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HomeMy WebLinkAbout20-95 Agmt Centennial Archaeology LLC Class III Inventory Injection Well Pad 10-14-2020RESOLUTION N0.20-95 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING AN AGREEMENT BETWEEN THE TOWN OF FIRESTONE AND CENTENNIAL ARCHAEOLOGY LLC FOR A CLASS III PEDESTRIAN AND CULTURAL INVENTORY OF THE TOWN OF FIRESTONE'S INJECTION WELL PAD AND ASSOCIATED FACILITIES SITE WHEREAS, in accordance with the Environmeirtal Protection Agency ("EPA"), the property encompassing the Town of Firestone Underground Injection Well site is within a 658.6 acre Area of Review ("Area"), which in accordance with the Colorado State Historic Preservation Officer ("CSHPO") requires a cultural resources inventory; and WHEREAS, Centennial Archaeology, on behalf of the Town of Firestone ("Town") completed a Class I analysis of the majority of the Area in 2019; and WHEREAS, as approximately 270 acres of the Area is undisturbed, the Town in accordance with CSHPO's requirements, must conduct a Class III pedestrian and cultural resource inventory of such locations; and WHEREAS, Centennial Archaeology, having performed the Class I analysis, is uniquely qualified and well positioned to perform the Class III pedestrian and cultural inventory as a sole source provider. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, The Agreement between the Town of Firestone and Centennial Archaeology LLC for a Class III Pedestrian and Cultural Inventory of the Town of Firestone's Injection Well Pad and associated Facilities site is approved in substantially the same form as the copy 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 this 14th day of October, 2020. ATTEST: OF FIRES�'ONE, COLORADO Sind�l�ir, Mayor Koenig, CM AS TO Clerk Hayashi, Town Attorney AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEIVIE1 T FOR PROFESSIONAL SERVICES (the "Agreement") is made and entered into this day of OC16k Lr202O (the "Effective Date"), by and between the TOWN OF FIRESTONE, a Colorado municipal corporation with an address of 151 Grant Avenue, P.O. Box 100, Firestone, Colorado 80520 (the "Town"), and CENTENNIAL ARCHAEOLOGY, LLC, an independent contractor with a principal place of business at 300 E. Boardwalk, 4-C, Fort Collins, Colorado 80525 ("Contractor") (each a "Party" and collectively the "Parties"). WHEREAS, the Town requires professional services; and WHEREAS, Contractor 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. Contractor 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: St Vrain WTP Injection Well (W2020-9526). B. A change in the Scope of Services shall not be effective unless authorized as an amendment to this Agreement. If Contractor proceeds without such written authorization, Contractor 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 Contractor completes the Scope of Services to the satisfaction of the Town, or until terminated as provided herein. Be Either Party may terminate this Agreement upon 30 days advance written notice. The Town shall pay Contractor for all work previously authorized and completed prior to the date of termination. If, however, Contractor 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 Contractor, the Town shall pay Contractor $26,325.00. This amount shall include all fees, costs and expenses incurred by Contractor, and no additional amounts shall be paid by the Town for such fees, costs and expenses. Contractor may submit periodic invoices, which shall be paid by the Town within 30 days of receipt. _Page 1 of 9 i f IRESTONE IV. PROFESSIONAL RESPONSIBILITY A. Contractor 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 Contractor 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 Contractor 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 Contractor for its professional expertise, Contractor agrees not to employ subcontractors 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 Contractor shall be exclusively owned by the Town. Contractor 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," Contractor 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 Contractor. To the extent such work identifies prehistoric native American sites the Town shall in accordance with the State Historic Preservation Officer's regulations deem such information confidential and not subject to disclosure under the Colorado Open Records Act (C.R.S, 24-72-200.1 et seq.) 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. /in INDEPENDENT CONTRACTOR Contractor is an independent contractor. Notwithstanding any other provision of this Agreement, all personnel assigned by Contractor to perform work under the terms of this Agreement shall be, and remain at all times, employees or agents of Contractor for all purposes. Contractor shall make no representation that it is a Town employee for any purposes. VII. INSURANCE A. Contractor 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 Contractor pursuant to this Agreement. At a minimum, Contractor shall procure and maintain, and shall cause any subcontractor to procure and maintain, the insurance coverages listed below, with forms and insurers acceptable to the Town. 1. 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 contractors 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. B. 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 contractors shall be excess and not contributory insurance to that provided by Contractor. Contractor shall be solely responsible for any deductible losses under any policy. C. Contractor 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. Ills INDEMNIFICATION A. Contractor 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 Contractor, any subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor, or which arise out of a worker's compensation claim of any employee of Contractor or of any employee of any subcontractor of Contractor. Contractor'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 Contractor, any subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor or of any subcontractor of Contractor. B. If Contractor is providing architectural, engineering, surveying or other design services under this Agreement, the extent of Contractor's obligation to indemnify and hold harmless the Town may be determined only after Contractor'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. ILLEGAL ALIENS A. Certification. By entering into this Agreement, Contractor hereby certifies that, at the time of this certification, it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement and that Contractor 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. Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement, or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. C. Verification. 1. If Contractor has employees, Contractor 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. Contractor 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 Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien who is performing work under this Agreement, Contractor shall: notify the subcontractor and the Town within 3 days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien who is performing work under this Agreement; and terminate the subcontract with the subcontractor if within 3 days of receiving the notice required pursuant to subsection 1 hereof, the subcontractor does not stop employing or contracting with the illegal alien who is performing work under this Agreement; except that Contractor shall not terminate the subcontract if during such 3 days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien who is performing work under this Agreement. D. Duty to Comply with Investigations. Contractor 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 Contractor is complying with the terms of this Agreement. E. Affidavits. If Contractor does not have employees, Contractor shall sign the No Employee Affidavit" attached hereto. If Contractor wishes to verify the lawful presence of newly hired employees who perform work under the Agreement via the Department Program, Contractor 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. K. Subject 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 ihis Agreement as of the Effective Date. so k�R aN T N OF FIRESTONE, COLORADO TOWN Van fI m I �, o o`t, °q° Bobbi Sindelar, Mayor ATTEST; f o�NrY, . c0�, Je si Koenig, Town Clerk APP 0 AS TO FORM: n William . yashi, Town Attorney CENTE NIAL RCHAEOLOGY, LLC By: Christopher C. Kinneer, Vice President Page 6 of 9 FIRESTONE NO EMPLOYEE AFFIDAVIT To be completed only if Contractor has no employees �. 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. ❑ 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 must 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 Contractor's citizenship/lawful presence and identity. OR ❑ I am otherwise lawfully present in the United States pursuant to federal law. Contractor must verify this statement through the federal Systematic Alien Verification of Entitlement program, and provide such verification to the Town. Signature Date Page 7 of 9 FIRESTONE To be completed only if Contractor participates in the Department of Labor Lawful Presence Vercation Program I, , as a public contractor 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. I 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. I have not and will not alter or falsify the identification documents for my newly hired employees who perform work under this Agreement. Signature STATE OF COLORADO ) COUNTY OF The foregoing instrument 2020, by My commission expires: (SEAL) Date ss. was subscribed, sworn to (or affirmed) before me this as Notary Public Page 8 of 9 FIRESTONE Contractor's Duties Town: SCOPE OF SERVICES During the term of this Agreement, Contractor shall perform the following duties, as directed by the • See attached Scope of Work and Assumptions provided by Centennial Archaeology, LLC 300 E. BOARDWALK. 4-C. FORTCOLLINS, CO80525 � PHONE 1-970-225-6575 � FAX 1-970-225-6577 (WWW.CENTENNIALAItCHAEOLOGY.COM CLASS III INVENTORY OF AN INJECTION WELL PAD AND ASSOCIATED FACILITIES FOR THE TOWN OF FIRESTONE IN WELD COUNTY, COLORADO Submitted to the Town of Firestone —Public Works Director September 18, 2020 Scope of Work and Assumptions • The Town of Firestone is developing infrastructure to fill and discharge from a gravel pit lake that has already been constructed. Among the various facilities is an injection well. To meet the permitting requirements of the Environmental Protection Agency (EPA), an area surrounding the project components was previously identified as the Area of Review. • The EPA Area of Review is a single parcel encompasses 658.6 acres. However much of this area has been completely disturbed by gravel pits, the construction of reservoirs and roads, and housing developments. All of the remaining areas exhibit lesser disturbance related agriculture. • Following correspondence with the Colorado State Historic Preservation Office (SHPO) the EPA Area of Review was accepted as the formal Area of Potential Effect (APE) by the SHPO. Therefore the tern APE will be used going forward to indicate the area where cultural resource inventories are required. • Centennial Archaeology LLC (Centennial) completed a full Class I analysis the vast majority of the APE in 2019, however, a small portion of the current APE along the southeast boundary was not included in the 2019 Class I analysis. That investigation identified one previously documented site (5WL1408), a historic ranch/farmstead and numerous undocumented ditches, trails. • Centennial Archaeology LLC (Centennial) proposes to conduct a Class III pedestrian inventory and cultural resource documentation within the 658.6-acre APE. • As previously mentioned, much of the APE is completely disturbed and pedestrian inventory will not be completed within these areas. Using aerial imagery to determine areas of 100% disturbance, allows for an approximate calculation of 270 acres where pedestrian survey will be accomplished. • And updated Class I (literature review) analysis of the APE will be completed to determine if there are changes in the records since the previous Class, and to investigate the areas that lie outside the 2019 Class I boundary. • Class III pedestrian inventory in Colorado requires transect spacing of no more than 15 meters. Therefore, the study area will be inventoried with sweeping transects throughout entire lot at 15 in intervals. • All resources (archaeological and historical) that are over 50 years in age will be documented on appropriate Site Forms and that a cultural resources technical report appropriate to the type of resources found will be prepared. • A total of six (6) known cultural resources will require documentation. These include site 5WL1407, segments of the Rural and Last Chance ditches, other unnamed ditches, and Weld County Roads 13 and 26. • Upon completion of the Class I and III inventories, a Cultural Resources Technical Report and full suite of Colorado Cultural Resource Inventory Forms (Site Forms) will be produced. • It is assumed that the Class III inventory will take no more than five (5) days for two archaeologists to complete. The estimated duration of field inventory includes all travel time to and from the APE as well as cultural resource documentation. • It is assumed that a cultural resources technical report and any associated cultural resource forms will take no more than ten (10) days for the project director and support staff to complete. • The estimates for field work and reporting days required to complete this study are based on documentation of the six known resources and up to 5 isolated finds. If additional cultural resources are encountered more field and reporting time may be necessary. In that event a change order may be required to increase the budget to cover the additional work effort. • It is assumed that GIS shapefiles of the APE as well as the relevant proposed facilities will be provided to Centennial prior to initiating work. • If shovel test excavation is required to make NRHP eligibility assessments, that work will be negotiated separately. • No artifacts will be collected. All artifacts will be fully documented in the field and left in place. • It is assumed that the ground will be clear and free of snow at the time of the survey. Snow cover is considered to be force majeure and may result in delays to the proposed schedule. • It is assumed that there will be no barriers to access, physical or legal, and that all access will be arranged prior to conducting field work. • The total estimated cost for this project is $26,325.00. A cost breakdown by task is provided below . Estimated Costs Centennial works on a time and materials basis. If costs to complete the project are lower than estimated, only the actual hours required to complete the work will be invoiced. Task 1 - Class I Literature and Database Search Position No. of Hours I ate per Hour Subtotal Principal Investiator 1 $95.00 $95.00 Project Director 4 @ $85.00 $340600 GIS Specialist 2 @ $75.00 $150.00 Historian 4 @ $70.00 $280.00 Labor Subtotal $865.00 (Continued below) Other Direct Costs ODC File Search Costs Days Rate Per Day Subtotal File Search / Site Form Request At Cost @ Estimate $20.00 ODC Subtotal $20.00 Task 2 - Class III Field entory Position No. of Hours Rate per Hour Subtotal Principal Investiator 4 $95.00 $380.00 Project Director 50 $85.00 $45250000 GIS Specialist 16 $75.00 $1,200.00 Historian 8 @ $70.00 $560.00 Field Technician II 50 $48.00 $23400.00 Labor Subtotal $85790.00 Other Direct Costs ODC Vehicle Cost Days Rate Per Day Subtotal Vehicle Cost 6 $150.00 $900000 Miscellaneous Days Rate Per Day Subtotal GPS/Survey Equipment (per unit) 5 $50.00 $250000 ObC Subtotal $1,150.00 Task 3 - Report and Form Preparation Position No. of Hours Rate per Hour Subtotal Principal Investiator 4 @ $95.00 $380000 Project Director 80 @$85.00 $600.00 Technical Editor 4 $75.00 $300.00 GIS Specialist 32 $75.00 $2,400.00 Historian 24 @ $70.00 $15680000 Laboratory/Report Technician II 80 @ $48.00 $35840.00 Labor Subtotal $159400.00 Other Direct Costs ODC Miscellaneous Curation Fees $0.00 Report and Site Form Printing $100600 ODC Subtotal $100000 TOTAL COST $26,325.00