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HomeMy WebLinkAbout103701 THE NORTH POUDRE IRRIGATION COMPANY - CONTRACT - AGREEMENT MISC - NORTH POUDRE IRRIGATION COMPANY (2)SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, hereinafter referred to as the "City" and NORTH POUDRE IRRIGATION COMPANY, hereinafter referred to as "NPIC". W ITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. NPIC agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of one (1) page, and incorporated herein by this reference. 2. Contract Period. This Agreement shall commence upon the date of execution shown on the signature page of this Agreement and shall continue in full force and effect for one (1) year (the "annual term"), unless sooner terminated as herein provided. In addition, the Agreement shall automatically be extended for four (4) additional periods of one (1) year at the rates provided, or such other rate as the parties may have agreed upon in writing, unless either party provides written notice of termination mailed no later than forty-five (45) days prior to contract end. The parties acknowledge that it is their expectation that the arrangement set forth herein will be continued, whether by extension or replacement of this Agreement, until such time as the enlargement of Halligan Reservoir is completed by the City. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the party prevented from performing must provide written notice to the other of such condition within fifteen (15) days from the onset of such condition. 4. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to NPIC. Such notice shall be delivered at least sixty (60) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: City: Water Resources & Treatment Manager Fort Collins Utilities P.O. Box 580 700 Wood Street Fort Collins, CO 80522 Service Provider: Manager North Poudre Irrigation Company P.O. Box 100 3729 Cleveland Avenue Wellington, CO 80549 In the event of early termination by the City, NPIC shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of NPIC's obligations under this Agreement. Such payment shall be NPIC's sole right and remedy for such termination. 5. Contract Payments. In exchange for the services provided hereunder, the City shall pay NPIC for the performance of this Contract, subject to additions and deletions provided herein, the sum of One Thousand Dollars ($1,000.00). Said payment of the contract amount shall be made within forty-five (45) days of the beginning of each annual term of the Agreement. In the event that NPIC observes or identifies major maintenance or E repairs needed that are beyond the scope of the work hereunder, NPIC shall notify the City of the same, and amendments to this Agreement to provide for such additional work and related costs may be negotiated by the parties hereto at that time. 6. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this Agreement. All requests concerning this Agreement shall be directed to the City Representative. 7. Independent Service Provider. The services to be performed by Service Provider are those of an independent service provider. 8. Assignment. This Agreement shall not be assignable to either party without the prior written consent of the other party. 9. Warranty. (a) Service Provider warrants that all work performed hereunder shall be performed with the same degree of competence and care in accordance with accepted standards for work of a similar nature by a ditch and reservoir company. (b) Unless otherwise provided in this Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be reasonably acceptable to City. (c) Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City-fumished materials, equipment and labor, against defects and non -conformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors. Upon receipt of written notice from City 42 of any such defect or non -conformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time reasonably acceptable to City. 10. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this Agreement, such party may be declared in default thereof. 11. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of thirty (30) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail itself of any other remedy at law or equity. If the non -defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non -defaulting party for the non -defaulting parry's reasonable attorney fees and costs incurred because of the default, unless cure is delayed due to weather, time of season or other unforeseeable event not within the control of the defaulting party. 12. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 13. Indemnity/Insurance. (a) NPIC agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or 4 asserted for injuries to or death of any person or persons, or damages to property arising out of, resulting from or occurring in connection with the negligent performance of or failure to perform any service hereunder. (b) NPIC shall take all reasonably necessary precautions in performing the work hereunder to prevent injury to persons and property. (c) Without limiting any of NPIC's obligations hereunder, NPIC shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit "B", consisting of one (1) page, attached hereto and incorporated herein by this reference. NPIC, before commencing services hereunder, shall deliver to the City's Director of Purchasing and Risk Management, 256 West Mountain Avenue, Fort Collins, Colorado 8 0521 one copy of the certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 14. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 15. Law/Severability. The laws of the State of Colorado shall govern the construction, interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any Court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement 5 Dated as of this Vt day of April, 2004 ATTEST: City Clerk APPROVED AS TO FORM: Assistant City Attorney THE CITY OF FORT COLLINS, COLORADO Purchasing and Risk Management NORTH POUDRE IRRIGATION COMPANY Gary Simp n" Board of 7rectors Presid t Date: Z7 4 19 "Exhibit A" 1. NPIC will continue to operate and maintain Halligan Reservoir and associated property in a manner consistent with NPIC's past operation of the Reservoir and the standards applied by the State of Colorado Dam •` Safety Inspector, pursuant to the Agreement, for the City, having conveyed to the City title to the Halligan Reservoir property. This will include the operation and maintenance of access road, reservoir controls, structures, and all improvements associated with Halligan Reservoir. 2. NPIC will administer and manage deliveries, daily adjustments, and management onhe waters owned by NPIC and stored in the Reservoir. 3. NPIC will keep a detailed accounting of all operating and maintenance activities and associated costs relating to the Reservoir. This information will be delivered to the City in the form of an annual report due January 31st of the following year. 4. NPIC will notify the City of any inspections to be conducted on the Reservoir by the State of Colorado Dam Safety Inspector for the purpose of participating in those inspections. 5. NPIC will consult with the City in advance regarding the need for any subcontracts or third -party agreements concerning Reservoir operation or maintenance. 6. NPIC will monitor Reservoir conditions and promptly advise the City of any observed conditions reasonably likely to necessitate major maintenance or repairs. In the event NPIC observes conditions that may pose an imminent danger or risk to persons or property, NPIC will immediately advise the City, and, as necessary to prevent injury or serious damage, those persons at risk as a result of said conditions. "Exhibit B" INSURANCE REQUIREMENTS The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: "The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins." In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $500,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed underthis Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance.