HomeMy WebLinkAboutresolution.council.059-00 RESOLUTION #
(Series of 2000)
A RESOLUTION APPROVING A CONTRACT BETWEEN THE CITY OF
ASPEN, COLORADO, AND U.S. FILTER SETTING FORTH THE TERMS
AND CONDITIONS REGARDING REPLACEMENT OF SOLUTION FOR A
CHLORINE SCRUBBER AND IMPROVEMENT OF EXHAUST STACK
AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID
CONTRACT.
WHEREAS, there has been submitted to the City Council a contract
between the City of Aspen, Colorado and U.S. Filter, and a copy of which
contract is annexed hereto and made a part thereof.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ASPEN, COLORADO:
Section 1
That the City Council of the City of Aspen hereby approves that contract
amendment between the City of Aspen, Colorado and U.S. Filter, and a copy of
which is annexed hereto and incorporated herein, and does hereby authorize the
City Manager of the City of Aspen to execute said contract on behalf of the City
of Aspen.
Dated: ~ ~ ~-~-~ ~
Racl~el E. Richards, Mayor
I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that
the foregoing is a true and accurate copy of that resolution adopted by the City
Council of the city of Aspen, Colorado, at a meeting held ~ ,~
~ , 2000.
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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 he 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 contract is one for personal
services and cannot be transferred, assigned, or sublet by either party without prior written
consent of the other. Sub-Contracting, if authorized, shall not relieve the Contractor of any of the
responsibilities or obligations under this agreement. Contractor shall be and remain solely
responsible to the City for the acts, errors, omissions or neglect of any 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 he 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 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 (I0) 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 contract, 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
contract.
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 agreement shall result in, or be construed as establishing an
employment relationship. Contractor shall be, and shall perform as, an independent contractor
who agrees to use his or her best efforts to provide the said services on behalf of the City. No
agent, employee, or servant of Contractor shall be, or shall be deemed to be, the employee, agent
or servant of the City. City is interested only in the results obtained under this contract. The
manner and means of conducting the work are under the sole control of Contractor. None of the
benefits provided by City to its employees including, but not limited to, workers' compensation
insurance and unemployment insurance, are available from City to the employees, agents or
servants of Contractor. Contractor shall be solely and entirely responsible for its acts and for the
acts of Contractor's agents, employees, servants and subcontractors during the performance of
this contract. Contractor shall indemnify City against all liability and loss in connection with,
and shall assume full responsibility for payment of all federal, state and local taxes or
contributions imposed or requked 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. Contractor agrees to indenmify and hold harmless the City, its
officers, employees, insurers, and self-insurance pool, from and against all liability, claims, and
demands, on account of claims by third parries .for injury, loss, or damage, including without
limitation claims arising from bodily injury, personal injury, sickness, disease, death, property
loss or damage, or any ~hirdparry other loss of any kind whatsoever, which arise out of or are in
any manner connected with this Service Agreement, if and to the extent such injury, loss, or
damage is caused :m '"~' .... ~ ...... by .................. ;n Fart by, the
............ v~.. , or is claimed to be ...... ~: .... ~'--' .... '
act, omission, error, professional error, mistake, negligence, or other fault of the Contractor, any
subcontractor of the Contractor, or any officer, employee, representative, or agent of the
Contractor or of any subcontractor of the Contractor, v .................... :5 ...... ~--~ ,0
sf *&c Contrastcr. The Contractor agrees to investigate, handle, respond to, and to provide
defense for and defend against, any such liability, claims or demands at the sole expense of the
..... O~t5 1 ......... .~ ....... j .................... , -,-v ............. ~, ...... , cr ..... and~. The
Contractor also agrees to bear all other costs and expenses related thereto, including court costs
and attorney fees, whether or not any such liability, claims, or demands alleged are groundless,
lO. Limitation of Liability. (a) Except for claims for
personal injury and property damage, the total liability of
Contractor to City arising under this order whether arising by
contract, tort, warranty, indemnification~ strict liability or
otherwise shall not exceed i00 percent (100%) of the contract
amount
(b) Notwithstanding anything to the contrary herein, in no
event shall Contractor be liable for consequential, incidental~
indirect, special, exemplary or punitive damages for any reason.
(c) 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.
(d) 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 insurance, and any insurance carried by the City, its officers or employees, or carried by
or provided through any insurance pool of the City, shall be excess and not contributory
insurance to that provided by Contractor. No additional insured endorsement to the 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.
(e) 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, condi-
tions, 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.
(f) Failure on the part of the Contractor to procure or maintain policies providing the
required coverages, conditions, and minimum limits shall constitute a material breach of contract
upon which City may 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.
(g) City reserves the right to request and receive a certified copy of any policy and any
endorsement thereto.
(h) The parties hereto understand and agree that City is relying on, and does not waive or
intend to waive by any provision of this contract, the monetary limitations (presently
$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 rune to time amended, or otherwise available to City, its officers, or its
employees.
10. City's Insurance. The parties hereto understand that the City is a member of the
Colorado Intergovernmental Risk Sharing Agency (CIRSA) and as such participates in the
CIRSA 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
C1RSA. City shall provide Contractor reasonable notice of any changes in its membership or
participation in CIRSA.
11. 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.
12. 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.
13. 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 Contract upon an agreement or understanding for a commission, percentage,
brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial
or selling agencies maintained by the Contractor for the purpose of securing business.
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, recommen-
dation, preparation of any part of a program requirement or a purchase request, influencing the
content of any specification or procurement standard, rendering advice, investigation, auditing,
or in any other advisory capacity in any proceeding or application, request for ruling,
determination, claim or controversy, or other particular matter, pertaining to this Agreement, or
to any solicitation or proposal therefor.
Contractor represents that no official, officer, employee or representative of the City
during the term of the Service Agreement has or one (I) 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 emedies it amy 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 contract price or consideration, or otherwise recover, the
value of anything transferred or received by the Contractor; and
4. Recover such value from the offending parties.
14. 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.
15. 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.
16. City Council Approval. If the Service Agreement requires the City to pay an amount
of money in excess of $25,000.00 it shall not be deemed valid until it has been approved by the
City Council of the City of Aspen.
17. 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.
18. Non-Discrimination; penalty. No discrimination because of race, color, creed, sex,
marital status, affection,al or sexual orientation, family responsibility, national origin, ancestry,
handicap, or religion shall be made in the employment of persons to perform services under this
contract. Contractor agrees to meet all of the requirements of City's municipal code, Section 13-
98, pertaining to non-discrimination in employment.
19. 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.
20. 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.
21. 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.
22. 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 anythhg 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).
23. Year 2000 Issues. Contractor hereby releases and holds City harmless from any and
all claims or causes of action relating to performance of this Agreement of any nature whatsoever
in tort, contract, or otherwise, for any action, inaction or for loss or damage attributable to,
resulting from, arising out of, or in connection with a year 2000 error.
24. 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.
SERVICE AGREEMENT
THIS AGREEMENT made this day of April, 2000, by and between the City of
Aspen ("City") and the Contractor identified hereinbelow.
WlTNESSETH, 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: US Filter RJ Environmental Products
ADDRESS: 13100 Gregg Street
Poway, Ca 92064
CONTACT PERSON: Bahi Ghobbeh
p~ONE NUMBERS HOME: N/A WORK: 858-486-8500 Fax 858-455-8501
SOCIA/~ SECURITY NUMBER OR FEDERAL I.D. NUMBER: 33-0465915
DESCRIPTION OF SERVICE
US Filter will provide as proposed in proposal dated January 18, 2000 labor
and material to remove and dispose of existing caustic solution, install a
back-draft damper, acid wash, inspect, and refill the scrubber with fresh
caustic solution.
The disposal for the existing caustic solution is not to exceed $3.00
per gallon ($6000).
Materials and labor to acid wash, inspect, and refill the system will
not exceed $12,950.
Material and labor to install the back-draft damper will not exceed
$2400.
Total cost for the service will not exceed $21,350
DURATION OF AGREEMENT ANDSCI~DULE OF SERVICES TO BE PROVIDED
Agreement for services will terminate upon completion of the proposed work.
Work will commence the week of June 5, 2000 and will be completed no later
than June 12, 2000. Work hours will be from 7:30 am to 4:30 pm Monday
through Friday, work occurring on the weekends must be pre-approved with the
City of Aspen Water Department.
DESCRIPTION OF AMOUNT, METHOD OR MANNER OF COMPENSATION
Total cost of the work is not to exceed $21,350, compensation for the work
will be provided through a City of Aspen purchase order.
Please invoice using City's Purchase Order Number: Purchase order will not be issued
until contrsct is signed and the aDpropriation is approved by City council.
· A~ENDMENTS TO GENERAL CONDITIONS
The parties acknowledge and understand that this Service Agreement is, except as specifically
mended 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 theft signatures.
City of Aspen: .~ ~ Contractor:
Title: tJ~-/~9'~ c-~fl
0:\mark\usfiltSA.doc