HomeMy WebLinkAboutresolution.council.112-19 RESOLUTION #112
(Series of 2019)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN
AND CAROLLO ENGINEERS AUTHORIZING THE 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
consultant assistance with Aspen water integrated resource plan phase one
between the City of Aspen and Carollo Engineers a true and accurate copy of
which is attached hereto as Exhibit "A";
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ASPEN, COLORADO,
That the City Council of the City of Aspen hereby approves that Contract
for consultant assistance with Aspen water integrated resource plan phase one
between the City of Aspen and Carollo Engineers a copy of which is annexed
hereto and incorporated herein, and does hereby authorize the City Manager to
execute said agreement on behalf of the City of Aspen.
INTRODUCED, READ AND ADOPTED by the City Council of the City of
Aspen on the 22nd day of October 2019.
709o?--F�
Torre, Mayor
I, Linda Manning, 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 October 22, 2019.
(4� Ua/U"-q
Linda Manning, City Cler
S PAY
CITY OF ASPEN STANDARD FORM OF AGREEMENT v 2009 CITY OF ASPEN
PROFESSIONAL SERVICES
City of Aspen Contract No.: 20 i 9,7,9.
AGREEMENT made as of 30'x' day of September, in the year 2019.
BETWEEN the City:
Contract Amount:
The City of Aspen
c/o Sara Ott
130 South Gaicna Street Total: $76,674.00
Aspen, Colorado 81611
Phone: (970) 920-5079
If this Agreement requires the City to pay
And the Professional: an amount of money in excess of
$50,000.00 it shall not be deemed valid
until it has been approved by the City
Carollo Engineers Council of the City of Aspen.
c/o John Rehring
390 Interlocken CreSM1t, Suite City Council Approval:
800 Broomfield, CO 80021 Date: OCA 27 7019
Phone: 303-635-1220
Resolution No.:
For the Following Project:
Aspen Integrated Resource Plan Strategic Consulting Services Phase 1
Exhibits appended and made a part of this Agreement:
Exhibit A: Scope of Work.
Exhibit B: Fee Schedule.
The City and Professional agree as set forth below.
Agreement Professional Services Page 0
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 February 28, 2020 . 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. Payr ent. 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 the amount set
forth above. 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.bility. Both parties recognize that this Agreement 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 of Procurement. The sale contemplated by this Agreement may be
canceled by the City prior to acceptance by the City whenever for any reason and in its sole
discretion the City shall determine that such cancellation is in its best interests and convenience.
6. Termination of Professional Services. The Professional or the City may terminate the
Professional Services component of 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 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.
Agreement Professional Services Page 1
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, to the extent and
for an amount represented by the degree or percentage 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 wrongful 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 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 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 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 amounts,
duration, or types.
Agreement Professional Services Page 2
(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.
(i) 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 ONE
MILLION DOLLARS ($1,000,000.00) for each accident, ONE MILLION
DOLLARS ($1,000,000.00) disease - policy limit, and ONE MILLION DOLLARS
($1,000,000.00) 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 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 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 ONE
MILLION DOLLARS ($1,000,000) each claim and ONE MILLION
DOLLARS ($1,000,000) aggregate.
(c) Except Workers' Compensation and Professional Liability, 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.
Agreement Professional Services Page 3
(d) The certificate of insurance provided to 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 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 reduced in coverage 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 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 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$350,000.00 per person and $990,000 per occurrence) or any other rights,
immunities, 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 Proper-
ty/Casualty Pool. Copies of the CIRSA policies and manual are kept at the City of Aspen Risk
Management 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 or mailed by
certified mail return receipt requested to the respective persons and/or addresses listed above.
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 this contract.
Professional agrees to meet all of the requirements of City's municipal code, Section 15.04.570,
pertaining to non-discrimination in employment.
Agreement Professional Services Page 4
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 City. This Agreement shall be binding upon all parties hereto
and their respective heirs, executors, administrators, successors, and assigns. Notwithstanding
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 of the Council of the City of Aspen authorizing the Mayor (or a
duly authorized official in his absence)to execute the same.
16. Illegal Aliens—CRS 8-17.5-101 &24-76.5-101.
(a) Purpose. During the 2006 Colorado legislative session, the Legislature passed
House Bills 06-1343 (subsequently amended by HB 07-1073) and 06-1023 that added
new statutes relating to the employment of and contracting with illegal aliens. These new
laws prohibit all state agencies and political subdivisions, including the City of Aspen,
from knowingly hiring an illegal alien to perform work under a contract, or to knowingly
contract with a subcontractor who knowingly hires with an illegal alien to perform work
under the contract. The new laws also require that all contracts for services include
certain specific language as set forth in the statutes. The following terms and conditions
have been designed to comply with the requirements of this new law.
(b) Definitions. The following terms are defined in the new law and by this reference
are incorporated herein and in any contract for services entered into with the City of
Aspen.
"Basic Pilot Program" means the basic pilot employment verification program
created in Public Law 208, 104th Congress, as amended, and expanded in Public
Law 156, 108th Congress, as amended, that is administered by the United States
Department of Homeland Security.
"Public Contract for Services"means this Agreement.
"Services" means the furnishing of labor, time, or effort by a Contractor or a
subcontractor not involving the delivery of a specific end product other than
reports that are merely incidental to the required performance.
(c) By signing this document, Professional certifies and represents that at this time:
(i) Professional shall confirm the employment eligibility of all employees who are
newly hired for employment in the United States; and
Agreement Professional Services Page 5
(ii) Professional has participated or attempted to participate in the Basic Pilot
Program in order to verify that new employees are not illegal aliens.
(d) Professional hereby confirms that:
(i) Professional shall not knowingly-employ or contract new employees
without confirming the employment eligibility of all such employees hired for
employment in the United States under the Public Contract for Services.
(ii) Professional shall not enter into a contract with a subcontractor that fails to
confirm to the Professional that the subcontractor shall not knowingly hire new
employees without confirming their employment eligibility for employment in the
United States under the Public Contract for Services.
(iii) Professional has verified or has attempted to verify through participation
in the Federal Basic Pilot Program that Professional does not employ any new
employees who are not eligible for employment in the United States; and if
Professional has not been accepted into the Federal Basic Pilot Program prior to
entering into the Public Contract for Services, Professional shall forthwith apply
to participate in the Federal Basic Pilot Program and shall in writing verify such
application within five (5) days of the date of the Public Contract. Professional
shall continue to apply to participate in the Federal Basic Pilot Program and shall
in writing verify same every three (3) calendar months thereafter, until
Professional is accepted or the public contract for services has been completed,
whichever is earlier. The requirements of this section shall not be required or
effective if the Federal Basic Pilot Program is discontinued.
(iv) Professional shall not use the Basic Pilot Program procedures to undertake
pre-employment screening of job applicants while the Public Contract for
Services is being performed.
(v) If Professional obtains actual knowledge that a subcontractor performing
work under the Public Contract for Services knowingly employs or contracts with
a new employee who is an illegal alien, Professional shall:
(1) Notify such subcontractor and the City of Aspen within three days
that Professional has actual knowledge that the subcontractor has newly
employed or contracted with an illegal alien; and
(2) Terminate the subcontract with the subcontractor if within three
days of receiving the notice required pursuant to this section the
subcontractor does not cease employing or contracting with the new
employee who is an illegal alien; except that Professional shall not
terminate the Public Contract for Services with the subcontractor if during
such three days the subcontractor provides information to establish that the
subcontractor has not knowingly employed or contracted with an illegal
alien.
Agreement Professional Services Page 6
(vi) Professional shall comply with any reasonable request by the Colorado
Department of Labor and Employment made in the course of an investigation that
the Colorado Department of Labor and Employment undertakes or is undertaking
pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S.
(vii) If Professional violates any provision of the Public Contract for Services
pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City of
Aspen may terminate the Public Contract for Services. If the Public Contract for
Services is so terminated, Contractor shall be liable for actual and consequential
damages to the City of Aspen arising out of Professional's violation of Subsection
8-17.5-102, C.R.S.
(ix) If Professional operates as a sole proprietor, Professional hereby swears or
affirms under penalty of perjury that the Professional (1) is a citizen of the United
States or otherwise lawfully present in the United States pursuant to federal law,
(2) shall comply with the provisions of CRS 24-76.5-101 et seq., and (3) shall
produce one of the forms of identification required by CRS 24-76.5-103 prior to
the effective date of this Agreement.
17. Warranties Against Contingent Fees, Gratuities, Kickbacks and Conflicts of Interest.
(a) Professional warrants that no person or selling agency has been employed or
retained to solicit or secure this Contract upon an agreement or understanding for a
commission, percentage, brokerage, or contingent fee, excepting bona fide employees or
bona fide established commercial or selling agencies maintained by the Professional for
the purpose of securing business.
(b) Professional agrees not to give any employee of the City a gratuity or any offer of
employment in connection with any decision, approval, disapproval, recommendation,
preparation of any part of a program requirement or a purchase request, influencing the
content of any specification or procurement standard, rendering advice, investigation,
auditing, or in any other advisory capacity in any proceeding or application, request for
ruling, determination, claim or controversy, or other particular matter, pertaining to this
Agreement, or to any solicitation or proposal therefore.
(c) Professional represents that no official, officer, employee or representative of the
City during the term of this Agreement has or one (1) year thereafter shall have any
interest, direct or indirect, in this Agreement or the proceeds thereof, except those that
may have been disclosed at the time City Council approved the execution of this
Agreement.
(d) In addition to other remedies it may have for breach of the prohibitions against
contingent fees, gratuities, kickbacks and conflict of interest, the City shall have the right
to:
1. Cancel this Purchase Agreement without any liability by the City;
2. Debar or suspend the offending parties from being a Professional, contractor or
subcontractor under City contracts;
Agreement Professional Services Page 7
3. Deduct from the contract price or consideration, or otherwise recover, the value of
anything transferred or received by the Professional; and
4. Recover such value from the offending parties.
18. Fund Availability. Financial obligations of the City payable after the current fiscal year
are contingent upon funds for that purpose being appropriated, budgeted and otherwise made
available. If this Agreement contemplates the City utilizing state or federal funds to meet its
obligations herein, this Agreement shall be contingent upon the availability of those funds for
payment pursuant to the terms of this Agreement.
19. 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 limitations
to this understanding except those as contained herein at 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. Venue is agreed to be exclusively in the courts of Pitkin County,
Colorado.
20. Electronic Signatures and Electronic Records This Agreement and any
amendments hereto may be executed in several counterparts, each of which shall be deemed an
original, and all of which together shall constitute one agreement binding on the Parties,
notwithstanding the possible event that all Parties may not have signed the same counterpart.
Furthermore, each Party consents to the use of electronic signatures by either Party. The Scope
of Work, and any other documents requiring a signature hereunder, may be signed electronically
in the manner agreed to by the Parties. The Parties agree not to deny the legal effect or
enforceability of the Agreement solely because it is in electronic form or because an electronic
record was used in its formation. The Parties agree not to object to the admissibility of the
Agreement in the form of an electronic record, or a paper copy of an electronic documents, or a
paper copy of a document bearing an electronic signature, on the grounds that it is an electronic
record or electronic signature or that it is not in its original form or is not an original.
20. Successors and Assigns. This Agreement and all of the covenants hereof shall inure to
the benefit of and be binding upon the City and the Professional respectively and their agents,
representatives, employee, successors, assigns and legal representatives. Neither the City nor the
Agreement Professional Services Page 8
Professional shall have the right to assign, transfer or sublet its interest or obligations hereunder
without the written consent of the other party.
21. Third Parties. This Agreement does not and shall not be deemed or construed to confer
upon or grant to any third party or parties, except to parties to whom Professional or City may
assign this Agreement in accordance with the specific written permission, any right to claim
damages or to bring any suit, action or other proceeding against either the City or Professional
because of any breach hereof or because of any of the terms, covenants, agreements or conditions
herein contained.
22. Attorney's Fees. In the event that legal action is necessary to enforce any of the
provisions of this Agreement, the prevailing party shall be entitled to its costs and reasonable
attorney's fees.
23. Waiver of Presumption. This Agreement was negotiated and reviewed through the
mutual efforts of the parties hereto and the parties agree that no construction shall be made or
presumption shall arise for or against either party based on any alleged unequal status of the
parties in the negotiation, review or drafting of the Agreement.
24. Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion.
Professional certifies, by acceptance of this Agreement, that neither it nor its principals is
presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily
excluded from participation in any transaction with a Federal or State department or agency. It
further certifies that prior to submitting its Bid that it did include this clause without modification
in all lower tier transactions, solicitations, proposals, contracts and subcontracts. In the event
that Professional or any lower tier participant was unable to certify to the statement, an
explanation was attached to the Bid and was determined by the City to be satisfactory to the City.
25. Integration and Modification. This written Agreement along with all Contract
Documents shall constitute the contract between the parties and supersedes or incorporates any
prior written and oral agreements of the parties. In addition; Professional understands that no
City official or employee, other than the Mayor and City Council acting as a body at a council
meeting, has authority to enter into an Agreement or to modify the terms of the Agreement on
behalf of the City. Any such Agreement or modification to this Agreement must be in writing
and be executed by the parties hereto.
26. Authorized Representative. The undersigned representative of Professional, as an
inducement to the City to execute this Agreement, represents that he/she is an authorized
representative of Professional for the purposes of executing this Agreement and that he/she has
full and complete authority to enter into this Agreement for the terms and conditions specified
herein.
IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly
authorized officials, this Agreement of which shall be deemed an original on the date first written
above.
Agreement Professional Services Page 9
CITY OF ASPEN,COLORADO: PROFESSIONAL:
[Signature] ISignalurcJ
By: l`c� By: y��� ��h 1'J (2 R i tiG
[Name] l mel
Title: C(4 �f�, Vl��°�� Title:/,ct�l�i93; Vim' p4a,lut%N
Date: 16 2-_,—Z 1 Date: 0 /' / 9
Approved as to form:
ity Attorney's��ce
Agreement Professional Services Page 10
EXHIBIT A PROFESSIONAL SERVICES AGREEMENT
City of Aspen: Aspen Water Integrated Resource Plan Strategic Consulting Services—Phase One
Carollo Engineers, Inc.
a.Task 1 —Gap Analysis
1.1 Review Existing Materials and Plans
• Request and compile relevant studies and reports related to Aspen's existing water supply,
historical water demands,land use, and existing water facilities
• Request and compile relevant studies and reports related to Aspen's future water demand
projections, water supply and storage options.
• Review materials and compile an electronic project library of reference material.
1.2 Conduct Gap Analysis
• Prepare list of IRP project components and associated data needs.
• Identify gaps in planning or data that will be important for development of detailed IRP
planning in Phase 2.
1.3 Tabulated Summary
• Develop concise tabulation of status and conclusions of up to 10 previous water planning
documents and any identified planning/data gaps
• Prepare tabulated summary of'additional data needs and recommended studies.,
Assumptions:
• City will provide all relevant reports electronically to Carollo.
• Budgeted time includes compilation of available reports and studies and review of up to 6
reports not previously reviewed by Carollo team members.
Deliverables:
• Electronic web-based reference materials library.
• Tabular summary of status and conclusions of previous water planning and identified
planning/data gaps.
b.Task 2—Utility Staff Interviews
21 Prepare for Utility Staff Interviews
• Develop agendas and goals for 1 day of meetings with Utility staff.
• Develop draft interview questions and discuss/refine these during Webmeeting#1.
22 Conduct Utility Staff Interviews
• Meet with Utility staff in Aspen for 1 day to discuss supply options, IRP planning
process, goals, and desired outcomes.
• Solicit input from utility staff via meetings on content, goals, and priorities for Task 3 and
4 meetings with elected officials, other City departments, and Community Involvement
team.
• Initiate dialogue regarding approaches for Phase 2 community engagement, in advance of
Task 4 Community Involvement meetings.
23 Synthesize and Summarize Utility Staff Interviews
• Synthesize input received during interviews and present findings in Webmeeting#1
• Prepare summary of meetings that documents Utility goals and drivers for IRP planning,
and preliminary list of supply and storage options to be investigated in Phase 2.
Assumptions:
• One full day of meetings in Aspen.
Agreement Professional Services Page 1 I
Deliverables:
• Meeting summary including Utility vision and input, and list of long-term water supply
ideas.
c.Task 3 —City Involvement
3.1 Prepare City Involvement Strategy Ideas
• Develop ideas for City involvement during the IRP Phase 2.
• Develop key questions to be answered by elected officials and other City departments.
• Develop agendas and goals for meetings with City representatives.
• Review and discuss plans for City Involvement meetings during Webmeeting#2.
32 Conduct Workshops to Refine City Involvement Strategy
• Meet with elected officials and staff of other City departments in Aspen to solicit input on
the involvement of City staff during the IRP planning process.
3.3 Refine City Involvement Strategy
• Refine City involvement approach for Phase 2 based on input received in City
involvement workshops.
3.4 Prepare City Involvement Strategy Summary
• Develop and submit workshop summary including proposed City involvement strategy
for Phase 2.
• Review and discuss comments during Webmeeting#3 and finalize workshop summary.
Assumptions:
• One day of meetings in Aspen, held on consecutive day with Task 4 meetings.
Deliverables:
• Draft and final workshop summary including City involvement strategy.
d.Task 4—Community Involvement
4.1 Prepare Community Involvement Strategy Ideas
• Develop ideas for Community involvement during the IRP Phase 2.
• Develop key questions to be discussed with Community Relations and other City staff in
onsite meetings.
• Develop agenda and goals for meetings to discuss the draft approach for community
engagement in Phase 2.
• Review and discuss plans for upcoming Community Relations meetings during
Webmeeting#2.
42 Conduct Workshops to Refine Community Involvement Strategy
• Meet with City Community Relations staff and other City representatives to review draft
approach, further develop ideas and strategy for community engagement approach and,
discuss a strawman outreach scope of work for Phase 2.
• Hold meetings to review the strawman outreach scope and discuss specific goals, tactics,
and organizational capabilities and responsibilities for the Phase 2 outreach scope.
4.3 Refine Community Involvement Strategy
• Refine community involvement approach for Phase 2 and develop a draft scope of work
based on input received in City involvement workshops.
• Discuss revisions to draft scope of work during Webmeeting#3.
4.4 Prepare Community Involvement Strategy Summary
• Develop and submit workshop summary including proposed community involvement
Agreement Professional Services Page 12
strategy.
• Review and discuss comments during Webmeeting#3 and finalize workshop summary.
Assumptions:
• One day of meetings in Aspen, held on consecutive day with Task 3 meetings.
Deliverables:
• Draft and final workshop summary including community involvement strategy.
e.Task 5 —Develop Objectives and Goals for IRP Process
5.1 Develop Project Goals and Objectives
• Drawing on the work of preceding tasks, develop a synthesized list of potential goals for
the IRP and desired outcomes.
• Submit bulleted list of draft goals, annotated as necessary, for review and consideration
by City Utility staff.
• Review and refine Phase 2 goals and desired outcomes in Webmeeting#3.
• Submit revised description of IRP objectives and goals to City.
Assumptions:
• List of goals and outcomes will be developed based on input from previous tasks.
Deliverables:
• Draft and final list of objectives, goals, and outcomes for Phase 2 of IRP development.
f.Task 6—Develop Scope of Work for IRP
fit Develop Phase 2 Scope of Work
• Develop outline of Phase 2 tasks from previous task outcomes and Carollo team's
previous experience as the basis for developing a draft of a detailed scope of work for
Phase 2, including the Community Involvement scope from Task 4.
• Submit the draft scope for City review. Anticipated components include:
Project Goals
-IRP strategy and approach
-Data Needs
Community Outreach Goals
-Timeline
• Prepare a draft SOW outline and discuss in Webmeeting#4.
• Incorporate comments and prepare a draft version of the detailed SOW.
• Present and discuss draft SOW during Webmeeting#5.
• Revise and submit final detailed scope of work to City.
Assumptions:
• Scope will be developed based on Carollo team experience in developing IRPs, as guided
by input from previous tasks and reflecting the timeline and budget developed in Tasks 6
and 7.
Deliverables:
• Scope outline; draft and final detailed scope of work for Phase 2 of IRP development.
g.Task 7—Project Management and Meetings
7.1 Project Management Activities
• Project staffing and budget management, including subconsultant management and
coordination.
Agreement Professional Services Page 13
• Develop and submit up to five monthly progress report to accompany monthly invoices,
summarizing project activity for the reporting month and identifying any scope, schedule,
or budget issues and proposed resolution.
72 Kickoff Workshop
• Conduct a project Kickoff Workshop in Aspen. Workshop will be used to establish City
expectations, communication protocols, and review data request list. Discuss goals of
Utility staff interviews and preliminary Utility staff interview questions as part of this
workshop.
73 Project Coordination Webmeetings
• Conduct a series of five project coordination webmeetings. Preliminary focus for each
meeting includes:
i) Present Utility Staff Interview Findings
2) Refine City and Community Involvement Ideas
3) Present draft deliverables and define IRP Goals
4) Present and Discuss draft Phase 2 scope of work,budget, and schedule
5) Discuss comments on draft Phase 2 scope of work, budget, and schedule
Assumptions:
• Kickoff Workshop: One full day in Aspen for project manager plus 1 planning team
member each from Carollo and Element.
• Webmeetings: Carollo will host all Webmeetings of approximately 1 hour each.
Deliverables:
• Monthly progress reports (up to 4)
• Meeting agenda and summary for Kickoff Workshop
• Meeting agendas and summary of action and decision items for all Webmeetings
2.Project Assumptions
• Third Parties. The services to be performed by the Professional are intended solely for the
benefit of the City. No person or entity not a signatory to this Agreement shall be entitled
to rely on the Professional's performance of its services hereunder, and no right to assert a
claim against the Professional by assignment of indemnity rights or otherwise shall accrue
to a third party as a result of this Agreement or the performance of the Professional's
services hereunder.
• Standard of Care. The Professional shall complete the services required hereunder in
accordance with the prevailing engineering standard of care by exercising the skill and
ability ordinarily required of engineers performing the same or similar services, under the
same or similar circumstances, in the State of Colorado.
• City-Provided Information and Services. The City shall furnish the Professional available
studies, reports and other data pertinent to the Professional's services; obtain or authorize
the Professional to obtain or provide additional reports and data as required; furnish to the
Professional services of others required for the performance of the Professional's services
hereunder, and the Professional shall be entitled to use and rely upon all such information
and services provided by the City or others in performing the Professional's services
under this Agreement.
• Estimates and Projections. The Professional has no control over the cost of labor,
materials, equipment or services furnished by others, over the incoming water quality
and/or quantity, or over the way the City's plant and/or associated processes are operated
Agreement Professional Services Page 14
and/or maintained. Data projections and estimates are based on the Professional's opinion
based on experience and judgment. The Professional cannot and does not guarantee that
actual costs and/or quantities realized will.not vary from the data projections and
estimates prepared by the Professional and the Professional will not be liable to and/or
indemnify the City and/or any third party related to any inconsistencies between the
Professional's data projections and estimates and actual costs and/or quantities realized
by the City and/or any third party in the future.
Agreement Professional Services Page 15
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