Loading...
HomeMy WebLinkAboutresolution.council.125-18 RESOLUTION #125 (Series of 2018) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A PROPOSED CONTRACT BETWEEN THE CITY OF ASPEN AND HDR ENGINEERING, INC., AND AUTHORIZING THE CITY MANAGER TO EXECUTE A FINAL CONTRACT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to City Council a proposed contract between the City of Aspen and HDR Engineering, Inc. which is attached hereto as Attachment "A"; NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO. That the City Council of the City of Aspen hereby approves the entry into a Contract for 1) SHIFT project Data Support Services and 2) certain SHIFT project Data Collection Services between the City of Aspen and HDR Engineering, Inc. a copy of which is attached hereto, and does hereby authorize the City Manager to execute a final contract on behalf of the City of Aspen in substantially the form attached hereto, subject to the approval of the City Manager and the City Attorney. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 27th day of August 2018. �1 n Steven Sk ron, Mayor I, Linda Manning, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolutions adopted by the City Council of the City of Aspen, Colorado, at a meeting held, Au ust 275 2018. Linda Manning, City Cler CITY OF ASPEN STANDARD FORM OF AGREEMENT v 2009 CITY OF ASPEN PROFESSIONAL SERVICES City of Aspen Contract Numbers: • SHIFT Data Support(2018-13) and • SHIFT Data Collection(2018-017) AGREEMENT made as of 27th day of August, in the year 2018 BETWEEN the City: Contract Amount: The City of Aspen c/o Karen Harrington 130 South Galena Street Total: $ 285,500.00 Aspen, Colorado 81611 Phone: (970) 920-5079 If this Agreement requires the City to pay And the Professional: an amount of money in excess of $25,000.00 it shall not be deemed valid HDR Engineering, Inc. until it has been approved by the City c/o_David Millar Council of the City of Aspen. 1670 Broadway, Suite 34000 City Council Approval: Denver, CO 80202-4824 Date: 08/27/2018 Phone: 303-764-1520 Resolution No.: For the Following Project: SHIFT Project Data Support and Data Collection Services Exhibits appended and made a part of this Agreement: Exhibit A: Scope of Work. Exhibit B: Fee Schedule. Exhibit C: Sample Task Order Agreement Professional Services Page 0 The Cite and Professional agree as set forth below. 1. Scope of Work. Professional (HDR Engineering, Inc.) 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 December 31, 2019. 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 manager 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, normally monthly. 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 by the Professional, and the City may withhold any payments to the Professional Agreement Professional Services Page 1 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, to the extent and for an amount represented by the degree or percentage 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 wrongful or negligent act, omission, or error, 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 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, but only to the degree of fault for which Professional is liable. 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 shall not be relieved of any liability, claims, demands, or other obligations Agreement Professional Services Page 2 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 ONE MILLION DOLLARS ($1,000,000.00) for each accident, ONE MILLION DOLLARS ($1,000,000.00) disease - policy limit, and ONE MILLION DOLLARS ($1,000,000.00) 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 TWO MILLION DOLLARS ($2,000,000.00) each occurrence and TWO MILLION DOLLARS ($2,000,000.00) 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, except for Workers' Compensation and Professional Liability. 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 Agreement Professional Services Page 3 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 copy of any policy with sensitive information redacted 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 $350,000.00 per person and $990,000 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 Proper- ty/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. 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 Agreement Professional Services Page 4 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. "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: Agreement Professional Services Page 5 (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 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: (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 Agreement Professional Services Page 6 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 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: Agreement Professional Services Page 7 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. 19. Electronic Signatures and Electronic Records This Agreement and any amendments hereto may be executed in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement binding on the Parties, notwithstanding the possible event that all Parties may not have signed the same counterpart. Furthermore, each Party consents to the use of electronic signatures by either Party. The Scope of Work, and any other documents requiring a signature hereunder, may be signed electronically in the manner agreed to by the Parties. The Parties agree not to deny the legal effect or enforceability of the Agreement solely because it is in electronic form or because an electronic record was used in its formation. The Parties agree not to object to the admissibility of the Agreement in the form of an electronic record, or a paper copy of an electronic documents, or a paper copy of a document bearing an electronic signature, on the ground that it is an electronic record or electronic signature or that it is not in its original form or is not an original. Agreement Professional Services Page 8 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: 14Z IL"- [Signature] [signature] By: By— [Name] [Name] Title: C •-�Z /`Z• - Title: �', � � Date: l Z 49 O Date: ?,fAcd� Approved as to form: City Attorney's Office Agreement Professional Services Page 9 EXHIBIT A PROFESSIONAL SERVICES AGREEMENT Scope of Work (SOW) This agreement for services for the SHIFT project encompasses: 1. Project support on behalf of, and as specified by,the City Project Manager 2. Collection of data for use in the SHIFT project 3 . Task order approach for verifying, modifying and executing work under this agreement The approach taken to the agreement includes this general scope of work, supplemented by more specific and detailed Task Orders, which must be jointly agreed upon in writing prior to undertaking said work. Further, the general scope is intended to provide the full set of services requested in the Data Support and Data Collection RFPs, as outlined in the professional's proposals and more directly highlighted here. To that end, the following documents are hereby incorporated by reference into this agreement: 1. City of Aspen Data Support RFP 2018-013 2. City of Aspen Data Collection RFP 2018-017 3. HDR Engineering Data Support Proposal, submitted to the City on 2/28/2018 4. HDR Engineering Data Collection Proposal, submitted to the City on 3/12/2018 A lack of detail in this general scope of work does not give permission to exclude key requirements of the RFPs or to exclude commitments made in the proposals. Rather, it is intended to provide flexibility in the details of implementing the commitments, allowing for adjustments in the SHIFT project focus. PART 1: DATA SUPPORT TASKS Data support refers generally to those tasks outlined in the professional's Data Support Proposal, as described in Exhibit D. An outline of included tasks is provided below. In the event this SOW omits a task,the Proposal shall be considered the primary document unless otherwise mutually agreed upon by both parties in writing. 1. Develop and implement the SHIFT Data Group Project Management Plan Collaborate with the SHIFT Data Group to craft a Project Management Plan for the data-related aspects of the SHIFT project. The plan shall include at least the following elements: ✓ The mission, vision and goals for the data-related project management components of the SHIFT project ✓ The overall project management assistance approach ✓ Tasks, roles and responsibilities, detailing which project management, data collection, data analysis and other tasks the City will undertake and which the professional will undertake ✓ A communication plan, detailing how and when key stakeholders will be kept apprised of project status and needs Agreement Professional Services Page 10 ✓ A chart of accountabilities (similar to a RACI chart) for those involved with data collection and management, including City staff, mobility service providers, project partners, and the database management consultant ✓ A task list and timeline for data-related tasks for the SHIFT project ✓ Project deliverables list ✓ How and when status updates will be provided to the Data Group This task includes participation, either in person or remotely, in meetings of the Data Group, as well as a meeting with SHIFT project leaders to verify the mission, vision and objectives of the project. Typically, Data Group meetings will be held twice a month. However, during peak work periods, they may be more frequent. In addition, this task includes providing Data Group with meeting summaries, updates and tracking of tasks against the project plan, and collaboration with data providers. Primary Deliverables: • Kickoff meeting with the Data Group, SHIFT project leadership team, and key contacts • Project Management Plan, including tools mentioned above • Status Updates • Meeting Attendance • Completion of agreed upon project management tasks 2. Develop and implement a SHIFT Evaluation Plan The purpose of the Evaluation Plan is to determine how to gauge the success of the SHIFT project comprehensively, as reflected in data collected during the project by the professional and by other SHIFT project vendors. Evaluation Plan development will be based on the SHIFT project's overarching mission, vision, goals and objectives, as well as the more specific goals and objectives of the Data Group. The Evaluation Plan will guide tasks such as data collection, data analysis, and summary reporting. The evaluation plan will include the measures by which the goals and objectives will be assessed, based on a refined understanding of the linkages between the SHIFT project goals and available data. Metrics and measurement categories will be finalized during development of this plan. Primary Deliverables: • Evaluation Plan • Status reports on execution of evaluation plan (may be included with project status report from Tasks 1.1) 3. Develop and implement a SHIFT Data Collection Plan The SHIFT project will collect data from a wide variety of sources, ranging from City staff and contractors, to mobility service providers, to project partners (for example, an incentive app provider) who collect data to encourage participation in and/or to assess the success of the project. The purpose of the Data Collection Plan is to identify those data elements needed to execute the Evaluation Plan, and the means of collecting, storing, scrubbing, and assuring the quality control of the data. The data collection plan will identify the quantity, type, source, and Agreement Professional Services Page 11 location of data to include as a part of the evaluation of the SHIFT project. This may involve identification of new, as yet anticipated, data collection options and/or scaling back of some existing data collection expectations. The Data Collection Plan will also include determination of the appropriate resolution of the data, such as the number of days of collection, time splits, and other factors influencing the complexity, cost and quality of data collection. As with the Evaluation Plan, the Data Collection Plan will include data elements from all SHIFT partners, including but going beyond the direct data collection work of the professional. The Data Collection Plan may further identify the anticipated methods of analysis, which will affect data quantity and sample size needs. Coordination will be necessary with mobility service providers, other project stakeholders, and the SHIFT project database vendor. Note: This Data Collection Plan focuses on the identification and management of specified data associated with the SHIFT project. It does not supplant or supercede the specific field data collection activities by the professional as described in Part 2. Primary Deliverables: • SHIFT Data Collection Plan • Status reports on execution of evaluation plan (may be included with project status report from Tasks 1.1) 4. Collaborate with other SHIFT groups and staff Project management for the data-related portions of the SHIFT project is inherently connected to the broader goals and activities of the project. The City has hired other vendors and has involved other staff, beyond the Data Group, to develop an outreach program, partner with vendors, refine goals and objectives, collect data, and conduct certain other activities. As requested by the City Project Manager, the professional will participate in meetings and events with such vendors and staff, to assure clarity and coordination regarding their activities and the activities and focus of the Data Group Primary Deliverables: • Meeting attendance with key stakeholders • Summaries of coordination activities and needs S. Provide data analysis and data integration support The data collected during the SHIFT project will be aggregated into one or more major systems. The contractor will provide analytical support as directed by the City Project Manager, within the allowed budget, as well as provide review and oversight of data analysis and reporting conducted by others. Collaborating with the Data Team, as a part of this task the professional will assess analytical needs, recommend analysis strategies and tasks, draft a data analysis plan and execute the plan. A component of this plan will be actions to help assure that data collected by SHIFT service providers and partners is uploaded into the central database(s) on a timely and accurate basis, in support of the database vendor and the Data Team. Deliverables: • Data analysis plan Agreement Professional Services Page 12 • Completion of data integration activities agreed upon • SHIFT project evaluation report, including assessment of lab success and recommendations for future actions PART 2: HDR-SPECIFIC DATA COLLECTION TASKS Data collection in this section refers to those tasks described in the Professional's Data Collection proposal, Exhibit E. An outline of included HDR-specific data collection tasks is provided below. In the event this SOW omits a task, the proposal shall be considered the primary document unless otherwise mutually agreed upon by both parties in writing. This set of tasks provides some, but not all, of the data being collected for the SHIFT project and discussed in Part 1 above. 1. Confirm Data Collection Locations This SOW includes 9 physical locations for data collection by the professional. The professional will collaborate with the Data Team to discuss and confirm the data collection locations, based on the SHIFT goals and objectives and locational characteristics. The professional will produce a map of collection locations as a deliverable for this task, to be approved by the City Project Manager. Deliverables: • Location Agreement Document and Map 2. Confirm Data Collection Approach Baseline/control: The full baseline year data collection has been withdrawn from the project. However, the professional will collaborate with the Data Team to identify whether and how to collect data on a smaller scale, such that control data is available. This may include volumes on roadways before or after the lab is executed for instance. Data points: This task involves verifying the specific data points to be collected by the professional at each location, or in the case of origin/destination information, for each segment. Resolution: This task includes determination of the appropriate resolution of the data collected by the professional, such as the number of days of collection, time splits, and other factors influencing the complexity, cost and quality of data collection. A document outlining the data resolution will be produced for approval by the Data Team. Data Collection Methods and Equipment: At the locations agreed to in Task 2.1 above, the professional will use the methods and equipment agreed to in Table 1 below. Changes to this data collection scheme may be made by written agreement by the parties. The specific data points to be collected will be determined as a part of this task. Table 1. Data Collection Methods and Equipment Agreement Professional Services Page 13 Method of Collection Data Collected IDAX Automated Traffic Counts using • Vehicle Volume: Hourly and Daily Counts Metrocount pneumatic tubes at all sites, radar . Vehicle Average Speed Data and video • Vehicle Turn Movement Counts • Classification data (vehicle type, ped, bike) Travel time runs with Holux M-241 GPS data • Vehicle Travel Times logging devices, INREX if appropriate; staff . Vehicle origin/destination volunteers using an app EcoCounter system 0 Bike and Pedestrian volumes • Bike and pedestrian origin/destination HDR to update existing tools, including • Vehicle Miles Travelled stratification and classification for road types, creating data for use in GHG modeling One on-line traveler survey, 2019 • To be determined during the Evaluation Two field interview traveler surveys, 2019 Planning and Data Collection planning steps in Part 1 Data collection approach and timing: During the project, the professional will collaborate with the city to finalize when, where and how any equipment needed for this set of tasks will be placed and removed. At a minimum, data will be collected on Thursday, Friday and Saturday, on a 24-hour basis, during the months of the SHIFT project, unless otherwise mutually agreed upon in writing. The data shall be collected 24 hours a day during those dates, with the data aggregated on an hourly basis. As well the professional will collaborate with the city to finalize survey instruments, survey sampling and execution methods, and survey analysis expectations. Finally, the professional will collaborate with the city to determine how the data collected will be integrated with the central project database. Data collection results: The professional will provide the results of the data collection to the City in a summary document. In addition, the contractor will provide the results to the Database vendor in the format needed to upload the information to the central database, and according to the schedule needed for the lab (at least weekly uploads). Key Deliverables: • Final HDR-specific data collection plan for the information professional is collecting directly • Final survey instruments, execution plans and analysis plans • Methods for uploading the collected data to the central database • Completion of tasks to upload the data to the central database Agreement Professional Services Page 14 • At least twice monthly updates on status of data collection by the professional • Written summary of data collection results PART 3: TASK ORDERS To assure clarity and provide flexibility, the tasks outlined above will be performed under written task orders. No work will be started without a written task order. Upon mutual agreement of the City and the Professional, the tasks in Parts 1 and 2 may be modified by the task orders. In the event that the tasks are modified, the Task Orders shall take precedence. This approach shall apply to as many project tasks as City and Professional agree will be performed under the terms and conditions of this Agreement. Each task order will include the following components: TASK ORDER NUMBER: PROJECT NAME: PART 1.0 PROJECT DESCRIPTION: PART 2.0 SCOPE OF SERVICES TO BE PERFORMED BY PROFESSIONAL FOR THIS TASK ORDER: PART 3.0 OWNER'S RESPONSIBILITIES: PART 4.0 PERIODS OF SERVICE: PART 5.0 PROFESSIONAL'S FEE: PART 6.0 OTHER: A Sample Task Order is attached to this Agreement and marked as Exhibit C. No Task Order shall be binding or enforceable unless and until it has been properly executed by both OWNER and PROFESSIONAL. Each properly executed Task Order shall become a separate addendum to this Agreement. Complete Project - To ensure that the overall project scope can be completed within the identified project budget, the initiation of each new Task Order will include a review and update of the overall project progress, project budget and project schedule. This will track progress of remaining tasks and remaining budget and schedule. Agreement Professional Services Page 15 EXHIBIT B: PAYMENTS The professional agrees to provide the listed services at the prices outlined in Table 2 below, with a not to exceed amount of$285,500.00. Modifications to tasks listed, and the amounts associated with specific tasks, can be made only by written mutual agreement, including as outlined in Task Orders. Payments will be made on a time and materials basis. Professional will complete all tasks outlined here and elsewhere in this agreement at the prices outlined below or less. Table 2. Payment Schedule By Major Task Part 1: Data Support Tasks: 1.1 Develop and Implement the Data Group Project Management Plan $ 35,000.00 1.2 Develop and Implement a SHIFT Evaluation Plan $ 15,000.00 1.3 Develop and Implement a SHIFT Data Collection Plan $ 20,000.00 1.4 Collaborate with other SHIFT groups and staff $ 16,000.00 1.5 Provide data analysis and data integration support $ 55,000.00 1.6 Reimbursables $ 5,000.00 DATA SUPPORT SUBTOTAL $ 146,000.00 Part 2: Data Collection Tasks: 2.1 Confirm Data Collection Locations $ 5,000.00 2.2 Confirm Data Collection Approach $ 13,000.00 2.3 Data Collection Results $ 20,000.00 2.4 IDAX data collection $ 50,000.00 2.5 Bike/Ped Data Collection $ 50,000.00 2.6 Reimbursables $ 1,500.00 DATA COLLECTION SUBTOTAL $ 139,500.00 CONTACT TOTAL $ 285,500.00 Compensation for Professional's Services shall be in accordance with Part 5 of each Task Order, and in accordance the provisions of this Professional Service Agreement. The cumulative "not to exceed" amount for all additive tasks under this Contract shall be $285,500.00. The City's financial obligation is limited by this amount, and the Professional shall accept no Task Orders which result in a cumulative contract value which exceeds the "not to exceed" value. Any other modification or amendment to the terms and conditions of this Contract other than as specified in this paragraph, must be in writing, and executed by both parties. 10% of fees shall be retained by the City, and released upon successful completion of all tasks encompassed in this agreement. Agreement Professional Services Page 16 Hourly fees associated with this agreement are outlined in Table 3. Should additional hours of service be requested and agreed to in addendums to this agreement, these same rates will apply: Table 3. Table of Hourly Rates by Role LABOR CATEGORY RESPONSIBILITIES HOURLY RATE National Discipline Leader A senior officer of the company; Has $320 signature authority and authority to dedicate resources; Has extensive knowledge of industry practices; Has knowledge of HDR resources and expertise companywide Contract Manager Develops and manages project scopes and $238 budgets; Manages multidiscipline tasks and coordinates between technical disciplines; Provides day-to-day project management; Develops assignments for staff; Coordinates directly with the client project manager; More than 12 years of experience Senior Technical Advisor Internal and/or national expert and $235 presenter on discipline specialty; Oversees mid-level staff and provides technical quality review of their work; 15-30 years of experience Senior Project Manager II A registered professional; Develops and $220 manages scopes and budgets; Manages multidiscipline tasks and coordinates between technical disciplines; Provides day-to-day technical management; Coordinates directly with the client project manager and task managers; 15-30 years of experience Senior Project Manager I A registered professional; Develops $206 manages scopes and budgets; Manages multidiscipline tasks and coordinates between technical disciplines; Provides day-to-day technical management; Coordinates directly with the client project manager and task managers; 10-15 years of experience Agreement Professional Services Page 17 Project Manager II Develops and manages scopes and $194 budgets; Manages multidiscipline tasks and coordinates between technical disciplines; Provides day-to-day technical management; Coordinates directly with the client project manager and task managers; More than 12 years of experience Project Engineer, Level IV A registered professional engineer; Fully $178 trained within a specific discipline; Develops scopes and budgets; Manages technical resources and tasks; Directs the works of junior and mid-level staff; 15-20 years of experience Senior Project Professional II Develops and manages scopes and $174 budgets; Works on multidiscipline projects and manages complex project deliverables; Directs work with mid-level and junior staff; Coordinates directly with client project manager and task managers; 20-30 years of experience Senior Project Professional I Develops and manages scopes and $158 budgets; Works on multidiscipline projects and manages complex project deliverables; Directs work with junior staff; Coordinates directly with client project manager and task managers; 10- 20 years of experience Project Engineer, Level II A registered professional engineer; Fully $146 trained within a specific discipline; Develops scopes and budgets; Manages technical resources and tasks; Directs the works of junior staff; 8-15 years of experience Technical Writer Works with technical staff to develop and $136 produce written deliverables; Performs technical editing and writing, quality reviews, and document production; 15-20 years of experience Project Professional I Works on multidiscipline projects and $128 manages complex project deliverables; Directs work with junior staff; Coordinates directly with client task managers; 10-20 years of experience Agreement Professional Services Page 18 Designer II A professional with specific experience in $118 CAD design, mapping, technical graphics, GIS, and/or computer applications; 2-10 years of experience Planner II Develops scopes and budgets; Manages $112 individual task orders; Directs technical work with junior staff; Coordinates directly with client task managers; More than 8 years of experience EIT II A recent college graduate; Performs work $108 assigned by mid-level and senior staff; 1-5 years of experience Project Controller II Provides support for invoicing, accounts $104 payable/receivable, project controls, budgeting, and scheduling; More than 8 years of experience Planner I Manages individual work tasks; Performs $94 work assigned by mid-level and senior staff; Coordinates directly with client task managers; Supports others in the preparation of technical reports, GIS maps, graphics; 4-8 years of experience Project Controller I Provides support for invoicing, accounts $90 payable/receivable, project controls, budgeting, and scheduling; 5-10 years of experience Environmental Specialist I Manages individual task orders; Directs $88 technical work with junior staff; Coordinates directly with client task managers; 5-10 years of experience Planner Jr. Manages individual work tasks; Performs $84 work assigned by senior and mid-level staff; Supports others in the preparation of technical reports, GIS maps, graphics; 0- 4 years of experience Project Coordinator Performs research and data collection; $78 Coordinates and performs work assigned by mid-level and senior staff; Supports others in the preparation of technical reports, GIS maps, graphics; 0-5 years of experience Administrative Provides support for word processing, $65 spreadsheets, graphics, scheduling, budget control, and communications; 0-10 years of experience Agreement Professional Services Page 19 EXHIBIT C Sample task order (non-binding) This Task Order pertains to an agreement by and between the City of Aspen, Colorado, ("OWNER"), and HDR Engineering Inc., ("PROFESSIONAL"), dated xxxxx, ("the Agreement"). PROFESSIONAL shall provide services on the project task described below as provided herein and in the Agreement. This Task Order shall not be binding until it has been properly signed by both parties. Upon execution, this Task Order shall supplement this Professional Services Agreement as it pertains to the project tasks described below. This Task Order pertains to an agreement by and between the City of Aspen, Colorado, ("OWNER"), and HDR Engineering Inc., ("PROFESSIONAL"), dated xxxxx, ("the Agreement"). Professional shall provide services on the project task described below as provided herein and in the Agreement. This Task Order shall not be binding until it has been properly signed by both parties. Upon execution, this Task Order shall supplement the Agreement as it pertains to the project task described below. Task Order Number: 1 Project Task Name: Project Management and Program Support Part 1.0 Task Description: Develop and implement the Data Group Project Management Plan Part 2.0 Scope of Work Collaborate with the Data Group to craft a Project Management Plan for the data-related aspects of the Lab. The plan shall include at least the following elements: ✓ The mission, vision and goals for the data-related project management components of the SHIFT project ✓ The overall project management assistance approach ✓ Tasks, roles and responsibilities, detailing which project management, data collection, data analysis and other tasks the City will undertake and which the contractor will undertake ✓ A communication plan, detailing how and when key stakeholders will be kept apprised of project status and needs ✓ A chart of accountabilities (similar to a RACI chart) for those involved with data collection and management, including City staff, mobility service providers, project partners, and the database management consultant ✓ A task list and timeline for data-related tasks for the SHIFT project ✓ Project deliverables list ✓ How and when status updates will be provided to the Data Group This task includes participation, either in person or remotely, in meetings of the Data Group, as well as 2 meetings with SHIFT project leaders to verify the mission, vision and objectives of the project. Typically, Data Group meetings will be held twice a month. However, during peak Agreement Professional Services Page 20 work periods, they maybe more frequent. In addition, this task includes providing Data Group meeting summaries, updates and tracking of tasks against the project plan, and collaboration with data providers. Part 3.0 Owners Responsibilities OWNER will coordinate the meetings of the Data Group and SHIFT project leaders. OWNER will provide background documents to inform the project management process. OWNER will provide meeting space for meetings. OWNER will provide existing, historic data that may influence the process. Part 4.0 Periods of Service This Task Order will expire December 31, 2019 Part 5.0 Payment to Contractor This Task Order will be conducted for a fee not to exceed $xxxxxxxxx. Professional will bill for services monthly, based on a time and materials basis. Payments are due within 30 days of receipt. 10%will be retained until completion of all tasks associated with the main contract. Funds not used for this Task Order may be reallocated to other Task Orders. Part 6.0 Other Deliverables: • Monthly Progress Reports and Invoices • Meeting Notes • Project Management Plan with Schedule and Elements identified in Part 2 above. Agreement Professional Services Page 21