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HomeMy WebLinkAboutresolution.council.074-02 RESOLUTION NO. (SERIES OF 2002) A RESOLUTION OF THE CITY COUNCIL OF ASPEN, COLORADO, APPROVING A PROFESSIONAL SERVICE AGREEMENT BETWEEN THE CITY OF ASPEN AND DR DESIGN CORPORATION, AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENT ON BEHALF OF THE CITY OF ASPEN. WHEREAS, there has been submitted to the City Council a Professional Service Agreement between the City of Aspen, Colorado and DHM Design Corporation, a copy of which is annexed hereto and part thereof. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO. Section One That the City Council of the City of Aspen hereby approves that a Professional Service Agreement between the City of Aspen, Colorado, and DHM Design Corporation, regarding the Civic Master Plan, Phase 1II, 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. Dated: ~?' ~ ,/'~ ,2002. . __ H~c~l'en aKa~in Kq.a~rt~, ~y~r -- I, Kathryn Koch, duly appointed and acting City Clerk do certify that the foregoing is a tree and accurate copy og, ffi~t resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held ('j~L2~L-Ld~ /c~ j , 2002. Kathryn S. rocj4, Cii-y Clerk CIVIC MASTER PLAN PHASE THREE SITE PLANNING AGREEMENT FOR PROFESSIONAL SERVICES This Agreement made and entered on the date hereinafter stated, between the CITY OF ASPEN, Colorado, ("City") and DHM Design Corporation ("DHM"). For and in consideration of the mutual covenants contained herein, the parties agree as follows: i. Scope of Work. DHM 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. DHM shall commence work immediately upon receipt of a written Notice to Proceed from the City and complete all phases of the Scope of Work as expeditiously as is consistent with professional skill and care and the orderly progress of the Work in a timely manner. The parties anticipate that all work pursuant to this agreement shall be completed no later than December 2002. Upon request of the City, DHM shall submit, for the City's approval, a schedule for the performance of DHM's services which shall be adjusted as required as the project proceeds, and which shall include allowances for periods of tune required by the City's Contract Administrator 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 DHM. 3. Payment. In consideration of the work performed, City shall pay DHM on a basis for all work performed. The scope of work, rates, and products to be supplied are described in attachment "A," appended hereto. Additional services that are not identified herein shall be performed on a time a materials basis only if agreed upon by both parties. The rates for work performed by DHM shall nOt exceed those hourlY rates set forth at Exhibit "A" appended hereto. Except as otherwise mutually agreed to by the parties, the total payments made to DHM shall not initially exceed $90,000. DHM shall submit, hi 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 DHM within ten days from receipt of DHM's bill. 4. Non-Assignability. Both paW~es 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. Authorized sub-contracting shall not relieve DHM of any of the respo~sibilities or obligations under this agreement. DHM shall be and remain solely responsible to the City for the acts, errors, Omissions or neglect of any subcontractors Contract for Services: Civic Master Plan Phase Three Site Planning Page 1 C:\CivicPhaselll\Oontracts\DHM_contract doc officers, agents and employees, each of whom shall, for this purpose be deemed to be an agent or employee of DHM 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. It is understood DHM may subcontract professional services with Studio B Architects, Sopris Engineering, Loris Structural Engineering, Charlier Associates, Shaw Construction, RRC Associates, Quinby Clune, and others as warranted. Additional subcontracting may be authorized by the City's Contract Administrator. 5. Termination. DHM or the City may terminate this Agreement, without specifying the reason therefore, 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 DHM pursuant to this Agreement shall become the property of the City. Notwithstanding the above, DHM 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 DHM, and the City may withhold any payments to DHM for the purposes of set-off Until SUCh time as the exact amount of damages due the City from DHM may be determined. 6. Covenant A~ainst Contingent Fees. DHM warrants that s/he has not employed or retained any company or person, other than a bona fide employee working for DHM, to solicit or secure this contract, that s/he has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gifts or any other consideration contingent upon or resulting from the award or making of this contract. 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. DHM 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 DHM 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 DHM. 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 DHM. DHM shall be solely and entirely responsible for its acts and for the acts of DHM's agents, employees, servants and subcontractors during the performance of this contract. DHM 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 DHM and/or DHM's employees engaged in the performance of the services agreed to herein. Contract for Services: Civic Master Plan Phase Three Site Planning Page 2 C:\CivicPhaselll\Contracts\DH M_contract. doc 8. Indemnification. DHM 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, if such injury, loss, or damage is caused in whole or in part by, or is claimed to be caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, or other fault of DHM, any subcontractor of DHM, or any officer, employee, representative, or agent of DHM or of any subcontrac- tor of DHM, or which arises out of any workmen's compensation claim of any employee of DHM or of any employee of any subcontractor of DHM. DHM 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 DHM, 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 DHM for the portion of the judgment attributable to such act, omission, or other fault of the City, its officers, or employees. 9. DHM's Insurance. (a) DHM 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 DHM pursuant to Section 8 above. Such insurance shall be in addition to any other insurance requirements imposed by this contract or by law. DHM 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) DHM shall procure and maintain, and shall cause any subcontractor of DHM 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 DHM 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) Workmen'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 HUNDRED THOUSAND DOLLARS ($100,000.00) for each accident, ONE HUNDRED THOUSAND DOLLARS ($100,000.00) disease - policy limit, and ONE Contract for Services: Civic Master Plan Phase Three Site Planning Page 3 C:\CivicPhaselll\Contracts\DHM_contract.doc HUNDRED THOUSAND DOLLARS ($100,000.00) disease - each employee. Evidence of qualified self-insured status may be substituted for the Workmen's Compensation requirements of this paragraph. (ii) Commercial General Liability insurance with minimum combined single limits of ONE MILLION DOLLARS ($1,000,000.00) each occurrence and ONE MILLION DOLLARS ($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 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 DHM'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. (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 i~surance 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 DHM. No additional insured endorsement to the policy required above shall contain any exclusion for bodily injury or property damage arising from completed operations. DHM shall be solely responsible for any deductible losses under any policy required above. (d) The certificate of insurance provided by the City shall be completed by DHM'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 DHM to procure or maintain policies providing the required coverages, conditions, and minimum limits shall constitute a material breach of contract Contract for Services: Civic Master Plan Phase Three Site Planning Page 4 C:\CivicPhaselll\Contracts\PHM_contract.doc 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 DHM to City upon demand, or City may offset the cost of the premiums against monies due to DHM 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 $150,000.00 per person and $600,000 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 Property/Casualty Pool. Copies of the CIRSA policies and manual are kept at the City of Aspen Finance Department and are available to DHM for inspection during normal business hours. City makes no representations whatsoever with respect to specific coverages offered by CIRSA. City shall provide DHM 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 to the respective Contract Administrator listed below or mailed by certified mail return receipt requested, to: City: DHM Design Corporation: RE: Civic Master Plan Laura Kirk Chris Bendon, Long Range Planner Vice President City of Aspen DHM Design Corporation 130 South Galena Street 580 Main Street Aspen, Colorado 81611 Carbondale, CO 81623 13. Non-Discrimination. No discrimination because of race, color, creed, sex, marital status, affectional or sexual orientation, family responsibility, national origin, ancestry, Contract for Services: Civic Master Plan Phase Three Site Planning Page 5 C:\CivicPhaselll\Contracts\DHM_contract.doc handicap, or religion shall be made in the employment of persons to perform services under this contract. DHM agrees to meet all 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 in any regard whatsoever shall not constitute a waiver of any term, covenant, or condition to be performed by DHM to which the same may apply and, until complete performance by DHM 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 City. This agreement shall be binding upon all parties hereto and their respective heirs, executors, administrators, successors, and assigns. 16. 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 thne 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 Agreement in three copies each of which shall be deemed an original on the date hereinafter written. [SIGNATURES ON FOLLOWING PAGE] Contract for Services: Civic Master Plan Phase Three Site Planning Page 6 C:\CivicPhaselll\Contracts\DHM_contract.doc ATTESTED BY: CITY OF ASPEN, COLORADO: Date'. 711~[07Z.~ WITNESSED BY: DItM Design Corporation: Title: ~ Contract for Services: Civic Master Plan Phase Three Site Planning Page 7 C:\WIN DOWS\TEM P\DHM_contract.doc Aspen Civic Center Master Plan Phase III Client: City of Aspen Date: 7/15/02 Firm: DHM Design Corporation Revised: Itemized Summary Title Rate Hours Total DHM Design Work Scope Meetings Project Mgr./Principal $110 125 $13,750 7 COWOP Meetings StaffLa $60 $0 HPC - By others Task Sub-Total $13,750 2 Council Sessions P&Z Combined w/Council 7 Team Work Sessions 7 Additional Meetings Coordination Project Mgr./Principal $1 I0 80 $8,800 Staff`La $60 $0 Task Sub-Total $8,800 Products Conceptual Alternatives Project Mgr./Principal $110 40 $4,400 Staff La $60 64 $3,840 Task Sub-Total $8,240 Scenario Design Project Mgr./Principal $110 40 $4,400 StaffLa $60 80 $4,800 Task Sub-Total $9,200 Solutions/Implementation Project Mgr./Principal $110 40 $4,400 StaffLa $60 80 $4,800 Task Sub-Total $9,200 DHM Labor Total $49,190 Studio B Work Scope Meetings Project Mgr./Principal $100 77 $7,700 7 COWOP Meetings 1 HPC 2 Council Sessions P&Z Combined w/Council 7 Team Work Sessions Coordination Project Mgr./Principal $100 29 $2,900 Products Conceptual Alternatives Project Mgr./PrincipaI $100 72 $7,200 Scenario Design Project Mgr./Principal $100 84 $8,400 Solutions/Implementation Project Mgr./Principal $I00 64 $6,400 Studio B Labor Total $32,600 TECHNICAL CONSULTANT TEAM SCOPE Needs Assessment Work Scope Municipal Needs Assessment Review Task Sub-Total $2,500 Not to Exceed Financial Analysis Work Scope Cost Review of Alternative Scenarios Task Sub-Total $3,500 Not to Exceed Technical Consultant Labor Total $6,000 Sub-Consultant Mark-up of 4% for coordination/billing/etc. $I,544 LABOR TOTAL $89,334 OTHER TECHNICAL CONSULTANTS (under Separate contract) Structural Work Scope Traffic Consulting Work Scope Wayfinding Work Scope