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HomeMy WebLinkAbout10414RESOLUTION NO. 10414 A RESOLUTION APPROVING A DELEGATION AGREEMENT BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, AND THE BESSEMER HISTORICAL SOCIETY, A COLORADO NONPROFIT CORPORATION, REGARDING COMMITMENT OF FUNDS FOR UPGRADES AND NEW UTILITY SERVICE CONNECTIONS AT THE BESSEMER HISTORICAL SOCIETY'S FACILITIES, AND AUTHORIZING THE PRESIDENT OF CITY COUNCIL TO EXECUTE SAME BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. A delegation agreement between the City of Pueblo, a Municipal Corporation, and the Bessemer Historical Society, a Colorado Nonprofit Corporation, a copy of which is attached and incorporated herein and having been approved as to form by the City Attorney, is hereby approved. SECTION 2. The President of the City Council is hereby authorized to execute said agreement on behalf of the City of Pueblo, a Municipal Corporation, and the City Clerk shall affix the Seal of the City thereto and attest same. INTRODUCED June 13, 2005 BY Michael Occhiato Councilperson APPROVED: PRES1DENT 9F CITY C IL ATTESTED BY: CITY CLERK a4o. # /6) I UKE kAM L Background Paper for Proposed Resolution AGENDA ITEM # DATE: June 13, 2005 DEPARTMENT: COMMUNITY DEVELOPMENT /JIM MUNCH PLANNING DEPARTMENTMIM MUNCH TITLE A RESOLUTION APPROVING A DELEGATION AGREEMENT BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, AND THE BESSEMER HISTORICAL SOCIETY, A COLORADO NONPROFIT CORPORATION, REGARDING COMMITMENT OF FUNDS FOR UPGRADES AND NEW UTILITY SERVICE CONNECTIONS AT THE BESSEMER HISTORICAL SOCIETY'S FACILITIES, AND AUTHORIZING THE PRESIDENT OF CITY COUNCIL TO EXECUTE SAME FM Should the City of Pueblo enter into a delegation agreement with the Bessemer Historical Society whereby the City will provide $500,000 in EIAF funds from account PLO504 in accordance with plans and specifications approved by the City? k The City has received $500,000 in funds from EIAF Project #4813 for providing new utility service to the Bessemer Historical Society's facilities at the former CF81 headquarters buildings, as well as for bringing some of the mechanical, electrical, and plumbing systems into compliance in accordance with the plans approved by the City. This Resolution provides the necessary agreement for transfer of funds from the City to the Bessemer Historical Society to accomplish said project. FINANCIAL IMPACT There will be no financial impact to the City other than in -kind services provided by the Planning and Finance Departments for the administration of the budget and delegation agreement. DELEGATION AGREEMENT FOR EIAF #4813 — UTILITIES SERVICE CONNECTIONS FOR THE BESSEMER HISTORICAL SOCIETY THIS AGREEMENT ( "Agreement") is made and entered into as of April 11, 2005, by and between the City of Pueblo, hereinafter referred to as "the CITY" and the Bessemer Historical Society, a Colorado Non - profit Corporation, hereinafter referred to as "BHS ". WITNESSETH THAT: WHEREAS, the CITY has entered into Contract EIAF #4813 — Pueblo - Bessemer Utilities with the State of Colorado for the use and benefit of the Department of Local Affairs which is attached hereto as Exhibit "A" and incorporated herein ( "DOLA Contract"); and WHEREAS, BHS has the authority, capacity, and ability to undertake the utility improvement projects described in the DOLA contract; and WHEREAS, the CITY desires to contract with BHS to provide services, activities, and project execution required of the CITY under the DOLA contract agreement through BHS; NOW, THEREFORE, in consideration of the foregoing recitals and the terms and conditions set forth herein, the parties hereto do mutually agree as follows: 1. WORK TASKS: RESPONSIBILITIES OF BHS (a) BHS agrees to satisfactorily perform and complete, using its own employees or consultants or contractors, the planning services and items of work, and furnish all labor and materials encompassed within or reasonably necessary to accomplish the tasks and functions described in the Scope of Services attached to the DOLA contract ( "Scope of Services ") in full compliance with all provisions of this Agreement and the DOLA Contract. (b) BHS represents that it: (i) has the requisite authority and capacity to perform the services and work contemplated in the Scope of Services; (ii) that it is a Colorado nonprofit corporation authorized to do business and in good standing under the laws of Colorado; and (iii) that it is fully aware of and understands its duty to perform all functions and services in accordance with the regulatory requirements set forth in the DOLA Contract. 1 2. S PONSIBILMES OF T The CITY shall designate a representative who will be authorized to make all necessary decisions required of the CITY on behalf of the CITY in connection with the performance of this Agreement and the disbursement of funds in connecxion with the program. In the absence of such a designation, the Assistant City Manager for Community Development shall be deemed the CHY's authorized representative. 3. BHS'S COMPENSATION AND METHOD OF PAYMENT (a) The CITY will pay to BHS an amount up to that specified in subparagraph (c) of this paragraph as full compensation for all services and work to be performed or undertaken by BHS under this Agreement, which is within the Scope of Services. Payment of funds to BHS is subject to the following requirements, which shall be conditions precedent to payment: (i) that BHS has expended staff time for eligible activities or has obligated or expended funds for eligible approved expenditures, (ii) that BHS is not in default of any material provisions of this Agreement nor applicable law or regulation, (iii) that BHS has submitted requests for payment or reimbursement detailing the eligible payment or reimbursement items, (iv) that, if required by the terms or conditions of the DOLA contract, BHS has certified with each payment or reimbursement request compliance with the requirements identified in the DOLA Contract and that all staff time and obligations or expenditures for which payment is sought were made for and in furtherance of an approved project or work and are an eligible use of assistance under the law and regulations applicable to such assistance, and (v) that the CITY has timely received from the Colorado Department of Local Affairs and City matching funds sufficient funds to make the payment or reimbursement hereunder. (b) Payment hereunder is also subject to and may only be disbursed in accordance with applicable regulations including but not limited to those contained in the DOLA Contract, all other terns of this Agreement, and any special provisions in the Scope of Services. (c) The CITY shall pay to BHS for services covered by the Scope of Services a sum not to exceed the amounts identified in the budgets and/or rates set forth in the Scope of Services. TERM OF AGREEMENT. The term of this Agreement shall be from April 11, 2005 to November 30, 2007 unless sooner terminated as herein provided. 2 5. TERMI NATION OF AGREEMEN (a) For Cause. This Agreement may be terminated by the CITY for cause, including any nonperformance by BHS, upon thirty (30) days written notice to BHS including a statement of the reasons therefore. Cause for termination shall mean any material failure by BHS to comply with any term of this Agreement. (b) Other Termination. This Agreement shall automatically terminate at the and of its term as well as in the event of any suspension, reduction or non - receipt of the financial assistance or grant funds by the CITY under the DOLA Contract. (c) Post Termination Procedures. In the event of termination, BHS shall cease further work. Unless termination is for cause, BHS shall be entitled to receive just and equitable compensation for satisfactory work performed through the date of termination for which compensation has not previously been paid nor reimbursement made. 6. ASSIGNABILI This Agreement shall not be assigned or transferred by either party without the prior written consent of the other party. Any assignment or attempted assignment made in violation of this provision shall, at the non - assigning party's election, be deemed void and of no effect whatsoever. 7. CONFLICT OF INTEREST. BHS certifies that no members of its Board of Directors, officers or employees has or will derive any personal or financial interest or benefit from the activity or activities assisted pursuant to this Agreement, nor has an interest in any contract, subcontract or agreement with respect thereto, nor the proceeds thereunder, either for themselves or for those with whom they have family or business ties, during their tenure and for one year thereafter. 8. BHS RECORDS. BHS shall maintain records as to services provided, reimbursable expenses incurred in performing the Scope of Services, and complete accounting records. Accounting records shall be kept on a generally recognized accounting basis and as requested by the CITY's Director of Finance and acceptable to DOLA. BHS agrees to comply with all applicable uniform administrative requirements described or referenced in applicable state or federal regulations, including those set forth in the DOLA Contract which is made a part of this Agreement. The CITY, the State, through the Executive Director of the Department, the State Auditor, and any of their authorized representatives, shall have the right to inspect and copy, during reasonable business hours, all books, el documents, papers, electronic media, and records of BHS which relate to this Agreement and Scope of Services for the purpose of making an audit or examination. Upon completion of the Scope of Services and end of the term of this Agreement, the CITY may require that a copy of all of BHS's financial records relating to this Agreement and Scope of Services be turned over to the CITY. 9. MONIT ORING AND EVALUATION. The CITY shall have the right to monitor and evaluate the progress and perfomwnce of BHS to assure that the terms of this Agreement and DOLA Contract are being satisfactorily fulfilled in accordance with DOLA's, the CITY's and other applicable monitoring and evaluation criteria and standards. The CITY may quarterly review BHS's performance using on -site visits, progress reports required to be submitted by BHS, audit findings, disbursement transactions and contact with BHS as necessary. If requested, the BHS shall furnish to the CITY periodic but not less frequently than quarterly program and financial reports of its activities in such form and manner as may be requested by the CITY. BHS shall fully cooperate with the CITY and DOLA relating to such monitoring and evaluation. 10. BHS FILES AND INFORMATION REPORTS. BHS shall maintain records and files, including electronic media, containing information which shall dearly document all activities performed in conjunction with this Agreement and Scope of Services, including, but not limited to, financial transactions, conformance with assurances, and activity reports. These records shall be retained by BHS for a period of three years after the completion of the Scope of Services. 11. INDEPENDENCE OF BHS. Nothing herein contained nor the relationship of BHS to the CITY, which relationship is expressly declared to be that of an independent contractor, shall make or be construed to make BHS or any of BHS's agents or employees the agents or employees of the CITY. BHS shall be solely and entirely responsible for its acts and the acts of its agents, employees and subcontractors. 12. LIABILITY; INSURANCE. As to the CITY, BHS agrees to assume the risk of all personal injury, including death and bodily injury, and damage to and destruction of property, including the loss of use therefrom, caused by or sustained, in whole or in part, in conjunction with or arising out of the performance or nonperformance of this Agreement and Scope of Services by BHS or by the conditions created thereby; provided, however, that nothing in this paragraph is intended, nor should it be 4 construed, to create or extend any right, claims or benefits or assume any liability for or on behalf of any third party, or to waive any immunities or limitations otherwise conferred under or by virtue of federal or state law, including but not limited to the Colorado Governmental Immunity Act, C.R.S. 24-10 -101, et. sea. BHS shall provide and maintain commercial general liability insurance in amounts not less than $600,000 per occurrence, and Workers' Compensation insurance coverage or self-insurance on its employees complying with the requirements of State law. 13. SPECIAL REQUIREMENTS APPLICABLE TO IMPROVEMENTS TO PROPERTY. (a) No improvements shall be undertaken to real property with funds (or reimbursement) provided hereunder unless and until: (i) plans and specifications therefore have been prepared by either a registered Professional Engineer in good standing and duly licensed to practice in the State of Colorado or an Architect duly licensed and authorized to conduct a practice of architecture in the State of Colorado; and (ii) all construction contracts for improvements for which payment is sought from the CITY shall have been awarded only after an open, competitive bidding process which allows qualified contractors to reasonably participate. (b) When this Paragraph 13 is applicable, no disbursement of funds to BHS shall be made by the CITY hereunder unless and until all conditions precedent to payment specified elsewhere in this Agreement have been satisfied and BHS files with the CITY's designated representative a written request for payment signed by an architect, engineer, or an officer of BHS that certifies (i) that the amounts included in the request for payment have not been included in any prior request for payment, and (ii) that the improvements listed therein for which payment is sought have been completed in accordance with the approved plans and specifications therefor. (c) In every contract for construction of improvements for which payment or reimbursement from the CITY is to be provided under this Agreement, BHS shall include a contract clause or clauses, requiring the contractor, and all of the contractor's subcontracts of all tiers, to comply with the applicable requirements of the Davis -Bacon Act and implementing regulations, and to pay all laborers and mechanics engaged in work upon the improvements at the prevailing wage rates for such work as determined by the U.S. Department of Labor. 14. EQUAL EMPLOYMENT OPPORTUNITY. In connection with the performance of this Agreement, BHS shall comply with the provisions of Title VI of the Civil Rights Act of 1964 and the Title VI assurance executed by the CITY and the State of Colorado under 23 U.S.C. 324 5 and 29 U.S.C. 794 and the provisions of the Americans with Disabilities Act of 1990 (Pub. L. 101 -336, 104 Stat. 327, as amended). 15. ENTIRE AGREEMENT• AMENDMENTS. The provisions set forth in this Agreement, and all documents as incorporated herein by reference, in full compliance with all the provisions of this Agreement, constitute the entire and complete agreement of the parties hereto and supersede all prior written and oral agreements, understandings or representations related thereto. No amendment or modification of this Agreement, and no waiver of any provision of this Agreement, shall be binding unless made in writing and executed by the duly authorized officers of both BHS and the CITY. The venue for any action urxler this Agreement shall be Pueblo County, Colorado. 16. SIGNATURES, The persons signing this Agreement on behalf of each party represent and warrant that such persons and their respective party have the requisite power and authority to enter into, execute and deliver this Agreement and this Agreement is a valid and legally binding obligation of such party enforceable against it in accordance with its terms. IN WITNESS WHEREOF, BHS and the CITY have executed this Agreement effective as of the date first above written and under the laws of the State of Colorado. ATTEST: HISTORICAL Mft.j &U B&h-2 Secretary k President, Board of Directors ATTEST: CITY OF PUEBLO By • • • • 2