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HomeMy WebLinkAboutresolution.council.065-07 RESOLUTION NO. ~ Series of 2007 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT FOR INDEPENDENT EXTERNAL BUDGET REVIEW PROFESSIONAL SERVICES, BETWEEN THE CITY OF ASPEN AND DR. WILLIAM C. RIVENBARK, AND AUTHORIZING THE MAYOR OR CITY MANAGER TO EXECUTE SAID AGREEMENT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a Professional Services Agreement for independent external budget review professional services, between the City of Aspen and Dr. William C. Rivenbark, a true and accurate copy of which is attached hereto as Exhibit "A"; NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ASPEN, COLORADO: That the City Council of the City of Aspen hereby approves that Professional Services Agreement for external budget review, between the City of Aspen and Dr. William C. Rivenbark, a copy of which is annexed hereto and incorporated herein, and does hereby authorize the Mayor or City Manager to execute said agreement on behalf of the City of Aspen. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the a day of ~007. I, Kathryn S. Koch, 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 ofthe City of Aspen, Colorado, at a meeting held on the day hereinabove stated. I I , G:\tara\RESOS\finance.budget.doc AGREEMENT FOR PROFESSIONAL SERVICES (Under $25,000 Total Compensation) This Agreement made and entered on the date hereinafter stated, between the CITY OF ASPEN, Colorado, ("City") and Dr. William C. Rivenbark ("Professional"). For and in consideration of the mutual covenants contained herein, the parties agree as follows: I. 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 September 30, 2007. 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 Finance Director 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 exceed $10,000 in total, including expenses. 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-Assil!llabilitv. Both parties recognize that this contract 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 payor be liable for payment of any sums due which may be due to any sub-contractor. 5. Termination. The Professional or the City may terminate this Agreement, without specifying the reason therefore, 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 - PS2-971.doc Page 1 the termination. Upon any termination, all fmished or unfmished 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. 6. Covenant Against Contingent Fees. The Professional warrants that s1he has not employed or retained any company or person, other than a bona fide employee working for the Professional, to solicit or secure this contract, that s/he has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gifts or any other consideration contingent upon or resulting from the award or making of this contract. 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, 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 PS2-971.doc Page 2 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. Citv'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 Finance Department and are available to Professional for inspection during normal business hours. City makes no representations whatsoever with respect to specific coverage offered by CIRSA. City shall provide Professional reasonable notice of any changes in its membership or participation in CIRSA. 10. 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. 11. Notice. Any written notices as called for herein may be hand delivered to the respective persons and/or addresses listed below or mailed by certified mail return receipt requested, to: City: Finance Director City of Aspen 130 South Galena Street Aspen, Colorado 81611 Professional: William C. Rivenbark, PhD Consultant 50 I Westminster Drive Chapel Hill, NC 27514 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 forbearance or indulgence. 15. Execution of Agreement bv Citv. This agreement shall be binding upon all parties hereto and their respective heirs, executors, administrators, successors, and assigns. - PS2-971.doc Page 3 16. 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. 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 hereinafter written. [SIGNATURES ON FOLLOWING PAGE] - PS2-971.doc Page 4 I ATTESTED BY: JJm~k WITNESSED BY: ~~ By: Title: Date: CITY OF ASPEN, COLORADO: l,f~ PROFESSIONAL: William C. Rivenbark, Ph.D. BY:~&..c..~ Title: ee.""SlJ...,..,.,."...r- Date: 9-z..~' I:>? PS2-971.doc Page 5 EXHIBIT "A" to Professional Services Agreement Scope of Work The consultant shall perform a policy level analysis of the City of Aspen Annual Operating and Capital Budget in order to determine the financial capacity available, and effort produced, to achieve the City's major policy objectives in each funding area. This report will be based upon at least three years of audited financial results and the City's current year operating and capital budget, and should incorporate wherever possible the City's outcome measure program, and other operating metrics as a basis for evaluating organizational effectiveness in delivering services and capital projects based upon adopted budgetary policy. The report should also comment on the evaluator's assessment of the City's capacity to allocate resources differently in order to more effectively and efficiently achieve the City's budgetary objectives. The report should be organized and the analysis completed on a fund by fund basis, considering all sources of revenue and all expenditure and transfer categories. Within the General fund the study should evaluate and comment on the allocation of resources among the City's various governmental functions, which are organized by department. The study should identify areas of concern both in terms of sufficiency of funding to produce desired services and results and also, where practicable the allocation of existing funding to the City's major service and capital improvement areas. The Consultant will prepare a written report, for distribution in draft form to the Mayor and City Manager, by September 7th, 2007. The Consultant will present the findings of the Study to the City Council in a work session by September 18th, 2007. The consultant shall not exceed 95 hours of work to complete the study without prior written approval from the City of Aspen. The total cost of work shall not exceed $ 9,500 (95 hours at $100 per hour plus expenses estimated at $1,500, including travel to and lodging in Aspen). EXHIBIT "B" to Professional Services Agreement Rate Schedule Descri tion Pre aration of Bud et Re ort Travel and Presentation Follow-up technical assistance *Total Estimated Amount $6,500 65 hours $2,000 (20 hours) $1,000 (10 hours) $9,500 - PS2-971.doc Page 6 'Total cost may vary based on the actual number of hours worked ($100 an hour) and the actual expenses incurred, which are limited to the following: airfare, parking, ground transportation, meals, lodging, and copies of training materials. However, the maximum amount billed cannot exceed $11,000 (hours billed and expenses) with the consultant submitting no more than two invoices for worked performed. - PS2-971.doc Page 7