REQUEST FOR PROPOSALS
Sealed proposals will be received at the City of Aspen Purchasing office 2:00pm, January 15, 2016,
at which time the proposals will be opened and reviewed, for the following City of Aspen project:
Upper Roaring Fork River Management Plan
The project will include, but is not limited to: development of a river management plan for the
upper Roaring Fork River; through science and stakeholder involvement and consenus, develop a
plan outlining operational, management, and physical options that can improve the health of the
river in the section through Aspen.
Complete proposal packages are available to download from www.rockymountainbidsystem.com
Vendors must be registered to view the bid packages. There is no charge to register. Call 1-800835-4603 if you need assistance registering.
The City reserves the right to reject any or all Proposals or accept what is, in its judgment, the
Proposal which is in the City's best interest. The City further reserves the right, in the best interests
of the City, to waive any technical defects or irregularities in any and all Proposals submitted.
Pursuant to the Colorado Open Records Act, C.R.S. Section 24-72-200.1 (CORA), any and all of
the documents that are submitted to the City of Aspen may be deemed public records subject to
examination and inspection by third parties. The City of Aspen reserves the right, at its sole
discretion, to release for inspection or copying any document, plan, specification, proposal or other
writing submitted pursuant to this request.
The Proposal must be placed in an envelope securely sealed therein and labeled: "Proposal for
2015-145 Upper Roaring Fork River Management Plan”. The City cannot accept late, faxed, or
emailed proposals.
Discussion may be conducted with responsible offerors who submit Proposals determined to be
reasonably susceptible to be selected for award for purpose of clarification to assure full
understanding of, and responsiveness to the solicitation requirements.
In addition to price, the criteria set forth in the Instruction to Offerors and any specific criteria listed
below, may be considered in judging which Proposal is in the best interests of the City:
Qualifications; prior experience; references; understanding of project goal; proposed scope;
ability to accomplish the project goals.
BY ORDER OF THE CITY OF ASPEN, COLORADO
Rebecca Hodgson, Purchasing

 1. Introduction
The City of Aspen (the City), with Pitkin County, is requesting sealed proposals from interested
firms for development of a River Management Plan (Plan) for the Upper Roaring Fork River.
The objective of this project is to, through sound science and stakeholder involvement and
consensus, develop a plan outlining operational, management, and physical options that can
improve the health of the river in the section through the City of Aspen.
2. Background
In the early 2000s several studies investigated the health of the Roaring Fork River (River) and
reported a severely degraded or impaired stretch of river within the City. The instream flow
determined for this stretch in the 1970s is 32cfs. During the droughts of 2002 and 2012, the river
in this stretch dropped to only 5 cfs – only 15% of the instream flow. Additionally, in 2011 this
stretch of river was listed on the State’s 303d list due to impaired “aquatic life.” These studies
listed three main possible causes for degradation or impairment:
1. Discharge of urban pollutants from the City’s stormwater outfalls,
2. Impacts to riparian areas caused by development and/or land use changes, and
3. A very low flows during the late summer months.
Since 2008, the City has focused on improving the quality of water discharged through its
outfalls. The City now feels it is important to focus its attention on one of the other probable
causes for impairment – inadequate flows during periods of dought. In July of 2015, City
Council made “a River Management Plan” one of its Top Ten Goals, to be completed by summer
of 2017.
Additionally, Pitkin County has been studying the impacts from historical management of the
North Star Nature Preserve property and investigating options to improve river and ecological
health in the area.
This River is highly valued by our residents and visitors and is the top concern of our citizens.
Additionally, as a headwaters community, we recognize the role we play in caring for the river to
deliver a healthy river both physically and metaphorically to our downstream communities. We
hope to be a role model for other communities and to demonstrate how collaboration can
improve the health of a watershed.
3. Work Description
The City of Aspen plans to study the Upper Roaring Fork River, from its headwaters to a point
just below the confluence with Maroon Creek. Our ultimate goal for the project is to develop a
Plan that outlines operational, management, and physical options that improve the health of the
river while respecting each stakeholder’s rights and interests. Implicit to this primary goal are
the following:
1. Form a stakeholder group to identify river management goals for various sections of the
river.
2. Identify targets that will meet the goals set by the stakeholder group.

 3. Identify river management actions, regimes, operational parameters, partnerships,
techniques or projects that can meet targets.
Decisions regarding goals, metrics, scenario planning, management and projects will be reached
through consensus of the stakeholder group.
We hope that by determining valuable attributes of the river, we can work together as a
community to lessen impairment and improve water quality, river health, ecological health,
recreational opportunities, and riparian habitat in ways that closer meet the community’s goals.
We anticipate hiring a team of professionals to facilitate stakeholders’ River goals and
management techniques, to recommend flow targets or other strategies necessary to accomplish
the goals, to model management techniques, to provide summaries identifying how well projects
or management techniques meet River goals, and to recommend priority projects, partnerships,
operational parameters, etc. for the Upper Roaring Fork River Management Plan. We expect
that team to include members with experience and expertise in water resources engineering, river
science, hydrology, water quality, stream geomorphology, Colorado water rights and water law,
and group facilitation.
The following is a suggested scope of work. The City is not committed to this exact scope of
work and is requesting that proposing firms express any ideas, differing approaches, or
recommended actions based on past experience or knowledge of the Upper Roaring Fork
watershed. Final scope of work will be agreed upon by City and selected consultant(s) prior to
signing of contract.
3.1 Scope of Work and Deliverables
Task 1 -- Goal Setting
o With a team of internal City and County staff, identify the exact reach that the
Plan will address. Research and compile documentation that explains the current
state or health of the River in that reach.
o Facilitate a discussion among experts* of possible solutions to known problems
and/or City and County specific river goals. *Experts expected to be a larger
group than what is included in chosen consulting team and should not be included
as sub-contractors. City will contract directly with this group for their
participation.
o Identify and contact stakeholders.
o Engage and facilitate stakeholders (Stakeholder Meeting #1) to identify goals for
River health.
Deliverable – Memo summarizing research and first stakeholder meeting, listing agreed
upon goals, and detailing how and why specific goals were chosen.
Task 2 -- Parameters and Methods
o Engage and facilitate stakeholders (Stakeholder Meeting #2) to determine stream
attributes related to goals and discuss flow metrics that gage goal success.

 o Define and model adequate temporal and spatial information to analyze goals.
o Identify flow targets or other strategies to achieve goals.
Deliverable – Memo summarizing stakeholder meeting, explaining stream attributes and
flow metrics, explaining any modeling chosen and necessary temporal and spatial
information obtained, and explaining flow targets.
Task 3 -- Existing and Possible Strategies
o Through modeling and historic data, determine existing conditions in critical
River segments.
o Determine and outline existing management and existing constraints.
o Present scenarios (different flow regimes or other strategies) to reach targets to
stakeholders (Stakeholder Meeting #3) and gain consensus on five scenarios to
study.
o Model five scenarios and provide comparison to determine effectiveness of
scenario at reaching goal(s). Present findings (Stakeholder Meeting #4) and guide
stakeholders through prioritization of implementation.
Deliverables – Memo summarizing stakeholder meetings and explaining existing
conditions and constraints, listing all proposed scenarios, and detailing the five chosen
scenarios and prioritization of implementation. Visual graphics that aid in representation
of comparisons and effectiveness. All model files, including but not limited to
executable files, input files and output files.
Task 4 -- Results and Report
o Recommend paths or projects to implementation of scenarios, along with cost
estimates.
o Prepare rough draft of Plan which compiles all information from previously
delivered memos as well as information in bullet above, receive and incorporate
review comments, and prepare final draft of Plan.
o Present results to City Council at a Council Work Session.
Deliverables – Rough draft, final draft, and Council presentation.
4. Project Management and Proposal Submittal
The selected Consultant shall work closely with City staff on all tasks to develop a product that
meets the City’s expectations. Multiple meetings will be required at key intervals to gain staff
input, collaborate with staff, agree upon decisions and direction, discuss progress and ensure the
project is maintaining the desired focus. Progress meetings shall occur monthly, at a minimum.
The City prefers meetings at City offices, but recognizes the impact, cost and difficulty of travel
and will be willing to work with chosen Consultant to determine most efficient approach for
monthly meetings during finalization of Scope and prior to signing contract. Some of the data
needed for the analysis is available through the City’s GIS and various other databases. Other
data necessary to provide an accurate report shall be the responsibility of the Consultant.

 In addition to meetings with City staff the Consultant will need to execute a stakeholder process
which will include possibly four or more meetings prior to the finalization of the Draft Plan and
one work session/public meeting with City Council prior to the finalization of the Final Plan.
The Consultant will work as a City consultant, and as such, will be perceived by the public as a
City agent; therefore, the Consultant’s staff must reflect the professionalism and courtesy of a
public employee when dealing with the public. These meetings shall require enough visual aids
to sufficiently present the report.
The Consultant shall also be required to provide meeting summaries for all meetings, including
conference calls, for the duration of this project. A detailed communication plan shall be
developed and approved by the City, and shall be adhered to throughout the project.
Work will not commence until the written Notice to Proceed is issued by the City and received
by the Consultant. This project is expected to begin in mid-February 2016 and be completed by
June 2017. Prospective Consultants should provide an anticipated schedule as part of their
proposal package. A more detailed schedule shall be developed and approved after the project is
awarded.
4.1 Proposal Contents:
o A cover letter, of not more than one page, introducing the Consulting Team (including
subs) and its desire to provide an Upper Roaring Fork River Management Plan for the
City and County. The cover letter should also include the company name and address, as
well as the name, telephone number and email address of the individual authorized to
represent the Consultant Team on all matters relating to this Request for Proposals. The
letter must be signed by an individual authorized to bind the Consultant to all terms,
conditions, and commitments made in the proposal.
o A table of contents that clearly defines sections and includes page numbering.
o General information about the primary firm and all sub-consultants, including the size of
the organizations, locations of the offices, years in business, and organization charts.
o Organization chart for the proposed project team. Names and qualifications of staff
proposed for the assignment, their position in the firm, their position with the project, and
types and amount of experience that support that position with the project. A description
of how overall supervision will be provided should also be included.
o A narrative, supported by past experience and/or local knowledge, explaining proposed
team’s understanding of the project goals and scope.
o A detailed description of a proposed scope of work, including meetings, deliverables,
schedule, and estimated project team hours (broken down by individual member) for each
task.
o Description of relevant projects, with references and their contact information, completed
by the staff included in the team (not the firm), together or independently.
o A description of the standard method of compensation, including charges for
reimbursable expenses and personnel hourly billing rates.

 o Consultant should detail what it expects and requires of the City in order to effectively
perform the services outlined in this Request For Proposal.
o In a separate sealed envelope, include a fee proposal, with a statement of cost breakdown
associated with each of the tasks as outlined in the scope of work.
o All submittals/deliverables/materials should be double-sided (when hard-copy is
necessary), electronic correspondence and review shall occur when possible, and
conference calls or skyping should be utilized when feasible, rather than traveling.
4.2 Proposal Evaluation and Selection:
4.2.1 Review
Proposals will be reviewed and evaluated by personnel from the City of Aspen
Engineering Department, Utilities and Environmental Initiatives Department, Pitkin
County and other agencies as the City deems necessary. Each proposal will be evaluated
on content quality and completeness as described in the preceding section. Interviews
may be conducted with the top ranking Consulting Teams if the City deems it necessary.
4.2.2 Evaluation Criteria
The City will review proposals and determine those that qualify. The City will select a
Consulting Team who in its sole judgment, best suits the needs of the City in successful
completion of this project. The evaluation criteria include the following, as well as
criteria set forth in the City of Aspen Municipal Code Sec. 4.12.020.f:
o Qualifications, prior experience, and client satisfaction (reference checks)
performing similar work of the Consulting Team and assigned individuals. (40%)
o Demonstrated understanding of the project goal and services requested, proposed
scope and ability of the Consulting Team to accomplish project goals. (55%)
o Fee structure and cost effectiveness of the proposal. (5%)
4.2.3 Proposal Submission
Six (3) paper copies and one (1) electronic copy of the proposal must be submitted on or
before 2:00pm, January 15, 2016 to the City Purchasing office, 130 S. Galena Street,
Aspen, Colorado 81611. The City cannot accept late, faxed or emailed proposals.
o The paper copies must be printed on both sides of the paper and bound
individually in a three-ring binder that contains post-consumer recycled material.
o The electronic copy must be compiled into a single PDF document on a thumb
drive device. Failure to compile the proposal into a single PDF document may
result in disqualification.
In a separate sealed envelope (one submittal), include a fee proposal, with a statement of
cost breakdown associated with each of the tasks as outlined in the scope of work.

 4.3 City Reservation
The City of Aspen reserves the right to waive irregularities or discrepancies in a proposal if the
City determines that the waiver is in the best interest of the City.
4.4 Addenda to the RFP
The provisions of this RFP cannot be modified by oral interpretations or statements. If inquiries
or comments by offerors raise issues that require clarification by the City, or the City decides to
revise any part of this RFP, addenda will be posted to the Purchasing website.
4.5 Questions
Questions regarding the RFP and/or procurement process must be submitted via email to
rebecca.hodgson@cityofaspen.com or april.long@cityofaspen.com. All questions with answers
will be posted on Rocky Mountain Bid System website for all Offerors to review.
4.6 Legal
Consultants must review the Instruction to Offerors of Professional Services (attachment A) and
the Professional Services Agreement (attachment B) to fully understand the legal parameters for
contracting with the City of Aspen. By submitting a proposal, the Consultant agrees to the terms
and conditions without change.
Pursuant to the Colorado Open Records Act, C.R.S. Section 24-72-200.1 (CORA), any and all of
the documents that are submitted to the City of Aspen may be deemed public records subject to
examination and inspection by third parties. The City of Aspen reserves the right, at its sole
discretion, to release for inspection or copying any document, plan, specification, proposal or other
writing submitted pursuant to this request.

 THE CITY OF ASPEN
INSTRUCTIONS TO OFFERORS
OF PROFESSIONAL SERVICES
1.

The City of Aspen has advertised to invite Professionals to submit sealed Proposals as more
fully described in the Request for Proposals. The following instructions have been prepared
to assist Offerors in the preparation of their Proposals. These instructions may be altered by
the City whenever it is deemed necessary in the best interests of the City.

2.

The Contract Documents for this project shall consist of the following documents:
A.
B.
C.
D.
E.
F.
G.
H.
I.
J.

Request for Proposals (Public Notice and Letters to Potential Offerors).
Instructions to Offerors.
Addenda, if any.
Proposal submitted by Offeror.
Proposal Bond Forms, if any.
Qualification Form, if any.
Notice of Award.
Agreement.
Scope of Work, if not set forth in the Request for Proposals.
Notice to Proceed.

3.

Information contained in the Contract Documents, as completed during the contract award
process, shall be the basis for the Proposals, and nothing shall be deemed to change or
supplement this basis except for written revisions to the above documents issued by the City
of Aspen.

4.

The City reserves the right to reject any or all Proposals or accept what is, in its judgment,
the Proposal which is in the best interest of the City’s. The City further reserves the right, in
the best interests of the City, to waive any technical defects or irregularities in any and all
Proposals submitted, and to negotiate contract terms with the Successful Offeror, and the
right to disregard all nonconforming, nonresponsive or conditional Proposals. Discrepancies
between words and figures will be resolved in favor of words. Discrepancies between the
indicated sum of any column of figures and the correct sum thereof will be resolved in favor
of the correct sum.

5.

The cost of proposal preparation shall be borne solely by the persons or entities submitting
proposals.

6.

The following procedures or steps shall be followed after the issuance or publication of
Request for Proposals:

1

 A.

Reference is made to the Request for Proposals to determine if a pre-Proposal
conference will be scheduled, and if so, where and when. If a pre-Proposal
conference is scheduled, attendance at the pre-Proposal conference is
mandatory unless prior authorization is given by the City. The costs of
attendance at a pre-Proposal conference shall be borne entirely by the
Offeror.

B.

Reference is made to the Request for Proposals to determine how complete
Proposal Packages may be obtained.

C.

Before submitting a Proposal, each Offeror must (a) examine the Contract
Documents thoroughly, (b) visit the site, if any, to familiarize her/himself
with local conditions that may in any manner affect cost, progress or
performance of the Work, (c) familiarize her/himself with federal, state and
local laws, ordinances, rules and regulations that may in any manner affect
costs, progress or performance of the Work; (d) familiarize her/himself with
the unique weather conditions of the City of Aspen and surrounding area that
may affect costs, progress or performance of Work; and (e) study and
carefully correlate Offeror's observations with the Contract Documents.

D.

Reference is made to the Request for Proposals for the identification of those
reports of investigations and tests of subsurface and latent physical
conditions at the site or otherwise affecting cost, progress or performance of
the Work which have been relied upon by the City of Aspen or a consultant
in preparing any Drawings or Specifications. These reports are not
guaranteed as to accuracy or completeness, nor are they part of the Contract
Documents. Before submitting her/his Proposal each Offeror will, at her/his
own expense, make such additional investigations and tests as the Offeror
may deem necessary to determine her/his Proposal for performance of the
Work in accordance with the time, price and other terms and conditions of
the Contract Documents.

E.

Reference is made to the Request for Proposals to determine the place, date,
and time for delivering sealed Proposals for this project.

F.

Proposals shall be submitted at the time and place indicated in the Request
for Proposals and shall be included in an opaque sealed envelope, marked
with the Project title and name and address of the Offeror and accompanied
by the Proposal Security referenced below and other required documents. If
the Proposal is sent through the mail or other delivery system the sealed
envelope shall be enclosed in a seperate envelope with the notation
"PROPOSAL ENCLOSED" on the face thereof. Proposals submitted by

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 facsimile machine (FAX) or email shall not be accepted or considered.
G.

Reference is made to the Request for Proposals to determine if Proposal
Security shall be required for this project. If a Proposal Security is required
then each proposal must be accompanied by Proposal Security made payable
to the City of Aspen, in an amount of five percent (5%) of the maximum
Proposal price and in the form of a certified or bank check or a Proposal
Bond (on form attached, if a form is prescribed) issued by a Surety.
The Proposal Security of the Successful Offeror will be retained until such
Offeror has executed the Agreement and furnished the required Payment and
Performance Bonds, if any are required by the Supplemental General
Conditions, whereupon it will be returned; if the Successful Offeror fails to
execute and deliver the Agreement and furnish the require Performance and
Payment Bonds, if any are required, within fifteen (15) days of the Notice of
Award, the City of Aspen may annul the Notice of Award and the Proposal
Security of that Offeror shall be forfeited. The Proposal Security of any
Offeror whom the City of Aspen believes to have a chance of receiving the
award may be retained by the City of Aspen until the earlier of the seventh
day after the "effective date of the Agreement" (which term is defined in the
General Conditions) or the sixty first (61) day after the Proposal opening.
Proposal Security of other Offerors will be returned within seven (7) days of
the Proposal opening.

H.

Reference is made to the Request for Proposals for any Proposal Forms that
may be required to be completed as part of the Proposal. Proposal Forms, if
any are required, must be completed in ink or by a printer/typewriter. The
Proposal price must be stated in words and numerals; in case of a conflict,
words will take precedence. Proposals by corporations must be executed in
the corporate name by the president or a vice-president (or other corporate
officer accompanied by evidence of authority to sign) and the corporate seal
must be affixed and attested by the secretary or an assistant secretary. The
corporate address and state of incorporation shall be shown below the
signature. Proposals by partnerships must be executed in the partnership
named and signed by a partner, whose title must appear under the signature
and the official address of the partnership must be shown below the
signature.

I.

Proposals may be modified or withdrawn by an appropriate document duly
executed (in the manner that a Proposal must be executed) and delivered to
the place where Proposals are to be submitted at any time prior to the
opening of Proposals. If, within twenty four (24) hours after Proposals are
opened, any Offeror files a duly signed written notice with the City of Aspen

3

 and promptly thereafter demonstrates to the reasonable satisfaction of the
City of Aspen that there was a material and substantial mistake in the
preparation of her/his Proposal, that the Offeror may withdraw her/his
Proposal and the Proposal Security will be returned. Thereafter that Offeror
shall be disqualified from submitting a Proposal.
J.

At the place, date and time fixed for opening Proposals, all Proposals
received prior to that time shall be opened and reviewed. All Proposals shall
remain open for a period of thirty (30) days, but the City may, in its sole
discretion, release any Proposal and return the Proposal Security prior to that
date.

K.

The City shall then evaluate each Proposal in the best interests of the City of
Aspen. The proposals shall be evaluated to determine which are the most
advantageous to the City of Aspen taking into consideration price, the
evaluation factors set forth at Section 3-14(f) of the Aspen Municipal Code,
and any factors set forth in the Request for Proposals.

L.

Prior to accepting a Proposal, the City may decide to interview one or more
Offerors to negotiate final contract terms for inclusion in the Agreement.

M.

To demonstrate qualifications to perform the Work, each Offeror must be
prepared to submit within five (5) days of a request, financial data, previous
experience or evidence of authority to conduct business in the state of
Colorado. Notwithstanding any language to the contrary contained in any
Request for Proposals, professionals shall not be required to divulge any
information they deem to be confidential regarding previous clients, work
performed, or cost of said previous work. The request, if any, for financial
data is intended solely to help assess the professional’s capacity and
qualifications to work for the City.

N.

Upon determining the successful Offeror, the City of Aspen shall send to the
Successful Offeror a Notice of Award notifying the recipient of the City's
acceptance of the Offeror's Proposal, subject to the City Manager or City
Council approval of the Contract Documents. The Notice of Award shall also
forward to the presumptive Successful Offeror three (3) unexecuted copies of
the Agreement with instructions to execute and return the same to the City
within ten (10) days or risk having their Proposal declared abandoned. If the
proposed Agreement shall be for an amount in excess of $25,000.00, the City
Council at its next regularly scheduled meeting following receipt by the City
of the duly executed copies of the Agreement shall be asked to consider
approval of the Agreement and authorize the Mayor of the City of Aspen to
execute the same. If the proposed Agreement shall be in an amount equal to

4

 or less than $25,000.00 the City Manager shall be asked to consider approval
of the Agreement by executing the same.
O.

Upon receipt of all documents required by the Notice of Award and upon
approval of the Agreement by the City Council or City Manager, the
Successful Offeror shall be sent a Notice to Proceed along with a copy of the
Agreement duly executed by the City Manager or Mayor of the City of
Aspen.

7.

All purchases of supplies, construction or building materials shall not include Federal Excise
Taxes or Colorado State or local sales or use taxes. The City of Aspen's State of Colorado
tax identification number is 98-04557. The City of Aspen's Federal Tax Identification
Number is 84-6000563.

8.

There are specific indemnity and insurance requirements which the Successful Offeror must
comply with prior to the start of Work for this project. These requirements are set forth in
detail in the Agreement.

9.

The submission of a Proposal will constitute an incontrovertible representation by the
Offeror that he has complied with every requirement of these instructions and that the
Contract Documents are sufficient in scope and detail to indicate and convey understanding
of all terms and conditions for performance of the Work.

10.

Reference is made to the Request for Proposals for the identity of the City of Aspen's project
manager(s) who will coordinate all aspects of the selection process. All questions about the
meaning or intent of the Contract Documents shall be submitted to the project manager(s) in
writing. Replies will be issued by Addenda mailed or delivered to all parties recorded by the
project manager(s) as having received a Proposal Package. Questions received less than ten
(10) days prior to the date of Proposal openings may not be answered. Only questions
answered by formal written Addenda will be binding. Oral and other interpretations or
clarifications will be without legal effect.

11..

By submitting an offer or bid, 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 it does not employ illegal aliens.

instruc3.bid – version 6/07

5

 CITY OF ASPEN STANDARD FORM OF AGREEMENT - 2009

PROFESSIONAL SERVICES
City of Aspen Project No.: ____________.

AGREEMENT made as of ______ day of _______________________, in the year ________.
BETWEEN the City:
The City of Aspen
c/o _________________________________
130 South Galena Street
Aspen, Colorado 81611
Phone: (970) 920-5055

Contract Amount:

And the Professional:
_____________________________________
c/o ___________________________________
______________________________________
______________________________________
Phone: __________________________

Total:

$________________

If this Agreement requires the City to pay
an amount of money in excess of
$25,000.00 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.:___________________

For the Following Project:
____________________________________________________________________________
____________________________________________________________________________

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 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 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 Professional Services

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 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.
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 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

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 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)
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 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
($1,000,000.00) aggregate with respect to each Professional's owned, hired and nonowned 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
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 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
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
$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 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.

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 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 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 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.

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 “Public Contract for Services” means this Agreement.
“Services” means the furnishing of labor, time, or effort by a Contractor or a
subcontractor not involving the delivery of a specific end product other than
reports that are merely incidental to the required performance.
(c)

By signing this document, Professional certifies and represents that at this time:
(i) Professional shall confirm the employment eligibility of all employees who
are newly hired for employment in the United States; and
(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:

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 (1)
Notify such subcontractor and the City of Aspen within three days
that Professional has actual knowledge that the subcontractor has newly
employed or contracted with an illegal alien; and
(2)
Terminate the subcontract with the subcontractor if within three
days of receiving the notice required pursuant to this section the
subcontractor does not cease employing or contracting with the new
employee who is an illegal alien; except that Professional shall not
terminate the Public Contract for Services with the subcontractor if during
such three days the subcontractor provides information to establish that
the subcontractor has not knowingly employed or contracted with an
illegal alien.
(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

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 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.
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 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.

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 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 OF ASPEN, COLORADO:

PROFESSIONAL:

________________________________

______________________________

By: _____________________________

By: _____________________________

Title: ____________________________

Title: ____________________________

Date: ___________________

Date: ___________________

[Signature]

[Name]

[Signature]

[Name]

Approved as to form:
_______________________________
City Attorney’s Office

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 EXHIBIT A PROFESSIONAL SERVICES AGREEMENT
Scope of Work

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 EXHIBIT B PROFESSIONAL SERVICES AGREEMENT
Hourly Fee Schedule

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