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HomeMy WebLinkAboutresolution.council.059-04RESOLUTION NO. Series of 2004 A RESOLUTION OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN, COLORADO, AND Aller-Lingle Archi~ect~,p;C;, AND AUTHORIZING THE CItY MANAGER TO EXECUTE SAID DOCUMEnt(S) ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a CONTRACT between the City of Aspen, Colorado and Aller-Lingle Architects P.C., a copy of which contract is annexed hereto and made a part thereof. NOW, WHEREFORE, 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 CONTRACT between the City of Aspen, Colorado, and Aller-Lingle Architects P.C., 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. 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 2004. Kathryn S. City Clerk AGREEMENT FOR PROFESSIONAL SERVICES This Agreement made and entered on the date hereinafter stated, between the CITY OF ASPEN, Colorado, ("City") and Aller-Lingle Architects P.C:, ("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 fi:om 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 September 1, 2004~ Upon request of the City, Professional shall .submit, for the City's apprOval, a schedule for the performance of Professional's services whiqh shall be adjusted as required as the projectproceeds, and which sh~l include al!owancgs for periods of time required by the City's project engineer for review and approval of submassions 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 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 $40,000.00 . Professional shall submk, 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 Pr~ofessional within ten days from receipt of the Professional's bill. 4. Non-Assignability. 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 a!gd re~ain 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 eamed after the effective date of the termination. Upon any termination, all finished or tm~Ished d°cments, data, stu&es, surveys, -971 .doc Page 1 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~e has not employed or retained any COmPany r;r~ 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 cont~gent 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 Proi~esSi0na(~ None or'he benefits provided by City to its employees including, but not iimited ~'0, W0~kers' compensatid~a inSurance and unemployment insurance, are available from City to the employees, agents or servants of Professional. Professiona[sh~!_be ~oolely 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 ind~fy City against all liability and loss in connection with, and shall assume full responsibility for payment of all federal, state and local taxes or cgntributions 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.thi. '~s ~0n~act, 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 ~[ofessional agrees to investigate, handle, respond to, and to provide defense for and defend against, any such liability, claims or demands at the sole. expense of the Professional, or at the option of the City, agrees to pay the City or reimburse the City for the defense costs incurred by the City in connection with, any such liability, claims, or demands. If it is determined by the final judgment of a court of competent jurisdiction that such injury, loss, or ~S 1-971 .doc Page 2 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 t© insure against all liability, claims, demands, and other obligations assumed by the Professional pursuant to Section 8 above. Such insurance shall be in addition to any other insurance requirements imposed by this contract or by law. The Professional shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to Section 8 above by reason of its failure to procure or maintain insurance, or by reason of its failure to procure or maintain insurance in sufficient am0~ts, 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 an~sur~,~ptable to the city. All coverages shall be conthmo~s!y maintained to cover all !~ability, 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 m. cover obligations imposed by applicable laws for any employee engaged in the performance of work under this cqn ~tract, and Employers' Liability insurance with minimum limits of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) for each accident, FIVE HUNDRED THOUSAND ($500,000.00) disease policy limit, and FIVE HUNDRED .THOUS~ ($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 comb~ed 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 minimm 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 DOLL,S, ($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 requirements of this Section shall be met by each employee ;~ ~he ~e~ion~ pr0~ding services to the City under this contract. ~S1-971 .doc Page 3 (iv) Professional Liability insurance with the minimum limits of ONE, ~MILLION DOLLARS ($1,000,000) each claim and' ONE MILLION DOL[ARS,.:($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 insur- ance, and any insurance carded by the City, its officers or employees, or carded by or provided through any insurance pool of the City, shall be excess and _not c0ntribu~0ry insurance to that provided by Professional. No additional ~wed ~ndorsemem,m 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 [orce and,~eff~gt, and shall be reviewed and approved by the City prior to commencemect .9f~ ~9~t~. ~? P~9 ~,~;~ ~,~?~!~ · · cate shall identify this 'contract and Shall provide ~thai'~ &;qerag~ ~6rde~[~der il:i~~ iS~31icies 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 comtitute .amaterial 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 ail 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 ~o~,~ity. (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 Govemmentai Imrnunity 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 unders ~tand thai .the, ~ity 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 m~_PmfeSs~onal 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. 3S 1-971 .doc Page 4 11. Completeness of Agreement. It is expressly agreed that this agreement contains the' entire undertaking of the parties relevant t6'the subject ma~er thereof and there are no verbal or written representations, agreements, warranties or promises pertaining to the project matiei:~'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 mai!edby certified mail return receipt requested, to: City: City Manager City of Aspen 130 South Galena Street Aspen, Colorado 81611 Professional: David B. Lingle Aller-Lingle Architects P.C. 712 Whalers Buiidlng B, Suite i00 Boulder, CO 80525 13. Non-Discrimination. No discrimination begaus~.~,.pf.r~ge, 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 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 notconstitute awaiver 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 City. This agreement shall be binding upon all parties hereto and their reSPectiVe heirs, e>~e'~uid~,"administrat0rs, 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. 0f.the ~Co~unqfl p~.~e?ity of Aspen authorizing the Mayor (or a duly authorized official in his absence) to execute the same. 16. General Terms. (a) It is agreed that neither this agreement nor any of its terms, provisions, conditions, representations, or coyen ~ants can be modified, changed, terminated or amend~ed, waived, superseded or extended eXCept by app~01~ri~'~'-~i~sment fUllY executed by the parties. ~S1-971.doc Page 5 (b) If any of the provisions of this agreement shall be held invalid, illegal or unenforceable it ~shall. ~g0~ aff~c[,~r~..!mPair the validity, legality or enforceability of any other provision. (c) The parties acknowledge and understand that there are no conditions or limitations to this understanding except those as contained herein at the time of the execution hereof · ' upon a writing and that after execution no alteration, change or modification shall be made 'except ~" .... ~" ~ signed by the parties. (d) This agreemem 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 9riginal on the date hereinafter written. [SIGNATURES ON FOLLOWING PAGE] ATTESTED BY: CITY OF ASPEN, COLORADO: Title: f"'_, ~ ~ ~-~x..~ Date: (.~ [Z--~ (0! PROFESSIONAL: ~S 1-971 .doc Page 6 WITNESSED BY: Title: r)ate: ~S1-971 .doc ' ~ ~ Page ADDENDUM A Castle Creek Power Plant Restoration Professional Services Agreement Page 1, Paragraph 4, Non-Asszgnability shall read: Both parties recognize that this contract is one for personal services and cannot be t~ansferred, 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 negligent 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. Page 2, Paragraph 8, Indemnification shall read: 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 negligent act, omission, error, professional error, mistake, negligence, or other fault of the Professional, any subcontractor of the Professional, or any officer, employee, representative, or agent of the Professional or of any subcontractor of the Professional, or which arises out of any workmen's compensation claim of any employee of the Professional or of any employee of any subcontractor of the Professional. The Professional agrees to investigate, handle, respond to, and to provide defense for and defend against, any such liability, claims or demands at the sole expense of the Professional, or at the option of the City, agrees to pay the City or reimburse the City for the defense costs incurred by the City in connection with, any such liability, claims, or demands. If it is determined by the final judgment of a court of competent jurisdiction that such injury, loss, or damage was caused in whole or in part by the negligent 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. Page 3, Paragraph 9, Professional's Insurance shall read: (b) Professional shall 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. Page 3, Paragraph 9, Professional's to the following limits: $100,000 each accident $1,000,000 disease limit $100,000 each employee Insurance shall be amended Page 4, Paragraph 9, Professional's Insurance, subparagraph (c) shall read: Thc policy or policies required above shall be endorsed to include the City and the City's officers and employees as additional insureds. 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 shal! be solely responsible for any deductible losses under any policy required above. EXHIBIT "A" to Professional Services Agreement The Contract is for the consultant to prepare designs, bid and construction documents, and cost estimates to complete al1 of the work outlined in the streets Shop assessment dated: April 2003, and entitled: Castle Creek Power Plant Historic Structure Assessment, and prepared by: AlleroLingle Architects P.C. Bidding and construction administration services shall be provided by a separate Contract, negotiated at the time the Project proceeds into construction. PS1-971.doc Page 8 EXHIBIT "B" to Professional Services Agreement Rate Schedule AlleroLingle Architects P.C. Principal/Proj ect Manager: Associate Architect: Sr. Project Manager/Architect: Project Architect: Interior Designer: Architectural Intern/CAD Tech. 2: Architectural Intern/CAD Tech. 1: Clerical/Administration: $11 O/hour $92/hour $85/hour $75/hour $65/hour $60/hour $50/hour $35/hour KL&A Inc. Principal: Project Engineer: Senior Detailer: Design Engineer: Engineering Intern: Detailer: CAD Drafter: Clerical: $125/hour $95/hour $75/hour $75/hour $65/hour $60/hour $50/hour $35/hour Abrahamson Engineering Inc. Principal: Professional Engineer: Engineer/Senior Designer: Draftsperson: Clerical: $90/hour $75/hour $65/hour $42/hour $42/hour Electrical Systems Consultants Inc. Principal: Project Manager: Electrical Engineer: Senior Designer: Designer: CAD Tech: Clerical: $75/hour $72/hour $68/hour $62/hour $55/hour $46/hour $30/hour PS 1-971.doc Page 9