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HomeMy WebLinkAbout23-53 New IPT, Inc. Professional Services St. Vrain Water Treatment Plant 05-10-2023RESOLUTION NO.23-53 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FIRESTONE AND NEW IPT INC., REGARDING THE ST. VRAIN WATER TREATMENT PLANT PROJECT WHEREAS, by adoption of Resolution No. 20-31 the Town of Firestone ("Town") approved a Professional Services Agreement with New IPT Inc. ("IPT") to perform design services, permitting through the United States Environmental Protection Agency, preparation of bid documents and specifications for the drilling of the well, and oversight of the well drilling, and the design/build contract for the injection well's pump station for the St.Vrain Water Treatment Plant ("Project"); and WHEREAS, upon completion of such services the Town given IPT's unique knowledge, expertise and experience with the Project, negotiated with IPT to develop a Professional Services Agreement for IPT to assist the Town with the United States Environmental Protection Agency's well permit compliance, ongoing well operations and technical assistance with the Project's injection pump station; and WHEREAS, given the high quality of IPT's Project work and its knowledge and experience regarding the Project, staff recommends approval of the attached Professional Services Agreement between the Town and IPT. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Professional Services Agreement between the Town of Firestone and New IPT, Inc., the Town of Firestone regarding St. Vrain Water Treatment Plant Project services is approved in substantially the same form as the Agreement attached hereto and made a part of this resolution and the Mayor is authorized to execute the Agreement on behalf of the Town. INTRODUCED, READ AND ADOPTED thisAeday of A4oy 2023. TOWN Q0 FIRESTONE, COLO O TOWN � SEAL o Drew Alan Peters , Mayor ATTES 0�,,,•0�,�� APPROVEI]" Kristt K. Bashor, CMC, Town Clerk William P. Hayashi, To Attorney AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES (the "Agreement") is made and entered into this fo- day of, 2023 (the "Effective Date"), by and between the TOWN OF FIRESTONE, a Colorado municipal coration with an address of 9950 Park Avenue, Firestone, Colorado 80504 (the "Town"), and New IPT, Inc., an independent Consultant with a principal place of business at 1707 Cole Blvd., Suite 200, Golden, CO 80401, a Delaware corporation ("Consultant") (each a "Party" and collectively the "Parties"). WHEREAS, the Town requires professional services; and WHEREAS, Consultant has held itself out to the Town as having the requisite expertise and experience to perform the required professional services. NOW, THEREFORE, for the consideration hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: I. SCOPE OF SERVICES A. Consultant shall furnish all labor and materials required for the complete and prompt execution and performance of all duties, obligations, and responsibilities which are described or reasonably implied from the Scope of Services set forth in Exhibit A, attached hereto and incorporated herein by this reference and known as: W2021-9543.01 Firestone Injection Well Support Services. B. A change in the Scope of Services shall not be effective unless authorized as an amendment to this Agreement. If Consultant proceeds without such written authorization, Consultant shall be deemed to have waived any claim for additional compensation, including a claim based on the theory of unjust enrichment, quantum merit or implied contract. Except as expressly provided herein, no agent, employee, or representative of the Town is authorized to modify any term of this Agreement, either directly or implied by a course of action. II. TERM AND TERMINATION A. This Agreement shall commence on the Effective Date and shall continue until Consultant completes the Scope of Services to the satisfaction of the Town, or until terminated as provided herein. B. Either Parry may terminate this Agreement upon 30 days advance written notice. The Town shall pay Consultant for all work previously authorized and completed prior to the date of termination. If, however, Consultant has substantially or materially breached this Agreement, the Town shall have any remedy or right of set-off available at law and equity. III. COMPENSATION In consideration for the completion of the Scope of Services by Consultant, the Town shall pay Consultant 79 786.75. This amount shall include all fees, costs and expenses incurred by Consultant, and no additional amounts shall be paid by the Town for such fees, costs and expenses. Consultant may submit periodic invoices, which shall be paid by the Town within 30 days of receipt. Page 1 of 9 FIRESTONE IV. PROFESSIONAL RESPONSIBILITY A. Consultant hereby warrants that it is qualified to assume the responsibilities and render the services described herein and has all requisite corporate authority and professional licenses in good standing, required by law. The work performed by Consultant shall be in accordance with generally accepted professional practices and the level of competency presently maintained by other practicing professional firms in the same or similar type of work in the applicable community. The work and services to be performed by Consultant hereunder shall be done in compliance with applicable laws, ordinances, rules and regulations. B. The Town's review, approval or acceptance of, or payment for any services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. C. Because the Town has hired Consultant for its professional expertise, Consultant agrees not to employ sub -Consultants to perform any work except as expressly set forth in the Scope of Services. V. OWNERSHIP Any materials, items, and work specified in the Scope of Services, and any and all related documentation and materials provided or developed by Consultant shall be exclusively owned by the Town. Consultant expressly acknowledges and agrees that all work performed under the Scope of Services constitutes a "work made for hire" To the extent, if at all, that it does not constitute a "work made for hire," Consultant hereby transfers, sells, and assigns to the Town all of its right, title, and interest in such work. The Town may, with respect to all or any portion of such work, use, publish, display, reproduce, distribute, destroy, alter, retouch, modify, adapt, translate, or change such work without providing notice to or receiving consent from Consultant. If the Town reuses or makes any modification to Consultant's designs, documents or work product without the prior written authorization of Consultant, the Town agrees, to the fullest extent permitted by law, to release the Consultant, its officers, directors, employees and sub -consultants from all claims and causes of action arising from such uses, and shall indemnify and hold them harmless from all costs and expenses, including the cost of defense, related to claims and causes of action to the extent such costs and expenses arise from the Town's modification or reuse of the documents. The Town expressly acknowledges and agrees that the documents and data to be provided by Consultant under the Agreement may contain certain design details, features and concepts from the Consultant's own practice detail library, which collectively may form portions of the design for the Project, but which separately, are, and shall remain, the sole and exclusive property of Consultant. Nothing herein shall be construed as a limitation on the Consultant's right to re -use such component design details, features and concepts on other projects, in other contexts or for other clients. VI. INDEPENDENT CONSULTANT Consultant is an independent Consultant. Notwithstanding any other provision of this Agreement, all personnel assigned by Consultant to perform work under the terms of this Agreement shall be, and remain at all times, employees or agents of Consultant for all purposes. Consultant shall make no representation that it is a Town employee for any purposes. Page 2of9 FIRESTONE VII. INSURANCE A. Consultant agrees to procure and maintain, at its own cost, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by Consultant pursuant to this Agreement. At a minimum, Consultant shall procure and maintain, and shall cause any sub - Consultant to procure and maintain, the insurance coverages listed below, with forms and insurers acceptable to the Town. Worker's Compensation insurance as required by law. 2. Commercial General Liability insurance with minimum combined single limits of $1,000,000 each occurrence and $2,000,000 general aggregate. The policy shall be applicable to all premises and operations, and shall include coverage for bodily injury, broad form property damage, personal injury (including coverage for contractual and employee acts), blanket contractual, products, and completed operations. The policy shall contain a severability of interests provision, and shall include the Town and the Town's officers, employees, and Consultants as additional insureds. No additional insured endorsement shall contain any exclusion for bodily injury or property damage arising from completed operations. 3. Professional liability insurance with minimum limits of $1,000,000 each claim and $2,000,000 general aggregate. E Such insurance shall be in addition to any other insurance requirements imposed by law. The coverages afforded under the policies shall not be canceled, terminated or materially changed without at least 30 days prior written notice to the Town. In the case of any claims -made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. Any insurance carried by the Town, its officers, its employees or its Consultants shall be excess and not contributory insurance to that provided by Consultant. Consultant shall be solely responsible for any deductible losses under any policy. C. Consultant shall provide to the Town a certificate of insurance as evidence that the required policies are in full force and effect. The certificate shall identify this Agreement. Vill. INDEMNIFICATION A. Consultant agrees to indemnify and hold harmless the Town and its officers, insurers, volunteers, representative, agents, employees, heirs and assigns from and against all claims, liability, damages, losses, expenses and demands, including attorney fees, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this Agreement if such injury, loss, or damage is caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, or other fault of Consultant, any sub -Consultant of Consultant, or any officer, employee, representative, or agent of Consultant, or which arise out of a worker's compensation claim of any employee of Consultant or of any employee of any sub -Consultant of Consultant. Consultant's liability under this indemnification provision shall be to the fullest extent of, but shall not exceed, that amount represented by the degree or percentage of negligence or fault attributable to Consultant, any sub -Consultant of Consultant, or any officer, employee, representative, or agent of Consultant or of any sub -Consultant of Consultant. Page 3 of 9 FIRESTONE B. If Consultant is providing architectural, engineering, surveying or other design services under this Agreement, the extent of Consultant's obligation to indemnify and hold harmless the Town may be determined only after Consultant's liability or fault has been determined by adjudication, alternative dispute resolution or otherwise resolved by mutual agreement between the Parties, as provided by C.R.S. § 13-50.5- 102(8)(c). IX. WORKERS WITHOUT AUTHORIZATION A. Certification. By entering into this Agreement, Consultant hereby certifies that, at the time of this certification, it does not knowingly employ or contract with a worker without authorization, as that term is defined in C.R.S. § 8-17.5-101(9), as amended, who will perform work under this Agreement and that Consultant will participate in either the E-Verify Program administered by the United States Department of Homeland Security and Social Security Administration or the Department Program administered by the Colorado Department of Labor and Employment to confirm the employment eligibility of all employees who are newly hired to perform work under this Agreement. B. Prohibited Acts. Consultant shall not knowingly employ or contract with a worker without authorization, as that term is defined in C.R.S. § 8-17.5-101(9), as amended, to perform work under this Agreement, or enter into a contract with a sub -Consultant that fails to certify to Consultant that the sub - Consultant shall not knowingly employ or contract with a worker without authorization, as that term is defined in C.R.S. § 8-17.5-101(9), as amended, to perform work under this Agreement. C. Verification 1. If Consultant has employees, Consultant has confirmed the employment eligibility of all employees who are newly hired to perform work under this Agreement through participation in either the E-Verify Program or the Department Program. 2. Consultant shall not use the E-Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. 3. If Consultant obtains actual knowledge that a sub -Consultant performing work under this Agreement knowingly employs or contracts with a worker without authorization, as that term is defined in C.R.S. § 8-17.5-101(9), as amended, who is performing work under this Agreement, Consultant shall: notify the sub -Consultant and the Town within 3 days that Consultant has actual knowledge that the sub -Consultant is employing or contracting with a worker without authorization, as that term is defined in C.R.S. § 8-17.5-101(9), as amended, who is performing work under this Agreement; and terminate the subcontract with the sub -Consultant if within 3 days of receiving the notice required pursuant to subsection 3 hereof, the sub -Consultant does not stop employing or contracting with the worker without authorization who is performing work under this Agreement; except that Consultant shall not terminate the subcontract if during such 3 days the sub -Consultant provides information to establish that the sub -Consultant has not knowingly employed or contracted with a worker without authorization, as that term is defined in C.R.S. § 8-17.5-101(9), as amended, who is performing work under this Agreement. Page 4 of 9 FIRESTONE D. Duty to Comply with Investigations. Consultant shall comply with any reasonable request by the Colorado Department of Labor and Employment made in the course of an investigation conducted pursuant to C.R.S. § 8-17.5-102(5)(a) to ensure that Consultant is complying with the terms of this Agreement. E. Affidavits. If Consultant does not have employees, Consultant shall sign the "No Employee Affidavit' attached hereto. If Consultant wishes to verify the lawful presence of newly hired employees who perform work under the Agreement via the Department Program, Consultant shall sign the "Department Program Affidavit" attached hereto. X. MISCELLANEOUS A. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Weld County, Colorado. B. No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by the Town shall not constitute a waiver of any of the other terms or obligation of this Agreement. C. Integration. This Agreement constitutes the entire agreement between the Parties, superseding all prior oral or written communications. D. Third Parties. There are no intended third -party beneficiaries to this Agreement. E. Notice. Any notice under this Agreement shall be in writing and shall be deemed sufficient when directly presented or sent pre -paid, first class United States Mail to the Party at the address set forth on the first page of this Agreement. F. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect. G. Modification. This Agreement may only be modified upon written agreement of the Parties. H. Assignment. Neither this Agreement nor any of the rights or obligations of the Parties shall be assigned by either Party without the written consent of the other. I. Governmental Immunity. The Town and its officers, attorneys and employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities or protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24- 10-101, et seq., as amended, or otherwise available to the Town and its officers, attorneys or employees. J. Rights and Remedies. The rights and remedies of the Town under this Agreement are in addition to any other rights and remedies provided by law. The expiration of this Agreement shall in no way limit the Town's legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively performed. Page 5 of 9 FIRESTONE K. Subiect to Annual Appropriation. Consistent with Article X, § 20 of the Colorado Constitution, any financial obligation of the Town not performed during the current fiscal year is subject to annual appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement, debt or liability beyond the current fiscal year. L. Representative Authority. Each person signing this Agreement represents and warrants that he or she is duly authorized and has the legal capacity to execute the Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. -M lira" wv�—Alg K#'M k K 'bQSkof(fown Clerk APPROVED SS TO FO 'AOlt:i' William P. Hayashi, o orney ATTEST: By: Print Name: I-HL-OA N/k1-wv ct TOWN OF FIR TONE, COLORADO Drew Peterson, M r CONSULTANT: New Inc. -] �.���LLL�@'M�M Title: i f )1 Page 6 of 9 FIRESTONE NO EMPLOYEE AFFIDAVIT To be completed only if Consultant has no employees t. Check and complete one: ❑ I, am a sole proprietor doing business as I do not currently employ any individuals. Should I employ any employees during the term of my Agreement with the Town of Firestone (the "Town"), I certify that I will comply with the lawful presence verification requirements outlined in that Agreement. OR ❑ I, am the sole owner/member/shareholder of a [specify type of entity — i.e., corporation, limited liability company], that does not currently employ any individuals. Should I employ any individuals during the term of my Agreement with the Town, I certify that I will comply with the lawful presence verification requirements outlined in that Agreement. 2. Check one. ❑ I am a United States citizen or legal permanent resident The Town most verify this statement by reviewing one of the following items: • A valid Colorado driver's license or a Colorado identification card; • A United States military card or a military dependent's identification card; • A United States Coast Guard Merchant Mariner card, • A Native American tribal document; • In the case of a resident of another state, the driver's license or state -issued identification card from the state of residence, if that state requires the applicant to prove lawful presence prior to the issuance of the identification card; or • Any other documents or combination of documents listed in the Town's 'Acceptable Documents for Lawful Presence Verification" chart that prove both Consultant's citizenship/lawful presence and identity. OR ❑ I am otherwise lawfully present in the United States pursuant to federal law. Consultant must verify this statement through the federal Systematic Alien Verification of Entitlement ("SAVE') program, and provide such verification to the Town. Signature Date Page 7 of 9 FIRESTONE DEPARTMENT PROGRAM AFFIDAVIT To be completed only if Consultant participates in the Department of Labor Lawful Presence Verification Program I, , as a public Consultant under contract with the Town of Firestone (the "Town"), hereby affirm that: 1. I have examined or will examine the legal work status of all employees who are newly hired for employment to perform work under this public contract for services ("Agreement') with the Town within 20 days after such hiring date; 2. 1 have retained or will retain file copies of all documents required by 8 U.S.C. § 1324a, which verify the employment eligibility and identity of newly hired employees who perform work under this Agreement; and 3. 1 have not and will not alter or falsify the identification documents for my newly hired employees who perform work under this Agreement. Signature STATE OFCOLORADO ) ss. COUNTY OF Date The foregoing instrument was subscribed, sworn to (or affirmed) before me this , 2023, by as My commission expires: (SEAL) Notary Public day of of Page 8 of 9 FIRESTONE EXHIBIT A SCOPE OF SERVICES During the term of this Agreement, Consultant shall perform the following duties: • Consultant shall prepare necessary reports and submittals to the USEPA for compliance with Town's permitted injection well, act as liaison between the Town and EPA regarding permit compliance, assist Town with development of contracts and perform contract administration for any well testing and improvements, monitor well performance and provide Town with recommendations for improvements or testing, assist Town and the St Wain Water Authority with operational issues related to the associated Injection Pump Station. 2023 Workorder Proposal Amount invoiced to date 9,786.75 Estimate for EPA tasks to complete in 2023 70,000.00 79,786.75 Tasks Invoiced Inv 9,786.75 Annual AOR additional well reviews & report AOR 2,000.00 Annual pressure fall off test POT 17,000.00 Field Inspection Attendance (once annually) FIA 3,000.00 Initial test plan to EPA for approval INT 4,000.00 Meeting with EPA MEET 500.00 Quarterly analysis of injectate QINJ 61000.00 Quaterly EPA reporting QREP 14,000,00 Review, of EPA submissions REV 3,000.00 Start up documentation of processess and procedures DOC 5,000.00 Submittal authorization document to the EPA SUB 1,000.00 Temperature log TL 6,500.00 Troubleshooting Phone Calls & Trip TS 8,000.00 79,786.75 Page 9 of 9 FIRESTONE Firestone SWD Injection Well 1 i I Now t r 124W 1 Injection Pump Station j Brine Tank U.1 , m , Mom_ Containment Area Iz O 12148 - ' Q — �' oU ' 1 Legend Parcels Highway County Boundary t i.1 iilH AVE Notes Water Treatment Plant 631p 6254 I 1:3,432 O u cat.n: .eider � i 572.1 — 0 286.04 572.1 Feet This map is a user generated static output from an Internet mapping site and is for I I reference only. Data layers that appear on this map may or may not be accuse WGS 1984_Web Mercator Auziliery_Sphere current, or otherwise reliisolc. C Weld County Colorado THIS MAP IS NOT TO BE USED FOR NAVIGATION