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HomeMy WebLinkAboutresolution.council.122-00 RESOLUTION NO. 122 (SERIES OF 2000) A RESOLUTION OF THE CITY COUNCIL OF ASPEN, COLORADO, APPROVING A PROFESSIONAL SERVICE AGREEMENT BETWEEN THE CITY OF ASPEN AND GENERAL ELECTRIC ENGINEERING SERVICES, AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENT ON BEHALF OF THE CITY OF ASPEN WHEREAS, there has been submitted to the City Council a professional service agreement between the City of Aspen, Colorado and General Electric Engineering Services, a copy of which is annexed hereto and part thereof. NOW, THEREFORE. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO. Section One That the City Council of the City of Aspen hereby approves that a Professional Service Agreement between the City of Aspen, Colorado, and General Electric Engineering Services, regarding the Professional Service Agreement for the Upgrades for the Ruedi Hydro Electric Plant. a copy of which is annexed hereto and mcorporated herein, and does hereby authorize the City Manager m execute said Agreemem on behalf of the City of Aspen. Dated: ~~~~x_, 2000. /Rachel E. Richards, N~yor . "~' I, Kathryn Koch, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate of Aspen, a meeting held ~ /tt/ ,2000. copy of that resoluti~lt~ adopt, e~ by the qity Council of the City Colorado, at -' ' KathrynS.~ch. City Cl~rk ~ EXHIBIT "A" CITY OF ASPEN GENERAL CONDITIONS FOR SERVICE AGREEN[ENTS 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. Up0a 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 appr0ved by the City, shall not, except for reasonable cause, be altered by the Contractor. 2. Payment. In'c6~idei;atioff0f 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 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 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 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. 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 ~ny other loss of any kind whatsoever, which arise out of or are in any manner connected with this Service Agreement, 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 Contractor, any subcontractor of the contractor, or any officer, employee, representative, or agent of the Contractor or of any subcontractor of the Contractor, or which' arises out of any workmen's compensation claim of any employee of the Contractor or of any employee of any subcontractor of the Contractor. 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 Contractor, 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. 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, false, or fraudulent. 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 be City, its officers, or its employees, the City shall reimburse the Contractor 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 alpove: 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 assuraed 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.s~fficient.. amounts, duration, or types. Co) Contractor shall procure and maintain Workmen's Compensation insurance to · cover obligations imposed by applicable laws for any employee engaged in the performance of work~ under the Service Agreement, and Employers' Liability imurance 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 Workmen's Compensation requirements of this paragraph. (c) If the Service Agreement requires any insurance in addition to that referenced above at subsections (a) and Co), or a particular type of coverage, Contractor shall procure and maintain, and shall cause any subcontractor of the Contractor to procure and maintain, the min/mum 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. 3 (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. (0 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 pa/y '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 pre.miums against monies due to Contractor from City. (g) City reserves.the right to request and receive a certified copy of any'p01icy 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 time to time amended, or otherwise available to City, its officers, or its employees. I1. 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 4 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, 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 c. ertiftes 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 Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial o~: 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 th~ 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 representati3~e O~f..the City during the term of the Service Agreement has or one (1) year ~hereafter 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 prokibitions against contingent fees, gratuities, kickbacks and conflict of interest, the City shall have the right to: I. 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. 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 $25,000.00 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 efnployment 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. 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. 6 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 tinder the Service Agreement or by law despite any such forbearance or indulgence. 23. Execution of Service Agreemefit 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. 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. 25. General Terms. (a) It is agreed that neither the Service Agreement nor any of its terms, provisions, conditions, representations or covenants can be modifted, changed, terminated or amended, waived, superseded or extended except by appropriate written instrument fully execfited 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 AGREEiVIENT THIS AGREEMENT made this __ day of Sune, 2000, by and between the City of Aspen CCity") 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: General Elec%ric Engineering serVices ADDP~SS: 3800 Lewiston Street, Suite 400 Aurora, Colorado 80011 CONTACT PERSON: Lew Brown PHONE NU~ERS HOME: N/A WORK: 303-753-2261 Fax 303-753-2210 SOCIAL SECURITY NUMBER I.D. NUMBER:14-06893-40 DESCRIPTION OF SERVICE The scope of work is outlined in the General Electric proposal # 432P2254 SCADA Upgrades for the Ruedi Hydro Electric plant. The service agreement is to: (1) Integrate data acquisition of the Ruedi Hydro Electric Plant with the assistance of Timberline Electric and Control Corporation into the existing Water Department SCADA system: and, (2) Begin to upgrade the existing operator display system with current technologies. EXItIBIT "B" to Professional Services Agreement Rate Schedule The rate schedule is based upon the proposal from the service provider GE Engineering Services. Payments will be due upon receipt of invoices according to this schedule: 10% Payment to accompany order 15 % Upon the City of Aspen's acceptance of Design submittal 35 % Upon approval of System Configuration 30% Upon shipment of hardware The final 10% will be addressed as follows: 5% Upon Starmp of equipment/with retainage of 5 % to be released after all punch listed items are completed. Work will commence upon GE Engineering Services receipt of initial payment. DURATION OF AGREEMENT AND SCHEDULE' OF SERVICES TO BE PROVIDD Agreement for services will terminate upon completion of the proposed work. Work will commence the' and terminate 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 and General Electric Engineering Services. DESCRIPTION OF AMOUNT, METHOD OR MANNER OF COMt'ENSATION Total cost of the work is not to exceed $45,850, compensation for the work will be provided through a City of Aspen purchase order. Please invoice usinq City's Purchase Order Number: A~NDMENTS TO GENERAL CONDITIONS The work to be performed will be through the existing contractual agreement between General Electric, Pitkin County and City of Aspen, dated December 15~ 1984 ordinance 18-1984 item 15 ';Changes, Deletions and Extra work". The parties acknowledge and understand rtmt this Service Agreement is, except as specifically amended hereinabove, subject to all of the terms and conditions set forth in the City of Aspen Gene, al 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 At, pen: .. . . Contra~ O:\mark\ges~.do~ As a point of Clarification, it is GE's understanding that the terms and conditions of the Contract between General Electric and Pitkin County and City of Aspen dated December i5, 1984 apply to the extent there is no conflict between it and Exhibit "A" City of Aspen General Conditions for Service Agreement, where there is a conflict between the two documents, Exhibit ,'A", City of Aspen General conditions for Service Agreement shall prevail. The Parties agree that this is a total integration of documents making up the contract.