Loading...
HomeMy WebLinkAboutresolution.council.064-02 RESOLUTION//(ffq- (Series of 2002) A RESOLUTION APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN, COLORADO, AND TATANKA HISTORICAL ASSOCIATES, INC. SETTING FORTH THE TERMS AND CONDITIONS REGARDING uTE CEMETERY RESTORATION PROJECT AND AUTHORIZING THE CiTY MANAGER TO EXECUTE SAID CONTRACT WHEREAS, there has been submitted to the City Council a contract between the City of Aspen, Colorado, and Tatanka Historical Associates, Incorporated, a copy of which contract is annexed hereto and made a part thereof. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO: Section 1 That the City Council of the City of Aspen hereby approves that contract between the City of Aspen, Colorado, and *** regarding ***, a copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Manager of the City of Aspen to execute said contract on behalf of the City of Aspen. Dated: _~ ~L5 [I ~'l~r~lin~landerud, Mayor I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the foregoing is a tree and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a m~tine ' '~/S'~'. --~C~ty ~f~r Koch. Clerk ACTR~M~qN'I' FOR PR~tONAT, s~,RVtCR~ This Agreement made and entered on the date hereinafter stated, between the CITY OF ASPEN, Colorado, ("City") and Tamnka Historical Associates, Inc., ("Professional"). For and in consideration of the mutual covenants contained h~rein, the parties agree as follows: l. Scope of Work Professional shall perform in a comperem 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 re 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 October 31, 2002. Upon request of the City, Professional shall subm/t. 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, xvhen approved by {he City, shall not, except for reasonable cause, be exceeded by the Professional. 3. p~yment. 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 $@0,500.00 . Professional shall submit, in timely fashion, invoices for work performed. The City shall review such invoices and, if they are considered incorrect er untimely, the City shall review the matter with Professional within ten days from receipt of the Professional' s bill. 4. Non-A~ign~hility. Both parties recognize that this contract is one for personal services and cannot be transferred, assigned, or sublet by either party without prior written consent of the other. 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 shali, 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. The Professional or the City may terminate this Agreement, without specifying the reason therefor, by giving notice, in writing, addressed to the other party, specifying the effective date of the termination. No fees shall be earned after the effective date of PS1-971.doc Page 1 the termination. Upon any termination, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, reports or other mater/al prepared by the Professional pursuant to this Agreement shalI become the property of the City. Not~vithstal~ding 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. 6. Covenant A?in~t Contin£ent Fee~. The Professional warrants thai s/he has not employed or retained any company or person, other than a bona fide employee working for the Professional, to solicit or secure this contract, that s/he has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, cormn~ssion, percentage, brokerage fee, gifts or any other consideration contingent upon or resulting from the award or making of this contract. 7. lnd?endent Contractor ,qtatn~ It is expressly acknowledged and understood by the parties that nothing contained in this agreement shall resuh in, or be construed as establishing an employment relationship. Professional shall be, tu~d shall perform as, an independent Contractor who agees to use his or her best efforts to provide the said services or~ 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 imerested 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 Ci.ty to its employees including, but not limited to, workers' compensation insurance and unemployment insurance, are available fi'om Ci.ty 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 colmection with. and shall assume full responsibility for paymen~ 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 inden2fify 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, siclmess, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are In any manner connected with this contract, if such injury, loss, or damage is caused in whole or in part by, or zs claimed to be caused in whole or in part by, the act. omission, error, professional error, mistake, negligence, or other fault of the Professional, any subcontractor of the Professional, or any officer, employee, representative, or agem 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, altd 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, PS1-971. doc Page 2 agrees to pay the City or reimburse the City for the defense costs incurred by the City in com~ection 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 dmnage 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. Prnfe~icmal'~ Inq~rance. (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 assmned 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 mnounts, duration, or types. (b) Professional shall procure and maintain, and shall cause any subcontractor of the ?rofessional m procure and maintain, the minimm,n ~nsurance coverages listed below. Such coverages shall be procured and maintained with forms and insurance acceptable to the City. Ail coverages shall be continuously maintained to cover all liability, claims, demands, and other obligations assumed by the Professional pursuant to Section 8 above. [n the case of any claims- made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. (i) Workers' Compensation insurance to cover obligations imposed by applicable laws for any employee engaged in the performance of work under this contract_ and Employers' Liability insurance Mth mimmm~ limits of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) for each accident, FIVE HUNDRED-THOUSAND DOLLARS ($500,000.00) disease policy limit, and FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) disease - each employee. Evidence of qualified self-insured stares may be substituted for the Workers' Compensation requirements of tkis paragraph. (ii) Commercial General Liability ~nsurance with mlnin~um combined single limits of ONE MILLION DOLLARS ($I,000,000.00~ each occurrence and ONE MILLION DOLLARS ($I,000,000.00) aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall contain a severability of interests provision. (iii) Comprehensive Automobile Liabili.tv insurance with minimum combined single limits for bodily injury and property damage of not less than ONE MILLION DOLLARS ($I,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 PS1-971.doc Page 3 shall contain a severability of interests provision. If the Professional has no o~vned 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 n~nimum 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 insm-ance pool of the City, shall be excess and not contributory insurance to that provided by Professional. No additional insured endorsement ro fire policy required above shall comain any exclusion for bodily injury or proper~y damage arising from completed operations. The Professional shall be solely responsible for any deductible losses under any policy required above. Id) The certificate of insm'ance provided by the City shall be completed by the Professional's insurance agent as evidence that policies providing the required coverages, condi- tions, and m/mmum limits are in full force and effect, and shall be reviewed and approved by the City prior to commencemem of the contract. No other form of certificate shall be used. The certificate shall identify this contract auld shall provide that the coverages afforded under the policies shall not be canceled, terminated or materially changed untiI 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 co~mection 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 momes due m Professional from City. If) 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 wmve or intend to waive by any provision of this contract, the monetary limitations tpresently $i50,000.00 per person and $600,000 per occurrence~ or any other rights, immm~ities, and protections provided by the Colorado Govenm~ental Immunity Act, Section 24-10-101 er seq., C.R.S., as from time m time an~ended, or otherwise available to City, its officers, or its employees. 10. City'~ ln~r~nc~. The parties hereto understand that the City is a member of the Colorado Intergovernmental Risk Sharing Agency (CIRSA) and as such participates in the PS1-971.doc Page 4 CIRSA Property/Casualty Pool. Copies of the CIRSA policies and manual are kept at the City of Aspen Finance Department and are available to Professional for inspection during normal business hours. City makes no representations whatsoever with respect to specific coverages offered by CIRSA. City shall provide Professional reasonable notice of any changes in its membership or participation in CIRSA. 11. £c~mpletene~ 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 ro the project matter thereof not expressly incorporated in tltis writing. 12. Nnfiee Any written notices as called for herein may be hand delivered to the respective persons and/or addresses listed below or mailed by certified mail return receipt requested, to: City: Professional: Steve Barwick, City Manager Ron Sladek,-President City of Aspen Tatanka Historical Associates. Inc._ [30 South Galena Street PO Box 1909 Aspen, Colorado 81611 Fort Collins, CO 80522 13. Non-Diqcriminatian. 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 ail of the requirements of City' s municipal code, Section 13-98, 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 ~n 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, antil 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. Exec.~tlnn of Agreement by City. This agreement shall be binding upon ali part/es hereto and their respective heirs, execmors, achninistrators_ successors, and assigns. Notwith- standing anything to the contrary contained herein, this agreement shall not be binding upon the City unless duly executed by the Mayor of the City of Aspen (or a duly authorized official in his absence following a Motion or Resolution of the Council of the City of Aspen authorizing the Mayor (or a duly anthorized official in his absence) to execute the stone. PS 1-971. doc Page 5 16. GenerM Term~ (a) It is agreed that neither this agreement nor any of its terms, provisions, conditions, representations or covenants can be modified, changed, terminated or m,nended, waived, superseded or extended except by appropriate written instrument fully executed by the parties. (b) If any of the provisions of this ageement shalI be held invalid, illegal or unenforceable it shall not affect or impair the validity, legality or enforceability of any other provision. (c) The parties aclmowledge and understand that there are no conditions or limitations ro this understanding except those as contained herein at the ume 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. IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly authorized officials, this Agreemem in three copies each of which shall be deemed an original on the date hereinafter written. [SIGNATURES ON FOLLOWING PAGE] PSI-97I.doc Page 6 ATTESTED BY: CITY OF ASPEN, COLORADO: . ) ~ By: Title: Date: PROFESSIONAL: WITNESSED BY: "'T',~"r~a~ te.4 C~t~-~ m~ By: Title: Date: PSl-971.doc Page EXHIBIT "A" to Professional Services Agreement Scope of Work and Project Timeline Task 1: Project Coordination During Task 1, the project team will coordinate their plan for the temporary removal and restoration of the cemetery's stonework. This will reqmre an initial visit to the site to observe conditions that will impact access, along with discussions with city planning and parks staff to coordinate the work schedule and to discuss other requirements for the successful completion of the project. One of the primary challenges presented by the project is the manner in which the stonework will be removed for transportation to the shop and later re-set at he site. Given the rolling terrain narrow trails dense foliage and lack of driveways, this will take some advance planning on the part of the project team [ogether with members Df the Parks Department. All efforts will be made to minimize impact to the vegetation and terrain at the site and the project team will work closely with the city to solve problems of access. Early in the project, following notification to proceed. Ron Sladek. Ted Ruskin. and Ron Cobb will visit Ute Cemetery to meet with city staff and assess methods for moving the stonework in and out of the site. This is expected to involve two days at the cemetery so we m~ght inspect each grave to determine the most secure methods for removal and resetting. Task 2: Removal, Restoration. and Resetting During Task 2, the project team will initiate the removal of stone monuments from the cemetery in workable and safe numbers, complete their restoration at the Greeley shop, and return the stones to the site for resetting. This will require a number of trips between Greeley and Aspen during the summer and early fall months and will be coordinated by Tee Ruskin The physical work of removal, transportation, restoration and resetting will be completed by an experienced Norman's Memorial crew under supervision of Ron Cobb. It also appears likely that a few of the stones, particularly those that are in relatively good and stable condition, will be restored Dy Norman's Memorials at the site without the need for transportation. At the Greeley shop, restoration of the stonework, will be completed under the supervision of Ron Cobb. with regular expertise and preservation oversight provided by Ron Sladek and. Ted Ruskin. With THAI based in Fort Collins just ¼ hour from Greetey, Ron Sladek will be able to visit the shop weekly to observe [he progress of the restoration and provide preservation guidance. The proximity of these locations will also allow Norman's Memorials to have Ron Sladek visit more frequently if necessary. PS1-97I.doc Page 8 Overall project oversight by THAI throughout each phase of the project will ensure that it is completed in compliance with the Secretary of the Interior's Standards. As the gravestones are restored, they will be returned to the cemetery for re-setting. Again. a crew from Norman's Memorials will prepare the ground at each gravesite and then properly re~set the headstones and footstones to modern standards so they will remain secure for many decades. Typically, this involves minor excavation for the foundation, tamping of the ground, setting of the foundation stone, setting the basestone and finally re-setting of the gravestone. Improvements to the settings will be below grade and the stonework above the grade will appear as it did historically. All of the site and shop work will be coordinated and overseen by Ron Sladek. Ted Ruskin, and Ron Cobb, combining their complimentary skills and areas of expertise. To ensure that every aspect of the project complies with historic preservation principles. Ron Sladek will provide oversight from the beginning of the project to its completion. Task 3: Documentation of Restored Stonework During the course of restoration, whether at the site of the Greeley shop, the project team will document the methods used to restore each stone. This will be accomplished through a combination of photography and written notes that will be provided to the City. n addition, at the completion of the project THAI will photograph each of the graves to provide a documentary record of their restored and re-set stonework. These photos can then be compared to those taken by THAI during the preparation of the preservation plan this past year and during the restoration process. This record will constitute a "before". "during" and "after" look at each gravestone, along with printed inform ation about how each was restored. This information can be used to meet documentation requirements of the State Historical Fund. It can also be retained by the City of Aspen as a permanent record of what was accomplished at Ute Cemetery during the course of this project. Project Timeline THAI. Ted Ruskin and Norman's Memorials are all available to commence work on the project immediately following notification from the city to oroceed. Our schedules are such that we will be able to devote the time and resources necessary to complete the project within the time frame suggested below. Because it is the largest cemetery monument company in the state, Norman's Memorials is capable of handling the work load demanded by this project. We understand that the city wishes to have the restoration completed by October 31, 2002 in time for a rededication ceremony slated for Veteran's Day. As long as delays are not encountered due to inclement weather, we expect to meet the deadline and will expend every effort to do so. PS1-971.doc Page 9 The project team is prepared to complete the project according to the following schedule, assuming that notification to proceed will be 2rovided sometime around July 1, 2002: · Early July 2002 following the Notice to Proceed Ron Sladek. Ted Ruskin. and Ron Cobb will complete Task 1 · During mid July through late October 2002. the prc.ect team will corn plete Task 2. All Task 2 work will be completed by October 31. 2002. · In November 2002. THAI will complete Task 3. the submission of labeled photographs and restoration notes. THAI, Ted Ruskin and Norman's Memorials must clearly understand that all work on this project must be completed in compliance with the RFP's scope of work. the Colorado State Historical Fund's standards, and the Secretary of the Interior's Standards. PSl-971.doc Page 10 EXHIBIT "B" to Professional Services Agreement Rate Schedule Task 1: Labor $2,280.00 Mileage $400.00 Hotel $510.00 Meals $240 ~ Subtotal $3,440.00 Task 2: Restoration Labor $49,775.00 Restoration Supplies $10,725.00 Coordination/Oversight $10,000.00 Transportation ~ 15.000. O0 Subtotal $85.500.00 Task 3: Labor $1,360.00 Film/Processing ~200 00 Subtotal ~1.560 0o Total Labor & Expenses $90,500.00 PS1-97I.doc Page 11 EXHIBIT "B" to Professional Services Agreement Rate Schedule Task 1: Labor $2,280.00 Mileage $400.00 Hotel $510.00 Meals $2.50 ho Subtotal $3.440.00 Task 2: Restoration Labor $49.775.00 Restoration Supplies $10,725.00 Coot dination/Over sight $10.000.00 Transportation ~15.000.00 Subtotal $85,500.00 Task 3: Labor $1,360.00 Film/Processing ~00 00 Subtotal ~1. 560.00 Total Labor & Expenses $90,500.00 PS1-971.doc Page 10