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RESOLUTION NO. ~~ ~
(Series of 1999)
A RESOLUTION GRANTING THE PROFESSIONAL SERVICES AGREEMENTS TO
ENGINEEING CONSULTANTS FOR THE CITY'S DESIGN AND FIELD ENGINEERlNG
WORK, AND AutHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENTS
ON BEHALF OF THE CITY OF ASPEN
WHEREAS, there has been submitted to the City Council professional services agreement
for six (6) consultants for various engineering disciplines including street & transportation, drainage
and flood control, water and wastewater, geodetic engineering, structural engineering, and
construction management.
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 the contract between the City of
Aspen, Colorado, and selected consultants, a list of their names and phone numbers of which is
~, annexed hereto and incorporated herein, and does hereby authorize the City Manager to execute said
agreements for on-call engineering services on behalf of the City of Aspen.
Dated: ~ S ,1999.
I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the foregoing is a true and
accurate copy of at resolut~ adopted by the City Council of the City of Aspen, Colorado, at a
meeting held /0, 1999.
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, Kathryn S. Kif, ity Clerk -
,,-,..
RES-9904
TO:
THRU:
FROM:
DATE:
Mayor and City Council Members
Amy Margerum, City Manager
Nick Adeh, City Engi~
May 5, 1999
On-Call Engineering Services for Design & Construction Management Work
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Memorandum
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Reference:
SUMMARY: We have advertised and interviewed several consulting engineering firms who provide
professional engineering services in all aspects of municipal design and construction practices., Our
needs are in the following disciplines:
1. Street, transportation and traffic
2. Drainage and flood control
3. Water and wastewater
4. Geodetic Services (Land surveys)
5. Structural Engineering
6. Construction Management
I have attached a matrix sheet listing the consultants and the respective practice disciplines that they will
r-- be expected to perform. Each consulting firm will be retained to perform under individual agreement.
The agreement is intended for on-call services with $0.00 commitment until a project is identified. This
practice is similar to our past agreement terms and conditions approved by the City Council in 1996.
DISCUSSION: These agreements stem from the needs of various City departments planning and
implementing capital improvement projects where professional engineering services are requirement to
produce construction drawings and bid docmnent,s and to save staff time and resources by avoiding
countless RFP efforts for individual projects.
I recommend award of professional service contracts to these firms in order to allow the City to
implement its projects professionally and with consistent quality.
FINANCIAL IMPLICATION: This project has no financial impact on the 1999 Asset Management
Plan and no funds are requested.
CITY MANAGER COMMENTS:
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pc: Ed Sadler, Asset Manager
Ross Soderstrom Project Engineer
AWRD99-4
1999 CONSULTANT SELECTION
Apri129, 1999
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CONSULTANT DISCIPLINE
LONCO: Brenden Kelly or Steve Banks @ Transportation Design
303/620-0098 Structural Design
Construction Management Services
LORIS: Pete Loris or Betsy @ 303/444-2073 Transportation
Structural Design
Construction Management Services
WRC: Andy Andrews@303/757-8513 Drainage Design
Construction ManagementServices
McLaughlin: Ran McLaughlin @303/458-5550 Water
Wastewater
Construction Management Services
SGM: Dean Gordon @ 970/945-1004 Surveying
Construction Management Services
Sopris Engineering: Yancy Nickel or Mark Geodedic Services (Land Surveying)
Beckler @ 970/704-0311 Construction Management Services
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CONSULT.SELECI1ON.990Z.DOC
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AGREEMENT FOR PROFESSIONAL SERVICES
(Under $25,000 Total Compensation Per Project)
This Agreement made and entered on the date hereinafter stated, between the CITY OF
ASPEN, Colorado, ("City") and . ("Professional").
For and in consideration of the mutual covenants contained herein, the parties agree as follows:
I. 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, Comtlletion. 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 ski1l and care and the orderly progress of the W orle in a timely
manner. The parties anticipate that all work pursuant to this agreement shall be completed no later than
. 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.
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3, Payment. In consideration of the worle 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
$0.00 . 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-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 respol1Sl'bilities
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 payor be liable for payment of any sums due which
may be dOe to any sub-contractor.
5, Tennination. The Professional or the City may tenninate this Agreement,
without specifying the reason therefor, by giving notice, in writing, addressed to the other party,
specifYing the effective date of the tennination. No fees shall be earned after the effective date of the
/""". termination. Upon any termination, all finished or unfinished documents, data, studies, surveys,
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~ 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 Ag:tinst Contingent Fees. The Professional warrants that slhe 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 slhe 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.
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. 7. Independent Contractor Status. It is expressly acknowledged and understood
by the parties that nothing contained in this agreement shalI result in, or be construed as establishing an
employment relationship. Professional shall be, and shalI perfonn 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 shalI be solely and entirely respollSlble 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 shalI assume full responsibility for
payment of all federal, state and local taxes or contnbutions 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.
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8. Indemnification. Professional agrees to indemnify and hold hannless the City,
its officers, employees, insurers, imd self-insurance pool, from imd against all liability, claims, and
demands, on account of iI1jwy, loss, or damage, including without limitation claims arising from bodily
iI1jwy, personal injwy, 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 injwy, 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 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 iI1jwy, loss, or damage was caused in whole or in part by the
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/'-\ 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 attnbutable 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 aily 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) 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.
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(i) Workmen's Compensation insurance to cover obligations imposed by
applicable laws for any employee engaged in the peIformance of work under this contract, and
Employers'Liability insurance with minimum limits of FIVE HUNDRED TIIOUSAND DOllARS
($500,000.00) for each accident, FIVE HUNDRED TIIOUSAND DOllARS ($500,000.00) disease
- policy limit, and FIVE HUNDRED TIIOUSAND DOllARS ($500,000.00) 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 shal1 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
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(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 Professional's owned, hired and non-owned vehicles assigned to or used in
peIformance 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 of the Professional providing services to the City under this contract.
PSl-971.doc
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0,
(iv)
DOLLARS
aggregate.
Professional Dahility insurance with the minimum limits of ONE MILLION
($1,000,000) each claim and ONE MILLION DOLLARS ($1,000,000)
(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 sball be primary insurance,
and any insurance canied by the City, its officers or employees, or canied by or provided through any
insurance pool of the City, shall be excess and not contnlmtory insurance to that provided by
Professional. No additional insured endorsement to the policy required above shall contain any
exclusion for bodily injury or property cianlage arising from completed operations. The Professional
sball be solely responstble 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, conditions, and minimum
limits are in full force and effect, and shall be reviewed and approved by the City prior to
conunencement 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.
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(e) Failure on the part of the Professional to procure or maintain policies providing the
required coverages, conditions, and minimum 1imits 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 sball 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 rights, immunities, and protections provided by the
Colorado Governmental Immunity Act, Section 24-10-101 et seq., C.RS., 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 City sball
provide Professional reasonable notice of any changes in its membership or participation in CIRSA
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,~ 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:
Amy Margerum, City Manager
City of Aspen
130 South Galena Street
Aspen, Colorado 81611
Professional:
Street Address
City, State & Zip Code
13. Non-Discrimination. No discrimination because of race,color, creed, sex,
marital status, affectional or sexual orientation, family responsibility, national origin, ancestIy, 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 numicipal code, Section 13-98, pertaining
to non-discrimination in employment.
.r--., 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 tenn. 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 tenn; 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, 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
r'-, limitations to this understanding except those as contained herein at the time of the execution hereof
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:0 and that after execution no alteration, change or modification shall, be made except upon a writing
signed by the parties.
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(d) . This agreement shall be governed by the laws of the State of Colorado as from
time to time in eJfect.
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.
ATTESTED BY:
By:
CITY OF ASPEN, COLORADO:
Trtle:
PROFESSIONAL:
Trtle:
Date:
WITNESSED BY:
By:
Date:
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EXBlBIT "A" to ProCessional Services Agreement
Scope of Work
(To be completed prior to execution of Agreement)
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EXHIBIT "B" to Professional Services Agreement
Rate Schedule
(To be completed prior to execution of Agreement)
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