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HomeMy WebLinkAboutagenda.council.special.202203011 AGENDA CITY COUNCIL SPECIAL MEETING March 1, 2022 4:00 PM, City Council Chambers 427 Rio Grande Place 3rd Floor Aspen CO 81611 WEBEX MEETING INSTRUCTIONS WEBEX MEETING INSTRUCTIONS TO JOIN ONLINE: Go to www.webex.com and click on "Join a Meeting" Enter Meeting Number: 2552 188 8471 Enter Password: 81611 Click "Join Meeting" -- OR -- JOIN BY PHONE Call: 1-408-418-9388 Enter Meeting Number: 2552 188 8471 Enter Password: 81611 I.CALL TO ORDER II.ROLL CALL III.ACTION ITEM III.A.Consideration of Resolution No. 32, Series of 2022 – Contract with Design Workshop. IV.ADJOURN 1 MEMORANDUM TO:Mayor Torre and Aspen City Council FROM:Ben Anderson, Principal Long-Range Planner THROUGH:Phillip Supino, Community Development Director MEMO DATE:February 28, 2022 MEETING DATE:March 1, 2022 RE:Resolution No.32, Series of 2022 – Consent Item Professional Services Contract with Design Workshop, Inc. as the primary consultant support for the response to to Ordinance 27 REQUEST OF COUNCIL: Staff is requesting Council approval of Resolution No. 32, Series of 2022, granting approval of a contract with Design Workshop, Inc. for professional services related to the City’s response to Ordinance 27, Series of 2021. Design Workshop will be the lead consultant support for staff’s work during the moratorium. SUMMARY AND BACKGROUND: Design Workshop (DW) was selected by staff to be the lead consultant in supporting the response to the moratorium. Focused on the residential development issues identified in Ordinance 27, DW will provide development analysis, case studies, code review, project management support, and importantly, with sub-contractor City-Explained, Inc., leadership of our public outreach efforts. The full scope of work is included as an exhibit to Resolution No. 32. The Design Workshop and City-Explained team was selected based on their track records of outstanding work in the planning and public engagement spheres, their knowledge of and experience with the Aspen development context, and their capacity to work under the constraints imposed by the moratorium timeline. This is a sole-source contract. DISCUSSION:Due to the timing of the initiation of the moratorium and the continued scoping discussions with Council, both Design Workshop and City-Explained started work in January. While a full project cost for the support of these consultants is projected at $358,675, smaller contracts have been awarded to DW for work completed to date. These previous contracts total $69,900. These contracts have been approved by the City Manager and Community Development Director following the procurement authority provided by Ordinance 27 and City of Aspen’s general procurement procedures. The contract considered by Resolution No. 32 is for the balance of the total work (total less the value of these previous contracts): $288,775. 2 Resolution No. 32, Series of 2022 Contract, Design Workshop Page 2 of 2 FINANCIAL IMPACTS: The value of the contract proposed by Resolution No. 32 is $288,775.As described above, this figure is in addition to $69,900 awarded in previous, smaller contracts for work completed to date. The total value of the contracts for professional support from Design Workshop and City-Explained (as sub-contractor) is $358,675. If approved, the funding for these contracts will initially come from Community Development’s operating budget. A Spring Supplemental request will be made for all costs related to the response to Ordinance 27. ENVIRONMENTAL IMPACTS: N/A ALTERNATIVES: N/A RECOMMENDATIONS: Staff recommends Council approval of Resolution No. 32, Series of 2022 granting approval of a contract for professional services with Design Workshop, Inc for professional consultant services related to Ordinance No. 27, Series of 2021. CITY MANAGER COMMENTS: EXHIBITS: Full contract, including scope and fee schedule, is an exhibit to the Resolution 3 RESOLUTION NO. 032 (SERIES OF 2022) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND DESIGN WORKSHOP, INC. AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS,there has been submitted to the City Council a contract for professional services in support of the policy and regulatory response to Ordinance #27, Series of 2021, including a significant public engagement effort, between the City of Aspen and Design Workshop, Inc., a true and accurate copy of which is attached hereto as “Exhibit A”. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, That the City Council hereby approves that Contract for or professional services in support of the policy and regulatory response to Ordinance #27, Series of 2021, between the City of Aspen and Design Workshop, Inc. a copy of which is attached hereto and incorporated herein and does hereby authorize the City Manager to execute said agreement on behalf of the City of Aspen. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 1st day of March 2022. Torre, Mayor I, Nicole Henning, 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 special meeting held, March 1, 2022. Nicole Henning, City Clerk 4 Agreement Professional Services Page 0 CITY OF ASPEN STANDARD FORM OF AGREEMENT PROFESSIONAL SERVICES City of Aspen Contract No.: _. AGREEMENT made this ___day of ___________, in the year ______. BETWEEN the City: Contract Amount: The City of Aspen c/o Sara Ott 427 Rio Grande Place Aspen, Colorado 81611 Phone: (970) 920-5079 And the Professional: Design Workshop, Inc. c/o Jessica Garrow, Principal 120 E. Main St. Aspen, CO 81611 Phone: 970.925.8354 For the Following Project: Consultant Services in support of the policy and regulatory response to Ordinance # 27. This contract includes a subcontractor through Design Workshop for public engagement efforts, City Explained, Inc. Exhibits appended and made a part of this Agreement: The City and Professional agree as set forth below. If this Agreement requires the City to pay an amount of money in excess of $50,000.00 it shall not be deemed valid until it has been approved by the City Council of the City of Aspen. City Council Approval: Date: March 1, 2022 (To be reviewed) Resolution No.:#32, Series of 2022 Exhibit A: Scope of Work. Exhibit B: Fee Schedule. Total: $288,775 Not to Exceed. 5 Agreement Professional Services Page 1 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 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 December 31, 2022.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 time 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. 3.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 the amount set forth above. Professional shall submit, in timely 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 from receipt of the Professional's bill. 4.Non-Assignability. Both parties recognize that this Agreement 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-contractor. 5. Termination of Procurement. The sale contemplated by this Agreement may be canceled by the City prior to acceptance by the City whenever for any reason and in its sole discretion the City shall determine that such cancellation is in its best interests and convenience. 6.Termination of Professional Services. The Professional or the City may terminate the Professional Services component of 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 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. Any use of all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, reports or other material prepared by the Professional for other than their specific intended purpose and without the involvement of the Professional shall be at the sole risk of City and without liability to Professional. 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 6 Agreement Professional Services Page 2 purposes of set-off until such time as the exact amount of damages due the City from the Professional may be determined. 7.Independent Contractor Status. It is expressly acknowledged and understood by the parties that nothing contained in this agreement shall result in,or be construed 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 interested 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. 8. Indemnification. Professional agrees to indemnify and hold harmless the City, its officers, employees, insurers, and self-insurance pool, from and against liability, claims, and demands, on account of injury, loss, or damage, including claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, to the extent and for an amount represented by the degree or percentage such injury, loss, or damage is caused by, , the wrongful act, omission, error, professional error, mistake, negligence, or other fault of the Professional, any subcontractor of the Professional, or any officer, employee, of the Professional or others for whom the Professional is legally liable 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. 9. 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 assumed pursuant to Section 8 above by reason of its failure to procure 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 subcontractor of the Professional to procure and maintain, the minimum insurance coverages listed below. Such coverages shall be procured and maintained with forms and insurance acceptable to the City. All coverages shall be continuously maintained to cover all liability, claims, demands, and other obligations assumed by the Professional pursuant 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. 7 Agreement Professional Services Page 3 (i)Worker's Compensation insurance to cover 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 ONE MILLION DOLLARS ($1,000,000.00) for each accident, ONE MILLION DOLLARS ($1,000,000.00) disease -policy limit, and ONE MILLION DOLLARS ($1,000,000.00) disease -each employee. Evidence of qualified self-insured status may be substituted for the Worker's Compensation requirements of this paragraph. (ii)Commercial General Liability insurance with minimum combined single limits of TWO MILLION DOLLARS ($2,000,000.00) each occurrence and THREE MILLION DOLLARS ($3,000,000.00) 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 include coverage for explosion, collapse, and underground hazards. 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 ($1,000,000.00) 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. (iv)Professional Liability insurance with the minimum limits of ONE MILLION DOLLARS ($1,000,000) each claim and TWO MILLION DOLLARS ($2,000,000) aggregate. (c) The policy or policies, with the exception of Worker’s Compensation and Professional Liability, 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 insurance, and any insurance carried by the City, its officers or employees, 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 to the City shall be completed by the Professional's insurance agent as evidence that policies providing the required coverages, conditions, and minimum limits are in full 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 or terminated until at least thirty (30) days prior written notice has been given to the City. 8 Agreement Professional Services Page 4 (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 terminate 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 $350,000.00 per person and $990,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity 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. 8.City's Insurance. The parties hereto understand that the City is a member of the Colorado Intergovernmental Risk Sharing Agency (CIRSA) and as such participates in the CIRSA Proper- ty/Casualty Pool. Copies of the CIRSA policies and manual are kept at the City of Aspen Risk Management 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 CIRSA. 9.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. 10.Notice. Any written notices as called for herein may be hand delivered or mailed by certified mail return receipt requested to the respective persons and/or addresses listed above. 11.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 15.04.570, pertaining to non- discrimination in employment. 12.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 performance 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. 9 Agreement Professional Services Page 5 13.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 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. Worker Without Authorization prohibited – CRS §8-17.5-101 & §24-76.5-101 Purpose. During the 2021 Colorado legislative session, the legislature passed House Bill 21- 1075 that amended current CRS §8-17.5-102 (1), (2)(a), (2)(b) introductory portion, and (2)(b)(III) as it relates to the employment of and contracting with a “worker without authorization” which is defined as an individual who is unable to provide evidence that the individual is authorized by the federal government to work in the United States. As amended, the current law prohibits all state agencies and political subdivisions, including the Owner, from knowingly hiring a worker without authorization to perform work under a contract, or to knowingly contract with a Consultant who knowingly hires with a worker without authorization to perform work under the contract. The law also requires 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. Definitions. The following terms are defined by this reference are incorporated herein and in any contract for services entered into with the Owner. 1. "E-verify program" means the electronic employment verification program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, that is jointly administered by the United States Department of Homeland Security and the social security Administration, or its successor program. 2. "Department program" means the employment verification program established pursuant to Section 8-17.5-102(5)(c). 3. "Public Contract for Services" means this Agreement. 4. "Services" means the furnishing of labor, time, or effort by a Consultant or a subconsultant not involving the delivery of a specific end product other than reports that are merely incidental to the required performance. 5. “Worker without authorization” means an individual who is unable to provide evidence that the individual is authorized by the federal government to work in the United States By signing this document, Consultant certifies and represents that at this time: 1. Consultant shall confirm the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services; and 2. Consultant has participated or attempted to participate in either the e-verify program or the department program in order to verify that new employees are not workers without authorization. 10 Agreement Professional Services Page 6 Consultant hereby confirms that: 1. Consultant shall not knowingly employ or contract with a worker without authorization to perform work under the Public Contract for Services. 2. Consultant shall not enter into a contract with a subconsultant that fails to certify to the Consultant that the subconsultant shall not knowingly employ or contract with a worker without authorization to perform work under the Public Contract for Services. 3. Consultant has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services through participation in either the e-verify program or the department program. 4. Consultant shall not use the either the e-verify program or the department program procedures to undertake pre-employment screening of job applicants while the Public Contract for Services is being performed. If Consultant obtains actual knowledge that a subconsultant performing work under the Public Contract for Services knowingly employs or contracts with a worker without authorization, Consultant shall: 1. Notify such subconsultant and the Owner within three days that Consultant has actual knowledge that the subconsultant is employing or subcontracting with a worker without authorization: and 2. Terminate the subcontract with the subconsultant if within three days of receiving the notice required pursuant to this section the subconsultant does not stop employing or contracting with the worker without authorization; except that Consultant shall not terminate the Public Contract for Services with the subconsultant if during such three days the subconsultant provides information to establish that the subconsultant has not knowingly employed or contracted with a worker without authorization. Consultant 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- 17.5-102 (5), C.R.S. If Consultant violates any provision of the Public Contract for Services pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the Owner may terminate this Agreement. If this Agreement is so terminated, Consultant shall be liable for actual damages to the Owner arising out of Consultant’s violation of Subsection 8-17.5-102, C.R.S. 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. 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 provision. 11 Agreement Professional Services Page 7 17. Warranties Against Contingent Fees, Gratuities, Kickbacks and Conflicts of Interest. (a) Professional warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Professional for the purpose of securing business. (b) Professional agrees not to give any employee of the City a gratuity or any offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to this Agreement, or to any solicitation or proposal therefore. (c) Professional represents that no official, officer, employee or representative of the City during the term of this Agreement has or one (1) year thereafter shall have any interest, direct or indirect, in this Agreement or the proceeds thereof, except those that may have been disclosed at the time City Council approved the execution of this Agreement. (d) In addition to other remedies it may have for breach of the prohibitions against contingent fees, gratuities, kickbacks and conflict of interest, the City shall have the right to: 1. Cancel this Purchase Agreement without any liability by the City; 2. Debar or suspend the offending parties from being a Professional, contractor or subcontractor under City contracts; 3. Deduct from the contract price or consideration, or otherwise recover, the value of anything transferred or received by the Professional; and 4. Recover such value from the offending parties. 18. Fund Availability. Financial obligations of the City payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. If this Agreement contemplates the City utilizing state or federal funds to meet its obligations herein, this Agreement shall be contingent upon the availability of those funds for payment pursuant to the terms of this Agreement. 19. 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 instrument 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 provision. 12 Agreement Professional Services Page 8 (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. Venue is agreed to be exclusively in the courts of Pitkin County, Colorado. 20.Electronic Signatures and Electronic Records This Agreement and any amendments hereto may be executed in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement binding on the Parties, notwithstanding the possible event that all Parties may not have signed the same counterpart. Furthermore, each Party consents to the use of electronic signatures by either Party. The Scope of Work, and any other documents requiring a signature hereunder, may be signed electronically in the manner agreed to by the Parties. The Parties agree not to deny the legal effect or enforceability of the Agreement solely because it is in electronic form or because an electronic record was used in its formation. The Parties agree not to object to the admissibility of the Agreement in the form of an electronic record, or a paper copy of an electronic documents, or a paper copy of a document bearing an electronic signature, on the grounds that it is an electronic record or electronic signature or that it is not in its original form or is not an original. 20.Successors and Assigns. This Agreement and all of the covenants hereof shall inure to the benefit of and be binding upon the City and the Professional respectively and their agents, representatives, employee, successors, assigns and legal representatives. Neither the City nor the Professional shall have the right to assign, transfer or sublet its interest or obligations hereunder without the written consent of the other party. 21.Third Parties. This Agreement does not and shall not be deemed or construed to confer upon or grant to any third party or parties, except to parties to whom Professional or City may assign this Agreement in accordance with the specific written permission, any right to claim damages or to bring any suit, action or other proceeding against either the City or Professional because of any breach hereof or because of any of the terms, covenants, agreements or conditions herein contained. 22.Attorney’s Fees. In the event that legal action is necessary to enforce any of the provisions of this Agreement, the prevailing party shall be entitled to its costs and reasonable attorney’s fees. 23.Waiver of Presumption. This Agreement was negotiated and reviewed through the mutual efforts of the parties hereto and the parties agree that no construction shall be made or presumption shall arise for or against either party based on any alleged unequal status of the parties in the negotiation, review or drafting of the Agreement. 24.Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion. Professionalcertifies, by acceptance of this Agreement, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in any transaction with a Federal or State department or agency. It further certifies that prior to submitting its Bid that it did include this clause without modification in all lower tier transactions, solicitations, proposals, contracts and subcontracts. In the event that Professional or 13 Agreement Professional Services Page 9 any lower tier participant was unable to certify to the statement, an explanation was attached to the Bid and was determined by the City to be satisfactory to the City. 25.Integration and Modification. This written Agreement along with all Contract Documents shall constitute the contract between the parties and supersedes or incorporates any prior written and oral agreements of the parties. In addition, Professional understands that no City official or employee, other than the Mayor and City Council acting as a body at a council meeting, has authority to enter into an Agreement or to modify the terms of the Agreement on behalf of the City. Any such Agreement or modification to this Agreement must be in writing and be executed by the parties hereto. 26.Authorized Representative. The undersigned representative of Professional, as an inducement to the City to execute this Agreement, represents that he/she is an authorized representative of Professional for the purposes of executing this Agreement and that he/she has full and complete authority to enter into this Agreement for the terms and conditions specified herein. IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly authorized officials, this Agreement of which shall be deemed an original on the date first written above. CITY OF ASPEN, COLORADO:PROFESSIONAL: ______________________________________________________________ [Signature] [Signature] By: _____________________________By: _____________________________ [Name] [Name] Title: ____________________________Title: ____________________________ Date: ___________________Date: ___________________ Approve as to Form: _____________________ City Attorney General Conditions and Special Conditions can be found on City of Aspen Website. https://www.cityofaspen.com/497/Purchasing 14 Agreement Professional Services Page 10 Exhibit A – Professional Services Project Scope Moratorium Support Scope Prepared for the City of Aspen Community Development Department This scope of work is to provide consulting services for the City of Aspen related to the Residential Development Moratorium. The services outlined herein include analysis, engagement, and code support related to residential development. The Short-Term Rental portion of the Moratorium is not included. January 14, 2022 Phase 1 – Project Initiation Task 1 .1- Project Initiation Design Workshop will launch the effort with a Project Kickoff meeting with city staff. It will lay the foundation for a clear and inclusive process and will clarify roles, approach, and project goals. We will define a mission statement and guiding principles to effectively launch the project. Establish project goals and desired outcomes (Project Management Plan) Define roles, responsibilities, and communication procedures Confirm a detailed project schedule and document review process Discuss elements of the current code requirements that are working, and areas for improvement Identify resources and documents that may be useful to the process Discuss document and final review approach Also in this task will be a data gathering meeting. This will include members of allied departments to understand what data is available and how it should be supplemented. Deliverables SKO and Data Meeting agenda and meeting notes Strategic Kickoff meeting Critical success factors, dilemma, thesis, and project goals documentation Data Gathering Meeting Data gathering needs list Task 1.2 - Meeting, Project Management & Reporting Every task will involve project management from Design Workshop's Principal-in-Charge and the Project Manager. Design Workshop strives to ensure quality through clear communication and dialogue with our clients and amongst our team. We have included weeklyprogress meetings given the pace of this project and desired code delivery timelines. This schedule would be finalized in the kick-off meeting. Also included in this task are additional coordination meetings with other city-hired consultants, as well as additional meeting support that may be needed throughout the project. Internal progress meetings are also included to ensure the project is progressing on the timeline required. Deliverables: Weekly Project Management calls with City project manager (22 anticipated) Percentage complete project report by task and monthly invoices (once a month) Weekly internal meetings 15 Agreement Professional Services Page 11 Meeting coordination and additional support (to be billed hourly with a budget of up to $7,500) Task 1.3 – City Council Informational Memos and Work Sessions Throughout the project, it will be important to update City Council on progress and gain their input on progress and ideas for code updates. The scope anticipates a mix of written council updates and in-person work sessions. We also anticipate that two meetings will be held in January, facilitated by city staff. The DW / CEI team could support these as an additional service or as part of the existing Design Workshop on-call services contract. At these meetings, the following topics should be reviewed in order to ensure the project is initiated with clear goals and understanding: Council to define the project statement Council to identify project goals / outcomes Council to identify what information may be needed to assist in their decision making Staff to outline realistic timeline for completion of work Staff to outline general anticipated scope of work Deliverables: Written Council Updates (4) Council Work Session Updates (2) Not included in scope: January meetings with City Council Task 1.4 – P&Z Informational Memos and Work Sessions Keeping the Planning and Zoning Commission updated throughout the process is also important. As with Council, a mix of written updates and in-person work sessions are included in the scope. Deliverables: Written P&Z Updates (2) P&Z Work Session Updates (2) Task 1.5 – Case Study Review In order to provide background information about potential code changes, the Design Workshop team will complete a case study review for various code topics. These are anticipated to include Growth Management, Design Standards (i.e., mass, scale, grade, etc.) Residential Development Pacing, Residential Allotments, Review Procedures, calculation and definition of demolition, and Affordable Housing Zoning. This portion of the scope is anticipated to be completed as part of the remaining on-call services contract between the City and Design Workshop. Deliverables: Review of up to five (5) case studies Written summary for case study topics, anticipated to be no morethan 5 pages per topic. Phase 2 – Community Engagement Task 2.1: Public Engagement Plan The Design Workshop / CEI team will develop a Public Engagement Plan that includes detailed guidance on public outreach, social media, engagement tools and methods, and the preparation of a stakeholder analysis matrix. As part of this, we will work with staff to categorize the groups and 16 Agreement Professional Services Page 12 individuals that will be identified as key stakeholders that should be engaged in the process. Discussion of these stakeholders will begin with the Strategic Kickoff, which will identify the optimum role for these groups within the project. Interactive software will be used to guide staff through a stakeholder mapping exercise focusing on strategies around stakeholder management, project team expectations for metrics and reporting, and touchpoint tracking. Ultimately, we will work with staff to finalize the Public Engagement Plan document that includes identification of the stakeholders, contact information, engagement timelines, key initiatives, scheduled meeting dates and lead times, information distribution methods, and responsibilities of City staff and the consultant team. The public engagement will aim to drive interest in community for the project while communicating that this process is an opportunity to influence positive change in how the city approaches future residential development. Deliverables: Community Engagement Plan, draft and final formats provided in MS Word and PDF formats Stakeholder analysis matrix, provided in MS Excel format Task 2.2: Aspen Community Voice Set Up Given the local interest and pace of the project, we recommend setting up a page on Aspen Community Voice early in the project. This should include information on the moratorium, including who is affected and why. Initial tools should include the Document Library, Who’s Listening, Q&A, Important Links, and Key Dates. In addition, we recommend the city record a video describing the moratorium and the work that will be completed. We understand that the city cannot provide consultants with access to the platform, so our work would include creating text that the city would place on the website. We assume the city would record all videos, but this could be supported by the DW / CEI team if desired as an additional service. Deliverables: Initial text, including one (1) round of edits for Aspen Community Voice Initial video script, including one (1) round of edits Task 2.3: Stakeholder Interviews A critical aspect of this work is understanding how key stakeholders who are experts in the development process view the issues at hand. We recommend interviews with staff representatives from Environmental Health, Building, Planning, Landfill, and Housing. This could be completed in groups or as individual interviews. These interviews will also assist the team in understanding what data is available. Additionally, understanding how community organizations view the issue and potential solutions will be an important foundational aspect for the project. This task will include a series of conversations with community organizations and development representatives to understand their unique perspectives. 17 Agreement Professional Services Page 13 The project team will work to set up a meeting schedule and RSVP system for stakeholder interviews including a depository for recordings and notes. Additional meetings have been added to accommodate virtual interview sessions and scheduling. Deliverables: Up to 15 Interviews – allocations to city and county staff stakeholders and community organizations will be determined upon finalization of the public engagement plan. Depository for interview recordings and meeting materials Interview summaries Task 2.4: Aspen Community Voice Updates Throughout the project we anticipate monthly updates, at the least, will be needed to Aspen Community Voice. This will include providing all written documents in the Document Library, linking all Council and P&Z presentations, and updating the site with engagement opportunities. Some specific engagement opportunities we recommend be included on the website include: 1.Forum Series – Scheduled and targeted questions for public discussion. These questions will also be incorporated into advertising initiatives and coincide with the box ad placements. 2.Survey on Development Impacts – Tiered survey with embedded logic that will allow users to select as a member of the public or as a development community member. A general set of questions will be asked to both groups with additional questions being asked of those who identify themselves as a design / development professional. Registration and demographics would be required. To build additional visual content for ACV and to provide a breadth of mediums pushing out information to the public, we propose two additional videos -a midway update and pre-adoption update - covering project accomplishments and key findings leading into public hearings. Additionally, at the end of the project, we recommend a project closeout that includes a final update to Aspen Community Voice to describe the final code language and final outcomes. This is not included in the base services but could be included as an additional service. We assume the DW / CEI team would provide both text and a content schedule of when to update the website and the city would be responsible for updating the website. Deliverables: Up to six (6) content updates to Aspen Community Voice, including one (1) round of edits for each. Content schedule and management of resources for staff to utilize for updates Periodic reminders about updating the website (as needed) Midway update video script, including one (1) round of edits Pre-adoption update video script, including one (1) round of edits Task 2.5: Advertising Given the short nature of this project, it will be important to push information out to the community regularly. We suggest a box ad that provides information on the project, project scope, timeline, and 18 Agreement Professional Services Page 14 outreach opportunities on a regular schedule. We also recommend an advertisement be completed for the project closeout. To begin the project, we suggest an updated press release with the refined scope of the project, problem statement and goals, updated timeline, and announcement of project feedback opportunities. Additional advertisements should be completed on the radio, newspapers, and listservs. The city could participate in the Locals Show on Grassroots TV to describe the project and direct people to Aspen Community Voice. Additionally, we recommend the city seek opportunities to speak with the radio and newspaper media to describe the project and future steps as part of their reporting. We assume the city would be responsible for all ad placements and associated costs, as well as communication with the media. The consultant team will provide a content schedule to assist city staff in important project milestones to be shared –and recommends city staff consider scheduling press junkets with the media at specific milestones to provide updates on the project. We also recommend the city create a dedicated project phone and email. This can be updated with a new voicemail / out of office message on a weekly basis to provide information to the community. It also provides a way for community members to ask questions outside of the Aspen Community Voice platform. This has not been included in the base scope but could be included as an additional service. Deliverables: Text for newspaper advertisements, anticipated to be provided ten (10) times Talking points for radio and newspaper stories, anticipated to be provided three (3) times Content schedule outlining key communication milestones and preferred touchpoints with local media outlets Task 2.6: Focus Group Series (Funneling Focus Groups) We recommend a series of focus groups to engage stakeholders throughout the process. Rather than holding a series of repeating focus groups, we recommend organizing the focus groups to approach the problem from a 30,000-foot view and then funneling down through different lenses and views until a series of solutions are identified. This will require extensive stakeholder mapping, which will be accomplished in the Public Engagement Plan and Strategic Kick Off Meeting. Additionally, very concise meeting and information flow will need to be created. Focus Group meeting summaries will be created and can be included on Aspen Community Voice. These are assumed to be facilitated through a mix of in-person and online meetings, however we do not recommend hybrid meetings for these. We anticipate the city would extend invitations to participants. While the preference would be for in person meeting, the local incidence of COVID-19 may preclude this option. If virtual meetings are required, the meetings will be recorded and added into the virtual meeting depository along with associated files and summaries. The project team will work with staff to determine the most suitable meeting format, which will be detailed in the public engagement plan. Deliverables: 8 Focus Groups Meeting Agendas and Materials 19 Agreement Professional Services Page 15 Invitation Materials Zoom Meeting set up and facilitation Focus Group Summaries In-person facilitation as allowed by public-health regulations Task 2.7: Block Parties (HOA and Neighborhood Outreach) Given the breadth of this topic, it will be important to meet people where they are to ensure broad participation. We suggest a “block party” approach to engagement, where the project team would meet with individual HOAs and Neighborhoods. These could be in neighborhoods, on the mall, at city hall, or at other locations around the community. The scope anticipates that the consultant team and city staff would participate in these as facilitators. Content for these would be created by the DW / CEI team. We anticipate these would occur throughout the project to enable the team to return to some HOAs / Neighborhoods as the code language is developed. We recommend a set of “drop in” meetings leading up to 1st reading and adoption hearings to provide information to the public on data, analysis, case studies, and potential code changes to provide clarifications. “Drop-in meetings” will be hosted in a more informal format with the opportunity for community members to speak one-on-one with project team members and staff. These conversations would include a review of the project scope, problem statement, what changes mean for neighborhoods and for development, and subsequent impacts for the community. While these meetings would target specific neighborhoods and HOAs in Aspen they would be open to others. Meeting summaries would be provided for inclusion on Aspen Community Voice. While in person meetings are preferred, virtual meetings may be needed. We propose to utilize 3-D virtual room software to create a ‘virtual block party’ that will provide for an interactive, creative, and dynamic participant experience. The ‘virtual block party’ will allow for the project team to guide discussions with community members while still providing for opportunities for community members to ‘tour’ information stations and speak with project team members. We assume the city would provide drinks and snacks for in-person and virtual engagement to support the block party feel. Deliverables: Up to 10 individual HOA / Neighborhood meetings Up to 2 drop-in meetings at end of project leading to the adoption process Presentation materials for meetings, including one (1) round of edits Task 2.8 Stakeholder Management Project staff will monitor stakeholder engagement and strategic touchpoints throughout the process to track engagement and metrics. Updates and review of the tracking system, and engagement with targeted stakeholder groups will be assessed at key milestones (4x) during the project to ensure adaptability and efficacy of stakeholder engagement. Deliverables: Creation of stakeholder management tracker 20 Agreement Professional Services Page 16 Regular updates to tracker after key project milestones (4), stakeholder interviews, focus groups, and neighborhood block parties Assessment of running stakeholder engagement ‘reach’ and metrics (4) after key project milestones -stakeholder interviews, focus groups, and neighborhood block parties Task 2.9: Community Engagement Summary At the end of the project, it will be important to convey all that was learned from the community. This task will result in a final report that outlines all the engagement opportunities, who participated, and the key findings. This will be presented as a pdf report, as well as slides that can be used in the adoption presentation material. Deliverables: Community Engagement Summary, including one (1) round of edits Community Engagement Slides Raw data files will be provided for all engagement activities Phase 3 – Project Evaluation Task 3.1: Review of Mitigation Data (staff) We understand that staff has completed extensive review of the different mitigation scenarios, including housing mitigation and waste mitigation, in the city as part of recent proposed code amendments. We recommend this work be supplemented to further describe the impacts the current lack of mitigation has on the overall community. We have identified this as work that staff would complete, as it is a continuation of on-going work. However, the DW / CEI team could support this if needed from a workload / staffing perspective. This task focuses on understanding the impacts of required mitigation related to size and cost developed and how the current levels do not appear to match the impacts created. This would include an analysis of building permits from 2015-2021 to assess the number of projects, type, square footage, and opportunities missed in fees on a sliding scale. This will require additional data points for costs of affordable housing at other COA projects like Burlingame III. Deliverables: N/A Optional review time has been included in the fee Task 3.2: Review of Demolition / Landfill Data (staff) We understand that the Environmental Health staff plans to support the moratorium work, particularly related to understanding landfill and climate impacts related to development. For this reason, we have identified this as work that staff would complete. However, the DW / CEI team could support this if needed from a workload / staffing perspective. Additionally, a subconsultant in the environmental and landfill field may be beneficial to support the work. DW can add this expertise to our team if desired. This task focuses on understanding the correlation between the city’s residential development and stress on the landfill. As with the previous task, we would recommend the city gather data from 2015-2021. This should include a review of the landfill’s tracking system and current programs in the County. 21 Agreement Professional Services Page 17 Deliverables: N/A Optional review time has been included in the fee Task 3.3: Review of Residential Development Impacts To further gauge the impacts of residential development on neighborhoods, an impact analysis will be performed that quantifies the economic effects of new construction. The analysis will examine the fiscal impact that residential development has on the local economy. In addition to employment, the analysis will examine the value of new residential construction, how new construction may affect surrounding property values and sale prices, and the use impacts of a property’s redevelopment. As part of this task, the consultant team would review a series of data from local case studies, including home valuations and sales data, to understand the impacts different scales and location of residential development have on adjacent properties, the neighborhood, transportation system, and landfill. This work would be coordinated with task 3.2. Deliverables: Review of three (3) residential case studies, including a summary memo for each Summary memo outlining impacts of residential development from an economic perspective. Anticipated to be no more than ten (10) pages. Task 3.4: Buy Down Program Funding and Financial Impact Analysis Fee in Lieu revenue collected during the construction of new residential properties can be a valuable tool for funding the purchase and/or subsidization of housing for Aspen residents. Task 3.4 will focus on two primary goals: First, determining the appropriate fee in lieu levels by residential neighborhood required to fund a Buy Down program; and second how revenues collected through fee in lieu contributions can be most impactfully used. Using sales data provided by the city, the consultant team will map housing sale prices by neighborhood. This mapping, in combination with input from city staff and project stakeholders will be used to determine parameters for setting appropriate fee in lieu levels by neighborhood required to fund a Buy Down program. Estimates as to the amount of revenue that may generated through Fee in Lieu contributions will be determined as part of this analysis. To determine the viability of a Buy Down Program, and how such a program may be most impactful to the creation of affordable housing. To accomplish this, a financial impact analysis will be performed to determine the relative impact of using Buy Down funds to purchase a singular residential property versus using funds to partially subsidize the purchase of multiple properties. Because of the exorbitant cost of housing within Aspen, the impact analysis will explore the cost of purchasing properties in both Aspen, as well as other communities throughout Pitkin County and Garfield County. In addition to assessing the feasibility of a buy down project, the analysis will include a high-level analysis related to alternative housing affordable housing strategies (i.e., land banking, credits, fee- in-lieu). 22 Agreement Professional Services Page 18 We anticipate a work session with staff to determine parameters for neighborhood fee in lieu levels. Deliverables: A maximum of 4 maps illustrating home sale prices by neighborhood. A memorandum documenting recommended fee in lieu levels by neighborhood and suggested strategies for maximizing fundsused in a Buy Down program. Task 3.5: Affordable Housing Zoning Feasibility Analysis To quantify how changes to existing zoning conditions may influence the creation of affordable housing, we will analyze the feasibility and effects of implementing zoning changes that enable the development of affordable housing, both as an overlay district and as by-right uses in the R6 and R15 zone districts. The analysis will identify changes to existing code that must be made to enable the creation of affordable units as well as quantify the amount of affordable units that must be allowed, by-right, to recoup land and development costs while enabling sufficient profit for developing parties. The analysis will integrate the findings of EPS’s analysis, where appropriate. The number of affordable housing units required will used to recommended changes to density and height requirements. As part of this task, we will work with the city to determine which categories of affordability of type housing (i.e., rental or for-sale housing, Resident Occupied, Category 4, employer owned, etc.) are most needed, as the level of affordability and subsequent sale or rental price will affect the number of units needed to make development financially feasible. Deliverables: A maximum of 4 development financial models created to test development feasibility. A memorandum documenting detailing the feasibility of affordable housing zoning. Task 3.6: Code Outline Building upon the foundational knowledge from the engagement activities and case study review, we will develop an outline of potential code amendments. This will be completed in memo and table formats to ensure the changes can be easily tracked back to language from the moratorium ordinance and the AACP. The memo will also explain why specific changes are recommended. We anticipate one round of review with staff to finalize the outline prior to moving into drafting the language. Deliverables: Draft outline of code amendments, with one (1) round of edits Final outline of code amendments Task 3.7: Local Scenarios In order to explain the impacts of code changes to City Council, P&Z and the community, the Design Workshop team will complete three (3) individual scenario reviews using recent or current projects. Design workshop will work closely with city staff to identify real-world scenarios that are representative of the Aspen community. This analysis will focus on how the proposed code changes would have impacted each project. These are anticipated to focus on changes related to growth management allotments, permit pacing (if pursued), housing mitigation, and any adjustments to 23 Agreement Professional Services Page 19 calculations or zoning. A two-page memo with graphics is anticipated as the main deliverable to clearly explain the impacts code changes would have. Deliverables: Review of three (3) residential scenarios, including a summary memo and graphic for each Summary memo outlining impacts of construction from a community, neighborhood, and construction company perspective. Anticipated to be no more than five (5) pages. Phase 4 – Project Completion Task 4.1: 50% Code Draft We understand that staff will lead drafting of the code changes and Design Workshop will provide review support and support coordinating with other consultants. We suggest a 50% draft that would be reviewed by related consultant teams and staff prior to creating a public-facing draft document. The scope anticipates two draft review cycles, including two meetings with staff and any consultants staff desires participate to review comments and questions on the draft. Formal comments on the drafts will be completed utilizing a comment log that coordinates and reconciles all comments. Deliverables Review of draft code language (draft 1) Review of updated code language with redlines (draft 2) Review cycle and meeting with Staff and invited consultants (2 times) Comment log provided for each review cycle Task 4.2: 50% Diagram Draft To support the usability of the code we propose that some graphics be incorporated. We have included a total of ten (10) graphics in the scope, but additional graphics could be provided based on an hourly rate. These graphics are anticipated to be completed in InDesign, Illustrator and SketchUp. Deliverables Draft graphic style Graphic outline, and example graphics developed to the 50% level. Task 4.3: 90% Code Draft This draft is intended to be the public-facing version. The Design Workshop team would provide final review of the text. Formal comments on the drafts will be completed utilizing a comment log that coordinates and reconciles all comments. Deliverables Review cycle and meeting with Staff and invited consultants to review draft 3 Comment log provided for review cycle Task 4.4: 90% Diagram Draft All agreed upon graphics will be provided as part of the 90% document. These will be included with the text outlined in Task 4.3, and edits will be made based on staff’s review. 24 Agreement Professional Services Page 20 Also included in this task is an overall graphic that describes the project to date and describes what the community is reviewing. This would be provided as a cover summary to the code language, and as a standalone document on Aspen Community Voice. Deliverables 90% graphics, to be incorporated with 90% code draft (draft 3) Coordinated review with staff Updated graphics with final 90% draft (draft 4) Task 4.5 – 4.7: Public Hearings The scope anticipates up to four meetings to implement code amendment. This includes one hearing with the Planning and Zoning Commission for a recommendation on the code language. This also includes three hearings with City Council – one for First Reading, one for Second Reading, and one for an additional Second Reading. DW staff is able to support additional public hearings on an hourly basis. The scope includes production of presentation materials and support for staff memos for the four meetings noted in these tasks. The scope does not include public noticing or placing the code language into Ordinance / Resolution format. We recommend that enhanced public noticing be completed, providing more detail than the standard legal requirements. Deliverables Attendance at four (4) public hearings 1 hour of prep with staff for each public hearing PowerPoint Presentation for each public hearing Memo and material support for each public hearing (24 hours total is anticipated) 25 Agreement Professional Services Page 21 EXHIBIT B PROFESSIONAL SERVICES AGREEMENT Fee Schedule Services are to be billed hourly at the following rates Principal: $225.00/hour. Project Manager / Senior Planner: $150/hour Public Engagement Support: $165/hour Associate: $150/hour -$175/hour Planner: $100 26