HomeMy WebLinkAboutresolution.council.019-08RESOLUTION # ~ /
(Series of 2008)
A RESOLUTION APPROVING A CONTRACT BETWEEN THE CITY OF
ASPEN, COLORADO, AND CRYSTAL RIVER STUDIO, LLC SETTING
FORTH THE TERMS AND CONDITIONS REGARDING MAKING AND
INSTALLING DRAPERIES IN THE WHEELER OPERA HOUSE AND
AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT
WHEREAS, there has been submitted to the City Council a contract
between the City of Aspen, Colorado, and Crystal River Studio, LLC, a copy of
which contract is annexed hereto and made a part thereof.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ASPEN, COLORADO:
Section 1
That the City Council of the City of Aspen hereby approves that contract
between the City of Aspen, Colorado, and Crystal River Studio, LLC regarding
making and installing draperies in the Wheeler Opera House, a copy of which is
annexed hereto and incorporated herein, and does hereby authorize the City
Manager of the City of Aspen to execute said contract on behalf of the City of
Aspen.
Dated: _/lA- ~~~ l~ ~~
'~'yG i/,Gil,1 3- ~ 3 - ~ 9
Michael C. Ireland, Mayor
I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the
foregoing is a true and accurate copy of that resolution adopted by the City
Council of the City of Aspen, Colorado, at a meeting held March 10, 2008.
K n S. Koch, City Jerk
AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement made and entered on the date hereinafter stated, between the CITY OF
ASPEN, Colorado, ("City") and Crystal River Studio, LLC ("Professional").
For and in consideration of the mutual covenants contained herein, the parties agree as
follows:
Scope of Work. Professional shall perform in a competent and professional manner
the Scope of Work as set forth at Exhibit "A" and Exhibit "B" attached hereto, and by this reference
incorporated herein.
Completion. Professional shall commence work immediately upon receipt of a
written Notice to Proceed from the City and complete all phases of the Scope of Work as
expeditiously as is consistent with professional skill and care and the orderly progress of the Work
in a timely manner. The parties anticipate that all work pursuant to this agreement shall be
completed no later than June 30, 2008, Upon request of the City, Professional shall submit, for the
City's approval, a schedule for the performance of Professional's services which shall be adjusted as
required as the project proceeds, and which shall include allowances for periods of iime required by
the City's project engineer for review and approval of submissions and for approvals of authorities
having jurisdiction over the project. This schedule, when approved by the City, shall not, except for
reasonable cause, be exceeded by the Professional.
Payment. In consideration of the work performed, City shall pay Professional on a
time and expense basis for all work performed. The hourly rates for work performed by Professional
shall not exceed those hourly rates set forth at Exhibit "B" appended hereto. Except as otherwise
mutually agreed to by the parties the payments made to Professional shall not initially exceed
$40,000.00. Professional shall submit, in timely fashion, invoices for work performed. The Ciry
shall review such invoices and, if they are considered incon-ect or untimely, the City shall review
the matter with Professional within ten days from receipt of the Professional's bill.
Non-Assignability. Both parties recognize that this contract is one for personal
services and cannot be transferred, assigned, or sublet by either party without prior written consent
of the other. SulNContracting, if authorized, shall not relieve the Professional of any of the
responsibilities or obligations under this agreement. Professional shall be and remain solely
responsible to the City for the acts, errors, omissions or neglect of any subcontractors officers,
agents and employees, each of whom shall, for this purpose be deemed to be an agent or employee
of the Professional to the extent of the subcontract. The City shall not be obligated to pay or be
liable for payment of any sums due which may be due to any sub-contractor.
Termination. The Professional or the City may terminate this Agreement, without
specifying the reason therefor, by giving notice, in writing, addressed to the other party, specifying
the effective date of the termination. No fees shall be earned after the effective date of the
termination. Upon any ternnation, all finished or unfinished documents, data, studies, surveys,
PS1-971.doc Page 1
drawings, maps, models, photographs, reports or other mateaal prepared by the Professional
pursuant to this Agreement shall become the property of the City. Notwithstanding the above,
Professional shall not be relieved of any liability to the City for damages sustained by the City by
virtue of any breach of this Agreement by the Professional, and the City may withhold any
payments to the Professional for the purposes of set-off until such time as the exact amount of
damages due the City from the Professional may be determined.
Covenant Against Contingent Fees. The Professional warrants that s/he has not
employed or retained any company or person, other than a bona fide employee working for the
Professional, to solicit or secure this contract, that s/he has not paid or agreed to pay any company
or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gifts or
any other consideration contingent upon or resulting from the award or making of this contract.
Irdependent Contractor Status. It is expressly acknowledged and understood by the
parties that nothing contained in this agreement shall result fr, or be constnu:d as establishing an
employment relationship. Professional shall be, and shall perform as, an independent Contractor
who agrees to use his or her best efforts to provide the said services on behalf of the City. No agent,
employee, or servant of Professional shall be, or shall be deemed to be, the employee, agent or
servant of the City. City is irrterested only in the results obtained under this contract. The manner
and means of conducting the work are under the sole control of Professional. None of the benefits
provided by City to its employees including, but not limited to, workers' compensation insurance
and unemployment insurance, are available from City to the employees, agents or servants of
Professional. Professional shall be solely and entirely responsible for its acts and for the acts of
Professional's agents, employees, servants and subcontractors during the performance of this
contract. Professional shall indemnify City against all liability and loss in connection with, and
shall assume full responsibility for payment of all federal, state and local taxes or contributions
imposed or required under unemployment insurance, social security and income tax law, with
respect to Professional and/or Professional's employees engaged in the performance of the services
agreed to herein.
Indemnification. Professional agrees to indemnify and hold harmless the City, its
officers, employees, insurers, and self-insurance pool, from and against all liability, claims, and
demands, 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 contract, if such
injury, loss, or damage is caused in whole or in part by, or is claimed to be caused in whole or in
part by, the act, omission, error, professional error, mistake, negligence, or other fault of the
Professional, any subcontractor of the Professional, or any officer, employee, representative, or
agent of the Professional or of any subcontractor of the Professional, or which arises out of any
workmen's compensation claim of any employee of the Professional or of any employee of any
subcontractor of the Professional. The Professional agrees to investigate, handle, respond to, and to
provide defense for and defend against, any such liability, claims or demands at the sole expense of
the Professional, or at the option of the City, agrees to pay the City or reimburse the City for the
defense costs incurred by the City in connection with, any such liability, claims, or demands. If it is
detem»ned by the final judgment of a cotn-t of competent jurisdiction that such injury, loss, or
PS1-971.doc Page 2
damage was caused in whole or in part by the act, omission, or other fault of the City, its officers, or
its employees, the City shall reimburse the Professional for the portion of the judgment attributable
to such act, omission, or other fault of the City, its officers, or employees.
Professional's Insurance. (a) Professional agrees to procure and maintain, at its own
expense, a policy or policies of insurance sufficient to insure against all liability, claims, demands,
and other obligations assumed by the Professional pursuant to Section 8 above. Such insurance shall
be in addition to any other insurance requirements imposed by this contract or by law. The
Professional shall not be relieved of any liability, claims, demands, or other obligations asswned
pursuant to Section 8 above by reason of its failure to procwe or maintain insurance, or by reason of
its failure to procure or maintain insurance in sufficient amounts, duration, or types.
(b) Professional shall procure and maintain, and shall cause any subconixactor of the
Professional to procure and maintain, the minimum inswance coverages listed below. Such
coverages shall be procured and maintained with foetus and insurance acceptable to the City. AlI
coverages shall be continuously maintained to cover all liability, claims, demands, and other
obligations assumed by the Professional pursuam to Section 8 above. In the case of any claims-
made policy, the necessary retroactive dates and extended reporting periods shall be procured to
maintain such continuous coverage.
(i) Workers' Compensation insurance to covec obligations imposed by
applicable laws for any employee engaged in the performance of work under this contract, and
Employers' Liability insurance with minimum limits of FIVE HUNDRED THOUSAND
DOLLARS ($500,000.00) for each accident, FIVE HUNDRED THOUSAND DOLLARS
($500,000.00) disease - policy limit, and FIVE HUNDRED THOUSAND DOLLARS
($500,000.00) disease -each employee. Evidence of qualified self-insured status may be substituted
for the Workers' Compensation requiremems of this paragraph.
(ii) Commercial General Liability inswance with minimum combined single
limits of ONE MILLION DOLLARS ($1,000,000.00)eaeh occurrence and ONE MILLION
DOLLARS ($1,000,000.00) aggregate. The policy shall be applicable to all premises and
operations. The policy shall include coverage for bodily injury, broad form property damage
(including completed operations), personal injury (including coverage for contractual and
employee acts), blanket contractual, independent contractors, products, and completed
operations. The policy shall contain a severability of interests provision.
(iii) Comprehensive Automobile Liability insurance with minimum combined
single limits for bodily injury and property damage of not less than ONE MILLION
DOLLARS ($1,000,000.00) each occurrence and ONE MILLION DOLLARS ($1,000,00-
0.00) aggregate with respect to each Professional's owned, hired and non-owned vehicles
assigned to or used in performance of the Scope of Work. The policy shall contain a
severability of interests provision. If the Professional has no owned automobiles, the
requirements of this Section shall be met by each employee of the Professional providing
services to the City under this contract.
PSIA71.doc Page 3
(iv) Professional Liability insurance with the minimum limits of ONE MILLION
DOLLARS ($1,000,000) each claim and ONE MILLION DOLLARS ($1,000,000)
aggregate.
(c) The policy or policies required above shall be endorsed to include the City and the City's
officers and employees as additional insureds. Every policy required above shall be primary insur-
ance, and any insurance carried by the City, its officers or employces, or carried by or provided
through any insurance pool of the City, shall be excess and not contributory insurance to that
provided by Professional. No additional insured endorsement to the policy required above shall
contain any exclusion for bodily injury or property damage arising from completed operations. The
Professional shall be solely responsible for any deductible losses under any policy required above.
(d) The certificate of insurance provided by the City shall be completed by the
Professional's insurance agent as evidence that policies providing the required coverages, condi-
tions, and minimum limits are in fiill force and effect, and shall be reviewed and approved by the
City prior to commencement of the contract. No other form of certificate shall be used. The certifi-
cate shall identify this contract and shall provide that the coverages afforded under the policies shall
not be canceled, terminated or materially changed until at least thirty (30) days prior written notice
has been given to the City.
(e) Failure on the part of the Professional to procure or maintain policies providing the
required coverages, conditions, and minimum limits shall constitute a material breach of contract
upon which City may immediately teaninate this contract, or at its discretion City may procure or
renew any such policy or any extended reporting period thereto and may pay any and all premiums
in connection therewith, and all monies so paid by City shall be repaid by Professional to City upon
demand, or City may offset the cost of the premiums against monies due to Professional from City.
(f) City reserves the right to request and receive a certified copy of any policy and any
endorsement thereto.
(g) The parties hereto understand and agree that City is relying on, and does not waive or
intend to waive by any provision of this contract, the monetary limitations (presently $150,000.00
per person and $600,000 per occurrence) or any otter rights, immunities, and protections provided
by the Colorado Governmental hllmunity Act, Section 24-10-101 et seq., C.R.S., as from time to
time amended, or otherwise available to City, its officers, or its employees.
City's Insurance. The parties hereto understand fiat the City is a member of the
Colorado Intergoverrunental Risk Sharing Agency (CIRSA) and as such participates in the CII2SA
Property/Casualty Pool. Copies of the CIItSA policies and manual are kept at the City of Aspen
Finance Department and are available to Professional for inspection during normal business hours.
City makes no representations whatsoever with respect to specific coverages offered by CIRSA.
City shall provide Professional reasonable notice of any changes in its membership or participation
in CIIiSA.
PS1-971.doc Page 4
Completeness of Agreemem. It is expressly agreed that this agreement contains the
entire undertaking of the parties relevant to the subject matter thereof and there are no verbal or
written representations, agteernents, warranties or promises pertaining to the project matter thereof
not expressly incorporated in this writing.
Notice. Any written notices as called for herein may be hand delivered to the
respective persons and/or addresses listed below or mailed by certified mail return receipt requested,
to:
City:
City Manager
City of Aspen
130 South Galena Street
Aspen, Colorado 8161 I
Professional:
Crystal River Studio LLC
123 Village Lane
Carbondale, CO 81623
Non-Discrimination. No discrimination because of race, color, creed, sex, marital
status, affectional or sexual orientation, family responsibility, national origin, ancestry, handicap, or
religion shall be made in the employment of persons to perform services under this contract.
Professional agrees to meet all of the requirements of City's municipal code, Section 13-98,
pertaining to non-discrimination in employment.
Waiver. The waiver by the City of any term, covenant, or condition hereof shall not
operate as a waiver of any subsequent breach of the same or any other term. No term, covenant, or
condition of this Agreement can be waived except by the written consent of the City, and
forbearance or indulgence by the City in any regard whatsoever shall not constitute a waiver of any
term, covenant, or condition to be performed by Professional to which the same may apply and,
until complete perfomrarrce by Professional of said term, covenant or condition, the City shall be
entitled to invoke any remedy available to it under this Agreement or by law despite any such
forbearance or indulgence.
Execution of Agreement by City. This agreement shall be binding upon atl parties
hereto and their respective heirs, executors, administrators, successors, and assigns. Notwith-
standing anything to the contrary contained herein, this agreement shall not be binding upon the
City unless duly executed by the Mayor of the City of Aspen (or a duly authorized official in his
absence) following a Motion or Resolution of the Council of the City of Aspen authorizing the
Mayor (or a duly authorized official in his absence) to execute the same.
16. Illegal Aliens -CRS 8-17.5-101 & 2476.5-101.
a. Purpose. During the 2006 Colorado legislative session, the Legislature passed
House Bills 06-1343 (subsequently amended by HB 07-1073) and 06-1023 that added
new statutes relating to the employment of and contracting with illegal aliens. These new
laws prohibit all state agencies and political subdivisions, including the City of Aspen,
from knowingly hiring an illegal alien to perform work under a contract, or to knowingly
contract with a subcontractor who knowingly hires with an illegal alien to perform work
PSI-971,doc Page 5
under the contract. The new laws aiso require that all contracts for services include
certain specific language as set forth in the statutes. The following terms and conditions
have been designed to comply with the requirements of this new law.
b. Definitions. The following terms are defined in the new law and by this reference
are incorporated herein and in any contract for services entered into with the City of
Aspea.
"Basic Pilot Program" means the basic pilot employment verification program
created in Public Law 208, 104th Congress, as amended, and expanded in Public Law
156, 108th Congress, as amended, that is administered by the United States Department
of Homeland Security.
"Public Contract for Services" means this Agreement.
"Services" means the famishing of labor, time, or effort by a Contractor or a
subcontractor not involving the delivery of a specific end product other than reports that
are merely incidental to the required performance.
c. By signing this documem, Professions( certifies and represents that at this time:
(i) Professional shall confirm the employment eligibility of all employees who
are newly hired for employment in the United States; and
(ii) Professional has participated or attempted to participate in the Basic Pilot
Program in order to verify that new employees are not employ illegal aliens.
d. Professional hereby confirms that:
(i) Professional shall not knowingly employ or contract new employees
without confirming the employment eligibility of all such employees hired for
employment in the United States under the Public Contract for Services.
(ii) Professional shall not enter into a contract with a subcontractor that fails to
confirm to the Professional that the subcontractor shall not knowingly hire new
employees without confirming their employment eligibility for employment in the
United States under the Public Contract for Services.
(iii) Professional has verified or has attempted to verify through participation
in the Federal Basic Pilot Program that Professional does not employ any new
employees who are not eligible for employment in the United States; and if
Professional has not been accepted into the Federal Basic Pilot Program prior to
entering into the Public Contract for Services, Professional shall forthwith apply
to participate in the Federal Basic Pilot Program and shall in writing verify such
application within five (5) days of the date of the Public Contract. Professional
PSl-97t.doc Page 6
shall continue to apply to participate in the Federal Basic Pilot Program and shall
in writing verify same every three (3) calendar months thereafter, until
Professional is accepted or the public contract for services has been completed,
whichever is earlier. The requirements of this section shall not be required or
effective if the Federal Basic Pilot Program is discontinued.
(iv) Professional shall not use the Basic Pilot Program procedures to undertake
pre-employment screening of job applicants while the Public Contract for
Services is being performed.
(v) If Professional obtains actual knowledge that a subcontractor performing
work under the Public Contract for Services knowingly employs or contracts with
a new employee who is an illegal alien, Professional shall:
(1) Notify such subcontractor and the City of Aspen within
three days that Professional has actual knowledge that the subcontractor
has newly employed or contracted with an illegal alien; and
(2) Terminate the subcontract with the subcontractor if within
three days of receiving the notice required pursuant to this section the
subcontractor does not cease employing or contracting with the new
employee who is an illegal alien; except that Professional shall not
terminate the Public Contract for Services with the subcontractor if during
such three days the subeonttactor provides information to establish that the
subcontractor has not knowingly employed or contracted with as illegal
alien.
(vi) Professional shall comply with any reasonable request by the Colorado
Department of Labor and Employment made in the course of an investigation that
the Colorado Department of Labor and Employment undertakes or is undertaking
pursuant to the authority established in Subsection 8-17.~-102 (5), C.R.S.
(vii) If Professional violates any provision of the Public Contract for Services
pertaining to the duties imposed by Subsecfloa 8-17.5-102, C.R.S. the City of
Aspen may terminate the Public Contract for Services. If the Public Contract for
Services is so terminated, Contractor shall be liable for actual and consequential
damages TA the City of Aspen arising out of Professional's violation of Subsection
8-17.5-102, C.R.S.
(ix) If Professional operates as a sole proprietor, Professional hereby swears or
affirms under penalty of perjury that the Professional (1) is a citizen of the United
States or otherwise lawfully present in the United States pursuant to federal
law,(2) shall comply with the provisions of CRS 24-76.5-101 et seq., and (3) shall
produce one of the forms of identification required by CRS 24-76.5-103 prior to
the effective date of this Agreement.
PS1-971.dce Page 7
17. General Tertns.
(a) It is agreed that neither this agreement nor any of its terms, provisions,
conditions, representations or covenants can be modified, changed, terminated or amended, waived,
superseded or extended except by appropriate written instrument fully executed by the parties.
(b) If any of the provisions of this agreement shall be held invalid, illegal or
unenforceable it shall rbt affect or impair the validity, legality or enforceability of any other
provision.
(c) The parties aclarowledge and understand that there are no conditions or
limitations to this understanding except those as contained herein at the lima of the execution hereof
and that after execution no alteration, change or modification shall be made except upon a writing
signed by the parties.
(d) This agreement shall be governed by the laws of the State of Colorado as
fiom time to time in effect
IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly
authorized officials, this Agreement in three copies each of which shall be deemed an original on
the date hereinafter written.
(SIGNATURES ON FOLLOWING PAGE]
PSI-971.doc Page 8
ATTESTED BY:
WIT~~N,~,EGGSSEDBY: ~~~~n~~~R~ ~
Ara ~ 'P
By:
Title:
Date:
PROFESSIONAL:
By; i~
Title: G w w s ~2
Date: _~_ U
PS1-971.doc Page 9
CITY OP ASPEN, COLORADO:
EXHHTBTI' "A" to Professional Services Agreement
Crystal River Studio, LLC will furnish material and perform the labor necessary to install
draperies, swags, and jabots for 10 windows in the Theater Lobby of the Wheeler Opera House
location at 320 East Hyman Avenue, Aspen, Colorado. All materials are guaranteed to be as
specified oa material work sheet (Exldbit A-1). Ali work performed will be in accordance with
the submitted drawings and will meet or exceed industry standards for window treatment
construction (Exhibit A-2). The completed custom window treatments will be delivered and
installed no later than May 15, 2008.
Fabric: 064010
Color: 640
Trim: 2.25"
Braid: 021764
Color: LX07
Warranty
All merchandise is subject to commercially acceptable dye lot variations as defined as industry
standards.
PSl-9~l.doc Page 10
Exh~lv~~ ~ -~
Crystal River Studio LLC
123 Village Lane
Carbondale, CO 81623
Bill To
Wheeler Opeta HOUSe
320 E. Hymatt
Aspen, CO 81611
Invoice
pate lmroioe#
1/312008 7766
P.O. Number Tetms AtxouM# Pro)ed
75% Orda/Baleow et install
Qt~rdNy Unity D68d{~oe PfiCe Each Amount
DRAPERIES:
2x FULLNESS, HEAVY COTTON LIPIING, PINCH PLEAT, ON HEAVY
DUTY TRAVERSING~ROD.
FABRIC:
064010 COLOR - 640 TRIM: 2.25" BRAID 021764 COLOR -1.X07
36 widths Fabrlcaroe 51.00 1,836.00
143 yds Pace Febrfc 100.00
00
25 14,300.00
3,575.00
143 yds CouonLming .
35
0
0 1,995.00
37 yaa Trim .
.
00
22 234.00
1
57 yds Febricste Ttirtt oa Leading Edge .
1
838
92 ,
1,838.92
Heavy Duly Cord Dtaw Rod ,
. 24,798.92
Subtotal
SWAG /JABOT VALANCE:
MOUNTED ON BOARD, HEAVY COTTON LINING.
FABRIC:
FRRAGAMO -COLOR -CHOCOLATE SIENNA TRIM: 5.25" BULLION
ON BOTTOM lID(IE
163
00
172.00
7
44 swags Fabdtxte (includes Trim I.ebor on Bottom) .
27
98 ,
3,077.80
110 yds Fay Fabric .
23
00 2,750.00
1I0 yds Cotton Lining .
26.00 1,716.00
66 yds Trim
~ 14,7(3.80
Subtotet
32 madbts Installation 73.00 2,400.00
Subtotal 541,914.72
Tax (2.9Yo) 50.00
Total 541,914.72
Phone # 970.963-1717 Fax # 970-963-t 122 Web Site cryslaitiversladio.com E-J~S~~t~~~o' / ` ~L
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Eabibit "B" to Professional Services Agreement
Rates
Crystal River Studio LLC shall furnish materials and install draperies as specified in Exhibit A,
for a total not to exceed $40,000.00. This price reflects a credit in the amount of $1,914.72 for
project recognition posed is an obvious place not to distract from the decor for a period to be
agreed upon by both parties.
The City shall pay 75% doom when the order is placed, and the balance on completion and
acceptance of the work.
Additional labor not related to Exhibit A, will be billed at a rate of $75.00 per hour. Changes to
the original Scope of Work will becharged anon-refundable change order fee of $175.
PSi-971.doc Page I1