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HomeMy WebLinkAboutresolution.council.069-01 RESOLUTION NO. (SERIES OF 2001) A RESOLUTION OF THE CITY COUNCIL OF ASPEN, COLORADO, APPROVING A PROFESSIONAL SERVICE AGREEMENT BETWEEN THE CITY OF ASPEN AND TATANKA HISTORICAL ASSOCIATES, AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENT ON BEHALF OF THE CITY OF ASPEN. WHEREAS, there has been submitted to the City Council A Professional Service Agreement between the City of Aspen, Colorado and Tatanka Historical Associates, a copy of which is annexed hereto and part thereof. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO. Section One That the City Council of the City of Aspen hereby approves that a Professional Service Agreement between the City of Aspen, Colorado, and Tatanka Historical Associates, regarding the Ute Cemetery Project, a copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Manager to execute said Agreement on behalf of the City of Aspen. I, Kathryn Koch, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that res lo~pn adopted b~y the City Council of the City of Aspen, COlorado, at a meeting held /'/~.flr c~7 ,2001. - Kathryn S. Koq~, City Clerk AGREEMENT FOR PROFESSIONAL SERVICES This Agreement made and entered on the date hereinafter stated, between the CITY OF ASPEN, Colorado, ("City") and TATANKA HISTORICAL ASSOCIATES, ("Professional"). For and in consideration of the mutual covenants contained herein, the parties agree as follows: 1. Scope of Work. Professional shall perform in a competent and professional manner the Scope of Work as set forth at Exhibit "A" attached hereto and by this reference incorporated herein. 2. Completion. Professional shall commence work mediately upon receipt of a written Notice to Proceed fxom 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 September 15, 2001. 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 oft/me required by the City Planning Department 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. 3. Payment. In consideration of the work performed, City shall pay Professional on a time and expense basis for all work performed. Except as otherwise mutually agreed to by the parties the payments made to Professional shall not exceed $34,000.00. Professional shall submit, in thnely fashion, invoices for work performed. The City shall review such invoices and, if they are considered incorrect or untimely, the City shall review the matter with Professional within ten days fi'om receipt of the Professional's bill. 4. Non-Assignability. Both patfias 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. Sub-Contracting, 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-enntractur. 5. Termination. The Professional or the City may terminate this Agreement, without specifying the reason therefor, by giving notice, in writfiag, addressed to the other party, specifying the effective date of the termination. No fees shall be earned aller the effective date of the termination. Upon any termination, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, reports or other material 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 lime as the exact mount of damages due the City fi'om the Professional may be determined. 6. 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, gffis or any other consideration contingent upon or resulting fi'om the award or making of this contract. 7. Independent Contractor Status. It is expressly acknowledged and understood by the patties that nothing contained in this agreement shall result in, or be construed as astablish'mg 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 interested only in the results obtained under this contract. The manner ~S1-971 .doc Page 1 and means af 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% 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. 8. Indemnification. Professional agrees to indemnify end hold harmless the City, its officers, employees, insurers, and self-insurance pool, fi.om and against ail liability, claims, and demands, on account of injmy, loss, or damage, including without limitation claims arising fi.om 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, professionai error, mistake, negligence, or other fault of the Profassionai, any subcontractor of the Professional, or any officer, employee, representative, or agen~ 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 subconuactor 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 determined by the final judgment of a court of competent jurisdiction that such injury, loss, or 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. 9. City's Insurance. The partias hereto understand that the City is a member ofthe Colorado Intergovern- mental Pdsk Sharing Agency (CIRSA) and as such participates in the CIRSA Property/Casualty Pool. Copies of the CIRSA policies and manual are kept at the City of Aspen Finance Deparanent and are available to Professional for inspection during normal business hours. City makes no represenmtiuns whatsoever with respect to specific coverages offered by CIRSA. City shall provide Professional reasonable notice of any changes in its membership or participation in CIRSA 10. Completeness of Agreement. 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, agreements, warranties or promises pertaining to the project matter thereof not expressly incorporated in this writing. 11. 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: Professional: Steve Barwick, City Manager Run Sladek City of Aspen Tatanka Historical Associates 130 South Galena Street P.O. Box 1909 Aspen, Colorado 81611 Ft. Collins, CO 80522 12. Non-Discrimiuation. No discrimination because of race, color, creed, sex, marital status, affectional or sexual orientatiun, family responsibility, uational 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. 13. 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 ~S1-971 .doc Page 2 apply and, until complete perfonnance by Professional of said term, covenant or condition, the Ci~ shall be entitled to invoke any remedy available to it under this Agreement or by law despite any such forbearance or indulgence. 14. Execution of Agreement by City. This agreement shall be binding upon all parties hereto and their respective heirs, executors, administrators, successors, and assigns. Notwithstanding anything to the contrary contained herein, this agreement shall not be bindktg 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. 15. General Terms. (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 insmunent fully executed by the parties. (b) If any of the provisions of this agreement shall be held invalid, illegal or unenforceable it shall not affect or impair the validity, legality or enforceability of any other prowsion. (c) The parties acknowledge and understand that there are no conditions or limitations to this understanding except those as contained herein at the time 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 from time to time in effect. [lq WITNESS WI-IEREOF, 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 un the date hereinafter written. ATTESTED BY: CITY OF ASPEN. COLORADO: //' Title: Date: fi"- 7/% O / WITNESSED BY: PROFESSIONAL: Title: Date: ~S1-971.doe Page 3 EXHIBIT "A' to Professional Services Agreement 1. Tatanka Historical Associates Inc. and Mr. Ted Ruskin will visit the site to complete detailed photography, measurement, and damage analysis of each stone marker located at Ute Cemetery. The data resulting from this process will then be used to produce a fact sheet on each marker designed to address the stone's current condition and recommended treatment for repair or restoration, along with an estimated cost for such work. Analysis will also be completed on the condition of wrou~at iron and wooden grave enclosures, with recommendations made regarding restoration. Est'mated cost of activity: $9,000.00 2. Tatanka Historical Associates Inc; and BHA Design will visit the site several times to engage in field analysis designed to address critical issues such as landscaping and grounds (including selective removal of vegetation), walking paths, perimeter fencing, site access and security, grave restoration, site interpretation, and the prioritizing of future work. All of the analysis will be prepared in light of historic preservation principles and standards for the sansitive restoration of historic cemeteries. Published guides for such work in part include National Register Bulletin 41 (Guidelines for Evaluating and Registering Cemeteries and Burial Places), Lynette Strangstad's A Graveyard Preservation Primer, Robert Warnock's Vegetative Threats to Historic Sites and Structures, and A.K. Zielinski's Conservation of Cemeteries: The Treatment, Ret~air and Maintenance of Cemetery Objects and their Environment. The interpretive analysis will also include the design of markers to be placed in mcommanded locations on the site and the preparation of plans and construction documents that can be used for future phases of work on the site. Estimated cost of activity: $22,000.00 3. Tatanka Historical Associates Inc. and BI-IA Design will prepare the final Historic Preservation Plan report for the cemetery, providing background on the cemetery's history and slide into disrepair, and addressing the results of the landscape architecture and stone monument analysis described above. In addition, the Final Report submitted to the city will include the fact sheets prepared by Mr. Ted Ruskin for each stone marker, along with the detailed analysis, recommendations and drawings resulting from BHA Design's work on the site. Estimated cost of activity: $3,000 4. We anticipate that at least two meetings will be held with the City of Aspen (and any other required parties) at the beginning and end of the project to discuss the project and the future of the Ute Cemetery in light of the results presented in the Historic Preservation Plan. Estimated cost of activity: Included in above fees. ~S1-971 .doc Page 4