HomeMy WebLinkAboutresolution.council.041-04RESOLUTION NO.~t-
Series of 2004
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO,
APPROVING A CONTRACT FOR PURCHASE AND INSTALLATION OF SOUND
BAFFLING IN THE ASPEN RECREATION CENTER POOL AREA, BETWEEN THE
CITY OF ASPEN AND WESTERN NOISE CONTROL, LTD., AND AUTHORIZING
THE MAYOR OR CITY MANAGER TO EXECUTE SAID CONTRACT ON BEHALF
OF THE CITY OF ASPEN, COLORADO.
WHEREAS, there has been submitted to the City Council a Contract for purchase
and installation of a sound baffling system for the Aspen Recreation Center pool area,
between the City of Aspen and Western Noise Control, Ltd., a true and accurate copy of
which is attached hereto as Exhibit ..... A,
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY
OF ASPEN, COLORADO:
That the City Council of the City of Aspen hereby approves that Contract for
purchase and installation of a sound baffling system for the Aspen Recreation Center
pool area, between the City of Aspen and Western Noise Control, Ltd., a copy of which is
annexed hereto and incorporated herein, and does hereby authorize t he Mayor o r City
Manager to execute said agreement on behalf of the City of Aspen.
INTRODUCED, RF~ AND ADOPTED by the City Council of the City of
Aspen onthe /t9 day of~/'-./.]/~~2004~_C/~
helen K;alin rl~"der~, 1V/a~;r ~'
I, Kathryn S. Koch, 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 on the day herdil~above stated.
TLO~ saved: 5/4/2004-275-G:\tara~ResosXARC-sound baffling.doc
May 4, 2003
Please note the following change to" SCOPE OF WORK" area of this contract
IV. d. We will be responsible for the protection of mechanical, electrical and other fixtures, however we
can not be responsible for the removal of such items.
AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement made and entered on the date hereinafter stated, between the CITY OF
ASPEN, Colorado, ("City") and Western Noise Control Ltd. , ("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 November 30, 2004. Upon request of the City, Professional Shall submit,
for. the. Ci~s _ approval,...a.sche_duie -for~the ~.performance_.of Professional's services ~vhich 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. pa,~nent. In consideration of the work performed, City shall pay Professional on a
time and expense basis for all work performed. The rates for work performed by Professional shall
not exceed thoSe 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 $75,000.00.
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 of the Professional's bill.
4. Non-Assignabili _ty. 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 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 the-
PS1-971.doc Page 1
termination. Upon any termination, all iinished or unfinished documents, data, studies, surveys,
drawings, maps, models, photographs, reports or other mater~al 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 th_is 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 Citv. No
......................... agent, . employee, or.~servant~of Professionalshall he, or_.shall~.he~deemed to be,..the~mployee~ 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 1/ability 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 mx 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 Cky, 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 ar 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 by the City ha connection w/th, 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, ar 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 nor be relieved of any liability, c/aims, 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 fa/lure to procure or maintain insurance in sufficient mounts, 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 cofitinuously maintained to cover all liability, claims, demands, and other
obligations..ass .umed .by~.the~.Professiovial. Jpursuant. to~ Section..8 above~ .In the~ case-.oi~ any. claims
made policy, the necessary retroactive dates and extended reporting periods shall be procured to
maintain such continuous coverage:
O) 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 THOUSAND DOLLARS
($500,000.00) disease - each employee. Evidence of qualified self-insured stat-us may be subStituted
for the Workers' Compensation requirements of this paragraph.
(ii) Commercial General Liability insurance w/th 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 MII~LION DOLLARS ($1,000,00-
0.00) aggregate w/th 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
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
MIr,LION DOLLARS ($1,000,000) each claim and ONE MIl,LION 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 carded 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 requ/red 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 requ/red coverages, condi-
tions, and minimum limits are in full force and effect, and shall be reviewed and approved by the
-C-'ity~ prior.to.~eommeneement-of the ~eon-~ae~-No.other~f~ of certi-~icare shall be~use&...~The certifi
care 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 th/rty (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 ro 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,/mrnunities, 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 spec/tic coverages offered by C/RSA.
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 ~elevant 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 th/s 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 remm receipt
requested, to:
City:
City Manager
City o f Asp en
130 S. Galena Street
Aspen, Colorado 81611
Professional:
Izzy Gliener
Western Noise Control Ltd.
11602 - 119 Street
Edmonton, Alberta, T5G 2X7
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 tbls 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 of this Agreement can be waived except by the written consent of the City, and
forbearance or indulgence by the City in any regard whatsoever shall not constitute a waiver of any
term, covenant, or condition to be performed by Professional to which the same may apply and,
until complete performance by Professional of said term, covenant or condition, the City shall be
entitled to invoke any remedy available to it under this Agreement or by law despite any such
forbearance or indulgence.
15. Execution of Agreement by Ci _ty. This agreement shall be binding upon all pgrties
hereto and their respeCtive heirs, executors, administrators, successors, and assigns. Notwith-
standing anything to the c~ontrary 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 ~ duly authorized official in his absence) to execute the same.
16. General 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, wa/ved,
superseded or extended except by appropriate written insmm~ent fully executed by the parties.
(b) If any of the provisions ~f this agreement shall be held invalid, illegal or
unenforceable it shall not affect or impair the validity, legality or enforceability of any other
pro¼sion.
(c) The parties acknowledge and understand that there are no conditions or
limitations to this understanding except those as contained herein ar 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 officiats,-this~greement~ in'three copies each o£ which shall be deeme&an original-on
the date hereinafter written.
[SIGNATURES ON FOLLOWING PAGE]
ATTESTED BY:
By:
Date:
CITY OF ASPEN, COLORADO:
Title:
PS1-971.doc Page 6
WITNESSED BY:
By:
PROFESSIONAL:
Title:
Date:
PS1-971.doc Page 7
EXHIBIT "A" to Professional Services Agreement
Scope of Work
(To be completed prior to execution of Agreement)
PS 1-971. doc
Page 8
SCOPE OF WORK
General:
a. Installation of 800 (4' X 4' X 2") sound baffles to the ARC aquatics area.
The installation is being completed for the purpose of reducing the
Reverberation Time (RT) from approximately 16 seconds to 3.24 seconds.
Delivery:
a. Contractor shall be responsible for the delivery of 800 (4' X 4' X 2") sound
baffles in the prescribed color of choice by the City of Aspen. The sound
baffles shall be constructed of Nylon wrapped Fiberglass segments.
III.
Site Preparation:
a. Contractor shall be responsible for all ~materials, equipment, and labor
required for proper site preparation.
IV. Installation:
................ ~ .... ~tl ...... C0ntr~i~tb'f'~shall provide all necessary fhsteners and materials required to
properly secure sound baffling within the ARC aquatics area.
b. Contractor shall provide and/or secure all necessary equipment needed for
access and installation of baffling to all areas.
c. All installations shall be of manufacturer's specifications.
d. Contractor will be responsible during installation for the protection and/or
removal of any mechanical, electrical, or. other fixtures that may be
impacted by the installation process.
e. Contractor shall be solely responsible for any damage that may occur to
mechanical, electrical, or other parts of'the aquatics area due to their
negligence in installation and/or preparation of the area(s).
Mo
Clean Up:
a. Contractor shall be responsible for clean up of materials and markings
remaining due to the job performed.
0GT-19-200~ 0B:4~ FROM:
TO:S~B54441~7
P. 0~i x00i
11602- I t 9 Str~t
Edmonton, Alta., T5G 2X7
Phone: (780) 423-2119
Fax: (780) 426-0325
Toll Free: 1-800-661-7241
Www. ac. o_.u...stScs olution s. corn
e-mail [nfo'@aeou~icSOludon $.oom
VIf£STI~PtN NOIS£
CiTY OF ASPEN - PARKS & REC
From: Izzy Gliener
., Attn: TIM ANDERSON.
Phone:
zsarm eooL- Acous-ncs
~S'rA..~r-ATLON B~RE~_AKZpo? s¥ cost
Pages:
Date:
1
(91'0) 5444137
10/19/03
COST
6o,ooo
75.000
10~000
per our lelephoae convea,mdon. 1 kave tried to break-down the project into sect/ohs wifli cogm auaehed.
Bcca~ Of thc installation costs and our inabili .fy lo confirm ~ corm for man-li~s, etc. ~ have had t6
~,imate ~lation based on previous'siafilarjobs. I/rust we will not bc Ioo far out bm ~llow us some leeway here.
PORTION OF PROJECT RESULTING R,T. BY CALCULATiOnS
plus m~ll !m~nel/~ng
¢~)0 HANGING CEILING BAFFLES* 4 SECONDS
800 ...... ) ' 2.~7 SECONDS
2,~082 ,~ n ...... )
* These are the 4'x 4'x 2" baffles that hattg between the trus~e.s (_Oot-the"'Wave" baffles)
You will, no doubk, notice flint:the R'I' reductio~ becomes mu, tier with each additional un/t of absorption after tha
initial re.~ctioq, w/th 600 baffles, f'~m-the original caldulated 16 ,*z:~onds, To get 5om 3,24 seconds to 2.87 s~x>nfls
is a costlier pro~qs limn ii is lo get [rom 16 SeConds to 4 s~'x:onc~_
Please aIso note that the. second altemat/ve (800 baffles) uses almost Ihe ~me installation mst as the fi~. 600 baffles choice.
Ify0n dO 600 and them, la~¢r/dccide lo add aflothek few hundred baffles, the £mal cost will be greater because we will have
to en~ge inmtlta~on eqmpment lwke.
Hope this help,~ you[ budg¢ing procx~
Pl~tsc c-dll if you havc qucsli0ng
John,' 02:39 PM 4/23/2004, pool acoustics Page 1 of 1
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To: <tima@ci.aspen.co.us>
Subject: pool acoustics
Date: Fri, 23 Apr 2004 [4:39:16 -0600
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Tim,
As per. our conversation earlier today, we cannot guarantee an exact Rt time.
If this is.a requirement we mayb looking at costs in the 6-10 thousand
dollar range, as special equipment is required to test the facillity.
However, based upgn the industry stand.ard calculation we perform, we are
able to provide a range. With the ir~$diiC~ion o£'ttie 800 banners an
expected Rt is 3.2 - 3.65 seconds.
Should you require further details, please feel free' to contact me.
. Thanks
l:)*qr~*~rl ~'r~r Tim ~nc]ar~cm <tim~f~.ci.asr~en.co.us> 4/23/2004