HomeMy WebLinkAboutresolution.council.083-00 RESOLUTION NO.
OV 2000
A RESOLUTION OF THE CITY COUNCIL OF ASPEN. COLORADO, APPROVING A
SERVICE AGREEMENT BETWEEN THE CITY OF ASPEN AND PERFORMANCE
TECHNOLOGIES, INC.. AND AUTHORIZING THE CITY MANAGER TO EXECUTE
SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN
WHEREAS, there has been submitted to the City Council a contract between the City
of Aspen, Colorado and Performance Technologies, Inc.. a copy of which contract is annexed
hereto and part thereof.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF ASPEN, COLORADO.
Section One
That the City Council of the City of Aspen hereby approves that the contract between
the City of Aspen, Colorado, and Performance Technologies, Inc., regarding the Service
Contract for investigation and design of air conditioning m City Hall, a copy of which is
annexed hereto and incorporated herein, and does hereby authorize the City Manager to
execute said contract on behalf of the City of Aspen.
Dated: ~Ch~.~a,_ ~ ,2000.
{ Rachel E. Richards. ~ayor
I, Kathryn Koch, duly appointed and acting City Clerk do certify that the foregoing is a true
and accurate copy of that resol~on adopted by the City Council of the City of Aspen,
Colorado, at a meeting held ~ / ~l, ,2000.
~ - -~- ~ Kathryn S. K~th; Cit'y-Clerk
AGREEMENT FOR PROFESSIONAL SERVICES
(Under $25,000 Total Compensation)
This Agreement made and entered on the date hereinafter stated, between the CITY OF
ASPEN, Colorado, ("City") and Performance Technologies Inc("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 m this agreement shall be
completed no later than August 1, 2000. 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 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 $22,290. 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 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 agem
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 giwng notice, m writing, addressed to the other party,
PS1-971.doc Page 1
specifying the effective date of the termination. No fees shall be earned after the effective date of
the termination. Upon any termination, all finished or unfinished documents, data, studies,
surveys, drawings, maps, models, photographs, reports or other material prepared by 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 payment of all
federal, state and local taxes or contributions imposed or required under unemployment
insurance, social security and income tax law, with respect to 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
Professio~al, 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
PS1-971.doc Page 2
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 m
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 m
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
ma'mtain, 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 reqmrements imposed by this
contract or by law. The Professional shall not be relieved of any liability, clam, demands, or
other obligations assumed pursuant to Seciion 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 mimmum 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) Workmen's Compensation insurance to cover obligations imposed by
applicable laws for any employee engaged in the performance of work under this contract, and
Employers' Liability insurance with minimum limits of 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 status may be
substituted for the Workmen's Compensatio!a requirements of this paragraph.
(ii) Commercial General Liability insurance with minimum combined single
limits of two hundred and fifty thousand dollars ($250,000)each. occurrence and two
hundred and fifty thousand dollars ($250,000)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.
PS1-971.doc Page 3
(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 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 of the
Professional providing services to the City under this contract.
(iv) Professional Liability insurance with the minimum limits of two hundred
and fifty thousand dollars ($250,0000) each claim and two hundred and fifty thousand
dollars ($250,000) 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
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 thin~ (30) days
prior written notice has been g~ven 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 momes so paid by City shall be repaid by Professional
ro City upon demand, or City may offset the cost of the premiums against monies due m
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 m waive by any provismn of this contract, the monetary limitations (presently
$150,000.00 per person and $600,000 pek occurrence) or any other rights, immunities, and
PS1-971.doc Page 4
protections provided by the Colorado Governmental Immunity Act, Section 24-10-101 er seq.,
C.R.S., as from time to time amended, or otherwise available to City, its officers, or ks
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 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:
Ed Sadler. Asset Mgr. Performance Teclmologies. Inc
130 S. Galena 6851 Highway 73
Aspen CO 8 i611 Evergreen Co. 80439
(970) 920-5085 (303) 674-3853
13. Non-Discrimination. No discrim'mation 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 of this Agreement can be waived except by the written consent of
the City, and forbearance or indulgence by the City m 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 City. This agreement shall be binding upon all
parties hereto and their respective heirs, executors, administrators, successors, and assigns.
PS1-971.doc Page 5
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 ~lly 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, legalit~ or enforceability of any other
provision.
' (c) The parties acl~owledge and understand that there are no conditions or
linfi~ations to this understanding except those as contained herein at the time of the execution
hereof and that a~ter 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
fi:om 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]
PS1-971.doc Page 6
ATTESTED BY: CITY OF ASPEN, COLORADO:
Date:
PROFESSIONAL:
WITNESSED BY: ~]~d~/'~/¥/~tC~ ~-'-~ 0 f.~ {~'~* 2~-/~-'-'
Date.C/~e ~
IDS 1-971.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
EXHIBIT "B" to Professional Services Agreement
Rate Schedule
(To be completed prior to execution of Agreement~
PS1-971 .doc Page 9
PERFORMANCE TECHNOLOGIES, INC, City of As£e~
ASPEN CITY HALL
HEATING, VENTILATION, AND COOLING SYSTEM
RENOVATION ANALYSIS AND DESIGN
Performance Technologies, Inc. (PTI) proposes to analyze options for and design a HVAC
system selected by the owner including drawings and specifications for the City Hall, located in
Aspen, Colorado. The work shall include the items detailed below.
The approach involves analyzing options to provide HVAC with the emphasis on ak flow,
ventilation, and ak conditioning. The Aspen City Hall is an Historic Building originally
constructed in the 1890s. It is on the National Register of Historic Places. The building consists
of four floors including a basement. The basement was developed in 1992 and has Council
Chambers and meeting rooms. These are served by ak handling units with hot water cots and
DX cooling coils. The basement systems are apparently adequate and are not part of the scope of
work. The third floor or topmost floor is supplied with ventilation and air conditioning by two
evaporative coolers. This system is adequate for the current loads and office layout. The third
floor is not a priority for HVAC renovation. It is scheduled for office remodel in approximately
1-2 years. The first and second floors are in dire need of ventilation and cooling. These two
floors are the primary focus of this scope of work with the third floor to'be analyzed for future
work.
The historic designation of the building restricts changes to the exterior. The interior can be
modified to accommodate HVAC systems. The roof is the area where exterior changes are best
accommodated,
The scope of work involves exanzining options for supplying I-IVAC. These option shall i~clude:
roof mounted units, window AC units. Fan coil units in the triangular roof space between the 2nd
and 3rd floors. Duct routs to the interior offices and spaces. Hot and chilled water piping to the
systems, controls, chases, ventilation requirements, exhaust systems, electric and gas fired chiller
systems, and spot cooling systems. The electrical capacity of the building and the gas supply
piping capacity of the building will be examined. Special emphasis will be given to zone control
to assist in maintaining occupant comfort.
The architectural firm ofPahl, Pahl,& Pahl of Denver, Colorado is being retained as the Historic
Preservation consultant. Pal_l, Paid,& Pahl has extensive experience with historical facilities
including the Colorado Capitol, Summit County Courthouse, Bent County Courthouse, Frank E.
Moss Federal Courthouse, Norlin Libra~ CU-Boulder Campus, Denver Union Station Terminal,
Silverton Main Post Office and others. Rob Pahl specializes in historic preservation work. Rob
has worked on the Pit!dh County Courthouse in developing a 10-15 year capitol budgeting plan.
If needed Paid, Pahl,& Pahl stands ready to assist.
Aspen City Hall HI/AC Renovate'on Page I June. 2000
PERFORMANCE TECHNOLOGIES. INC. City of A*p~n
Fee Schedule: Based on the information currently available PTI estimates that the analysis and
design can be completed for the sum of $19,290 including expenses. An addirional fee of $3,000
is recommended to be set aside for the services ofPahl, Pahl,& Pahl if needed. This fee is
negotiable as the final scope of work is refined. A Personnel Assignment and Time Chart is '
included showing our estimate of hours required. A Schedule of Hourly rates is also included.
Schedule: The work can begin within one week of a signed agreement and can be completed
within five to eight weeks of receipt of a signed agreement.
Asbestos: The scope of work does not include an asbestos survey or the development of an
asbestos abatement plan.
Limitation of Liability: City of Aspen and Performance Technologies, Inc. have discussed the
risks, rewards, and benefits of the project and design professional's total fee for services. The
risks have been allocated such that the City of Aspen agrees that, to the fullest extent permitted by
the law, design professional's total liability to the City of Aspen for any and all injuries, claims,
losses, expenses, damages or claims expenses arising out of this agreement from any cause or
causes shall not exceed the total amount of $250,000.00. Such causes include but are not limited
to design professional's negligence, errors, omissions, strict liability, breach of cuntraet, and
breach of warranty.
Notices: Notices and information wiltbe addressed/mailed to:
Performance Technologies, Inc. City of Aspen Recreation Department
6851 Highway 73 130 S. Galena
Evergreen, CO 80439 Aspen, CO 81611
Phone 303-674-3853 Phone 970-920-5085
Fax 303-674-3305 Fax 970-920-
Attn: John McAllister Att_n: Ed Sadler
Payment Schedule: Invoices shall be submitted monthly, on or about the 20th day of the month
based upon work completed less 10% retalnage. Payment of the full amount of the invoice shall
be due within thirty days of submission. Penalties for late payment may be assessed at the rate of
one and one-half percent per month of the unpaid balance.
Aspen City Hall I-IVAC R~raovation Page 2 June, 2000
Performance Technologies, In~
Schedule of Hourly Rates
Pr~nop~l $85.00
Project Engineer / IAQ Specialist $75.00
Field Engineer $70.00
Project Designer $65.00
Acad DratXter $50.00
Administration $35.00