HomeMy WebLinkAboutresolution.council.037-21 RESOLUTION #037
(Series of 2021)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF ASPEN AND SEGAL COMPANY AUTHORIZING
THE 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 to complete a compensation and classification study, between
the City of Aspen and Segal Company, 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
Professional Services Agreement to complete a compensation and classification
study, between the City of Aspen and Segal Company, 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 11 to day of May 2021.
20K==
Torre, Mayor
I, 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, May 11, 2021.
Nicole Henning, City Clerk
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Attachment A r,
p
CITY OF ASPEN STANDARD FORM OF AGREEMENT CITY OF ASPEN
PROFESSIONAL SERVICES
City of Aspen Contract No.: 2021-030
AGREEMENT made as of 26 day of April, in the year 2021.
BETWEEN the City:
Contract Amount:
The City of Aspen
c/o Alissa Farrell
130 South Galena Street Total: $90,000
Aspen, Colorado 81611
Phone: (970)920-5079
If this Agreement requires the City to pay an
And the Professional: amount of money in excess of
$50,000.00 it shall not be deemed valid
Segal until it has been approved by the City
c/o Patrick Bracken Council of the City of Aspen.
1800 M Street Nw City Council Approval:
Washington,District of Columbia,20036
Phone: 202.833.6452 Date:
Resolution No.:
For the Following Project:
Compensation and Classification Study
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.
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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 December 31 2021. 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 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. 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.
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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.
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(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 TWO MILLION DOLLARS
($2,000,000.00) 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 TWO
MILLION DOLLARS ($2,000,000.00) 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 TWO MILLION DOLLARS
($2,000,000.00)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 TWO MILLION DOLLARS
($2,000,000)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.
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(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 materially changed 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.
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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
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(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.
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(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.
(viii) 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;
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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
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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.
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CITY OF AS>9j',�,9R.LORADO: P�OF&S�,IONAL:
cJActi ra.o.�E pdyi& brgku4l
[Signature] . i ature]
By:
Sara Ott By: Patrick Bracken
[Name] [Name]
Title: city Manager Title: vice President
Date: 5/12/2021 1 1:39:38 PM PDT Date: 4/27/2021 1 6:59:16 AM MDT
Approved as to form:
(City Attomey's Office
i
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EXHIBIT A PROFESSIONAL SERVICES AGREEMENT
Project Phases
Project Initiation
Assumes we Will be on-site one(1)day to meet or meet via video-conference with the
City's Project Team and uaTize information collected from the stakeholder interviews
conducted as part of the Compensation Philosophy project,as well as time associated
with learning about the City's current compensation and classification structures,
policies,and practices.Discuss options for the employee communication plan.
Phase 1:Classification System
Assumes the following:
• Analyze 220 current job titles covering 320 employees
• Conduct employee interviews,as needed,via video-conference(assumes up to 25
hours of interview time)
• Apply Segal Evaluator"'Approach(Internal Equity)
• Develop and Document a Recommended Classification Structure
+ Recommend Individual Position Assignments to Classifications
• Develop Recommendations for Career Ladders
• Conduct Compression Analysis
• Implementation and Communication Plan
Phase 2:Pay Equity Analysis(Optional—S ee Below)
Phase 3:Salary Market Assessment
Assumes the following:
• Collect and analyze salary data from up to five(5)published data sources for
approximately 100 benchmark job titles
• Develop pay schedule(s)to cover all jobs covered by the study
• Recommend grade assignments for all job titles covered by the study
• Draft language for recommended compensation policies
• Estimate the cost of implementing the recommended pay schedule,including
recommendations regarding placement of each employee within the pay ranges,as
well as one revised estimate based on ProjectTeam's review and revisions
• One draft and one final report of the market study findings
• Assist with implementation and conduct training session with Human Resources staff
(up to eight(8)hours of consulting time)
Present Final Results to the City
Assumes we develop and deliver one presentation,either on-site or via video
conference,to the City Council.City Management Staff,Steering Committee,and City
employees.Assumes we will develop and deliver up to three(3)presentations.
Project Phases
Optional Service 1:Develop one customized Position Description Questionnaire
Assumes distribution and analysis of PDO.as needed
Optional Service 2:Phase 2-Pay Equity Analysis
Assumes the following:
• Analyze census data,job descriptions.Position Description Questionnaires(as
necessary),other relevant materials
• Identify and flap for Cily's review any pay disparities that exist among employees
performing similar work that cannot easily be explained by seniority or other factors
Agreement Professional Services Page 11
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EXHIBIT B PROFESSIONAL SERVICES AGREEMENT
Fee Schedule
Section 6: Cost Proposal
Segal is fully aware of the sensitivity of budget allocations for pubic sector employers-We
believe that you will find our approach focused toward acttieving the City's objectives in the
most cost-effective manner consistent with quality,accuracy,and timeliness.
Project Phases Fixed Fee
Project Initiation No Fee
Assumes we will be on-site one(1)day to meet or meet via video-conference with the (�ncarn a in
wnp
Ciy, s Project Team and utrLze information collected from the stakeholder interviews p,uusorny
conducted as part of the Compensation Philosophy project,as well as time associated protect)
with learning about the Cittls current compensation and ciassificatrun structures.
policies,and practices.Discuss options for the employee communicabon plan.
Phase 1:Classification System 3`0,000
Assurnes the following:
• Analyze 220 current job titles covering 320 employees
• Conduct employee interviews,as needed,via video-conference(assumes up to 25
hours of interview time)
• Apply Segal Evaluator"'Approach(Internal Equity)
• Develop and Document a Recommended Classification Structure
• Recommend Individual Position Assignments to ClassEcations
• Develop Recommendations for Career Ladders
• Conduct Compression Analysis
• Implementation and Communication Plan
Phase 2:Pay Equity Analysis(Optional—See Below) NIA
Phase 3:Salary Market Assessment $30.000
Assumes the following:
• Collect and analyze salary data from up to five(5)published data sources for
approximately 100 benchmark job titles
• Develop pay schedule(s)to cover all jobs covered by the study
• Recommend grade assignmens for all job lilies covered by the study
• Draft language for recommended compensation policies
• Estimate the cost of implementing the recommended pay schedule,including
recommendations regarding placement of each employee within the pay ranges,as
well as one revised estimate based on ProjectTeam's review and revisions
• One draft and one final report of the market study findings
• Assist with implementation and conduct training session with Human Resources staff
(up to eight(8)hours of consulting time)
Present Final Results to the City $10,000
Assumes we develop and deliver one presentation,either on-site or via video
conference,to the City Council,City Management Staff,Steering Comrni tee,and City
employees.Assumes we will develop and deriver up to three(3)presentations,
TOTAL FIXED FEE(Without Optional Services) $90,000
Agreement Professional Services Page 12
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Project Phases Fixed Fee
Optional Service 1:Develop one customized Position Description Questionnaire $275 per
Assumes distribution and analysis of PDQ,as needed jab title
Optional Service 2:Phase 2-Pay Equity Analysis $30,000
Assumes the following:
• Analyze census data,job descriptions,Position Description Questionnaires(as
necessary),other relevant materials
• Identity and flag for City's review any pay disparities that exist among employees
performing similar work that cannot easily be explained by seniority or other factors
The proposed fee includes charges for all professional,analytic,and administrative services,as
well as all expenses associated with materials,supplies,overhead,and travel for all tasks
outlined in this proposal except as otherwise noted.
Our total fixed fee will be billed at the end of each month in 6 equal invoices for$15,000.
Please note:if the information in the census file is inaccurate additional hourly fees may be
charged for data correction and preparation.
Travel expenses for meetings scheduled less than one week in advance will be charged
additionally.If a scheduled meeting is cancelled by the client,any non-refundable travel
expenses will be billed to the client at cost.
Agreement Professional Services Page 13
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Appendices
Exceptions to Terms and Conditions
Segal reserves the right to negotiate mutually agreeable terms and conditions of any contract
awarded to it pursuant to this RFR Segal's typical points of negotiation include:
i) Ownership of Deliverables:To ensure client-ownership and full use of the deliverables,
while retaining for Segal its right to its proprietary software,tools,techniques,consulting
methodologies and report formats.
ii) Insurance:To reflect the scope and applicability of coverages maintained by Segal.
iii) Indemnification:To reflect an appropriate trigger before Segal's indemnification
obligations apply(e.g.,a detemvnation that claims,damages,costs and expenses
resulted from Segal's willful misconduct or negligence).
iv) Data Security:To reflect the industry standard protections that Segal employs around
data security.
Insurance Information
Segal maintains insurance coverage that meets the minimum insurance requirements as
described in the RFP.We will be glad to provide appropriate certificates of insurance to the
procurement officer as requested by contract.
Insurance Type Cartier Amount
Professional Liability Greerrhich Insurance Company and
(Errors&Orrissions) Everest National Insurance Ccrnpwy 520'040,0V
General Liabl:'tj Federal Insurance Company S2,Ct00,000
Automobile Federal Insurance Company Si,CoOpco
Workers Compensation Pacific Indemnity CcrMany StammAmasrt
Employees LiabRy Pacific Indemnity Company 5500,M M,40 SSGO,M
Crime Liabliy Zurich lnsurance Co. S5,04,01X)
Cyber Liabiliy AM,liberty,Chubb,CND,XL Calin S25,M,40G*•
Excess LiablRy(excludes Professional Federal Insurance Company $20,000,03
Liability)
'Professional Liability Insurance_in M,a layers$12.5Mby Green Mth Insurance k5owed by$7.5AI by Everest
National Insurance Company
*'Cyber Liability Insurance_Aggregate Limit-525,000,000,Primary Limit$3,000,000(AIG),First Excess Layer
$2,000,000(Liberty),Second Excess Layer$5,000,000(Chubb),Thad Excess Layer$10,000,000(CMA),Fcurth
Excess Layer$5,000,000(XL Caffn).
Agreement Professional Services Page 14