HomeMy WebLinkAboutresolution.council.019-22 RESOLUTION 019
(Series of 2022)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN
AND MOUNTAIN ROLL-OFFS, INC. AND AUTHORIZING THE CITY
MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY
OF ASPEN, COLORADO.
WHEREAS, there has been submitted to the City Council a contract for city
wide waste and recycling services, between the City of Aspen and Mountain Roll-
Offs, Inc. (d/b/a Mountain Waste & Recycling), a true and accurate copy of which
is attached hereto as Exhibit "A";
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ASPEN, COLORADO,
That the City Council of the City of Aspen hereby approves that Contract
for city wide waste and recycling services, between the City of Aspen and
Mountain Roll-Offs, Inc. (d/b/a Mountain Waste & Recycling) a copy of which is
annexed hereto and incorporated herein and does hereby authorize the City
Manager to execute said agreement on behalf of the City of Aspen.
INTRODUCED, READ AND ADOPTED by the City Council of the City of
Aspen on the 22 day of February 2022.
7YVk,
Torre, Mayor
I, Nicole Henning, 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, February 22, 2022.
_11'qu
Nicole Henning, City Clerk
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CITY OF ASPEN STANDARD FORM OF AGREEMENT CITY OFA,SPEN
TRASH AND RECYCLING SERVICES
City of Aspen Contract No.:2021-273.
AGREEMENT made this 1 day of March, in the year 2022.
BETWEEN the City:
Contract Amount:
The City of Aspen
c/o Liz Chapman
427 Rio Grande Place Total shall not exceed: $ 845,730*
Aspen,Colorado 81611 *for 5-year contract and excluding on call
Phone: (970)429-1831 services
If this Agreement requires the City to pay
And the Contractor: an amount of money in excess of
$50,000.00 it shall not be deemed valid
Mountain Roll-Offs,Inc.dba until it has been approved by the City
Mountain Waste&Recycling Council of the City of Aspen.
c/o Douglas Goldsmith City Council Approval:
1058 County Road 100
PO BOX 999 Date:
Carbondale,CO 81623
Phone:970-963-3435 Resolution No.:
For the Following Project:
City Wide Waste and Recycling Services
Exhibits appended and made a part of this Agreement:
Exhibit A: Scope of Work.
Exhibit 13: Fee Schedule.
The City and Contractor agree as set forth below.
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1. Scope of Work. Contractor shall perform in a competent and professional manner the Scope
of Work as set forth at Exhibit A attached hereto and by this reference incorporated herein.The City
hereby grants the exclusive right and privilege to Contractor to perform all of the services at the
locations set forth in Exhibit A. Notwithstanding anything herein to the contrary: (a) Contractor
shall have no obligation to collect any material which is or contains, or which Contractor
reasonably believes to be or contain,radioactive,volatile,corrosive,highly flammable,explosive,
biomedical, infectious,biohazardous,toxic or hazardous material as defined by applicable federal,
state or local laws or regulations ("Excluded Waste"); (b) if Contractor finds what reasonably
appears to be discarded Excluded Waste, Contractor shall promptly notify the City and the
producer of the Excluded Waste, if the producer can be readily identified; and (c) title to and
liability for any Excluded Waste shall remain with the producer of the Excluded Waste, even if
Contractor inadvertently collects or disposes of such Excluded Waste.
2. Completion. Contractor 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 progress of the Work in a timely manner.The parties
anticipate that all Work pursuant to this Agreement shall be completed no later than March 1 2027.
Upon request of the City, Contractor shall submit, for the City's approval, a schedule for the perfor-
mance of Contractor's services 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 and for approvals of authorities having jurisdiction over the project. This
schedule, when approved by the City, shall not, except for reasonable cause, be exceeded by the
Contractor.
3. Payment. In consideration of the work performed, City shall pay Contractor on a time and
expense basis for all work performed. The ley rates for work performed by Contractor shall not
eeea t4ie a hourly fates se be governed by the payment structures set forth at Exhibit A and/or
Exhibit B appended hereto.Except as otherwise mutually agreed to by the parties the payments made
to Contractor shall not initially exceed the amount set forth above. Contractor 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 matter with Contractor within ten days from receipt
of the Contractor's bill.
Notwithstanding anything herein to the contrary, Contractor may pass through and the City shall
pay to Contractor any documented increases in disposal fees, increases in Contractor's costs due
to changes in local, state or federal rules, ordinances or regulations applicable to Contractor's
operations or the services provided hereunder,and any increases in and newly imposed taxes, fees
or other governmental charges assessed against or passed through to Contractor(other than income
or real property taxes).
4. Non-Assi ang bilit_y. Both parties recognize that this Agreement is one for personal services
and cannot be transferred,assigned,or sublet by either party without prior written consent of the other,
unless such assignment by Contractor is to an affiliated entity or subsidiary of Contractor. Sub-
Contracting,if authorized,shall not relieve the Contractor of any of the responsibilities or obligations
under this Agreement.Contractor shall be and remain solely responsible to the City for the acts,errors,
omissions or neglect of any subcontractors' officers, agents and employees, each of whom shall,for
this purpose be deemed to be an agent or employee of the Contractor to the extent of the subcontract.
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The City shall not be obligated to pay or be liable for payment of any sums due which may be due to
any sub-contractor.
5. Termination of Procurement. The sale contemplated by this Agreement may be
canceled by the City prior to acceptance by the City whenever for any reason and in its sole
discretion the City shall determine that such cancellation is in its best interests and convenience.
6. Termination of Contractor Services. If either party shall be in breach of any provision of this
Agreement,either party may suspend its performance hereunder until such breach has been cured or
terminate this Agreement;provided,however,that no termination of this Agreement by either party
shall be effective until the non-breaching party has given written notice of such breach to the
breaching party and the breaching party has failed to cure such breach within thirty(30) days after
receipt of such notice. Upon any such failure to cure, the non-breaching party may terminate this
Agreement by giving the breaching party written notice of such termination, which shall become
effective upon receipt of such notice. The Centraeter- er-the Cit�,may terminate the TRAS14 AND
RECYCLING Sefyi— --ent ef this Agreement, without speei6,ing the reasen ther-efer-, by
No fees shall be earned after the effective date of the termination.44pen any tefillifieAiefi,all fifiished
er- unfinished deeuments, data, sWdies, suFveYs, drawings, maps, medels, phetegfaphs, rvpeFts e
ether-fflatefial prepared by the Pr-efessienal per-stiant to this Agr-eement shall beeeme the pr-epefty ef
the Eity-Notwithstanding the above, Contractor shall not be relieved of any liability to the City for
damages sustained by the City by virtue of any breach of this Contractor purposes of set-off until
such time as the exact amount of damages due the City from the Contractor may be determined.
7. 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. Contractor shall be,and shall perform as,an independent Contractor who agrees to use
his or her best efforts to provide the said services on behalf of the City. No agent, employee, or
servant of Contractor 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 contract. The manner and means of
conducting the work are under the sole control of Contractor. None of the benefits provided by City
to its employees including, but not limited to, workers' compensation insurance and unemployment
insurance, are available from City to the employees, agents or servants of Contractor. Contractor
shall be solely and entirely responsible for its acts and for the acts of Contractor's agents,employees,
servants and subcontractors during the performance of this contract. Contractor shall indemnify City
against all liability and loss in connection with,and shall assume full responsibility for payment of all
federal, state and local taxes or contributions imposed or required under unemployment insurance,
social security and income tax law,with respect to Contractor and/or Contractor's employees engaged
in the performance of the services agreed to herein.
8. Indemnification. Contractor agrees to indemnify and hold harmless the City, its officers,
employees, insurers,and self-insurance pool,from and against all liability, claims, and demands,on
account of injury, loss, or damage, including without limitation claims arising from bodily injury,
personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind
whatsoever, which arise out of or are in any manner connected with this contract, but only to the
extent and for an amount represented by the degree or percentage such injury, loss, or damage is
caused by the i „hole , in.aFt by o is elaimed to be. sed i whole e in„art by,the, .F,4
Contractor effer, mistake, negligence, or, willful misconduct, of
Hof the Contractor, any subcontractor of the Contractor, or any officer, employee,
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representative, or agent of the Contractor or of any subcontractor of the Contractor, or which arises
out of any workmen's compensation claim of any employee of the Contractor or of any employee of
any subcontractor of the Contractor. The Contractor agrees to investigate,handle,respond to,and to
provide defense for and defend against, any such liability, claims or demands at the sole expense of
the Contractor,or at the option of the City,agrees to pay the City or reimburse the City for the defense
costs incurred by the City in connection with,any such liability,claims,or demands.If it is determined
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 Contractor for the portion of the judgment attributable to such act,omission,
or other fault of the City, its officers,or employees.
9. Contractor's Insurance.
(a) Contractor agrees to procure and maintain,at its own expense,a policy or policies of
insurance sufficient to insure against all liability, claims, demands, and other obligations
assumed by the Contractor pursuant to Section 8 above. Such insurance shall be in addition
to any other insurance requirements imposed by this contract or by law.The Contractor 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 reason of its
failure to procure or maintain insurance in sufficient amounts, duration, or types. The policy
requirements herein may be satisfied through a combination of primary and umbrella/excess
liability coverage.
(b) Contractor shall procure and maintain, and shall cause any subcontractor of the
Contractor to procure and maintain, the minimum insurance coverages listed below. Such
coverages shall be procured and maintained with forms and insurance acceptable to the City.
All coverages shall be continuously maintained to cover all liability, claims, demands, and
other obligations assumed by the Contractor 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) Worker's Compensation insurance to cover obligations imposed by applicable
laws for any employee engaged in the performance of work under this contract, and
Employers' Liability insurance with minimum limits of ONE MILLION DOLLARS
($1,000,000.00) for each accident, ONE MILLION DOLLARS ($1,000,000.00)
disease-policy limit,and ONE MILLION DOLLARS($1,000,000.00)disease-each
employee. Evidence of qualified self-insured status may be substituted for the
Worker's Compensation requirements of this paragraph.
(ii) Commercial General Liability insurance with minimum combined single
limits of TWO MILLION DOLLARS ($2,000,000.00)each occurrence and THREE
MILLION DOLLARS ($3,000,000.00) aggregate. The policy shall be applicable to
all premises and operations.The policy shall include coverage for bodily injury,broad
form property damage (including completed operations), personal injury(ineluding
products, and completed operations.
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fer > eellapse,
and undergeund hazards. The peliey shall eent
(iii) Comprehensive Automobile Liability insurance with minimum combined
single limits for bodily injury and property damage of not less than ONE MILLION
DOLLARS ($1,000,000.00) each occurrence and ONE MILLION DOLLARS
($1,000,000.00) aggregate with respect to each Contractor's owned, hired and non-
owned vehicles assigned to or used in performance of the Scope of Work. The-peliey
shall eentain a severability of interests provisien. if the Gentraeter- has no owned
(iv) (RESERVED)Pr-&ft&9Mna!Liabih4),instir-anee with the minimum limits of ONE
A 41 i iON DOLLARS T A D S ($1 nnn nnm each elai..... and TWO T G i ION DOLLARS
A D S
e
000,000)aggregate.
(c) The policy or policies required above shall be endorsed to include the City and the City's
officers and employees as additional insureds. , but only to the extent such liabilities have
been assumed by Contractor in this Agreement.Every policy required above shall be primary
insurance, and any insurance carried by the City, its officers or employees, or carried by or
provided through any insurance pool of the City, shall be excess and not contributory
insurance to that provided by Contractor. No additional insured endorsement to the policy
required above shall contain any exclusion for bodily injury or property damage arising from
completed operations. The Contractor shall be solely responsible for any deductible losses
under any policy required above.
(d) The certificate of insurance provided to the City shall be completed by the Contractor's
insurance agent as evidence that policies providing the required coverages, conditions, and
minimum limits 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 shall be used.The certifi-
cate shall identify this eentraet a 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 Contractor to procure or maintain policies 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 any and all
premiums in connection therewith, and all monies so paid by City shall be repaid by
Contractor to City upon demand,or City may offset the cost of the premiums against monies
due to Contractor from City.
(0 (RESERVED) City r-esen,es the right te request and r-eeeive a eei4ified eep),ef an),pelie),
and any endersement thefete-.
(g) The parties hereto understand and agree that City is relying on, and does not waive or
intend to waive by any provision of this contract, the monetary limitations (presently
$350,000.00 per person and $990,000 per occurrence) or any other rights, immunities, and
protections provided by the Colorado Governmental Immunity Act,Section 24-10-101 et seq.,
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C.R.S., as from time to time amended, or otherwise available to City, its officers, or its
employees.
10. City's Insurance. The parties hereto understand that the City is a member of the Colorado
Intergovernmental Risk Sharing Agency (CIRSA) and as such participates in the CIRSA Proper-
ty/Casualty Pool. Copies of the CIRSA policies and manual are kept at the City of Aspen Risk
Management Department and are available to Contractor for inspection during normal business hours.
City makes no representations whatsoever with respect to specific coverages offered by CIRSA.City
shall provide Contractor reasonable notice of any changes in its membership or participation in
CIRSA.
11. 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 are no verbal or written
representations, agreements, warranties or promises pertaining to the project matter thereof not
expressly incorporated in this writing.
12. Notice. Any written notices as called for herein may be hand delivered or mailed by certified
mail return receipt requested to the respective persons and/or addresses listed above.
13. Non-Discrimination. No discrimination because of race, color, 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 under this contract. Contractor agrees
to meet all of the requirements of City's municipal code, Section 15.04.570, pertaining to non-
discrimination in employment.
14. Waiver. The waiver by the City of any term,covenant,or condition hereof shall not operate
as a waiver of any subsequent breach of the same or any other term.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 regard whatsoever shall not constitute a waiver of any term,covenant,
or condition to be performed by Contractor to which the same may apply and, until complete
performance by Contractor of said term, covenant or condition, the City shall be entitled to invoke
any remedy available to it under this Agreement or by law despite any such forbearance or indulgence.
15. Execution of Agreement by City. This Agreement shall be binding upon all parties hereto
and their respective heirs, executors, administrators, successors, and assigns. Notwithstanding
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 authorizing the Mayor(or a
duly authorized official in his absence)to execute the same.
16. Worker Without Authorization prohibited—CRS §8-17.5-101 & §24-76.5-101
Purpose. During the 2021 Colorado legislative session,the legislature passed House Bill 21-
1075 that amended current CRS §8-17.5-102 (1), (2)(a), (2)(b) introductory portion, and
(2)(b)(III)as it relates to the employment of and contracting with a"worker without
authorization"which is defined as an individual who is unable to provide evidence that the
individual is authorized by the federal government to work in the United States. As amended,
the current law prohibits all state agencies and political subdivisions, including the Owner, from
knowingly hiring a worker without authorization to perform work under a contract, or to
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knowingly contract with a Consultant who knowingly hires with a worker without authorization
to perform work under the contract. The law also requires that all contracts for 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 new law.
Definitions. The following terms are defined by this reference are incorporated herein and in any
contract for services entered into with the Owner.
1. "E-verify program"means the electronic employment verification program created in Public
Law 208, 104th Congress,as amended, and expanded in Public Law 156, 108th Congress, as
amended,that is jointly administered by the United States Department of Homeland Security and
the social security Administration, or its successor program.
2. "Department program" means the employment verification program established pursuant to
Section 8-17.5-102(5)(c).
3. "Public Contract for Services" means this Agreement.
4. "Services"means the furnishing of labor,time, or effort by a Consultant or a subconsultant not
involving the delivery of a specific end product other than reports that are merely incidental to
the required performance.
5. "Worker without authorization"means an individual who is unable to provide evidence that
the individual is authorized by the federal government to work in the United States
By signing this document, Consultant certifies and represents that at this time:
1. Consultant shall confirm the employment eligibility of all employees who are newly hired for
employment to perform work under the public contract for services; and
2. Consultant has participated or attempted to participate in either the e-verify program or the
department program in order to verify that new employees are not workers without authorization.
Consultant hereby confirms that:
1. Consultant shall not knowingly employ or contract with a worker without authorization to
perform work under the Public Contract for Services.
2. Consultant shall not enter into a contract with a subconsultant that fails to certify to the
Consultant that the subconsultant shall not knowingly employ or contract with a worker without
authorization to perform work under the Public Contract for Services.
3. Consultant has confirmed the employment eligibility of all employees who are newly hired for
employment to perform work under the public contract for services through participation in
either the e-verify program or the department program.
4. Consultant shall not use the either the e-verify program or the department program procedures
to undertake pre-employment screening of job applicants while the Public Contract for Services
is being performed.
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If Consultant obtains actual knowledge that a subconsultant performing work under the Public
Contract for Services knowingly employs or contracts with a worker without authorization,
Consultant shall:
1.Notify such subconsultant and the Owner within three days that Consultant has actual
knowledge that the subconsultant is employing or subcontracting with a worker without
authorization: and
2. Terminate the subcontract with the subconsultant if within three days of receiving the notice
required pursuant to this section the subconsultant does not stop employing or contracting with
the worker without authorization; except that Consultant shall not terminate the Public Contract
for Services with the subconsultant if during such three days the subconsultant provides
information to establish that the subconsultant has not knowingly employed or contracted with a
worker without authorization.
Consultant shall comply with any reasonable request by the Colorado Department of Labor and
Employment made in the course of an investigation that the Colorado Department of Labor and
Employment undertakes or is undertaking pursuant to the authority established in Subsection 8-
17.5-102 (5), C.R.S.
If Consultant violates any provision of the Public Contract for Services pertaining to the duties
imposed by Subsection 8-17.5-102, C.R.S. the Owner may terminate this Agreement. If this
Agreement is so terminated, Consultant shall be liable for actual damages to the Owner arising
out of Consultant's violation of Subsection 8-17.5-102, C.R.S.
It is agreed that neither this agreement nor any of its terms,provisions, conditions,
representations or covenants can be modified, changed,terminated or amended, waived,
superseded or extended except by appropriate written instrument fully executed by the parties.
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 any other provision.
17. Warranties Against Contingent Fees, Gratuities,Kickbacks and Conflicts of Interest.
(a) 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) Contractor agrees not to give any employee of the City 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 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
Agreement, or to any solicitation or proposal therefore.
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(c) Contractor represents that no official,officer,employee or representative of the City
during the term of this Agreement has or one (1) year thereafter shall have any interest,
direct or indirect, in this Agreement or the proceeds thereof, except those that may have
been disclosed at the time City Council approved the execution of this Agreement.
(d) In addition to other remedies it may have for breach of the prohibitions against
contingent fees, gratuities, kickbacks and conflict of interest, the City shall have the right
to:
1. Cancel this Purchase Agreement without any liability by the City;
2. Debar or suspend the offending parties from being a Contractor, contractor or
subcontractor under City 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 offending parties.
18. Fund Availability. Financial obligations of the City payable after the current fiscal year
are contingent upon funds for that purpose being appropriated, budgeted and otherwise made
available. If this Agreement contemplates the City utilizing state or federal funds to meet its
obligations herein, this Agreement shall be contingent upon the availability of those funds for
payment pursuant to the terms of this Agreement.
19. General Terms.
(a) It is agreed that neither this Agreement nor any of its terms, provisions, conditions,
representations or covenants can be modified, changed, terminated or amended, waived,
superseded or extended except by appropriate written instrument fully executed by 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 any 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 time of the execution hereof and
that after execution no alteration,change or modification shall be made 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. Venue is agreed to be exclusively in the courts of Pitkin County,Colorado.
20. Electronic Signatures and Electronic Records This Agreement and any amendments
hereto may be executed in several counterparts, each of which shall be deemed an original, and
all of which together shall constitute one agreement binding on the Parties, notwithstanding the
possible event that all Parties may not have signed the same counterpart. Furthermore,each Party
consents to the use of electronic signatures by either Party. The Scope of Work, and any other
documents requiring a signature hereunder, may be signed electronically in the manner agreed to
by the Parties. The Parties agree not to deny the legal effect or enforceability of the Agreement
solely because it is in electronic form or because an electronic record was used in its formation.
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The Parties agree not to object to the admissibility of the Agreement in the form of an electronic
record, or a paper copy of an electronic documents, or a paper copy of a document bearing an
electronic signature, on the grounds that it is an electronic record or electronic signature or that it
is not in its original form or is not an original.
20. Successors and Assigns. This Agreement and all of the covenants hereof shall inure to the
benefit of and be binding upon the City and the Contractor respectively and their agents,
representatives, employee, successors, assigns and legal representatives. Neither the City nor the
Contractor shall have the right to assign, transfer or sublet its interest or obligations hereunder
without the written consent of the other party.
21. 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 City may assign
this Agreement in accordance with the specific written permission, any right to claim damages or
to bring any suit, action or other proceeding against either the City or Contractor because of any
breach hereof or because of any of the terms, covenants, agreements or conditions herein
contained.
22. 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.
23. 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 the Agreement.
24.
Force Majeure. Except for the payment of amounts owed hereunder, neither party hereto shall be
liable for its failure to perform or delay in its performance hereunder due to contingencies beyond
its reasonable control including, but not limited to, strikes, riots, compliance with laws or
governmental orders, epidemics, pandemics, inability to access a container, fires, inclement
weather and acts of God, and such failure shall not constitute a breach under this Agreement.
23. lntegr-atien andAfedifiegAien.
auther-ity to enter inte an Agreement or- to medib, the terms of the Agr-eefiient en behalf ef the
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by the pat4ies her-eta-.
Damage to Pavement. Except in the case of Contractor's negligence or willful misconduct,
Contractor shall not be liable for any damages to pavement, curbing, or other driving surface
resulting from the weight of its trucks and equipment.
26. errtat rye The—undefsigned—repr-esen* —e€—C—entmeter, as an
to the Gity to exeeute this AgFeement, r-epr-esents that he/she is an auther-ized
representative ef Gentmeter-fer-the purposes of e�Eeeufing this Agr-eement and that he/she has fW
and eemplete auther-ity to enter into this Agreement fer the teFms and eenditiens speeified herein.
Contractor's Equipment. Any equipment furnished hereunder by Contractor shall remain the
property of Contractor; however, the City shall have care, custody and control of the equipment
while at the service locations. The City shall not overload or permit to be overloaded (by weight
or volume), move or alter the equipment, and shall use the equipment only for its proper and
intended purpose. The City must provide unobstructed access to the equipment on the scheduled
collection day. The word "equipment" as used in this Agreement shall mean all containers used
for the storage of non-hazardous solid waste.Notwithstanding anything herein to the contrary, in
the event that a container becomes lost, unsightly, unsanitary,broken,or unserviceable because of
the acts or omissions of the City(excluding normal wear and tear),the City will be charged for the
resulting repairs or replacement and such amounts will be paid to Contractor upon demand.
27. Certification Re ag rding Debarment, Suspension, Ineligibility, and Voluntary Exclusion.
Contractor certifies, by acceptance of this Agreement,that neither it nor its principals is presently
debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from
participation in any transaction with a Federal or State department or agency. It further certifies
that prior to submitting its Bid that it did include this clause without modification in all lower tier
transactions, solicitations, proposals, contracts and subcontracts. In the event that Contractor or
any lower tier participant was unable to certify to the statement, an explanation was attached to
the Bid and was determined by the City to be satisfactory to the City.
28. Inturation and Modification. This written Agreement along with all Contract Documents
shall constitute the contract between the parties and supersedes or incorporates any prior written
and oral agreements of the parties. In addition, Contractor understands that no City official or
employee, other than the Mayor and City Council acting as a body at a council meeting, has
authority to enter into an Agreement or to modify the terms of the Agreement on behalf of the
City. Any such Agreement or modification to this Agreement must be in writing and be executed
by the parties hereto.
29. Authorized Representative. The undersigned representative of Contractor, as an
inducement to the City 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 for the terms and conditions specified herein.
IN WITNESS WHEREOF,the parties hereto have executed,or caused to be executed by their duly
authorized officials, this Agreement of which shall be deemed an original on the date first written
above.
CITY OF ASPEN, COLORADO: Contractor:
Agreement Professional Services Page 10
DocuSign Envelope ID:E20F4D91-6824-464B-A2B6-lD4B6ACA1014
L
seusy ed by: D-US p Ad br.
[Signature] �— [Signature]
By:
Sara Ott By: Doug Goldsmith
[Name] [Name]
City Manager sales Manager
Title: Title:
Date: 3/1/2022 1 2:41:37 PM PST Date: 2/10/2022 1 9:35:42 AM PST
Approve as to Form:
oeeost".e br•
City Attorney
General Conditions and Special Conditions can be found on City
of Aspen Website.
https: //www. cityofaspen.com/497/Purchasing
Agreement Professional Services Page 11
DocuSign Envelope ID:E20F4D91-6824-464B-A2B6-lD4B6ACA1014
EXHIBIT A Contractor SERVICES AGREEMENT
See Bid RFP for details of scope
Fixed rates for first year total: $159,297
*Excluding on call services
Estimated 5 year rate with max CPI of 3%:
Yr1 Yr2 Yr3 Yr4 Yr5
Per
Month 13,274.76 13,673.00 14,083.19 14,505.69 14,940.86
12 12 12 12 12
CPI 1 1 1.03 1 1.03 1.03 1.03
Total: 159,297 164,076 168,998 174,068 179,290 845,730
The contract will be for a period of 5 years beginning March 1,2022 and ending March 1 2027.The
City will allow for an annual price increase between 0%-3%based on the current years CPI-
Transportation,beginning March 1 2023.
On call:
Aspv.P—C**. 0861KW_Cr6APA 2pd6upstw Crdbord On AI =55.00 2YOONCALL000
Am-R-C~ oBBim—CI.And 4-56 G.1- 5'"�I°swam pn CA 74 QL ON CALL REC•COM
]�dA -peonarknf,•nw 427 PbGrrds Pl.A CO 000032-005 Rec,rMn tJ5lsAeh
2-:w polun Sr.}e sream
Cky dA -LvGrd•n 42T Fs.Grrd•PL A CD 81611 000032-006 Asp-bs Grd— 233 W. -Aw On-.Al i351-1, SERVICE ON CALL CHARGE
dA -Prks DW..MC~—L—. CO OW 0000M-M Pk.DW. 585 ~ L— TrNh i5%4-A&42Whon
Pricing For Services Not Specified In The Agreement
Extra Pick-up/Trash Dumpster Extra Pick-up/Recycling Container
Container Size Cost per Extra Lift Container Size -Material Cost per Extra Lift
96 gallon $35.00 96 gallon Recycling $35.00
2 Yard Container $55.00 2 Yard Container Cardcoard $55.00
3 Yard Container $80.00 3 Yard Container Cardcoard $80.00
4 Yard Container $105.00 4 Yard Container Cardcoard $105.00
6 Yard Container $160.00 6 Yard Container Cardcoard $160.00
Agreement Professional Services Page 12
DocuSign Envelope ID:E20F4D91-6824-464B-A2B6-lD4B6ACA1014
EXHIBIT B Contractor SERVICES AGREEMENT
Fee Schedule see attached excel sheet
Agreement Professional Services Page 13