Loading...
HomeMy WebLinkAboutresolution.council.105-00 RESOLUTION NO. 105 (SERIES OF 2000) A RESOLUTION OF THE CITY COUNCIL OF ASPEN, COLORADO, APPROVING INTERGOVERNMENTAL UTILITIES AGREEMENT BETWEEN THE CITY OF ASPEN AND ASPEN CONSOLIDATED SANITATION DISTRICT, 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 an Intergovernmental Utilities Agreement between the City of Aspen, Colorado and Aspen Consolidated Sanitation District, 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 an Intergovernmental Utilities Agreement between the City of Aspen, Colorado, and Aspen Consolidated Sanitation District, regarding extension of the water Line in Maroon Creek Road, a copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Manager to execute said Intergovernmental Utilities Agreement on behalf of the City of Aspen. Dated: __~~ ,2000. I, Kathryn Kooh, duly appointed and acting City Clerk do certify that the foregoing is a tree and accurate copy of that resolut~ adopted by the City.Council of the City of Aspen, Colorado, at a meeting held ff_~C~t.~..~..~ ~$~ ,2000. Intergovernmental Utilities Installation Agreement ~ This Intergovernmental Utilities Installation Agreement is made this 1 ~ day of ~, 2000 by and,~etween the,,,ASPEN CONSOLIDATED SANITATION DISTRICT, of Pitk~'n County, Colorado ( the District ), and the CITY OF ASPEN, a Colorado home rule municipality, ("the City"). Recitals A. The governmental entities, the Parties hereto are authorized by C.R.S., §29-1-203 to contract with each other to provide any function, service, or facility lawfully authorized to each. B. The District has contracted with Western States Utilities, Inc., ("WSU") for installation of wastewater collection facilities and appurtenances thereto, to be installed along and within the right-of-way of Maroon Creek Road, ("the Project"); which Project requires extensive excavation within the right-of-way of Maroon Creek Road. C. The City desires to replace certain of its water facilities lying within the area affected by the Project. D. The District is willing to allow the City to install its water facilities within the area affected by the District's Project through means of a change order to the District's contract with WSU. E. The City has budgeted and appropriated funds for this purpose. NOW THEREFORE, in consideration of these premises and the promises and covenants of each of the parties set forth hereinbelow, it is agreed: 1. City Obligations. The City shall perform the following: a) The City shall pay to the District as partial consideration for this Agreement, the sum of $500 for services to be performed by the District in setting up the change order to the existing contract for the Project. b. The City acknowledges receipt from WSU of the cost estimate for the work and materials to be used in installing City water facilities in the amount o~ k~,tl~ ~o___42c,~,~ · ($ ~g~3~, ~ o,v ). The City further acknowledges this cost estimate is re-~onable and fu~r a~rees to deposit with the District, the estimated cost, together with an additional 10% of the estimated cost to allow for contingencies in the work, to be used by the District in paying WSU for all work performed on the City's behalf pursuant to the change order. If during the course of work on the City's facilities, actual costs of completing work upon the City's facilities exceeds this original amount, inclusive of the 10% contingency, then the City further covenants to pay over to the District, upon request, such additional sums as may be necessary to compensate WSU for all additional work performed on the City's behalf. c. The City shall provide WSU with a complete set of"construction ready" plans, specifications, and drawings for the facilities to be installed. The City shall also designate, in writing, ~hdividual who shall be responsible for answering any and all inquiries regarding the City's plans, specifications, and drawings and who shall be authorized to make any and all decisions on behalf of the City regarding such plans, specifications, and drawings, as well as make such field decisions about the construction work as may be necessary. d. In addition to the individual designated in subparagraph above, throughout the course of the work performed on behalf of the City, the City shall have an individual authorized to inspect all work performed on behalf of the City and accept such work on the City's behalf, as well as being capable of certifying written pay estimates for ail work completed pursuant to the change order; said individual may be same as that individual designated in subparagraph "c" above. The City is required to certify the amounts due on each pay estimate submitted by WSU and the District may rely on such certification to make payment to WSU for work completed on the City's behalf. Should the City fail to provide a representative/inspector for any construction meeting or for inspection of work done on its behalf, then the City shall be liable for any and all costs resulting from delays caused by failure of its representative/inspector to attend such meeting or inspect such completed work. e. Notwithstanding the foregoing, any work completed on behalf of the City which is not inspected within 48 hours after receipt of notice that such work has been completed and is available for inspection, shall be deemed "accepted" by the City, which shall then be liable for payment for all such work completed. f. If the City wishe~inspect any work which it previously failed to inspect, and which work has been covered up in the normal course of backfilling, the City shall have the right to request the work to be uncovered for inspection, but the City shall be liable for ail costs incurred in uncovering the work, rebackfilling, and any and all other costs arising from delay caused by the City's initial failure to inspect in a timely fashion. g. The City acknowledges the District and the District's engineer are acting as contract administrator for the Project, including the change order covering City's facilities. City further acknowledges that the District and the District's engineer shall control the phasing and timing of work performed and payments made pursuant to the contract, as amended by the change order contemplated by this Agreement, and, the determination of the District or the District's engineer shall be final w~th respect to any matters of coordination, construction timing, and payments made. To fully assist the District and the District's engineer in successfully carrying out contract administration for the Project, the City further covenants to perform all of its obligations hereunder in a timely manner. -2- 2. District Obligations. The District shall perform the following: a) The District, working in conjunction with its Engineer shall prepare a change order for its contract with WSU, which change order shall encompass the work for installation or replacement of the City's water facilities within the area affected by the Project. b) The District shall cooperate with the City in providing reasonable notice, under the circumstances existing, of any construction meetings during which the City's input is required, as well as notice of completion of work and pay requests so as to enable the City to perform inspection of such work and certification of payments therefore. c) From the funds deposited by the City with the District, the District shall pay to WSU all monies due and owing as a result of completed, accepted work for which the City has provided to the District notice of certified pay estimates. It shall be the District's obligation to pay the contractor only for work accepted upon receiving certified written pay estimates in accordance with the contract. d) Upon completion of the Project, including completion of all work on behalf of the City, District shall provide a simple accounting of all payments made from funds deposited with the District by the City. Any funds remaining on deposit with the District shall be reimbursed to the City within 30 days after this final accounting. 3. Indemnification. To the extent permitted by law, the City shall indemnify and hold harmless the District and its engineers or consultants engaged in connection with this Agreement, including their officers, agents, employees, affiliates, parents and subsidiaries, and each of them ("Indemnitees"), of and from any and all claims, demands, causes of action, damages, costs, expenses, attorney's fees, losses or liability, in law or in equity, of every kind and nature whatsoever ("Claims") arising out of or in connection with the District's performance pursuant to this Agreement for, but not limited to: a. Personal injury,, including but not limited to, bodily injury, emotional injury, sickness or disease, or death to persons, including but not limited to, any employees or agents of The City, Indemnitees, or any other utility or damage to property of anyone (including loss of use thereof), caused or alleged to be caused in ~vhole or in part by any negligent act or omission of The City or anyone directly or indirectly employed by The City or anyone for whose acts The City may be liable regardless of whether such personal injury or damage is caused by an Indemnitee. b. Penalties imposed on account of the violation of any law, order, citation, rule, regulation, standard, ordinance, or statute, caused by the action or inaction of The City. c. Claims for infringement of any patent rights which may be brought against Indemnities arising out of The City's work. -3- d. Claims and liens for labor performed or materials used or furnished to be used on the job, including ail incidental or consequential damages resulting to Indemnitees from such claims or liens. e. Any violation or infraction by The City of any law, order, citation, rule, regulation, standard, ordinance, or statute in any way relating to the occupational health or safety of employees, including, but not Iimited to, the use of Indemnitees' or others' equipment or machinery. The indemnification provisions of subparagraphs (a) through (e) above shall extend to Claims occurring after this Agreement is terminated as well as while it is in effect. Such indemnity provisions apply regardless of any active and/or passive negligent act or omission of Indemnitees or their agents or employees. The City, however, shall not be obligated under this Agreement to indemnify Indemnitees for Claims arising from the sole negligence of willful misconduct of Indemnitees or their agents, employees or independent contractors who are directly responsible to Indemnitees. Notwithstanding the foregoing, nothing in this Agreement shall be construed as a waiver of any protections or limitations to which either party may be entitled pursuant to the Colorado Governmental Immunities Act, codified at C.R.S., Section 24-10-101, et seq. 4. Miscellaneous. a) Notices. Any written notice to be given to either party pursuant to this Agreement shall be mailed first class postage, pre-paid to the following addresses: Aspen Consolidated Sanitation District Attn: Tom Bracewell, Sewer Line Superintendent 545 North Mill Street Aspen, CO 81611 City of Aspen Utilities Department b) Dispute Resolution. Parties hereto agree any and all disputes arising under this Agreement shall be submitted to binding arbitration in accordance with the Construction Arbitration Rules of the American Arbitration Association and that only "regular track" rules shall apply. Each party shall pay its own initial costs of arbitration, but those costs shall be subject to recovery set forth herein. In the event of any dispute arising hereunder ~ results in arbitration or litigation, j~'the prevailing party shall be entitled to recover its reasonable costs and attorney's fees and in -4- the case of arbitration, the arbitrator is hereby empowered to make such an award of costs and attorney's fees to the prevailing party as part of the arbitration award. Further, any judgment on the award rendered by the arbitrator(s) may be entered in any Court having jurisdiction thereof. c) Time of Essence. Time is of the essence in this Agreement and all provisions herein relating hereto shall be strictly construed. d) Severabili _ry. If any term or provision of this Agreement ~ invalid or unenforceable, the remaining terms or provisions of this Agreement shall not be affected thereby, but each term or provision of this Agreement shall be valid and shall be enforced to the fullest extent permitted by law. e) Merger. This Agreement represents the entire Agreement between the Parties, any and all prior agreements oral or written, are merged herein. This Agreement shall not be modified except by writing, executed by both Parties. IN W~TNESS WHEREOF, the parties have affixed their hands and seals on the date firstabove written. CITY OF/.~A~SPEN By-~.~W_~ Zq/~ ~ ~, :~ Title: ~w~t~ ~ Ic:Sv4~Co~-'[~ City Clerk,?~/ [SE^L] ASPEN CONSOLIDATED SANITATION inSTruCT Title: ATTEST: ~q ,j~~ Secretary [SEALI -5- Sent By: McLaughlin Water Englneersj Ltd; 970 925 1974; Jun-20-O0 1:09PM; Page 2/2 31.J~lC_:J-p_lal~ 17:49 bJESlU, m~ SLOPE UTIL