreeanettt Rate Schedu~e N/A PS1-971.doc Page 12 Proposal For: CONSTRUCTION SERVICES CITY OF ASPEN WATER DEPARTMENT CLARIFIER COVER INSTALLATION Submitted to: Charles 0. Bailey Submitted by: Integrated Water Services, Inc. P.O. Box 9570 Avon, CO 81620 Integrated er+nces; nc. January 2, 2008 City of Aspen Clarifier Cover Construction INTRODUCTION Integrated Water Services, Inc. is pleased to present this proposal to construct two clarifier covers for the City of Aspen Water Department. Integrated Water Services (IWS) specializes in engineering and constructing water and wastewater solutions for camps, residential communities, commercial properties, public entities and municipalities. This proposal is based on preliminary information prepared by DEI Systems, Inc. in addition to a site visit in December, 2007. We have made some assumptions in the preparation of this proposal in areas where detail and specifications were not provided. SCOPE OF WORK • Mobilization • Removal and disposal of fence on top of existing clarifier walls • One mobilization and operation of crane or boom truck • Construct Two 75 foot diameter FRP covers on top of clarifiers • Site Clean-up LUMP SUM PRICE OF SCOPE OF WORK: $84,604.00 Lump Sum Price is contingent upon changes in scope of work, unforeseen conditions, as well as unforeseen design or material modifications. CONDITIONS • Construction site must be dry and adequate access must be provided in order to construct covers. Snow removal during construction will be charged on a time and materials basis. • All materials are to be provided by the City of Aspen. IWS does not warrant or guarantee any materials. Additional materials required that are not provided by the City of Aspen will be charged on a cost plus 15% basis. • Delays due to materials shortages or weather will be charged on a time and materials basis. • Unforeseen site conditions not anticipated due to snow cover at time of site visit may result in additional cost. INTEGRATED WATER SERVICES, INC. 2 City of Aspen Clarifier Cover Constriction • All landscaping, seeding, concrete and asphalt resurfacing to be provided by others. • A manlift is not included in cost and is assumed to be unnecessary. • Bonding is not included in price. A bond may be issued for additional cost depending on City of Aspen requirements. • Cost assumes that materials will be stockpiled within 70 feet of clarifiers, • Electrical power supplied by owner. • Proposal assumes DEI to supply rep during installation. • Permits, if required, to be obtained by others. • Rerouting of utilities is not included and will result in additional cost. • Cost assumes that mid-section is supported by temporary framing support constructed on man-way at pump location. • Payment terms are Net 30 • Proposal is valid for 30 days from date of proposal above We appreciate being considered for this work and look forward to working with you on this project. Please feel free to contact me at your convenience if you have questions or need more information. Sincerely, '~.~<, !~ Jeff Thomas, Partner Integrated Water Services, Inc. Tel: 720-221-4366 INTEGRATED WATER SERVICES, INC.