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HomeMy WebLinkAboutresolution.council.044-06 RESOLUTION # 44 (Series of 2006) A RESOLUTION APPROVING A MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF ASPEN, PITKIN COUNTY, COLORADO, AND THE ASPEN CONSOLIDATED SANITATION DISTRICT SETTING FORTH THE TERMS AND CONDITIONS REGARDING CONSTRUCTION OF THE RIO GRAND TRAILE IMPROVEMENTS 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, Pitkin County, Colorado, and the Aspen Consolidated Sanitation District 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, Pitkin County, Colorado, and the Aspen Consolidated Sanitation District regarding improvements to the Rio Grande Trail, 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: ~ /'1 ~t / J Helen Kalin Klanderud, 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 June 12,2006. ~ . mTERGOVERNMENTALAGREEMENT TillS AGREEMENT, made this /,,/f- day of June, 2006, by and between the ASPEN CONSOLIDATED SANITATION DISTRICT hereinafter referred to as (the "District") and the CITY OF ASPEN, STATE of COLORADO, hereinafter referred to as (the "City"). RECITALS WHEREAS, pursuantto C.R.S. ~ 29-1-203, the District and the City have the authority to contract with each other for the accomplishment of governmental purposes which each party has the authority to provide; and WHEREAS, the City of Aspen Parks and Recreation Department is currently developing the Jenny Adair Regional Stormwater Quality Project (the "Jenny Adair Project") in Aspen, Colorado; and WHEREAS, the District has contracted with Western States Utilities, Inc., ("WSU") a General Contractor, for work on the Second Street Sewer Replacement, a project in the general vicinity of the Jenny Adair Project; and WHEREAS, WSU previously prepared a pricing estimate for work associated with the proposed underground stormwater pipe conveyance system which is similar in character to the work performed for the District, and which pricing estimate has been accepted as a Change Order to the District's Contract; and WHEREAS, the City desires to avail itself of this opportunity to engage WSU at accepted Change Order bid costs in materials and labor by entering into this Agreement with the District to add the work required by the Jenny Adair Project to the work performed pursuant to that certain contract between the District and WSU, and accept assignment of said Construction Contract. NOW THEREFORE, in consideration of these premises and the promises set forth below, it is hereby agreed as follows: I. CITY RESPONSffiILITY The City hereby agrees to execute the attached Assignment of ASSIGNMENT AND ASSUMPTION OF CONSTRUCTION CONTRACT and to thereafter perform all duties and obligations of the Owner under said Construction Contract, including, without limitation; A. Provision of construction documents, specifications, and project management resources necessary to effectively coordinate with WSU for the duration of the Project. B. Make, when due, all payments to WSU for the work performed on the Project. II. DISTRICT RESPONSffiILITY The District, having entered into a Change Order with WSU, providing a pre-negotiated unit price for labor and materials, shall execute the attached ASSIGNMENT AND ASSUMPTION OF CONSTRUCTION CONTRACT and will secure the signature of the appropriate principals ofWSU consenting and agreeing to such assignment. ill. GENERAL PROVISIONS A. This Agreement may be terminated as follows: Termination for Cause. If, through any cause, the City shall fail to perform its obligation to the District or WSU, as set forth herein or in the Change Order, the District shall thereupon have the right to terminate this Agreement for cause by giving written notice to the City of its intent to terminate and at least ten (10) days opportunity to cure the default or show cause why termination is otherwise not appropriate. Notwithstanding above, the City shall not be relieved of liability to the District for any damages sustained by the District by virtue of any breach of this Agreement by the City. -2- ~ B. Notwithstanding anything herein to the contrary, the parties understand and agree that all terms and conditions of this Agreement and attachments hereto which may require continued performance or compliance beyond the termination date of the Construction Contract shall survive such termination date and shall be enforceable by either party as provided herein in the event of such failure to perform or comply by the other party. C. This Agreement is subject to such modifications as may be required by changes in Federal or State law, or their implementing regulations. Any such required modification shall automatically be incorporated into and be part of this contract on the effective date of such change as if fully set forth herein. Except as specifically provided otherwise herein, no modification of this Agreement shall be effective unless agreed to in writing by both parties in an amendment to this contract that is properly executed and approved in accordance with applicable law. D. To the extent that this Agreement may be executed and performance of the obligations of the parties may be accomplished within the intent of the Agreement, the terms of this Agreement are severable, and should any term or provision hereof be declared invalid or become inoperative for any reason, such invalidity or failure shall not affect the validity of any other term or provision hereof The waiver of any breach of a term hereof shall not be construed as a waiver of any other term, or the same term upon subsequent breach. E. This Agreement is intended as the complete integration of all understandings between the parties. No prior or contemporaneous addition, deletion, or other amendment hereto shall have any force or effect whatsoever, unless embodied herein by writing. F. The City represents and warrants that it currently has no interest, and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of the City's obligations under this Agreement. The City further covenants that, in the performance of this contract, it will not employ any person or firm having any such known interests. G. This Agreement shall become "effective" only upon the date it is executed by the District. -3- H. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the parties hereto, and nothing contained in this contract shall give or allow any such claim or right of action by any other or third person on such Agreement. It is the express intention of the parties that any person or entity other than the parties receiving services or benefits under this contract be deemed to be an incidental beneficiary only. I. The City assures and guarantees that it possesses the legal authority to enter into this contract. The City warrants that it has taken all actions required by its procedures, by-laws, and/or applicable law to exercise that authority and to lawfully authorize its undersigned signatory to execute this contract and to bind the City to its terms. The person(s) executing this Agreement on behalf of the City warrants that they have full authorization to execute this Agreement. 1. To the extent permitted by law, City hereby agrees to indemnify, defend and hold hannless the District, its Directors, Consultants and employees from and against and in any respect of all claims asserted against, resulting to, imposed upon or incurred by the District (whether such claims are by, against or relate to The District, its Directors, Consultants and employees, directly or indirectly, by reason of or resulting from any claims or liabilities arising out of said Construction Contract or any breach of Construction Contract or from any liabilities of the City arising after the date of execution hereof The City further agrees, to the extent permitted by law to indemnify, defend and hold hannless the District from and against the entirety of any adverse consequences the District may suffer resulting from, arising out of, relating to, in the nature of or caused by any liability of the City, whether arising out of the Lease or the operation of the leasehold property which may arise after execution of this Assignment. Nothing herein shall be construed as a waiver of any protection available to the District, the City or their respective employees under the Colorado Governmental Immunity Act, codified at C.R.S. ~ 24-10-101, et seq. -4- ._-~-~'"_.---"-I K. Not withstanding the foregoing, nothing under this Agreement or the Assignment executed pursuant hereto, shall be deemed to affect or cancel any contractual obligations or duties to the District ofWSU, its insurors, or its bonding agents, pursuant to said Construction Contract, or the insurance policies and bonds, which are in place for the benefit of the District pursuant to said Construction Contract. IN WITNESS WHEREOF, the parties hereto have executed this contract the day and year first above written. ATTEST: BY~ Title v'CeckJ~ ATTEST: (SEAL) By Title ASPEN CONSOLIDATED SANITATION DISTRICT By d?/~~ ~ \ Title c::::::.. J-, 6-1 r- JA-?q, "'1 By -5- ~------I ., ~ MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF ASPEN AND PITKIN COUNTY AND THE ASPEN CONSOLIDATED SANITATION DISTRICT THIS MEMORANDUM OF UNDERSTANDING entered into at Aspen, Colorado, this day of ,2006, by and between the CITY OF ASPEN, COLORADO, municipal corporation and home-rule city (hereinafter "City") and PITKIN COUNTY, COLORADO, a home-rule county of the State of Colorado, (hereinafter "County") and THE ASPEN CONSOLIDATED SANITATION DISTRICT, a quasi-municipal corporation (hereinafter "ACSD), (hereinafter the three entities "The Parties"). RECITALS: WHEREAS, ACSD is in the process of replacing the Outfall Sanitary Sewer Line in the Rio Grande Trail, hereinafter the "Project"; and WHEREAS, the ACSD currently has a contract with Gould Construction (Contractor) to complete improvements to the sanitary sewer lines and the Proj ect, and return the disturbed areas to similar conditions prior to the start of the Project; and WHEREAS, the City and the County wish to expand the Scope ofW ork in the ACSD contract with the Contractor for additional revegetation and trail construction by ACSD issuing a Change Order to the existing contract with the Contractor; and WHEREAS, the City and the County would benefit from pricing in the ACSD contract with the Contractor for returning the disturbed areas to preconstruction conditions; and WHEREAS, The Parties hereto desire to memorialize the process and the responsibilities for which ACSD will issue a change order to it's existing contract with the Contractor to allow additional work required of the project. NOW, THEREFORE, The Parties hereto agree that ACSD will issue a Change Order to its contract with its Contractor under the following terms and conditions: I. Terms of Change Order I. The City and County shall provide a detailed Scope of Work, plans, and specifications to ACSD for pricing by the Contractor, which will be attached to, and become part of this Memorandum of Understanding (MOD), as Exhibit A. This Exhibit A shall be complete, and include the portion of work in the current ACSD contract with the Contractor that will be shifted to the Change Order, and the additional restoration and trail reconstruction proposed by the City and County. , 2. The Contractor shall price the Scope of Work, plans, and specifications provided by the City and County using the unit prices currently in affect in the ACSD contract with the Contractor, where applicable. 3. For prices of items in the provided Scope of Work that do not have a unit price in the current ACSD, the Contractor shall provide a reasonable price for the requested work. 4. Once the provided Scope of Work is priced in accordance with the plans and specifications, the Parties shall review and approve the Final Scope of Work and price, notwithstanding the ability of the City and County to negotiate with the Contractor on acceptable prices, not currently in the ACSD contract. 5. The City and County approved pricing for the Scope ofW ork shall be attached to, and become a part ofthis MOU as Exhibit B. 6. ACSD shall contribute the sum of$I77,300.00 as its sole and maximum share of the revegetation and trail restoration Scope of Work, and will shift this portion of the restoration work from its current contract with the Contractor, to the Change Order. 7. As the work progresses and additional facts and conditions arise, the City and County shall be solely responsible for amending or deleting portions of the Change Order to the ACSD contract. Such revisions to the initial Change Order shall be approved by the Parties before implementation. 8. Under a change to the approved Scope ofW ork, Exhibit A, the Trail Coordinator, defined below, shall provide ACSD with a detailed Change in Scope, and the revised price for the change. ACSD will revise Exhibit B, and process the change accordingly. II. Change Order Implementation and Procedures. 1. The City and County shall designate in writing a City Parks Department person (hereinafter "Trail Coordinator") responsible for implementing the approved work, providing construction observation, obtaining any required permits not already in place, and coordinating with ACSD and the Contractor. 2. The Trail Coordinator shall have the sole responsibility for, but not be limited to, coordinating the trail reconstruction, observe and approve construction and implementation of the Scope of Work, revise the Scope of Work and documents as necessary, and provide ACSD at the end of a pay period a detail of the work completed, and the estimated payment due the Contractor. 2 " 3. Concurrently, the Parties shall review and approve or deny the estimated payment for work completed by the Contractor. 4. The Parties shall have the right, but not limited to, attend meetings, perform on- site reviews, etc. that may be associated with the work in the initial, and any subsequent change orders. 5. The Parties acknowledge that the Contractor's manpower and equipment, schedule for, and work on the Outfall Trunkline replacement takes precedent over the trail reconstruction and restoration. Ill. Change Order Payment and Processing I. ACSD shall process the provided and approved payment for completed work, to the satisfaction the City Parks Department designee, under the following procedure: a. The Contractor shall submit a pay request to the Trail Coordinator on or before the 20th of each month in which the work is in progress. b. The Trail Coordinator will distribute the Pay Request to the Parties for review and approval, and shall provide to ACSD a recommendation to payor deny the Pay Request on or before the 25th of each month. c. ACSD shall process the approved payment to the Contractor in its standard payment procedure by recommending payment at the ACSD Board of Directors meeting, generally the first Wednesday of each month. d. ACSD will pay the Contractor after approval by the Board of Directors, and will immediately invoice the City and the County for their proportionate share of the monthly pay request. e. The City and County will reimburse ACSD within thirty (30) days of receipt of the invoice. f. ACSD reserves the right to stop its Contractor from continuing construction on the Scope of Work, and any revisions thereof, it payment from the City and the County is not received after 45 days from the date of the invoice for the previous month's work. IN WITNESS WHEREFORE, the Parties, through their duly authorized representatives, have executed this Memorandum of Understanding upon the dates as set forth herein. By the signature of its representative below, each Party affirms that it has taken all necessary action to authorize said representative to execute this Memorandum of Understanding. 3 . THE CITY OF AS EN, COLORADO By:" /f.,~ Steve arwick, City Manager ATTEST: PITKIN COUNTY, COLORADO By: r 11ft S- - IS- -0-6 Chairman, Pitkin Cou ty Board of County Commissioners '7J ATTEST: County Clerk ASP~U~TRJCT By: c:z~ ") Paul Smith, C airman-Board of Directors ATTEST!!!.!;7! !f!!L 4 Exhibit A Scope of Work The Rio Grande Trail re-design will extend from the N.W. end of the Hunter Creek Bridge to the Cemetery Lane underpass and will include 8450 linear feet of new trail. The new trail will consist of a 10' wide paved asphalt trail with an adj acent 6' wide soft surface crusher fines trail. Construction specifications for each are attached to Exhibit A. Adjacent to both the soft surface trail and the paved portion will be 2' wide oftrail bench that will act as a "fall zone" safety area. The total bench width for the trail will be 20'. It is acknowledged that there are several areas that the existing terrain does not allow for the full 20' desired width. It is in these areas that the 2' "fall zone on the river side ofthe trail and the soft surface trail width will be sacrificed. The 10' paved portion of the trail will be on the N.E. side of the corridor with the soft surface trail on the river/ S. W. side. In those areas where there is an existing separation of paved and soft surface trails, this separation will be maintained with the paved trail taking the N.E. alignment and the soft surface taking the riverside or S.W. alignment. Examples of these trail separations can be found by the Grindley Bridge and the Picnic Point Bridge areas. The new trail will have proper drainage as dictated by topography and will maintain an outslope of2% to 4%. Exhibit B RIO GRANDE PEDESTRIAN TRAIL Comprehensive Project Costs Bid Prices from Gould Construction Aspen Parks Department 5-Jun-06 IEXPENDlTURE TOTAL COST CONSTRUCTION COST SUMMARY-IN-HOUSE WORK SCOPE In-House Restoration Labor (4 weeks) In-House Project Management Erosion Bales (quantity~100) (est.) Seeding (Native Restoration @ shoulders) Restoration--Stein Park Hydro Mulching w/Straw Subtotal In-House Construction Costs Contingency-In House Work 1 1 100 2.4 I 2.4 IFUNDlNG RESPONSIBILITY-IN HOUSE WORK SCOPE City Open Space & Trails Fund County Open Space & Trails Fund LS LS EA AC LS AC 15,166.68 3,000.00 7.50 2,200.00 5,685.00 2,200.00 15,166.68 3,000.00 750.00 5,280.00 5,685.00 5,280.00 35,161.68 3,516.17 CONSTRUCTION COST SUMMARY-CONTRACTED TRAIL RESONSTRUCTION Mobilization, Permits 1.00 LS 39,650.00 Sewer Install Silt Fence Roto Mill Existing Trail Clear and Grub Strip Organics Staging and Construction Access Public Notification Boundary Construction Fencing Trail Reconstruction Remove and Replace Culverts Remove and Replace Trail Features Trail Subgrade Prep Class 6 ABC 6" depth Asphalt 3" depth Topsoil Pedestrian Signage/Traffic Control Adjust Manhole Rims Boulder Retaining Wall Unclassified Excavation Crusher Fines Trail Installation Subtotal Contracted Construction Costs IFUNDlNG RESPONSIBILITY-CONTRACTED WORK SCOPE City Open Space & Trails Fund County Open Space & Trails Fund 3885.00 3410.00 6832.00 6520.00 0.40 60.00 0.40 1.00 1.00 8598.00 2722.00 5118.00 1328.00 1.00 4.00 500 1.00 1690.00 LF SY SY SY LS LS LS EA SF TN SY CY LS EA SF LS TN 10.0% 2.16 3.10 5.80 4.70 31,800.00 152.50 31,450.00 9,850.00 4,850.00 3.20 27.00 13.55 28.00 3,890.00 480.00 19.00 149,560.00 55.00 I 19,338.92 19,338.92 39,650.00 8,391.60 10,571.00 39,625.60 30,644.00 12,720.00 9,150.00 12,580.00 9,850.00 4,850.00 27,513.60 73,494.00 69,348.90 37,184.00 3,890.00 1,920.00 9,500.00 149,560.00 92,950.00 643,392.70 I 32 I ,696.35 321,696.35 ~~~.~._<_.<~"____~--J IPROJECT COST SUMMARY Subtotal In-House Construction Costs Contingency-In House Work Subtotal Contracted Construction Costs Total Project Cost 10.0% I 35,161.68 3,516.17 643,392.70 682,070.55 AMOUNT I 341,035.27 341,035.27 682,070.55 IPROJECT FUND SOURCES City Open Space & Trails Fund County Open Space & Trails Fund Total Fund Sources