HomeMy WebLinkAboutresolution.council.124-18 RESOLUTION #124
(Series of 2018)
A RESOLUTION APPROVING A CONTRACT BETWEEN THE CITY OF
ASPEN, COLORADO AND CONNECTIQ LABS, INC. DBA DRIVERMILES,
SETTING FORTH THE TERMS AND CONDITIONS OF THE SOFTWARE
AND PROJECT AGREEMENT.
WHEREAS, the City of Aspen is committed to maintaining a high quality of life
for residents and providing a superior visitor experience, and
WHEREAS, quality of life and experience is greatly influenced by the way
community members and visitors move into, out of, and around Aspen, and
WHEREAS, Aspen's current mobility options are not competitive with the
personal automobile, which encourages the use of single-occupancy vehicles, and
WHEREAS, single occupancy vehicles lead to traffic, air quality and safety
concerns, and an overall reduced experience, and
WHEREAS, the City of Aspen aims to experiment with new mobility services
with the hope that new mobility options can compete with the personal automobile
and provide better options for community members to move, and
WHEREAS, the City of Aspen supports residents and visitors in choosing low
carbon transportation options, and
WHEREAS the City of Aspen seeks to test new modes of transportation during a
lab in the summer of 2019, and
WHEREAS encourage the use of these modes and to lead to lasting behavior
change, incentives and motivators must be offered to community members and
commuters, and
WHEREAS a specific software program is needed to organize and facilitate these
incentives and support the City of Aspen staff in making the project a success,
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 the Contract
between the City of Aspen, Colorado and ConnectIQ Labs, Inc. DBA DriverMiles
that sets forth the terms and conditions of the software use for the Aspen Mobility
Lab, Shift, a copy of which is incorporated herein, and does hereby authorize the
City Manager of the City of Aspen to execute said Contract on behalf of the City
of Aspen.
Dated: August 27, 2018
Steven S adron, Mayor
I, Linda Manning, duly appointed and acting City Clerk do certify that the
foregoing is a true and accurate copy of that resolution adopted by the City
Council of the City of Aspen, Colorado, at a meeting held August 27, 2018.
(I.& q, IUq
Linda Manning, City Cle k
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IN WITNESS WHEREOF,the parties have caused this Evaluation Agreement to be executed as of the Effective Date.
CITY OF ASPEN CONNEEC�TIIQ„LABS,INC,Ia
By
By: Agar Shah
AZe-
Title: /v7t.1 MV_ Title: CEO
Date: Z8/�a Date:
Address: 130 S.Galena Street Address: 75 E.Santa Clara Street,
Aspen,CO 81611 San Jose,CA 95113
-
Phone No.: `7U ' q 20 Phone No.: 408-250-9031
E-mail: A �/F-`�+ti er11 �` �"'G E-mail: jigar@getmiles.com
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to the other party. Such notice will be deemed to have been
given as of the date it is delivered.
9.7 Publicity. Company shall not use, in its external
advertising, marketing programs, or other promotional efforts,
any data, pictures, or other representation of the Customer
unless Company receives specific written authorization in
advance from Customer. However, nothing in this clause shall
preclude Company from listing the Customer on its routine client
list for matters of reference or from using Customer's Feedback
without reference to Customer's name and logo.
9.8 Severability. If any provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law
or public policy, all other provisions of this Agreement will
nonetheless remain in full force and effect so long as the
economic and legal substance of the transactions contemplated
by this Agreement is not affected in any manner adverse to any
party. Upon such determination that any provision is invalid,
illegal or incapable of being enforced,the parties will negotiate
in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable
manner to the end that the transactions contemplated hereby
are fulfilled.
9.9 Counterparts.This Agreement may be executed: (a) in
two or more counterparts, each of which will be deemed an
original and all of which will together constitute the same
instrument; and (b) by the parties by exchange of signature
pages by mail, facsimile or email (if email, signatures in Adobe
PDF or similar format).
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infringement of a patent, copyright, trademark or trade secret supersedes all prior or contemporaneous agreements,
or other intellectual property that is valid and enforceable in proposals, negotiations, conversations, discussions and
Customer's jurisdiction, Company shall, at its expense, defend understandings, written or oral, with respect to such subject
and indemnify Customer and pay any final judgment (including matter and all past dealing or industry custom.
all damages awarded against Customer) against Customer or 9.2 Independent Contractors. Neither party will, for any
settlement agreed to by Company on Customer's behalf. purpose, be deemed to be an agent, franchisor, franchise,
6. Disclaimer. THE SOFTWARE IS PROVIDED ON AN "AS IS" employee, representative,owner or partner of the other party,
AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATIONS, and the relationship between the parties will only be that of
WARRANTIES, COVENANTS OR CONDITIONS OF ANY KIND. independent contractors. Neither party will have any right or
COMPANY AND ITS SUPPLIERS DO NOT WARRANT THAT ANY OF authority to assume or create any obligations, to make any
THE SOFTWARE WILL BE FREE FROM BUGS, ERRORS OR representations or warranties on behalf of any other party
OMISSIONS. COMPANY DISCLAIMS ANY AND ALL OTHER (whether express or implied), or to bind the other party in any
WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, respect whatsoever.
ORAL OR WRITTEN) WITH RESPECT TO THE SOFTWARE, 9.3 Governing Law and Venue. This Agreement will be
WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY governed by and construed in accordance with the laws of the
REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF State of California applicable to agreements made and to be
DEALING OR OTHERWISE, INCLUDING ANY AND ALL entirely performed within the State of Colorado,without resort
(A) WARRANTIES OF MERCHANTABILITY AND (B) WARRANTIES to its conflict of law provisions. The state or federal court in
OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR Pitkin County, Colorado will be the jurisdiction in which any suits
NOT COMPANY KNOWS, HAS REASON TO KNOW, HAS BEEN should be filed if they relate to this Agreement. Prior to the filing
ADVISED OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE). or initiation of any action or proceeding relating to this
7. Limitation of Liability. EXCEPT FOR THE INDEMNITY Agreement,the parties must participate in good faith mediation
OBLIGATIONS UNDER SECTION 5 OF THIS AGREEMENT, IN NO in Pitkin County, Colorado. If a party initiates any proceeding
EVENT WILL: (A) EITHER PARTY BE LIABLE TO THE OTHER PARTY regarding this Agreement, the prevailing party to such
OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, proceeding is entitled to reasonable attorneys'fees and costs for
LOSS OF REVENUE, LOSS OF GOODWILL OR INTERRUPTION OF claims arising out of this Agreement.
BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, 9.4 Assignment. Neither this Agreement nor any right or
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY duty under this Agreement may be transferred, assigned or
KIND ARISING OUT OF OR IN CONNECTION WITH THIS delegated by Customer, by operation of law or otherwise,
AGREEMENT OR THE SOFTWARE,REGARDLESS OF THE FORM OF without the prior written consent of Company, and any
ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR attempted transfer, assignment or delegation without such
OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OR IS consent will be void and without effect. Company may freely
OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES; transfer, assign or delegate this Agreement or its rights and
AND (B) EITHER PARTY'S TOTAL LIABILITY ARISING OUT OF OR duties under this Agreement. Subject to the foregoing, this
RELATED TO THIS AGREEMENT OR THE SOFTWARE EXCEED THE Agreement will be binding upon and will inure to the benefit of
TOTAL AMOUNT RECEIVED BY COMPANY FROM CUSTOMER the parties and their respective representatives, heirs,
PURSUANT TO THIS AGREEMENT (IF ANY). MULTIPLE CLAIMS administrators,successors and permitted assigns.
WILL NOT EXPAND THIS LIMITATION. THIS SECTION WILL BE
GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS 9.5 Amendments and Waivers. No modification, addition,
AGREEMENT IS DEEMED TO HAVE FAILED IN ITS ESSENTIAL deletion, or waiver of any rights under this Agreement will be
PURPOSE. binding on a party unless made in a non-preprinted agreement
clearly understood by the parties to be a modification or waiver
8. Term and Termination. Unless earlier terminated as set and signed by a duly authorized representative of each party.No
forth in this Agreement,this Agreement is only effective during failure or delay (in whole or in part) on the part of a party to
the Evaluation Period. In the event of a breach of Sections 2 or exercise any right or remedy hereunder will operate as a waiver
4, Company may immediately terminate this Agreement. Upon thereof or effect any other right or remedy. All rights and
any expiration or termination of this Agreement: (a) all rights remedies hereunder are cumulative and are not exclusive of any
granted to Customer under this Agreement will immediately other rights or remedies provided hereunder or by law. The
cease;and(b)Customer will promptly provide Company with all waiver of one breach or default or any delay in exercising any
Confidential Information then in its possession or destroy all rights hereunder will not constitute a waiver of any subsequent
copies of such Confidential Information if permitted by state breach or default.
law, at Company's sole discretion and direction. In addition to
this sentence,the following sections will survive any termination 9.6 Notices. Any notice or communication required or
or expiration of this Agreement:2,3,4,5,6,7 and 9. permitted to be given hereunder must be in writing, signed or
authorized by the party giving notice, and either delivered by
9. General Provisions. hand, deposited with an overnight courier, sent by confirmed
9.1 Entire Agreement. This Agreement, including all email or mailed by registered or certified mail (return receipt
exhibits to this Agreement,all of which are incorporated herein requested, postage prepaid), in each case to the address of the
by reference,sets forth the entire agreement and understanding receiving party as identified on this Agreement or at such other
of the parties relating to the subject matter hereof and address as may hereafter be furnished in writing by either party
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EVALUATION AGREEMENT
This Evaluation Agreement(this"Agreement")is made and entered into as of August 28,2018(the"Effective Date")by and between City
of Aspen,Colorado("Customer")and ConnectlQ Labs, Inc. DBA Miles("Company"). In consideration of the mutual covenants contained
in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Grant of Software License. Company grants to Customer a except as expressly permitted in this Agreement. Confidential
nonexclusive, nontransferable, non-sublicensable, revocable Information does not include information to the extent that such
and limited license to use and distribute the software information: (i) is or becomes generally known to the public by
("Software") as part of a program implementation plan any means other than a breach of the obligations of the
described in the attached Scope solely to evaluate the Software. Customer hereunder;(ii)was previously known to the Customer
2. License Restrictions. Except as expressly authorized by this as evidenced by its written records;(iii)is rightly received by the
Agreement,Customer may not: (a) modify,copy,disclose,alter, Customer from a third party who is not under an obligation of
translate or create derivative works of the Software; (b)license, confidentiality; or (iv) is independently developed by the
sublicense,resell,distribute,lease,rent,lend,transfer,assign or Customer without reference to or use of the Company's
otherwise dispose of the Software;(c)use the Software or allow Confidential Information. Confidential Information shall also not
the transfer,transmission,export or re-export of the Software in include any information that is subject to disclosure under the
violation of any export control laws or regulations administered Colorado Open Records Act (CORA), provided, however, that
by the U.S. Department of Commerce; (d) decompile, Customer will provide notice to Company prior to disclosure.
disassemble,decode or reverse engineer the Software,translate Customer will use the same degree of care in protecting
the Software or otherwise attempt to learn the source code, Confidential Information as Customer uses to protect its own
structure, algorithms or internal ideas underlying the Software confidential and proprietary information from unauthorized use
or reduce the Software by any other means to a human- or disclosure, but in no event less than reasonable care.
perceivable form; (e) access the Software in order to (i) build a Confidential Information will be used by Customer solely for the
competitive product or service, or (ii) copy any features or purpose of carrying out Customer's obligations under this
functions of the Software; (f) interfere with or disrupt the Agreement. Any suggestions, comments or other feedback
integrity or performance of the Software or any third party data including the results of any benchmark or other testing,
contained therein; (g) attempt to gain unauthorized access to provided by Customer to Company with respect to the Services
the Software; (h) disclose to any third party any performance or Company (collectively, "Feedback") will constitute
information or analysis relating to the Software;(i)remove,alter confidential information of the Company and may not be
or obscure any proprietary notices in or on the Software, disclosed to any third party unless subject to the Colorado Open
including copyright, trademark, or other proprietary rights Records Act and Company acknowledges that Customer intents
notices; or(j)cause or permit any third party under Customer's to discuss the Pilot at public meetings with Customer's Board
control to do any of the foregoing. and other public agencies.Company will be free to use,disclose,
3. Ownership. As between the parties and subject to Section reproduce, license and otherwise distribute and exploit the
1, Company will own all right, title and interest in and to the Feedback provided to it as Company sees fit, entirely without
Software and any and all Intellectual Property Rights(as defined obligation or restriction of any kind, on account of Intellectual
below) embodied in or related to the foregoing. Company Property Rights or otherwise. Customer acknowledges that any
reserves all rights not expressly granted in this Agreement, and unauthorized disclosure of Confidential Information will result in
no licenses are granted by Company to Customer under this irreparable injury to Company, which injury could not be
Agreement, whether by implication, estoppel or otherwise, adequately compensated by the payment of money damages.In
except as expressly set forth herein. For the purpose of this addition to any other legal and equitable remedies that may be
Agreement, "Intellectual Property Rights" means all patents, available,Company will be entitled to seek and obtain injunctive
copyrights, moral rights, trademark rights, trade secret rights relief against any breach or threatened breach by Customer of
and any other form of intellectual property rights recognized in the confidentiality obligations hereunder.
any jurisdiction, including applications and registrations for any 5. Intellectual Property Rights. Company warrants to
of the foregoing. Customer that it has the full right,authority and power to enter
4. Nondisclosure. "Confidential Information" means (1) the into this Agreement and to grant to the Organization the licenses
Software; (2) log files and/or error reports related to the
and rights conveyed by this Agreement. Company further
Software; (3) the components of Company's business plans, warrants that neither the Software in the form delivered by
financial plans, know-how, information from other Company Company to Customer, nor any modifications, enhancements,
customers and business strategies; (4) benchmark and other updates or upgrades thereto, nor the normal use thereof by
testing results related to the Software; and (5) other similar Customer pursuant to the terms of this Agreement,will infringe
information. Customer will maintain, during the term of this any patent, copyright, trademark, trade secret or other
Agreement and thereafter, in confidence all Confidential proprietary right of any third party. In the event there is a third
Information and will not use such Confidential Information party claim against Customer alleging that Customer's use of the
Software in accordance with this Agreement constitutes an
Exhibit A
Below you will find,details of the total cost,incentive budget and payment terms.
Direct Costs:
• City of Aspen will pay a fee of$23,400 to Miles for the 4-month test phase
Indirect Costs:
• City of Aspen will commit$20,000 during the 4-month test period to subsidize local incentives during the
4-month test phase
• Miles will commit$20,000 toward the incentive program-$10,000 for the 4-month test phase;$10,000
for the expanded phase
Payment terms:
• Payment prior to start of the pilot:$23,400
• If Miles is required to procure the incentives that the City of Aspen wants to offer for the 4-month period,
such incentives payment will be invoiced monthly over the 4-month period
For additional detail please see the attached Scope document.
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CITY OF ASPEN SHIFT PROGRAM
SCOPE OF WORK: CONSUMER FACING TRANSIT AND INCENTIVE APP
TEST PHASE OCTOBER, 2018--JANUARY, 2019
FULL IMPLEMENTATION STAGE, JANUARY, 2019-DECEMBER, 2020
Problem and Intended Solution'
The quality of life in Aspen and its continued attractiveness to both locals and visitors is highly
dependent on community-wide innovations in mobility policies and practices. Larger towns and
cities around the world have begun to successfully tackle these challenges, as has Aspen itself,
so there is much to learn from these successful beginnings. At the same time, Aspen has a
unique brand and way of doing things that includes involved and diverse constituencies with
distinct agendas and needs. The one thing all share is a desire to see Aspen thrive far into the
future, and this project hopes to capture that unifying aspiration as well as to take advantage of
Aspen's size to integrate mobility enhancements with downtown vitality in a new model for
comprehensive change.
Mayor Steve Skadron and the Aspen City Council have decided to make Aspen a leader in
mobility innovation on a town-wide scale and to do so by involving leading private, non-profit
and public organizations--both local and global-- as partners in this initiative. This takes
advantage of Aspen's uniquely high profile and reputation as a trend-setter, making it
attractive as a showcase and beta project for potential partners in the private sector.
The immediate end-point of the initiative is a mobility lab that operates from June-August,
2019, demonstrating an enhanced experience for daily commuters and an improved experience
of getting to and from Aspen, thus reducing downtown traffic-- benefitting retailers, restaurant
owners, locals, visitors and tradespeople serving Aspen from down-valley, providing the basis
for a long-term change of habits and reduction of car traffic into and inside the town.
City Council has approved a planning budget for the 2019 Shift program. One of the most
important planning objectives is to introduce and grow the user base of a transit app
specializing in the design and management of consumer incentives for improved transit
choices.
Single Source Rationale
The project team researcher has done a thorough industry search for companies offering these
services (attached) and found one company that meets all of the city's requirements as laid out
in this scope: Miles (formerly known as Driver Miles, the name used in the research). Therefore,
the rest of this scope will refer directly to Miles as the primary provider.
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June-November, 2018 Deliverable,
Pre-Contract
1. Demos for the Mayor, Assistant City Manager and each member of the Shift Working Group,
providing an overview to the services.
2. Come to agreement with the project team on the pricing for the Test Phase and the Full
Implementation.
3. Site visit in Aspen to meet with the team to address in-depth questions, to frame the basic
parameters of the incentive program within the context of Aspen's objectives and political landscape,
and to become familiar with Aspen's transit landscape (June 20-22).
4. Work with the city to complete a signed and approved contract by Council by August 31.
Post-Contract
August 31-Octoberl5
Implement 30-45-day integration phase, using weekly onboarding calls to facilitate. Set up a weekly call
with the project lead (and others as needed) during this period to review sign-up progress, incentive
redemption,the experience of the businesses in the incentive program, etc.
1. Provide city with support to sign up 250-300 city staff members, along with several representatives
from Pitkin County government, and consultants working with the city on Shift.
2. Provide the city with guidance on the appropriate promotion and rewards plan for maximizing
activation and utilization of this group for the 60-day period, December and January.
3. Support the City in purchasing digital gift cards valued at$10,000 from 20+1ocal businesses for the
challenges during Oct-Nov city staff test. Digital gift cards procured from local businesses prior to Sep 15
will be available on Oct 1. Gift cards procured by the City post Sep 15 will be introduce in the app in
subsequent weeks.
4. Miles will match $10,000 in rewards for the entire test phase with rewards for national retailers.
5. The city and Miles will establish challenges consistent with the city's objectives.The City will provide
the requirements for the 3 challenges by Sep 8 for Miles to implement and test the challenges.
October 1
1. Activate the internal test.
2. Advise the city on an effective promotion plan for an expanded sign-up beginning November 15, with
a goal of adding an additional 750 commuters as quickly as possible.This is envisioned as coordinating
with, but going beyond,the Transportation Group's fall promotion, and involving the use of a qualified
marketing agency. The City will contract the marketing agency. Miles will provide support in the
agencies efforts.
3. Provide data feeds on a mutually agreed schedule and analytical insights to the team on a bi-weekly
basis during the 4-month test period.The City and Miles to work on and finalize a list of data metrics
and insights to be delivered by Sep 15.
December-January
1. Activate promotion to add 750 additional commuters and residents.
2. Support city in activating 30-40 local merchants in the same manner described above.
3. Provide analytical insights for a presentation to Council 60-90 days into the test phase (this date has
not been set, but is expected to be before the end of December.
4. Begin planning full-year rollout and contract so that service and expansion are not interrupted on
February 1, 2019.
Direct Cost:
$23,400
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Additional Miles Contributions:
Miles will commit $20,000 toward the national incentive program - $10,000 for the internal test phase;
$10,000 for the expanded phase.
Indirect Cost:
City will commit$20,000 during the 4-month test period to subsidize local incentives during this period,
assuming that local businesses are going to be included in this phase; $10,000 in $5 and $10 gift cards
for the initial 2 months, and $10,000 in merchant rewards for the second 2 months, and spending for a
promotion plan to acquire 750 commuters and residents for the September-October phase. Rewards
associated with the challenges will be provided by the City and will be a separate from the $20,000
committed to subsidize local businesses.
Timeline:
Integration Sep 1—Oct 15
4-month active test Oct 1 -January 31
The Miles contract will be extended for an additional 12 months, if 3 criteria are met:
1. Early results are promising, based on metrics established in the contract.
2. Single source arguments continue to be valid.
3. Council approves Shift for 2019, and the extended Miles contract for 2019.
Feb 2019 -January, 2020
Deliverables:
1. Review test phase and make any needed adjustments with the project team (January 2019).
2. Set refined goals for sign-ups, along with a promotion budget; for the business incentive program,
for weighting of behaviors leading up to the Shift period,June-August, 2019; and for weighting during
the Shift program (January 2019).
3. Refine indirect budget (rewards)for full implementation (January 2019).
4. Complete contract and obtain Council approval for the year-long implementation stage (January
2019)
5. Participate in city partner planning meeting, expected to fall in early January 2019.
6. Participate in city operations meeting, expected to fall in December 2018 or January 2019.
7. Daily data updates to city's transit data base.
7. Weekly review calls with the project team to review progress and make adjustments.
Direct Cost to City of Aspen
$7,500 a month, including all aggregated data on transit patterns and behavioral response to incentives
Miles Contributions:
$20,000 toward incentives subsidies, $10,000 for the internal phase; $10,000 for the expanded phase.
Indirect Cost:
City will commit$20,000 to subsidize local incentives from September, 2018-January 31, 2019
City will commit$20,000 in additional funds to promote Miles sign-ups during this period, using a
specialized agency as well as coordinating with the Transportation Group's ongoing promotions.
These will be initiatives run separately from Miles, paid for directly by the City.
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Timeline:
Assessment of Test Phase (January, 2019)
7-month continuation of Miles sign-up promotion and redemptions (February-August)
3-month Shift program, with Challenges for specific behaviors (June-August, 2019)
Potential School Lab using Miles (September-October, 2019)
3-month after-program to evaluate changes in behavior as incentives are reduced (September-
November, 2019)
Evaluation of Shift metrics with project team (December, 2019)for renewal consideration January, 2020.
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