HomeMy WebLinkAboutresolution.council.006-15 RESOLUTION #6
(Series of 2015)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN
AND ASHLEY ERNEMANN FOR ERP PROJECT MANAGER SERVICES,
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 an
ERP Project Manager, between the City of Aspen and Ashley Ernemann, 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 an ERP Project Manager, between the City of Aspen and Ashley Ernemann, 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 Ci Co ncil of the Ci of
Aspen on the 12th day of January 2015.
ayorIStev n Skadron, Mayor-
1,
, Linda Manning, duly appointed and acting City Clerk d 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, 2015
Linda Manning City Cleric
the Of of 900
CITY OF ASPEN STANDARD FORM OF AGREEMENT v 2009
PROFESSIONAL SERVICES
City of Aspen Project No.: 2014-149
AGREEMENT made as of 12— day of January, in the year 2015.
BETWEEN the City:
Contract Amount:
The City of Aspen
c/o Don Taylor
130 South Galena Street Total: Not to Exceed $140,000
Aspen, Colorado-81611
Phone: (970)920-5055
If this Agreement requires the City to pry
And the Professional: an amount of money in excess of
$25,000.00 it shall not be deemed valid,
Ashley Ernemann until it has been approved by the City
y Council of the City of Aspen.
39 Polecat Dr
Aspen, CO 81611 City Council Approval:
Phone: (970)379-8499
Date:
Resolution No.: ! 0 —7o I
For the Following Project:
ERP System Implementation: Project Manager
Exhibits appended and made a part of this Agreement:
Exhibit A: Scope of Work.
Exhibit B: Hourly Fee Schedule.
Agreement Professional Services Page 0
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 ishan
September 2017. 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. lead 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. Tennination 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
Agreement Professional Services Page P
purposes of set-off until such time as the exact amount of damages due the City from the
Professional may be determined.
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 insuranceiand
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, if 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,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 determiner 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 employeesi 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
Agreement Professional Services Page 2
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
coverages shall be procured and maintained with forms and insurance acceptable to the City.
All coverages shall be continuously maintained to cover all liability, claims, demands, and
other obligations assumed by the Professional pursuant to Section 8 above. In the case of any
claims-made policy, the necessary retroactive dates and extended reporting periods shall be
procured to maintain such continuous coverage.
(i) Workers' Compensation insurance to cover obligations imposed by
applicable laws for any employee engaged in the performance of work under this
contract, and Employers' Liability insurance with minimum limits of FIVE
HUNDRED THOUSAND DOLLARS ($500,000.00) for each accident, FIVE
HUNDRED THOUSAND DOLLARS ($500,000.00) disease - policy limit, and
FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) disease - each
employee. Evidence of qualified self-insured status may be substituted for the
Workers'Compensation requirements of this paragraph.
(ii) Commercial General Liability insurance with minimum combined single
limits of ONE MILLION DOLLARS ($1,000,000.00) each occurrence and ONE
MILLION DOLLARS ($1,000,000.00) aggregate. The policy shall be applicable to
all premises and operations. The policy shall include coverage for bodily injury,
broad form property damage (including completed operations), personal in
(including coverage for contractual .and employee acts), blanket . contractual,
independent contractors, products, and completed operations. The policy shall
contain a severability of interests provision.
(iii) Comprehensive Automobile Liability insurance with minimum combined
single limits for bodily injury and property damage of not less than ONE MILLION
DOLLARS ($1,000,000.00) each occurrence and ONE MILLION DOLLARS
($1,000,000.00) aggregate with respect to each Professional's owned, hired and non-
owned vehicles assigned to or used in performance of the Scope of Work. The policy
shall contain a severability of interests provision. If the Professional has no owned
automobiles, the requirements of this Section shall be met by each employee of the
Professional providing services to the City under this contract.
(iv) Professional Liability insurance with the minimum limits of ONE MILLION
DOLLARS ($1,000,000) each claim and ONE MILLION DOLLARS ($1,000,000)
aggregate.
(c) 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
Agreement Professional Services Page 3
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
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) flays
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
$150,000.00 per person and $600,000 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. Cily's Insurance. The parties-hereto understand that the City is a member of the Colokado
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.
Agreement Professional Services Page 4
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 13-98,
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 forbearanci, or
indulgence.
15. Execution of Agreement by City. This Agreement shall be binding upon all parties hereto
and their respective heirs, executors, administrators, successors,' and assigns. Notwithstanding
anything to the contrary contained herein, this Agreement shall not be binding upon the City unless
duly executed by the Mayor of the City of Aspen (or a duly authorized official in his absence)
following a Motion or Resolution of the Council of,the City of Aspen authorizing the Mayor (or a
duly authorized official in his absence)to execute the same.
16. Illegal Aliens—CRS 8-17.5-101 & 24-76.5-101.
(a) Purpose. During the 2006 Colorado legislative session, the Legislature passed
House Bills 06-1343 (subsequently amended by HB 07-1073) and 06-1023 that added
new statutes relating to the employment of and contracting with illegal aliens. These new
laws prohibit all state agencies and political subdivisions, including the City of Aspen,
from knowingly hiring an illegal alien to perform work under a contract, or to knowingly
contract with a subcontractor who knowingly hires with an illegal alien to perform work
under the contract. The new laws also require that all contracts for services include
certain specific language as set forth in the statutes. The following terms and conditions
have been designed to comply with the requirements of this new law..
(b) Definitions. The following terms are defined in the new law and by this reference
are incorporated herein and in any contract for services entered into with the City of
Aspen.
"Basic Pilot Program" means the basic pilot employment verification program
created in Public Law 208, 104th Congress, as amended, and expanded in Public
Law 156, 108th Congress, as amended, that is administered by the United States
Department of Homeland Security.
"Public Contract for Services"means this Agreement.
Agreement Professional Services Page 5
"Services" means the furnishing of labor, time, or effort by a Contractor or a
subcontractor not involving the delivery of a specific end product other than
reports that are merely incidental to the required performance.
(c) By signing this document, Professional certifies and represents that at this time:
(i) Professional shall confirm the employment eligibility of all employees who
are newly hired for employment in the United States; and
(ii)Professional has participated or attempted to participate in the Basic Pilot
Program in order to verify that new employees are not employ illegal aliens.
(d) Professional hereby confirms that:
(i) Professional shall not knowingly employ or contract new employees
without confirming the employment eligibility of all such employees hired for
employment in the United States.under the Public Contract for Services.
(ii) Professional shall not enter into a contract with a subcontractor that fails
to confirm to the Professional that the subcontractor shall not knowingly hire new
employees without confirming their employment eligibility for employment in. the
United States under the Public Contract for Services.
(iii) Professional has verified or has attempted to verify through participation
in the Federal Basic Pilot Program that Professional does not employ any new
employees who are not eligible for employment in the United States; and if
Professional has not been accepted into the Federal Basic Pilot Program prior to
entering into the Public Contract for Services, Professional shall forthwith apply
to participate in the Federal Basic Pilot Program and shall in writing verify such
application within five (5) days of the date of the Public Contract. Professional
shall continue to apply to participate in the Federal Basic Pilot Program and shall
in writing verify same every three (3) calendar months thereafter, until
Professional is accepted or the public contract for services has been completed,
whichever is earlier. The requirements of this section shall not be required or
effective if the Federal Basic Pilot Program is discontinued.
(iv) Professional shall not use the Basic Pilot Program procedures to undertake
pre-employment screening of job applicants while the Public Contract for
Services is being performed.
(v) If Professional obtains actual knowledge that a subcontractor performing
work under the Public Contract for Services knowingly employs or contracts with
a new employee who is an illegal alien, Professional shall:
Agreement Professional Services Page 6
(1) Notify such subcontractor and the City of Aspen within three clays
that Professional has actual knowledge that the subcontractor has newly
employed or contracted with an illegal alien; and
(2) Terminate the subcontract with the subcontractor if within three
days of receiving the notice required pursuant to this section the
subcontractor does not cease employing or contracting with the new
employee who is an illegal alien; except that Professional shall not
terminate the Public Contract for Services with the subcontractor if during
such three days the subcontractor provides information to establish that
the subcontractor has not knowingly employed or contracted with an
illegal'alien.
(vi) Professional shall comply with any reasonable request by the Colorado
Department of Labor and Employment made in the course of an investigation that
the Colorado Department of Labor and Employment undertakes or is undertaking
pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S.
(vii) If Professional violates any provision of'the Public Contract for Services
pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City of
Aspen may terminate the Public Contract for Services. If the Public Contract for
Services is so terminated, Contractor shall be liable for actual and consequential
damages to the City of Aspen arising out of Professional's violation of Subsection
8-17.5-102, C.R.S.
(ix) If Professional operates as a sole proprietor, Professional hereby swears or
affirms under penalty of perjury that the Professional (1) is a citizen of the United
States or otherwise lawfully-present in the United States pursuant to federal law,
(2) shall comply with the provisions of CRS 24-76.5-101 et seq., and (3) shall
produce one of the forms of identification required by CRS 24-76.5-103 prior to
the effective date of this Agreement.
16. 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
Agreement Professional Services Page 7
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:
I. 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.
17. 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.
18. General Terms.
(a) It is agreed that neither this Agreement nor any of its terns, 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.
Agreement Professional Services Page 8
IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly
authorized officials,this Agreement in three copies each of which shall be deemed an original on the
date first written above.
CITY SPEN, COLORADO: PROFESSIONAL:
bz/a MM
[signature] [si tature]
By: 574-¢ (��,•.w rBy: Ns�W 17--vmjnq V1 h
[Name] nn ne
Title: C. moo- Title: P�9'
Date: I �� " ls~ Date:
Approved as to form:
Attorney's Office
Agreement Professional Services Page 9
EXHIBIT A PROFESSIONAL SERVICES AGREEMENT
The City of Aspen plans to undertake a project to replace its current financial, human resources
and payroll system (Eden) with a new enterprise resource planning system (ERP). The ERP
project scope will be formally defined upon execution of a software acquisition or services
agreement and implementation contract. Successful implementation of an ERP system requires
disciplined project management. The City requests the following services to be performed by the
Project Manager:
Project Oversight
■ Overall project coordination and communication
■ Manage day-to-day project tasks
Coordinate Project Staff, Resources and Project Schedule/Plan
■ Schedule Advisory Board (cross-divisional) meetings and'agendas
■ Coordinate IT resources
■ Coordinate project tasks and follow up on action items
■ Exercise quick, effective communication
Documentation
■ Document project schedule and project status
■ Document status calls and deliverables (vendor and city staff)
■ Document system configuration and business process decisions
■ Maintain documentation required to recover liquidated damages in accordance with the
software contract
Request for Proposals (RFP)
■ Review RFP
■ Review proposals and evaluate
■ Schedule demonstrations
■ Evaluate software finalists
Contract
■ Review contract
■ Facilitate negotiations
Monitor
■ Hold ProjectTeamaccountable for action items
Send deadline reminders
Manage vendor relationship, hold vendor accountable for project plan
(insist on completion and quality of deliverables)
■ Drive resolution
■ Track completion of milestones
Agreement Professional Services Page 10
CONTINUED: EXHIBIT A PROFESSIONAL SERVICES AGREEMENT
Change Management
■ Lead change management
■ City-wide communication
■ Monthly ERP newsletter
■ Coordinate city-wide training
Work Closely with Project Lead
J
Agreement Professional Services Page I I
EXHIBIT B PROFESSIONAL SERVICES AGREEMENT
Fee Schedule
Professional will complete scope of work at ninety-five dollars($95) per hour,not to exceed
$140,000.
Agreement Professional Services Page 12