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HomeMy WebLinkAboutresolution.council.132-00 RESOLUTION #132 (Series of 20tX)) A RESOLUTION APPROVI~ IG A CONTRACT BETWEEN THE CITY OF ASPEN, COLORADO, AND PBS&J SETTING FORTH THE TERMS AND CONDITIONS REGARDING A REMOTE PAR_KING STUDY AND AUTHORIZING THE CITY vIANAGER TO EXECUTE SAID CONTRACT WHEREAS, there has een submitted,to the City Council a comract between the City of Aspen, £ dorado, and PBSa~, a copy of which comract is annexed hereto and made a pa thereof. NOW, THEREFORE, IT RESOLVE]) BY THE CITY COUNCIL OF THE CITY OF ASPEN, COL 3RADO: Section 1 That the City Council oi the city of Aspen hereby approves that contract between the City of Aspen, Cc lorado, and PBS&J regarding the remote parking study, a copy of which is anne Ged hereto and incorporated herein, and does hereby authorize the City Man iger of the City of Aspen to execute said contract on behalf of the City of Aspen Dated: ~ ~,., a~fl00'~ _ I, K.athryn S. Koch, dull appointed and ac, ting City Clerk do certify that ~.the foregoing is a tree and aec~ ~ate copy of that resolution adopted by the City Council of the city of Aspen, (.olorado, 'at a meeting held ~. 5~'~, 2000. Katl~n S. Koqh, City Clerk AG .'?._J'.MENT FOR PROFESSIONAL SERVICES This Agreement m; de ~md entered on the dste hereinafter stated, between the CITY OF ASPEN. Colorado. CC ,"~ and PBS&J ("Professional For and in considm ion of:he mutual covenants contained herein, the parries agree as follows: Scope of '~ ~rk. Professional shall perform m a competent and professional manner the Scope of Worl~ as set forth at ExNbit 'A" attached hereto and by this reference race.orated herein. Completion. Prell ssionai shall commence work immediately upon recelp~ of a writlcn Notice to Proeeea i'om the City, and complete ali phases of the Scope of Work as expeditiously as is consiste ~t with professional skill zmd :are and the orderly progress of the Work in a timely ma~r. 'I ne ~arties anticipate that all work pursuant to this agreomem shall be completed no later &an Februa~, 2g, 2001. Upon request of the City, Professional shal[ submit, for the City's appz )vol. a schedule for the performance of Professional's semces which shall be adjusted ~ required as the projezt proceeds, and wNch shall include allowances for periods oft5 ne required by the City's project engineer for review and approval of submissions and for apl ~rovals of authorities having jurisdiction over the project. This schedule, when approved ' the City, sha/l not, except for reasonable cause, be exceeded by the Professional. ' 2. Pamen_t. consideration of the work performed, City shall pay Professional ~2,040,00. Professional sl: ~I submit, in timely fashion, invoices for work performed. The City. shall review such inw ices and, if they are considered incorrect or untimely, tho City shall review the rnat~r w Pmfesalonal within ten days from receipt of the Professional's billing, the City understan, ag of the disposition of the issue. Professional's invoice shall be for the period ending the 2 ~th day of each mouth. The invoice should be received by the City's project cng/neet no 1~ = than the Ist of each mon~. 3. ~ ~. Both parties recognize that this eomract is one for personal services and canno 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 responsihilitie or obligations under thi~; agreement. Professional shall be and remain solely responsible 1) the City for the acts, errors, om/ssions or neglect of any subcontractors officers, age xts and employees, each of whom shall, for this purpose be deemed to be an agent or ~ [ployee of the Professiomd to the extent of the subcontract. The City shall not be obligated tc pay or be liable for payment of any sums due wh ch may be due to any sub-contractor. 4. Termination. The Professional or the City may terminate this Agreemem. without specifying the reuse a therefor, by giving notice, in v~iling, addressed to the other pat's', spec~.fying the effect//e date of the terminadom No fees shall be earned after ~he effective date of the terminat on. Upon any termination, ail finished or unfinished documents, data. stodics, surveys: dr~ wings, maps, models, ]photographs, reports or other material prepared by the Pmfessio: ~al shall become the prope~~ of the City. Notwithstanding the above, Professional shall n. ,t be relieved of any liabilit5 to the City for damages sustained by the City. by virtue of any ~reach of this Agreement by the Professional. and the City may withhold any payments to he Professional for the purposes of set-off until such time as the exact amount of damages d ~e the City from the ProfessianaI may be determined. 5. Covenant 3 ~ainst Contineent Fees. the Professional warrants ~at s/he has not eroployed or retained a ~y company or person, other than a bona fide employee working for the Professional. to soli :it or secure this contract, that s&e has not paid or agreed to pay any company or person, or ter than a bona fide employee, any fee, commission, percentage, brokerage fee, gifts or any ( thor consideration eommgero upon or resulting from the award or making of this contract. 6. Independent Con~ctor Stares It ts expressly acknowledged and understood by the purees that nothing contained in this agreeatent shall result in. or be construed as establishing an employmett relationslap. Professional shall be, and shall perform as. ~ independent Contractor wh, ~ agrees to u~e his or her best efforts to provide the said services on behalf of the City. No ~ent, employee, or servant of Professional shall be, or shall be deemed to be, the employee agent or servant of the City. City is interested orgy in the results obtained under th/s eontrac The manner and means of conducting the work are under the sole control of ProfessionNone of the benefi]rs provided by City to its employees including, but not limited to, workers' compensation insur~ce and unemployment insurance. are available from Ci~ to he employees, agents or servants of Professional. Professional fimll ~e solely and entirely responsible for its acts and for the acts of Pro£¢ssional's agenu, employees, servants and suIr contractors during the performance of this contract. Professtonal shall indernnif,/City agalm all liability and loss aa connection with. and shall assume full responsibility for payment ~f ail federal, state and local rexes or contributions imposed or required under uneraploym~ at insurance, social ~eeurity and income tax law, with respect to Professional and/or Profess onal's employees engaged in the performance of the services aD'ced to herein. 7 Indemnificati an. Professional agrees to indan'mify and hold harmless the City, its officers, employees, inst rets, and ~lf-insurance pool, from and against all liability, on account of injury, loss, or da huge, including bodily injury, personal injuu, sickness, disease, death, property loss or damn ge, if tach injury, loss, or damage is caused by the negligent am, error, or mission of the Pmfe ~sional. 8. Pmfe~i0nal'~ Insurance. (a) Professional agree~ m procure and maimain, at its own expense, a policy or ~olicies of insurance anttlciem to insure against all liability, and other obligations assumed b~ the Professional pursuant to Section 7 above. Such insurance shall be in addition to any o2 her insurance requirements imposed by this contract or by taw The Professional shall not b~ relieved of any liability, or other obligations assumed pursuant to Section 5 above ~ reason of its failure to procure or maintain insurance, or by reason of its Iai/ute to procure or malntair insurance in sufficient amounts, duration, or types. (b) Professional sh~ 11 procure and maintmn, and shall cause any subcontractor of the Professional to procure am main~n, the minimum insurance covemge's listed below Such coverage's shall be procare ~ and maintained with ~'otms and insurance acceptable to the City. All coverage's shall be en~ tinuously maintained to cover all liability, and other obligations assumed by the Profession il ?,~suam to Section 8 above. In the case of any claims-made policy, the necessary retr~ ctb¢ dates and extendet reporting periods shall be procured to maintain such continuous c, ,verage. ti) War, men's Compensation insurance to cover obligations imposed by applicable laws for any em ~loyee engaged in the performance of work under this contract, and Employers' Liability in,, urance with minimum iimrs of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00.) br each accidem, FIVE HL~DRED THOUSAND DOLLARS ($500,000.00) disease - p )licy limit, and FIVE HUNDP, ED THOUSAND DOLLAP, S ($500,000.00) disease - ca, ,h employee. Evidence of qualified self-insured ~tatus may b~ substituted for the Workme~ s Compensation requirements of this paragraph. (ii) Com~ 7ercia! General £iabitiO~ insurance with minimum combined single lira/ts of ON MILLION DOLLARS ($1,000,000.00) each occurrence and ONE MILLION ]~OLI.,~,~S ($1,000,000.00) aggregate. The policy shall be applicable to all pren .ises and operattons, The .~olicy shall include coverage for bodily injur.y, broad form p, ~pcny damage (including completed operations), personal injury (including coverage for con~acmaI and employee acts), blanket contractual, independent conlract )rs, products, and compleX:ed o~mtions. The policy shall contain a severabili/y of inter ~sts provision. (iii) Cam 'ehensi~e A~tomobite Liability insurance with minimum combined ~ingle lln .s for bodily injury and property damage of not less than ONE MILLION DOLL,~ .S ($1,000,000.00) each occurrence md ONE MILLION DOLLARS ($1,00~ 00.00) aggregate with respect m each Professional's owned, hired and non..owneo vehicles asal~ed ~o or used tn performance of the Scope of Work. The policy sba I contain a severability o .... f interests prov~s, on. If the ProfesstonaI bas no owned aurora ~biles, the requirements of this Section shall be met by each employee of thc Profe ~sional providing services to the City under this contract. (iv) Profes. ional Liability insurance with the m/n/mum limits of ONE MILLION DOLLARI ($1,000,000) each claim and ONE MILLION DOLLARS ($1,000,000) aggregat, (c) The policy or policies req ired above shall be endorsed to include the City and the City's offic~'s and employees as additional k'mured eXCel~ for workers' compensation and professional liability, coverage s. Every policy required above shall be primary insurance and any insurance carried by the C fy, 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 b~ Professional. No additional insured endorsement ~o the policy required above ~hal] contain any exclusion for bodily i~m'y o~ property damage arising from completed operations. Thc Professional shall be solel~ mspunsib.le for any deductible losses under any policy required above. , (d) The certificat~ of insurance provided by the City shall be completed by Professional's insurance a~ ent as evidence that po]:icies providing r.~ required coverages, conditions, and minimum limits are in t~ll force and effect, and shall be review'cd and approved by the City priol to commencement of die contract. No other form of certificate shall be used. The c~dfica :e shall identify this commct and shall provide that the coverages afforded under the policies, shall not be cancelled, tom, inured or materially changed until at least thirty (30) days prior ~ ~'itten notice has been given to the City. (e) Failure on the >art o£the Professional to procure or raaln~n policies providing the required coverages, cot ditions, and minimum limits shall constitute a material breach of contract upon w~ch Ciw nay immediately cermln~xe this comram, or at its discretion City may procure or renew any ',uch policy or any e~enc~ed reporting period thereto and may pay an), and all premiums m cc mection therewith, and all mon~es so paid by City ~1l be repaid by Profe.~ional to City up m demand, or City may offset the cost of the premiums against monies due to Professions' fi'om City. (f) City reserves e right to request and receive a certified copy of any insurance certificate and any endors~ merit thereto. Under circumstances whereby the policy does not become a public documem md the City guarantees iu coafldentialig,'. (g) The parties here ~ understand and agree tl'm City is r~lying on, and does not waive or ir, tend to waive by aa! provision of this contract, the monetary limitations (presently $150,000.00 per person a~ t $600,000 per occurrence) or any other rights, immunities, and protections provided by tl' Colorado Governmental Immunity Act. Section 24-10-101 et seq., C.R.S., as from time ~ time mended, or otherwise available to City, its officers, or ~ts employees. 9. Cit,/s Insur~ neq. The parties hereto *~mderstsnd that the City i~ a member of th~ Colorado Intergovemm ,~ntai Risk Sh~ng Agency (CIP, SA) and as such participates in the CIRSA Property/CasUa ~ Pool. Copies of the C.~{S^ policies and manual are kept at the City of Aspen Finance De artment and are available to Professional for inspection during aormal business hours. Ci~ / makes no representations whatsoever with respec~ to specific ooverages offered by CIR gA. City shall provide Professional reasonable notice of any changes in its membership ~r participation in CIRSA I0. Comnletene ~s of A~ecment. It is expressly agreed that this agreemem contains the entir~ under'~ lng of the parties relevant to the subject matter thereof and there a~ no verbal or written r~ 'esentations, agreements, wan'antics or promises pertaining to the project matter thereof not e. xessly incorporated in ti'tis writing. 11. N~. Any written notices as called for herein may be hand delivcred to the respecuve persons md/or a ldresscs listed below or mailed by certified mai return receipt r~uast~, City: Pmfessionfl: StepMn H. B~vick. City M~agcr David Mill~, ~oj~t Manager Ci~ of AS~n PBS&I 130 Sou~ G~ena St 'eet 5500 Greenw~d P}~ Blvd. Suite 150 Assn. Colorado 81 11 ~ngl~ood, Colorado 80111 12. Non-Discrim nation; penalty. No discrimination because of race. color, creed. sex. marital status, affectio~ al or sexual orientation, family responsibility, national origin, ancestry, handicap, or mlig on shall be made in the employment of persons ;o perform sep,'iees under this contract. Professional agr~s to meet all of the requirements of City's municipal code, Section 13d 8, pertaining to non-discrimination in employment. 13. Waiver. The ;vaiver by the City of arty term, covenant, or condition hereof shall not operate as a waive: of any subsequent broach of the same or any other term. No term, covenant, or conditior of this Agreement can be wa/veal except by the written consent of the City, and forbcaram or indulgence by the City m any regard whatsoever shall not constitute a waiver of any ma, covenant, or condition m be performed by Professional to which the same may appl,~ md, tm/il complete performance by Professional of said tern'., covenam or condition, the Ctty shall b~ entitled to invoke any remedy available to it under this Agreement or by law d, :spite any such forbearance or indulgence. Any waiver by the Professional does not operate as a waiver to a subsequent breach, ' 14, Execution of '~:ement b¥,.,¢i~,. Thi~ agzeemant shall be binding upon ail parties h~mto and their resl~ ctive helm executors, adminkm'atom, successors, and assigns. Notwithstanding anything a: the conu'a.qj contained herein, this agreement shall not be binding upon the City unles,, duly executed by the Mayor of the City of Aspen (or a duly authorized official in his nbs :nee) following a Motion or Resolution of the Council of the City of Aspen authorizing the Mayor (or a duly author/z~d official in his absence) to execute the same. 15. General Term (a) Itisa ~ed that neither this agreen~ent nor any of its lem,s, pmvismns, conditions, representations covenants can be modified, changed, terminated or m'nended, waived, superseded or exten¢ ~'d except by appropriate written instrument fully executed by the parties. Co) tf any { f the provisions of this a~cement shall Dc held invalid, illegal or uncanforcemble it shall not ~f'ect or impmr the validity, legality or enforceability of any other provision. (c) The i tries acknowledge and understand that there are no conditions or limitations to ~s ~de: standing except those as ,'ontained herein at the time of the execution hereof and that a£ er exeeuuon no alteration, change or modification shall be m-*de except upon a writing signe~ by the panics. (d) This reement sha~l be governed by the laws of ~he State of Colorado as fi.om time IO drne in effec 1N WI'I~NESS WHEREOF. ~e parties hereto have executed, or caused m be executed by their duiy authorized official s, this Agreement in three copies each of which shall be deemed ~ original on the date heren after wrinen. ATTESTED BY: CITY OF ASPEN. COLORADO: