HomeMy WebLinkAboutresolution.council.011-10va+l ~crlmen+ (~
RESOLUTION NO.
Series of 2010
A RESOLUTION OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF
ASPEN, COLORADO, AND ECOLOGY & ENVIl2ONMENT, REGARDING THE PURCHASE OF GREENRIDE, A
WEB-BASED RIDESHARE MATCHING SYSTEM, WITH CONGESTION MITIGATION A1R QUALITY (CMAQ)
GRANT FUNDS, AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID DOCUMENTS ON BEHALF OF
THE CITY OF ASPEN, COLORADO.
WHEREAS, the City of Aspen seeks to improve air quality by reducing PM-10 pollution via the provision of
alternative transportation options; and
WHEREAS there has been submitted to City Council a contract between the City of Aspen, Colorado and Ecology
&c Environment, copies of which are annexed hereto and made a part thereof; and
NOW, THEREFORE, BE TT RESOLVED BY THE C1TY COUNCIL OF THE CITY OF ASPEN, COLORADO:
That the City Council of the City of Aspen hereby approves this CONTRACT between the City of Aspen, Colorado,
and Ecology & Environment, regarding the purchase of GREENRIDE, aweb-based rideshaze matching system with CMAQ
grant funds, copies of which are 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 City of Aspen.
IN'T'RODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 25`" day of J uary, 2010.
Michael C. Ireland,
I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that
resolution adopted by the City Council of the City of Aspen, Colorado, aI a meeting held on the da herpinabove stated.
~~~~
Kathryn S. Koch, City Clerk
A~ktach~rtf D- I
CITY OF ASPEN STANDARD FORM OF AGREEMENT - 2009
PROCUREMENT SUPPLY AND PROFESSIONAL SERVICES
City of Aspen Project No.:
AGREEMENT made as of 25th day of January, in the year 2010.
BETWEEN the City:
The City of Aspen
c/o Lynn Rumbaugh
130 South Galena Street
Aspen, Colorado 81611
Phone: (970) 920-5038
And the Professional:
Ecology and Environment, Inc.
c/o Gerazd A. Gallagher III
368 Pleasant View Drive
Lancaster, New York 14086
Phone: 716-684-8060
For the Following Project:
Contract Amount:
f
the CIIY of Aspen
City p0orneY~ Olpce
Procurement: $30,525.00
Professional Services: $
Total: $30,525.00
If this Agreement requires the City to pay
an amount of money in excess of
$10,000.00 it shall not be deemed valid
until it has been approved by the City
Council of the City of Aspen.
City Council Approval:
Date: January 25, 2010
Resolution No.:
Web-based Carpool Matching Services via Ecology and Environment, Inc. GreenRide" Small
~ity/Metro Edition Subscription Agreement.
Exhibits appended and made a part of this Agreement:
Exhibit A: Scope of Work
Exhibit B: Hourly Fee Schedule.
Agreement for Procurement and Professional Services Page 0
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 the proposed GreenRide® subscription will be enabled and ready for use
by the City no later than February 28, 2010. 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 in accordance
with the 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 aze 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 Ciry
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 temunation. Upon any
temunation, all data entered into the system by the City and its registered users 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 maybe determined.
Agreement Professional Services Page 1
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 requued 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. Warranties and Representations. Professional warrants that the services provided by
Professional, as well as any designated subcontractors, shall be performed by competent and
qualified personnel in a Professional and workmanlike manner consistent with the care, skill and
diligence ordinarily exercised under similaz conditions and according to currently accepted
industry standazds and practices.
The Services and system provided will not infringe or misappropriate any copyright, trademark,
patent, or any other worldwide intellectual property right, or the trade secrets of any third party.
The Services and system provided under this Agreement shall comply with the terms of this
Agreement and conform to the applicable statement of work.
Professional has all the rights, titles and interests necessary to grant the City the rights contained
in this Agreement.
The Services and system provided under this Agreement will not conflict with nor violate any
commitment to, or agreement or understanding Professional has or will have with any other
person or entity.
The Services and system comply with all applicable governmental laws, statutes, ordinances,
administrative orders, rules and regulations; and that Professional has procured all necessary
licenses and paid all fees and other charges required so that the City can exercise the rights
granted under this Agreement. Professional shall make or cause to be made full payments of all
compensation due to all vendors, and any other persons rendering Services or furnishing
materials in connection with this Agreement.
Professional acknowledges that the City has relied upon these warranties and representations
without independent verification, as a material inducement to enter into this Agreement with
Professional.
Agreement Professional Services Page 2
Professional agrees to re-perform any Services not meeting these warranties and representations
at no additional cost to the City.
9. Information and Data. Professional shall be entitled to assume, without independent
verification, the accuracy of all representations, assumptions, information and data that City
and/or End User provides to Professional for purposes of the GreenRide Subscription
Agreement. All assumptions, representation, information and data to be supplied by City and its
representatives will be complete and accurate to the best of City's knowledge. Professional may
use information and data furnished by reputable third party service providers (including Geo-
coding, routing and mapping); however, Professional shall not be responsible for, and
Professional shall provide no assurance regazding, the accuracy of any such information or data
relative to the purpose of the GreenRide Agreement.
10. Limitations on Use
a. Intellectual Property Restrictions Regarding GreenRide
Professional "trademarks" means all names, marks, brands, logos, designs, trade dress,
and other designations Professional uses in connection with the service(s), application
software, data, or information. City may not use or co-brand City's applications,
products, or material associated with City's applications or services with Professional
trademarks without approval by Professional's Project Manager.
As a condition of Professional's grant of license to use the service(s), City shall not
remove any intellectual property notices, proprietary legends, and/or U.S. government
limited/restrictive rights legend contained in the service(s), the metadata files of any of
the .service(s), and any online and/or hazd copy attribution page of any data or
documentation delivered hereunder and shall affix any attribution notices as may be
specified therein.
b. Ownership of the GreenRide Application
Nothing in this Agreement or within the application service providing web site shall be
construed as conferring a license of Professional's or any third party provider's
intellectual property rights, whether by estoppel, implication, or otherwise.
Professional retains the rights to the GreenRide application source code. Professional
retains the right to file and hold any applicable Patent, Copyright, Service Mark, or
Trademark associated with GreenRide.
c. Ownership of City Data
Notwithstanding Professional's continuous ownership rights to the application source
code, the City owns and retains the rights to all data entered into the GreenRide
application by the City, its Authorized Representatives, Employees and/or End Users.
Should this Agreement be terminated or otherwise allowed to expire; Professional shall
provide the City with a copy of all the data files in the then current format and state,
and subsequently purge all applicable City Data from Professional's GreenRide server.
d. Limitations Regarding Third Party Providers
Agreement Professional Services Page 3
Professional has entered into license agreements with third party providers for the
purpose of using said services and data to enhance the services Professional is
providing to the City. Should a third party's dataset become unavailable during the life
of the contract, Professional will take reasonable steps to provide alternatives for
minimization of service disruption and continuation of GreenRide services.
In executing this Agreement, the City agrees that its rights, with respect to third party
providers on matters including: intellectual property rights, disclaimers and warranties,
intended uses, and data limitations can not exceed the rights provided to Professional
under the terms and conditions of the applicable license(s) between Professional and
the third party provider.
Unless specifically stated in Professional's proposal, the City will not be subject to any
additional costs as a result of Professional's use of the aforementioned third party
providers.
11. Third Parties and Internal Use.
Except as otherwise agreed, all services hereunder shall be solely for the City's use as
defined in Professional's proposal, and does not create privity between Professional and
any person or party other than City or other parties affiliated with the City as a result of the
GreenRide Agreement ("third party").
12.Indemnification. Professional agrees to indemnify and hold ham>less 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.
Professional shall not be liable for injuries or damages sustained by operators, passengers, or
other persons resulting from the operation of a motor vehicle while being used in a ridesharing
arrangement; nor shall Professional be liable for injuries or damages sustained to operators,
Agreement Professional Services Page 4
passengers, or other persons because the City provides information or incentives to, or otherwise
encourages, individuals to participate in ridesharing arrangements.
Additionally, the City acknowledges that the information submitted by individuals seeking
rideshare services will be entered into the GreenRide database. As part of the GreenRide
registration process, End Users are required to acknowledge that they have read and agree with
the Terms of Use and Privacy Policy established by Professional. The aforementioned
terms/policies have dedicated screens and acknowledgement is required as part of the GreenRide
registration process. Matches are made via computer and based on proximity of departure and
destination locations, travel schedules and other preferences. The City understands that potential
rideshare partners will be able to request system notifications of potential matches and be
able to contact these potential matches through revealing their email address, but without
revealing their home address or destination or telephone number unless they personally choose
to do so. The City understands that this information is for the purpose of helping individuals
forming or joining a carpool or vanpool and will not be provided to any marketing organization
or any other third party except as permitted by this agreement. The City acknowledges that
participation in a carpool or vanpool is an individual decision and that Professional shall have no
responsibility or liability for any expenses or damages resulting from participation in the system.
13.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) 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.
Agreement Professional Services Page 5
(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 non-
owned vehicles assigned to or used in performance of the Scope of Work. The policy
shall contain a severability of interests provision. If the Professional has no owned
automobiles, the requirements of this Section shall be met by each employee of the
Professional providing services to the City under this contract.
(iv) Professional Liability insurance with the minimum limits of ONE MILLION
DOLLARS ($1,000,000) each claim and ONE MILLION DOLLARS ($1,000,000)
aggregate.
(c) The policy or policies required above shall be endorsed to include the City and the City's
officers and employees as additional insureds. Every policy required above shall be primary
insurance, and any insurance carried by the City, its officers or employees, or carried by or
provided through any insurance pool of the City, shall be excess and not contributory
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, 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.
Agreement Professional Services Page 6
(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.
14.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 Proper-
ty/Casualty Pool. Copies of the CIRSA policies and manual are kept at the City of Aspen Finance
Department and are available to Professional for inspection during normal business hours. City
makes no representations whatsoever with respect to specific coverages offered by CIRSA. City
shall provide Professional reasonable notice of any changes in its membership or participation in
CIRSA.
15.Comuleteness 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.
16.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.
17.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.
18.Waiver. The waiver by the City of any teen, 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.
19.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
Agreement Professional Services Page 7
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.
20. Illegal Aliens-CRS 8-17.5-101 & 24-76.5-101.
(a) Purpose. During the 2006 Colorado legislative session, the Legislature passed
House Bills 06-1343 (subsequently amended by HB 07-1073) and 06-1023 that added
new statutes relating to the employment of and contracting with illegal aliens. These new
laws prohibit all state agencies and political subdivisions, including the City of Aspen,
from knowingly hiring an illegal alien to perform work under a contract, or to knowingly
contract with a subcontractor who knowingly hires with an illegal alien to perform work
under the contract. The new laws also require that all contracts for services include
certain specific language as set forth in the statutes. The following terms and conditions
have been designed to comply with the requirements of this new law.
(b) Definitions. The following terms are defined in the new law and by this reference
are incorporated herein and in any contract for services entered into with the City of
Aspen.
"Basic Pilot Program" means the basic pilot employment verification program
created in Public Law 208, 104th Congress, as amended, and expanded in Public
Law 156, 108th Congress, as amended, that is administered by the United States
Department of Homeland Security.
"Public Contract for Services" means this Agreement.
"Services" means the famishing 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
Agreement Professional Services Page 8
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:
(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
Agreement Professional Services Page 9
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 fonns of identification required by CRS 24-76.5-103 prior to
the effective date of this Agreement.
21 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
ruling, determination, claim or controversy, or other particulaz 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.
22. 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
Agreement Professional Services Page l0
obligations herein, this Agreement shall be contingent upon the availability of those funds for
payment pursuant to the terms of this Agreement.
23. 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.
Agreement Professional Services Page 11
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:
[Signatwel
By:
Titlc
Date: l
Approved as to form:
City,Attori y's tce
PROFESSIONAL:
:~ ,gnature]~
By: C7et~e$~k~ralle let~~H- H. John Mye III
[Nano]
Title: SetvorYic~e-Pt~esidea~ Vice President, CFO
Date:
EXH[BIT A
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Agreement Professional Services Page 12
Scone of Work
The Professional shall provide the City with a three (3) year subscription of its GreenRide Small
Ciry/Metro Rideshare Solution, as well as a one day on-site training session subject to duly enacted
appropriations of the Aspen City Council and that the contract beyond the first fiscal year shall be
expressly contingent upon the annual budgeting and appropriation of the sufficient funds on an
annually; and that if funds are not appropriated or otherwise made available to support the
continuation of the City's obligations in a subsequent fiscal period, the contract shall be cancelled.
Specific details of these efforts aze described in the Professional's proposal, dated November 12,
2009, which is attached; and Exhibit B (Rate Schedule), which reflects an update to the proposal
with respect to the selected items and features.
Assumptions
• E & E will develop and customize the Web-based service on E & E's servers;
• The City of Aspen is responsible for entry of data and information such as points of
interest, homepage text, and employer names;
• E & E will provide training for the City of Aspen's administrator via Webcast and
telephone and no programming knowledge will be required;
• The City of Aspen does not wish to import its existing data, but if the City decides to
import existing data, GreenRide will gladly provide a price quote based on the specific
requirements;
• The City of Aspen will promptly review Web site modules and changes, and return user
acceptance documents, should they be provided;
• Secure Socket Layer (SSL) 128-bit encryption is included if the system is hosted at a
URL address that ends in greenride.com. Any other Web address would require the City
to obtain an SSL certificate;
• Additional customizations outside of the scope of this proposal, including optional
modules and services, will be billed at current rates; and
• The Web site will be built and tested using current versions of Internet browsers,
including Intemet Explorer 7.x and 8.x, and Firefox 3.x. Due to security and standards
compliance issues with Internet Explorer 6.x, we cannot guazantee site performance in
this browser.
Annual maintenance includes:
• Maintenance, licensing, and map credits;
• Hosting on E & E's servers;
• Atoll-free, 1-800 telephone number for technical support for City of Aspen staff;
• Upgrade(s) to base maps on a regular basis as they become available; and
• General upgrades to the base Small City Metro Edition GreenRide system as E & E
makes them available.
Maintenance pricing for both the base and option years reflects E & E's standard hosting and
maintenance support for up to 5,000 cumulative registered users which is sufficient for most
customers.
EXHIBIT B
Agreement Professional Services Page 13
Fee Schedule
A breakdown of the costs; including a description of the contracted services, invoicing/payment
teens, and assumptions is provided immediately below:
1. Original Contract: Base system for ride matching and all associated $9,900 $9,500 $9,025
GreenRide Small features, user management and report, and data output
City Metro capabilities. Two (2) hours of web-based training have
Rideshare Solution been credited to the cost of the on-site training, as listed
below. GreenRide also provides optimization meetings
bi-annually to discuss client satisfaction and ideas to
better manage your program.
GreenRide's Event/One-Time-Trip Module is also
included.
2 . On-Site Training E & E will provide on-site training for up to 8 (eight) $2,100
hours in one (1) day by a GreenRide expert. Cost
includes all travel and associated costs.
3. Optional: QuiclcFlow allows GreenRide users to access the site via $10,000 $2,000 $1,900
QuiclcFlow a smart phone, interactive voice recognition (IVR) and/or
PDA to fmd matches, log commutes, and change
information.
4 . OpHonaL• The GreenRide ERH module would allow the City of $4.000 $1,000 $1,000
Emergency hide Aspen to conduct a program in which users submit
Home (or reimbursement requests through GreenRide and
Guaranteed Ride) administrators review, categorize, and catalog requests
Module within GreenRide.
Pricing for the GreenRide Small City Metro Edition for years 4 and 5 includes incremental 5%
loyalty discounts as follows:
• Year 4: $8,550
• Year 5: $8,075
Additional Maintenance Costs
If the cumulative number of registrants exceeds 5,000, the following premiums apply to the
standard hosting and maintenance pricing in order to accommodate the costs associated with
additional site-based map usage:
5,001 to 10,000 registrants
10,001 to 15,000 registrants
15,001 to 20,000 registrants
20,001 to 25,000 registrants
25,001 to 30,000 registrants
Greater that 30,000 registrants
add $1,000
add $2,000
add $3,000
add $4,000
add $5,000
pricing TBN
Agreement Professional Services
Page 14
INVOICING AND PAYMENT TERMS
E & E will invoice the City of Aspen for services provided in the base period upon execution of
the contract. The invoice will include the cost of installation of the GreenRide system, as well as
fees for hosting, upgrade, and maintenance during the base period (Year 1). Additional system
features will be charged on a fixed-price module basis at the time of completion of installation.
Invoicing for hosting and maintenance of out-year periods will be submitted to the City on an
annual basis prior to the expiration of the previous period. Payment terms are net 30 days.
Agreement Professional Services Page 15