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HomeMy WebLinkAboutresolution.council.032-23RESOLUTION #032 (Series of 2023) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND THERESQUARED LLC AND STILWELL CULTURAL CONSULTING LLC 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 consulting services for the development of a public art plan, between the City of Aspen and ThereSquared LLC and Stilwell Cultural Consulting LLC, 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 of the City of Aspen hereby approves that Contract for consulting services for the development of a public art plan, between the City of Aspen and ThereSquared LLC and Stilwell Cultural Consulting LLC, 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. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 14t' day of March 2023. 709AE, 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 meeting held, March 14, 2023. Nicole Henning, qity Clerk DocuSign Envelope ID: BD3F045B-60A1-414F-B65A-502B8CC8AF63 r�. CITY OF ASPEN STANDARD FORM OF AGREEMENT CITY OF ASPEN PROFESSIONAL SERVICES City of Aspen Contract No.: 2022-303. AGREEMENT made this 23`d day of February, in the year 2023. BETWEEN the City: The City of Aspen c/o Sara Ott 427 Rio Grande Place Aspen, Colorado 81611 Phone: (970) 920-5079 And the Professional: ThereSquared LLC Stilwell Cultural Consulting LLC r/o Kendall Peterson c/o Jill Stilwell 7816 E. 22nd Place 2250 Bellwether Lane Denver, CO 80238 Fort Collins, CO 80521 303-902-1600 970-218-6542 For the Following Project: City of Aspen Public Art Plan Contract Amount: Total: $92,500 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. Exhibits appended and made a part of this Agreement: Exhibit A: Scope of Work. Exhibit B: Fee Schedule. The City and Professional agree as set forth below. City Council Approval: Date: Resolution No.: Agreement Professional Services Page 0 DocuSign Envelope ID: BD3F045B-60A1-414F-B65A-502B8CC8AF63 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 March 2024. 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. 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. 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 Agreement Professional Services Page 1 DocuSign Envelope ID: BD3F045B-60A1-414F-B65A-502B8CC8AF63 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 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, to the extent and for an amount represented by the degree or percentage 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 wrongful 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 determined by the final judgment of a court of competent jurisdic- tion 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. 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. (i) ' ADS ' and Qn � ach aeeidefi!, ONE Request to be waived individual LLC companies with one owner/employee Agreement Professional Services Page 2 DocuSign Envelope ID: BD3F045B-60A1-414F-B65A-502BBCCBAF63 (ii) Commercial General Liability insurance with minimum combined single limits of ONE L°5 MILLION DOLLARS ($1,000,000.00) each occurrence and ONE MILLION DOLLARS ,� 1_ ($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 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. Lr (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 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 certificate 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 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. Agreement Professional Services Page 3 DocuSign Envelope ID: BD3F045B-60A1-414F-B65A-502B8CC8AF63 10. 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 Property/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. 11. 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. 12. 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. 13. 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. 14. 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. 15. Execution of Agreement by Cit. 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 Professional 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. Agreement Professional Services Page 4 DocuSign Envelope ID: BD3F045B-60A1-414F-B65A-502B8CC8AF63 1. "B-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 Professional or a subprofessional 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, Professional certifies and represents that at this time: 1. Professional 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. Professional 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. Professional hereby confirms that: 1. Professional shall not knowingly employ or contract with a worker without authorization to perform work under the Public Contract for Services. 2. Professional shall not enter into a contract with a subprofessional that fails to certify to the Professional that the subprofessional shall not knowingly employ or contract with a worker without authorization to perform work under the Public Contract for Services. 3. Professional 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. Professional 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 Professional obtains actual knowledge that a subprofessional performing work under the Public Contract for Services knowingly employs or contracts with a worker without authorization, Professional shall: 1. Notify such subprofessional and the Owner within three days that Professional has actual knowledge that the subprofessional is employing or subcontracting with a worker without authorization: and 2. Terminate the subcontract with the subprofessional if within three days of receiving the notice required pursuant to this section the subprofessional does not stop employing or contracting with the worker without Agreement Professional Services Page 5 DocuSign Envelope ID: BD3F045B-60A1-414F-B65A-502B8CC8AF63 authorization; except that Professional shall not terminate the Public Contract for Services with the subprofessional if during such three days the subprofessional provides information to establish that the subprofessional has not knowingly employed or contracted with a worker without authorization. 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 8-17.5-102 (5), C.R.S. If Professional 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, Professional shall be liable for actual damages to the Owner arising out of Professional'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. 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. Agreement Professional Services Page 6 DocuSign Envelope ID: BD3F045B-60A1-414F-B65A-502B8CC8AF63 18. Fund Availabilitv. 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. (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. 21. 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 writtcn conscnt of the other party. 22. 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. 23. Attorriev'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. 24. 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 Agreement Professional Services Page 7 DocuSign Envelope ID: BD3F045B-60A1-414F-B65A-502B8CC8AF63 either party based on any alleged unequal status of the parties in the negotiation, review or drafting of the Agreement. 25. Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion. Professional certifies, 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 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. 26. Inte ration 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. 27. 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 ASPI, Va,N,Q ORADO: rs.... a. 0# MOB [Signature By: Sara G. Ott — [Name] Title: city manager PROF&.§,§jQ�►L: �,►�.al.a�.(, P�,rsew [Signature] By: 2/24/2023 1 4:25:13 PM MST _ [Name] Title: owner Date: 3/15/2023 1 12:11:16 PM PDT Approve as to Form: Oa uSijym by: --L-VAt,S C+2 City Attorney Date:2/24/2023 1 4:25:13 PM MST General Conditions and Special Conditions can be found on City of Aspen Website. Purchasing J Aspen, CO Agreement Professional Services Page 8 DocuSign Envelope ID: BD3F045B-60A1-414F-B65A-502B8CC8AF63 EXHIBIT A PROFESSIONAL SERVICES AGREEMENT SCOPE OF WORK: 5-Phase Approach PHASE FINALIZE WORK PLAN Our Team will work with City identified key personnel to finalize our customized work plan for the Aspen Public Art Plan process. • Collaborate with the City to identify and appoint Visioning Committee • Finalize our specific public engagement objectives, outcomes and timeline • Identify stakeholders • Establish responsive communications schedule for coordination meetings and touch points with City Council, City staff and community at large. • Coordinate with City of Aspen Communications Department for project website, providing content, updates, summaries, etc. as needed. Phase I Deliverables: + Confirm Communications Schedule + Final public engagement and timeline + Key Stakeholder Contact List PHASE II RESEARCH AND DISCOVERY Our team will conduct an in-depth analysis of existing conditions and cultural assets in Aspen. Immersion Tour Though our team hails from the Front Range and has visited Aspen, we hope to conduct an in-depth tour of existing public art and its placement, Aspen's key cultural facilities, potential new art sites and exhibition areas, and important gathering spaces that will help us better understand Aspen's existing collection, challenges, and current conditions. This Immersion tour can be done in one day and combined with the Kick- off meeting below. Kick-off meeting with Visioning Committee We will facilitate a workshop with the Visioning Committee, City staff and other community members as needed to understand the discussions that have been happening around Public Art and to begin to discover the needs, priorities, and aspirations for the Aspen Public Art Plan. Public Art Assessment and Analysis We will conduct a comprehensive assessment and analysis the City of Aspen's existing public art assets and programs, to include: Agreement Professional Services Page 9 DocuSign Envelope ID: BD3F045B-60A1-414F-B65A-502BBCC8AF63 • Review and assess existing local codes • Review and assess current collection including ownership, condition, materials, placement, accessibility, subject -matter and artist assessment, etc. • Review and assess any policies, ordinances, historical documents that might relate to public art • Assess and review existing relevant City plans and policies, as identified by the City and/or the Visioning Committee • Assess and summarize current City support —financial and structural --for Aspen's Public Art programs and assets Benchmarking and Trends Work Sessions Our Team will research and benchmark Public Art trends and successes from other municipalities serving similar -sized populations, demographics, and socioeconomic and cultural dynamics. We will then hold a workshop session with the Visioning Committee to share trends, best practices and lessons learned, including models for boards or commissions, funding and support, and organizational frameworks that might be the best fit for Aspen. We will also host an education -based session open to the community to engage them in visioning what public art is and what is can be in Aspen. Staff/Elected Official Interviews Conduct five interviews with relevant City staff or elected officials to gain an in-depth understanding of Aspen's current organizational structure, capacity for accommodating a new public art program, funding opportunities and existing aspirations for the program. These interviews could be virtual and/or combined with the work session above. Phase II Deliverables: + Public Art Assessment and Analysis + Summary of input from Benchmarking and Trends Work Sessions PHASE III COMMUNITY ENGAGEMENT Community engagement is a key component to this plan. Below is a series of well -organized and directed activities, techniques and formats that will ensure an equitable, inclusive, open, and proactive public participation process. We will start small and gradually build our engagement outward to the entire Aspen Community. We are professional facilitators, and these methods are aimed at soliciting quality input from as many people as possible, including under -participating populations and those who have been traditionally or systematically marginalized. Our engagement strategy will be customized through further consultation with the Visioning Committee and the City as well as with other stakeholders. We will work closely with City staff in meeting coordination, invitations, and marketing of community engagement opportunities. Stakeholder Interviews Conduct 15 one-on-one interviews or small group sessions (virtual or in -person) with key stakeholders identified in Phase I. (i.e. City leadership, cultural leaders, elected officials, artists, business leaders, developers, art funders and donors, etc.) Focus Groups Host six focus groups (virtual or in -person) with stakeholder groups including cultural institution staff and groups of stakeholders in the community, such as individuals from under -participating populations. (For Agreement Professional Services Page 10 DocuSign Envelope ID: BD3F045B-60A1-414F-B65A-502B8CC8AF63 example: Red Brick Center for the Arts, Aspen Art Museum, gallery owners, local artists, etc.) We will coordinate with the City to identify and connect with people from each of these groups. Artful Engagements To enhance public participation and expand education around public art, we will develop three "Artful Engagements." We hope to involve local creatives and institutions as much as possible in these events. These pop-up outreach activities can coincide with events already happening in Aspen or can be created anew and are intended to expand opportunities for the public to engage with the planning process and learn more about public art. Artful Engagements can be low -tech, hands-on, and specifically designed with local artists and creative community with inclusion in mind. Alternatively, we can partner with local institutions to design larger -scale event(s) to educate, provoke discussion and inspire. For example: we could partner with the Aspen Art Museum and perhaps the Aspen Ideas Festival to host a panel discussion or a special public art "happening" to demonstrate how public art can create dialogue and engage and connect the community on important issues. We will develop these three Artful Engagements in consultation with the Visioning Committee and the City based on event opportunities and communities identified for enhanced inclusion efforts. Depending on the scale, the proposed consulting fee does not cover costs for panelists or artists. These Artful Engagements will not only be an opportunity for the community to give us input for the public art plan, but also serve as an educational opportunity. Participants will discover more about what public art and placemaking is, why it matters and ways they can participate. Public art has moved far beyond the bronze monuments and decorative fountains of the past, and we will make sure the community envisions and is inspired by what's possible from their own program. Survey Our team will coordinate with the City's Communications Office to develop a community survey(s) that will reach the broader community. This is an opportunity to share concepts about public art and placemaking and gather input and support for a Public Art program in Aspen. We can also collaborate with existing arts and cultural organizations to distribute the survey through their constituencies. Phase III Deliverables: + Three artful engagement events TBD + Survey results/analysis + Written summaries of outreach activities and results PHASE IV ANALYSIS AND SYNTHESIS OF FINDINGS & PLAN DEVELOPMENT Following our robust community engagement and education phase, themes, vision, goals, and elements of a formalized program will begin to emerge. We will analyze and synthesize all our data and input to develop a framework for the Public Art Plan and continue to engage with key groups for feedback and guidance. We will also reconnect with the broader community as the plan takes shape. Work Sessions with the Visioning Committee, City staff and Key stakeholders We will host up to three work sessions with the Visioning Committee, City staff, and/or key stakeholders to discuss and invite input on the following: • Vision, goals and guiding principles that will shape the program. This discussion may also include location suggestions and rationale, themes or aspects to highlight through public art, as well as potential art happenings. Agreement Professional Services Page 11 DocuSign Envelope ID: BD3F045B-60A1-414F-B65A-502BBCC8AF63 • Potential Framework(s) for a formalized Public Art program, including potential organizational structures, funding models, and potential policies for how the City of Aspen can administer, sustain and support its Public Art ■ A final session to review and refine the document(s) City Council Input With the assistance of the City Staff and Visioning Committee, we will prepare a summary of outreach findings and draft framework to share with City Council and key stakeholders for their feedback and guidance. Public Input Prior to finalizing the plan, we recommend publishing the key elements on the City's website to invite public comment. We can work with the City and the Visioning Committee to determine other ways to invite public comment as needed. Final Plan Development Finally, with all the feedback, our Team will begin to finalize a concise, thoughtful and inspiring Public Art Plan in a narrative and illustrative format including: • A summary of the historical, relevant, unique, cultural characteristics, elements, and aspirations of the City of Aspen • A synopsis of the assessment and analysis of the existing collection and its placement • A summary of our outreach efforts and input gathered • Summary of research, observation, and community outreach results and rationale for the vision statement and goals • A vision statement, program goals and guiding principles to shape public art decision making • Recommended Public Art Guidelines including: o A thoughtful collection strategy recommendation as well as suggestions for a plan for collection management, conservation, and de -acquisition o Suggestions and rationale for themes or aspects of the community's unique character to highlight or address through public art o Suggestions and rationale for the placement of permanent, temporary and other types of artwork at specific sites to support and enhance the program goals o Suggestions and rationales for happenings, time -based art, temporary art, cultural events or any other public art related activities that will support and enhance the community's goals for public art o A summary of funding models for public art projects and recommendations for which model(s) this community should use o A recommended Task Force to guide the plan o A recommendation for staffing for the program o Guidelines for the long-term stewardship of the public art collection including maintenance funding, conservation and deaccession guidelines o Other guidelines as needed Phase IV Deliverables + Summary of Work Sessions and Input + Summary of Outreach Findings and Draft Framework presentation for City Council + City of Aspen Public Art Plan for graphic layout (Word document format and PDF) Agreement Professional Services Page 12 DocuSign Envelope ID: BD3F045B-60A1-414F-B65A-502B8CCBAF63 PHASE V Develop Program Policies and Implementation Plan Since the Aspen program will be brand new, it is imperative that the policies be written to correlate directly to the Public Art Plan after it is developed. Therefore, this phase can dovetail with Phase IV after the first presentation to City Council. The Public Art Policies document will serve as the "instruction manual' for the program. It will provide guidelines for the implementation and funding for the program, staffing and leadership as well as the other nuts -and -bolts of the program. Our team will also provide a short implementation plan that outlines the stepping -stones to get the program up and running. The Public Art Program Policies may include: ■ Recommended policies and program guidelines related to the implementation of the vision and goals • Policy guidance on how Public Art funding can and cannot be spent • Guidelines to ensure adherence to accepted best practices nationwide • Guidelines for selection processes for all future artwork acquisitions (permanent or temporary) • Recommended standards, procedures and policy for accepting donated artwork • Recommended process for selecting locations and opportunities for public art • Recommended deaccession, removal, re -siting policies ■ Recommended mural and ephemeral art policies/standards • Recommendations for contracting procedures and assurance of artists rights • Standards for administration, maintenance, and de -acquisition of artwork Final Presentation to City Council With the assistance of the City Staff and Visioning Committee we will present the final draft of the Public Art Plan and recommended policies to City Council for final feedback, edits and adoption. Phase V Deliverables + Draft Policies Document + Draft Implementation Guidelines + Finalized documents for layout (Word format) + Final presentation of City of Aspen Public Art Plan for City Council Agreement Professional Services Page 13 DocuSign Envelope ID: BD3F045B-60A1-414F-B65A-502B8CC8AF63 EXHIBIT B PROFESSIONAL SERVICES AGREEMENT Fee Schedule To complete the desired services, we propose a total fee of $82,500 plus travel reimbursement up to $10,000 as outlined in the Fee Breakdown and Consultant Hourly Rates below. We will work with the City of Aspen to prepare a revised scope of work and budget consistent with available resources as needed. Our proposed fee assumes the City of Aspen will provide, as needed, meeting and event space, refreshments, meeting support, marketing/social media assistance, survey platform, graphic design services, photo/video documentation and costs for engaging speakers and/or artists. Fee Breakdown Consulting Hours Fees Phase I: Confirm Scope & Workplan i8 $2,250 Phase II: Research and Discovery 174 $21,750 • Immersion Tour & Kickoff Meeting • Public Art Assessment • Benchmark Trends Analysis & Work Session • Staff Interviews & Interview Prep • MeetingsVCoordination/Deliverables Phase III: Community Engagement 256 $32,000 • Stakeholder & Focus Group Meetings • Artful Engagements Prep & Event ■ Survey Prep & Analysis • Meetings/Coordination/Deliverables Phase IV: Plan Development & Presentation 158 $19,750 • Synthesize Findings • Presentation/Feedback sessions w/ Vision Committee, Council/Public • Final Plan drafting • Meetings/Coordination/Deliverables Phase V: Policy/implementation & Presentation 54 $6,750 Consultants Fee Subtotal 660 $82,500 Travel Reimbursement (not -to -exceed) $10,000 Total Fee $92,500 Consultant Hourly Rates Hourly Rate Est. Hours Fee Jill Stilwell - Co -Lead $125 308 $38,500.00 Kendall Petersen — Co -Lead $125 352 $44,000.00 Agreement Professional Services Page 14