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HomeMy WebLinkAboutagenda.council.regular.202110121 AGENDA CITY COUNCIL REGULAR MEETING October 12, 2021 5:00 PM, City Council Chambers 130 S Galena Street, Aspen WEBEX www.webex.com Enter Meeting Number: 2559 134 0492 Password: 81611 Click “Join Meeting” OR Join by phone Call: 1-720-650-7664 Meeting number (access code): 2559 134 0492 I.CALL TO ORDER II.ROLL CALL III.SCHEDULED PUBLIC APPEARANCES III.A.Proclamation: Aspen Golf Team Day IV.CITIZENS COMMENTS & PETITIONS (Time for any citizen to address Council on issues NOT scheduled for a public hearing. Please limit your comments to 3 minutes) V.SPECIAL ORDERS OF THE DAY a) Councilmembers' and Mayor's Comments b) Agenda Amendments c) City Manager's Comments d) Board Reports VI.CONSENT CALENDAR (These matters may be adopted together by a single motion) VI.A.Resolution #086 Series of 2021 - IT Replacement Equipment VI.B.Resolution #088, Series of 2021 - Childcare IGA with CMC 1 2 VI.C.Resolution #089, Series of 2021 - Streets Department Snowcat Replacement VI.D.Resolution #091, Series of 2021 - External Financial Audit Services VI.E.Draft Minutes of September 28th, 2021 VII.NOTICE OF CALL-UP VIII.FIRST READING OF ORDINANCES IX.PUBLIC HEARINGS X.ACTION ITEMS XI.ADJOURNMENT 2 PROCLAMATION City of Aspen, Colorado Incorporated 1881 Whereas,the Aspen High School Golf Team won the Colorado High School State 3 A Boys State High School Golf Championship on Tuesday October 5, 2021 and Whereas,Players on the team include Nicholas Pevny, Sky Sosna, Will Stiller, Lucas Lee, Miles Butera, Carson Miller, Sasha Forman, Peter deWetter, Ryan Rigney, Luke Leonard, Cooper Kendrick, Joseph Clark IV. Whereas, Coaches include Mary Woulfe, Coulter Young, Brian DallaBetta, Tom Doyle Whereas,this is a win for the entire community as there is much support for the development of this golf program from Aspen Junior Golf, Volunteers of the Aspen Junior Golf Program, Donors, City of Aspen Golf Course and its Staff, The City of Aspen, Friends and Family of this Aspen Community; and Whereas, most importantly this team of young men are dedicated and work hard to hone their skills to their very highest level for success NOW, THEREFORE BE IT PROCLAIMED that the Mayor, City Council and the citizens of Aspen hereby proclaim Tuesday October 12th, 2021, as: ASPEN HIGH SCHOOL GOLF TEAM DAY Attest: Nicole Henning, City Clerk Torre, Mayor 3 MEMORANDUM TO:Mayor Torre and City Council FROM:Paul Schultz, IT Director THROUGH:Alissa Farrell, Administrative Services Director MEMO DATE:October 4, 2021 PUBLISH DATE:October 12, 2021 RE:Servers and Storage Area Network (SAN) Replacement Contract REQUEST OF COUNCIL: City IT requests approval of a contract for procuring three replacement servers and one Storage Area Network (SAN) to replace end of life equipment. SUMMARY AND BACKGROUND: The City’s computer servers and Storage Area Network (SAN) are end of life and need to be replaced to continue reliable, high availability operation of City computing and storage services. DISCUSSION: City IT operates compute and data storage environments that support the City’s service delivery. The current end of life compute servers and Storage Area Network (SAN), located in the Armory building, will be replaced by new equipment installed in the New City Hall data center. City Procurement partnered with City IT to evaluate a sole source equipment procurement proposal based on National Association of State Procurement Officials (NASPO) pre- approved pricing. Procurement and IT found the proposal competitively priced and recommend approving the sole-source proposal submitted by the firm Advanced Network Management (ANM). FINANCIAL IMPACTS: This procurement was budgeted for up to $209,600 and is funded within the Information Technology fund (510). The recommended contract amount is: Procurement: $188,870.42 ENVIRONMENTAL IMPACTS: None. 4 2 ALTERNATIVES: Alternatives include not executing this equipment replacement contract which would result in increasingly unreliable and unsupportable compute and storage environments which will eventually lead to negative impacts on the City’s ability to deliver services to our community. RECOMMENDATIONS: The IT team recommends Council approve the servers and Storage Area Network (SAN) contract for $188,870.42 with Advanced Network Management (ANM). CITY MANAGER COMMENTS: 5 RESOLUTION #086 (Series of 2021) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND ADVANCED NETWORK MANAGEMENT (ANM) AND 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 new computer servers and a Storage Area Network (SAN) between the City of Aspen and Advanced Network Management (ANM), 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 computer servers and a Storage Area Network (SAN) between the City of Aspen and Advanced Network Management (ANM), 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 12 th day of October 2021. 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, October 12, 2021. Nicole Henning, City Clerk 6 Agreement Professional Services Page 0 CITY OF ASPEN STANDARD FORM OF AGREEMENT PROFESSIONAL SERVICES City of Aspen Contract No.: 2021-241 AGREEMENT made this 20 day of September, in the year 2021. BETWEEN the City: Contract Amount: The City of Aspen c/o Paul Schultz 130 South Galena Street Aspen, Colorado 81611 Phone: 970.429.1751 And the Professional: Advanced Network Management c/o Jeff Horning 304 Inverness Way S, Suite 400 Englewood, CO 80112 For the Following Project: Replace End-of-Life Servers and Storage Area Network (SAN) *NASPO State Agreement Contract CMS#82444 Reseller Contract Code: CO000000885034 Exhibits appended and made a part of this Agreement: The City and Professional agree as set forth below. If this Agreement requires the City to pay an amount of money in excess of $50,000.00 it shall not be deemed valid until it has been approved by the City Council of the City of Aspen. City Council Approval: Date: ___________________________ Resolution No.: Exhibit A: Scope of Work. Exhibit B: Fee Schedule. Total: $188,870.42                 7 Agreement Professional Services Page 1 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 12/10/21 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.                 8 Agreement Professional Services Page 2 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.                 9 Agreement Professional Services Page 3 (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) Worker's Compensation insurance to cover obligations imposed by applicable laws for any employee engaged in the performance of work under this contract, and Employers' Liability insurance with minimum limits of 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 Worker's Compensation requirements of this paragraph. (ii) Commercial General Liability insurance with minimum combined single limits of TWO MILLION DOLLARS ($2,000,000.00) each occurrence and THREE MILLION DOLLARS ($3,000,000.00) 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 include coverage for explosion, collapse, and underground hazards. 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 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                 10 Agreement Professional Services Page 4 damage arising from completed operations. The Professional shall be solely responsible for any deductible losses under any policy required above. (d) The certificate of insurance provided 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.                 11 Agreement Professional Services Page 5 Professional agrees to meet all of the requirements of City's municipal code, Section 15.04.570, pertaining to non-discrimination in employment. 14. Waiver. The waiver by the City of any term, covenant, or condition hereof shall not operate as a waiver of any subsequent breach of the same or any other term. No term, covenant, or condition of this Agreement can be waived except by the written consent of the City, and forbearance or indulgence by the City 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. Worker Without Authorization prohibited – CRS §8-17.5-101 & §24-76.5-101 Purpose. During the 2021 Colorado legislative session, the legislature passed House Bill 21- 1075 that amended current CRS §8-17.5-102 (1), (2)(a), (2)(b) introductory portion, and (2)(b)(III) as it relates to the employment of and contracting with a “worker without authorization” which is defined as an individual who is unable to provide evidence that the individual is authorized by the federal government to work in the United States. As amended, the current law prohibits all state agencies and political subdivisions, including the Owner, from knowingly hiring a worker without authorization to perform work under a contract, or to knowingly contract with a Consultant who knowingly hires with a worker without authorization to perform work under the contract. The law also requires 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. Definitions. The following terms are defined by this reference are incorporated herein and in any contract for services entered into with the Owner. 1. "E-verify program" means the electronic employment verification program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, that is jointly administered by the United States Department of Homeland Security and the social security Administration, or its successor program. 2. "Department program" means the employment verification program established pursuant to Section 8-17.5-102(5)(c). 3. "Public Contract for Services" means this Agreement.                 12 Agreement Professional Services Page 6 4. "Services" means the furnishing of labor, time, or effort by a Consultant or a subconsultant not involving the delivery of a specific end product other than reports that are merely incidental to the required performance. 5. “Worker without authorization” means an individual who is unable to provide evidence that the individual is authorized by the federal government to work in the United States By signing this document, Consultant certifies and represents that at this time: 1. Consultant shall confirm the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services; and 2. Consultant has participated or attempted to participate in either the e-verify program or the department program in order to verify that new employees are not workers without authorization. Consultant hereby confirms that: 1. Consultant shall not knowingly employ or contract with a worker without authorization to perform work under the Public Contract for Services. 2. Consultant shall not enter into a contract with a subconsultant that fails to certify to the Consultant that the subconsultant shall not knowingly employ or contract with a worker without authorization to perform work under the Public Contract for Services. 3. Consultant has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services through participation in either the e-verify program or the department program. 4. Consultant shall not use the either the e-verify program or the department program procedures to undertake pre-employment screening of job applicants while the Public Contract for Services is being performed. If Consultant obtains actual knowledge that a subconsultant performing work under the Public Contract for Services knowingly employs or contracts with a worker without authorization, Consultant shall: 1. Notify such subconsultant and the Owner within three days that Consultant has actual knowledge that the subconsultant is employing or subcontracting with a worker without authorization: and 2. Terminate the subcontract with the subconsultant if within three days of receiving the notice required pursuant to this section the subconsultant does not stop employing or contracting with the worker without authorization; except that Consultant shall not terminate the Public Contract for Services with the subconsultant if during such three days the subconsultant provides information to establish that the subconsultant has not knowingly employed or contracted with a worker without authorization.                 13 Agreement Professional Services Page 7 Consultant 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. If Consultant violates any provision of the Public Contract for Services pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the Owner may terminate this Agreement. If this Agreement is so terminated, Consultant shall be liable for actual damages to the Owner arising out of Consultant’s violation of Subsection 8-17.5-102, C.R.S. 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. 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. 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; 3. Deduct from the contract price or consideration, or otherwise recover, the value of anything transferred or received by the Professional; and                 14 Agreement Professional Services Page 8 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 Professional shall have the right to assign, transfer or sublet its interest or obligations hereunder without the written consent of the other party.                 15 Agreement Professional Services Page 9 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. CITY OF ASPEN, COLORADO: PROFESSIONAL: ________________________________ ______________________________ [Signature] [Signature]                 16 Agreement Professional Services Page 10 By: _____________________________ By: _____________________________ [Name] [Name] Title: ____________________________ Title: ____________________________ Date: ___________________ Date: ___________________ Approve as to Form: _____________________ City Attorney                               17 P R E P A R E D F O R C I T Y O F A S P E N | C O N F I D E N T I A L A d v a n c e d N e t w o r k M a n a g e m e n t , I n c . Statement of Work The City of Aspen, CO Server and Storage Refresh __________________________________________________________________________ PREPARED FOR: Rich Glaser, Network Application Specialist RESPONSE DATED: Monday, September 20, 2021 DocuSign Envelope ID: 9716DEF1-B855-44A7-B0CE-A54646E55A3ADocuSign Envelope ID: 08CD6854-C4A8-426C-944E-79420A081013 18 1 P R E P A R E D F O R C I T Y O F A S P E N | C O N F I D E N T I A L DocuSign Envelope ID: 9716DEF1-B855-44A7-B0CE-A54646E55A3ADocuSign Envelope ID: 08CD6854-C4A8-426C-944E-79420A081013 19 2 P R E P A R E D F O R C I T Y O F A S P E N | C O N F I D E N T I A L Contents Account Management Team .......................................................................................................... 3 Project Overview ............................................................................................................................. 6 Solution Overview ..................................................................................................................................... 6 Customer Requirements ........................................................................................................................... 6 Solution Design ......................................................................................................................................... 6 Solution Diagram ........................................................................................... 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Project Success Criteria ............................................................................................................................. 7 Project Tasks ................................................................................................................................... 7 Phase 1 – Project Kickoff ........................................................................................................................... 7 Phase 2 - Plan and Design ......................................................................................................................... 7 Phase 3 - Implementation ......................................................................................................................... 8 Phase 4 – Project Closeout ........................................................................................................................ 8 Assumptions .................................................................................................................................... 8 Project-Specific Assumptions .................................................................................................................... 9 Customer Responsibilities ......................................................................................................................... 9 General Assumptions .............................................................................................................................. 10 Change Control ............................................................................................................................. 11 Change of Scope ..................................................................................................................................... 11 Change of Scheduling .............................................................................................................................. 11 Billing Milestones .......................................................................................................................... 12 Project Authorization .................................................................................................................... 14 DocuSign Envelope ID: 9716DEF1-B855-44A7-B0CE-A54646E55A3ADocuSign Envelope ID: 08CD6854-C4A8-426C-944E-79420A081013 20 3 P R E P A R E D F O R C I T Y O F A S P E N | C O N F I D E N T I A L Account Management Team Name Company/Function Phone Email Greg Ask ANM Account Executive 303-709-9413 greg.ask@anm.com Pete Caviness ANM Solutions Architect 720-256-6938 pete.caviness@anm.com About ANM ANM is one of the fastest growing IT consultancies in the U.S. We offer engineering excellence and quality customer service with a local focus. Partnering with leading providers such as Cis co, AWS, Pure Storage, Cohesity, VMware, Veeam, Splunk and F5, we back up our work with professional and managed services throughout each stage of the engagement. From our network of regional offices, we provide dedicated project and engineering teams that work closely with our clients to help them achieve their business objectives. Headquartered in Albuquerque, NM since 1994, ANM has offices in Denver, CO; Colorado Springs, CO; El Paso, TX; and Scottsdale, AZ. ANM has enjoyed more than 800 percent revenue growth over the past five years. We have achieved this growth by empowering local teams to truly support our clients. Our highly experienced engineers have a strong reputation for partnering with our clients and taking a consultative approach throughout each engagement. We attribute our strong results and brand to our deep-rooted commitment to customer service, our engineering excellence and our culture of going above and beyond. DocuSign Envelope ID: 9716DEF1-B855-44A7-B0CE-A54646E55A3ADocuSign Envelope ID: 08CD6854-C4A8-426C-944E-79420A081013 21 4 P R E P A R E D F O R C I T Y O F A S P E N | C O N F I D E N T I A L ANM’s Solutions Network & Automation We work with you to build an infrastructure that connects people, applications and devices securely and efficiently. Data Center & Cloud Based on your current environment and end goals, we create a custom path to your on - premises, private cloud or hybrid cloud solution. Collaboration Our expertise in web conferencing and collaboration platforms brings people and tools together to improve productivity, communications and problem -solving. Security We assess your unique risks and develop detailed solutions to identify and mitigate threats before they impact your business. Audio Visual We help plan, design and install scalable audio-visual systems to support shared experiences. Cabling A well-designed cabling system increases performance, scalability and return on your IT investment. Our certified, full-time cabling team designs, installs and maintains your building’s cabling infrastructure, end-to-end. Salesforce Consulting & Apps We help maximize your investment with expert advice and customized applications that simplify your business processes and accelerate your workflow. Professional Services Our dedicated project managers are at your side to install, configure and deploy the perfect solution for your needs. DocuSign Envelope ID: 9716DEF1-B855-44A7-B0CE-A54646E55A3ADocuSign Envelope ID: 08CD6854-C4A8-426C-944E-79420A081013 22 5 P R E P A R E D F O R C I T Y O F A S P E N | C O N F I D E N T I A L Managed Services Our engineers are available 24/7 to assist with incidents and requests, as well as support and manage advanced, highly complex, architectures. Omissions ANM reserves the right to correct any error or omission in this Statement of Work and will do so by utilizing a Change Request process. The initial project kick-off meeting and design workshop(s) might uncover unforeseen items that impact this Statement of Work and will be addressed (if necessary) by the Change Request process. Notices: © 2021 ANM All Rights Reserved. This document and its contents are the confidential and proprietary intellectual property of ANM and may not be duplicated, redistributed or displayed to any third party without the express written consent of ANM. Other product and company names mentioned herein may be the trademarks of their respective owners. DocuSign Envelope ID: 9716DEF1-B855-44A7-B0CE-A54646E55A3ADocuSign Envelope ID: 08CD6854-C4A8-426C-944E-79420A081013 23 6 P R E P A R E D F O R C I T Y O F A S P E N | C O N F I D E N T I A L Project Overview Solution Overview The goal of this Statement of Work is to define tasks, deliverables, timeline, responsibilities, and additional terms to deliver Server and Storage refresh for City of Aspen (aka ‘Customer’) provided by ANM. The current hardware used for VMWare is nearing end-of-support and needs to be refreshed with new equipment. This project will deploy three (3) new Dell Servers and One (1) HPE Nimble Storage array. Once configured, all VMs will be migrated to the new environment and the current Nimble Storage array (named HF20-CH) will be repurposed for DR. The project will be delivered remotely, and the Customer will perform all onsite work. Customer Requirements During discovery, design, and scoping discussions the following requirements for the solution were identified and agreed upon:  Install 3 new Dell Servers running ESX 7.x  Install 1 HF20 Nimble Storage Array  Migrate VMs and associated data  Repurpose current HF20 array for DR replication Solution Design The current VMWare environment has one cluster with 3 Dell R730 servers. It uses a version 7 vCenter with version 6.7 ESX hosts. The system runs 116 VMs and stores 16TB of data. A Nimble Storage HF20 (iSCSI) is used as shared storage and replicates to a nimble group that contains a CS300 and CS215. These older devices are end-of-support this year. All 3 Dell Servers will be refreshed with newer models and a second HF20 will be installed as the new production storage. The current HF20 will be repurposed for a DR copy. DocuSign Envelope ID: 9716DEF1-B855-44A7-B0CE-A54646E55A3ADocuSign Envelope ID: 08CD6854-C4A8-426C-944E-79420A081013 24 7 P R E P A R E D F O R C I T Y O F A S P E N | C O N F I D E N T I A L Project Success Criteria ANM and Client agree that the following objectives are key to success of this initiative.  Install and configure 3 new ESX hosts and 1 new HF20  Migrate VMs to new hardware  Repurpose current storage as DR copy Project Tasks Phase 1 – Project Kickoff The project kickoff meeting will include key stakeholders and project team members to initiate the project and to define the project timelines and flow. The kickoff agenda includes:  Team Introductions.  Review of solution and scope of work.  Project Timelines.  High-level Technical Review.  Open Forum / Q&A. Phase 2 - Plan and Design The ANM and customer project teams will hold a design workshop to validate technical and other project requirements and details. The design workshop agenda includes:  Validation of physical and logical design.  Validation of current environment and readiness.  Confirmation of bill of materials.  Plan for integration into existing environment.  Plan for testing and validation. DocuSign Envelope ID: 9716DEF1-B855-44A7-B0CE-A54646E55A3ADocuSign Envelope ID: 08CD6854-C4A8-426C-944E-79420A081013 25 8 P R E P A R E D F O R C I T Y O F A S P E N | C O N F I D E N T I A L  Customer review and acceptance of design and implementation plan. Phase 3 - Implementation The following applications and infrastructure components will be deployed, configured, and tested per the agreed upon design between ANM and Customer:  Configure Cisco Network ports planned for new equipment  Configure 1 Nimble Storage HF20 array  Configure 3 Dell Servers running ESX 7  Migrate VMs to newer HF20 storage and Dell Servers  Repurpose current HF20 as the DR array  Verify Commvault Backups and review array integration  Decommission old Dell Servers Phase 4 – Project Closeout  Complete and deliver as-built documentation.  Review the final deliverables with Customer.  Review Customer satisfaction and obtain feedback.  Obtain Customer signoff on project completion.  If applicable, transition of ongoing support to Customer and ANM Managed Services. Assumptions The overall scope and related work estimates for this engagement were developed based on the assumptions listed below. Material changes to these assumptions and exclusions may impact the estimated effort and cost associated with completing the work and therefore would require a Project Change Request. DocuSign Envelope ID: 9716DEF1-B855-44A7-B0CE-A54646E55A3ADocuSign Envelope ID: 08CD6854-C4A8-426C-944E-79420A081013 26 9 P R E P A R E D F O R C I T Y O F A S P E N | C O N F I D E N T I A L Project-Specific Assumptions The project scope is based on the following project-specific assumptions:  The project will be delivered remotely  Customer will unpack, rack and cable hardware  Customer will provide VMWare licensing  Customer will dispose of old hardware and packaging Customer Responsibilities The following are responsibilities that will need to be performed/provided by Customer.  ANM expects appropriate customer staff to participate in requirements gathering, scheduling, project status and materials review.  Customer will provide single point of contact for communications and is responsible for project management of customer resources and scheduling.  Customer is responsible for the submittal of all internal Change Control Documentation for production impacting or other necessary system changes requiring approval as pertaining to Customer’s Internal Policies and Procedures. ANM will offer input as appropriate.  Provide onsite physical access to required systems and space to work.  Provide remote access (VPN) or other agreed upon remote access solution.  Provide any required hardware and/or software that was not procured through ANM (for example, existing Microsoft and VMware software/licensing).  Provide diagrams and configurations of existing environment if required.  Make all changes to existing environment (e.g. firewall, Active Directory, DNS, DHCP, etc…) unless otherwise specifically called out in this Statement of Work.  Deploy any required end user applications not specifically covered by this Statement of Work.  Maintain valid support contracts with all product manufacturers involved in the solution. DocuSign Envelope ID: 9716DEF1-B855-44A7-B0CE-A54646E55A3ADocuSign Envelope ID: 08CD6854-C4A8-426C-944E-79420A081013 27 10 P R E P A R E D F O R C I T Y O F A S P E N | C O N F I D E N T I A L  Every effort has been made to scope proper power cables, optics, and other solution- related accessories in the original bill-of-materials (quote). Customer is responsible for acquiring additional components identified during planning and design phase. General Assumptions  ANM will not be responsible for any project delays or costs caused by failure to deliver or by delayed provision of information, systems, or feedback from Customer or third- party vendors.  Tasks will be completed during normal business hours between 8:00 a.m. and 5:00 p.m. local time, Monday through Friday, excluding ANM-observed holidays, unless otherwise negotiated and noted in this services proposal.  Customer will have five (5) business days to provide written feedback on all project artifacts, documents, or presentations developed or updated by ANM. If no feedback is provided, the item will be considered accepted by Customer.  Changes to this scope of work identified during this project will require a Project Change Request Form.  Services may be provided by ANM or individuals or organizations employed by or under contract with ANM, at the discretion of ANM.  Unless otherwise specified, the following services are not included: o Environmental requirements: racks/cabinets, electrical/power & cooling/air conditioning services o Network cabling services  Any services provided in the reconfiguration or troubleshooting as a result of existing faulty equipment, software compatibility or systems interoperability will be considered out of scope and will require an appropriate Change Request Form.  Customer will manage all oversight and communication with third party vendors not directly contracted by ANM (for example, service providers, other equipment manufacturers, etc.).  Customer is responsible for any software updates or equipment replacement not covered by support contracts. DocuSign Envelope ID: 9716DEF1-B855-44A7-B0CE-A54646E55A3ADocuSign Envelope ID: 08CD6854-C4A8-426C-944E-79420A081013 28 11 P R E P A R E D F O R C I T Y O F A S P E N | C O N F I D E N T I A L Change Control If Customer requests a change in the project schedule after the schedule has been mutually agreed upon between Customer and ANM, a change order will be required to proceed as follows: Change of Scope Should changes to the scope or solution be necessary or requested by Customer, ANM will investigate the effect of such changes and determine an impact on price, schedule, and other terms and conditions.  A project Change Request Form (CRF) will be used to document and communicate any changes to this Statement of Work. The CRF will describe the change, the reason for the change, and the impact that the change will have on the project. The CRF will also specify any additional charges (if necessary).  A completed CRF will be the output and Customer and ANM must both sign it to authorize the changes. A change control log will be maintained throughout the project to track all approved changes and record them (if applicable) in the successive approved versions of the Project Plan. All versions will be tracked using a strict document version control mechanism maintained by the Project Managers. Change of Scheduling  If a project schedule change is within one week of the initial project hardware installation date, then Customer will be subject to a change order equal to the approximate run rate cost** of the project team for two weeks.  If a project schedule delay is requested during the course of the project, then Customer will be subject to a change order equal to the approximate run rate** cost of the project team over the entire delay.  If there is a delay in the project schedule of a project task that is part of the overall project, then Customer will be subject to a change order equal to the app roximate run rate** cost of the delay.  If the project is suspended or delayed for more than two weeks during the course of the project, then Customer will be subject to a change order equal to the run rate** cost of DocuSign Envelope ID: 9716DEF1-B855-44A7-B0CE-A54646E55A3ADocuSign Envelope ID: 08CD6854-C4A8-426C-944E-79420A081013 29 12 P R E P A R E D F O R C I T Y O F A S P E N | C O N F I D E N T I A L the project team for four weeks before ANM will resume the work. Project resumption will occur in a date mutually agreed upon between ANM and Customer.  If any subset of a project is not started within three months of the main project completion due date to Customer enforced delays, that portion of the work will be automatically cancelled, a credit will be issued to Customer for the work not completed and the overall project will be closed out. Any cancelled work may be re-scoped as a new project at Customer request. ** Run Rate Cost For Project Team = Billable Rate * Number of Hours + Any Travel Cost * Discounted Reschedule Rate: $120 per hour * Travel Cost = Mileage + Lodging + Air Travel + Any other Travel Expenses Billing Milestones Services for this project will be billed as a fixed fee for the amount provided on the accompanying quote. Services will be invoiced monthly based on percentage of project completion for the preceding month. Project completion percentage is calculated by the ANM Project Manager and will be reviewed during regular status calls prior to invoicing. DocuSign Envelope ID: 9716DEF1-B855-44A7-B0CE-A54646E55A3ADocuSign Envelope ID: 08CD6854-C4A8-426C-944E-79420A081013 30 13 P R E P A R E D F O R C I T Y O F A S P E N | C O N F I D E N T I A L DocuSign Envelope ID: 9716DEF1-B855-44A7-B0CE-A54646E55A3ADocuSign Envelope ID: 08CD6854-C4A8-426C-944E-79420A081013 31 14 P R E P A R E D F O R C I T Y O F A S P E N | C O N F I D E N T I A L Project Authorization We believe the SOW outlined in this document will meet the requirements of the work to be performed. Any modifications to this document will be made in writing and agreed to by both parties subject to additional charges. Authorized Customer Signature: Printed Name: Date: Authorized ANM Signature: Printed Name: Date: This agreement shall be in effect until either party provides written notice of cancellation. This statement of work is valid for one year (365 days) after the signature date. After this period all services delivered will be invoiced at time and materials rates and the remaining project will be cancelled. DocuSign Envelope ID: 9716DEF1-B855-44A7-B0CE-A54646E55A3ADocuSign Envelope ID: 08CD6854-C4A8-426C-944E-79420A081013 32 Advanced Network Management, Inc City of Aspen 304 Inverness Way South #400 130 South Galena Street Englewood, CO 80112 Aspen, CO 81611 Greg Ask Rich Glaser 9704291750 greg.ask@anm.com richard.glaser@cityofaspen.com Revision - 1 Tiered Architecture Refresh Option 2 Quote #: QT-000037962 17-Sep-21 Part Number Description Term(M)Qty Price Extended Price SFP-H10GB-CU3M=10GBASE-CU SFP+ Cable 3 Meter 10 71.21$ 712.10$ 210-AYCG PowerEdge R750 Server 3 19,436.24$ 58,308.72$ PowerEdge R750 Server 3 2.5 Chassis 3 SAS/SATA/NVMe Capable Backplane 3 No Rear Storage 3 No GPU Enablement 3 No Trusted Platform Module 3 2.5" Chassis with up to 8 Universal Drives 3 Intel Xeon Silver 4310 2.1G, 12C/24T, 10.4GT/s, 18M Cache, Turbo, HT (120W) DDR4-2666 3 Intel Xeon Silver 4310 2.1G, 12C/24T, 10.4GT/s, 18M Cache, Turbo, HT (120W) DDR4-2666 3 Additional Processor Selected 3 Heatsink for 2 CPU configuration (CPU less than 165W)3 Performance Optimized 3 3200MT/s RDIMMs 3 RAID 1 3 PERC H745 Controller, Front 3 Front PERC Mechanical Parts, rear load 3 Power Saving Dell Active Power Controller 3 Standard Fan x6 3 Dual, Hot-Plug,Power Supply Redundant (1+1), 1400W, Mixed Mode 3 Riser Config 1, 6x8, 2x16 slots 3 R750 Motherboard 3 OpenManage Enterprise Advanced 3 iDRAC9 Datacenter 15G 3 Broadcom 5720 Quad Port 1GbE BASE-T Adapter, OCP NIC 3.0 3 PowerEdge 2U Standard Bezel 3 Dell EMC Luggage Tag 3 Assembly BOSS Blank 3 Quick Sync 2 (At-the-box mgmt)3 iDRAC,Legacy Password 3 iDRAC Group Manager, Enabled 3 No Operating System 3 No Media Required 3 ReadyRails Sliding Rails 3 Cable Management Arm, 2U 3 No Systems Documentation, No OpenManage DVD Kit 3 PowerEdge R750 Shipping 3 PowerEdge R750 Shipping Material 3 PowerEdge R750 CE Marking, No CCC Marking 3 Dell/EMC label (BIS) for 2.5" Chassis 3 US Order 3 Dell Hardware Limited Warranty Plus Onsite Service 3 ProSupport Next Business Day Onsite Service After Problem Diagnosis 5 Years 60 3 ProSupport 7x24 Technical Support and Assistance 5 Years 60 3 Thank you choosing Dell ProSupport. For tech support, visit //www.dell.com/support or call 1-800- 945-3355 3 On-Site Installation Declined 3 32GB RDIMM, 3200MT/s, Dual Rank 16Gb BASE 72 960GB SSD SAS Read Intensive 12Gbps 512 2.5in Hot-plug AG Drive, 1 DWPD,6 Power Cord - C13, 3M, 125V, 15A (North America, Guam, North Marianas, Philippines, Samoa, Vietnam)6 Broadcom 57412 Dual Port 10GbE SFP+ Adapter, PCIe Low Profile 6 Q8H72A HPE NS HF20 Hybrid CTO Base Array 1 19,162.63$ 19,162.63$ Q8B88B HPE NS 2x10GbE 2p FIO Adptr Kit 1 3,193.76$ 3,193.76$ Q8G27B HPE Tier 1 Storage OS Default FIO SW 1 0.72$ 0.72$ Q8H75A HPE NS HF20/20C Hybrid 84TB FIO HDD Bndl 1 29,480.96$ 29,480.96$ Q8J18A HPE NS NEMA 5-15 to C13 US FIO Pwr Cord 2 0.49$ 0.98$ Q8J27A HPE NS C13 to C14 FIO Power Cord 2 0.49$ 0.98$ Q8J31A HPE NS HF20 11.52TB FIO Cache Bndl 1 35,644.44$ 35,644.44$ R3P91A HPE Tier 1 Storage Array Standard Trk 1 0.49$ 0.49$ HT6Z0A5 HPE NS 5Y 4H Parts Exchange Support 60 1 -$ -$ HT6Z0A5 ZET HPE NS 2x10GbE 2p Adptr Supp 60 1 1,684.67$ 1,684.67$ HT6Z0A5 ZE8 HPE NS HF20/20C 11.52TB Cache Supp 60 1 9,490.89$ 9,490.89$ HT6Z0A5 ZEB HPE NS HF20 Hybrid Base Array Supp 60 1 8,908.81$ 8,908.81$ HT6Z0A5 ZEH HPE NS HF20/20C Hybr 84TB HDD Bndl Supp 60 1 8,961.21$ 8,961.21$ ANM Professional Services Part number Qty Price Extended Price PS 1 13,140.00$ 13,140.00$ Description Professional Services Per Server and Storage Refresh SOW Page 1 DocuSign Envelope ID: 9716DEF1-B855-44A7-B0CE-A54646E55A3ADocuSign Envelope ID: 08CD6854-C4A8-426C-944E-79420A081013 33 Sub-Total 188,691.36$ Estimated Taxes -$ Shipping Costs 179.06$ Grand Total 188,870.42$ Terms and conditions Quote valid for 30 days. ANM reserves the right to cancel quotes and/or orders in the event of pricing or other errors. Taxes are estimated and will be invoiced based on actuals. NTTC required for non-taxable sales. Additional handling and other fees may apply. Expedited shipping is subject to an additional charge. Quote is subject to the attached ANM Terms and Conditions. All software and/or hardware is subject to manufacturer terms and conditions. Subscription fees are non-refundable and payment obligations are non-cancelable and non-negotiable, except where prohibited by law. By signing below, I represent that I am permitted to sign for the above-named entity and hereby authorize ANM to order products and/or perform services in accordance with the terms and conditions of this quote. Customer Signature Date Customer Name (Printed)Title Page 2 DocuSign Envelope ID: 9716DEF1-B855-44A7-B0CE-A54646E55A3ADocuSign Envelope ID: 08CD6854-C4A8-426C-944E-79420A081013 34 MEMORANDUM TO:Mayor and City Council FROM:Shirley Ritter, Kids First Director Through:Sara Ott, City Manager Diane Foster, Assistant City Manager Jim True, City Attorney DATE OF MEMO:October 4, 2021 MEETING DATE:October 12, 2021 RE:City of Aspen – Colorado Mountain Collage Intergovernmental Agreement REQUEST OF COUNCIL: The purpose of this memo is for City Council approval of an intergovernmental agreement with Colorado Mountain College (CMC) for the use of one classroom on the Aspen campus as an infant childcare center. Attachment A PREVIOUS COUNCIL ACTION:Staff has provided updates on childcare capacity specific to the space at CMC beginning February 2021. Due to the impact of Covid, and prioritization of helping existing programs recover, this project became delayed. Happily, all parties were still in agreement about the need and the solution involving this space, helping move it forward. This solution is in line with the critical goal set by city council to work with partners to increase childcare capacity. Resolution 2021-76 2. Increase the number of available childcare spaces This will be accomplished through: a. Plan, design to repurpose or build new buildings to add physical capacity to increase available childcare space. b. Increase the recruitment and retention of qualified early childhood teachers. c. Generate funding to support the development of new childcare spaces. BACKGROUND: As we focus on the long-term need for more childcare capacity, we have continued to work on a much-needed infant space at CMC, located in the AABC. This space will serve eight infants per day, providing a small amount of relief for families with new babies. Results from the survey done earlier this year showed the largest barrier for families being the lack of space for infant care. People also showed a strong preference for year-round, full day care, and Aspen was the first choice for the preferred location. DISCUSSION: Since early last year staff has been working with CMC leadership to develop an IGA that provides benefits for both parties, and for our community. Kids First and Asset 35 2 staff are ready to move forward with the permitting process, creation of a fenced infant playground, and recruiting qualified staff to operate this room. We have worked with childcare licensing, Aspen Fire Department and Colorado Department of Public and Environmental Health (CDPHE) to get preliminary inspections completed. Final inspections can only be done when this center is ready to open. The agreement outlines our plans for this to be the first step in the creation of a learning lab to support the education of the early childhood workforce. Kids First will provide the same support to this center as what is provided to all programs who serve infants including operational funding, incentives for staff, quality improvement funding, substitute early childhood teacher support, quality improvement coaching, mental health consulting, and nurse consulting. FINANCIAL/BUDGET IMPACTS: As part of a comprehensive relief and recovery funding package, the City Council has appropriated funds to address increased infant childcare. The expansion of infant care capacity is consistent with past City Council directives. We have budgeted up to $75,000 to complete this project. We are monitoring Federal stimulus funding, including Coronavirus Response and Relief Supplemental Appropriations (CRRSA) act funding that has been dedicated to a variety of purposes that support early childhood: circle grants to childcare programs, capacity grants to businesses increasing childcare capacity, CCAP rates and absences, early childhood mental health, and early childhood workforce supports. Colorado received $119M for this use. There is emerging information about funding through the American Rescue Plan (ARP) that included $472M for early childhood workforce, families, and access. This funding is just now beginning to be released and understood through the Office of Early Childhood. Kids First staff has participated in meetings, webinars, focus groups, and state sub-committees. Attachment B ENVIRONMENTAL IMPACTS:Priority will be given to staff and students at CMC, as well as providing a location that has easy access to public transportation, especially for families that may not need to drive into Aspen for work. We believe this will save car trips and reduce unnecessary traffic. RECOMMENDED ACTION:Staff recommends council approval of resolution 21-008 and the IGA with CMC to provide infant childcare at the Aspen location. ALTERNATIVES:Council could choose to focus on other space and allow another entity to use this space or decline this space to be used for infant care. CITY MANAGER COMMENTS: ATTACHMENTS: A: Resolution 21-008 and the IGA B: Summary of stimulus funding available to childcare 36 RESOLUTION #88 (Series of 2021) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING THE INTERGOVERNMENTAL AGREEMENT(IGA) BETWEEN THE CITY OF ASPEN AND COLORADO MOUNTAIN COLLEGE (CMC) AND AUTHORIZING THE MAYOR TO EXECUTE SUCH IGA ON BEHALF OF THE CITY OF ASPEN. WHEREAS, both the City of Aspen and CMC recognize the importance of professional childcare services in the community; and WHEREAS, providing quality, affordable childcare services are a cornerstone to economic recovery from the COVID pandemic; and WHEREAS, strengthening and expanding childcare opportunities provides an economic benefit to businesses and employers throughout the region; and WHEREAS, the City of Aspen is making a significant investment to modify and remodel a classroom to create a high-quality space for infant care. 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 Intergovernmental Agreement (IGA) between the City of Aspen and Colorado Mountain College (CMC), a true and accurate copy of which is attached hereto and incorporated herein, and does hereby authorize the Mayor of the City of Aspen to execute such IGA on behalf of the City of Aspen. INTRODUCED, READ AND ADOPTED by the City Council of the Cit y of Aspen on the 12 th day of October 2021. ________________________________ 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 Aspen, Colorado ,at a meeting held October 12, 2021. ____________________________________ Nicole Henning, City Clerk 37 INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY COUNCIL OF THE CITY OF ASPEN AND THE BOARD OF TRUSTEES OF COLORADO MOUNTAIN COLLEGE REGARDING THE USE OF COLORADO MOUNTAIN COLLEGE FACILITIES FOR THE ESTABLISHMENT OF AN INFANT CARE LEARNING LAB AT THE ASPEN CAMPUS PARTIES THIS INTERGOVERNMENTAL AGREEMENT (the “Agreement”) is made this 12th day of October 2021 by and between the CITY COUNCIL OF THE CITY COUNCIL OF THE CITY OF ASPEN (hereinafter referred to as “CITY), and COLORADO MOUNTAIN COLLEGE (hereinafter referred to as “COLLEGE”). RECITALS WHEREAS, both CITY and COLLEGE recognize the importance of professional childcare services in the community; and WHEREAS, providing quality, affordable childcare services are a cornerstone to economic recovery from the COVID pandemic; and WHEREAS, strengthening and expanding childcare opportunities provides an economic benefit to businesses and employers throughout the region; and WHEREAS, CITY plans significant investment, up to $75,000, to modify and remodel a classroom to create a high quality space for infant care. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements of the parties and other good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the parties agree as follows: AGREEMENT I.Use of Facility a. COLLEGE agrees to provide one classroom at the Aspen Campus that will be remodeled and converted to an infant care facility, providing quality infant care(up to 18 months old) for up to 8 infants as well as a designed outdoor space that CITY will design and pay for conversion to a playground area (the “Facility”). 38 b. CITY shall have a designated entrance on the east side of the building for ingress and egress to the Facility and shall only access such areas of the Aspen Campus as are necessary for the use of the Facility. All parking will also be only on that side of the building. c. CITY agrees to use its best efforts to insure that all users of the Facility obey all applicable policies, rules and regulations of the COLLEGE. Upon any violation of any College policies, rules, regulations, the COLLEGE may in its sole discretion expel any individual violating the policy, or may terminate this entire Agreement. City will use the Facility only for the purpose described. d. CITY agrees that all participants are under the direct and complete supervision and control of CITY. CITY shall be responsible for any damage to COLLEGE facilities or personal property caused by the CITY, its participants, or guests. COLLEGE shall not be liable for property damage, personal injury, damages, or other losses or expenses sustained by CITY. CITY assumes all risks injuries to its participants and loss or damage to its property and the property of its participants. II.Remodel of Facility. a.CITY agrees to pay for the remodeling of the classroom, up to $75,000, into an infant care facility. CITY will be responsible for all of the costs of making modifications to the Facility, including modifications to the classroom and for expenses associated with construction of an outdoor play space. b.The specifications of the classroom will meet or exceed all local, state and federal regulations. CITY and COLLEGE will meet and confer to approve the features, furniture and fixtures of the space design. c.COLLEGE and CITY will agree and approve construction plans. CITY staff, specifically from Kids First and Assets Departments, must approve the initial plans and any subsequent change orders. d.Construction management will be under the supervision of CITY facility staff. COLLEGE staff will be consulted and shall approve any changes made in the field prior to authorizing said changes. COLLEGE shall assist in facilitating access, work hours and other items on site during construction and COLLEGE shall participate in any pre-construction meetings to provide guidance on any logistical matters. III.Term. The term of this agreement shall commence at 12:01am on October 13, 2021 and continue for a period of one (1) year. The Parties may mutually agree to extend the Term in writing for additional one-yearterms. Either Party may terminate this Agreement upon sixty (60) days’ written notice. Upon termination of this Agreement, CITY shall remove all personal property. Any fixtures or improvements to the Facility that cannot be removed without damage to the Facility shall become the property of COLLEGE. 39 IV.Fees. CITY agrees to pay COLLEGE the sum of $0 per month for use of the Facility. V.Management and Operations. a.The infant care program will be operated and managed by CITY and COLLEGE shall have no responsibilities for the infant care. The City may subcontract with or sublease the space to a qualified party that is appropriately licensed by the State of Colorado for the operation and management of the program. b.Whenever an infant care space becomes available, priority will be given to children of COLLEGE faculty and staff, up to a total of three spaces. If there are no available infants of COLLEGE faculty or staff, CITY will fill that space with an infant from the general public. CITY shall determine the criteria and process for filling spaces in the program. VI.Learning Lab Opportunities. a.The Parties agree that early childhood professionals require education and training before entering the workforce and creating a pipeline ofqualified childcare professionals helps children and families throughout the Roaring Fork Valley and beyond. b.The Parties agree to collaborate on the development of a new early childhood education program, if the needs of COLLEGE support such program, where the Facility could be used as a learning lab for such educational program. VII.Insurance. CITY shall maintain the insurance coverages and limits as outlined in Colorado Mountain College Insurance Requirements attached hereto as Exhibit A. Additional coverage may be required dependent upon the nature and scope of the event or activity. Any deviation from these requirements must be discussed with and approved by CMC Risk Management prior to the issuance of the certificate of insurance. IIX.Miscellaneous a.Except as otherwise provided herein, this Agreement and all these terms and conditions may not be amended or modified absent a written agreement duly executed by the parties. b.The terms, conditions, and provisions of this Agreement shall be deemed to be severable. If any provision contained herein shall be determined to be invalid by a court of competent jurisdiction or by operation of any applicable law, it shall not affect the validity or any other clause or provision herein. 40 c.Any formal notice, demand or request provided for in this Intergovernmental Agreement shall be in writing and shall be deemed properly given if deposited in the United States Mail, postage prepaid to: City of Aspen Attn: City Manager 130 South Galena Street Aspen, Colorado 81611 With a copy to: James R. True, Esq City Attorney City of Aspen 130 South Galena Street Aspen, Colorado 81611 Colorado Mountain College Attn: Julie S. Hanson Director of Purchasing & Contracts 802 Grand Ave. Glenwood Springs, CO 81601 With a copy to; Steven Skadron Vice President and Dean, Aspen & Carbondale Campuses 255 Sage Way Aspen, CO 81611 APPROVED by the City Council of the City of Aspen on the 12th day of October, 2021. ____________________________________ 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 on the day hereinabove stated. ____________________________________ Nicole Henning, City Clerk COLORADO MOUNTAIN COLLEGE ____________________________________ By: Julie S. Hanson, Director of Purchasing & Contracts 41 The Office of Early Childhood at the Colorado Department of Human Services received a $119 million increase in federal Child Care and Development Fund (CCDF) grant funding authorized through the Coronavirus Response and Relief Supplemental Appropriations Act (CRRSA), passed by Congress at the end of 2020. The spending decisions were based on survey feedback from more than 2,300 child care providers, families, and other stakeholders, other stakeholder input, and ongoing early childhood needs of the state during the pandemic. The strategies in the CRRSA spending plan focus on strengthening and expanding the early childhood sector in Colorado to ensure all children have access to high-quality child care. BACKGROUND STIMULUS FUNDS FOR EARLY CHILDHOOD, FROM THE CORONAVIRUS RESPONSE AND RELIEF SUPPLEMENTAL APPROPRIATIONS ACT (CRRSA) 1.877.338.2273 COLORADOOFFICEOFEARLYCHILDHOOD.COM Updated April 2021 Strategy 1 is focused on funding innovative approaches to tough child care challenges. • It will use $16.8 million total in FY 2021-22. • This strategy creates the Community Innovation and Resilience for Care and Learning Equity (CIRCLE) fund. • The CIRCLE fund will provide grants to child care providers and other community, education or governmental partners, such as Early Childhood Councils, for implementing innovative solutions for tough child care challenges that have been worsened by the pandemic, including: • The affordability of child care • The lack of infant and toddler care • Strengthening child care providers’ business practices • Workforce preparation • Early childhood transitions • Ensuring all children, including those with special needs, have equitable access to care STRATEGY ONE - INNOVATIVE CIRCLE GRANTS Strategy 2 is focused on building the early childhood workforce Colorado needs. • It will use $12 million total over two years. • Colorado already lacks the number of early childhood educators we need, and an additional 600 educators will be needed to meet the demands of Universal Preschool. • This strategy supports an estimated increase of more than 2,700 certified educators into the workforce, by: • Offering the minimum coursework required to be a licensed educator through the community college system for free • Increasing funding for proven recruitment and retention programs such as scholarships, apprenticeships, loan forgiveness, and bonuses • Offering peer mentorship • Providing free online training to attain Director qualifications STRATEGY TWO - WORKFORCE SUPPORTS 42 1.877.338.2273 COLORADOOFFICEOFEARLYCHILDHOOD.COM Strategy 3 is focused on ensuring all children have access to high-quality care. • It will use $8 million total over two years. • Funding will be directed to local Early Childhood Councils to: • Collect real-time data on available child care in their communities • Increase availability of licensed child care, particularly infant and toddler care • Support family child care home navigators to support and grow this provider population • Provide grants and training to help providers create environments for childre with developmental delays, disabilities, and special needs Strategy 4 is focused on making child care more affordable for families. • It will use $7 million total over two years. • This strategy will lower the cost of child care for low-income families enrolled in the Colorado Child Care Assistance Program (CCCAP) by lowering the “parent fee” that families pay out of pocket to a maximum of 10% of gross income. • This strategy also invests in a communications strategy to ensure eligible families are aware of CCCAP and its benefits. STRATEGY FOUR - LOWERING COPAYMENTS Strategy 5 is focused on sustaining child care businesses by supporting their workers. • It will use $35 million total over the next year. • This strategy will provide sustainability grants to child care providers. However, these grants will be unique, as they focus on supporting programs’ early childhood workforce. • Programs will fill out a simple application, and identify their needs and how they would like to use funds to support their workforce, for example: • Hazard pay • Maintaining hours for employees • Paying for benefits • Bonus funds will be available for programs that meet specific criteria, such as caring for infants and toddlers or operating in child care deserts. STRATEGY FIVE - SUSTAINABILITY GRANTS Strategy 6 is focused on supporting child care providers who accept families enrolled in the Colorado Child Care Assistance Program (CCCAP). • It will use $36.4 million total over the next two years. • This strategy will support paying for increased absences, in other words, paying child care providers even if a child enrolled in CCCAP is not in attendance on some days. • The strategy will also increase the amount of money child care providers are paid to care for children enrolled in a CCCAP-funded program, in recognition of the increased cost of providing child care during the pandemic. STRATEGY SIX - CCCAP RATES AND ABSENCE PAYMENTS Strategy 7 is focused on supporting the mental health of children and the child care providers who care for them. • It will use $4 million total over the next two years. • This strategy will support employing additional Early Childhood Mental Health Consultants for a longer period of time, to help child care providers and children struggling with the social and emotional challenges the pandemic has caused, including trauma, grief, loss, emotional distress, and the ability to foster healthy adult-child relationships. STRATEGY SEVEN - EARLY CHILDHOOD MENTAL HEALTH STRATEGY THREE - ACCESS 43 State and Federal Stimulus Strategies Ensure All Families Have Equitable and Easy Access The Office of Early Childhood seeks to ensure all families have equitable and easy access to high quality early care and education services so that all children start school ready to succeed. Activity 1: Child Care Stabilization Grants This activity provides more than 4,700 eligible child care providers that were in operation as of March 11, 2021 with recurring operational grant payments with amounts based on licensed capacity and quality level, with additional bonus awards added for providers meeting certain family needs, including providing care for infants and toddlers, offering nontraditional hours, and serving children with special needs, to both reflect the increased costs associated with meeting certain family needs and incentivize other providers to begin offering care in these areas. These recurring grants will help Colorado maintain licensed child care capacity through a mixed delivery system, ensure early childhood educators remain fully compensated, and provide financial relief to families through reduced or waived tuition or copayments. This activity builds on the $35 million State General Fund appropriation for sustainability grants that were allocated in House Bill 20B-1002. Funding Source: ARP Funding Amount: $221,694,958 (Note that $101,516,223 of this total is required to be used by providers to reduce family tuition and is also reflected as a family strengthening activity). Activity 2: Employer based Child Care Facilities This program will provide financial assistance to employers to construct, remodel, renovate, or retrofit a child care center to provide licensed child care services on- or near-site to its employees. This program is expected to fund the creation of between 10-25 new child care centers with a maximum award of $800,000. Eligible employers must provide a financial match of 50% for for-profit employers and 25% match for nonprofit or government employers. Families in Colorado face a number of challenges accessing child care, including long wait lists, limited locations near work or home, or no local licensed child care options. These issues may worsen with increased demand for care as families return to work, population growth, and the implementation of Universal Preschool. This program will help address these issues and build more child care capacity. Funding Source: State General Fund Funding Amount: $8,800,000 44 Activity 4: Quality Improve- ment Incentive This activity will provide one-time bonus incentive payments to an estimated 250 new child care programs and nearly 980 existing child care programs that commit to increasing their quality level through the Colorado Shines Quality Rating and Improvement System (QRIS), to increase the number of high-quality child care providers in Colorado. Programs serving infants and toddlers that move from a Level 1 to a Level 2 will receive a $2,000 bonus (for family child care homes) and a $2,500 bonus (for centers). Programs serving infants and toddlers that move from a Level 2 to a Level 3-5 will receive a $3,500 bonus (for homes) and a $4,000 bonus (for centers). Centers that do not serve infants and toddlers would receive a bonus of $1,500 to move from a Level 1 to a Level 2 and $2,000 to move from a Level 2 to a Level 3-5. This activity will increase the number of high-quality child care providers in Colorado, giving more families access to safe, licensed, quality child care services. Funding Source: ARP Funding Amount: $3,278,380 Activity 3: CIRCLE Grants The Community Innovation and Resilience for Care and Learning Equity (CIRCLE) fund will provide grants to child care providers and other community, education or governmental partners, such as Early Childhood Councils, for implementing innovative solutions for tough child care challenges worsened by the pandemic, including the affordability of child care, the lack of infant and toddler care, strengthening child care providers’ business practices, workforce preparation, early childhood transitions, and ensuring all children with special needs and dual-language learners have equitable access to care. CIRCLE Grants will fund activities that help families access care, particularly care that is currently most difficult to find. Improving these care options will help families enter or return to the workforce, and will ensure children have access to high-quality learning environments. Funding Source: CRRSA & ARP Funding Amount: $24,800,000 ($16,800,000 CRRSA; $8,000,000 ARP) Activity 5: Licensing Incentive This activity will provide a one-time bonus incentive payment of $5,000 to become a licensed child care provider, or $500 to become a qualified exempt provider, to an estimated 480 unlicensed providers in Colorado. This activity will help increase the number of licensed child care providers in Colorado, and increase access to safe, licensed, quality child care for families. Funding Source: ARP Funding Amount: $2,400,000 45 Activity 8: Access to Inclusive Care This activity will grow the number of providers offering inclusive and universally designed early learning environments by supporting provider access to adaptive materials, technical assistance, and training. These supports will help providers better meet the needs of children with developmental delays, disabilities, and special needs. Inclusion in early childhood means providing full access, participation, and support to children of all abilities in early education settings so they are able to participate in a broad range of activities and contexts as full members of families, communities, and society. Research shows that providing inclusive early learning environments results in better outcomes for children with developmental delays and disabilities as well as their typically-developing peers. However, there is currently a lack of available care in Colorado for children with delays and disabilities. This activity will help increase the availability of that care across Colorado. Funding Source : CRRSA Funding Amount: $1,257,957 Activity 6: Availability and Outreach of Child Care, Especially for Infants and Toddlers These funds will provide investments to maintain and grow the state’s licensed child care provider population, especially for infant and toddler care, including supporting every Early Childhood Council’s ability to provide outreach to providers and parents and report real-time supply data and improving access to licensed child care for all children. This program will support updated local-level resource and referral information about the availability of open slots and report it to the Colorado Shines data system. Families currently struggle to find available care, especially for infants and toddlers, often calling many facilities to find a location with space for their child. This effort will help Colorado families more quickly identify facilities that have space, and will help Colorado overall understand the availability of open child care slots. Funding Source: CRRSA Funding Amount: $3,352,466 Activity 7: Family Child Care Home Navigator Program This activity will provide funding to support each of the Early Childhood Councils to hire the necessary level of dedicated staff to ensure family child care home providers have a local navigator to connect them with support and resources to improve their business practices, support quality, and retain and grow their business. Each Council will receive funding to hire either a full-time or part-time Family Child Care Navigator position depending on the licensed child care provider population in their area. Colorado has seen a decline in family child care home providers, resulting in a lack of access to child care, particularly infant and toddler care, in many areas. Research shows that utilizing more intensive outreach to and support of family child care home providers can increase the supply and quality of care for family child care homes. Funding Source: CRRSA Funding Amount: $3,352,466 46 The Emerging and Expanding Child Care Grant Program has been created for the purpose of expanding access and availability of licensed child care throughout Colorado, especially in areas where there are child care deserts. Eligible programs may apply for a grant between $3,000 up to $200,000 for expenses related to the expansion of current capacity or the opening of a new child care program. Programs must serve children ages birth to five to be eligible. Colorado currently lacks enough licensed child care to serve all families across the state who would like to access it. This program will help new child care facilities start up, or existing facilities expand, by removing financial barriers to do so, giving more families, especially in child care deserts, access to care. Funding Source: General Fund Funding Amount: $8,800,000 Key: CRRSA - Coronavirus Response and Relief Supplemental Appropriations Act ARP - American Rescue Plan CCDF - Child Care & Development Fund - Strategies that stabilize the early childhood sector - Strategies that grow and expand the early childhood sector - Strategies that support the OEC’s capacity WIG - Strategies that support the OEC’s workforce WIG Revised September, 2021 Activity 9: Emerging & Expanding Grant Related Office of Early Childhood Wildly Important Goals (WIGs): Increase statewide licensed child care capacity for children birth to five by 5% by June 30, 2022. This activity is focused on supporting child care providers who accept families enrolled in the Colorado Child Care Assistance Program (CCCAP). It will support paying for increased absences, in other words, paying child care providers even if a child enrolled in CCCAP is not in attendance on some days. This activity will also increase the amount of money child care providers are paid to care for children enrolled in a CCCAP-funded program, in recognition of the increased cost of providing child care during the pandemic. Increasing the number of absences paid for children enrolled in the CCCAP program, as well as the overall amount paid to providers for children enrolled in CCCAP, will further incentivize programs to accept CCCAP. When there is an increase in the number of providers who accept CCCAP, more eligible families will be able to access child care, and work or attend school. Funding Source: CRRSA Funding Amount: $36,823,976 Activity 10: CCCAP Rates & Payments 47 Percentage of Spending BreakdownIncrease Access to Licensed, High Quality Child Care** These funds will be spent across two fiscal years, FY 2021-22 and FY 2022-23.48 State and Federal Stimulus Strategies Support the Early Care and Education Workforce The Office of Early Childhood supports the early care and education workforce, to expand the number of educators in the state, and equip them with the tools they need to nurture and teach children in their care. Activity 1: Sustainability Grants for Workforce Retention This activity will provide early care and education workforce retention grants to any of the nearly 4,700 eligible licensed child care providers to support the retention of more than 24,000 early childhood professionals in Colorado. Eligible child care providers may use their grant for areas including employee benefits, employee compensation, professional development, and hiring additional staff. COVID-19 has affected the child care industry in Colorado with approximately 10% of child care businesses closing and a 23% decline in the early childhood workforce according to research done by Early Milestones. The child care system was fragile before COVID-19 and is now even more vulnerable to a collapse. This activity will help child care providers sustain their workforce, a vital component to keeping facilities open and operating. Funding Source: CRRSA & ARP Funding Amount: $49,817,600 ($35,000,000 CRRSA; $14,817,600 ARP) Activity 2: Workforce Recruitment & Retention Programs This activity will create an Early Care and Education (ECE) Recruitment and Retention Grant and Scholarship Program that will provide 1,200 current and potential early childhood professionals with financial assistance to draw from a menu of options, adaptable to local needs, to support their access to education and training in order to help them earn credits, credentials, and degrees, and meet child care licensing requirements to serve as qualified workers or obtain a higher level of qualification. The program will help address the early childhood workforce need in Colorado by providing educators a variety of pathways to the profession. Colorado, like many states, is facing a shortage of early childhood professionals, and the implementation of universal preschool will only increase demand. This activity will result in an increase in qualified early childhood professionals, alleviating workforce shortages and better preparing the state for universal preschool. Funding Source: CRRSA & CCDF Base Funding Amount: $11,732,524 ($9,332,524 CRRSA; $2,400,000 CCDF Base) 49 Activity 5: Apprentice ship Program This program seeks to increase the number of high-quality early childhood educators through alternative career pathways to support the influx of families seeking early care and learning with the universal preschool implementation in fall 2023. This strategy complements the CRRSA-funded flexible recruitment and retention programs, specifically free 101 and 103 courses, which, when combined with the work experiences through the apprenticeships program, would make the individuals licensed to teach in an Early Care and Education classroom. Apprenticeships provide an opportunity for professionals to obtain paid work experiences while also pursuing credentials or degrees. Hiring and retaining a qualified early childhood workforce is a top challenge for many child care center directors. This program will connect new and existing child care professionals to help encourage retention throughout the sector, and ensure child care centers have adequate staffing to serve the increasing demand for child care in Colorado. Funding Source: ARP Funding Amount: $2,600,000 Activity 3: CCCAP Teacher Salary Increase This activity implements a grant program to support increased compensation for assistant early childhood teachers and early childhood teachers employed by Colorado Shines high-quality programs (Levels 3-5) that enroll children participating in the Colorado Child Care Assistance Program (CCCAP). Doing so will further incentivize child care providers to accept CCCAP, raise the wages and job stability of approximately 2,400 child care workers at approximately 375 eligible child care programs, and mitigate the negative impacts that educator shortages and turnover has on programs and families. Studies have shown that workers often leave the early childhood sector because of low pay. This high turnover rate causes administrative burden for providers and inconsistency for children and families. This activity will improve provider pay and retention, and support consistency for children and families participating in CCCAP. Funding Source: CCDF Base Funding Amount: $3,000,000 Activity 4: Free 101 and 103 Coursework This program will provide the minimum coursework to become Early Childhood Teacher Qualified, ECE 101 and ECE 103, for free for two years to 1,000 - 1,500 individuals per year. Offering early childhood education (ECE) courses for free will not only help bring new professionals into the field, but will also address Colorado’s overall unemployment concerns because it will give unemployed individuals, immigrants, and recent graduates seeking work a pathway to employment as an ECE educator without having to take on an up-front cost. The need for ECE professionals in Colorado is significant, and expected to grow by 33-42% in the next 10 years due to population increases and the launch of universal preschool. This activity will make accessing necessary coursework more affordable and attainable for prospective ECE professionals, a crucial need as part of COVID-19 recovery, according to a report from the Colorado Department of Higher Education. Funding Source: ARP Funding Amount: $2,600,000 50 Activity 6: Teacher Peer Mentorship This program creates a Teacher Peer Mentorship Program to improve the retention of new teachers of children birth through five across the state. The program will increase teacher retention by ensuring that child care programs are developing leadership from within their programs, giving experienced teachers an opportunity to continue developing their skills, and helping new teachers improve their teaching skills. It incentivizes existing educators and directors to serve as mentors to new early childhood professionals with one- time payments. Hiring and retaining a qualified early childhood workforce is a top challenge for many child care center directors. This program will connect new and existing child care professionals to help encourage retention throughout the sector, and ensure child care centers have adequate staffing to serve the increasing demand for child care in Colorado. Funding Source: CRRSA & ARP Funding Amount $374,464 ($124,464 CRRSA; $250,000 ARP) Activity 7: Free Online Director Training This activity develops a free Director Training Sequence for child care center directors through the Colorado Shines Professional Development Information System (PDIS). The free online training, done in collaboration with higher education, will be a six-hour eLearning course available in both English and Spanish. It will focus on administration and business, instructional leadership, and teacher development, giving directors the professional development resources to be both the child care quality leader and small business leader of their child care center. As the demand for child care across the state increases in the coming years, the need for qualified directors of both large and small child care centers will also increase. Directors are key to the successful operation of child care centers, and with additional training and education can be better prepared to support their employees, which in turn improves retention and increases the overall quality of the care provided at the center. Funding Source: CRRSA Funding Amount: $276,930 Key: CRRSA - Coronavirus Response and Relief Supplemental Appropriations Act ARP - American Rescue Plan CCDF - Child Care & Development Fund - Strategies that stabilize the early childhood sector - Strategies that grow and expand the early childhood sector - Strategies that support the OEC’s capacity WIG - Strategies that support the OEC’s workforce WIG Revised September, 2021 Related Office of Early Childhood Wildly Important Goals (WIGs): Ensure there are enough diverse and qualified early childhood professionals to provide care and education to children birth to five by increasing the workforce by 5% by June 2022. 51 Percentage of Spending BreakdownSupport the Early Care and Education Workforce** These funds will be spent across two fiscal years, FY 2021-22 and FY 2022-23.52 State and Federal Stimulus Strategies Family Strengthening The Office of Early Childhood provides communities and families with the support they need so children have a healthy environment in which to thrive. Activity 1: Reduced Child Care Tuition for Families This activity will dedicate over $100 million from the child care stabilization grants (see the Access handout) to reduce or eliminate child care tuition payments for families. COVID-19 continues to be economically devastating for child care providers. As many families across the state lost income, they stopped sending their children to child care, thus reducing the tuition payments child care providers depend on to stay open. This activity will help families to enroll in child care by allowing providers to reduce or eliminate tuition payments. This will support families to return to work, help build back enrollment numbers at child care facilities across Colorado, and result in $100 million kept in the pockets of families across the state, with families saving an average of $450 per child over the grant. Funding Source: ARP Funding Amount: $101,516,223 Activity 2: Reducing CCCAP Copayments This activity will lower the cost of child care for low-income families enrolled in the Colorado Child Care Assistance Program (CCCAP) by lowering the parent fee that families pay out of pocket to a maximum of 10% of gross income. This strategy also invests in a communications strategy to ensure eligible families are aware of CCCAP and its benefits. Cost of care is a major barrier for many families trying to access licensed, high-quality child care. By reducing the copayment families pay for CCCAP, more families will be able to enroll their children in care, thus being able to work or attend school, with more money left over for food, transportation, housing, and other vital costs. Funding Source: CRRSA Funding Amount: $6,307,914 53 Activity 3: Early Childhood Mental Health Consultants This funding will maintain the additional Early Childhood Mental Health (ECMH) consultant positions recruited in July 2020 in accordance with Governor Jared Polis’ Executive Order (D 2020 120), requiring the state to respond to the health and well-being of children, families and providers impacted by COVID-19. It will also allow for eight additional full time ECMH consultant positions (three funded by CRRSA, five funded by ARP), bringing the total to 52 positions statewide. ECMH consultants partner with early childhood professionals and caregivers, increasing their confidence and ability to promote children’s healthy social-emotional development and mental health. These efforts simultaneously support the growth and wellbeing of adult caregivers, reducing stress and increasing staff retention. Supporting the mental health of early childhood providers is critical to ensuring that child care facilities remain open and operating so that children can continue to access quality care and support. Funding Source: CRRSA & ARP Funding Amount: $4,976,213 ($4,076,213 CRRSA; $900,000 ARP) Activity 4: Health and Mental Health Grants The health and mental health targeted grants are designed to improve the well-being of child care providers and families to support and facilitate a positive, engaging, and reciprocal caregiving environment for children. Providers will have the ability to opt-in to grants that will provide them with a menu of options including trainings, mental health counseling for their workforce and families, social-emotional and health screenings for children, family health education, and access to child care health consultants. The COVID-19 pandemic continues to have a significant impact on communities, families and child care providers. This activity supports the mental health of child care providers, reducing turnover and keeping child care facilities staffed and operational. It also supports children and families by increasing access to screenings, family education, and referrals to preventative care so that all children can be healthy and thriving at home and in child care settings. Funding source: ARP Funding Amount: $6,400,000 Activity 5: Health and Mental Health Programs This activity will fund evidence-based health and mental health programs, including Incredible Years, Pyramid, and Conscious Discipline, that providers may opt-in to participate through state intermediaries. These Health and Mental Health programs will complement the trainings and services that providers may purchase individually through the grants offered under Activity 2. The COVID-19 pandemic has had a significant impact on the wellbeing of children and child care providers. The training and coaching offered through these programs will support child care providers to recognize and reduce challenging and concerning behaviors in children, and to reduce stress, burnout, and turnover among existing early childhood educators and staff, keeping child care facilities open and operating. Funding Source: ARP Funding Amount: $1,930,000 54 Activity 6: Indoor Air Quality Improvement Grants This activity will fund child care providers to update or replace inefficient or outdated heating, ventilation, and air conditioning (HVAC) systems to provide clean, filtered air for children in care. Indoor air quality has been proven to improve both short- and long-term outcomes for children, affecting not only physical health but behavior and education success as well. In partnership with the Colorado Energy Office, the Office of Early Childhood (OEC) will design the grants to address the growing need for filtered indoor air, highlighted by the COVID-19 pandemic and the increased frequency of wildfire smoke in Colorado as a result of climate change. These grants will not only positively impact the health of children, they will support the stabilization of the child care sector in the state, both by reducing utility costs through increased energy efficiency and by increasing the return of families enrolling their child in care through evidence-based COVID safety protocols. Funding Source: ARP Funding Amount: $3,000,000 Activity 7: Maternal Infant Early Childhood Home Visiting (MIECHV) Colorado will receive additional funding through the Maternal Infant Early Childhood Home Visiting (MIECHV) program to support the purchase of $100 grocery store cards by MIECHV contracted agencies, for distribution to families; to support MIECHV contracted agencies to request technology for virtual visits (including both support for the agency or to loan families technology, including laptops, tablets, smartphones, and prepaid cellular and data cards); and to support home visitors by providing funds for one year of Enhanced Home Visiting training and support through state intermediary Parent Possible. This will include support from a regional mental health consultant. Home visiting services are vital to families as Colorado continues to navigate the COVID-19 pandemic. Providing direct assistance and expanding the access and quality of available home visiting services will help strengthen families and prepare children for school, particularly children cared for at home or by a family, friend or neighbor. Funding Source: ARP Funding Amount: $829,563 Activity 8: Promoting Safe and Stable Families (PSSF) Colorado will receive additional funding through the Promoting Safe and Stable Families (PSSF) program to provide direct services to families, including funding for organizations to implement fatherhood support networks and to provide respite care services for parents. The funding will also allow PSSF agencies to request funding to provide technology support for children that are learning at home. Funds will also be provided for recreation support activities that build social connections and social capital building activities. Finally, funding will support the 2022 Strengthening Colorado Families and Communities Conference, enhancements to OEC data systems to improve user experience, and workforce development activities that support PSSF agencies to retain and train staff. Colorado families continue to face significant stress during the COVID-19 pandemic. Support through PSSF will assist families through these stressful times, prevent child maltreatment, and help keep children safe at home. Funding Source: CRRSA Funding Amount: $285,019 55 Key: CRRSA - Coronavirus Response and Relief Supplemental Appropriations Act ARP - American Rescue Plan CCDF - Child Care & Development Fund - Strategies that stabilize the early childhood sector - Strategies that grow and expand the early childhood sector - Strategies that support the OEC’s capacity WIG - Strategies that support the OEC’s workforce WIG - Strategies that offer direct services to families - Strategies that build family strengthening infrastructure in Colorado - Strategies that support system collaboration - Strategies that support parent leadership - Strategies that support service delivery Revised September, 2021 Activity 9: Community Based Child Abuse Prevention (CBCAP) Colorado will receive additional funding through the Community Based Child Abuse Prevention (CBCAP) program to provide direct services to families, including funding to expand home visiting programs and parent support programs. Funding will also support the 2022 Strengthening Colorado Families and Communities Conference, enhancements to OEC data systems to improve user experience, systems collaboration work that will support state and local level alignment to improve outcomes for children and families, work by counties to develop a local child maltreatment prevention plan, and funding to support leadership opportunities and stipends for parents supporting the work of the Office of Early Childhood and stakeholders by sharing their experiences. Preventing child abuse before its first occurrence remains vital as Colorado recovers from the COVID-19 pandemic. Support through CBCAP will engage the many stakeholders who can help prevent child abuse to strengthen and expand the work they are doing. Funding Source: ARP Funding Amount: $4,200,999 56 Percentage of Spending BreakdownFamily Strengthening ** These funds will be spent across two fiscal years, FY 2021-22 and FY 2022-23.** This graph reflects the roughly $2 million that will be utilized by the Community Based Child Abuse Prevention (CBCAP) program in FY 2021-22 and FY 2022-23. CBCAP has until 2025 to expend the full $4,200,999 received.57 Page 1 of 2 MEMORANDUM TO:Mayor and City Council FROM:Jerry Nye, Superintendent of Streets THRU: Scott Miller, Public Works Director DATE:September 23, 2021 Meeting Date: October 12th ,2021 RE: Resolution #089 Series of 2021 Streets Department snowcat replacement purchase contract # 2021-240 REQUEST OF COUNCIL: Staff recommends approval of the contract 2021-240 for the fleet replacement purchase of One (1) purchase of one used Prinoth model Beast snow cat for space management at the Street department snow storage facility. PREVIOUS COUNCIL ACTION: The 2021 Fleet Management plan contains the funds for this fleet replacement purchase. City Council approved the 2021 Fleet management plan in the 2021 budget. BACKGROUND: This purchase is the result of a sole source purchase from Prinoth Snow Cat. Prinoth is the sole supplier of the snowcats for the local ski areas and the machines that we currently have.Prinoth will be available to lend us technical assistance from their local dealership, we can also receive technical support and parts availability from Aspen Ski Company should we need it. DISCUSSION:The Street Department currently has 3 older snow cats that are being used at the snow storage facility. These machines are still running but are approaching the end of their reliability. Staff feels that it would be beneficial to keep 2 of these older machines and purchase the newer used machine from Prinoth and auction off the oldest high hour machine. This newest machine would be our primary machine on snow removal nights at our main snow dump site. In the past years when we have had above normal snow amounts, we have had to use additional snow storage areas, we would then have one of the backup snowcats moved into this additional snow dump site to push the snow up at this location. The third machine is available as a backup in the event of one of the two other machines breaks down. Prinoth Snow Cat is the supplier for all the grooming snow cats in the Aspen/Vail ski areas. This used machine will be completely inspected and have the Gold service package with 90 day/ 500hour warranty by the Prinoth dealership. By staying with Prinoth we will have local technical assistance and local support from the Aspen Skiing Company Fleet for minor parts. These snow cats are essential to the 58 Page 2 of 2 street department to keep the snow storage locations pushed up to maximize the use of the limited snow storage space so the snow removal trucks keep moving efficiently during the snow removal events. FINANCIAL/BUDGET IMPACTS:The Streets Department has a budget of $174.000 for their fleet replacement this year. $140,000 for the snowcat and $34,000 for a vehicle replacement. The vehicle replacement was $19,737 which left a remainder of $154,263 in the Streets replacement budget. The Price for the purchase of this snowcat is $142.500. the older snowcat will be placed on the Public Surplus auction web site and will be auctioned off once the new machine arrives. ENVIRONMENTAL IMPACTS: The snowcat will be a Tier 3 diesel emission compliant machine and will meet off road standard emissions. This machine is equipped with Diesel particulate filters and computer controlled fuel system for peak performance and emission control. Sustainability initiative? Yes Outcome area affected:Air Quality Key metrics affected:Reduction in particulate matter and ozone pollution from vehicle emissions. RECOMMENDED ACTION: Staff recommends council approval of contract 2021-240 for the Prinoth Snowcat Beast from Prinoth of North America. PROPOSED MOTION: “I move to approve Resolution # 089 Series of 2021 on the consent calendar of October 12th,2021. CITY MANAGER COMMENTS: ATTACHMENTS: 59 RESOLUTION #089 (Series of 2021) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND PRINOTH, LLC AND 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 the purchase of a 2017 Prinoth Beast snowcat between the City of Aspen and Prinoth LLC, 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 the purchase of a 2017 Prinoth Beast snowcat for the Streets Department between the City of Aspen and Prinoth, LLC, 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 12th day of October 2021. 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, October 12th, 2021. Nicole Henning, City Clerk 60 DocuSign Envelope ID: FEF512A3-031B-4C85-B2FB-1B845CA784E8 61 DocuSign Envelope ID: FEF512A3-031B-4C85-B2FB-1B845CA784E8 62 DocuSign Envelope ID: FEF512A3-031B-4C85-B2FB-1B845CA784E8 63 DocuSign Envelope ID: FEF512A3-031B-4C85-B2FB-1B845CA784E8 64 DocuSign Envelope ID: FEF512A3-031B-4C85-B2FB-1B845CA784E8 City Attorney 9/22/2021 | 3:10:24 PM MDT 65 May 2020 revision Page 1 of 3 S A L E S A G R E E M E N T NO DATE September 9, 2021 Rocky Mountain Branch Office 2746 Seeber Drive Bldg B Grand Junction CO USA 81506 Tel.: (970) 242-7150 Fax: (970) 241-6722 Far West Branch Office 2620 East 5th Street Reno NV USA 89512 Tel.: (775) 359-7517 Fax: (775) 359-7725 Intermountain Branch Office 2565 Decker Lake Lane, Suite 3 West Valley City UT USA 84119 Tel.: (801) 364-8266 Fax: (801) 364-8275 Eastern USA Branch Office 264 NH Route 106 Gilmanton, NH USA 03237 Tel.: (603) 267-7840 Fax: (603) 267-7843 Purchaser Legal Name: City of Aspen Tel.: (970) 920 5131 Contact: Willy Mcfarlin Customer #: 2007930 Complete address: 130 S. Galena St. Aspen CO, 81611 E-Mail address: willy.mcfarlin@cityofaspen.com EQUIPMENT AND ACCESSORIES DESCRIPTION (if more space needed, continue on Attachment A) QTY NEW USED MODEL SERIAL NO. DESCRIPTION UNIT PRICE TOTAL PRICE 1 used 2017 Beast 908970259 Over the Snow Vehicle, with approx. 5800 hours $140,000.00 $140,000.00 82” closed profile steel tracks with ice caulks INC. INC. 12-way PARK blade with quick mount INC. INC. TOTAL PRICE: $140,000.00 DESCRIPTION OF TRADE-IN EQUIPMENT AND OPTION(S) (if more space needed, continue on Attachment A) QTY NEW USED MODEL SERIAL NO. YEAR HOURS DESCRIPTION TRADE-IN VALUE $ **The trade value will become final only after a thorough evaluation of the vehicle (TIVER) TOTAL TRADE-IN VALUE: $ TOTAL PRICE $ $140,000.00 ADDRESS WHERE EQUIPMENT WILL BE DELIVERED: Prinoth LLC Grand Junction, CO ADDRESS FROM WHICH EQUIPMENT WILL BE SHIPPED: Aspen, CO Discount / Other $ FREIGHT $ $2,500.00 SALES and USE TAXES (8.2%) $ Exempt NET SELLING PRICE $ $142,500.00 **TRADE-IN VALUE TO BE CONFIRMED FOLLOWING EVALUATION (TIVER) $ ( ) SALES and USE TAXES $ ( ) TOTAL TRADE-IN AMOUNT $ ( ) ► TOTAL AMOUNT DUE $ $142,500.00 CASH DUE AT TIME OF SIGNATURE $ $28,500.00 CASH DUE AT NET 30 OF INVOICING $ $114,000.00 DELIVERY DATE: To be Determined Additional Information: Vehicle will be sold with Gold Service Warranty of 90 days or 500 hours PRINOTH LLC (VENDOR) AND PURCHASER AGREE TO THE “TERMS AND CONDITIONS” ON THIS PAGE AND ON PAGE 2 OF THIS SALES AGREEMENT APPEARING ON THE REVERSE SIDE AS WELL AS THE “TERMS OF USE” FOR VEHICLES WITH FLEET MANAGEMENT BOX INSTALLED. TOGETHER ALL OF THESE TERMS AND CONDITIONS ARE BINDING TERMS OF THE CONTRACT BETWEEN THE PARTIES FOR THE SALE OF THE EQUIPMENT DESCRIBED ABOVE. DATED this ______ day of ______________, 20___. DATED this ______ day of ___________, 20____. PRINOTH LLC PURCHASER (print name) (title) (print name) (title) By: By: 66 May 2020 revision Page 2 of 3 TERMS AND CONDITIONS 1. Description of Goods. Vendor shall transfer ownership and deliver possession to Purchaser, and Purchaser shall pay for and accept the equipment and accessories described above (Equipment). 2. Identification of Goods. Identification of the Equipment shall not be deemed to have been made until Vendor has set aside and appropriated the Equipment for the performance of this Sales Agreement. 3. Payment. Purchaser agrees to pay the total purchase price and the amounts due at the time of execution of this Sales Agreement and at the time of delivery of the Equipment in the amounts indicated above. All payments are to be made in United States Dollars by wire transfer, certified check or personal check as requested by Vendor. If any payment is not received as called for, all amounts due and owing will bear interest from that date at a rate of eighteen percent (18%) per annum compounded annually. If Purchaser makes some but not all of the payments required by this Sales Agreement, Vendor has no obligation to sell the Equipment to the Purchaser and all amounts previously paid to Vendor may be retained to Vendor as liquidated damages. Retention of such amounts, however, shall not be a limitation on any remedy Vendor may have due to Purchaser’s breach of the provisions of this Sales Agreement. 4. Time of Delivery. Purchaser shall have the right to specify the date the Equipment is delivered, but in no event shall that date be before the delivery date indicated on the first page of this Sales Agreement. Vendor reserves the right to deliver the Equipment in a single lot or in multiple lots, but in any event Vendor shall deliver all of the Equipment on or before the indicated delivery date. The Equipment shall be shipped by a common carrier to the address indicated for delivery on the first page of this Sales Agreement from the indicated shipment address. The Equipment may make one or more stops, and may pass from the possession of one common carrier to another during transport from the shipment address to the delivery address. 5. Delivery Terms. Delivery of the Equipment shall be Ex Works, (Incoterms 2000), from the ship from address indicated. Delivery shall be made by a common carrier designated by the Vendor and shall be arranged by Vendor at the Purchaser’s expense. Risk of loss shall be on Vendor until the common carrier picks up the Equipment at the ship from address indicated. 6. Notification of Delivery. As soon as the Equipment has been provided to a common carrier for shipment to the delivery address, the Vendor will send a notification to Purchaser of that fact, including an indication of the dates and times at which Purchaser may take delivery of the equipment at the delivery address. 7. Warranty. The only warranty Vendor makes with respect to the Equipment is contained in the separate written warranty policy 180815207 provided to Purchaser at the time of execution of this Sales Agreement. This warranty excludes the engine. The engine is warranted only by its manufacturer, not by PRINOTH LLC. 8. DISCLAIMER OF WARRANTIES. VENDOR IS SELLING ONLY SUCH RIGHT OR TITLE TO THE EQUIPMENT AS VENDOR MAY HAVE ON THE DATE THIS AGREEMENT IS EXECUTED AND DISCLAIMS ANY FURTHER WARRANTY OF TITLE TO SUCH GOODS. VENDOR MAKES NO REPRESENTATIONS THAT THE EQUIPMENT BEING SOLD IS FREE FROM THE RIGHTFUL CLAIM OF ANY THIRD PARTY BY WAY OF INFRINGEMENT OR THE LIKE AND DISCLAIMS ANY WARRANTY AGAINST INFRINGEMENT WITH RESPECT TO THE GOODS. PURCHASER, IN FURNISHING SPECIFICATIONS TO VENDOR, AGREES TO HOLD VENDOR HARMLESS AGAINST ANY CLAIMS BY WAY OF INFRINGEMENT OR THE LIKE THAT ARISE OUT OF COMPLIANCE WITH THESE SPECIFICATIONS. VENDOR MAKES NO WARRANTY OF MERCHANTABILITY FOR THE EQUIPMENT AND PURCHASER AGREES TO ACCEPT THE EQUIPMENT WITHOUT ANY WARRANTY OF MERCHANTABILITY. VENDOR FURTHER MAKES NO WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE EQUIPMENT. THERE ARE NO WARRANTIES EXPRESS OR IMPLIED WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE OF THIS AGREEMENT. 9. Right of Inspection. Purchaser shall have the right to inspect the Equipment at the time and place of delivery and will be deemed to have accepted the Equipment immediately after such inspection. If Purchaser fails to inspect the Equipment at the time of delivery, Purchaser shall be deemed to have waived the right to inspect the Equipment. After the Purchaser has inspected the Equipment or the right of inspection has been waived, Purchaser shall not be permitted to revoke acceptance or later reject the Equipment for any reason, and must immediately pay for the Equipment. 10. Rejection of Non-conforming Goods. Rejection of the Equipment for failure to conform to the requirements of this Sales Agreement must be made at the time of inspection but in no event later than five (5) days after delivery of the Equipment. Purchaser must send written notification of its rejection to the Vendor. Notice must state the basis of the alleged non-conformity of Equipment and describe any portion or part being rejected. If the Purchaser fails to timely make a rejection of the Equipment as provided in this Sales Agreement, Purchaser shall not be permitted to revoke acceptance or later reject the Equipment for any reason. 11. Procedure as to Rejected Goods. On receipt of notification of rejection, Vendor will arrange for the return shipment of the Equipment, at Vendor’s expense. However, within thirty (30) days of receipt of notice of rejection Vendor may have an agent inspect the Equipment for non-conformity; otherwise, inspection will be made upon return to the Vendor’s possession. If the Equipment is confirmed by Vendor as non-conforming, Vendor will ship replacement conforming Equipment within ninety (90) days of notice of rejection unless Purchaser notifies Vendor to forego the shipment before that date. 12. Exclusive Remedies of Purchaser. The exclusive remedies of Purchaser under this Agreement are, in the case of any breach by Vendor other than tender of non- conforming goods, to return the goods and receive repayment of the price from Vendor; and in the case of non-conforming goods or parts, repair or replacement of the non-conforming items. Vendor shall not be responsible or liable to Purchaser for any loss or damage resulting from Vendor’s delayed performance in delivering the Equipment for any reason, including Purchaser’s loss of income or profits, and incidental, special or consequential damages to Purchaser. 13. Limitation of Consequential Damages. The parties agree that eliminating any award of consequential damages to any party aggrieved by breach of this Sales Agreement is consistent with the intent of the parties and the commercial circumstances giving rise to this Sales Agreement. Therefore, consequential damages, if any, under this Agreement may not be recovered by either party for any reason. 14. Force Majeure. Vendor’s obligation to deliver the Equipment is subject to delays incident to labor difficulties, fires, casualties and accidents, acts of the elements, acts of God, transportation difficulties, delays by common carrier, inability to obtain equipment, materials or components or qualified labor sufficient to timely manufacture the Equipment, government regulations or other causes and acts of force majeure beyond the control of Vendor. In the event of such delays, the delivery of the Equipment shall be correspondingly extended and Vendor shall keep Purchaser informed of the effects of such events. 15. Termination on Contingency. This Agreement terminates automatically with respect to any Equipment not yet delivered on the occurrence of any of the following contingencies: (a) shutdown of Vendor’s plant or of Purchaser’s business; (b) any formal or informal, voluntary or involuntary action by either party privately or in court resulting in the appointment of a receiver or trustee or surrender of any substantial degree of business management for the benefit of creditors. 16. Mediation and Arbitration. All claims arising out of or related to this Agreement shall be submitted first to mediation and them to final binding arbitration. Before submitting the matter to arbitration, the parties will engage in non-binding mediation, to be held in Mesa County, Colorado, using a mediator selected by mutual agreement of the parties. If mediation fails to resolve the issue, arbitration shall be conducted in accordance with the Colorado Uniform Arbitration Act. The arbitrators shall be required to follow Colorado law in making an order. The arbitration shall be conducted in Mesa County, Colorado. Unless the parties mutually agree to a different number of arbitrators, the panel of arbitrators shall consist of three (3). One arbitrator shall be appointed by Purchaser, one arbitrator shall be appointed by Vendor, and one arbitrator shall be appointed by the two arbitrators chosen by Purchaser and Vendor. The arbitrators shall agree in advance to render a written decision within seven (7) business days of completion of arbitration. Each party shall pay the costs and fees of any attorney the party engages to assist the party in the arbitration and the arbitrator the party chooses. Purchaser and Vendor shall each pay half of the costs and fees of the third arbitrator. The prevailing party in arbitration shall be entitled to recover costs and attorneys’ fees from the other party or parties. 17. Governing Law, Venue and Jurisdiction. This Agreement shall be governed by and construed in accordance with Article 2 of the Uniform Commercial Code as adopted in the State of Colorado as effective on the date of this Agreement and by other pertinent Colorado law. Jurisdiction for any mediation, arbitration or other proceeding relating to or arising out of this Sales Agreement, the transaction which it defines or the Equipment shall only be proper in the state and federal courts of the State of Colorado. The parties consent to venue in Mesa County, Colorado. The parties waive the right to a jury trial in any lawsuit relating to or arising out of this Sales Agreement, the transaction which it defines or the Equipment. 18. Integrated Agreement. The terms of this Sales Agreement are intended by the parties as a final expression of their agreement and as a complete and exclusive statement of its terms. 19. Modification and Rescission. This Sales Agreement may be modified or rescinded only in writing signed by both parties. 20. Waiver. No claim or right arising out of a breach of this Sales Agreement can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration, is in writing and is signed by the aggrieved party. 21. Notices. All notices required or permitted by this Sales Agreement shall be in writing and personally delivered or mailed by certified mail, return receipt requested, and addressed to the parties at their addresses indicated on page one of this Sales Agreement. 22. Binding Effect. This Sales Agreement shall be binding on and inure to the benefit of its parties and their respective heirs, executors, administrators, legal representatives, successors and assigns. 23. Severability. In case any one or more of the provisions contained in this Sales Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the invalidity, illegality or unenforceability shall not affect any other provision of this Sales Agreement and this Sales Agreement shall be construed as if the invalid, illegal or unenforceable provision had never been contained in it. 24. No Presumption. The parties waive any statutory or common law presumption which would serve to have this Sales Agreement or any provisions of this Sales Agreement construed in favor of or against Vendor or Purchaser in the event any dispute arises concerning the interpretation of this Sales Agreement. 25. Captions. The captions in this Sales Agreement are for convenience only and in no way define, limit or describe the scope or intent of this Sales Agreement nor in any way affect the interpretation of this Sales Agreement. 26. Attorneys’ Fees. In the event that Purchaser fails to pay the amounts owed to Vendor under this Sales Agreement, Vendor shall be entitled to recover from Purchaser reasonable attorneys’ fees and costs Vendor incurs in enforcing the provisions of this Sales Agreement. 27. Counterparts. This Sales Agreement may be signed in one or more identical counterparts and all such counterparts when taken together shall be deemed to constitute the original of this Sales Agreement. DATED this __________ day of ______________________________, 20____ PURCHASER _ (print name) (title) By: 67 May 2020 revision Page 3 of 3 TERMS OF USE HTI DIGITAL GMBH (hereinafter referred to as the “Terms of use“) DEFINITIONS Manufacturer shall mean the company or any its affiliates, officers, directors, employees, partners and licensors as supplier of the Product; HTI Digital shall mean the company that offers the License of the System including Data hosting; Customer shall mean the purchaser of the Product and System; Parties shall mean the Manufacturer and the Customer and a Party means any one of them; System shall mean the software licensed by HTI Digital for the visualisation of the Data concerning the Resort of the Customer; Data shall mean any production, performance, system, resort and/or technical data, etc., excluding any type of personal data; Product/s shall mean the transmitter installed on the ropeways, snow grooming vehicles and/or snow making equipment; Resort shall mean the resort with the ropeways, snow grooming vehicles and/or snow making equipment operated by the customer; 1. PRODUCT DESCRIPTION In order to transfer Data, the Product will be installed on Customer’s ropeways, snow grooming vehicles and/or snow making equipment. The System allows the transfer of Data from the Product to the server of HTI Digital. The System can provide real time and historical information specific to the Resort. The Customer authorizes HTI Digital to process Data collected through the System in accordance with the provisions of this Terms of use and to make it available to the Manufacturer for the use under this Terms of use. The access and/or use of the Data is subject to all of the terms and conditions of this Terms of use as well as all other terms and conditions agreed between HTI Digital and the Customer. The Manufacturer and/or HTI Digital may offer to the Customer the purchase of services in connection with the System. New services may provide different terms and conditions of purchase and use. The performance of services may be subject to a separate agreement. Condition precedent for the use and visualization of the System and/or other services in connection with the System by the Customer is the signature of the Software License- and Data Hosting Agreement with HTI Digital. 2. LIMITATION OF LIABILITY The Manufacturer does not guarantee certain coverage, range and/or signal strength of the System and/or of the Product. The Manufacturer declines any responsibility or liability if the System and/or Product does not reach a satisfying running, and especially if dysfunctions are due to: a. faults external to the electrical equipment; b. wrong operations, negligent acts or vandalism; c. any other dysfunction not attributable to the Manufacturer. The Customer is aware that the System collects Data from the Product supplied by the Manufacturer or third parties, declining any liability for any loss and/or damage of Data. The Customer, in any case, expressly agrees that the Manufacturer and its affiliates, officers, directors, employees, partners and licensors shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profit loss of Data, interruption of business and/or loss of use. The Customer must promptly inform the Manufacturer in the event that the Product becomes lost or stolen, or becomes inoperative due to damage, or if it has been misused in any way. The Manufacturer is not liable for: a. the use of the System will be timely uninterrupted, secure or error-free; b. any Data obtained from the System will be accurate or reliable; c. any eventual defects or errors in the System will be corrected in due time; d. the System will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion. The Customer will indemnify and hold the Manufacturer and/or HTI Digital harmless against any claims incurred by the Manufacturer and/or HTI Digital arising out of or in conjunction with Customer’s use of the System and/or Product, as well as all reasonable costs, expenses and attorney fees incurred therein. The Manufacturer expressly excludes any kind of operational and/or monitoring responsibility regarding the Resort of the Customer. 3. PROPERTY OF DATA The Data collected by the System are and remain sole property of the Customer. The Customer allows HTI Digital and its affiliates, officers, directors, employees, partners and licensors to access and use in an exclusive way the Data, for its own business purposes including, among others for internal research, statistic, promotional and/or any other use, including for development and improvement as well as the use for information services. The Customer acknowledges that the Manufacturer may access the System and use the Data for statistical purposes as well as to improve or develop Manufacturer’s products and/or develop new services. HTI Digital reserves the right to access the Data for an unlimited duration, provided that such storage of the Data complies with all applicable laws and regulations. The Manufacturer may disclose the Data to outside parties when disclosure is reasonably necessary to: a. comply with any applicable law, regulation or court order; b. prevent fraud or abuse against the Manufacturer; c. protect the property rights of the Manufacturer; d. defend the Manufacturer and its affiliates, officers, directors, employees, partners and licensors from any legal proceedings arising out of the Data. Any intellectual property and/or software right relating to the System is and remain the exclusive property of HTI Digital. Nothing in this Contract can be construed as license right to the Customer for purposes not related to this Contract. 4. CONFIDENTIALITY 4.1 Each Party, also for its respective shareholders, directors, employees and consultants, undertakes to treat as confidential and to not disclose, communicate, reproduce, copy any and all data, document, information, news and the like, whether oral or in writing, (hereinafter referred to as the “Confidential Information”) received from the other Party or of which it has become aware during the performance of this agreement, unless to the extent necessary to finalise any agreement with financial entities. 4.2 The Parties shall not be liable for the disclosure, reproduction and use of Confidential Information to the extent necessary and required to carry out the obligations under this agreement or to comply with applicable laws or regulations. In this case, the Party required to make such disclosure shall immediately notify the other in writing, indicating the Confidential Information for which the disclosure is requested and it shall use any diligent effort to ensure that the confidentiality of the Confidential Information is respected. 4.3 The Parties shall not be liable for the disclosure, reproduction and use of Confidential Information which: a. is or has become of public domain prior to the execution of this agreement; b. becomes of public domain following the execution of this agreement independently from either Party’s behaviour; c. is legitimately acquired from third parties with free access to said information and who have communicated it to the Parties not under a confidentiality commitment. 4.4 Either Party shall immediately notify the other Party if it becomes aware of any misappropriation or misuse of Confidential Information by any third party. 4.5 Following termination for any reason of this agreement, either Party shall immediately return to the other any Confidential Information received from the other Party. 5. FORCE MAJEURE Neither Party shall be deemed in default of this agreement to the extent that performance of their obligations are delayed or prevented by reason of any act of God, fire natural disaster, accident, act of government or any other events or circumstances beyond the reasonable control of such Party provided that such Party gives the other Party written notice thereof promptly. 6. MISCELLANEOUS This Terms of use constitute the complete statements agreed between the Parties related to the subject matter of the same and it supersedes any previous agreement, whether oral or in writing, between the Parties in respect thereof. For everything that is not regulated by this Terms of use, the General Conditions of Sale of the Manufacturer shall apply. 68 RESOLUTION # 091 (Series of 2021) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND MCMAHAN AND ASSOCIATES, 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 financial audit services, between the City of Aspen and McMahan and Associates, 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 contract for financial audit services, between the City of Aspen and McMahan and Associates, 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 12th day of October 2021. 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, October 12, 2021. Nicole Henning, City Clerk 69 Agreement Professional Services Page 0 CITY OF ASPEN STANDARD FORM OF AGREEMENT PROFESSIONAL SERVICES City of Aspen Contract No.: 2021-243. AGREEMENT made this 16 day of September, in the year 2021. BETWEEN the City: Contract Amount: The City of Aspen c/o Sara Ott 130 South Galena Street Aspen, Colorado 81611 Phone: (970) 920-5079 And the Professional: McMahan And Associates c/o Paul Backes Chapel Square, Bldg. C 245 Chapel Place, Suite 300 P.O. Box 5850, Avon CO 81620 Phone: 970.845.8800 For the Following Project: Annual review of financial procedures and financial audit services for the City of Aspen 2021 Financials. Exhibits appended and made a part of this Agreement: If this Agreement requires the City to pay an amount of money in excess of $50,000.00 it shall not be deemed valid until it has been approved by the City Council of the City of Aspen. City Council Approval: Date: ___________________________ Resolution No.:___________________ Exhibit A: Scope of Work. Exhibit B: Fee Schedule. Total: Not to Exceed $71,000 DocuSign Envelope ID: C348EE59-16A6-42C4-870D-7A87BD3F309CDocuSign Envelope ID: A672270A-BAF1-4BF2-BAC7-1997B1983ACE 70 Agreement Professional Services Page 1 The City and Professional agree as set forth below. 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 July 31, 2022 (with 4x (four) one year options to renew, the City will allow an annual price increase based on CPI for each renewal year). 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. DocuSign Envelope ID: C348EE59-16A6-42C4-870D-7A87BD3F309CDocuSign Envelope ID: A672270A-BAF1-4BF2-BAC7-1997B1983ACE 71 Agreement Professional Services Page 2 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. (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 DocuSign Envelope ID: C348EE59-16A6-42C4-870D-7A87BD3F309CDocuSign Envelope ID: A672270A-BAF1-4BF2-BAC7-1997B1983ACE 72 Agreement Professional Services Page 3 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) Worker's Compensation insurance to cover obligations imposed by applicable laws for any employee engaged in the performance of work under this contract, and Employers' Liability insurance with minimum limits of 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 Worker's Compensation requirements of this paragraph. (ii) Commercial General Liability insurance with minimum combined single limits of TWO MILLION DOLLARS ($2,000,000.00) each occurrence and THREE MILLION DOLLARS ($3,000,000.00) 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 include coverage for explosion, collapse, and underground hazards. 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 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. (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 DocuSign Envelope ID: C348EE59-16A6-42C4-870D-7A87BD3F309CDocuSign Envelope ID: A672270A-BAF1-4BF2-BAC7-1997B1983ACE 73 Agreement Professional Services Page 4 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 certifi- cate 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. 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 DocuSign Envelope ID: C348EE59-16A6-42C4-870D-7A87BD3F309CDocuSign Envelope ID: A672270A-BAF1-4BF2-BAC7-1997B1983ACE 74 Agreement Professional Services Page 5 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. Worker Without Authorization prohibited – CRS §8-17.5-101 & §24-76.5-101 Purpose. During the 2021 Colorado legislative session, the legislature passed House Bill 21- 1075 that amended current CRS §8-17.5-102 (1), (2)(a), (2)(b) introductory portion, and (2)(b)(III) as it relates to the employment of and contracting with a “worker without authorization” which is defined as an individual who is unable to provide evidence that the individual is authorized by the federal government to work in the United States. As amended, the current law prohibits all state agencies and political subdivisions, including the Owner, from knowingly hiring a worker without authorization to perform work under a contract, or to knowingly contract with a Consultant who knowingly hires with a worker without authorization to perform work under the contract. The law also requires 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. Definitions. The following terms are defined by this reference are incorporated herein and in any contract for services entered into with the Owner. 1. "E-verify program" means the electronic employment verification program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, that is jointly administered by the United States Department of Homeland Security and the social security Administration, or its successor program. 2. "Department program" means the employment verification program established pursuant to Section 8-17.5-102(5)(c). 3. "Public Contract for Services" means this Agreement. 4. "Services" means the furnishing of labor, time, or effort by a Consultant or a subconsultant not involving the delivery of a specific end product other than reports that are merely incidental to the required performance. 5. “Worker without authorization” means an individual who is unable to provide evidence that the individual is authorized by the federal government to work in the United States By signing this document, Consultant certifies and represents that at this time: DocuSign Envelope ID: C348EE59-16A6-42C4-870D-7A87BD3F309CDocuSign Envelope ID: A672270A-BAF1-4BF2-BAC7-1997B1983ACE 75 Agreement Professional Services Page 6 1. Consultant shall confirm the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services; and 2. Consultant has participated or attempted to participate in either the e-verify program or the department program in order to verify that new employees are not workers without authorization. Consultant hereby confirms that: 1. Consultant shall not knowingly employ or contract with a worker without authorization to perform work under the Public Contract for Services. 2. Consultant shall not enter into a contract with a subconsultant that fails to certify to the Consultant that the subconsultant shall not knowingly employ or contract with a worker without authorization to perform work under the Public Contract for Services. 3. Consultant has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services through participation in either the e-verify program or the department program. 4. Consultant shall not use the either the e-verify program or the department program procedures to undertake pre-employment screening of job applicants while the Public Contract for Services is being performed. If Consultant obtains actual knowledge that a subconsultant performing work under the Public Contract for Services knowingly employs or contracts with a worker without authorization, Consultant shall: 1. Notify such subconsultant and the Owner within three days that Consultant has actual knowledge that the subconsultant is employing or subcontracting with a worker without authorization: and 2. Terminate the subcontract with the subconsultant if within three days of receiving the notice required pursuant to this section the subconsultant does not stop employing or contracting with the worker without authorization; except that Consultant shall not terminate the Public Contract for Services with the subconsultant if during such three days the subconsultant provides information to establish that the subconsultant has not knowingly employed or contracted with a worker without authorization. Consultant 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. If Consultant violates any provision of the Public Contract for Services pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the Owner may terminate this Agreement. If this Agreement is so terminated, Consultant shall be liable for actual damages to the Owner arising out of Consultant’s violation of Subsection 8-17.5-102, C.R.S. DocuSign Envelope ID: C348EE59-16A6-42C4-870D-7A87BD3F309CDocuSign Envelope ID: A672270A-BAF1-4BF2-BAC7-1997B1983ACE 76 Agreement Professional Services Page 7 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. 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. 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; 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. DocuSign Envelope ID: C348EE59-16A6-42C4-870D-7A87BD3F309CDocuSign Envelope ID: A672270A-BAF1-4BF2-BAC7-1997B1983ACE 77 Agreement Professional Services Page 8 (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 Agreemen t 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 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 DocuSign Envelope ID: C348EE59-16A6-42C4-870D-7A87BD3F309CDocuSign Envelope ID: A672270A-BAF1-4BF2-BAC7-1997B1983ACE 78 Agreement Professional Services Page 9 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. CITY OF ASPEN, COLORADO: PROFESSIONAL: ________________________________ ______________________________ [Signature] [Signature] By: _Sara Ott_____________________ By: _Paul Backes________________ [Name] [Name] Title: _City Manager_______________ Title: _Partner___________________ Date: ___________________ Date: ___________________ Approve as to Form: _____________________ City Attorney DocuSign Envelope ID: C348EE59-16A6-42C4-870D-7A87BD3F309C 9/20/2021 | 10:31:10 AM PDT Partner DocuSign Envelope ID: A672270A-BAF1-4BF2-BAC7-1997B1983ACE 9/29/2021 | 8:14:31 AM MDT 79 Agreement Professional Services Page 10 EXHIBIT A PROFESSIONAL SERVICES AGREEMENT See attached Engagement Letter Dated Sept 9, 2021 DocuSign Envelope ID: C348EE59-16A6-42C4-870D-7A87BD3F309CDocuSign Envelope ID: A672270A-BAF1-4BF2-BAC7-1997B1983ACE 80 Agreement Professional Services Page 11 EXHIBIT B PROFESSIONAL SERVICES AGREEMENT Fee Schedule Fees shall be reflective general price appreciation since the 2020 audit period, capped to a maximum 5%. Service, excluding the federal single audit test, shall therefore not exceed $64,260. Services for the federal single audit are quoted at an additional $6,250. An initial payment shall be made against the full $64,260 following the site visit to review cash handling and other financial procedures within the organization. Final payment will be due upon completion of the audit and drafting of financial statements. DocuSign Envelope ID: C348EE59-16A6-42C4-870D-7A87BD3F309CDocuSign Envelope ID: A672270A-BAF1-4BF2-BAC7-1997B1983ACE 81 McMahan and Associates, l.l.c. Certified Public Accountants and Consultants Web Site: www.mcmahancpa.com Chapel Square, Bldg C Main Office: (970) 845-8800 245 Chapel Place, Suite 300 Facsimile: (970) 845-8108 P.O. Box 5850, Avon, CO 81620 E-mail: mcmahan@mcmahancpa.com Member: American Institute of Certified Public Accountants Paul J. Backes, CPA, CGMA Avon: (970) 845-8800 Michael N. Jenkins, CA, CPA, CGMA Aspen: (970) 544-3996 Daniel R. Cudahy, CPA, CGMA Frisco: (970) 668-3481 M & A September 9, 2021 City of Aspen, Colorado 130 S. Galena Street Aspen, Colorado 81611-1902 We are pleased to confirm our understanding of the services we are to provide City of Aspen, Colorado for the year ended December 31, 2021. We will audit the financial statements of the governmental activities, the business-type activities, the aggregate discretely presented component units, each major fund, and the aggregate remaining fund information, including the related notes to the financial statements, which collectively comprise the basic financial statements of City of Aspen, Colorado as of and for the year ended December 31, 2021. Accounting principles generally accepted in the United States of America provide for certain required supplementary information (“RSI”), such as management’s discussion and analysis (“MD&A”), to supplement City of Aspen, Colorado’s basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. As part of our engagement, we will apply certain limited procedures to City of Aspen, Colorado’s RSI in accordance with auditing standards generally accepted in the United States of America. These limited procedures will consist of inquiries of management regarding the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We will not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance.The following RSI is required by accounting principles generally accepted in the United States of America and will be subjected to certain limited procedures, but will not be audited: 1.Management’s Discussion and Analysis. We have also been engaged to report on RSI other than MD&A and supplementary information other than RSI that accompanies City of Aspen, Colorado’s financial statements. We will subject the following RSI and supplementary information to the auditing procedures applied in our audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America and will provide an opinion on it in relation to the financial statements as a whole: 1.The combining fund financial statements 2.Individual non-major fund budgetary comparisons 3.Annual Schedule of Revenues and Expenditures for Roads, Bridges and Streets DocuSign Envelope ID: C348EE59-16A6-42C4-870D-7A87BD3F309CDocuSign Envelope ID: A672270A-BAF1-4BF2-BAC7-1997B1983ACE 82 September 9, 2021 City of Aspen, Colorado Page 2 The following other information accompanying the financial statements will not be subjected to the auditing procedures applied in our audit of the financial statements, and our auditor’s report will not provide an opinion or any assurance on that other information: 1.The introductory section 2.Statistical tables Audit Objectives The objective of our audit is the expression of opinions as to whether your basic financial statements are fairly presented, in all material respects, in conformity with accounting principles generally accepted in the United States of America and to report on the fairness of the additional information referred to in the third paragraph when considered in relation to the basic financial statements taken as a whole. The objective also includes reporting on— Internal control related to the financial statements and compliance with the laws, regulations, and the provisions of contracts or grant agreements, noncompliance with which could have a material effect on the financial statements in accordance with Government Auditing Standards. Internal control related to major programs and an opinion (or disclaimer of opinion) on compliance with laws, regulations, and the provisions of contracts or grant agreements that could have a direct and material effect on each major program in accordance with the Single Audit Act (as amended);and the audit requirements of Title 2,U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements of Federal Awards (the “Uniform Guidance”). The reports on internal control and compliance will each include a paragraph that states that the purpose of the report is solely to describe (1) the scope of testing of internal control over financial reporting and compliance and the result of that testing and not to provide an opinion on the effectiveness of internal control over financial reporting or on compliance; (2) the scope of testing internal control over compliance for major programs and major program compliance and the result of that testing and to provide an opinion on compliance but not to provide an opinion on the effectiveness of internal control over compliance; and (3) that the report is an integral part of an audit performed in accordance with Government Auditing Standards in considering internal control over financial reporting and compliance and the Uniform Guidance in considering internal control over compliance and major program compliance. The paragraph will also state that the report is not suitable for any other purpose. Our audit will be conducted in accordance with auditing standards generally accepted in the United States of America ; the standards for financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; the Single Audit Act (as amended); and the Uniform Guidance; and will include tests of accounting records, a determination of major program(s) in accordance with the Uniform Guidance, and other procedures we consider necessary to enable us to express such opinions and to render the required reports. We cannot provide assurance that unmodified opinions will be expressed. Circumstances may arise in which it is necessary for us to modify our opinions or add an emphasis-of-matter or other-matter paragraph. If our opinions on the financial statements or the Single Audit compliance opinions are other than unmodified, we will fully discuss the reasons with you in advance. If, for any reason, we are unable to complete the audit or are unable to form or have not formed opinions, we may decline to express opinions or to issue a report as a result of this engagement. DocuSign Envelope ID: C348EE59-16A6-42C4-870D-7A87BD3F309CDocuSign Envelope ID: A672270A-BAF1-4BF2-BAC7-1997B1983ACE 83 September 9, 2021 City of Aspen, Colorado Page 3 Management Responsibilities Management is responsible for the basic financial statements, the schedule of expenditures of federal awards; all related notes; and all accompanying information as well as all representations contained therein. Management is also responsible for identifying government award programs and understanding and complying with the compliance requirements, and for preparation of the schedule of expenditures of federal awards in accordance with the requirements of the Uniform Guidance. As part of the engagement, we will assist with preparation of your financial statements, schedule of expenditures of federal awards, and related notes. You are responsible for making all management decisions and performing all management functions relating to the financial statements, schedule of expenditures of federal awards, and related notes and for accepting full responsibility for such decisions. You will be required to acknowledge in the management representation letter our assistance with preparation of the financial statements and the schedule of expenditures of federal awards and that you have reviewed and approved the financial statements, schedule of expenditures of federal awards, and related notes prior to their issuance and have accepted responsibility for them. Further, you are required to designate an individual with suitable skill, knowledge, or experience to oversee any non-audit services we provide and for evaluating the adequacy and results of those services and accepting responsibility for them. Management is responsible for establishing and maintaining effective internal controls, including internal controls over compliance, and for evaluating and monitoring ongoing activities, to help ensure that appropriate goals and objectives are met and that there is reasonable assurance that government programs are administered in compliance with compliance requirements. You are also responsible for the selection and application of accounting principles; for the preparation and fair presentation of the financial statements in conformity with accounting principles generally accepted in the United States of America; and for compliance with applicable laws and regulations and the provisions of contracts and grant agreements. Management is also responsible for making all financial records and related information available to us and for ensuring that management is reliable and that financial information is reliable and properly recorded. You are also responsible for providing us with (1) access to all information of which you are aware that is relevant to the preparation and fair presentation of the financial statements, (2) additional information that we may request for the purpose of the audit, and (3) unrestricted access to persons within the government from whom we determine it necessary to obtain audit evidence. Your responsibilities also include identifying significant vendor relationships in which the vendor has responsibility for program compliance and for the accuracy and completeness of that information. Your responsibilities include adjusting the financial statements to correct material misstatements and confirming to us in the written representation letter that the effects of any uncorrected misstatements aggregated by us during the current engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. You are responsible for the design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud or illegal acts affecting City of Aspen, Colorado involving (1) management, (2) employees who have significant roles in internal control, and (3) others where the fraud or illegal acts could have a material effect on the financial statements. Your responsibilities include informing us of your knowledge of any allegations of fraud or suspected fraud affecting the government received in communications from employees, former employees, grantors, regulators, or others. In addition, you are responsible for identifying and ensuring that City of Aspen, Colorado complies with applicable laws, regulations, contracts, agreements, and grants. Additionally, as required by Uniform Guidance, it is management’s responsibility to follow up and take corrective action on reported audit findings and to prepare a summary schedule of prior audit findings and a corrective action plan. The summary schedule of prior audit findings should be available for our review during fieldwork. DocuSign Envelope ID: C348EE59-16A6-42C4-870D-7A87BD3F309CDocuSign Envelope ID: A672270A-BAF1-4BF2-BAC7-1997B1983ACE 84 September 9, 2021 City of Aspen, Colorado Page 4 Management Responsibilities (continued) You are responsible for preparation of the schedule of expenditures of federal awards in conformity with the Uniform Guidance. You agree to include our report on the schedule of expenditures of federal awards in any document that contains and indicates that we have reported on the schedule of expenditures of federal awards. You also agree to include the audited financial statements with any presentation of the schedule of expenditures of federal awards that includes our report thereon. Your responsibilities include acknowledging to us in the written representation letter that (1) you are responsible for presentation of the schedule of expenditures of federal awards in accordance with the Uniform Guidance; (2) that you believe the schedule of expenditures of federal awards, including its form and content, is fairly presented in accordance with the Uniform Guidance; (3) that the methods of measurement or presentation have not changed from those used in the prior period (or, if they have changed, the reasons for such changes); and (4) you have disclosed to us any significant assumptions or interpretations underlying the measurement or presentation of the supplementary information. You are also responsible for the preparation of the other supplementary information, which we have been engaged to report on, in conformity with accounting principles generally accepted in the United States of America. You agree to include our report on the supplementary information in any document that contains and indicates that we have reported on the supplementary information. You also agree to [include the audited financial statements with any presentation of the supplementary information that includes our report thereon. Your responsibilities include acknowledging to us in the written representation letter that (1) you are responsible for presentation of the supplementary information in accordance with accounting principles generally accepted in the United States of America; (2) that you believe the supplementary information, including its form and content, is fairly presented in accordance with accounting principles generally accepted in the United States of America; (3) that the methods of measurement or presentation have not changed from those used in the prior period (or, if they have changed, the reasons for such changes); and (4) you have disclosed to us any significant assumptions or interpretations underlying the measurement or presentation of the supplementary information. Management is responsible for establishing and maintaining a process for tracking the status of audit findings and recommendations. Management is also responsible for identifying for us previous financial attestation engagements, performance audits, or other studies related to the objectives discussed in the Audit Objectives section of this letter. This responsibility includes relaying to us corrective actions taken to address significant findings and recommendations resulting from those audits, attestation engagements, performance audits, or other studies. You are also responsible for providing management’s views on our current findings, conclusions, and recommendations, as well as your planned corrective actions, and the timing and format for providing that information. With regard to using the auditor’s report, you understand that you must obtain our prior written consent to reproduce or use our report in bond offering official statements or other documents. With regard to the electronic dissemination of audited financial statements, including financial statements published electronically on your website, you understand that electronic sites are a means to distribute information and, therefore, we are not required to read the information contained in these sites or to consider the consistency of other information in the electronic site with the original document. DocuSign Envelope ID: C348EE59-16A6-42C4-870D-7A87BD3F309CDocuSign Envelope ID: A672270A-BAF1-4BF2-BAC7-1997B1983ACE 85 September 9, 2021 City of Aspen, Colorado Page 5 Audit Procedures—General An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; therefore, our audit will involve judgment about the number of transactions to be examined and the areas to be tested. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. W e will plan and perform the audit to obtain reasonable rather than absolute assurance about whether the financial statements are free of material misstatement, whether from (1) errors, (2) fraudulent financial reporting, (3) misappropriation of assets, or (4) violations of laws or governmental regulations that are attributable to City of Aspen, Colorado or to acts by management or employees acting on behalf of City of Aspen, Colorado. Because the determination of abuse is subjective, Government Auditing Standards do not expect auditors to provide reasonable assurance of detecting abuse. Because of the inherent limitations of an audit, combined with the inherent limitations of internal control, and because we will not perform a detailed examination of all transactions, there is a risk that material misstatements or noncompliance may exist and not be detected by us, even though the audit is properly planned and performed in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards. In addition, an audit is not designed to detect immaterial misstatements or violations of laws or governmental regulations that do not have a direct and material effect on the financial statements or major programs. However, we will inform the appropriate level of management of any material errors, fraudulent financial reporting, or misappropriation of assets that come to our attention. We will also inform appropriate level of management of any violations of laws or governmental regulations that come to our attention, unless clearly inconsequential, and of any material abuse that comes to our attention. We will include such matters in the reports required for a Single Audit. Our responsibility as auditors is limited to the period covered by our audit and does not extend to any later periods for which we are not engaged as auditors. Our procedures will include tests of documentary evidence supporting the transactions recorded in the accounts, and may include tests of the physical existence of inventories, and direct confirmation of receivables and certain other assets and liabilities by correspondence with selected individuals, funding sources, creditors, and financial institutions.We will request written representations from your attorneys as part of the engagement, and they may bill you for responding to this inquiry.At the conclusion of our audit, we will also require certain written representations from you about the financial statements and related matters. Audit Procedures—Internal Control Our audit will include obtaining an understanding of the entity and its environment, including internal control, sufficient to assess the risks of material misstatement of the financial statements and to design the nature, timing, and extent of further audit procedures. Tests of controls may be performed to test the effectiveness of certain controls that we consider relevant to preventing and detecting errors and fraud that are material to the financial statements and to preventing and detecting misstatements resulting from illegal acts and other noncompliance matters that have a direct and material effect on the financial statements. Our tests, if performed, will be less in scope than would be necessary to render an opinion on internal control and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to Government Auditing Standards. As required by the Uniform Guidance, we will perform tests of controls over compliance to evaluate the effectiveness of the design and operation of controls that we consider relevant to preventing or detecting material noncompliance with compliance requirements applicable to each major federal award program. However, our tests will be less in scope than would be necessary to render an opinion on those controls and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to the Uniform Guidance. DocuSign Envelope ID: C348EE59-16A6-42C4-870D-7A87BD3F309CDocuSign Envelope ID: A672270A-BAF1-4BF2-BAC7-1997B1983ACE 86 September 9, 2021 City of Aspen, Colorado Page 6 Audit Procedures—Internal Control (continued) An audit is not designed to provide assurance on internal control or to identify significant deficiencies. However, during the audit, we will communicate to management and those charged with governance internal control related matters that are required to be communicated under AICPA professional standards, Government Auditing Standards, and the Uniform Guidance. Audit Procedures—Compliance As part of obtaining reasonable assurance about whether the financial statements are free of material misstatement, we will perform tests of City of Aspen, Colorado’s compliance with applicable laws and regulations and the provisions of contracts and agreements, including grant agreements. However, the objective of those procedures will not be to provide an opinion on overall compliance and we will not express such an opinion in our report on compliance issued pursuant to Government Auditing Standards. The Uniform Guidance requires that we also plan and perform the audit to obtain reasonable assurance about whether the auditee has complied with applicable laws and regulations and the provisions of contracts and grant agreements applicable to major programs. Our procedures will consist of test of transactions and other applicable procedures described in the U.S. Office of Management and Budget OMB Compliance Supplement for the types of compliance requirements that could have a direct and material effect on each of City of Aspen, Colorado’s major programs. The purpose of these procedures will be to express an opinion on City of Aspen, Colorado’s compliance with requirements applicable to each of its major programs in our report on compliance issued pursuant to the Uniform Guidance. Engagement Administration We understand that your employees will prepare all cash, accounts receivable, or other confirmations, reconciliations, or work papers we request and will locate any documents selected by us for testing. At the conclusion of the engagement, we will complete the appropriate sections of the Data Collection Form that summarizes our audit findings. It is management’s responsibility to submit the reporting package (including financial statements, schedule of expenditures of federal awards, summary schedule of prior audit findings, auditors’ reports, and a corrective action plan) along with the Data Collection Form to the federal clearinghouse. We will coordinate with you the electronic submission and certification. If applicable, we will provide copies of our report for you to include with the reporting package you will submit to pass-through entities. The Data Collection Form and the reporting package must be submitted within the earlier of 30 days after receipt of the auditor’s reports or nine months after the end of the audit period, unless a longer period is agreed to in advance by the cognizant or oversight agency for audits. The audit documentation for this engagement is the property of McMahan and Associates, L.L.C.and constitutes confidential information. However, pursuant to authority given by law or regulation, we may be requested to make certain audit documentation available to City of Aspen, Colorado’s cognizant or oversight agency or its designee, a federal agency providing direct or indirect funding, or the U.S. Government Accountability Office, or peer reviewers for purposes of a quality review of the audit, to resolve audit findings, or to carry out oversight responsibilities. If requested, access to such audit documentation will be provided under the supervision of McMahan and Associates, L.L.C.personnel. Furthermore, upon request, we may provide copies of selected audit documentation to the aforementioned parties. These parties may intend, or decide, to distribute the copies or information contained therein to others, including other governmental agencies. The audit documentation for this engagement will be retained for a minimum of five years after the report release or for any additional period requested by City of Aspen, Colorado. If we are aware that a federal awarding agency, pass-through entity, or auditee is contesting an audit finding, we will contact the party or parties contesting the audit finding for guidance prior to destroying the audit documentation. DocuSign Envelope ID: C348EE59-16A6-42C4-870D-7A87BD3F309CDocuSign Envelope ID: A672270A-BAF1-4BF2-BAC7-1997B1983ACE 87 September 9, 2021 City of Aspen, Colorado Page 7 Engagement Administration (continued) Paul Backes, C.P.A.,is the engagement partner and is responsible for supervising the engagement and signing the report or authorizing another individual to sign it. Additional firm personnel will be assigned to the engagement as considered necessary. We will begin our audit and issue our reports on a mutually agreed-upon date. We anticipate that the current year’s audit fee will be comparable to the prior year with any change limited to 5% and an additional fee of $6,250 for the single audit procedures on the expenditure of federal awards required for 2021 and the single audit federal clearinghouse submission. We will discuss with you in advance if we anticipate exceeding our quoted fee amount. Our invoices for these fees will be rendered each month as work progresses and are payable on presentation. In accordance with our firm policies, work may be suspended if your account becomes overdue and may not be resumed until your account is paid in full. If we elect to terminate our services for nonpayment, our engagement will be deemed to have been completed upon written notification of termination, even if we have not completed our report. You will be obligated to compensate us for all time expended and to reimburse us for all out- of-pocket costs through the date of termination. The above fee is based on anticipated cooperation from your personnel and the assumption that unexpected circumstances will not be encountered during the audit. If significant additional time is necessary, we will discuss it with you and arrive at a new fee estimate before we incur the additional costs. Government Auditing Standards require that we provide you with a copy of our most recent external peer review report and any letter of comment, and any subsequent peer review reports and letters of comment received during the period of the contract. Our latest available peer review report accompanies this letter. We appreciate the opportunity to be of service to City of Aspen, Colorado and believe this letter accurately summarizes the significant terms of our engagement.If you have any questions, please let us know. If you agree with the terms of our engagement as described in this letter, please where indicated below, and return it to us. Sincerely, McMAHAN and ASSOCIATES, L.L.C. RESPONSE: This letter correctly sets forth the understanding of City of Aspen, Colorado with respect to services to be provided by McMahan and Associates, L.L.C. City of Aspen, Colorado BY: ________________________________________________ Signature ________________________________________________ Title ________________________________________________ Date DocuSign Envelope ID: C348EE59-16A6-42C4-870D-7A87BD3F309CDocuSign Envelope ID: A672270A-BAF1-4BF2-BAC7-1997B1983ACE 88 Member American Institute of Certified Public Accountants 900 Werner Ct., Suite 200 • Casper, WY 82601 Tel: (307) 234-7800 • Fax: (307) 234-9847, (307) 234-5414 Larry D. Graham, CPA Richard P. Reimann, CPA Stephen A. Willadson, CPA Stephanie L. Means, CPA Clif Hodder, CPA Rick Mason, CPA - Of Counsel Joni Kumor, CPA John A. Smith, CPA Scott Buckingham, CPA Andrew J. Beyeler, CPA Jack E. Lenhart, CPA - Of Counsel Larry G. Bean, CPA - Of Counsel    5HSRUWRQWKH)LUP¶V6\VWHPRI4XDOLW\&RQWURO   1RYHPEHU    7RWKH0HPEHUVRI0F0DKDQ $VVRFLDWHV//& DQGWKH3HHU5HYLHZ&RPPLWWHHRIWKH&RORUDGR6RFLHW\RI&3$¶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¶V5HVSRQVLELOLW\  7KHILUPLVUHVSRQVLEOHIRUGHVLJQLQJDV\VWHPRITXDOLW\FRQWURODQGFRPSO\LQJZLWKLWWRSURYLGHWKHILUP ZLWKUHDVRQDEOHDVVXUDQFHRISHUIRUPLQJDQGUHSRUWLQJLQFRQIRUPLW\ZLWKDSSOLFDEOHSURIHVVLRQDOVWDQGDUGV LQ DOO PDWHULDO UHVSHFWV  7KH ILUP LV DOVR UHVSRQVLEOH IRU HYDOXDWLQJ DFWLRQV WR SURPSWO\ UHPHGLDWH HQJDJHPHQWV GHHPHG DV QRW SUHIRUPHG RU UHSRUWHG LQ FRQIRUPLW\ ZLWK SURIHVVLRQDO VWDQGDUGV ZKHQ DSSURSULDWHDQGIRUUHPHGLDWLQJZHDNQHVVHVLQLWVV\VWHPRITXDOLW\FRQWUROLIDQ\  3HHU5HYLHZHU¶V5HVSRQVLELOLW\  2XUUHVSRQVLELOLW\LVWRH[SUHVVDQRSLQLRQRQWKHGHVLJQRIWKHV\VWHPRITXDOLW\FRQWURODQGWKHILUP¶V FRPSOLDQFHWKHUHZLWKEDVHGRQRXUUHYLHZ  5HTXLUHG6HOHFWLRQVDQG&RQVLGHUDWLRQV  (QJDJHPHQWVVHOHFWHGIRUUHYLHZLQFOXGHGHQJDJHPHQWVSHUIRUPHGXQGHUGovernment Auditing Standards, LQFOXGLQJWZRDXGLWVXQGHUWKH6LQJOH$XGLW$FWDQGWZRDXGLWVRIHPSOR\HHEHQHILWSODQV $VSDUWRIRXUSHHUUHYLHZZHFRQVLGHUHGUHYLHZVE\UHJXODWRU\HQWLWLHVDVFRPPXQLFDWHGE\WKHILUPLI DSSOLFDEOHLQGHWHUPLQLQJWKHQDWXUHDQGH[WHQWRIRXUSURFHGXUHV  2SLQLRQ  ,QRXURSLQLRQWKHV\VWHPRITXDOLW\FRQWUROIRUWKHDFFRXQWLQJDQGDXGLWLQJSUDFWLFHRI0F0DKDQ  $VVRFLDWHV//&LQHIIHFWIRUWKH\HDUHQGHG2FWREHUKDVEHHQVXLWDEO\GHVLJQHGDQGFRPSOLHG DocuSign Envelope ID: C348EE59-16A6-42C4-870D-7A87BD3F309CDocuSign Envelope ID: A672270A-BAF1-4BF2-BAC7-1997B1983ACE 89 ZLWK WR SURYLGH WKH ILUP ZLWK UHDVRQDEOH DVVXUDQFH RI SHUIRUPLQJ DQG UHSRUWLQJ LQ FRQIRUPLW\ ZLWK DSSOLFDEOHSURIHVVLRQDOVWDQGDUGVLQDOOPDWHULDOUHVSHFWV)LUPVFDQUHFHLYHDUDWLQJRISDVVSDVVZLWK GHILFLHQF\ LHV RUIDLO0F0DKDQ $VVRFLDWHV//&KDVUHFHLYHGDSHHUUHYLHZUDWLQJRISDVV /HQKDUW0DVRQ $VVRFLDWHV//&  DocuSign Envelope ID: C348EE59-16A6-42C4-870D-7A87BD3F309CDocuSign Envelope ID: A672270A-BAF1-4BF2-BAC7-1997B1983ACE 90 Page 1 of 1 MEMORANDUM TO:Mayor and City Council FROM:Pete Strecker, Finance Director THRU:Sara Ott, City Manager MEETING DATE:October 12, 2021 RE:Resolution #091–Financial Audit Services with McMahan and Associates REQUEST OF COUNCIL:Staff is requesting approval for contracting with McMahan and Associates for annual external auditing of the City’s financial policies and procedures, which also include a final audit recommendation for 2021 completed financials which will wrap up in mid- 2022. BACKGROUND:McMahan and Associates has been the contracted external auditing firm used to review City financials, both in review of annual financials for closing each fiscal year but also in financial procedures and cash handling practices. McMahan and Associates, with offices in Avon, Aspen and Frisco, is very well versed in local Colorado municipalities and especially mountain resort communities and has been a reliable external party to review City financials. DISCUSSION:Annually, the City seeks out an audit of its financial accounting for the operations for all departments and funds under the City’s purview. This external financial review is denoted within the City’s final published financials, which the auditors also assist in preparing, and provides assurances to investors of City debt and to the larger community that the City’s financials practices and accounting are appropriate. FINANCIAL/BUDGET IMPACTS:McMahan and Associates has submitted an engagement letter which reflects continuation of existing routine service levels, at a rate equal to last year’s fee plus 5% to reflect current inflationary pressures. This base agreement, plus an additional $6,250 to cover a single audit requirement (due to the City being granted federal funds in excess of $750,000) are incorporated into the agreement. In total, the agreement is expected not to exceed $71,000. RECOMMENDED ACTION:Staff recommends approval of Resolution #091 and the contract with McMahan and Associates for external audit services for the City of Aspen Financials. CITY MANAGER COMMENTS: ATTACHMENTS: 91 1 REGULAR MEETING ASPEN CITY COUNCIL SEPTEMBER 28, 2021 At 5:00 p.m. Mayor Torre called the regular meeting to order with Councilors Doyle, Hauenstein, Mesirow and Richards in person. Mayor Torre announced that some things have been moved around on the agenda tonight for a joint sketch plan review with the Planning & Zoning Commission, but he does want to take public comment first. PUBLIC COMMENT: Ron Beller – Mr. Beller said he represents the working group for the psychedelic assisted therapy group as Councilor Hauenstein asked them to do. There are 31 of us who have volunteered our time at five long meetings. He spoke about what the group has been working on to turn this into legislation. We have submitted a potential ordinance with the help of the City Attorney and have conducted a sidewalk poll and 90% of Aspen voters supported this effort. He named a few big supporters they have in town. We are asking you to adopt this evidence based Aspen model. We all stand ready to put in a good faith effort for community support. Thank you for your leadership on this issue. Mayor Torre asked about the proposed ordinance and a copy was passed out to each member. Councilor Richards asked about the order in which things are happening before there is a federal approval and federal protocols. She’s concerned about self-treating and how we would know that someone is under professional care. She wondered how we decriminalize and then tell people they can’t use recreationally. Martha Hammel –Ms. Hammel said the goal is to provide community education and outreach so we can help people do this in a safe container. People are doing this anyway, so let’s create an environment for the people using recreationally to maybe start using it professionally. Councilor Richards asked what will prevent people from using it recreationally and Ms. Hammel said recreational use is happening no matter what. Councilor Hauenstein thanked the group for their time and energy. He welcomes an opportunity to meet with them in person and he thinks there are a lot of benefits to this type of therapy, but Rachel’s concerns are valid too. We could go on for a couple of hours, but we have this public hearing coming up on the agenda too. Councilor Mesirow thanked the group for coming. He agreed, this has to be done in the right way. The container is everything. This group has brought in the best minds from around the country to start doing this. Mayor Torre asked Ron if he has additional info from Denver and to provide that to council on the process they followed. Councilor Hauenstein said he’s interested in Oregon as well. Mayor Torre said he sent an email to the public health director for Pitkin County and put this on their radar. County resources and conversations would be helpful. Councilor Richards agreed that doing a presentation to the board of health would be in line and speaking to our state legislators as well. Ruth Harrison – Ms. Harrison said she went to another funeral for a former student, and she can’t stand losing anymore kids to drugs, alcohol, or suicide anymore. In the past five years, they’ve lost 22 students. She just heard of three more in the last two weeks who have committed suicide. One family has lost all three of their children. The paper the other day had an article about mental health resources, 92 2 REGULAR MEETING ASPEN CITY COUNCIL SEPTEMBER 28, 2021 but she said we need a drop in place for other hurting children. The police and sheriff’s department give lip service to the problem. Fentanyl is rampant in the valley now. Jackie Long has also lost a child in this situation, but she needs a space to provide mentoring to these children. We need to provide a temporary overnight solution and has been two years in the works. She meets all licensing requirements. Something must be done. Drugs, alcohol death and suicidesare heart wrenching and she’s over it and she doesn’t see enough being done. Councilor Hauenstein thanked Ruth and Jackie. All of us have met with Jackie about these things before. He keeps asking her to give us something concrete to work from and he would really like to pursue this. Jackie Long – Ms. Long said she’s had this same conversation for the past two years on an individual basis. She’s asking to put on a work session. She’s located at Crossroads, Aspen Chapel, etc. and the community has been generous but something as simple as having some space so that people know where she is. It’s her money and it’s Callie’s Backyard Foundation, but this program is called Secrets because she’s tired of all the secrets here in Aspen. Councilor Mesirow thanked her and said she is invaluable and has been working tirelessly for years for the kids in our community. Mayor Torre thanked her and said he sent the Board of Health an email last week bringing this to their attention as well. Annette Keller – Ms. Keller is here in support of Jackie Long. She has twin girls at Aspen Highschool. If kids aren’t in any organized sport, it’s hard for them to find some sense of belonging. There’s no list of kids who are in trouble, they need to be found. Jackie has to do outreach and eventually those kids trust her and let her in on who is in trouble. She provides so much support, so she really needs a location. Jane Cary – Ms. Cary said she is here to speak about Park Avenue. She saidcity council announced that this would be a one-way street and that was canned and now there is a sidewalk proposal. She doesn’t see how this is going to work. She would like to see the streets as one way which is the most elegant solution to the problem. Ruth Harrison said she agrees. Marsha Bowler – Ms. Bowler lives at 2 nd & Smuggler in the west end. She’s here talking about the dangerous intersections. There are a lot of new moms that have moved here are on cell phones or have ear buds in and can’t hear and she has witnessed far too many near misses. Smuggler Street was discovered as a cut off during the renovation of the pedestrian bridge. She’s proposing additional stop signs, speed bumps, etc. Chet Tomaszuzyk –Mr. Tomaszuzyk caretakes for a house on Smuggler. He suggests punching out Willoughby way to McClain flats as another way out of town. Public comment closed. Mayor Torre introduced the Centennial rental apartments sketch plan review. He invited the Planning & Zoning commissioners up to the table. Spencer McKnight, Teraissa McGovern, Sam Rose and Ruth Carver were in attendance. 93 3 REGULAR MEETING ASPEN CITY COUNCIL SEPTEMBER 28, 2021 City Attorney, James R. True, said there are aspects that need to be considered based on typical understandings of how reviews work. This is just input given by council and the Planning & Zoning Commission and is not technically a quasi-judicial hearing. It is designed very clearly to not provide anything in which an applicant can fully rely on. It is seeking input through an action not that different than a work session. There are some issues of conflict that have been brought forth, so there is a question about various members who may have issues. It’s appropriate to disclose that Ward lives within 300 feet of the property and Skippy has a relationship with someone who lives at Centennial, but it does not mandate recusal at this time, and they are free to speak your mind. Councilor Mesirow said his girlfriend lives at Centennial but does not have a financial stake and feels he can be objective. Mr. True asked Mr. Bendon that he understands the rules of the sketch plan. Chris Bendon of Bendon Adams acknowledged that he does understand the rules of the sketch plan. Mayor Torre introduced the members of the Planning & Zoning Commission. Ben Anderson, City Planner, said this is a chance for an informal conversation and to ask questions and put some issues out on the table. He encourages having an open conversation. Jeff Soloman, he is a member of the team who purchased Centennial in March 2020. Our goal is to gauge councils’ willingness to work with us on a variety of project objectives for this redevelopment. Mr. Bendon said tonight he will speak alongside Will Henschelof 359 Design, Heather Henry of Connect One Design, Tom Todd of Holland and Hart. This sketch plan review is a really valuable tool and can be very meaningful. He showed the plan on screen and continued to give a history of the property. We’ve learned from feedback from the community that there are concerns about timing and interest in being first on the list to come back. Interim housing is another concern. Ben has outlined a series of questions in his memo, and we also have some questions we’d like to get direction on as well. The proposal is for 148 replacement affordable housing units and 59 free market units. They want to know if the city is a potential interim housing partner and if the city is open to further partnership. Much discussion ensued. Councilor Richards asked how much longer they think the current building has. Mr. Soloman said probably another 30 years with no issues. This is about sound proofing and improving the livability of the current situation. Mayor Torre asked the P&Z members to share their thoughts. Ms. Carver wondered where all the people are going to live. It’s a great concept, but where will they go. Mr. Rose wondered how to entice the deal on both ends. Ms. Carver exited the meeting. Ms. McGovern suggested below grade parking to make it more amenable. Mr. McKnight said this looks a lot better when you’re adding a lot more units. They don’t look great or feel great inside as they are now. His biggest concern is about where everyone is going to go. This is 94 4 REGULAR MEETING ASPEN CITY COUNCIL SEPTEMBER 28, 2021 starting in a great way and said he’s interested in hearing the community feedback. He doesn’t see anything that makes him think this is not going to work. He asked when the deed restriction is sunsetting and Mr. Bendon said there is no date yet. Councilor Richards said that they should put out there that as much as we’re looking at this, we’re not really hearing from any of the neighbors or owners and it’s important for views, etc. She agrees that the relocation and transition are top of mind for her. This will also have some traffic impacts. She wondered if a rental/ownership mix would bode better. Councilor Doyle likes the overall looks of it and said it’s going in the right direction. He agrees with Rachel though about the STR’s. Mayor Torre said there will be many challenges ahead. He’s concerned about the landfill. He would push for more affordable housing units instead of free market. We’ve been tackling this parking issue for a long time. We need to be as creative as possible. His number one concern is the displacement. He has an open ear, however, and the challenges can be overcome. Councilor Hauenstein said they are all concerned about losing the deed restrictions. The relocation is really a crux. Councilor Mesirow said the landfill is a huge concern for them. Transitional housing is a must, and the city could be a potential partner. Mayor Torre opened public comment. Jamie Butemeyer – Ms. Butemeyer said she is Councilor Mesirow’s partner and lives at Centennial. She works in mental health services and in order to do that, she needs housing. She does want more housing and newer and better housing provided, but she also can’t afford to lose her housing. Speaking on the mushrooms, she’s asking to keep an open mind. Alex Glen – Mr. Glen thanked council for taking this issue seriously. He’s strongly opposed to the development and was expecting more concrete plans and was somewhat disappointed with council and applicant comments. Adding free market housing right now is not what we need. He wants to know why now instead of waiting fifteen to twenty years from now. This seems like profit over people and profit over the working class in Aspen. Erin Glen – Ms. Glen said it’s disappointing to hear city council members bring up views of other residents and makes her feel like a second-class citizen. Hearing about the location of fire pits makes her feel like council members are out of touch with the working-class citizens in Aspen. She wants to know what each council member has done to engage with the community. Mayor Torre said that it inappropriate at this time. Ms. Glen asked about soil studies. Mr. Bendon said they have completed the soil studies and ownership is very aware of protocols. Ms. Richards apologized to Erin for her comments not being in the order that suited her. She said her first and main concern was with the relocation and needs of the tenants. This was intended to be a good exchange. She was the one who stood up at two different election and gave personal money to get Burlingame built, she helped build the Truscott addition when she was Mayor. She helped pass the real estate transfer tax with her own sweat, tears and money and has worked a low paying job at City Market so she can sit here at this council table. 95 5 REGULAR MEETING ASPEN CITY COUNCIL SEPTEMBER 28, 2021 Jim Pomeroy – Mr. Pomeroy is mostly in favor of this project. It’s a ten-million-dollar value that is being given away and that can’t be understated. If all of this housing goes away, it is literally apocalyptic for the city. More density is possible. He agrees, people over cars. This is about density and having a lot of units. He would rather this is referred to as community housing and not affordable housing. Without this, we will go under. Community housing. Katherine Schultz – Ms. Schultz said she has lived at Centennial for eight years and her unit is scheduled to be demolished. She understands progress, but she pointed out the number of residents is more like 450 people. She said her studio is 450 square feet and the newer units will be larger than that so she wondered if she will be priced out of something she can afford. The impact of losing these 450 people in our community, the act of this mysterious displacement, could be enough to ruin people financially and emotionally so that they can’t come back. Who is going to serve you your food & wine or run the chair lifts? Stacy Rothenberg – Ms. Rothenberg is a resident at Centennial. She’s disappointed that more tenants didn’t show up tonight. It’s really important for everyone to meet together. She felt some comments made tonight were somewhat ignorant. Aside from a few amenities and the opportunity to own her unit, she’s living in a palace. She thinks everyone’s relocation scenario is different, so it’s important for all the residents to get involved. Mayor Torre called for a 30-minute break at 8:10 p.m. Council reconvened at 8:45 p.m. AGENDA AMENDMENTS: Resolution #090, Series of 2021 for consideration after consent calendar. CONSENT CALENDAR: Councilor Richards motioned to approve; Councilor Mesirow seconded. Roll call vote: Doyle, yes; Hauenstein, yes; Mesirow, yes; Richards, yes; Torre, yes. 5-0, motion carried. ACTION ITEMS: Resolution #90, Series of 2021 – Formalizing Policy at the Wheeler Opera House. Councilor Mesirow clarified the mask rules. Mayor Torre said he’s a strong supporter of vaccination and wants to see data about transmission. Mayor Torre is comfortable and there is a chance for amendment down the line. Councilor Hauenstein is fine with this, and Councilor Doyle also is happy with it. Councilor Doyle moved to approve Resolution #090, Series of 2021; Councilor Hauenstein seconded. Mr. True pointed out that getting this into effect will take a little bit of time. Oct 15 th will be the latest effective date and will stay in place until April 15th unless council amends it. Roll call vote: Doyle, yes; Hauenstein, yes; Mesirow, yes; Richards, no; Torre, yes. 4-1, motion carried. Councilor Richards said she thinks it should go further. COUNCIL COMMENTS: 96 6 REGULAR MEETING ASPEN CITY COUNCIL SEPTEMBER 28, 2021 Councilor Hauenstein said he has a lot to say but will wait until the next meeting to give all of his comments. Councilor Richards agreed and said that CML was a great conference and they spoke about how to solve “wicked” problems. Oct 8th is the next CML meeting for the policy committee. John will be tag teaming it since she had to be at her niece’s wedding. Mayor Torre said Aspen was asked to be the regional host on the 14th, but there were some concerns with the indoor mask mandate, so we will not be hosting this time, but we are looking at hosting sometime next year. CITY MANAGER COMMENTS: City Manager, Sara Ott, said the budget books are upstairs and the link to the electronic version has also been provided. Please start diving in. Regarding the discussion tonight regarding relationships with west end folks, there is a small allocation for stop signs etc.for that area. There will be a reduction in services at the Recreation Center because of the inability to find qualified staffing for the ARC. There will be a reduction in hours andwill be fully closed on Sundays. We can’t find staff with proper certifications. We will still be renting out the ice rink with a skeleton crew. Mayor Torre asked about the traffic counter on Power Plant Road. He said he’s been trying to get an idea from neighbors, but he has gone over there at rush hour, and it doesn’t seem to be impacted. He’s trying to get a better sense if it is only during certain times or months. Ms. Ott said we are not looking at closing any streets or one way’ing any streets, but just looking at small scale pedestrian safety measures. Councilor Doyle said the number of citizen complaints are correlating with the amount of people we have in town. Once school started, it’s gotten much better, and complaints went down again. BOARD REPORTS: Councilor Hauenstein said he has had almost weekly meetings on the 4 th of July. They have been getting feedback from different sectors. We had meetings with the Aspen Art Museum, and they would like a traditional presence in the future. Everyone wants to have some form of paradebecause the old parade was way too long. We want to focus on patriotism and get away from commercialism and erase our carbon footprint. We are all realizing that fireworks may never happen again as long as we’re dealing with drought conditions. Mr. True introduced the executive session: Pursuant to C.R.S. Section 24-6-402 (4)(a) The purchase, acquisition, lease, transfer, or sale of any real, personal, or other property interest; (4)(b) Conferences with an attorney for the local public body for the purposes of receiving legal advice on specific legal questions. (4)(e) Determining positions relative to matters that may be subject to negotiations; developing strategy for negotiations; and instructing negotiators. The specific items of discussion involve the following: Parking Fees – 434 East Cooper and is 300-312 E. Hyman. The lease, transfer or acquisition of real property or property interests, contract negotiations, and communication with counsel regarding such subjects. Due to market forces, negotiation strategies and confidentiality demands of parties involved, and necessitated by the subject of the specific legal advice, which further disclosure would be a detriment to the City’s strategic position, the exact properties cannot be disclosed. 97 7 REGULAR MEETING ASPEN CITY COUNCIL SEPTEMBER 28, 2021 Councilor Hauensteinmotioned to move into executive session; Councilor Doyle seconded. Roll call vote: Doyle, yes; Hauenstein, yes; Mesirow, yes; Councilor Richards, yes; Torre, yes. 5-0, motion carried. Council moved into executive session at 9:10 p.m. ______________________________ City Clerk, Nicole Henning 98