HomeMy WebLinkAboutresolution.council.051-23RESOLUTION #051
(Series of 2023)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN
AND ERO RESOURCES CORPORATION, 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 professional
services agreement between the City of Aspen and ERO Resources Corporation, 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 the professional
services agreement between the City of Aspen and ERO Resources Corporation, a
copy of which is annexed hereto and incorporated herein, and does hereby
authorize the City Manager to execute said contract on behalf of the City of Aspen.
INTRODUCED, READ AND ADOPTED by the City Council of the City of
Aspen on the 11 t' day of April, 2023.
7/MT-�
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 April 11, 2023.
Nicole H nning, City Clerk
DocuSign Envelope ID: 1EA35796-83C1-4144-8A91-7F65AOF7338A
�}14h
�a
CITY OF ASPEN STANDARD FORM OF AGREEMENT CITY OF ASPEN
PROFESSIONAL SERVICES
City of Aspen Contract No.: 2023-136.
AGREEMENT made this 1 lth day of April, 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:
ERO Resources Corporation
c/o Kathy Croll
1842 N . Clarkson Street
Denver, CO 80218
Phone: 970.903.3565
For the Following Project:
Contract Amount:
Total: $50,400
Not to exceed without written amendment
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: April l 1, 2023
Resolution No.:
2023-136 CDOT Compliance Services for Lumberyard Affordable Housing Project
Exhibits appended and made a part of this Agreement:
Exhibit A: Scope of Work
Exhibit B: Fee Schedule
Agreement Professional Services Page 0
DocuSign Envelope ID: 1EA35796-83C1-4144-8A91-7F65AOF7338A
The City and Professional agree as set forth below.
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
August 31, 2023. 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. Payinent. 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 A 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. i Jpon 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.
Agreement Professional Services Page 1
DocuSign Envelope ID: 1EA35796-83C1-4144-8A91-7F65AOF7338A
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 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 jurisdiction that such injury, loss, or damage was caused in whole or in part by the
act, omission, or other fault of the City, its officers, or its employees, the City shall reimburse the
Professional for the portion of the judgment attributable to such act, omission, or other fault of the
City, its officers, or employees.
9. 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
Agreement Professional Services Page 2
DocuSign Envelope ID: 1EA35796-83C1-4144-8A91-7F65AOF7338A
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) 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 perfonnance 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 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
Agreement Professional Services Page 3
DocuSign Envelope ID: 1EA35796-83C1-4144-8A91-7F65AOF7338A
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, 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.
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 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.
11. Completeness of Agreeni nt. 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 tern. No term, covenant, or condition
of this Agreement can be waived except by the written consent of the City, and forbearance or
Agreement Professional Services Page 4
DocuSign Envelope ID: 1EA35796-83C1-4144-8A91-7F65AOF7338A
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 A ement by Cily. 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 rohibited — 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.
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 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:
Agreement Professional Services Page 5
DocuSign Envelope ID: 1EA35796-83C1-4144-8A91-7F65AOF7338A
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 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.
Agreement Professional Services Page 6
DocuSign Envelope ID: 1EA35796-83C1-4144-8A91-7F65AOF7338A
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.
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 fiends for
payment pursuant to the terms of this Agreement.
19. General Tenns.
Agreement Professional Services Page 7
DocuSign Envelope ID: 1EA35796-83C1-4144-8A91-7F65AOF7338A
(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 written consent 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. 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.
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
Agreement Professional Services Page 8
DocuSign Envelope ID: 1EA35796-83C1-4144-8A91-7F65AOF7338A
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.
25. Certification Regarding Debarment Suspension, Ineli ibilit 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. 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.
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 fal5'dp rQLORADO:
[r)
AAA), Fist V'
EACOCC370Do470... _
[Signature]
By: Diane Foster
[Name]
Title: Assistant city Manager
Date: ` 4/12/2023 1 12: 57:13 PM MDT
Approve as to Form:
—Docu5lgned by:
X. 1ho,
City Attorney ; -
PROFESSIONAL:
DocuSigned by:
CrA
7e2F &aUre]
By: Kathy Croll
[Name]
Title: Principal
Date: 3/27/2023 l 8:55:16 AM MDT
Agreement Professional Services Page 9
DocuSign Envelope ID: 1EA35796-83C1-4144-8A91-7F65AOF7338A
General Conditions and Special Conditions can be found on City
of Aspen Website.
Purchasing J Aspen, CO
See Attached Documents:
EXHIBIT A Scope of Work
Extraction for bid proposal submitted by ERO section 2: Approach to Project (pages 9-13)
Section 2. Approach to Project
ERO proposes to complete the following tasks to support COOT permitting requirements for the proposed project,
located at the access driveway for 38005 CO 82 and the intersection of CO 82 and Sage Way. ERO understands that
the proposed project will entail widening the entrance/driveway at 38005 CO 82, rebuilding the adjacent sidewalk
underpass, and implementing traffic signal improvements, and removing the access at CO 82 and Sage Way.
Scoping with COOT is necessary to determine the project area boundaries and to determine a final task list for this
project. Based on review of the project area and materials provided, ERO does not anticipate that a wetland
delineation, cultural resource pedestrian survey, or paleontological field visit will be required. If additional tasks
are required, a revised cost and scope will be submitted. Due to uncertainty regarding client needs for COOT
compliance, NEPA compliance assistance is included as an optional add -on task.
TASK 1. BIOLOGICAL RESOURCES
ERO will conduct field review to assess the project area for biological resources, including general wildlife,
federally listed T&E species habitat, Colorado state—Ilsted species habitat, migratory birds, wetlands and waters of
the U.S., and noxious weeds. Based on the field review results, ERO will prepare a brief memo describingthe
biological resources found, the regulatory requirements pertaining to these resources, and recommendations.
Assumptions
■ The project area will be determined by the client and COOT prior to any field reviews.
• After work on this contract begins, changes to the project area boundary may require changes to this
Statement of Work (SOW) and costs.
• The client will provide written permission from all landowners to access the project area.
• A noxious weed management plan will not be required.
• Based on review of existing data, a wetland delineation will not be required.
• No federally listed or state -listed T&E species habitat, or other protected species habitat, occurs In the
project area, and no presence/absence surveys will be required.
• One round of client and COOT review and revisions of the memo is included in this SOW and cost
estimate.
Agreement Professional Services Page 10
DocuSign Envelope ID: 1EA35796-83C1-4144-8A91-7F65AOF7338A
Deliverable
• Draft and final biological resources memo delivered to the client and to CDOT via email.
TASK 2. LIMITED HAZARDOUS MATERIALS ASSESSMENT- INITIAL SITE ASSESSMENT (ISA)
ERO will conduct an ISA for hazardous materials for the project area. The assessment will generally conform to
CDOT ISA requirements detailed In CDOT's Hazardous Material Guidance, dated June 2018. To complete this task,
ERO will conduct a visual inspection of the project area to document environmental concerns. ERO will document
the general site setting, such as current use(s) of the project area and adjoining properties and general
hydrogeologic and topographic features. ERO will provide a general description of structures and other
improvements and identify the following site conditions, if they are observed during the site inspection:
• The quantity, type, and storage system for hazardous substances and petroleum products in connection
with identified uses.
• Tanks, containers, drums, barrels, and other systems used for storing hazardous substances and
petroleum products not connected to Identified uses.
• Aboveground and underground storage tanks.
• Pits, ponds, lagoons, and otherfeatures potentially used for storage and/or disposal of hazardous
substances and petroleum products.
• Odors, pools of liquids, stained soils and pavement, and stressed vegetation.
• Electrical equipment potentially containing polychlorinated biphenyls (PCBs).
• Potential lead -based paint (samples may need to be taken at additional cost).
• A cursory inspection of the project area for potential asbestos -containing materials.
The following issues are specifically excluded from the ISA: radon and lead in drinking water.
ERO will also conduct a search of records and files from a variety of sources and compile information pertaining to
current and past environmental conditions. This search may include the following sources:
• Topographic, land use, and environmental resource maps.
• Aerial photographs.
• County and city records.
• State and federal databases.
Based on the information gathered during this records search and site inspection, ERO will compile the information
and findings into one detailed report that includes the site description, records review, site reconnaissance, and
conclusions. The ISA report will be submitted as a draft to the client for review and comment prior to being
submitted to CDOT.
Assumptions
• The client will obtain written permission to access the project area.
• The client will provide all required engineering plans and specifications.
• The City of Aspen will not acquire private land as part of this project.
• The project area boundary will be determined by the client and CDOT prior to any field reviews. For the
purposes of the ISA, ERO assumes that the project area boundary is within or immediately adjacent to
Agreement Professional Services Page 1 l
DocuSign Envelope ID: 1EA35796-83C1-4144-8A91-7F65AOF7338A
CDOT right-of-way at the driveway for 38005 CO 82 and the Intersection of CO 82 and Sage Way.
• After work on this contract begins, changes to the project area boundary may require changes to this
SOW and costs.
• One round of revisions for the ISA report, based on CDOT's comments, is included in this SOW, and no
other revisions will be needed.
Deliverable
Draft ISA report delivered to the client via email.
Final ISA report, including a PDF document emailed to the client.
TASK 3. ARCHAEOLOGICAL AND HISTORIC RESOURCES
ERO will conduct a file and literature review of the project area in order to produce two determination of effects
letters (one for historic resources and one for archaeological resources) under 8 Code of Colorado Regulations
1504-5. ERO understands that Metcalf Archeological Consultants, Inc. (Metcalf, Inc.), recently completed a Class III
pedestrian survey for the purposes of the housing development and potential access improvements and has
provided a report and supporting data to the City of Aspen; ERO has Included coordination time to assist the City.
ERO will use data provided in the Metcalf, Inc. report to produce the Determination of Effects letters for CDOT.
Assumptions
• ERO assumes additional pedestrian survey and an addendum to the Metcalf, Inc. survey report will not
be required.
ERO assumes the City of Aspen will provide the Metcalf, Inc. survey report.
The project does not require right-of-way or easement acquisition.
Deliverable
• Determination of Effects letters for CDOT for historic and archaeological resources.
TASK 4. PALEONTOLOGICAL RESOURCES
ERO will subcontract to Western Slope Paleontological services, Ltd. to assess the paleontological resources within
the project area and general vicinity through multiple methods that constitute a comprehensive desktop review
(review). The review will include a paleontological locality file search, a scientific literature search, assessment of
pertinent geologic maps, and consultation with the CDOT paleontologist as needed. A technical report presenting
the results of the review with mitigation recommendations (if any) will be prepared using accepted resource
assessment criteria and professional standards.
Assumption
• No paleontological localities will be found in the proposed project area or vicinity.
Deliverable
• Draft and final paleontological technical report emailed to the client and CDOT.
Agreement Professional Services Page 12
DocuSign Envelope ID: 1EA35796-83C1-4144-8A91-7F65AOF7338A
TASK S. PROJECT COORDINATION AND MANAGEMENT
Under Task 5, ERO will coordinate with the client, CDOT, and subcontractors to establish a defined project scope
and refine environmental clearance tasks. ERO will establish a project schedule and provide monthly updates to
the project team. In addition, this task includes items associated with project coordination, such as project startup
and monthly invoicing, client and agency communication, updates to project tasks and scope, health and safety
plan compliance, communication through emails and phone calls, and quality assurance. ERO will coordinate with
the client on schedules, design, and other project -related matters via telephone and email. ERO will ensure all
documents and figures are reviewed for technical and editorial accuracy.
General Assumptions
• After environmental tasks begin, changes to the project area boundary will require additional effort,
and ERO will coordinate with the client to determine whether changes in the scope or budget are
necessary.
• Cultural resource pedestrian survey, paleontological resource survey, air quality, noise, farmland
protection, scenery or visual resources,, S1340, and Section 4(f) and 6(f) clearances or analyses will not be
needed.
• No on -site or in -person meetings are included in this SOW. All project communication will take place
through emails and phone calls.
• Other than field mobilizations for survey, no field meetings or additional mobilizations will be needed.
No additional in -person meetings with the City of Aspen will be required to complete the
environmental studies discussed in this SOW.
• This SOW does not include additional work required In the event any currently unknown significant
resource is located in the project area.
• One round of revisions for all reports, based on CDOT's comments, is included in this SOW, and no
other revisions will be needed.
OPTIONAL TASK 6. NEPA COMPLIANCE SUPPORT
Because project extents and scope are uncertain, additional NEPA compliance support may be needed for this
project. ERO is providing a range of costs for this optional task, depending on the level of NEPA review and support
requested by CDOT (assistance with a CatEx or an EA). ERO assumes that an Environmental Impact Statement is
not required. Under this task, ERO will assist CDOT with completing CatEx documentation or prepare a draft and
final EA and assist with preparation of a FONSI and Decision Notice (DN). ERO also assumes 1041 compliance with
Pitkin County may be needed and will conduct 1041 compliance as part of this optional additional task.
Assumptions
• Client will provide proposed action details and information sufficient for analysis of the project.
• if site -specific analysis orstudy forscenery, noise, water, or air quality is needed, additional scope will
be requested.
• Level of effort for permit support for 1041 compliance with Pitkin County will be approximately
12 hours of support. If more effort is required, additional scope will be requested.
• If an EA is required, ERO will prepare a refined cost and scope at the clients request. The following
assumptions apply to the cost range quoted (if these assumptions are not correct, additional costs may
Agreement Professional Services Page 13
DocuSign Envelope ID: 1EA35796-83C1-4144-8A91-7F65AOF7338A
be incurred, and additional scope will be requested):
o The socio-economic and environmental justice analysis sections in the EA will be no more
than two pages and rely on the most recent census Information.
o No public meetings will be held; the EA will be distributed electronically, and the lead
federal agency or CDOTwill post the EA on their website.
o For the purposes of this cost estimate, ERG. assumes the proposed project is not
controversial, -and public comments will be limited to five substantial comments.
a Two alternatives will be evaluated; the Proposed Action, and No'Action. if additional
alternatives need to be evaluated, additional scope will.be requested.
o One round of revisions forthe draft EA to respond to CDOT's comments will be required.
o CDOT or the lead federal agency will coordinate with -additional cooperating agencies, and
assistance from ERO is not required for thattask.
Deliverable
• Draft and final EA, FON51
• 1041 permit documentation
Agreement Professional Services Page 14
DocuSign Envelope ID: 1EA35796-83C1-4144-8A91-7F65AOF7338A
EXHIBIT B Fee Schedule
Extraction for bid proposal submitted by ERO section 5: Fee Proposal and Schedule (pages
10-11)
Fee Proposal —Our proposed costto complete the project according to the approach provided above is
included below. ERO will complete Tasks 1 through 5 on a time and materials basis for a cost not to
exceed $19,,400, including expenses billed at cost plus 8 percent (see below for breakout). Including
optional Task 6, the total time and materials cost could range from $29,480 to $50,480-
Task 1. Biological Resources $6,000
Task 2_ Initial Site Assessment $6,650
Task 3_ Archaeological and Historic Resources Coordination $1,500
Task4_ Paleontological Resources $1,900
Task 5_ Pro iectCoordination and Managemrent S3.350
Total $19,400
Optional Task 6. NEPA Compliance Support S10.000to531,000
Grand Total $29,400 to $50,400
Schedule —
• CDOT coordination will occur within two weeks of Notice to Proceed (NTP) (NTP assumed to
be April 11, 2023)
o Desktop reviews (Tasks 3 and 4) will occur within four weeks of determination of project area
and needs, based on CDOT coordination.
o Field reviews will occur within six weeks of determination of the project area and needs,
based on CDOT coordination.
* Draft reports will be completed within six weeks of completion of fieldwork:
U Should additional NEPA effort be required, a schedule for this. work will be developed in
coordination with CDOT, the City of Aspen, and the project engineer.
Agreement Professional Services Page 15