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HomeMy WebLinkAboutagenda.council.regular.199311225:0O COUNCIL MEETING I. Call to order II. Roll call AGENDA November 22, !993 II1. Scheduled Public Appearances IV. Citizens Comments & Petitions ~ime for any citizen to address Council on issues NOT on the agenda. Please hmit your comments to 3 minutes) Vo Special Orders of the day a) Mayor's comments b) Councilmembers' comments c) City Manager's comments Consent Calendar (These matters may be adopted together by a single motion) a) Minutes - October 22; November 9, 1993 b) Reso. #81, 1993 - Multi-space Parking Meter Contract c) Resolution #80, 1993 - Contract Red Brick Asbestos Removal d) 200 Block East Durant No Parkir~g 3 to 7 a.m. VII. Public Hearings ~'~ a) 1994 Budget (Continue to December I~ b) Ordinance #56, 1993 - 834 W. Hallam Landmark Designation c) Ordinance #57, 1993 - Oxley Lot Split & GMQS Exemption d)o-'CoOrdinance #58, 1993 Reschedule Deadline for NC/SCI GrSv[,th~lgfanagement Competition Deadlines VIII. Action Items a) /Ordinance #50, 1993 - 835 W. Main (Berger) Landmark besighation b)¢ltWResolution #82 1993- Terminating IGA Aspen Pitkin Water Trust _~~ c) Ordinance #62 1993 Repealing Section 23-60 City-County Water Trustily.-(,,, d)' City/County Hydropower IGA - Buedi Water IGA Power. Discussion e) Power Plant Road Water Main ~ 7_4 ¢__ ~----~o-~t t~CL_4¢--.~ y'~ ~6,'¢~_.~ ~ "~-- f) Ordinance #63, 1993 - Appropriatioqs ~ ts -~ ' IX. Information Items a) P & Z Comments Highlands b) Volurffeer No-Burn No-Drive X. Adjournment Next ~egular Meeting De,cem_ber 6, 1993 City of Aspen Mission Statement Aspen is a small and unique community with rich history and special character. The natural beauty in and around Aspen is part of our identity. Aspen's sense of community is enriched by the diversity of both residents and visitors and reflects a balance of their values. * The purpose of the Aspen City Council is to provide leadership, stewardship and service to the community and to preserve community character. * Through an open and friendly process, we are dedicated to working in partnership with the community' to nourish the mind, body and spirit of all who visit and llve here. MEMORANDUM TO: FROM: DATE: Mayer and City Council _ . ~ Amy Margery-n, C~y Manager~~''~ Manager's Comments November 22, 1993 TRANSPORTATION Staff from Aspen, Pitkin Couoty and Snowmass Village will be getting/o~,ether next Tuesday to formulate a timeline and critical path for implementation of the Comprehensive Transportation Plan (1/2 cent sales tax). We have tentatively scheduled a meoting of the "little Decision Makers group" made up of one elected official from each j arisdiction and an alternate and three staff members for December 2 from 12 - 1:30 in the City Council Chambers as a brown bag lunch. The final report from Bill Eager on transportation alternatives between Aspen, Snowmass and the Airport is in. Copies have been distributed to Snowmass, Pitkin County, AVIA, RF~A and CDOT as well as City Council and staff. NEALE STREET SIDEWALK Staff has begun work on necessary survey and easement work in preparation for the Neale Street Sidewalk project for next summer. We are currently studying both sides of Neale Street for cost comparisons. ACES LAND EXCHANGE Staff is currently working on a trade proposal with ACES which would give them the land where the small cottage is at the entrance to ACES (across from the Electric Dept.) and the City would obtain a parcel directly behind the Electric Department offices. We will bc asking for Council's direction on this exchange on your December 6th agenda > We will be recommending that we proceed with building City-owned housing on this new lot next spring. . SNOW DUMP SITE Work continues on the site preparation for the new snow dump. Work should be completed by Tuesday November 22. Pitkin County has allowed us to prepare the site while we are finalizing the purchase contract. MEMORANDUM TO: THROUGH: FROM: DATE: Mayor and C,~ty Council Amy Margerum, City Manager ~ Randy e~ady,~ransportation/Parking Director November 16, 1993 RE: Resolution # </~.] , Series of 1993, Approving Purchase and Installation of Multi-Space Parking Meters SUMMARY: Staff recommends approval of this supply procurement agreement between Schlumberger Technologies and the City of Aspen, for the purchase and installation of twenty- seven (27) multi-space parking meters and related supplies. PREVIOUS COUNCIL ACTION: Council approved the Transportation Implementation Plan on July 12, 1993. On August 10, 1993 Council approved an appropriation request in the amount of $484,875 for start-up costs associated with implementation of the Plan (including $313,000 for the purchase and installation of multi-space meters and relat~ supplies). Council approved the creation of the Transportation/Parking Fund as an enterprisc fund consistent with Section 20 of Article X of the Colorado Constitution on September 27, 1993. Council subsequently approved Appropriation Ordinance No. 51 on second reading on October 12, 1993. Ordinance No. 51 transferred $484,8?5 from available c.~.sh over target reserve in the City's general fund to the Transportation/Parking Enterprise Fund. BACKGROUND: Invitations to bid were prepared and sent to nine prospective manufacturers. Three responsive bids were received on October 29. An evaluation committee composed of City staff and representatives of HPC, the Transportation Implementation Committee, and the CCLC met on November 3 to review the bids. The committee unanimously selected the ParkMan:er l~I multi-space equipment from Schlumberger Technologies based on the criteria specified in the Invitation to Bid for the following reasons: a, al The equipment meets or exceeds all specifications and is within budget. The company's references and experienc~ in the industry are extensive. The company has an international reputation for being trustworthy and responsive to customer needs. The equipment can be installed without a pc~iestal (i.e., the ParkMaster can be mounted to existing light posts). The equipment housings can be painted any color of the City's choice. The equipment h~s the greatest rate structvre flexibility and payment method g. options (including coins, tokens and smart cards, with potential for the addition of bill acceptors as that technology advances). The equipment has le3s visual impact and a smaller profile than its competitors. The equipment is easy to t~perate. The instructions, buttons and diagnostics are easy to understand. CURRENT ISSUF_~: Staff is working with the CCLC and the HPC regarding aesthetic issues, signage and multi-space meter locations within the Commercial Core. FINANCIAL IMPLICATIONS: The Schlumberger bid totals $293,092 for twenty-seven (27) multi-spa,,e meters, installation, and related supplies. Sufficient funds exist within the Transportation/Parking Fund to cover the cost of this supply procurement agreement. RECOMMENDATION: Staff recommends approval of this supply procurement agreement between Schlumberger Technologies and the City of Aspen for the purchase and installation of twenty-seven (27) multi-space parking meters and related supplies at a total cost of $293,092. PROPOSED MOTION: "I move to approve Resolution No. ~/ for the purchase and installation of twenty-seven (27) multi-space parking meters and related supplies." CITY MANAGER COMMENTS: RESOLUTION NO. Series of 1993 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A SUPPLY PROCUREMENT AGREEMENT BETWEEN SCHLUMBERGER TECHNOLOGIES AND THE CITY OF ASPEN, COLORADO FOR THE PURCHASE AND INSTALLATION OF TWENTY-SEVEN (27) MULTI-SPACE PARKING METERS AND REI,ATED SUPPLIES, AND AU'rltORIZING q_V~IE CITY MANAGER TO EXECUTE SA~ID AGREEMENT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a supply procurement agreement between Schlumberger Technologies and the City of Aspen, a true and accurate copy of which is attached hereto as Exhibit "A"; NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCII. OF THE CITY OF ASPEN, COLORADO' That the City Council of the City of Aspen hereby approves tha~ supply procurement agreement between Schlumberger Technologies and the City of Aspen, 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 agreement on behalf of the City of Aspen. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the ~ day of m, 1993. John S. Bennett, 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 on the day hereinabove stated. Kathryn S. Koch, C3ty Clerk SUPPLY PROCUREMENT AGREEMENT THIS AGREEMENT, made and entered into, this 16th day of November, 1993, by and between the City of Aspen, Colorado, hereinafter referred to as the "City" and Schlumberger Technologies, hereinafter referred to as the "Vendor." WITNESSETH, that whereas the City wishes to purchase twenty-seven t27) ParkMaster HI multi-space parking meters, along with installation and training: two thousand (2,000) Smart Cards; and spare modular parts, hereinafter called purchase and installation of multi-space parking meters and related supplies, in accordance with the terms and conditions outlined in the Contract Documents and any associated Specifications, and Vendor wishes to sell said multi-space meters to the City as specified in its Bi._~d, attached hereto as Exhibit "A" av.d t~y this reference incorporated herein. NOW, THEREFORE, the City and the Vendor, for the considerations hereinafter set forth, agree as follows: 1. P.urchase. 'Vendor agrees to sell and City agrees to purchase the following: Item Unit Cost Total Cost 27 ParkMaster III Multi-Space Parking Meters Installation and Training for the above 2,000 Smart Cards Spare Modular Parts $10,000 $270,000 $ 60O $16,200 $ 4,092 $ 4,092 $ 2,800 $ 2.800 TOTAL $293,092 All items are more fully described in the Contract Documents and more specifically in Vendor's Bid, for the sum of Two hundred ninety three thousand nini~ty two ($293,01)2.00). City agrees to pay Vendor 150% down, 25% upon delivery, l~nd 25% upon installation ond success.[_ul completion of. ~ceptance test. Acceptance test shall be a minimum thirty (30) calendar day "live" test involving all functions of the multi-space meters. Problems encountered must be addressed and resolved prior to the test being considered successful. Test period shall be extended until all problems encountered in the thirty day live test period are resolved to the satisfaction of the City in accordance with the terms and conditions outlined in the Contract Documents and any associated Specifications. 2. Delivery and Installation. Delivery shall be made within ninety (90) calendar days following Notice to P!'_oceed. City shall have the right to inspect and reject any or all pans thereof that fail to conform to specifications. In the event that the City rejects goods delivered, Vendor shall refund in full all funds paid in advance of delivery. Installation shall be completed by the Vendor and shall be closely coordinated with the City to occur within a three week window of time between March 21, 1994 e--'~ April 8, 1994. Exact installation date(s) within that period shall be mutually agreed upon L, ooth City and Vendor. 3. Contract Documents. The Conlract 12ocuments that are hereby made a part of this Agreement as if fully set forth herein shall include City's Invitation for Bids and Vendor's Proposal, Bid or Sales Estimate attached hereto as Exhibit "A''. 4. Warranties. Warranty shall cover all workmanship and materials for a minimum of one (1) full year from the date of installation. During the warranty period, Vendor guarantees to repair or replace any part or assembly determined to be defective in material or workmanship under normal use and service, upon return of such component or assemblies to the Schlumberger factory. During the guarantee period, any module found defective ~td requiring replacement will be subject to Schlumberger's guaranteed 24-hour delivery service of the replacement module. All modules axe shipped via Federal Express with guaranteed 24-hour delivery. This guarantee as in effect Monday - Friday; products ordered on Friday will be guaranteed shipment on Monday. Upon expiration of the one-year guarantee, replacement or repair of the modules will continue to be made at the replacement or repair cost in effect at that time. The Schlumberger guaranteed 24-hour delivery will apply. 5. Successors and Assigns. This Agreement and all of the covenants hereof shall inure to the benefit of and be binding upon the City and the Vendor respectively and their agents, representatives, employee, successors, assigns and legal representatives. Neither the City nor the Vendor shall have the right to assign, transfer or sublet its interest or obligations hereunder without the written consent of the other party. 6. Third Parties. This Agreement does not and shall not be deemed or construed to confer upon or gra:~t to any third party or parties, except to parties to whom Vendor or City may assign this Agreement in accordance with the specific written permission, any rights to claim damages or to bring any suit, action or other proceeding against either the City or Vendor because of any breach hereof or because of any of the terms, covenants, agreements or conditions herein contained. 7. Waivers. No wz, aver of default by either party of any of the terms, covenants or conditions hereof to be performed, kept and observed by the other party shall be construed, or operate as, a waiver of any subsequent default of any of the terms, covenants or conditions herein contained, to be performext, kept and observed by the other party. 8..Agreement Made in Colorado. The parties agree that this Agreement was made in accordance with the laws of the State of Colorado and shall be so construed. Venue is agreed to be exclusively in the courts of Pitkin County, Colorado. 9. Attorney's Fees. In the event that legal action is necessary to enforce any of the provisions of this Agreement, the prevailing party shall be entitled to its costs and reasonable attorney's fees. 10. Waiver of Presamption. This 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 Agreement. 11. Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion. Vendor certifies, by acceptance of this Agreement, that neither it nor its principals is presently debarred, s ~spended, propos~ for debarment, declared ineligib, a 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 ~,~ all lower tier transactions, solicitations, propel.als, contracts and subcontracts. In the event that vendor or a,~y 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. 12. Warranties Against Contingent Fees, Gratuities, Kickbacks and Conflicts of Interest. Vendor 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 Vendor for the purpose of securing business. Vendor 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, recommendation, 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. Vendor represents that no official; officer, employee or representative of the City during the term of this Agreement has or one (1) year thereafter shall have any interest, direct or indirect, in this Agreement or the proceeds thereof, except those that may have been disclosed at the time City Council approved the execution of this Agreement. In addition to other remedies it may have for breach of the prohibitions against contingent fees, gratuities, kickbacks and conflict of interest, the City shall have the right to: 3, . Cancel this Purchase Agreement without any liability by the City; Debar or suspend the offending parties from being a vendor, contractor or sub-contractor under City contracts; Deduct from the contract ir'rice or consideration, or otherwise recover, the value of anything transferred or received by the Vendor; and Recover such value from the offending parties. 13. Termination for Default or for Convenience of City. The sale contemplated by this 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. 14. 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 this Agreement contemplates the City utilizing state or federal funds to meet its obligations herein, this Agreement shall be contingent upon the availability of those funds for payment pursuant to the terms of this Agreement. 15. City Council Approval. If this 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. 16. Non-Discrimination. No discrimination because of race, color, creed, sex, marital status, affecfional or sexual orientation, family responsibility, national origin, aneest_~ handicap, or religion shall be made in the employment of persons to perform under this Agreemer:t. Vendor agrees to meet all of the requirements of City's municipal code, section 13-98, pertaining to non-discrimination in employment. Vendor further agrees to comply with the letter and the spirit of the Colorado Antidiscrimination Act of 1957, as amended, and other applicable state and federal laws respecting discrimination and unfair employment practices. 17. Integration and Modification. This written Agreement along with all Contract Documents shall constitute the contract between the parties and supersedes or incorporates any prior written and oral agreements of the parties. Any Agreement or modification to this Agreement must be in writing and be executed by the parties hereto. 18. Authorized Representative. The undersigned representative of Vendor, as an inducement to the City to execute this Agreement, represents that he/she is an authorized representative of Ventlor for ~he purposes of executing this Agreement and that he/she has full and complete authority to enter into this Agreement for the terms and conditions specified herein. 19. City of Aspen Procurement Code. Notwithstanding anything to the contrary contained herein or in the Contract Documents, this Agreement shall be subject to the City of Aspen Procurement Code, Chapter 3 of the Municipal Code. IN WITNESS WHEREOF, The City and the Vendor, respectively have caus~d this Agreement to be duly executed the day and year first herein written in two (2) copies, all of which, to all intents and purposes, shall be considered as the original. FOR THE CITY OF ASPEN: By: VENDOR: a· Title· Approved as to Form: curc, .,r' .bid RESOLUTION NO. 80 Series of 1993 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A SERVICE AGREEMENT BETWEEN ENVIRONMENTAL CONTROL DIVISION INC. AND THE CITY OF ASPEN, COLORADO, AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a service agreement between Environmental Co,,trol Division Inc. and the City of Aspen, a true and accurate copy of which is attached hereto as Exhibit 'A ~; NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CIT't ASPEN, COLORADO: That the City Council of the City of Aspen hereby approves that service agreement between Environmental Control Division Inc. and the City of Aspen, 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 agreement on behalf of the City of Aspen. INTRODUCED, READ AND ADOPTED by the City Council of th~ City of Aspen on the ~ day of , 1993. John S. Bennett, 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 on the day hereinabove stated. Kathryn S. Koch, City Clerk SERVICE AGREEMENT THIS AGREEMENT made t: is 22nd day of November 1993, by and between the City of Aspen ("City") and Environmental Control D;-,isioa Inc. ("Contractor"). The Project is: Renovation of the Aspen Conununity Arts & Recreation Center Asbestos Abatement The Architect is: Pember + Reid Architects Inc. 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: ARTICLE 1 THE CONTRACT DOCUMENTS 1.1 The Contract Documents consist of this Service Agreement, Conditions of the Conu'act (General, Supplementary and other Conditions), Drawings, Specifications, the City's Request for Qualification Statements, Contractor's Qualification Statement, Addenda issued prior to the execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement; these form the Contract, and are as fully a part of the Covtract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations o: agreements, either written or oral. If anything in the other Contract Documents is inconsistent with this Agreement, this Agreement shall govern. ARTICLE 2 THE WORK OF THIS CONTRACT 2.1 The Contractor shall execute the entire Work described in the Contract Documents, except to the extent specifically indicated in the Contract Documents to be the responsibility of others, and more specifically, architectural, structural, mechanical, electrical engineering which will b~ the responsibility of the architect as described in the Contract Documents. ARTICLE 3 RELATIONSHIP OF THE PARTIES 3.1 The Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and utilize the Contractor's best skill, efforts and judgmeat in furthering the interests of the Owner; to furnish efficient business administration and supervision; to make best efforts to furnish at all times an adequate supply of workers, materials, equipment and supplies; and to perform the Work in the best way and most expeditious and economical manner consistent with the interests of t~te' Owner. The Owner agrees to exercise best efforts to enable the Contractor to perform the Work in the best way and most expeditious manner by furnishing and approving in a timely way information required by the Contractor and making payments to the Contra~.,or in accordance with requirements of the Contract Documents. ARTICLE 4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 4.1 The date of commencement and date that Contractor shall achieve Substantial Completion of the entire Work shall be the dates to be fixed in a Notice to Proceed issued by the Owner and within ten (10) days of issuance of a building permit. ARTI~LE 5 CONTRACT PRICE 5.1 GUARANTEED MAXIMUM PRICE 5.1.1 The sum of the Cost of the Work and the Contractor's Fee is guaranteed by the Contractor not to exceed Thirty Eight Thousand Three Hundred Five Dollars ($38,305.00), subject to additions and deductions by Change Order as provided in the Contract Documents. Such maximum sum is referred to in the Contract Documents as the Guaranteed Maximum Price, Costs which would cause the Guaranteed Maxirr,,lm Price to be exceeded shall be paid by t'~e Contractor without reimbursement by the Owner. The parties acknowledge and understand that this Service Agreement is, except as specifically amended hereinabove, subject to all of the terms and conditions set forth in the City of Aspen General Conditions for Secvice 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 Aspen: Contractor: Environmemal Control Division Inc. By' By:~ John S. Bennett, Mayor Title: Attest: Kathryn K. Koch, City Clerk Reviewed By: ....... Cristopher Caruso, City Project Director Approved as to Form: Joh~,~ P. W°rce~ster, ci'i~ Atto¥~ey SrvAgr. bid- Version I !/93 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 shail 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-Assi~. 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. 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 ~erminate the Service Agreement with ten (10) 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 employe~, any fee, commission, percentage, brokerage fee, gifts or any other consideration contingent upon or resulting from the award or making of this contract. For a breach or vit, lation of this contract without liability, or in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 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 tho. 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 required 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 a~reed to herein. 9. Indemnification. Contractor 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 arc. 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 injary, 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 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 liabi, lity, claims, demands, and other o},ligations assumed by the Contractor pursuant to Sectio, 9 above. 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 assumed 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 sufficient amounts, duration, or types. (b) Contractor shall procure and maintain Workmen's Compensation insurance cover obligations imposed by applicable laws for any employee engaged in the performance of work under the Service Agreement, 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 Workmen's .Compensation requirements of this paragraph. (c) If the Service, ,greement 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. Ev.~ry 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.