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HomeMy WebLinkAbout23-102 Approving Agreement Colorado Civil Group for Engineering Design Services Pertaining to Coal Ridge Ditch Lateral Preliminary Design 09-27-2023RESOLUTION NO. 23-102 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING AN AGREEMENT BETWEEN THE TOWN OF FIRESTONE AND COLORADO (.71VIL GROUP INC FOR ENGINEERING"DESIGN SERVICES PLWFAINING TO THE COAL RIDGE DITCH LATERAL PRELIMINARY DESIGN PROJECT WHEREAS, the Town of Firestone ('*J'own**) is in need of profiessional engineering design services for the Coal Ridge Ditch 1,ateral Preliminary Design Project ("Project -).and WIIEREAS, Staff recornmends that Colorado Civil (iroup Inc. (*'CCG") be selected to provide the Prciject services as a sole provider because given their expertise, qualificat ions, experience and knowledge of the Towns operations it is in the best interest of the Town to hi,.,,e CCG perform the Project. NOW, TIJEREFORE, BE IT RESOLVED BY TIIE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The professional Services Agreement including Exhibit A for tllngineering Design Serv, ices pertaining To The C(,ml Ridge Ditch, 1,ateral preliminary Design Poijiect between theTown of' Firestone and Colorado Civil Group, Inc.is approved in substantially the sane ter as the copy attached hereto and made a part of this Resolution, and the kla,or is authorized to execute the Agreement on behalf of the Town. PASSED AND ADOPTED this 27th day of September, 2023. /7 Drew, Alan Peterson. Mayor Al"TEST: WHEREAS, the Town requires professional services; and WHEREAS, Contractor has field 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: 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 cairn 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 terra of this Agreement either directly or implied by a coarse of action, It. TERM AND TERMINATION K This Agreement shall commence on the Effective Gate and shall continue until Contractor completes the Scope of Services to the satisfaction of the Town, or until terminated as prodded herein. Either Warty may terminate this Agreement upon gu 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 small have any remedy or right of set-off available at law and equity, 11L COMPENSATION In consideration for the completion of the Scope of Cervices by Contractor, the Town shall day Contractor , 00.gu; 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. M 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, 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 at, 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, 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, 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, I 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 additionai 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, IMMEMIMME= A, Consultant agrees to indemnify and hold harmless the To 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, rnistake, 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, Consultants 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 on Consultant, or any officer, employee, representative, or agent of Consultant or of any Sub -Consultant of Consultant. B, If Consultant is providing architectural, engineering, surveying or other design services under this Agreement, the extent of Consultanfs obligation to indemnity 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 Patties, as provided by CRS, § 13-50,5- 102(8)(c). KIMMELTUO 1*4 ACertification, 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 CRS, § 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. § 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 CRS, § 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 riot 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, IM Dbut to Corn lnvesti ations. Consultant shall comply with any reasonable request by the Colorado Depa0ment of Labor and Employment made in the course of an investigation conducted pursuant to C.P.S. § 8-17.5-102(5)(a) to ensure that Consultant is complying with the terms of this Agreement. A. A Change Order is a written instrument issued after execution of the Agreement signed by Town and Contractor, stating their Agreement, as applicable, upon all of the folloWng, a, The scope of the change in the Work; b, The amount of the adjustment to the Contract Price-, and c. The extent of the adjustment to the Contract Thnes(s), B, All changes in the Work authorized by applicable Change Order shall be performed under the applicable conditions of the Contract Documents, Town and Contractor shall negotiate in good faith and as expeditiously as possible the appropriate adjustment such changes, XL MISCELLANEOUS A. GovernM*g Law and Ven , This Agreement shall be governed by the laws of the State of _LgAj2g_ygn!Le Colorado, and any legal action concerning the provisions hereof shall be brought in Weld County, Colorado, BNo 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. 121egration, 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 Severabilitv, 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, 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, L 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 lmmunity Act, CRS. § 24- 10-101, et seq, as amended, or otherwise available to the Town and its officers, attorneys or employees. Page 5 of 7 FIRESTONE J, Riqhts 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 peritod in which such remedies may be asserted, for work negligently or defectively performed. K 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 duty authorized and has the legal capacity to execute the Agreement, IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date, TOWN OF FIREST9E, COLORADO Drew Allen Peterson, Mayor ATTEST:" COLORADO CIVIL GROUP, INC. By� David Lindsay, President ATTEST: Chris Messersmith, VP Contractors Duties M EXHIBIT A During the term of this Agreement, Contractor shall perform the following duties, as directed by the Contractor shall meet with the Coal Ridge Ditch Company to evaluate existing check and diversion structures in the vicinity of the Town's desired location for a new diversion, * The location assessment shall include property research and boundaries, existing physical improvements at the locations, and existing utilities at the locations, * Contractor shall research and select appropriate check, diversion and, metering, devices for the preferred location and shall prepare preliminary layout and dimensions of the proposed structures and associated improvements. Contractor shall evaluate diversion pipeline alternatives to get water from the ditch to Reservoir 1, 2, and 3, The alignment assessment shall include property research and boundaries, existing physical improvements along the routes, and existing utilities along the routes/ Contractor's Deliverables In performance of the duties described above, Contractor shall deliver the following items to the Town, during the firriefrarnes established by the Town: Preliminary Engineering design drawings, not for construction, showing the preferred location of the diversion and pipeline alignment, M fflam�� Client, Town of Firestone Date, 8/212023 Project Number: Project Narne- Contract Aniount 42,144A8 Contract Type-Lt,jmjp Sum Fee Project ManagerCAL 10 Consultants Amount Reltribursables or Non) Amount $ 7,598,,00 Reproduction $ .§ Potho,fin2_-_____— M Survey Supplies $ Geotech - CMT Postage/Shipping JAIMily Locator 3,940,00 Mdeage $ 174,00 Title Eo—mmftrneT-- Travel Electrical & Structuraf E Meals/Entenwnrnent SCADA Pes ier Miscelianeous —fo—iaicCrnsuftants $ .11,538,00 Total Reimbursables $ 174,00 Labor 27,840,00 %) Consultants (+5 _$I 2,t 4 2�O Reimbufsables (+5%) $ 18270 Margin (+5%) ToW 42,144 48