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HomeMy WebLinkAboutresolution.council.055-22RESOLUTION#055 Series of 2022) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, DIRECTING THE CITY MANAGER OR ASSITANT CITY MANAGER TO TAKE SUCH ACTION NECESSARY TO EXECUTE A CONTRACT. WHEREAS,pursuant to Resolution#055, Series of 2022, City Council approved the as-needed contract(s)in amounts ranging from $200,0004500,000 a true and accurate copy attached as Exhibit A, between the contractor(s)in Exhibit A and the City of Aspen; and WHEREAS,the City Council has determined that it is in the best interest of the City of Aspen to approve the contract(s)pursuant to the terms thereof. 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 directs the City Manager or Assistant City Manager to take any and all action necessary to approve the contract(s),pursuant to the terms thereof. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 261h day of April 2022. WNn=1 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 26, 2022. Nicole Henning, City (113rk DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 vuuuoiyi i ammupu iu.oh i t uruc-cr-%.u-4urc-uuziu-tioou.ravou4u t 5r r c ICE A-vLJOr V CITY OFASPEN CITY OF ASPEN GENERAL SERVICES AGREEMENT Project Number: 2022-065B THIS AGREEMENT made this 14th day of April,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:Mountain Pine Technical Services,LLC ADDRESS:PO Box 589,Oak Creek,CO 80463 CONTACT PERSON:Thorne Clark PHONE NUMBER:970-846-9337 EMAIL:tclark@mtnp-ts.com DESCRIPTION OF SERVICE CAD civil services to work with licensed engineers within the Engineering Department as a team. Professional engineers within the department will supply contractor with information for design of roadways, sidewalks and other civil structures including utilities for inclusion within City of Aspen documents. Contractor will provide full construction drawings for alignments, profiles, details and other items required for full construction drawings. The project will include city projects done within the Aspen Engineering Department and may include additional civil services. 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 March 2022. The City will allow an annual price increase based on CPI for years two and three, and the renewals if exercised. Because the contractor will not work exclusively for the City and will have other clients, the City anticipates selecting one to three contractors to provide the services. The City does not guarantee a minimum dollar value per work order, per year or throughout the contract period. The maximum dollar value per calendar year shall be $100,000 per contractor. Contract rates will be valid for all every City departments. DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUliuoiyi CIIV nupt3 w.umI IUrV4-/M%,U'Yur D-VUUU-4JDLJlrr VUDV'fU DESCRIPTION OF AMOUNT,METHOD OR MANNER OF COMPENSATION Fee: Based on the available information we have set our contract rate to complete requested services at$86.00 per hour paid in U.S Dollars for every hour worked in or out of office. 2 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 uwuuoiyi r-mviupt:IU.UM I I UrJL'LCI+UW.`7r D'ZIUZIU'HJDU1rr UUDU'IU 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 dupes by: Contractor: By: St M By: //L62JZ Title: city Manager Title: Owner/Sr. Designer Date: 5/5/2022 i 3:19:24 PM PDT Date: 04/14/2022 Approved as to form: City Attorney's Office General Conditions Special Conditions can be found on City of Aspen Website . https : //www. cityofaspen.com/497/Purchasing 3 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 5/18/2022 | 9:25:12 AM MDT UVI:UJgI mimvpC mi.JHI I UrJL'LCl'UWyr D'U VWJDUI.rr UDVYU fA1 f A{F 6 CITY OFASPEN CITY OF ASPEN GENERAL SERVICES AGREEMENT Project Number: 2022-053 THIS AGREEMENT made this 29th day of March, 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:Axias,Inc. ADDRESS: 1099 Capitol Street,Eagle,CO 81631 CONTACT PERSON:Martin Jacobs PHONE NUMBER: 703-706-0441 EMAIL:mjacobs@axiasinc.com DESCRIPTION OF SERVICE The services will include but are not limited to: Professional cost estimating The City does not guarantee a minimum dollar value of the contract. 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. DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UVIiVJIyI CImIupu IU.JMI/UrJL-LCI,UW r D-.7V.7VWJDUIir VDVYU DESCRIPTION OF AMOUNT,METHOD OR MANNER OF COMPENSATION The City will pay the contractor an hourly rate based on the rates provided for specific Services: Axias Personnel 2022 Hourly Rate Principal 200.00 Chief Estimator 175.00 Senior MEP Estimator 150.00 Senior Estimator 145.00 Estimator 120.00 Assistant Estimator 98.00 Certified Value Specialist 185.00 All invoices shall show a detailed breakout of all expenditures. The Contractor and the City may negotiate new rates upon each contract renewal period. The maximum value of the contract is $200,000.00 per contract year. AMENDMENTS TO GENERAL CONDITIONS None. 2 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 Ljuuuoiyn CIIVwupt!IU.JHI I urJL'LC%,U'M7r D'7UuU'VJDVI,rt?UDUYU 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. CityC A by: Contractor- OCAIgned by: By: AM OffAM la i. ,auk City Manager Title: Title: Pri nci pal Date: 5/5/2022 1 3:19:24 PM PDT Date: 4/4/2022 1 1:39:10 PM PDT Approved as to form: City Attorney's Office General Conditions Special Conditions can be found on City of Aspen Website . https : //www. cityofaspen. com/497/Purchasing I DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 5/18/2022 | 9:25:12 AM MDT Llmuoiyti r-immupu w.JI11I VrJL'4CVU'4.7r D-Z2Uvo 4JDLlliryUDWf LI r CITY OFASPEN CITY OF ASPEN GENERAL SERVICES AGREEMENT Project Number: 2022-053 THIS AGREEMENT made this 29th day of March, 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: Cumming Group ADDRESS: 88 Inverness Circle East,Building G,Suite 101,Englewood,CO 80112 CONTACT PERSON:Mark Smith PHONE NUMBER: 832-993-1688 EMAIL:msmith@cumming-group.com DESCRIPTION OF SERVICE The services will include but are not limited to: Professional cost estimating The City does not guarantee a minimum dollar value of the contract. 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. DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 VUW01YI I CI IVCIUFIC IL).UM I/VrUt-LC%,Uw Ur D-tPoyo-yJov%.rZ2ooV4u DESCRIPTION OF AMOUNT,METHOD OR MANNER OF COMPENSATION The City will pay the contractor an hourly rate based on the rates provided for specific Services: 7 ti o X l a qy M v5 Discipline Hourly Rate r Managing Director/ Director/ Regional Director 185.00 i Associate Director 175.00 Senior MEP Specialist Cost Manager j $165.00 Senior Cost Manager I $155.00 Cost Manager 125.00 Cost Manager Technician 115.00 All invoices shall show a detailed breakout of all expenditures. The Contractor and the City may negotiate new rates upon each contract renewal period. The maximum value of the contract is $200,000.00 per contract year. AMENDMENTS TO GENERAL CONDITIONS None. z DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 umuoigi I m ivvivpt IU.:lM I/UrJL'LCIV'Yyr D'U V'4JDUl,r UDU'iU 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,of dk%P'Fnne by: Contractor: DocuStgned by: By:LLW45--..a 0# By: F a SKl& 5093C2EF93E24F6... Title: City Manager Title: Regional Director Date: 5/5/2022 1 3:19:24 PM PDT Date: 4/12/2022 1 1:54:05 PM MDT Approved as to form: City Attorney's Office General Conditions Special Conditions can be found on City of Aspen Website . https : //www. cityofaspen . com/497/Purchasing DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 5/18/2022 | 9:25:12 AM MDT VUI:U01y1I CIIVU1UPV IV.UM I VrUGLCIV-4 r DUUyUWJDUt,r UUDVYU I . I rde CITY OFASPEN CITY OF ASPEN GENERAL SERVICES AGREEMENT Project Number: 2022-060 THIS AGREEMENT made this 29th day of March, 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:Excavation Services Inc. ADDRESS:PO Box 1159 Carbondale,CO 81623 CONTACT PERSON:Justin Nuun PHONE NUMBER:970-963-8355 EMAIL:justin@excavationservices.biz DESCRIPTION OF SERVICE The services will include but are not limited to: Electrical utility repairs and replacements Water utility repairs and replacements Sanitation line repairs and replacements Septic system installations and repairs Storm sewer repairs and replacements Building repairs and general excavation needs Materials haul-off General earth work and landscaping assistance During fault response trained and licensed City staff require additional resources to complete a timely repair. Additional expertise and equipment associated with utility excavation, roadway repair, and traffic control is a critical addition to City crews. A quick, skillfully executed repair by staff and an on-call contractor minimizes life and property risks as well as the possibility of an extended impact to the public. DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UVI:UJiyii mivwVlJC IU.up%i/Uf JL'LCI,U-ftyr D-UUUU-+ODU%,VUDVYU The City proposes utilizing contract services to reduce risk, augment staff, and provide the most efficient and timely settlement of electric faults repairs. This type of resolution ensures the highest level of service to our customers and community. Individual repairs vary depending on size, scope, and season. Work may take place during business hours, after hours, nights,weekends and holidays. Response to emergency services must be available 24/7, 365 days per year. Staff may require an immediate emergency response from an on-call contractor with a mobilization time not exceeding 30 mins. For example: contractor will be responsible for getting locates in the digging area; cone off and secure the area; communicate with citizens and/or business owners regarding the impact of the work that will take place; remove asphalt or concrete in the dig area; dig out damaged electric lines; backfill according to City standards; take any materials to the landfill; and replace asphalt or concrete that has been removed and obtain any required emergency permits. The City does not guarantee a minimum dollar value of the contract. 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. 2 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 VVt:UJRJII CIIVCIVNC IU.:1M1/VrJL'LCl'UW r D'U.7UWJDUI,r VDVYU DESCRIPTION OF AMOUNT,METHOD OR MANNER OF COMPENSATION The City will pay the contractor an hourly rate based on the rates provided for specific Services: LARGE EXCAVATOR HOUR S 170.00 MEDIUM EXCAVATOR HOUR 160.00 SMALL EXCAVATOR HOUR S 150.00 WHEEL LOADER HOUR S 170.00 BACKHOE HOUR S 125.00 SKID LOADER HOUR S 120.00 EXCAVATOR BREAKER HOUR S 80.00 ROTOMILL HOUR S 80.00 GRAVEL SLINGER HOUR S 200.00 ROAD GRADER HOUR S 170.00 SUPERVISOR HOUR S 90.00 PICKUP TRUCK DAY S 75.00 TRUCK&TRAILER HOUR S 140.00 TANDEM TRUCK HOUR S 110.00 TANDEM TRUCK&PUP HOUR S 130.00 WATER TRUCK HOUR S 115.00 SEPTIC PUMPER HOUR S 120.00 SMOOTH DRUM COMPACTOR HOUR S 110.00 SHEEPFOOT COMPACTOR HOUR S 110.00 WALKBEHIND COMPACTOR HOUR S 95.00 JJ COMPACTOR PER DAY S 220.00 LABOR HOUR S 60.00 TRAILER PUMP PER DAY S 550.00 SEWER CAMERA PER DAY S 300.00 CONFINED SPACE EQUIPMENT PER DAY S 200.00 WATER TRAILER PER DAY S 750.00 TOPSOIL TON S 55.63 BOULDERS TON S 100.75 PITRUN TON S 27.79 3/4 SCREEN ROCK TON S 33.00 3/4 ROAD BASE TON S 31.26 MASONARY SAND TON 81.63 DUMP FEES TRASH MIXED TON S 288.25 DUMP FEES TRASH CONCRETE TON S 65.50 DUMP FEES TRASH ASPHALT TON S 21.85 DUMP FEES DIRT TON S 21.85 MATERIALS LUMP SUM S 1.00 FLOW FILL PER YARD S 312.50 SWMP LUMP SUM S 800.00 ASPHALT TON S 145.00 COLD MIX TON S 235.55 TRENCH PLATES/SHORING DAY S 500.00 OVERTIME HOUR S 20.00 CONCRETE ILUMPSUM TBD TRAFFIC CONTROL ILUMPSUM TBD All invoices shall show a detailed breakout of all expenditures. The Contractor and the City may negotiate new rates upon each contract renewal period. The maximum value of the contract is $450,000.00 per contract year. AMENDMENTS TO GENERAL CONDITIONS None. DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUI:UJIIyii cimmupt:w.JM it UrJL'LCIiU'YZ?r D'ZIUUU'YJDUVruUDUyU 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 of Aspen: Contragpg;igned by:DocUSIgned by: By:FSAM By:E-- Title: City Manager Title: Presidet Date: 5/5/2022 1 3:19:24 PM PDT Date: 4/4/2022 1 3:46:53 PM MDT Approved as to form: City Attorney's Office General Conditions Special Conditions can be found on City of Aspen Website . https : //www. cityofaspen . com/497/Purchasing 4 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 5/18/2022 | 9:25:12 AM MDT UVI:U01yiI CIIVViUpV IU.JM I/UrJL'LCl,VW7r D'7V VWJDUVr UDV'/U 4r CITY OFASPEN CITY OF ASPEN GENERAL SERVICES AGREEMENT Project Number: 2022-060 THIS AGREEMENT made this 29th day of March, 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:Stutsman-Gerbaz,Inc ADDRESS:30376 State Highway 82 CONTACT PERSON:Shay Stutsman PHONE NUMBER:970-923-4379 EMAIL:shay.s@sgearthmoving.co DESCRIPTION OF SERVICE The services will include but are not limited to: Electrical utility repairs and replacements Water utility repairs and replacements Sanitation line repairs and replacements Septic system installations and repairs Storm sewer repairs and replacements Building repairs and general excavation needs Materials haul-off General earth work and landscaping assistance During fault response trained and licensed City staff require additional resources to complete a timely repair. Additional expertise and equipment associated with utility excavation, roadway repair, and traffic control is a critical addition to City crews. A quick, skillfully executed repair by staff and an on-call contractor minimizes life and property risks as well as the possibility of an extended impact to the public. DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 uV0001Y1l CI IVV1UPU Iu.ah 1 IurJL-cct.o-y ro-7u7u-Yoou.r uoutiu The City proposes utilizing contract services to reduce risk, augment staff, and provide the most efficient and timely settlement of electric faults repairs. This type of resolution ensures the highest level of service to our customers and community. Individual repairs vary depending on size, scope, and season. Work may take place during business hours, after hours, nights,weekends and holidays. Response to emergency services must be available 24/7, 365 days per year. Staff may require an immediate emergency response from an on-call contractor with a mobilization time not exceeding 30 mins. For example: contractor will be responsible for getting locates in the digging area; cone off and secure the area; communicate with citizens and/or business owners regarding the impact of the work that will take place; remove asphalt or concrete in the dig area; dig out damaged electric lines; backfill according to City standards; take any materials to the landfill; and replace asphalt or concrete that has been removed and obtain any required emergency permits. The City does not guarantee a minimum dollar value of the contract. 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. 2 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UVVUOKJII miveiupt:iU.umi I UrUL LCI+V'YUf'D-yU U iJDUVr'VDVYU DESCRIPTION OF AMOUNT,METHOD OR MANNER OF COMPENSATION The City will pay the contractor an hourly rate based on the rates provided for specific Services: Stutsman-Gerbaz Earthmoving Inc. 30376 Slate Highway 82 Snowmass CO 81654 Price List 2022 Equipment Trucking Mini Skid/Vermeer.................... $ 120.00 /HR Dump Truck(12 yd).................. $ 115.00 1HR Track/Skldsteer........ ............ $ 125.00 /HR End/Side Dump(20 yd).............$ 130.00 1HR CAT 939 Track Loader.............. $ 170.OD /HR Transport.............................. $ 130.00 /HR CAT 953 Track Loader..............$ 185.00 /HR *Heavy Transport..................... $ 200.00 1HR CAT 963 Track Loader............. $ 210.00 /HR *Dually Transport................ $ 95.00 1HR CAT 908 Rubber Tire Loader......-$ 135.00 /HR Water Truck........................... $ 115.00 1HR CAT 924 Rubber Tire Loader...... $ 160.00 /HR Fuel Pickup..........................I. $ 95.00 /HR CAT 938 Rubber Tire Loader......$ 165.00 /HR Plow Pickup........................... $ 100.00 /HR CAT 977 Track Loader........ $ 190.00 /HR Pilot Car................................... $ 70.00 /HR CAT 983 Track Loader........ $ 250.00 MR Goose Neck Trailer.................... $ 110.00 1HR CAT 432 Backhoe................... $ 145.00 /HR CAT 301 Excavator................. $ 115.00 /HR Small/Misc.Equipment paan..w.11-1.dae/ CAT 302 Excavator.................. $ 125.00 /HR Walk Behind Compactor........... $ 650.00 may CAT 303 Excavator.................. $ 135.00 MR Jumping Jack Compactor.......... $ 150.00 /Day CAT 349 Excavator................... $ 300.00 /HR Flat Plate Compactor................$ 150.00 may CAT 3D8 Excavator.................. $ 165.00 /HR Hilti Hammer.............................$ 200.00 /D.y CAT 314/315 Excavator........... $ 170.00 /HR Light Plant................................ $ 210.00 may ACAT 316 Excavator................. $ 175.00 1HR Rock Splitter......,....................$ 315.00 /Day CAT 3201323 Excavator............ $ 190.00 /HR Jack Hammer......................... $ 315,00 /Day CAT325/329 Excavator............ $ 200.00 1HR Compressor............................ $ 315,00 may 1ACAT336 Excavator................ $ 230.00 IHR Demo Saw ..................... $ 200,00 may CAT 140 Road Grader.............. $ 250.00 /HR Walk Behind Saw.................. $ 145.00 may CAT D6 Dozer....................... $ 200.00 1HR Thaw Machine...........................$1,500.00 may CAT CP-CS 323 Compactor...... $ 130.00 IHR Grizzly-Large...................... $ 500.00 /Day GPS for Equipment................. $ 125.00 1HR Grizzly-Small......................... $ 175.00 may Hammer for 336..................... $ 250.00 1HR 8'X 8'Trench Box......................$ 500.00 may Hammer for 314,320&325...... $ 160.00 /HR V X 17 Trench Box.................... $ 750.00 may Hammer for 308...................... $ 95.00 1HR V X 1&Trench Box.................... $1,000.00 /Day Hammer for 303...................... $ 70.00 1HR Bedding Box............................ $ 500.00 may Shake Plate for 308................... $ 80.00 /HR Screener................................ $ 65.00 /HR Shake Plate............................ $ 115.00 /HR 2"Pump................................ $ 265.00 /Day Comaction Wheel.................... $ 105.00 /HR 4"Pump................................ $ 525.00 may Connection Wheel.................... $ 105.00 /HR 6"Pump................................ $1,050.00 may Concrete Pulverisor.................. $ 250.00 /HR Bedding Bucket...................... $ 100.00 /HR Labor Supervision Materials Labor.................................... $ 70.00 IHR Topsoil.............................. Call NO Pipe Fitter.............................. $ 90.00 /HR 1 117'Rock............................ $ 15.95 [Ton Supervision................................. $ 130.00 /HR 3/4"Rock............................... $ 15.95 /Ton Total Statio/Rover/GPS Layout... $ 175.00 /HR 314" Road Base.......................$ 15,95 /Ton Mechanic/Welder.................... $ 150.00 /HR Plus Truck time from WSM Operator/Laborer overtime add $ 35.00 /HR Moisture condition 3/4"Road Base $ 65.00 /Load NOTE Prices for other materials upon request Contact Dave Stutsman(970r9234734.Cost of materials are subject to change without notice. Transport Weight Max: 35ton MAX Heavy Transport Weight Max: 50ton MAX Thank Youl All invoices shall show a detailed breakout of all expenditures. The Contractor and the City may negotiate new rates upon each contract renewal period. The maximum value of the contract is $450,000.00 per contract year. AMENDMENTS TO GENERAL CONDITIONS None. DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 Uul:uaiyI CImnulm IU.JM1/UrJL-LGI,U-Yyr D-UUVU-YJDLjv rtuDUYU 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 of As er• Con Signed by: LY67;mV4,4b by: S(au S{uts ou, By: By: cccn F9AnnQdld Title: city Manager Title: President Date: 5/5/2022 1 3:19:24 PM PDT Date: 4/6/2022 10:35:11 AM MDT Approved as to form: City Attorney's Office General Conditions Special Conditions can be found on City of Aspen Website . https : //www. cityofaspen . com/497/Purchasing 4 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 5/18/2022 | 9:25:12 AM MDT uuGUJlyll Ciivtvu u Iu.uMl Uf JL-ccw-y ro-au9u-aoou.rwovyu rr . t E I: I CITY OFASPEM CITY OF ASPEN GENERAL SERVICES AGREEMENT Project Number: 2022-022 THIS AGREEMENT made this 29th day of March, 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:Pye-Barker Fire,LLC DBA Tri County Fire Protection ADDRESS:3159 Baron Ln,Rifle,CO 81650 CONTACT PERSON:Jackie Holgate PHONE NUMBER:970-625-4533 EMAIL: holgatej@pyebarkerfire.com DESCRIPTION OF SERVICE The services will include but are not limited to: Fire Protection Services Including: Backflow Testing Fire Sprinkler Testing Alarm System Testing Fire Extinguisher Inspection, and replacement/recharging The City does not guarantee a minimum dollar value of the contract. 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. DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 vuuuoiyii r-irvewpu ni.urn i 7 uruc-c.u-aaro-u u-yoov reuov4v DESCRIPTION OF AMOUNT,METHOD OR MANNER OF COMPENSATION The City will pay the contractor an hourly rate based on the rates provided for specific Services: Lire Order Slip 1,,/0 It:em Nur)r,r Description Fax: 970-920-5197 unit Price U,,it L'r.teasion SPGSYSIISYSINSP/MZ,IIIT/ALARM TEST 5•i5.000 EA 5.15.0C.TEST F,I:D INSPECT FIRE ALARM: SYSTE:-1 AS PER IJFPI, STrrMARD,C, 1 1 C SYS INLP S'PI'. / SYS ZIJSF/f•I',:P: ' SP'r' TC;NJAL FIRE SFRI17YLFR I,CCO DI:CE rT SYS 3CS.000 EA 3E5.0C WIT1: PIF7, SiOR?: .O INCLUDF CITE A';°.LJAI. VISIT 3 ] 1 0 SYS INS'P 102 / SYS INSF/I'Lz-.'tJ1' R 1C2 COST TO INSP I?00D SYSTEh1 150.CG0 FA 15C.CC 4 1 1 C L,ABCR A': REG / 1_z,BOF: SYS ALAREG 135.000 HR 135.00LT,T;OR COS'; PFF: HOUR FOR FIRE ALARM REPAIR I 0 LABOR SP REG / LAIICF. SYS Spv RF.G 135.CCOSTPERHOJP. FOR FIRE SFRIIJ}:LER REPAIR 0 Firi 3,.00 G 1 i 0 A:2IJUAL I.AII:T / AI7I7CAL P171INT;INSP FIRE F.XTIIJ COS:' PEP, AIINJAL FIRE S E• >CC EA A.50E:':TII:^JISLER L.PE,.IOIJ AND I, F:iJICEPEPNFPA10STF ;L'ARDS 7 1 1 C RECH 10 DC P._. Ir: P..r 44.000 F.A 44.GOCRYCHEMICALIiANDPORTABLEFIREF.X:'I?QCUISHEP RECHARGE AND GYP MAINTE":ANCE AS F.EQUIF.ED. B 1 1 G I3AC};I'LOsJ / i;CI! FLO;' I'REV TES 115.000 EA 115.00COSTiF.R T,fISJAL EACYFI,OP: FF.F.'.'EIdTIO"J DE`JICr. CERTIFICF:TICIIPST v -.vzv Line Order Ship B/O Item Number Description Fax: 970-920-5197 Unit Price Unit Extension 9 1 1 0 5YR SPY, INTERNAL 5 YEAR FIRE SPRINKLER INTERNAL INSPECTION AS PER NFPA G`5'000 EA 625.00 25 STANDARDS. ALL ABOVE PRICES EXCLUDE IN PARTS REQUIRED FOR TESTING,INSPECTION, MAINTENANCE, OR REPAIR. 10 1 1 0 RECH 5 DC / RECH DC 5 LB11110DCMAINT 33.000 EA 33.00DCI•tAINT ASSEMBLY/CHF.,M 20.000 FA 2ADDEDTOEACHFIREEXTINGUISHERRECHARGE C.00 12 1 1 0 HYDRO DC / HYDRO DC ADDED TO EACH RECHARGE IF EXTINGUISHERS ARE 12 YEARS OR 21.000 EA 2i.00 OLDER 13 1 1 0 LABOR EN O/T / LABOR SYS ENGINEERED SYSTEM 200.000 HF 200.00140RECH20DC / RECH DC 20 LB 55.000 EA 55.0000 Materials at cost+25% All invoices shall show a detailed breakout of all expenditures. The Contractor and the City may negotiate new rates upon each contract renewal period. The maximum value of the contract is $200,000.00 per contract year 2 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUOU00.y11 mime u IV.JMI IUf JLYCI UW.7r DyU9U 4JO Vl'r UDVYU 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 ag ip4d by:Co r gbC tined by: By: LsAro. 0# By: , a itn t, R90V Title:city g Title: Manamanager Branch Manager Date: 5/5/2022 1 3:19:24 PM PDT Date: 4/4/2022 1 12:08:52 PM MDT Approved as to form: City Attorney's Office General Conditions Special Conditions can be found on City of Aspen Website . https : //www. cityofaspen. com/497/Purchasing 4 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 5/18/2022 | 9:25:12 AM MDT VuL;uaiyii mimupe IV.um it JL-LCLU Y r D U U'fJDVV'VDV4V I r t f CITYOFASPEN CITY OF ASPEN GENERAL SERVICES AGREEMENT Project Number: 2022-022 THIS AGREEMENT made this 29th day of March, 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:Vision Security ADDRESS:3710 Highway 82,Suite 3,Glenwood Springs,CO 81601 CONTACT PERSON:Jennifer Ford-Johnson PHONE NUMBER:970-945-4043 EMAIL:jennifer@visionsecurity.net DESCRIPTION OF SERVICE The services will include but are not limited to: Fire Protection Services Including: Backflow Testing Fire Sprinkler Testing Alarm System Testing Fire Extinguisher Inspection, and replacement/recharging The City does not guarantee a minimum dollar value of the contract. 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. DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UVVUJIyI CIIVCIupu IU.VM I I UrJL LCVU 1 r D U U-4JDUl'r VDVYV DESCRIPTION OF AMOUNT,METHOD OR MANNER OF COMPENSATION The City will pay the contractor an hourly rate based on the rates provided for specific Services: 1 rsion Sectrritl''s Fee Schedule: Commercial Fire Alarm 13lonitoring: $30.00 per month.includes daily tuner testing. Commercial Fire Alarm Cellular Communication:Monitoring(Takes the Place ofhro(2) telephone line requirement: S25.00 per niontli. Available for nnost conunercial fire alarm panels Commercial Fire Alarm Sentice: $175.00 per hour Commercial Fire Alarm.9Jler Hours Service: $260.00 per lnotu Securitn•.4larnr:isonitoririg:$25.00 per month, includes weekly tinier testing. Secrrritt•Alarm Cellular Alonitoring(Takes the Place of telephone line reuirement):S15.00 per month. Available for most Security Alann Panels. Securit•Alarm Sentice:$150.00 per hour Secrrritj•Alarm.After Hours Sen-ice: $225.00 per liour Materials at cost+25% All invoices shall show a detailed breakout of all expenditures. The Contractor and the City may negotiate new rates upon each contract renewal period. The maximum value of the contract is $200,000.00 per contract year. AMENDMENTS TO GENERAL CONDITIONS None. 2 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UVuuoiyii mivtnupt:mi.JMI/UrJL-LCI.u-•1yr D'yuyu—fJDUlir VUDV'fV 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 of Aspen: Contractor: Do Slpned by: DocuSignnedby: By: Sari OffBy: fir :F04 Title: city Manager Title: Manager Date: 5/5/2022 1 3:19:24 PM PDT Date: 4/5/2022 1 11:08:10 AM PDT Approved as to form: City Attorney's Office General Conditions Special Conditions can be found on City of Aspen Website . https : //www. cityofaspen. com/497/Purchasing 3 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 5/18/2022 | 9:25:12 AM MDT VUUU0II9II CIIVCIVpt:IV.UHI/VrUL'LCI.U—'1 r D'U.7U—YJD VIJr VDVYV 11 s / f I CITY OFASPEN CITY OF ASPEN GENERAL SERVICES AGREEMENT Project Number: 2022-027 THIS AGREEMENT made this 29th day of March, 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: Bishop Plumbing and Heating,Inc. ADDRESS:5080 County Road 154,Glenwood Springs,CO 81601 CONTACT PERSON:Kristin Davis PHONE NUMBER:970-945-9910 EMAIL: kristin@bishopplumbing247.com DESCRIPTION OF SERVICE The services will include but are not limited to: Supplier shall provide HVAC, Plumbing and Mechanical services on an as-needed basis for various City departments. Services will include all labor,materials, tools, supplies and equipment to complete the work. The work may include but is not limited to residential and commercial: New construction, Renovation, Tenant improvements, Service upgrades, Retrofits, Humidification, Air filtration, Controls, Alterations, Plumbing systems, 0 Hydronic piping systems, DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UVI:UJiyti CIimu1Jtl w.JMI/Uf JL'LCVVW r D'UU U'YJDUIJr UDUYU Process piping systems, Plumbing and piping fabrication, HVAC, Building controls, Design-assist construction process, AutoCAD drafting and design, and Emergency services. The contractor shall leave work areas free of all dirt, litter, lubricants, or materials utilized to perform the services. Contractors qualified to provide HVAC, Plumbing and Mechanical services are encouraged to apply,but contractors specializing in one or more of these disciplines will also be considered. The City does not guarantee a minimum dollar value of the contract. 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. 2 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUUUJiyI mimuliC mi.UM1/UrUL-LCVU-4ur D-UUUU-+ODu%,r VUDU4U DESCRIPTION OF AMOUNT,METHOD OR MANNER OF COMPENSATION The City will pay the contractor an hourly rate based on the rates provided for specific Services: Description Units Cost per Unit Labor 1 Hour S135 Second Technician Labor 1 Hour S 125 Emergency Labor 1 IIour 299 Holiday Labor 1 Hour 399 Drain Jetter Fee 1 150 Drain Machine 1 65 Drain Camera 1 150 Materials at cost+50% All invoices shall show a detailed breakout of all expenditures. The Contractor and the City may negotiate new rates upon each contract renewal period. The maximum value of the contract is $400,000.00 per contract year. AMENDMENTS TO GENERAL CONDITIONS None. DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUUUJIyie CnvCWNC w.ur%I f urJrcCw-Y:iro-tlotIu-yooul.rwovyu 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 of Is Contractor: oc igned by: Ll cuSigned by: By: Sam Oft By: SRW awS Title: city Manager Title: President Date: 5/5/2022 1 3:19:24 PM PDT D&4/2022 1 1:28:16 PM MDT Approved as to form: City Attorney's Office General Conditions Special Conditions can be found on City of Aspen Website . https : //www. cityofaspen . com/497/Purchasing 4 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 5/18/2022 | 9:25:12 AM MDT vuuuoiyii r-nvaiupu mu.um i i uruc-c.u-ro-o u a ou rwou4v 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. 3 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 vUuuaiyll CI IV upti Iu.uM1 UrUL-cc.u-y ro-o o-aJo ul.r oovYu I CITY OFASPEN CITY OF ASPEN GENERAL SERVICES AGREEMENT Project Number: 2022-027 THIS AGREEMENT made this 29th day of March, 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: Trane ADDRESS: 2387 River Road,#110,Grand Junction,CO 81505 CONTACT PERSON: Wes Greenwalt PHONE NUMBER: 970-985-0029 EMAIL:wgreenwalt@trane.com DESCRIPTION OF SERVICE The services will include but are not limited to: Supplier shall provide HVAC, Plumbing and Mechanical services on an as-needed basis for various City departments. Services will include all labor, materials, tools, supplies and equipment to complete the work. The work may include but is not limited to residential and commercial: New construction, Renovation, Tenant improvements, Service upgrades, Retrofits, Humidification, Air filtration, Controls, Alterations, Plumbing systems, 9 Hydronic piping systems, DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUI:UJRyiI mIV upt:IU.um it JL-LCI,UY r D V V-'MJDUl,r.7VDUYU Process piping systems, Plumbing and piping fabrication, HVAC, Building controls, Design-assist construction process, AutoCAD drafting and design, and Emergency services. The contractor shall leave work areas free of all dirt, litter, lubricants, or materials utilized to perform the services. Contractors qualified to provide HVAC, Plumbing and Mechanical services are encouraged to apply,but contractors specializing in one or more of these disciplines will also be considered. The City does not guarantee a minimum dollar value of the contract. 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. DESCRIPTION OF AMOUNT,METHOD OR MANNER OF COMPENSATION HVAC Service Technician: $167.00/hr. Controls Technician: $164.00/hr. Travel would be from Glenwood Springs for both types of service unless that individual is not available, at that time the travel would be from Grand Junction. No markup for Trane materials. All other materials at cost+40% All invoices shall show a detailed breakout of all expenditures. The Contractor and the City may negotiate new rates upon each contract renewal period. The maximum value of the contract is $400,000.00 per contract year. AMENDMENTS TO GENERAL CONDITIONS None. 2 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UVuuoiyii r-mutUNtl IU.JM I/Uru/-LGI,.U-4vr D-VUuu-YJDUVrvuDU'fV AMENDMENTS TO GENERAL CONDITIONS The parties acknowledge and understand that this Service Agreement is, except as specifically amended hereinabove, subject to all of the terns 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 of Aspen: Contractor: Trane U.S. Inc. DocuS ned by: g Sava l gy: 91` 2DA4D214EE19428... Title: city Manager Title: Area General Manager Date: 5/5/2022 1 3:19:24 PM PDT Date: February 28,2022 Approved as to form: City Attorney's Office General Conditions Special Conditions can be found on City of Aspen Website . https : //www. cityofaspen. com/497/Purchasing 2 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 5/18/2022 | 9:25:12 AM MDT UVGUJIy i r-imnupti mi.JM urJL-ccl.u-y ro-auyo-yoou.rwouYu 4 e i CITYOFASPEN CITY OF ASPEN GENERAL SERVICES AGREEMENT Project Number: 2022-028 THIS AGREEMENT made this 29th day of March, 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: Sandy's Office Supply,Inc. ADDRESS: 630 E Hyman Avenue.Aspen CO 81611 CONTACT PERSON:Mike Husaluk PHONE NUMBER: 970-925-1620 EMAIL: mike@sandysofficesupply.com DESCRIPTION OF SERVICE The services will include but are not limited to: Provide supplies for janitorial needs in City facilities Communicate directly with City janitorial contractors to ensure they have the supplies they need Provide City staff with additional items needed upon request The City does not guarantee a minimum dollar value of the contract. 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. DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUI:UJiyiI r-I viupC IU.UM1/LIru/-LCLrU-YvrD-VUUU'YJDLJ%,r VUOUYU DESCRIPTION OF AMOUNT,METHOD OR MANNER OF COMPENSATION Pricing for materials and supplies to be based on vendor cost times 143% or sale price. Whichever is lower. The Contractor and the City may negotiate new rates upon each contract renewal period. The maximum value of the contract is $200,000.00 per contract year. AMENDMENTS TO GENERAL CONDITIONS None. 2 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 vuuuoiyii cirvaiuve mi.um uruc-c.0 ti ro-u u-yoou.r uoutiv 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 of Aspen: Con Mlgned by: DocuSlp/ nej d by: LA01 S By: Iarx "/" By: 6C691E1D8003490... 2DA4D214EE19428... Title: city Manager Title: V.P. 5/5/2022 1 3:19:24 PM PDT Date:Date: 4/4/2022 I 2:25:31 PM PDT Approved as to form: City Attorney's Office General Conditions Special Conditions can be found on City of Aspen Website . https : //www. cityofaspen. com/497/Purchasing 3 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 5/18/2022 | 9:25:12 AM MDT vuuuoiyn ciimupv w.umI I UruL-LC%.u-4z2ro-yut2u-+aovL.rwou4u Y f I CITYOFASPEN CITY OF ASPEN GENERAL SERVICES AGREEMENT Project Number: 2022-028 THIS AGREEMENT made this 29th day of March, 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:Western Paper/Imperial Dade ADDRESS:333 South Ave Grand Junction,CO 81501 CONTACT PERSON:Nathan Cook PHONE NUMBER:303-918-3776 EMAIL: ncook@westernpaper.com DESCRIPTION OF SERVICE The services will include but are not limited to: Provide supplies for janitorial needs in City facilities Communicate directly with City janitorial contractors to ensure they have the supplies they need Provide City staff with additional items needed upon request The City does not guarantee a minimum dollar value of the contract. 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. DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 L vt;uaiyi CIIV upa IU.uh I I Llru/-LCliU-+ur D-UUUU-4JDu%,r7UDU•1V DESCRIPTION OF AMOUNT,METHOD OR MANNER OF COMPENSATION Pricing for materials and supplies to be at 15% off list pricing. The Contractor and the City may negotiate new rates upon each contract renewal period. The maximum value of the contract is $200,000.00 per contract year. AMENDMENTS TO GENERAL CONDITIONS None. z DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 LJUI:uaiyiI mimupw iu.UM I f UrJL-Lr-%,u-YUr D-UUUU-'4JDUl,r UUDU4U 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 of s 9n ContracJ,orsIonea by: By:L x By: N au. CbO C Title: city Manager Title: sales Leader Date: 5/5/2022 1 3:19:24 PM PDT Date: 4/5/2022 1 12:26:37 PM PDT Approved as to form: City Attorney's Office General Conditions Special Conditions can be found on City of Aspen Website . https : //www. cityofaspen. com/497/Purchasing 3 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 5/18/2022 | 9:25:12 AM MDT UVVUJIIyti r- I uiupt7 IU.UN1/UrUCLCVU-Y.7r D'7U U YJDUIir VDV4U CITY OFASPEN CITY OF ASPEN GENERAL SERVICES AGREEMENT Project Number: 2022-028 THIS AGREEMENT made this 29th day of March, 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: Sanitary Supply Corp ADDRESS: 787 22 Road,Grand Junction,CO 81505 CONTACT PERSON:Bruce DeRush PHONE NUMBER:970-414-0152 EMAIL:bderush@sanitarysupplycorp.com DESCRIPTION OF SERVICE The services will include but are not limited to: Provide supplies for janitorial needs in City facilities Communicate directly with City janitorial contractors to ensure they have the supplies they need Provide City staff with additional items needed upon request The City does not guarantee a minimum dollar value of the contract. 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. DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 L/UI:UJiysi r-imnupu IU.J/11l VrU4-4CVU—NUr D'UUUU'YJDUI'rvUDUYV DESCRIPTION OF AMOUNT,METHOD OR MANNER OF COMPENSATION Pricing for materials and supplies to be at a preferred customer rate of 15% off the list price at: www.sanitarysupplycorp.com This list price and discounted price are to be shown on all invoices. The Contractor and the City may negotiate new rates upon each contract renewal period. The maximum value of the contract is $200,000.00 per contract year. AMENDMENTS TO GENERAL CONDITIONS None. z DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UVI:uoiyii r-I utupC mi.umI/UrULYCIiU'471"D'U U'YJDUI,.r V DVMU 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 of We,.Contracto cuSipned by: ByFocuaYa {} By: A". V.W, Title: city Manager TitleAccount Manager Date: 5/5/2022 1 3:19:24 PM PDT Date: 4/4/2022 1 1:48:38 PM MDT Approved as to form: City Attorney's Office General Conditions Special Conditions can be found on City of Aspen Website . https : //www. cityofaspen. com/497/Purchasing DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 5/18/2022 | 9:25:12 AM MDT Uul:uaiyiI mIvetupu mi.UMI/UrVGYCI..U 4yr D U V-YJDUt+r UDU4U r} f. CITY OFASPEN CITY OF ASPEN GENERAL SERVICES AGREEMENT Project Number: 2022-030 THIS AGREEMENT made this 29th day of March, 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: BC Interiors ADDRESS:3550 Frontier Ave,Suite C2,Boulder,CO 80301 CONTACT PERSON:David Chapman PHONE NUMBER:303-443-3666 EMAIL: david@bcinteriors.com DESCRIPTION OF SERVICE The services will include but are not limited to: Office design and layout assistance New office furniture purchasing and installation Repairs and modifications to existing office furniture Office furniture moving and removal assistance Great communication with City staff On-time, considerate, and quality work The City does not guarantee a minimum dollar value of the contract. DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUUU01yiI CIIVCIUPt!IU.UM I/UrL1L-LCl,U-'fZlr D-UUUU-90DU\,r Z7UDU'1L/ 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. DESCRIPTION OF AMOUNT,METHOD OR MANNER OF COMPENSATION The City will pay the contractor an hourly rate based on the rates provided for specific Services: City of Aspen Discounting Manufacturer Discount%Off List AIS 65% AIS(seating only) 47% Safco 47% HON 50% Haworth(starting at) 40% Global 40% Great Openings 65% Loft"'all 40% National 50% Kimball 50% ETC 50% Friant 68% Rocky Mountain Furniture Group 45% Human Scale 40% Human Scale(Monitor Arm&Keyboards) 50% X-Chair 42% Sit on It 45% NuCraft 40% Va 45% ERG International 48% Additional discounting may be available based on order volume BC Interiors Service Rates Design 851hour Project Management 851hour Delivery I Installation I Service 75lhour All invoices shall show a detailed breakout of all expenditures. The Contractor and the City may negotiate new rates upon each contract renewal period. 2 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UuI:UoiyiI CIivwwptl IU.uMI/UrUL-LCl,u-4ur D-UuZPu-MJDU%,r:fuDV'!U The maximum value of the contract is $400,000.00 per contract year. AMENDMENTS TO GENERAL CONDITIONS None. 3 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUI;UJII,JII mivwup"IU.JM it Uruz-LCI.U-fur D-ZlUt7U-YJDUIir UUDUYU 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 of 6As ond by: Contracp°sioned by: By: SctY L 0* By:FVaui a., Title: city Manager Title: President Date: 5/5/2022 1 3:19:24 PM PDT Date: 4/6/2022 1 1:31:01 PM PDT Approved as to form: City Attorney's Office General Conditions Special Conditions can be found on City of Aspen Website . https : //www. cityofaspen .com/497/Purchasing 4 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 5/18/2022 | 9:25:12 AM MDT vuuuolyll cllvn upe IU.uM Uf JLYCI,U-47r o-wyu-tiJou.r avovyu d®6 I CITYOFASPEN CITY OF ASPEN GENERAL SERVICES AGREEMENT Project Number: 2022-030 THIS AGREEMENT made this 29th day of March, 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:Sandy's Office Supply,Inc. ADDRESS: 630 E Hyman Avenue.Aspen CO 81611 CONTACT PERSON:Mike Husaluk PHONE NUMBER:970-925-1620 EMAIL: mike@sandysofficesupply.com DESCRIPTION OF SERVICE The services will include but are not limited to: Office design and layout assistance New office furniture purchasing and installation Repairs and modifications to existing office furniture Office furniture moving and removal assistance Great communication with City staff On-time, considerate, and quality work The City does not guarantee a minimum dollar value of the contract. 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. DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 uuuuoiyn r-musuNc iu.uh i i uruc-cc.0 yaro-u u-w ou rwou4v DESCRIPTION OF AMOUNT,METHOD OR MANNER OF COMPENSATION The City will pay the contractor an hourly rate based on the rates provided for specific Services: Description Units Cost per Unit Subtotal Total Installer IHour 52.91 52.91 52.91 Installer OT and weekends 1 Hour 79.37 79.37 79.37 Lead Installer I Hour 59.63 58.63 58.63 Lead Installer OT l Hour 86.52 86.52 86.52 Van Day 228.80 228.80 228.80 Truck Day 343.20 343.20 343.20 Designer l Hour 65.85 65.85 65.85 Pricing for furniture to be based on vendor cost times 143% All invoices shall show a detailed breakout of all expenditures. The Contractor and the City may negotiate new rates upon each contract renewal period. The maximum value of the contract is $400,000.00 per contract year. AMENDMENTS TO GENERAL CONDITIONS None. 2 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 uuuuoiyii mivviuNc mi.ur iiur c-co.u-gyro-u u-4 ouv.ryvovyu The parties acknowledge and understand that this Service Agreement is, except as specifically amended hereinabove, subject to all of the terms and conditions set forth in the City of Aspen General Conditions for Service Agreements, a copy of which is appended hereto as Appendix "A" and by this reference made a part hereof. Having agreed to the above and foregoing,the parties hereto do affix their signatures. Ci of Aegep Co y$ignedby: Docu$i nedliy: Sara 0 f U A .U, NuskA B By: 8C891E1D8003490... Title: city Manager Title: V.P. Date: 5/5/2022 1 3:19:24 PM PDT Date: 4/4/2022 1 2:24:09 PM PDT Approved as to form: City Attorney's Office General Conditions Special Conditions can be found on City of Aspen Website . https : //www. cityofaspen. com/497/Purchasing DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 5/18/2022 | 9:25:12 AM MDT Limuoiyi GIIV upr.w.uM I/L/ruL-LCl,UW7f'D-UU7U-4JDVl,rtpUDU4U Y t CITY OFASPEN CITY OF ASPEN GENERAL AS-NEEDED SERVICES AGREEMENT Project Number: 2022-066 THIS AGREEMENT made this 4 day of March, 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: San Juan Striping ADDRESS:21481 Solar Court,Delta,CO 81416 CONTACT PERSON:Jeffrey K Kinnett PHONE NUMBER:970-596-6957 EMAIL:jeffk@sanjuanstriping.com DESCRIPTION OF SERVICE Striping for all bike/pedestrian and parking symbols located within the City of Aspen including all markings on roadways and trails. This includes a green bike box, sharrows, bus only indication and specific striping indicating bikers/pedestrian and parking information. 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 Apri 1 01, 202phe City will allow an annual price increase based on CPI for years two and three, and the renewals if exercised. Because the contractor will not work exclusively for the City and will have other clients, the City anticipates selecting one to three contractors to provide the services. The City does not guarantee a minimum dollar value per work order, per year or throughout the contract period. The maximum dollar value per calendar year shall be $200,000 per contractor. Contract rates will be valid for all every City departments. DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UVI:uoigii r-me pic IU.uM I/UruL'LCIiU'4 r D'U UWJDUlrr SUDVYU DESCRIPTION OF AMOUNT,METHOD OR MANNER OF COMPENSATION Description Units Cost per Unit Subtotal Total Bike Symbols 47.00 Pedestrian Symbols 41.00 Arrows 25.00 Bike Sharrows w/dashes repaint 95.00 Bike Sharrows w/dashes layout 115.00 Crosswalks per sq ft 1.70 sq ft Green box per sq ft 2.15 sq ft 8'Bus Only&School letters 16.50 per letter 4"bike lane line per lin ft 36 per lin ft 4"bike lane line layout per lin ft 48 per lin ft Mobilization 600.00 for the fast day$300.00 per day after that. 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 Exhibit"A" and by this reference made a part hereof. Having agreed to the above and foregoing,the parties hereto do affix their signatures. City of o'Rg.ed by: ContraStor gned- by: By: Sara By: 6-'-f Title: city Manager Title: owner Date:Date: 5/5/2022 1 3:19:24 PM PDT 4/7/2022 1 9:16:53 AM MDT Approved as to form: City Attorney's Office General Conditions Special Conditions can be found on City of Aspen Website . https : //www. cityofaspen . com/497/Purchasing 2 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 5/18/2022 | 9:25:12 AM MDT uuwoiyti cn nupt:w.ur%i i uruc-ccw-tiaro-VuZIu--+oou%.ryvovyu LJ i CITY OFASPEN CITY OF ASPEN GENERAL SERVICES AGREEMENT Project Number: 2022-036 THIS AGREEMENT made this 29th day of March, 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: Sno White Linen and Uniform Rental Inc. ADDRESS: PO BOX 6420,Colorado Springs,CO 80934 CONTACT PERSON:M.Dalrymple PHONE NUMBER: 719-634-2866 EMAIL: mdalmple@snowhitelinen.com DESCRIPTION OF SERVICE The services will include but are not limited to: Provide entryway rugs and supplies to City facilities Professionally maintain, inspect and service provided rugs per service interval created with City staff The City does not guarantee a minimum dollar value of the contract. 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. DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 uuuuoiyll Ciivviupt:mi.J/1 VruL-cCt,u-4 ro-u7o-yJ ut.r yvovyu DESCRIPTION OF AMOUNT,METHOD OR MANNER OF COMPENSATION The City will pay the contractor an hourly rate based on the rates provided for specific Services: P.O.Number Work Order Yes Barcoded No Finance Charge 0.0% Salesman Account Type Healthcare Install Date 1/21/2011 Stop Minimum 0.00 Taxable No payment Type CHARGE Restart Date 4/132020 ENERGYIFUEL CH 0.00% $0.00 State Tax 00 0 of Invoices 1 Contract Exp 2/7/2012 Environmental Ch, 0.00% $0.00 County Tax Garment Mark 4729W SIC Code Handling Charge $0 00 City Tax 00 Statement Freq Period Node$ 0 ENERGY SURCHA 8.12% $2.50 Delivery Freq 7 Statement Type Open Item Stmt Discount 0.00 Invoice Discount 0.00% Contact Freq Statement Group 0 Account Locked No Customer LockedNo Special Instructions Wearer SKU Sizes Description Wearer Name/Locker Make DEL Reg Oty Spec Price Auto Unit Flat Tax Group Up Freq Inv Asgn Inv Type Count Price Rate/Mln 4240 LAUNDRY BAG WHITE L 7 0 0 0 6 1 S2.1000 $2.10 Y Delivery Days W Avg Wkly Vol 2.40 Avg Dely 1 Price Changed 5.00%or$2.0000 on 4172021 By DEBBIE 4297 MAT 3X4 CHARCOAL L X 0 0 0 6 1 $4.5000 $4 50 N Delivery Days W Avg Wkly Vol 0 00 Avg DeH 1 Price Changed 0 4298 MAT 4X6 CHARCOAL L 7 2 0 0 6 1 $6.0000 $6.00 Y Delivery Days W Avg Wkly Vol 6.86 Avg DeH 1 Price Changed 0 4299 MAT 3X10 CHARCOAL L 7 4 0 0 6 2 $7.5000 $15.00 Y Delivery Days W Avg Wkly Vol 17.14 Avg Delv 2 Price Changed 0.00%or$15.0000 on 1212011 2 5585 32 32 JEAN,PD60PVVf.DENIM HENRY G X 0 0 0 5 4 $1.5000 $6 00 Y Delivery Days W Avg Wkly Vol 0.00 Avg Delv 1 Price Changed 0.00%or$6 0000 on 7/302013 2 5354RG L SHIRT,SP14NV,NAVY BLUE HENRY G X 0 0 0 5 4 $0.6500 S2.60 Y Delivery Days W Avg Wkly Vol 0.00 Avg Delv 1 Price Changed 0.00%or$2.6000 on 7/302013 3 5585 36 32 JEAN,PD60PW.DENIM WAYNE G X 0 17 0 5 5 $1.50W S7.50 Y Delivery Days W Avg Wkly Vol 0.00 Avg Delv 0 Price Changed 0.00%or$7.5000 on 11/82011 3 5354RG XL SHIRT,SP14NV,NAVY BLUE WAYNE G X 0 11 0 5 5 $0.650D S3.25 Y Delivery Days W Avg Wkly Vol 0 00 Avg Dely 0 Price Changed 0.00%or S3.2500 on 111=011 4 5585 36 30 JEAN,PD60PW,DENIM DANIEL G 7 11 35 0 5 5 $1.5000 S7.50 N Delivery Days W Avg Wkly Vol 8.57 Avg Oety 0 Price Changed 0.00%or$7.5000 on 11/12/2013 4 5354RG LR SHIRT,SP14NV,NAVY BLUE DANIEL G 7 11 17 0 5 5 $0.6500 $3.25 N Delivery Days W Avg Wkly Vol 3.71 Avg Delv 0 Price Changed 0.00%or$3.2500 on 11112/2013 5 5585 38 38 JEAN,PD60PVV,DENIM JASON G X 0 0 0 5 5 $1.5000 S7.50 N Delivery Days W Avg Wkly Vol 0 00 Avg Dely 0 Price Changed 0.00%or$7.5000 on 3/13/2017 By AYON 5 5354RG XL SHIRT,SP14NV,NAVY BLUE JASON G X 0 0 0 5 5 $0.6500 $3.25 N Delivery Days W Avg Wkly Vol 0.00 Avg Dely 0 Price Changed 0.00%or$3.2500 on 3/132017 By AYON 6 5585 30 32 JEAN,PD60PW,DENIM HUMBERTO G 7 11 11 0 5 5 $1.5000 S7.50 N Delivery Days W Avg Wkly Vol 8 57 Avg Dely 0 Price Changed 130.77%or$3.2500 on 3242020 By AYON 6 5354RG M SHIRT,SP14NV,NAVY BLUE HUMBERTO G 7 11 11 0 5 5 $0.6500 $3.25 N Delivery Days W Avg Wkly Vol 3.71 Avg Dely 0 Price Changed 0.00%or S3.2500 on 3242020 By AYON 7 5585 32 32 JEAN,PD60PW.DENIM KYLE G 7 11 11 0 5 5 $1.5000 $7.50 N Delivery Days W Avg Wkly Vol 8.57 Avg Dely 0 Price Changed 0.00%or S7.5000 on 1152021 By"ON 7 5354RG L SHIRT,SP14NV,NAVY BLUE KYLE G 7 11 11 0 5 5 $0.6500 $3.25 N Delivery Days W Avg Wkly Vol 3 71 Avg Dely 0 Price Changed 0.00%or$3.2500 on 1152021 By AYON Total Avg Wkly Vol 63.24 2 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUGUORy11 CI Ivetupu IL).VM 1/Ut•UL-LCVV-Y r D-U U-YJDUI f"UDVYV P.O.Number Work Order Yes Barcoded No Finance Charge 24.00 Salesman Account Type Tie Install Date 9/162019 Stop Minimum 0.00 Taxable No Payment Type CHARGE Restart Date 5/11/2021 ENERGY/FUEL CH 0.00% $0.00 State Tax of Invoices 1 Contract Exp 9/172024 Environmental Ch. 0.00% $0.00 County Tax Garment Mark SIC Code Handling Charge $0.00 City Tax Statement Freq Period Node# 0 ENERGY/FUEL CH 0.00% $2.50 Delivery Freq 6 Statement Type Open Item Stmt Discount 0.00 Invoice Discount 0.00% Contact Freq Statement Group 0 Account Locked No Customer LockedNo Special Instructions Wearer SKU Sizes Description WearerName/Locker Make DEL Reg Qty Spec Price Auto Unit Flat Tax Group Up Freq Inv Asgn Inv Type Count Price Rate/Min 1900 A/R MAINTENANCE CHARGE A 9 0 0 0 6 1 $1.31D4 $1.31 Y elivery Days F Avg Wkly Vol 0.37 Avg Dely 1 Price Changed 3.50%or$1.2661 on 12/212021 By DEBBIE 4297 MAT 3X4 CHARCOAL L 6 4 0 0 6 2 S4.5867 $9.17 Y elivery Days F Avg Wkly Vol 5.24 Avg Dely 2 Price Changed 3.50%or$8.8632 on 12212021 By DEBBIE 4298 MAT 4X6 CHARCOAL L 6 2 0 0 6 1 S7.8627 $7.86 Y elivery Days F Avg Wkly Vol 449 Avg Defy 1 Price Changed 3.50%or$7.5968 on 1221/2021 By DEBBIE Total Ava Wkly Vol 10.10 All invoices shall show a detailed breakout of all expenditures. The Contractor and the City may negotiate new rates upon each contract renewal period. The maximum value of the contract is $200,000.00 per contract year. AMENDMENTS TO GENERAL CONDITIONS None. DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 Limuoiyii r-mutup"iu.uhi t urarcr-t..v-wziro-UUVU- ODut.rwou•ru The parties acknowledge and understand that this Service Agreement is, except as specifically amended hereinabove, subject to all of the terms and conditions set forth in the City of Aspen General Conditions for Service Agreements, a copy of which is appended hereto as Appendix "A" and by this reference made a part hereof. Having agreed to the above and foregoing,the parties hereto do affix their signatures. Ci boEaspn fIL y: ContracDoccu$Igned by: B SAM By: t inn, tt.dutr Title: city Manager Title: Partner Date: 5/5/2022 1 3:19:24 PM PDT Date: 4/7/2022 1 12:25:07 PM MDT Approved as to form: City Attorney's Office General Conditions Special Conditions can be found on City of Aspen Website . https : //www. cityofaspen. com/497/Purchasing 4 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 5/18/2022 | 9:25:12 AM MDT VUL;UJlylI CIIVCIUpV IV.JNI/Uf JLYCVV"'fyf D-U UWJDUI'f VDVYV I CITY OF ASPEN CITY OF ASPEN GENERAL SERVICES AGREEMENT Project Number: 2022-037 THIS AGREEMENT made this 29th day of March, 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:Vision Security ADDRESS:3710 Highway 82,Suite 3,Glenwood Springs,CO 81601 CONTACT PERSON:Jennifer Ford-Johnson PHONE NUMBER:970-945-4043 EMAIL:jennifer@visionsecurity.net DESCRIPTION OF SERVICE The services will include but are not limited to: Provide security services for City facilities per agreed upon interval Ensure building doors are secured per agreed upon schedule Walk through City facilities inspecting for issues Turn off certain City lights to ensure we are achieving our environmental standards Oversee and initiate repairs to door locks and hardware as needed Additional details are listed in Exhibit B. The City does not guarantee a minimum dollar value of the contract. 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. DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUUUolylI CIIVVIUpe IU.UhI/UrUCLCIiU-NUr D'UUUU'4JDUI ryUDU9U DESCRIPTION OF AMOUNT,METHOD OR MANNER OF COMPENSATION The City will pay the contractor an hourly rate based on the rates provided for specific Services: 13sion Secrrrity's Fee Schedule: Commercial Fire Alarm Monitoring. $30.00 per month, includes daily timer testing. Commercial Fire Alarm Cellular Communication?Monitoring(Takes the Place of two(2)telephone line requirement: $25.00 per month.Available for most commercial fire alarm panels Commercial Fire Alarm Service: 5175.00 per hour Commercial Fire Alarm After Hours Service: $260.00 per hour Security Alarm Jfonitoring:$25.00 per month, includes Nveekly timer testing. Security Alarm Cellular:llonitoring(Takes the Place of telephone line reuirenrent):$15.00 per month. Available for most Security Alarm Panels. Security Alann Semiee: S150.00 per hoar Securitt,Alarm After Horns Seri-ice. $225.00 per hour Materials at cost+25% All invoices shall show a detailed breakout of all expenditures. The Contractor and the City may negotiate new rates upon each contract renewal period. The maximum value of the contract is $200,000.00 per contract year. AMENDMENTS TO GENERAL CONDITIONS None. 2 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UVI:uoiyil GIVCIVpt;IU.UMi/UrU/-zc%,u-.+ur D-UUUU--+aDUI,r VUDV'ILJ 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 of Aspen- Contractor: Lro- by: DocuSigned by: By:I By: t,l Un,i t,V ; 12977F4A8CB94DC... Title: city Manager Title: Manager Date: 5/5/2022 1 3:19:24 PM PDT Date: 4/5/2022 1 10:04:55 AM PDT Approved as to form: City Attorney's Office General Conditions Special Conditions can be found on City of Aspen Website . https : //www. cityofaspen. com/497/Purchasing 3 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 5/18/2022 | 9:25:12 AM MDT LIUI:UJiyi r_nvwvpu mi.JM 1/UrJL-LCl.U-4tir D-yUJU-4JDUlir UUDUYU 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-Assi airgbility. 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 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 4 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UuuuoiyI I G ivwupti IU.JM 1/UrUCGCI,U-Nzir D'ZIU:7U'NJDUMrvuDU9U 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 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, 5 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UVUVOiyi r—imnupC w.VMIIUI'JG'GCIiV'Y I"D'U U'YJDUI+r yVOVYU 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. 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. fi DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 uvuUolyll miv upc Iu.JMI Uf JL-ccw-y ro-7u u-tioova.r uovyu 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. 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. 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 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. 7 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UVI:UJiyii r-mviupti IU.VM1IUrJL-LCI,U-•tyr D-UUVU'4JDUl,r7UDVYU 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 parry based on any alleged unequal status of the parties in the negotiation,review or drafting of the Service Agreement. 13. Certification Regarding Debarment, Suspension, Ineli igbility, 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. 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. 9 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUUVJRy11 mimupC IU.:1M 1/UrULYC+U-Y r D-U7U-YJD UI,r VDV4U 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 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 9 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 uut{uolyll mivviu u mi.JM UrJL-L CI+U-Yar C-yo u-yo u.r ucuyu 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: 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: 10 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 Ljuwaiy I r-I viuvC IU.uN 1/UruG'LC%.,u-+7r D'7UZIU'40DUlJruuDU4U 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 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. II DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UVI:UJIyti mivwupu w.um I/IJruz-LCI.V-Yur D-UUUU-'1JDL%,r UUDV'+L/ 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. 12 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 Llul:uoiyi mimupu mi.uh I I UruL-LCl u--4ur D-UUuu-400 Lit r.`lUDU'4V As Needed changes in contracts 2022-020 High County Copiers-Changes to rates, no modification to contract template language 2022-020 ImageNet-Changes to rates, no modification to contract template language 2022-020 All Copy Products-Changes to rates, minor modification to contract template language Section 4 Exhibit A-vendor added comment: Customer will relinquish any parts or unused consumables upon this request 2022-022 Johnson Controls-Changes to rates, no modification to contract template language 2022-025 Timberline Construct-Changes in rates, modifications made to section 4 Exhibit A: Workers Compensation changed from 1 million to 500K General Liability from 2 million to 1 million 2022-035 CRW Roofing-Changes to rates, no modification to contract template language 2022-065 Martin and Martin-Changes indicated in RED in body of Exhibit A Section 3—Non-Assignability Section 8—Independent Contractor Status Section 9—Indemnification Section 10(c)—Commercial General Liability Insurance 2022-065 Mountain Pine-Changes made to duration of agreement to add: Because the contractor will not work exclusively for the City and will have other clients, the City anticipates selecting one to three contractors to provide the services. The City does not guarantee a minimum dollar value per work order,per year or throughout the contract period. The maximum dollar value per calendar year shall be$100,000 per contractor. Contract rates will be valid for all every City departments. 2022-066 San Juan Stripping-Added starting date on contract DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 VuL;uoiyii CIIV upd w.uMl ILlruG^LCI,u-+ur D—ZIUUU-+ODVl.rzpUDU4U a 's CITY OFASPEN CITY OF ASPEN GENERAL SERVICES AGREEMENT Project Number: 2022-065A THIS AGREEMENT made this 14th day of April,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: Martin/Martin,Inc. ADDRESS: 12499 West Colfax Ave,Lakewood,CO 80215 CONTACT PERSON:Andre Schlappe PHONE NUMBER:720-544-5396 EMAIL:aschlappe@martinmartin.com DESCRIPTION OF SERVICE CAD civil services to work with licensed engineers within the Engineering Department as a team. Professional engineers within the department will supply contractor with information for design of roadways, sidewalks and other civil structures including utilities for inclusion within City of Aspen documents. Contractor will provide full construction drawings for alignments, profiles, details and other items required for full construction drawings. The project will include city projects done within the Aspen Engineering Department and may include additional civil services. 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 March 2022. The City will allow an annual price increase based on CPI for years two and three, and the renewals if exercised. Because the contractor will not work exclusively for the City and will have other clients, the City anticipates selecting one to three contractors to provide the services. The City does not guarantee a minimum dollar value per work order, per year or throughout the contract period. The maximum dollar value per calendar year shall be $100,000 per contractor. Contract rates will be valid for all every City departments. DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 uVGUJKyii mmutupe lu.JNI lurUL'LCI,U-927r D-ziU:7U'9aDul,ri7UDVYu DESCRIPTION OF AMOUNT,METHOD OR MANNER OF COMPENSATION HOURLY RATE SCHEDULE PERSONNEL SERVICES Title Ratc Principal ............................................................................................$2 20.00 Associate...........................................................................................$195.00 Senior Project Engineer....................................................................$175.00 Senior Building Envelope Special st..................................................$175.00 Project Engineer................................................................................$145.00 GPR Certified Investigative Engineer................................................$145.00 Buildin,Envelope Specialist.............................................................$145.00 Professional Engineer.......................................................................$135.00 Engineer-in Training ll.......................................................................$120.00 EnI.,i........................................................................$110.00 Senior Design-2r.................................................................................$1S0.00 Designer.......................................................................... .........$130.00 Technician III .....................................................................................$115.00 Technician II ......................................................................................$105.00 technicianI ..........................................................................................$95.00 Senior Construction Services Representative ..................................$135.00 Project Coordinator............................................................................$85.00 Administrative Assistant.....................................................................$75.00 Engineering Intern..............................................................................$75.00 Survey Crew (Two-Man) ..................................................................$215.00 Survey Crew (One-Man)...................................................................$140.00 Professional Land Surveyor...............................................................$135.00 Survey Technician I........................ .....................................................$90.00 2 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 VUI:UJII II CIIVCIU JC IU.Uhl/UrJL'LCIiU'Y7r D'CV CU'YJDUVryVDU4U 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 of Aspen: Contracto . Byf- Docu igned by: sarp, M By: 2DA4D214EE1942B... Title: city Manager Title: Principal Date: 5/5/2022 1 3:19:24 PM PDT Date: 4/14/2022 Approved as to form: City Attorney's Office General Conditions Special Conditions can be found on City of Aspen Website . https : //www. cityofaspen. com/497/Purchasing 3 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 5/18/2022 | 9:25:12 AM MDT UUUUJiyI mimupu w.JM1l Uf JLYCVU-"ur D'UUVU-4JDVVf'7UDUYU 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-Assi algability_. 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 negligent acts, errors or omissions er-neglee-t of any subcontractor's 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. 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. 4 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UuL;uoiyll r-immupid IU.uNI/UruL'LC1,U-4ur D-UUVU-4JDU%,r VUDV4U 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 ^,-her best eff i4s 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 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, ^ elaimed to be e the wrengfu negligent act, omission, or error, 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. Except for 5 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 Uuutiotyi r-mviupt:)U.uM it L/r L)L-LC\,--fur D'UUUUWJDL t ryUDU4U Professional Liability claims, 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. Supplier will perform its Services" in accordance with the applicable Standard of Care, which is defined as the provision of professional services in a manner consistent with that degree of care and skill ordinarily exercised by members of the engineering profession currently practicing under similar circumstances at the same time and in the same locality ("Standard of Care"). 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 ONE MILLION DOLLARS ($1,000,000.00) each occurrence and TWO MILLION DOLLARS 2,000,000.00) 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. 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. 6 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 uvcuoiyn a rvawpu iu.uh it uruc-ccu.o-gyro-ww-roouu.ravoutiu 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. 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. 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 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. 7 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 uUUUOlyll cnvwupu lu.Jh it ura4-4C.u-4vro-au7u-4Jout.rwou4u 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 Regarding Debarment, Suspension, Ineli igbility, 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. 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. 8 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 VuVuoiyii CI IVCIupt:Iu.um it UruL-LCVu-titpr D-uuvu-+aDUI,rvuDUYU 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.ations. 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 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 9 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 Uuuuoiyil CIivwupv.w.JhI/VrJL-LCVU-4yr D-UUZIU-YJDLiv UUDUYU 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: 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 a-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. 10 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UVWJKy11 mivewpu IV.JMI I VrVG'LCIV"4.7f'D'U U'4JDVlJr VDV4V 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 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. DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UuLwotyi CIIVCIupu IU.JM I/Uf JL'LCVV'Yyt-D'yUJV'YJDU1rf UDVYU 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. 12 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 uucuotyn ci imvpu iu.urn i i urvc-ccw-#uro-wyu-tioou%..rwoutiu I CITY OFASPEN CITY OF ASPEN GENERAL SERVICES AGREEMENT Project Number: 2022-020 THIS AGREEMENT made this 29th day of March, 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: All Cony Products ADDRESS: 1512 Grand Avenue,Ste,113 Glenwood Springs,CO 81601 CONTACT PERSON:Chris Condon PHONE NUMBER: 970-628-7476 EMAIL:ccondon@allcopyproducts.com DESCRIPTION OF SERVICE The services will include but are not limited to: New copier installation of machines certified to sell Repair of existing copiers Perform routine maintenance on existing copiers Provide toner, and any other operational items needed for existing machines Copier equipment moving services Great communication with City staff, owners and tenants On-time, considerate, and quality work The City does not guarantee a minimum dollar value of the contract. 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. DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 Uul:uaiyii r-im 1up".IU.JM it Ur ut-LCI+u-Y.7r D-UUziuWJDI.l%,rziUDUYI./ DESCRIPTION OF AMOUNT,METHOD OR MANNER OF COMPENSATION The City will pay the contractor based on the following rates: F.STIMAT LD QUANTITYLIST I)euriptian Units Cost per Unit Subtotal Total Sharp MX-3071 1 56,399.08 S6,399.03 S6,399.08 Winncr stapling finisher, 2x 550 shcct paper trays and fax Konica Minolta Bizhuh C30S 1 S5,285.69 S5,285.69 S5,285.69 w inncr stapling finisher, 2x550 shcet paper trays and fax Scn•icc Cost for Sharp,Konica A4inolta or Canon Dcviccs B/W cost per page range:5.0045-5.009 Color Cost per page range:$.04-5.09 Purchase price for new equipment will be at 60% off of MSRP. New equipment cost per copy not to exceed $0.009 for B/W and $0.06 for color. Should the City choose to switch providers for their existing Sharp, Konica or Minolta devices to All Copy Products, and said equipment passes up to spec inspections, service rates will be priced at the following rates: Existing equipment cost per copy$0.01-$0.02 for B/W and $0.08-$.16 for color. Cost per copy maintenance agreements include all toner, parts, labor and supplies except paper and staples. Copier moving service rate shall be at a set rate of$400. Additional services to be submitted via estimate to City staff for approval prior to purchase. All invoices shall show a detailed breakout of all expenditures. The Contractor and the City may negotiate new rates upon each contract renewal period. The maximum value of the contract is $ 200,000.00 per contract year. AMENDMENTS TO GENERAL CONDITIONS 2 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 uvuuoiyn r-muiupw w.L)m it urac-caw-y ro-o u-400u.ryvovyu None. 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. Do'c`_uSigned by: Cl by: Contractor: blti.hVUE1ID4CD44CO By By:Saro- Chris Condon Title: city Manager Title: Western slope sales Manager Date Date:1 3:19:24 PM PDT Date/7/2022 1 3:23:01 PM MDT Approved as to form: City Attorney's Office General Conditions Special Conditions can be found on City of Aspen Website . https : //www. cityofaspen. com/497/Purchasing DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 5/18/2022 | 9:25:12 AM MDT Livuuoly i CiovCiupu Rl.u/11/Uru4-4c%,u-*tyro-UuZYu-40ovl.r.7uouyu 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 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. Customer will relinquish any parts or unused consumables upon this request. 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 4 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 LimuoiyI CIIV upu mi.um it UrJL-GCI,.U'4uf D-UUVU-NJDUI..f vuDUYU 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 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, 5 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UuL;uoiyi aiivwupu IU.JH1/Ur:1L-LCI,U"fvr D'VUVU'40DUl,r.7UDU•+U 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. 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. F DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUI:UJIyiI CIIV upti w.uMI/UruL'LCI,U-+ur D'UUUU--+aDUl,r7UDU'+U 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. 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. 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 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. 7 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUI:UJiyto rmuiUpt7 IU.JM 1/UrJL-LC%,u-our D'UUUUWJDUI,f UUDU4U 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 Regarding Debarment, Suspension,Ineli igbility, 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. 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. 9 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 uucuoiyn r-imnu1JC ou.um it uruz-LCt,u-4tpro-Uo Z2u-yoou%.rwouyu 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 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 01y. 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 9 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UVVUJRy11 CIIVmupw IU.JN1/Uf JCGCLUW r D U,7UWJDUIr UDV9U 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: 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: 10 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 uucuoiyn urvCwNG iu.uri uruc-c t,u-+yro-yvyv-oout,.r ooutiu 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 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. II DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUI:UJI9ii atimUpt7 IU.JMI/UrUG'GCI..U'4.7r D UyU'1JDVl,f UDUMV 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. 12 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 L/VVuoiyii r-I viupC w.UM 1/Ur JL-tr-%Uu Yz2r D-UUZIU-YJDUI r Z2UDV'f IJ de CITY OFASPEN CITY OF ASPEN GENERAL SERVICES AGREEMENT Project Number: 2022-020 THIS AGREEMENT made this 29th day of March, 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: High Country Copiers ADDRESS: 56 Edwards Village Blvd#203,Edwards,CO 81632 CONTACT PERSON:Kevin Belcher PHONE NUMBER:970-376-7945 EMAIL: kevin@highcountrycopiers.com DESCRIPTION OF SERVICE The services will include but are not limited to: New copier installation Repair of existing copiers Perform routine maintenance on existing copiers Provide toner, and any other operational items needed for existing machines Copier equipment moving services Great communication with City staff, owners and tenants On-time, considerate, and quality work The City does not guarantee a minimum dollar value of the contract. 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. DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UVI:VOiyt mivviupa IU.JM it UrVL-LCI..U-4 r D'U U-'fJDUlir yVOVMU DESCRIPTION OF AMOUNT,METHOD OR MANNER OF COMPENSATION Should the City choose to switch providers for their existing Xerox equipment to High Country Copiers, service rates will be priced at the following rates: Xerox 7970 $18 base per mo then 0092 per black copy/print 0618 per color copy/print Xerox 7835 $16 base per mo then 0011 per black copy/print 084 per color copy/print Xerox C8045 $16 base per mo then 007 per black copy/print 049 per color copy/print Include all toner,parts, labor and supplies except paper and staples. Purchase price for new equipemnt will be at 70% off of MSRP New equipment cost per copy not to exceed $0.009 for B/W and $0.06 for color. All invoices shall show a detailed breakout of all expenditures. The Contractor and the City may negotiate new rates upon each contract renewal period. The maximum value of the contract is $ 200,000.00 per contract year. AMENDMENTS TO GENERAL CONDITIONS None. 2 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 uuuuoigil mivwupw w.um I/uruc-GGl,u- vrD-tiuvu-aoou%,ravouyu 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 of Aspen: Contractor• Do uSigned by: LVu Mgned by: By: Sari Off By: Wdu'r Title: city Manager Title: Mgr Date: 5/5/2022 1 3:19:24 PM PDT Date: 4/6/2022 1 4:51:26 PM MDT Approved as to form: City Attorney's Office General Conditions Special Conditions can be found on City of Aspen Website . https : //www. cityofaspen. com/497/Purchasing DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 5/18/2022 | 9:25:12 AM MDT VUI:UOIyii r-mviupt:IU.UM it UrJLL CI+U-Y yr O-yU.7U fJD UIir UDUMU 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. Pint. 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 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 4 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 vuwoiyn mnvwwNc w.uhituruc-tC:%.o-4Vro-aot2o-4Oov%.rwouau 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 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, 5 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 uuVuoiyn r-imnupu lu.uM it ut.,rzYuouyu 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. 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. F DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 Uuuuoiyii C1IV upu u./.:1M1/UrULYCI.U f r D-U U-4JD VlI"VVDV4U 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. 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. 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 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. 7 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 Vul:uoiyf i ammupC lu.uN I/Uf JL'LCVu'Htpro-uuvu'4JDULrrvuDV4U 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 Regarding Debarment, Suspension, Ineli igbility, 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. 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. R DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UVUUJIyii cnveWNe mi.wA i/Druz-LCt.u-+vro-7u7u-yoou%.r Uuoutiu 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 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 9 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 Uuuuojys r-nmupu mi.JN I/UrJL'LCI,U-Nur D-UUUU-#ODU%,r:7UDUYU 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: 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: io DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUI:uoi9ii mivetuyu w.Jhl I VrJL-L CI.V'4.7r DUU U-4JDUlr1"UUDU4U 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 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. II DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 L/mmoiyj r-muiVlJC w.V/11I L/ruz-LCVU-aar D-UUUU-+ODUl'f UUDV4U 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. 12 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUL;U0Jy1I CIIVCIUPV W.JHI/UrJL'LCVV'Yyr D'yV V'4JDUl'r.7UDVYU CITY OFASPEN CITY OF ASPEN GENERAL SERVICES AGREEMENT Project Number: 2022-020 THIS AGREEMENT made this 29th day of March, 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: Imaeenet Consulting ADDRESS: 2117 S.Horseshoe Trail,Silt CO 81652 CONTACT PERSON:Anne Guettler PHONE NUMBER:970-618-5293 EMAIL: auettler@imagenet.com DESCRIPTION OF SERVICE The services will include but are not limited to: New copier installation Repair of existing copiers Perform routine maintenance on existing copiers Provide toner, and any other operational items needed for existing machines Copier equipment moving services Great communication with City staff, owners and tenants On-time, considerate, and quality work The City does not guarantee a minimum dollar value of the contract. 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. DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 uuwoiyn uivwupu eu.uh i t urac-ccw-+vro-ZPuZ;u-woou%.rwou4v DESCRIPTION OF AMOUNT,METHOD OR MANNER OF COMPENSATION The City will pay the contractor based on the following rates: City of Aspen Service Cost Per Copy Manufacturer Model B/W CPC Color CPC LOCATION IDk Canon IRA C7570 0,00704 0.05292 Clerk 86762 Canon IRAC5550 0.00704 0.05292 Eng 86605 Canon IRAC250if 0.0077 0.0494 Parking 93758 Ricoh IMC300f 0.0077 0.0494 Golf Club PA59R Ricoh MPC307 0.0077 0.0494 Water K318X Ricoh MPC307 0.0077 0.0494 HR AP9HP Ricoh MPC307 0.0077 0.0494 Water R3AT2 Ricoh MPC2503 0.00714 0.0455 Street 86023 Ricoh MPC3003 0.00714 0.0455 ARC 86221 Ricoh 5PC830DN 0.00714 0.0455 ARC 86050 Ricoh MPC5503 0.0066 0.0429 Comm DVL 85974 Ricoh SP360ODN 0.02 Ice AQ13R Ricoh MPC4502 0.00714 0.0455 ARC Eng 85629 Ricoh MPC4502 0.00714 0.0455 Parks Cem 85583 Ricoh MPC3003 0.00714 0.0455 Red Brk 86053 Ricoh MPC3004ex 0.0714 0.0455 Water Ad 86760 Ricoh MPC401 0.0077 0.0494 Karen Wtr R6233 Ricoh IMC2500 0.0068 0.0443 Utility 5JUTP Ricoh jMPC5502 0.00714 0.0455 Cap Asst 85666 Ricoh IMPC2051 1 0.015 0.09 Kids 1st 85790 BILLS IN ARREARS FOR COPIES MADE NO MINIMUMS INCLUDES ALL PARTS, LABOR AND SUPPLIES EXCLUDING PAPER AND STAPLES Purchase price for new equipemnt will be at 60% off of MSRP New equipment cost per copy not to exceed $0.009 for B/W and $0.06 for color. All invoices shall show a detailed breakout of all expenditures. The Contractor and the City may negotiate new rates upon each contract renewal period. The maximum value of the contract is $ 200,000.00 per contract year. AMENDMENTS TO GENERAL CONDITIONS None. 2 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 VUVuaiyii a IVwupu IU.UMI/VrULYC1..UW`Jr D-U UWJDUVr.7UDU4V 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. DocuSipned by: City of Aspen: Contractor:Ee t,t Doc ipned by: A324A68964684DF... Robert Burkey By: Sara 0* By: Title:City Manager Title: sales Manager Date: 5/5/2022 1 3:19:24 PM PDT Date: 4/8/2022 1 9:40:42 AM MDT Approved as to form: City Attorney's Office General Conditions Special Conditions can be found on City of Aspen Website . https : //www. cityofaspen. com/497/Purchasing I DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 5/18/2022 | 9:25:12 AM MDT uvwoiy i mimiupt:lu.Jh1IurJL-LCVV-M wr D-VUVU-MOD Lit,ryUDU4u 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-Assi agnbility. 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 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 4 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUI:UJiy I CI ivwu t;w.Jh I/UrJL'LCI.U'Yzyr D'ZYUZ7U'4JDU\'r Z7UDU4U 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 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, S DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 Uut;uoiye CIIV upts IU.um it UruL'LCIiV'Y f'D'.7U V'YJDUI,.r VOV4U 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. 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. 6 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UuL;uoiy l r-im Iupt:w.um I/UruL-LCI,u-"z7r D'UUUU-4JDUl,f UUDUYU 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. j) 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. 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 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. 7 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 Ljvwoiyts=iimupv IU.uM I/Urut-zc%,U'4Ur D'VUVU-+ODUVruuDUYU 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 Regarding Debarment, Suspension, Ineli igbility, 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. 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. R DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 L)UUUJIYII CIIVWUJA:W.UMI/LIrJL'LCVU-+Vr D'UUUU-4JDVl.r.'7VDV4U 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. Ci y 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 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 CLty. 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 9 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 Uuuttatyii r-iivwup",IU.OM it Uf:.1L-LCl,V-Y r D-U7U-4JDUlJr VDV9U 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: 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: 10 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUUUJIyii Cimnupu IU.uM it vruc-cC%.u-y7ro-Z2oyu-40DLiv r.7uoutiu 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 a-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 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. I DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UVI;UJiyii r-imnupt:IU.JMI/UfVCLCVV'4yr D U U-4JDUlir VDVYV 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. 12 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUI:UJIyi ctivuiupu IU.Lim it JL'GCVV'Y t•D'V.7V'YJDUIrryVOV4U Qad CITY OFASPEN CITY OF ASPEN GENERAL SERVICES AGREEMENT Project Number: 2022-022 THIS AGREEMENT made this 29th day of March, 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:Johnson Controls ADDRESS: 10289 W Centennial Rd.,Littleton,CO 80127 CONTACT PERSON:Travis Brown PHONE NUMBER:720-4154616 EMAIL:travis.brown@jci.com DESCRIPTION OF SERVICE The services will include but are not limited to: Fire Protection Services Including: Backflow Testing Fire Sprinkler Testing Alarm System Testing Fire Extinguisher Inspection, and replacement/recharging The City does not guarantee a minimum dollar value of the contract. 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. DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUI:uoiyil mivwupC IU.JH1/Ur'VL'LCl'V'Y r D'U V'4JDUlr f'UDUYU DESCRIPTION OF AMOUNT,METHOD OR MANNER OF COMPENSATION The City will pay the contractor an hourly rate based on the rates provided for specific Services: Build n2 Cost per Nlininitulls if Description Units Unit subtotal Total Applicable Backflow Testing 75 Wet Fire Sprinkler Testing 130 Dry Fire Sprinkler Testing 185 PreAction Fire Sprinkler Testing TBD not $ 235 Tampers and Waterflows supplied $5 TBD not Alarm System Testing(Initiating Devices) in RFP $12.50 supplied in RFP Alarm System Testing(Notification Devices) 2 135 Fire Extinguisher Inspection 7 80 See chart Fire Extinguisher Replacement/recharging I next page LABOR RATES PRODUCT LINE Per llour overtime and Double-time Multiplier i.so linkler Time Classification Start Time I End Time Sprinkler All Systems s 13S.00 Standard rime M-F 8:00 AM! S-00 PM Suppression Standard Hours h7-T 5:01 PM 7:S9 AM Suppression S ecialHazards I $ 13S.00 Fire Alarm Except Friday 12:01 PM;12:00 AM Midnight Alarm&Detection 135.00 Saturday12:01 AM 12M A161 Midnight Sunday&Holidays 12:01 AM 12.00 AM Midnight Truck Charge 3S 2 Hour Minimum Extinguisher Maintenance and New Equipment Pizcing SizeL6 All inclusivetlydrotest Price Size LB All inclusive 6yr Maint Price 2.5 S54 2.5 52 F 1D ADC dry chemical $54S73 5 ADC dry chemical 561 52 20 S73 20 61 5 75 10 CO2 5 5 Size LB New Equipment Price 15 S95 2.5 S52.60 2D 112 5 65.00 6L K-class 5175 10 ADC dry cherni sl S93.00 20 195.00 Slze LB All inclusive Reclrar a Price 5 193.00 2.5 ADC dry chemical 535 10 CO2 5257.00 5 S30 15 301.00 10 St5 20 453.00 20 55 5 233.00 5 CO2 S50 9 Clean Guard fire St70.00 10 S55 13 745.00 15 50 6L K-dass 224-00 2D S55 2,5g Water 162.00 6L K-CUSS 130 2 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUI:UJiyI mimic IC w.UMI/Uru/-LCl+U-,1ur D-ziUyU-YJDUIir ZIUDU'YU No subtractors will be needed and material will include a 20% discount All pricing per Colorado State Price Agreement 83793 All invoices shall show a detailed breakout of all expenditures. The Contractor and the City may negotiate new rates upon each contract renewal period. The maximum value of the contract is $200,000.00 per contract year. AMENDMENTS TO GENERAL CONDITIONS None. 3 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUI:UJIyi cI1VC upu w.JM I I VrJL'Lc%,u-+'1rD-UUUU--+ODUI'r7UDU'IU 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 pad by:Contractor: Saga By: 2DA4D2(By: City Manager Area Service Sales Manager Title: Title: Date: 5/5/2022 1 3:19:24 PM PDT Date: 4/12/2022 Approved as to form: City Attorney's Office General Conditions Special Conditions can be found on City of Aspen Website . https : //www. cityofaspen . com/497/Purchasing 4 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 5/18/2022 | 9:25:12 AM MDT UVUUJIt II CIIVCIVEIC IU.JM I I VrVL'LC1rU-Y.7r D'.7U U'4JDUlir.7VDV4U 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. Pont. 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-Assi ang_bility. 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 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. 5 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 LJUI:UJi 11 CIIV upti mi.JM I/Uf JL'LCVU-'f7r'D'UUUU-'/JDUIir VUDV+U 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 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 6 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 Uuuuoiyi CIIVCIvpw IU.:JMI/Uf JL'LCIiUW f'D'U U"4JDVVr UDVYU 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. 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 7 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUI:UJiyi mivwupt;IU.UM1/VrJG'LCVU'Yt;r D'WUZ7U'4JDUVryUDU4U 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. 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. 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 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. 8 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUUUGHY11 CIIVUlUNC J.Ur1I/UrJL-LC1.oWUro-UUZ7U-+JOLII,r UUOU9U 13. Certification Regarding Debarment, Suspension, Ineli igbility, 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. 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. 9 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 VUI:UJIyI CIIV upu w.Jhl/UrVLLCI.U'4Ur D U7U-YJDVVr7VDV4U 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 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 10 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUk;U01y11 CIIVtlIUNtl IU.UM 1/Uf JL'LCIrU-+Ur D-UUVUWJDUlrr.7UDV4U 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 a-verify program or the department program procedures to undertake pre-employment screening of job applicants while the Public Contract for Services is being performed. DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UVVUJItyi r-metVl1C w.umi/VrU4-LCIrU-Y.'7r D-UUUU-YJDlJVr7UDVMV 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. 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. 12 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 L)uwoiyi ciomUNt7 IU.JMI/UrUL'LCI u--+vr D'7UUU'YJDV\,rryUDU4V 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. 13 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUt.;uoi II anvewpu IU.JM1/Druz-LCI.U-Yyr D-ZIUZIU-*ODUIJr UUDU'IU 1 CITY OFASPEN CITY OF ASPEN GENERAL SERVICES AGREEMENT Project Number:2022-025 THIS AGREEMENT made this 29th day of March, 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:Timberline Construction&Consultants ADDRESS:204 Park Ave.Ste 2D Basalt,CO 81621 CONTACT PERSON:Eric Fisher PHONE NUMBER:9*4ff-098 -7 2Q—37 7-N 14 O EMAIL:eric@timberlineconstruct.com DESCRIPTION OF SERVICE The services will include but are not limited to: Project Scope Development: Conceptual estimating-including model area,assemblies,and scope development Budget estimating and monitoring-project and construction budget including potential contingency Design and construction scheduling-schematic design,design development,bid scope, including potential procurement and lead time schedule Cost analysis-value engineering, life cycle costing Bid scope development,analysis,and selection-bid breakout,packages, pre-qualification of sub vendors Construction Start Up and Support: Permitting-Must be able to apply for and obtain building permits Job setup-staging,materials, laydown Site Analysis-environmental,site conditions,understanding regulatory,requirements and permitting for site use f DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUI:uoiy i amwupt:IU.uM I f UrUG-4r-k u-Fur D-U000-YJDULr VUDUYU Construction Resource Management: Project Progress-RFI,submittal,and project records Quality control-QAQC practices and procedures,site and safety Subcontractor Control and Personnel-progress and coordination Construction Cost Control: Budget control,change order management,progress payments Project Closeout Punch list,substantial completion,as-built and OM,training,occupancy,retainage, regulatory compliance and permit closure. Construction Risk Management: Safety process,techniques,scaffolds,lock out/tag out,MSDS and hazardous communication,fall protection and PPE,excavation Requirements Must be a licensed contractor with a valid BEST card. Must have or obtain a current City of Aspen business license. Must have or obtain insurance at the specified levels in the General Services Agreement Attachment A). Additional details are listed in Exhibit B. The City does not guarantee a minimum dollar value of the contract. 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. 2 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 LOMUOIyII CIIVUIUptC Iu.JM1Iur:JL-LCVVWyr D-yVyV'YJDUI.r UDU4U DESCRIPTION OF AMOUNT,METHOD OR MANNER OF COMPENSATION The City will pay the contractor an hourly rate based on the rates provided for specific Services: General Contractor Rates: Senior Project Manager-$192/hr. Project Manager-$178/hr. Site Superintendent-$176.50/hr. Interior Trim Carpenters-$126/hr. Carpenter Level 3-$97.40/hr. Carpenter Level 2 $88.25/hr. Carpenter Level 1 (apprentice)-$78.50/hr. Laborer experienced-$62.50/hr. Laborer(temp.)-$48.30/hr. Removal&Disposal(trash trailers) $750 per load plus$125/ton,plus hourly rate to transport at 175/hr. Material,vendors,suppliers and subcontractor rates will all be totaled and charged 15%on top. All invoices shall show a detailed breakout of all expenditures. The Contractor and the City may negotiate new rates upon each contract renewal period. The maximum value of the contract is$500,000.00 per contract year. AMENDMENTS TO GENERAL CONDITIONS None. 3 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 vuuuoiyn urvawNc w.ur%iiurut-4C%,U-4t?ro-zyuzyu-•+oov%.rt?uoutiu The parties acknowledge and understand that this Service Agreement is, except as specificallyamendedhereinabove, 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 FMipned by: Contractor: By: SArx OffBy: ZB... Title: city Manager Title: f Sj Date: 5/5/2022 1 3:19:24 PM PDT Date:_ I (3 2'2-- Approved as to form: City Attorney's Office General Conditions Special Conditions can be found on City of Aspen Website. https://www.cityofaspen.com/497/Purchasing 4 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 5/18/2022 | 9:25:12 AM MDT Uuvuoiyii mivwupu 1U.uMl/UrUL'LCI,V'Y f D'U U'4JDUl,ryVDVMV 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. Pa ent. 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 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 writingbeforehandbytheCity. 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. s DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 Vuwoiyii mimupu IU.:1M 1/UrJL'LCIV'4 f D'U.7V'4JD Vl+r VOV4U 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 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 6 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UVl:uoiyi CIIvwupv mi.JN I/UrUL-LCUU-YUr D-vuvu-YJDUIir ZYVDVYU 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 FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) for each accident, FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) disease - policy limit, and FIVE HUNDRED THOUSAND DOLLARS($500,000.00)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 ONE MILLION DOLLARS ($1,000,000.00) each occurrence and TWO MILLION DOLLARS 2,000,000.00)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. 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 7 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 uuUUoi9ti am"wpu lu.uM l/urut.-cCw-yyro-yoZJv-voou%.rww4u 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. 1) 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. 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. 8 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUI:uoiyi r-i mnupti w.umi/L/ruCLCVU-9ur D-VUVU-NJDUt rtyUDUYL/ 13. Certification Regarding Debarment,Suspension,Ineligibility,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. 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. 9 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UVGUJRJII CIIVt:1UVV IU.UM 1/UrJL-LCI.V-Yyr D-.7U V-YJDUVr UDVYU 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 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)(I11)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 10 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 L/ul:uoiyi mivviuVw IU.uhl IUruL-zr-%,u-4urD-vuyV-iaDUl,r.7VDVYU 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: I.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. DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 L/UUU01ly1I CIIVt:1UPU IU.Uh I/UrUL-4Ct U-4.`7r D-UUUU-YJDL/lJryVDV4U 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. 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. 12 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 L/VI:UJiyil CIIVCIupt7 IU.uNl/UruL'LCI.U"fyr D yUyU-4JDVVr VDVYU 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. 13 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 Uvuuoiyi CIIVCIVpC mi.um1/Druz-LCIiV-"vr D-zyVziV-+oDU%,rVVDVYL/ t Y tarda© CITY OFASPEN CITY OF ASPEN GENERAL SERVICES AGREEMENT Project Number: 2022-035 THIS AGREEMENT made this 29th day of March, 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:CRW,Inc. ADDRESS:580 N.Commercial Dr.,Grand Junction,CO 81505 CONTACT PERSON: Zane Pinnt PHONE NUMBER:970-241-1018 EMAIL:zane@crwrooling.com DESCRIPTION OF SERVICE The services will include but are not limited to: Commercial and residential roof maintenance and repairs; Commercial and residential roofing for new construction; Commercial and residential repair/re-roofing Emergency work Inspection and assessment Roof types: shingles, wood shingle, wood shake and standing seam metal; and flat roofing systems. Response time: Within three (3)hours. The City does not guarantee a minimum dollar value of the contract. DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UVVVOIIyo cmviupti mi.OM 1/UrUL'LCI U'Yyr D'U U'YJDUIiryVDV9U 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. DESCRIPTION OF AMOUNT,METHOD OR MANNER OF COMPENSATION The City will pay the contractor an hourly rate based on the rates provided for specific Services: Job Description Labor Rates Regular Hourly Rates (per roof technician 80.00/hour Overtime Hourly Rates(per roof technician 120.00/hour Double Time Hourly Rates (per roof technician 160.00/hour Truck Charge None Cost+20%for materials All invoices shall show a detailed breakout of all expenditures. The Contractor and the City may negotiate new rates upon each contract renewal period. The maximum value of the contract is $400,000.00 per contract year. AMENDMENTS TO GENERAL CONDITIONS None. z DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 Limuoiyii CIIVCIVliv w.umi/VrULLCVV'Y r D'yVyV"iJDUI'r UDVYV 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 of Aspen: Contr gG.Signed by: DocuSigned by: By: By: - Pilntn 2 DA4 D214 E E 1942 B... City ManagerTitle:Title: GM Date: 5/5/2022 1 3:19:24 PM PDT Date:4/8/2022 1 4:28:23 PM MDT Approved as to form: City Attorney's Office General Conditions Special Conditions can be found on City of Aspen Website . https : //www. cityofaspen. com/497/Purchasing DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 5/18/2022 | 9:25:12 AM MDT UVtiUJll ll CIIVCIU JC IU.V/11 I VrUL'LCI,V'Y.7r D'yU V-YJDUI+r yVDVYU 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-Assi agnbility. 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 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 4 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUI:UOIyII CIIMUpR7 IU.JM I!UrJCLCIrV-Y r D-U U-YJDUI,r yUDVYU 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 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, 5 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UVI:UJK9l1 r-mviUpC IU.UM 1/UrUL-GCIU-Y f D-V.7V-YJD UIir yUDV4U 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. 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. 6 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUI:UJIyti CIIVCIUpu IU.JM I/UrJL'LC%,u-our D-UUUU-YJD U%,rtpUDU4U 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. j) 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. 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 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. 7 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 Ljuwoiyii ciivviVpC w.VMI/Ur:.1L'LCVV'4.7f'D'.7V VWJDUl.ir 7UDVYU 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 Regarding Debarment, Suspension, Ineli igbilimandVoluntaryExclusion. 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. 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. R DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UVI:UJIyj CIIV upt:w.UM I/UrUz-zc%,U-Tyr D'ZIUVU-YJDUIir UUDV•+U 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 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 9 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUUU0191I CIIVCIUFIC IU.JM 1/Uf JL'LCIrU-+Ur D-VUUU-4JDU%,r VUDUYU 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: 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: 10 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UUI:UJiyi CIIVCIUNG IU.JM I/VrJL'LCI+U-Y f'D'U7U'YJDVI.rr.7UDU4U 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 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. 11 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771 UVGUJIt II CIIVCIVEIC IU.VM I I VrVLLCIJV'Yyr DCUJV'YJpUlir7UDV4U 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. 12 DocuSign Envelope ID: 0F0BAEA4-DB9F-4220-BF85-4D1533734771