HomeMy WebLinkAboutresolution.council.020-06
RESOLUTION # 2.0
(Series of 2006)
A RESOLUTION APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN,
COLORADO, AND MOUNTAIN STATES PIPE AND SUPPLY, SETTING FORTH THE
TERMS AND CONDITIONS REGARDING EXPANDED HEXAGRAM FIXED AREA
NETWORK AUTOMATIC METER READING PILOT PROGRAM 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 Mountain States Pipe and Supply, 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 I
That the City Council of the City of Aspen hereby approves that contract between the
City of Aspen, Colorado, and Mountain States Pipe and Supply, regarding Hexagram Fixed Area
Network Automatic Meter Reading Pilot Program, a copy of which is annexed hereto and
incorporated herein, and does hereby authorize the City Manager of the City of Aspen to execute
,,;d OO"'~th. C;'Y or ","00.
Dated: - /~) ~O Jc
I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the foregoing is a
true and accurate copy Oftha~ted by the City Council of the City of Aspen,
Colorado, at a meeting held . 10 ~/
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AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement made and entered on the date hereinafter stated, between the
CITY OF ASPEN, Colorado, ("City") and MOUNTAIN STATES PIPE AND
SUPPLY, ("Professional").
For and in consideration of the mutual covenants contained herein, the parties
agree as follows:
Scope of Work. Professional shall perform in a competent and professional
manner the Scope of Work as set forth at Exhibit "A" attached hereto and by this
reference incorporated herein.
Completion. Professional shall commence work immediately upon receipt
of a written Notice to Proceed from the City and complete all phases of the Scope
of Work as expeditiously as is consistent with professional skill and care and the
orderly progress of the Work in a timely manner. The parties anticipate that all work
pursuant to this agreement shall be completed no later than September 1, 2006.
Upon request of the City, Professional shall submit, for the City's approval, a
schedule for the performance of Professional's services which shall be adjusted as
required as the project proceeds, and which shall include allowances for periods of
time required by the City's project engineer for review and approval of submissions
and for approvals of authorities having jurisdiction over the project. This schedule,
when approved by the City, shall not, except for reasonable cause, be exceeded by
the Professional.
Payment. In consideration of the work performed, City shall pay
Professional on a time and expense basis for all work performed. The hourly rates
for work performed by Professional shall not exceed those hourly rates set forth at
Exhibit "B" appended hereto. Except as otherwise mutually agreed to by the parties
the payments made to Professional shall not initially exceed SIXTY-NINE
THOUSAND ONE HUNDRED THIRTY-EIGHT ($69,138.00). Professional shall
submit, in timely fashion, invoices for work performed. The City shall review such
invoices and, if they are considered incorrect or untimely, the City shall review the
matter with Professional within ten days from receipt of the Professional's bill.
Non-Assignability. Both parties recognize that this contract is one for
personal services and cannot be transferred, assigned, or sublet by either party
without prior written consent of the other. Sub-Contracting, if authorized, shall not
relieve the Professional of any of the responsibilities or obligations under this
agreement. Professional shall be and remain solely responsible to the City for the
acts, errors, omissions or neglect of any subcontractors officers, agents and
employees, each of whom shall, for this purpose be deemed to be an agent or
employee of the Professional to the extent of the subcontract. The City shall not be
obligated to payor be liable for payment of any sums due which may be due to any
sub-contractor.
Termination. The Professional or the City may terminate this Agreement,
without specifying the reason therefore, by giving notice, in writing, addressed to
the other party, specifying the effective date of the termination. No fees shall be
earned after the effective date of the termination. Upon any termination, all finished
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or unfinished documents, data, studies, surveys, drawings, maps, models,
photographs, reports or other material prepared by the Professional pursuant to this
Agreement shall become the property of the City. Notwithstanding the above,
Professional shall not be relieved of any liability to the City for damages sustained
by the City by virtue of any breach of this Agreement by the Professional, and the
City may withhold any payments to the Professional for the purposes of set-off until
such time as the exact amount of damages due the City from the Professional may
be determined.
Covenant Against Contingent Fees. The Professional warrants that s/he
has not employed or retained any company or person, other than a bona fide
employee working for the Professional, to solicit or secure this contract, that slhe
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.
Independent Contractor Status. It is expressly acknowledged and
understood by the parties that nothing contained in this agreement shall result in, or
be construed as establishing an employment relationship. Professional shall be,
and shall perform as, an 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 Professional shall be, or shall be deemed to be, the employee, agent or
servant of the City. City is interested only in the results obtained under this
contract. The manner and means of conducting the work are under the sole control
of Professional. 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 Professional.
Professional shall be solely and entirely responsible for its acts and for the acts of
Professional's agents, employees, servants and subcontractors during the
performance of this contract. Professional shall indemnify City against all liability
and loss in connection with, and shall assume full 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
Professional and/or Professional's employees engaged in the performance of the
services agreed to herein.
Indemnification. Professional agrees to indemnify and hold harmless the
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, if 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 act, omission, error, professional error, mistake, negligence,
or other fault of the Professional, any subcontractor of the Professional, or any
officer, employee, representative, or agent of the Professional or of any subcontrac-
tor of the Professional, or which arises out of any workmen's compensation claim of
any employee of the Professional or of any employee of any subcontractor of the
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Professional. The Professional 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 Professional, 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 Professional for the portion of the judgment
attributable to such act, omission, or other fault of the City, its officers, or
employees.
Professional's Insurance.
(a) Professional agrees to procure and maintain, at its own expense,
a policy or policies of insurance sufficient to insure against all liability,
claims, demands, and other obligations assumed by the Professional
pursuant to Section 8 above. Such insurance shall be in addition to
any other insurance requirements imposed by this contract or by law.
The Professional shall not be relieved of any liability, claims,
demands, or other obligations assumed pursuant to Section 8 above
by reason of its failure to procure or maintain insurance, or by reason
of its failure to procure or maintain insurance in sufficient amounts,
duration, or types.
(b) Professional shall procure and maintain, and shall cause any
subcontractor of the Professional to procure and maintain, the
minimum insurance coverages listed below. Such coverages shall be
procured and maintained with forms and insurance acceptable to the
City. All coverages shall be continuously maintained to cover all
liability, claims, demands, and other obligations assumed by the
Professional pursuant to Section 8 above. In the case of any claims-
made policy, the necessary retroactive dates and extended reporting
periods shall be procured to maintain such continuous coverage.
(i) Workers' Compensation insurance to cover obligations
imposed by applicable laws for 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
Workers' Compensation requirements of this paragraph.
(ii) Commercial General Liability insurance with minimum
combined single limits of ONE MILLION DOLLARS
($1,000,000.00) each occurrence and ONE MILLION
DOLLARS ($1,000,000.00) aggregate. The policy shall be
applicable to all premises and operations. The policy shall
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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 contain a severability of
interests provision.
(iii) Comprehensive Automobile Liability insurance with
minimum combined single limits for bodily injury and property
damage of not less than ONE MILLION DOLLARS
($1,000,000.00) each occurrence and ONE MILLION
DOLLARS ($1,000,000.00) aggregate with respect to each
Professional's owned, hired and non-owned vehicles assigned
to or used in performance of the Scope of Work. The policy
shall contain a severability of interests provision. If the
Professional has no owned automobiles, the requirements of
this Section shall be met by each employee of the
Professional providing services to the City under this contract.
(iv) Professional Liability insurance with the minimum limits
of ONE MILLION DOLLARS ($1,000,000) each claim and
ONE MILLION DOLLARS ($1,000,000) aggregate.
(c) The policy or policies required above shall be 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 Professional. No additional insured endorsement to the
policy required above shall contain any exclusion for bodily injury or property
damage arising from completed operations. The Professional shall be solely
responsible for any deductible losses under any policy required above.
(d) The certificate of insurance provided by the City shall be completed by
the Professional's insurance agent as evidence that policies providing the
required coverages, 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 this contract and shall provide that the
coverages afforded under the policies shall not be canceled, terminated or
materially changed until at least thirty (30) days prior written notice has been
given to the City.
(e) Failure on the part of the Professional to procure or maintain policies
providing the required coverages, conditions, and minimum limits shall
constitute a material breach of contract upon which City may immediately
terminate this contract, or at its discretion City may procure or renew any
such policy or any extended reporting period thereto and may pay any and
all premiums in connection therewith, and all monies so paid by City shall be
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repaid by Professional to City upon demand, or City may offset the cost of
the premiums against monies due to Professional from City.
(f) City reserves the right to request and receive a certified copy of any
policy and any endorsement thereto.
(g) The parties hereto understand and agree that City is relying on, and
does not waive or intend to waive by any provision of this contract, the
monetary limitations (presently $150,000.00 per person and $600,000 per
occurrence) or any other rights, immunities, and protections provided by the
Colorado Govemmentallmmunity 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.
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
Professional for inspection during normal business hours. City makes no
representations whatsoever with respect to specific coverages offered by CIRSA.
City shall provide Professional reasonable notice of any changes in its membership
or participation in CIRSA.
Completeness of Agreement It is expressly agreed that this agreement
contains the entire undertaking of the parties relevant to the subject matter thereof
and there are no verbal or written representations, agreements, warranties or
promises pertaining to the project matter thereof not expressly incorporated in this
writing.
Notice. Any written notices as called for herein may be hand delivered to
the respective persons and/or addresses listed below or mailed by certified mail
return receipt requested, to:
City:
City Manager
City of Aspen
130 South Galena Street
Aspen, Colorado 81611
Professional:
Jerry Uhlman
Mountain States Pipe and Supply
111 West Las Vegas
Colorado Springs, Colorado 80903
Non-Discrimination. No discrimination because of race, color, creed,
sex, marital status, affectional or sexual orientation, family responsibility, national
origin, ancestry, handicap, or religion shall be made in the employment of
persons to perform services under this contract. Professional agrees to meet all
of the requirements of City's municipal code, Section 13-98, pertaining to non-
discrimination in employment.
Waiver. The waiver by the City of any term, covenant, or condition hereof
shall not operate as a waiver of any subsequent breach of the same or any other
term. No term, covenant, or condition of this Agreement can be waived except by
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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 Professional to which the same may apply and, until complete
performance by Professional of said term, covenant or condition, the City shall be
entitled to invoke any remedy available to it under this Agreement or by law despite
any such forbearance or indulgence.
Execution of Agreement by City. This agreement shall be binding upon all
parties hereto and their respective heirs, executors, administrators, successors,
and assigns. Notwithstanding anything to the contrary contained herein, this
agreement shall not be binding upon the City unless duly executed by the Mayor of
the City of Aspen (or a duly authorized official in his absence) following a Motion or
Resolution of the Council of the City of Aspen authorizing the Mayor (or a duly
authorized official in his absence) to execute the same.
General Terms.
(a) It is agreed that neither this agreement nor any of its terms,
provisions, conditions, representations or covenants can be modified,
changed, terminated or amended, waived, superseded or extended except
by appropriate written instrument fully executed by the parties.
(b) If any of the provisions of this agreement shall be held invalid, illegal
or unenforceable it shall not affect or impair the validity, legality or
enforceability of any other provision.
(c) The parties acknowledge and understand that there are no conditions
or limitations to this understanding except those as contained herein at the
time of the execution hereof and that after execution no alteration, change or
modification shall be made except upon a writing signed by the parties.
(d) This agreement shall be governed by the laws of the State of
Colorado as from time to time in effect.
IN WITNESS WHEREOF, the parties hereto have executed, or caused to be
executed by their duly authorized officials, this Agreement in three copies each of
which shall be deemed an original on the date hereinafter written.
[SIGNATURES ON FOLLOWING PAGE]
City of Aspen
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A~ __ CITY~COLORAOO
~y: . /I~
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Date: l1Jo~
PROFESSIONAL:
WITNESSED BY:
W~ '8 "^""O{
Mountain States Pipe and Supply
111 West Las Vegas
Colorado Springs, Colorado 80903
By:
Date:
City of Aspen
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EXHIBIT "A" to ProCessional Services Agreement
Scope of Work
Mountain States Pipe and Supply
Jerry Uhlman
111 West Las Vegas
Colorado Springs, CO 80903
800, 777. 7173
Hexagram Fixed Network Hosted System for Automatic Meter Reading Pilot Program
lIem
Number Part Number Description Qty Price Each Total
Hexagram MTU Interface Units
Hexagram MIU for connect to Badger Remote
I MTU Generator Residential Water Meter 200 $115.00 $23,000.00
Electric Meters
Electric Meters with Invensys ICON Solid Stale 2S Electric Meter for
2a Hexagram MTU Residential Use equipped with Hexagram MTU 100 $155.00 $15,500.00
Electric Meters with Invensys ICON Solid State 125 Electric Meter for
2b Hexagram MTU Residential Use equipped with Hexagram MTU 100 $210.00 $21.000.00
Data Collection and Installation Hardware and Software
Cell Control Unit (CCU); Base Unit. 120V
(GSM/GPRS); Includes DCU Installation; Electric
Service to be provided by Utility; Cell Phone Service to
3 DCU - Hexagram be provided by Utility 2 $7.500.00 $15,000.00
MTU Programmer
4 PSI ON Psion Programmer I $2,200.00 $2.200.00
Fixed Network Hosting Service
5 J losting Service Hosting Service Provided by USM&T; See Note 1 0 $100.00
6 Customer Support Customer Support (Starts 2nd Year) 0 $1,000.00
City of Aspen
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Ittexagram t lxea Network ttostea :system tor AutomatiC Meter Keaumg ruOL rrogram
Item
Number Part Number Description Qty Price Each Total
FCC Licensing Fee
7 FCC Application Fee I $400.00 $400.00
Implementation
During this implementation of the initial system, MSPS
will provide all relX>rting of readings to Aspen. MSPS
will provide an Upload file in MVRS format to Aspen
8 for uploading purposes.
Meter Installation
Water Meter Installllexagram Module in place of Badger Meter
9 Installation Remote Readout on outside of home 200 $25.00 $5,000.00
Electric Meter Install Invensys Electric Meter in place of existing meter
10 Installation in residential 2S and 125 applications 200 $25.00 $5,000.00
Itron Credit
Il Water Meters Badger Water Meters with Itron ERT 96 $120.00 ($11,520.00)
12 Electric Meters Schlumberger Electric Meters with AMR 96 $52.00 ($4,992.00)
13 ReadOne Pro ReadOne Pro Programmer I $1,450.00 ($1,450.00)
TOTAL COST $69,138.00
Notes
us Metering and Technology will provide: (1) A daily
t Hosting Service reading file to the Utility; (2) Upload file in MVRS
Upload Fonnat with end of the Month Readings; (3)
Monthly Report of Readings. First Year of Readings
Provided at No Charge.
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