HomeMy WebLinkAboutresolution.council.022-04RESOLUTION
(Series of 2004)
A RESOLUTION APPROVING A CONTRACT BETWEEN THE CITY OF
ASPEN, COLORADO, AND MERRICK AND COMPANY SETTING FORTH
THE TERMS AND CONDITIONS REGARDING AERIAL FLYOVER
DIGITAL ORTHOPHOTOGRAPHY 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 Merrick and Company, 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 approveg' that contract
between the City of Aspen, Colorado, and Merrick and Company regarding
Aerial Flyover Digital Orthophotography, 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:
I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that
the foregoing is a true and accurate copy of that re~olution adopted by the City
Council of the City of Aspen,~ .~ -. Colorado, ata~!dZrc~ ~2~'/(
v_ ' at lffns7 kc ,CityCerk
AGREEMENT FOR PROFESSIONAL SERVICES
-This Agreement made and entered on the date hereinafter stated, between the CITY OF
ASPEN, Colorado, ("City") and Merrick & Company, ("Professional").
For and in consideration of the mutual covenants contained herein, the parties agree as
follows:
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 May 15, 2004. Upon request of the City, Professional. shall submit, for the
City's approval, a schedule for the performance of Professional's services which shall be adjusted as
required as the project proceeds, and which shall include allowances for periods of time required by
the City's project engineer for review and approval of submissions and for approvals of authorities
having jurisdiction over the project. This schedule, when approved by the City, shall not, except for
reasonable cause, be exceeded by the Professional.
3. Payment. In consideration of the work performed, City shall pay ProfesSional on a
time and expense basis for all WOrk performed. The hourly rotes 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 $62,474.00. 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 0fthe Professional's bill.
4. Non-Assignabiliw. 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 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 sumg~ due 9¢hich may be due to any sub-contractor.
5. Termination. The Professional 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
PS1-971.doc Page 1
termination. Upon any termination, all finished or unfinished documents, data, studies, surveys,
drawings, maps, models, photographs, reports or other material prepared by 'the Professional
pursuant to this 'Agreement shall become the property of the City. Notwithstanding the above,
Professional shall not be relieved of any liability to the City for damages sustained by the City by
virtue of any breach of this Agreement by the Professional, and the City may withhold any
payments to the Professional for the purposes of set-off until such time as the exact amount of
damages due the City from the Professional may be determined.
6. Covenant Against Contingent Fees. The Professional warrants that 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, 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. 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 paymerit 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, 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 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
PS1-971.doc Page 2
defense costs incurred bv 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 mason of its failure to procure or maintain insurance, or by reason of
its failure to procure or maintain insurance in sufficient amounts, duration, or types.
(b) Professional shall procure and maintain, and shall cause any subcontractor of the
Professional to procure and maintain, the minimum insurance coverages listed below. Such
coverages shall be procured and maintained with forms and insurance acceptable to the City. All
coverages shall be continuously maintained to cover all liability, claims, demands, and other
obligations assumed by the Professional pursuant to Section 8 above. In the case of any claims-
made policy, the necessary retroactive dates and extended reporting periods shall be procured to
maintain such continuous coverage.
(i) 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 with minimum 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 THOUS~"DOLLARS
($500,000.00) disease - each employee. Evidence of qualified self-insured status may be substituted
for the Workers' 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 ($1,000,00-
0.00) aggregate with respect to each Professional's owned, hired and non-owned vehicles
assigned to or used in performance of the Scope of Work. The policy shall contain a
severability of interests provision. If the Professional has no owned automobiles, the
PS1-971.doc Page 3
requiremems 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 ONE MILLION DOLLARS
($1,000,000) aggregate.
(c) The policy or policies required above shall be endorsed to include the City and the
City's officers and employees as additional insureds. Every policy required above shall be primary
insurance, and any insurance carried by the City, its officers or employees, or carried by or provided
through any insurance pool of the City, shall be excess and not contributory insurance to that
provided by Professional. No additional insured endorsement to the policy required above shall
contain any exclusion for bodily injury or property damage arising from completed operations. The
Professional shall be solely responsible for any deductible losses under any policy required above.
(d) The certificate of insurance provided by the City shall be completed by the
Professional's insurance agent as evidence that policies providing the required coverages, condi-
tions, and minimum limits are in full force and effect, and shall be reviewed and approved by the
City prior to commencement of the contract. No other form of certificate shall, be used. The certifi-
cate shall identify this contract and shall provide that the coverages afforded under the policies shall
not be canceled, 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 ali 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 $150,000.00
per person and $600,000 per occurrence) or any other fights, 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 Professional for inspection during normal business hours.
City makes no representations whatsoever with respect to specific coverages 'offered by CIRSA.
PS1-971.doc Page 4
City shall provide Professional reasonable notice of any changes in its membership or participation
in CIRSA.
11. Completeness of Agreement. It is expressly agreed that this agreement contains the
entire undertaking of the parties relevant to the subject matter thereof and there are no verbal or
written representations, agreements, warranties or promises pertaining to the project' matter thereof
not expressly incorporated in this writing.
12. Notice. Any written notices as called for herein may be. hand delivered to the
respective persons and/or addresses listed below or mailed by certified mail return receipt
requested, to:
City:
City Manager
City of Aspen
130 South Galena Street
Aspen, Colorado 81611
Professional:
Brian Raber, CMS
Merrick and Company_
2450 South Peoria Street
Aurora, CO 80014
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 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 o~' this Agreement can be waived except by the written consent of the City, and
forbearance or indulgence by the City in any regard whatsoever shall not constitute a waiver of any
term, covenant, or condition to be performed by Professional to which the same may apply and,
until complete performance by Professional of said term, covenant or condition, the City shall be
entitled to invoke any remedy available to it under this Agreement or by law despite any such
forbearance or indulgence.
15. Execution of Agreement by Ci _ty. This agreement shall be binding upon all parties
hereto and their respective heirs, executors, administrators, 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 authorized official in his absence) to execute the same.
16. Genei'al Terms.
PS1-971.doc Page 5
(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 c_onditions 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.
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]
ATTESTED BY:
CITY OF ASPEN, COLORADO:
Title:
Date:
PS1-971.doc Page 6
WITNESSED BY:
By:
Title:
Date:
PROFESSIONAL:
., ¢4 ~c~- ~
PS1-971.doc Page 7
EXHIBIT "A" to Professional Services Agreement
Scope of Work
The generation of color digital orthophotography and two foot contour generation for
approximately 11.56 square miles, flown at a photo scale of'l" = 250', three inch pixel
resolution. Delivery of the digital orthophotographs must be in TIFF & Mr. Sid file format.
Refer to Map 1 for the coverage area.
Target date will be early to mid-April before the trees bud and after the snowmelts. This ensures
the best quality of imagery possible.
Scope of work includes
Aerial Photography Acquistion
Ground Control Survey
Scanning and Aerial Triangulation
Orth0photos
Ortho DEM
Final Deliverables in TIFF and Mr. Sid format
Greater Aspen Area Map 1, color, 1" -- 250' photo scale, three inch pixel resolution
Two-foot contour generation (1" = 250' photo scale)
PS1-971.doc Page 8
EXHIBIT "B" to Professional Services Agreement
Rate Schedule
The Scope of Work will be competed on time for $62,474.00.
PS 1-971. doc Page 9
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272 271 262 261
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33
354
04
011
09
20
Flyover extent approximately 7,402 acres (11.56 sq. mile~)
Greater Aspen Area
I
Proposed Flyover Extent 0
January 29, 2004
2004 City of Aspcn
I
0.5 1 _.MAles
29
Map 1
PRODUCER
Van Gilder Insurance Corp.
700 Broadway, Suite 1000
Denver, CO 80203
303 837-8500
INSURED
Client#: 8148 , MERCOM
CERTIFICATE OF LIABILITY INSU NCEIDATE,.M,DO
~ 03/25/04
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE'
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW~
COVERAGES
Merrick & Company
P.O. Box 22026; 2450 S. PeOria St.
Denver, CO 80222
INSURERS AFFORDING COVERAGE
INSURERA: Ha~ford Insurance Group
iNSURER B: Security Ins Co of Hartford
INSURER C:
INSURER D:
INSURER E:
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR'I:RE PO~.iC¥ PERIOD iNDICATEDi N~TwiTHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESi~ECT T0 WHICH THiS CERTIFICATE MAY' BE isSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBjECT'T0' AFL THE T~R~ EXCLUSIONS AND COND T OHS OF SuCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
NSR POLicY EFFECTIVE PoLic~ EXPiRATioN
LTR TYPE OF INSURANCE POLICY NUMBER DATE (MM/DD/YY) DATE fMM/DD/YY) LIMITS
A GENERAL LIABILITY 34UUNRA4106 11/01/03 11/01/04 EACH OCCURRENCE $1,000,000
X COMMERCtALGENERALLIABILITY FIREDAMAGE(Anyonefire) $300,000
MHD EXP (Any one person)$10~000
PERSONAL & ADV iNJURY $1 ~000,000
GENERAL AGGREGATE $2,000,000
GEN'LAGGREGATELIMiTAPPLIESPER: PRODUCTS -COMP/OPAGG $2,000,000
~ PRO- ~ LOC
I POLICY I I JECT
A AU~TOMOBILE LIABILITY 34UENTX5483 11/01/03 11/01/04 COMBINED SINGLE LIMIT
X ANY AUTO (Fa accident) $1,000,000
ALL OWNED AUTOS
-- BODILY INJURY
SCHEDULED AUTOS (Per person) $
X HIRED AUTOS
-- BODILY INJURY
X NON-OWNED AUTOS (Per accident) $
PROPERTY DAMAGE
(Per accident) ' $
GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $
ANY AUTO
OTHER THAN EA ACC $
AUTO ONLY: AGG $
EXCESS LIABILITY EACH OCCURRENCE $
IOCCUR [~ CLAIMS MADE AGGREGATE $
$
DEDUCTIBLE $
RETENTION $ $
WC STATU- I OTH-
A WORKERS COMPENSATION AND 34WBKA2931 11/01/03 11/01/04 X TORY UM~TS ER
EMPLOYERS' LIABILITY
E.L. EACH ACCIDENT $1,000,000
E.L. DISEASE ~ EA EMPL OYEE $1,000,000
E.L. DISEASE - POLICY LIMIT $1,000,000
B OTHER Archtiects & AEE0702155 11101103 11/0t/04 $1,000,000 per claim
Engineers $1,000,000 annl aggr.
Professional Liab
DESCRIPTION OF OPERATIONSILOCATIONSIVEHICLESIEXCLU$1ON$ ADDED BY ENDORS~=~ENT/SpEciAL PRO~Si0NS
RE: Project: #2004-006 - City of Aspen Aerial Flyover: Digital O~hOPhOt0graphY'
City of Aspen is listed as an Additional Insured, under General
Liability only, in respects to their interest in work perfOrmed by the
insured as per written specified contracts.
CERTIFICATE HOLDER I I AD DITIONAL INSURED;INSURER LE'I-FER: CANCELLATION
City of Aspen
Attn: City Manager
130 south Galena Street
Aspen, CO 81611
SHOULD ANYOF TH E ABOVE D ESCRIB ED POLICIES BE CANCELLED BEFORE TH E EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TOMAIL~O DAYSWRI'FI'EN
NOTICETOTHE CER~FICATE HOLDER NAMED TOTHE LEFT~ BUTFAILURE TODOSOSHALL
IM POSE NO OB LIGATION OR LIABILITY OF ANY KIND UPON TH E INSURER~ITS AGENTs OR
REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
ACORD 25-S (7197)1 of 1 #S349S04/M328988