HomeMy WebLinkAboutresolution.council.042-21 RESOLUTION NO. 4042
(Series of 2021)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO,
APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH THE UNIVERSITY
OF COLORADO AT DENVER SCHOOL OF PUBLIC AFFAIRS TO CONDUCT THE
COLORADO CERTIFIED PUBLIC MANAGER TRAINING PROGRAM AND
AUTHORIZING THE MAYOR OR CITY MANAGER TO EXECUTE SAID
AGREEMENT ON BEHALF OF THE CITY OF ASPEN, COLORADO
WHEREAS, there has been submitted to the City Council a Professional Services
Agreement with the University of Colorado at Denver School of Public Affairs to conduct the
Colorado Certified Public Manager Training Program, a true and accurate copy of which is
attached hereto.
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 the proposed Professional
Services Agreement with the University of Colorado at Denver School of Public Affairs to conduct
the Colorado Certified Public Manager Training Program, a copy of which is annexed hereto and
incorporated herein and does hereby authorize the Mayor or 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
W'Iday of 2021. 7&49---�
Torre,Mayor
1, Nicole Henning, 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 on the date hereinaboy stated.
c
Nicole Henning, City tylk
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PROFESSIONAL SERVICES AGREEMENT
THIS Agreement is between the City of Aspen ("Customer") and the Regents of the
University of Colorado, a body corporate, for and on behalf of the University of Colorado
Denver, School of Public Affairs ("CU Denver").
WHEREAS, Customer desires and intends to contract with CU Denver to obtain the
Services and Deliverables identified below; and
WHEREAS, Customer and CU Denver intend to remain in a contractual relationship for
the period described in SECTION 1I herein, so long as funding is available to both Customer and
CU Denver for this purpose.
NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set
forth and other good and valuable consideration, the receipt of which is hereby acknowledged,
Customer and CU Denver agree as follows.
I. SERVICES and DELIVERABLES
CU Denver shall provide the following Services and Deliverables to Customer:
The University of Colorado Denver School of Public Affairs (CU Denver) is the sole provider of
the Colorado Certified Public Manager (CPM) Program. This program is nationally accredited
by the National Certified Public Manager Consortium.
CU Denver will provide a customized CPM program to a group of employees of the City of
Aspen, and other government employees in the region, in a manner described in Appendix A.
Deliverables and Results. Title to Deliverables will reside in Customer. ("Deliverables"
is defined above.) Customer shall grant and hereby grants to University the transferable right to
use Results for academic, educational and research purposes. ("Results" mean any analysis, data
or information created in the performance of this Agreement.) For clarity, title to (i) the
methodology, procedures, and processes utilized in performing the Services, and, (ii) excepting
Deliverables, all intellectual property created or developed, including without limitation any
inventions and discoveries conceived or first reduced to practice, computer software, and works
developed, whether or not protectable by patent or copyright, by University in the performance
of the Services, resides and will reside in University.
II. AGREEMENT TERM. The Agreement is effective as of May 1, 2021, and terminates
on September 30, 2022, (the "Initial Term"). This Agreement may be extended beyond the
Initial Term by the written mutual agreement of both parties.
III. COMPENSATION. For the Services provided hereunder, Customer will pay CU
Denver a fixed amount of$3,000 per full CPM participant that is a City of Aspen employee, with
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a minimum of eighteen (18) participants in the cohort, for services furnished under this
Agreement.
IV. PAYMENT. CU Denver shall submit invoices to Customer on August 1, 2021 and
January 4, 2022. Said invoices will state the period for which payment is being requested.
Invoices will be sent to:
Sara Ott, City Manager
City of Aspen
130 South Galena St.
Aspen, CO 81611
Payment is due within 30 days of invoice date. Payment will include a CU Denver invoice
number. Remit to:
University of Colorado Denver
Attn: School of Public Affairs
Campus Box 142
PO Box 173364
Denver, CO 80217-3364
V. INDEPENDENT CONTRACTOR. The parties hereby acknowledge that they are
independent contractors, and nothing contained in this Agreement shall be construed or implied
to create an agency, joint venture, or partnership between the parties hereto, and neither party
shall have any authority by virtue of this Agreement to contract or otherwise act on behalf of the
other. Neither party shall represent itself as an agent of the other.
VI. WARRANTY BY CUSTOMER. Customer warrants and represents that it does not
engage in any activities prohibited by state or federal law, and that the funds being paid under
this contract are not the result of or connected to any illegal activity under state or federal law.
VII. NOTICE. Unless otherwise stated in this Agreement, all notices or other
communications shall be in writing and shall be deemed to have been given at the time of
mailing (if sent by certified mail, first-class postage prepaid), at the time transmitted (if sent by
facsimile) or at the time of delivery (if hand delivered). All notices shall be sent to the parties at
the following addresses or at such other address as either party may designate in writing:
For CU Denver: Original to: Office of Grants and Contracts
Mail Stop F428, Bldg. 500, W 1124
13001 E. 17th Place
Aurora, CO 80045
Attn: Contracts Manager
Copy to: School of Public Affairs
1380 Lawrence Street,#500
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Denver, CO 80204
Attn: Lauren Goolsby
Lauren. o, a,ucdenver.edu
For Customer: Original to: Sara Ott, City Manager
City of Aspen
130 South Galena Street
Aspen, CO 81611
(970) 920.5083
sara.ottn rtyofaspen.com
Copy to: Ron LeBlanc, Special Projects Manager
City of Aspen
130 South Galena Street
Aspen, CO 81611
(970)379-0741
ron.leblanc a,cityofaspen.com
VIII. LIABILITY AND INSURANCE
a. Each party agrees to be responsible for the negligent acts or omissions of its
employees, officers, or directors except that the University's liability is expressly limited by and
subject to the Colorado Governmental Immunity Act, C.R.S. §§ 24-10-101 et seq., and the
Eleventh Amendment to the U.S. Constitution and nothing shall be construed as a waiver of such
immunities. Customer is solely responsible for any liability arising out of Customer's use of or
reliance upon Deliverables or anything generated from the Deliverables.
b. No liability hereunder shall result to a party by reason of delay in performance
caused by force majeure, that is, circumstances beyond the reasonable control of the party,
including, without limitation, acts of God, fire, flood, war, civil unrest, or shortage of or inability
to obtain material and equipment.
C. Notwithstanding the foregoing, in no event shall either party be liable hereunder
(whether in an action in negligence, contract or tort or based on a warranty or otherwise) for loss
of profits, revenue, or loss or inaccuracy of data, or any indirect, incidental, special or
consequential damages incurred by the other party or any third party, even if the party has been
advised of the possibility of such damages, except that this limitation shall not apply to damage
to tangible property or injuries to persons, including death.
d. CU Denver warrants and represents that it self-insures for general liability
insurance in amounts greater than $1 million for the protection of itself and its employees, which
self-insurance program shall provide coverage in accordance with the limits of the Colorado
Governmental Immunity Act(C.R.S. §§ 24-10-101 through 24-10-120).
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IX. TERMINATION. Either Customer or CU Denver may terminate this Agreement at any
time by giving the other party written notice of not less than sixty (60) days. Customer shall be
responsible for all costs and any non-cancellable obligations incurred by the University up to the
date of termination. University shall return any prepayment by Customer in excess of such
sums. Payment shall be due within thirty (30) days of termination. Notwithstanding the
foregoing, CU Denver reserves the right to terminate this Agreement, with no further obligation
to provide Services, upon nonpayment by Customer of unpaid amounts owed to CU Denver
under Article IV of this Agreement. Customer's payment obligations for services previously
rendered by CU Denver shall survive the termination of this Agreement.
X. CHOICE OF LAW. Colorado law, and rules and regulations issued pursuant thereto,
shall be applied in the interpretation, execution, and enforcement of this contract. Any provision
included or incorporated herein by reference which conflicts with said laws, rules, and
regulations shall be null and void.
XI. COLORADO OPEN RECORDS ACT. Neither party shall disclose any confidential
information of the other party. Contractor acknowledges that University is subject to the
Colorado Public Records Act(C.R.S. §§ 24-72-201, et seq.).
XII. ENTIRE AGREEMENT. This Agreement contains the entire and only agreement
between the parties in respect to the subject matter. This Agreement may not be amended in any
manner except by an instrument in writing signed by the duly authorized representatives of
Customer and CU Denver. All captions and headings in this Agreement are for purposes of
convenience only and shall not affect the construction or interpretation of any of its provisions.
Any waiver by either party of any default or breach hereunder shall not constitute a waiver of
any provision of this Agreement or of any subsequent default or breach of the same or a different
kind.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of
the date set forth herein by their duly authorized representatives.
Regents of the University of Colorado,a City of Aspen
body corporate, for and on behalf of the
University of Colorado Denver School of
Public Affairs ,,vWbr.
Digitally signed by Denise Queen, Q
By: Contracts Manager.University of Colorado By:
Denver I Anschutz Medical Campus Sara Ott
Name: _Q;ita•7071 04 m 1 S•14.36-nF'nn' Name:
Title: Title: city Manager
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Date: Date: 4/28/2021 1 2:20:37 PM PDT
Federal I.D.Number: 84-6000555
Read and Acknowledged By:
School of Public Affairs
qqu+yW�Muu Mv.ra.enWorch
Lisa N VanRaemdonck.. ft-fth
By: WW202 I W301):.I Al d M'
Name: Lisa VanRaemdonck
Title: Executive Director, SPA Institute
Date: 4/20/2021
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