HomeMy WebLinkAboutresolution.council.002-08RESOLUTION # 2
(Series of 2008)
A RESOLUTION APPROVING A CONTRACT BETWEEN THE CITY OF
ASPEN, COLORADO, AND ISC SETTING FORTH THE TERMS AND
CONDITIONS REGARDING WIRELESS ACCESS TO THE CITY/COUNTY
NETWORK AND AUTHORIZING THE CITY MANAGER TO EXECUTE
SAID CONTRACT
WHEREAS, there has been submitted to the City Council a contract
between the City of Aspen, Colorado, and ISC, a copy of which contract is
annexed hereto and made a part thereof.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ASPEN, COLORADO:
Section 1
That the City Council of the City of Aspen hereby approves that contract
between the City of Aspen, Colorado, and ISC regarding wireless access to the
City/County network, a copy of which is annexed hereto and incorporated herein,
and does hereby authorize the City Manager of the City of Aspen to execute said
contract on behalf of the Ciry of Aspen.
Dated: ~ ~ ~~ ~®~
'~~~ e% 6
Michael C. Irel d, Mayor
I, Kathryn S. Koch, duly appointed and acting City Clerk do c tify that the
foregoing is a true and accurate copy of that resolution adopted by t e City
Council of the City of Aspen, Colorado, at a meeting held January 14, 2008.
Ka S. Koch, City Clerk
is
AGREEMENT FOR PROFESSIONAL SERVICES
(Under $25,000 To[al Compensation)
This Agreement made and entered on the date hereinafter stated, between the CITY OF
ASPEN, Colorado, ("City") and Information Systems Consulting, ("Professional").
For and in consideration of the mutual covenants contained herein, the parties agree as
follows:
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 .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 $23,824.13. 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-Assi nag bility. 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 pay or 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 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,
PS2-971.doc Page 1
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 wanants that s/he 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 enor, 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
PS2-971.doc Paget
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
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) Workmen'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 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 Workmen's 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 injury (including coverage for contractual and
employee acts), blanket contractual, independent contractors, products, and completed
operations. The policy shall contain a severability of interests provision.
(iii) Comprehensive Automobile Liability insurance with minimum combined
single limits for bodily injury and property damage of not less than ONE MILLION
DOLLARS ($1,000,000.00) each occurrence and ONE MILLION DOLLARS ($1,000,00-
0.00) 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.
PS2-971.doc Page 3
(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 inc-ude the City and the City's
officers and employees as additional insureds. Every policy required above shall be primary insur-
ance, and any insurance carried by the City, its officers or employees, or can•ied 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 by the City shall be completed by the
Professional's insurance agent as evidence that policies providing the required coverages, condi-
tions, 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 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 $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. 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 Property/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 coverages offered by
CIRSA. City shall provide Professional reasonable notice of any changes in its membership or
participation in CIRSA.
PS2-971.doc Page 4
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 aze 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 to
the respective persons and/or addresses listed below or mailed by certified mail return receipt
requested, to:
City: Professional:
City Manager =~~1 /~- '
City of Aspen A7'~1: ~'~t /~ ~i~nK ~V d~T~'~
130 South Galena Street Street Address~0/ Cy . ~ STS
Aspen, Colorado 81611 City, State & Zip Code~~1~-~.2~~•tt' ~, g26o ~
]3. 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 teen, 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
forbeazance 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.
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
PS2-971.doc Page 5
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 Page6
ATTESTED BY: CITY OF ASPEN, COLORADO:
By:
Title: t~ ~y ~....~.,~
WITNESSED BY:
Date: 9 . ~ -~ 7
PROFESSIONAL:
.~ ~c~C .
Title:
Date:
PS2-971.doc Page 7
EXHIBIT "A" to Professional Services Agreement
Scope of Work
Information Systems Consulting will design, create, and implement a secure wireless
network(s) to interface with the City of Aspen/Pitkin County (COAPC) corporate network
for the exclusive use of City and County Staff and associated vendors and guests.
The design includes:
• Secure access to wireless network
• Secure access from wireless network into City/County network
• Ability to deploy workgroup sized solutions while maintaining scalability
• Ability to centrally monitor and manage all wireless access points
• Both internal and external access
• Protocols and procedures for the effective implementation of a wireless network
including spectrum analysis, environmental requirements (power, mounting,...),
testing, and problem diagnosis and remedy.
• Ability to dynamically detect and adjust to various attack vectors
PS2-97Ldoc Page 8
EXHIBIT `iB" to Professional Services Agreement
Rate Schedule
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PS2-971.doc Page 9