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HomeMy WebLinkAboutresolution.council.039-22 RESOLUTION #039 (Series of 2022) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND ASPEN TREE SERVICE. 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 Tree Trimming Removal Planting Services between the City of Aspen and Aspen Tree Service, 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 Tree Trimming Removal Planting Services, between the City of Aspen and Aspen Tree Service, 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 121h day of April 2022. 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, April 12', 2022. c r Nicole H nning, City Clerk DocuSign Envelope ID:A8C6BOAB-E5CB-4642-B46B-30EE4EOE9899 d`l<« 4r i CITY OFASPEN CITY OF ASPEN GENERAL AS NEEDED SERVICES AGREEMENT Project Number: 2022-043 THIS AGREEMENT made this 24 day of February, 2022, by and between the City of Aspen("City")and the Contractor identified hereinbelow. WITNESSETH, that whereas the City wishes to purchase the services described hereinbelow and Contractor wishes to provide said services to the City as specified herein. NOW THEREFORE, in consideration of the following covenants, the parties agree as follows: CONTRACTOR NAME:Aspen Tree Service ADDRESS: 15450 Hwy 82 Carbondale,CO 81623 CONTACT PERSON:David Deyarmond PHONE NUMBER:970-963-3070 EMAIL:david@myaspentree.com DESCRIPTION OF SERVICE The City of Aspen has divided its community forest into management units. Each unit is maintained intensively every five years on a rotating basis. Evaluation of the unit occurs in the Spring. From that evaluation,a maintenance work plan is developed for the season. The contractor can expect to perform work related to the identified management unit as well as other work identified by the City Forester. Detailed below are specific tasks the contractor may be required to perform as part of this service agreement. Unless otherwise specifically noted,all tree care services shall be in accordance ANSI A300 and Z133 Standards. 1. Complete Prune: Thinning the tree's crown to increase light penetration and air movement, removal of crossing and interfering branches, removal of dead,dying, broken,and diseased branches, removal of branches to obtain appropriate clearance around structures,streets,and sidewalks,and removal of branches to improve or create appropriate structure. This applies to Y2 inch and greater diameter branches and all final cuts shall be made according to ANSI A300. 2. Crown Clean: The removal of dead,dying,diseased, broken,crossing/interfering, poorly attached,and insect-infested branches with diameters of%:inch and greater. DocuSign Envelope ID:A8C6BOAB-E5CB-4642-B46B-30EE4EOE9899 3. Selective Prune: The removal of selected branches,storm-damaged limbs or other specialized pruning for trees and shrubs as determined by the City Forester. 4 . Crown Restoration: The removal of selected branches to improve and/or restore structure in trees significantly damaged by storms, previous pruning,or vandalism. 5. Crown Raise: The removal of the lower branches from a tree to provide clearance for buildings, vehicles,and pedestrians. It is desired that clearance over sidewalks be 8 feet and clearance over streets be 14 feet. 6. Removal: The complete removal of a tree,this includes the removal of all wood unless otherwise specified,as well as removal of the stump to a depth of no shallower than 9 inches unless otherwise specified. 7. Consultation: a.Provide qualified expert analysis of a variety of tree related issues including assessing tree risk,diagnosis of pests and diseases,tree protection on construction projects,training and education,storm incident management. b.Provide in-house consultation in the event the City Forester is absent or unable to perform his/her role in advising the City of Aspen as to critical and/or time sensitive tree related decisions. See#2 in Special Requirements section. 8. Planting:The complete planting/installation of a tree. This includes planting of balled and burlapped trees from 1"4"caliper,and any removals or site remediation associated with the tree planting. Trees will be planted per the current City of Aspen Tree Planting Standards Detail (Exhibit E),and will be mulched,staked and "watered in" (initial watering settling soil to remove air pockets). Nursery stock must meet current ANLA/ANSI Z60.1 standards. 9. Emergency Services: a.Provide emergency tree trimming and removal services within 6 hours during summer field season(May-October)and within 12 hours in winter field season (November-April). The contractor must provide a 24-hour contact which the City will call in the event of an emergency tree situation. This may include responding to and mitigating partial or whole tree failures(tree trimming or removal),conflicts with public or private infrastructure, response to tree damages or failures associate with storms or natural disasters. b. In the event of a large storm or natural disaster event causing widespread damage,the contractor must have the ability to run a minimum of three full trim crews at once with each crew consisting of a bucket truck and chipper,an ISA Certified Arborist and ground crew of at least two people. Response times will be the same as bullet"a."above,and ongoing services as described above shall be provided until all requested hazard mitigation work is complete and/or the city's critical/core services are restored. 10. Pneumatic Soil Excavation: Provide non-intrusive pneumatic soil excavation/removal services to expose root systems. 11. Parking Permits: The contractor is responsible for obtaining permits to work in the city right-of- way. 2 DocuSign Envelope ID:A8C6BOAB-E5CB4642-B46B-30EE4EOE9899 12. Traffic Control: Conduct and arrange for appropriate traffic control with City,County,and/or State when necessary for work adjacent to rights-of-way(ROW). Traffic control operations must meet all City,County,and/or State standards. The contractor will provide a dedicated ground safety person or persons for projects such as high-traffic or limited visibility areas designated as needed and/or requested by the City adhering to ANSI A300 and Z133 standards. 13. Tree Inventory/Work Order Updating: Provide prompt, regular and accurate updating of the City of Aspen's Tree inventory and Work Order Management software system "Tree Plotter" by Plan-IT Geo via field or office devices,as work is completed. See Equipment 11 under the Special Requirements heading below. The city will provide the appropriate login credentials, permissions and training for crew leaders to complete updates as necessary. Special Requirements The successful vendor of the Tree Trimming and Removal contract must meet the following special requirements designed to provide the highest quality and most efficient services. 1. Equipment-Possess the following equipment capable of performing all required tasks. a.75-foot aerial boom in good operating condition with a copy of current OSHA safety certification. b. High-capacity forestry body chip truck designed to contain at least 9 yards of chip waste. c. High-capacity knuckle boom/crane designed to handle and transport large pieces of wood waste quickly and efficiently. d.Trailer mounted stump grinder with a minimum 12-inch flywheel in good operation condition. e. Brush chipper with a minimum 14-inch diameter wood waste capacity in good operating condition. f.Standardized safety equipment including large traffic control hazard signs, 24- inch traffic control cones,and all personal safety equipment adequate for meeting the ANSI Z133 and A300 standards. g. Diverse sizing of chainsaws in excellent operating condition. h.An air knife tool specifically engineered and specified for excavation around tree roots and a tow behind air compressor operating between 120-165 cfs with which to operate the air knife tool. i.Smart phones or tablets for field use capable of updating the City of Aspen Tree Inventory&Work Order Management system"Tree Plotter"by Plan-IT Geo. 2. Certifications: Preference will be given to the contractor who has full time staff with one or more of the following qualifications:ASCA Registered Consulting Arborist, ISA Municipal Specialist, ISA Board Certified Master Arborist,ISA TRAQ. 3. Climbing: Provide complete trim services as outlined in standards for trees of up to 90 feet in height. All climbers must be experienced and climbing gear must adhere to ANSI A300 and Z133 standards. 3 DocuSign Envelope ID:A8C6BOAB-E5CB-4642-B46B-30EE4EOE9899 DURATION OF AGREEMENT AND SCHEDULE OF SERVICES TO BE PROVIDED The contract will be for a period of three (3) years with two (2) one-year options to renew if both parties are agreeable. The contract will begin April 2022. The City will allow an annual price increase based on CPI for years two and three,and the renewals if exercised. The City does not guarantee a minimum dollar value per work order, per year or throughout the contract period. The maximum dollar amount per calendar year shall not exceed $150,000.00 without City written approval prior. DESCRIPTION OF AMOUNT,METHOD OR MANNER OF COMPENSATION Cost of Services 1. Complete Prune- $250 Per Hour,Bucket Truck, Chipper,2 Person Crew 2. Crown Clean- $250 Per Hour,Bucket Truck, Chipper,2 Person Crew 3. Selective Prune- $250 Per Hour,Bucket Truck, Chipper,2 Person Crew 4. Crown Restoration-$250 Per Hour,Bucket Truck, Chipper, 2 Person Crew 5. Crown Raise- $250 Per Hour,Bucket Truck, Chipper,2 Person Crew 6. Removal-$250 Per Hour, Bucket Truck, Chipper, 2 Person Crew 7. Consultation-$150 Per Hour 8. Planting- $250 Per Hour, Truck, Trailer, Mini Ex, 2 person crew 9. Emergency Services- Any emergency work requested with less than 24 hours notice could be billed a 25%immediate dispatch surcharge. 10. Pneumatic Soil Excavation- $225 Per Hour, Truck, Compressor, 2 Person Crew 11. Parking Permits-Will be billed at our cost(Billed at cost for permit) 12.Traffic Control- $160 per hour for shoulder work, $250 per hour for lane closures with flaggers. This work would be billed at cost and there is a half day minimum for both services. 13. Tree Inventory/Work Order Updating- $50 Per Hour Equipment Rates 1. 40-ton crane w/operator- $250/hr 2. 20-ton crane w/operator- $200/hr 3. Stump grinder—30HP/50HP stump grinder and operator- $150/$190/hr 4. Grapple truck and operator-$175/hr 5. 94"tree spade operator and laborer-$250/hr 6. 80"tree spade operator and laborer-$225/hr 7. Additional ground worker—in addition to 2-person crew- $75/hr 8. Additional climber—in addition to 2-person crew-$110/hr Billing/Invoicim! 4 DocuSign Envelope ID:A8C6BOAB-E5CB-4642-B46B-30EE4EOE9899 Invoicing shall be provided in an organized detailed format as follows. - Proposals and invoices will reference the work order number from Tree Plotter unless one is not provided by the city. All invoices originating from the same work order will be invoiced together to minimize the number or invoices. - Upon receiving notification of acceptance of a work order as complete,the contractor will email invoices to the project manager(the City Forester)on a bi-weekly basis(every two weeks on the same day of the week eg. a Wednesday). This will be organized in the form a period of service statement detailing invoices from the previous two weeks since the last statement. - The City's project manager will accept jobs as complete,via The Tree Plotter Work Order system, and the contractor's admin/billing staff will be emailed notifying that the Work Order has been closed indicating acceptance of work. - There shall be no fees for incorrect billing or partially completed/unapproved services provided. The city shall provide payment within the agreed upon terms. - Invoices shall include cost details per including time, location and description of services provided, and unit costs per the contracted rate. AMENDMENTS TO GENERAL CONDITIONS The parties acknowledge and understand that this Service Agreement is, except as specifically amended hereinabove, subject to all of the terms and conditions set forth in the City of Aspen General Conditions for Service Agreements, a copy of which is appended hereto as Appendix "A" and by this reference made a part hereof. Having agreed to the above and foregoing,the parties hereto do affix their signatures. City Asj3QQL by: Contractor: Docuftned by: LG,.G 6 ��i� � a�rw�aw�,By: 90E1E4804ECO41C_ By: Title: city Manager Title: President Date: 4/19/2022 1 3:18:36 PM PDT Date:2/25/2022 1 9:01:32 AM MST Approved as to form: City Attorney's Office 5 DocuSign Envelope ID:A8C6BOAB-E5CB-4642-B46B-30EE4EOE9899 General Conditions Special Conditions can be found on City of Aspen Website. https : //www.cityofaspen.com/497/Purchasing EXHIBIT "A" CITY OF ASPEN GENERAL CONDITIONS FOR SERVICE AGREEMENTS These General Conditions have been prepared by the City of Aspen to be incorporated by reference into Service Agreements entered into between service providers ("Contractor") and the City of Aspen ("City"). The provisions herein may be interrelated with standard provisions of the Service Agreement customarily used by the City of Aspen to contract for services.A change in one document may necessitate a change in the other. Any amendments to the following terms and conditions mutually agreed to by the Contractor and the City shall be specifically noted on the Service Agreement. 1. Completion. Contractor shall commence the provision of services as described in the Service Agreement in a timely manner. Upon request of the City, Contractor shall submit, for the City's approval, a schedule for the performance of Contractor's services which shall be adjusted as required. This schedule, when approved by the City, shall not, except for reasonable cause, be altered by the Contractor. 2. Payment. In consideration of the services provided, City shall pay Contractor the amounts set forth in the Service Agreement.Contractor shall submit, in timely fashion, invoices for services 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 billing. Contractor's invoice shall be for the period ending the last day of each month and submitted to the City no later than the 5th day of each month. 3. Non-Assignability. Both parties recognize that this Service Agreement 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 Contractor of any of the responsibilities or obligations under this Service Agreement. Contractor shall be and remain solely responsible to the City for the acts, errors, omissions or neglect of any subcontractor's officers, agents and employees, each of whom shall, for this purpose be deemed to be an agent or employee 6 DocuSign Envelope ID:A8C6BOAB-E5CB-4642-B46B-30EE4EOE9899 of the Contractor to the extent of the subcontract.The City shall not be obligated to pay or be liable for payment of any sums due which may be due to any subcontractor unless agreed to in writing beforehand by the City. 4. Termination. The Contractor or the City may terminate this Service Agreement upon thirty (30) days notice, without specifying the reason therefor, by giving notice, in writing, addressed to the other party, specifying the effective date of the termination. The City shall have the right to terminate the Service Agreement upon three (3) days notice if Contractor fails to comply with the terms and conditions set forth in Sections 1, 3, 5, 6, 7, 10, 13, 14, 16, 19 or 21. For breach of any other term and condition of the Service Agreement, City may terminate the Service Agreement with ten(10)days prior notice to cure and failure by Contractor to so cure. No compensation shall be earned after the effective date of the termination. 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 Agreement by the Contractor, and the City may withhold any payments to the Contractor for the purposes of set-off until such time as the exact amount of damages due the City from the Contractor may be determined. 5. Covenant Against Contingent Fees. The Contractor warrants that s/he has not been employed or retained any company or person, other than a bona fide employee working for the Contractor,to solicit or secure this Service Agreement,that s/he has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gifts or any other consideration contingent upon or resulting from the award or making of this Service Agreement. 6. Equipment, Materials and Supplies. Unless otherwise agreed to by the City, Contractor shall acquire, provide, maintain, and repair at Contractor's expense such equipment, materials, supplies, etc., as necessary for the proper conduct of the services to be provided in accordance with the Service Agreement. 7. Contract Monitoring. Contractor agrees to allow City to reasonably monitor the services to be provided in accordance with the Service Agreement. 8. Independent Contractor Status. It is expressly acknowledged and understood by the parties that nothing contained in this Service 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 Service Agreement. 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 Service Agreement. Contractor shall indemnify City against all liability and loss in connection with, and shall assume full responsibility for payment of all federal, state and DocuSign Envelope ID:A8C6BOAB-E5CB-4642-B46B-30EE4EOE9899 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. 9. Indemnification. Supplier 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, to the extent and for an amount represented by the degree or percentage such injury, loss, or damage is caused in whole or in part by, or is claimed to be caused in whole or in part by, the wrongful act, omission, error,professional error,mistake,negligence, or other fault of the Supplier, any subcontractor of the Supplier, or any officer, employee, representative, or agent of the Supplier or of any subcontractor of the Supplier, or which arises out of any workmen's compensation claim of any employee of the Supplier or of any employee of any subcontractor of the Supplier. The Supplier 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 Supplier, 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 Supplier for the portion of the judgment attributable to such act, omission, or other fault of the City, its officers, or employees. . 10. 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 9 above. Such insurance shall be in addition to any other insurance requirements imposed by the Service Agreement or by law. The Contractor shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to Section 9 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. (b) 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. (c) 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 (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall include coverage for explosion, collapse, and underground hazards. The policy shall contain a severability of interests provision. 8 DocuSign Envelope ID:A8C6BOAB-E5CB-4642-M6B-30EE4EOE9899 (d) 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 services. The policy shall contain a severability of interests provision. If the Contractor has no owned automobiles, the requirements of this Section shall be met by each employee of the Contractor providing services to the City under this contract. (e) If the Service Agreement requires any insurance in addition to that referenced above at subsections (a)and(b), or a particular type of coverage, Contractor shall procure and maintain,and shall cause any subcontractor of the Contractor to procure and maintain, the minimum insurance coverages referenced in the Service Agreement. All insurance 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 9 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. (f) The policy or policies required above shall be endorsed to include the City and the City's officers and employees as additional insureds. Every policy required above shall be primary insur- ance, 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 policies 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. (g) The certificate of insurance provided by 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 certificate shall identify the Service Agreement 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. (h) 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 Service Agreement upon which City may terminate the Service Agreement as provided by Section 4 above, 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. (i) City reserves the right to request and receive a certified copy of any policy and any endorsement thereto. 9 DocuSign Envelope ID:A8C6BOAB-E5CB-4642-B46B-30EE4EOE9899 0) The parties hereto understand and agree that City is relying on, and does not waive or intend to waive by any provision of this Service Agreement, the monetary limitations (presently $150,000.00 per person and $600,000 per occurrence) or any other rights, immunities, and protection provided by the Colorado Governmental Immunity Act, Section 24-10-101 et seq., C.R.S.,as from time to time amended,or otherwise available to City, its officers, or its employees. 11. Citv'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 Property/Casualty Pool. Copies of the CIRSA policies and manual are kept at the City of Aspen Finance 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. 12. Waiver of Presumption. The Service 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 Service Agreement. 13. Certification Re ag rding Debarment, Suspension, Ineli ig bility, and Voluntary Exclusion. Contractor certifies, by acceptance of the Service 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 vendor or any lower tier participant was unable to certify to this statement, an explanation was attached to the Bid and was determined by the City to be satisfactory to the City. 14. Warranties Against Contingent Fees, Gratuities, Kickbacks and Conflicts of Interest. Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Service Agreement upon an agreement or understanding for a commission, percentage, brokerage,or contingent fee,excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. Contractor agrees not to give any employee or former 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 Service Agreement, or to any solicitation or proposal therefor. Contractor represents that no official, officer, employee or representative of the City during the term of the Service Agreement has or one (1) year thereafter shall have any interest, direct or indirect, in the Service Agreement or the proceeds thereof, except those that may have been disclosed at the time City Council approved the execution of the Service Agreement. 10 DocuSign Envelope ID:A8C6BOAB-E5CB-4642-B466-30EE4EOE9899 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 the Service Agreement without any liability by the City; 2. Debar or suspend the offending parties from being a Contractor, vendor, or sub- contractor under City contracts; 3. Deduct from the Service Agreement 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. 15. Termination for Default or for Convenience of City. The services contemplated by the Service 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. 16. 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 the Service Agreement contemplates the City utilizing state or federal funds to meet its obligations herein, the Service Agreement shall be contingent upon the availability of those funds for payment pursuant to the terms of the Service Agreement. 17. City Council Approval. If the Service Agreement requires the City to pay an amount of money in excess of$50,000.00 it shall not be deemed valid until it has been approved by the City Council of the City of Aspen. 18. Notices. Any written notices as called for herein may be hand delivered or mailed by certified mail, return receipt requested to the respective person or address listed for the Contractor in the Service Agreement. 19. Non-Discrimination, penalty. 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 Service Agreement. Contractor agrees to meet all of the requirements of City's municipal code, Section 15.04.570, pertaining to non-discrimination in employment. 20. City of Aspen Procurement Code. Notwithstanding anything to the contrary contained herein or in the Contract Documents, the Service Agreement shall be subject to the City of Aspen Procurement Code,Chapter 3 of the Aspen Municipal Code. 21. Compliance With All Laws and Regulations. Contractor shall give all notices and comply with all laws, regulations, and ordinances applicable to the provision of the services contemplated by the Service Agreement. Contractor shall obtain all necessary business licenses and permits, and shall pay all requisite occupation taxes levied by the City of Aspen upon persons engaged in business within the City limits. 22. 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 the Service Agreement can be waived except by the written consent of the City, and tt DocuSign Envelope ID:A8C6BOAB-ESCB-4642-B46B-30EE4EOE9899 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 the Service Agreement or by law despite any such forbearance or indulgence. 23. Execution of Service Agreement by City. The Service Agreement shall be binding upon all parties hereto and their respective heirs, executors, administrators, successors, and assigns. Notwithstanding anything to the contrary contained herein, the Service Agreement shall not be binding upon the City unless duly executed by the City Manager of the City of Aspen (or a duly authorized official in his or her absence). 24. 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 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: 12 DocuSign Envelope ID:A8C6BOAB-E5CB-4642-B46B-30EE4EOE9899 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. 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 13 DocuSign Envelope ID:A8C6BOAB-E5CB-4642-B46B-30EE4EOE9899 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. 25. General Terms. (a) It is agreed that neither the Service 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 the Service 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) The Service Agreement shall be governed by the laws of the State of Colorado as from time to time in effect. 26. 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. 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 ground that it is an electronic record or electronic signature or that it is not in its original form or is not an original. 14