HomeMy WebLinkAboutresolution.council.098-12 RESOLUTION #C/
(Series of 2012)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN
AND PUBLIC BIKE SYSTEMS COMPANY AUTHORIZING THE CITY
MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF
ASPEN, COLORADO.
WHEREAS, there has been submitted to the City Council a contract for bike
sharing system components, between the City of Aspen and Public Bike Systems
company, a in the form attached hereto as Exhibit "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 that Contract
for bike share system components, between the City of Aspen and Public Bike
Systems Company, a copy of which substantially in form attached is hereto in, and
does hereby authorize the City Manager to execute said agreement on behalf of the
City of Aspen, subject to the final approval of the City Manager and the City
Attorney.
INTRODUCED, READ AND ADOPTED by the City Council of the City of
Aspen on the 22nd day of October 2012.
is ae C. Irela , Mayor
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, at a meeting held, October 22, 2012.
Kat " n S. Koch, City Clerk
The oltY oflhoen
CITY OF ASPEN STANDARD FORM OF AGREEMENT -V2010 Citv111mrneY'sMe
PROCUREMENT SUPPLY AND PROFESSIONAL SERVICES
City of Aspen Project No.: 2012-047.
AGREEMENT made as of 27th day of November, in the year 2012.
BETWEEN the City:
Contract Amount:
The Cite of Aspen
c/o Transportation Procurement: $234,979.00
130 South Galena.Street
Aspen, Colorado 81611 Total: $234,979.00
Phone: (970)920-5055
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
Public Bike Systems Company until it has been approved by the City
2113 32e Avenue Council of the City of Aspen.
Lachine(Qc)H8T 3J1 City Council Approval:
Phone: 514-789-2494
Date; J _ 1--J—_
c.�
Resolution No.: tE,) ( �-
For the Following Project:
Purchase of bike sharing system components .
Exhibits appended and made a part of this Agreement:
Exhibit A: List of supplies, equipment, or materials to be purchased.
Exhibit B: Fee Schedule.
Agreement for Procurement and Professional Services Page 0
The City and Professional agree as set forth below.
SUPPLY PROCUREMENT
1. Purchase. Professional agrees to sell and City agrees to purchase the supplies, equipment, or
materials as described in Exhibit A, appended hereto and by this reference incorporated
herein, for the sum of set forth above.
2. Delivery. (FOB Lachine). Delivery shall take place 16 weeks from the date the City issues
a purchase order number to the Professional.
3. Contract Documents. This Agreement shall include all Contract Documents as the same are
listed in the Invitation to Bid or Request for Proposals and said Contract Document are
hereby made a part of this Agreement as if fully set out at length herein.
4. Warranties, Professional warrants that the Warranted Equipment will not be affected by any
Defect for five (5)years from the shipping date of the Warranted Equipment,(the"Equipment
Warranty") provided that the Warranted Equipment is maintained in accordance with the
Documentation. The Client acknowledges that certain parts of the System must be replaced
periodically by the Client as specified in the maintenance Documentation through the Client's
purchase of Spare Parts from Professional and that the replacement or degradation of such
parts is not covered by the Equipment Warranty. For greater clarity, the Equipment Warranty
does not cover the Wear Parts.
Service must be provided by Professional or a Professional designated repair house or vendor.
This limited warranty is valid only when the bike sharing system is used in the city in which it
was purchased to operate in. Proof of original purchase date is required to obtain service under
this limited warranty.
A "Defect" means a situation where the Warranted Equipment does not operate in accordance with the
Specifications,A Defect(and the Equipment Warranty)does not cover:
(a) Wear Parts-,
(b) malfunctions caused by the normal deterioration or wear-and-tear of parts;
(c) malfunctions caused by the interaction of the Professional's supplied equipment with
a device, component or part not included in the Professional's supplied equipment
such as, by way of example, the use of spare parts other than those supplied by
Professional;
(d) malfunctions caused by the use of the Professional's supplied equipment in a way
contrary to the Documentation-,
(e) malfunctions in software components,
(f) cosmetic damage, including scratches, dents, chips or other damage to the finish of
the Warranted Equipment, unless such damage is caused by Professional's negligence
or willful misconduct;
Agreement for Procurement and Professional Services Page I
(g) Warranted Equipment with original model/serial numbers that have been removed,
altered, or cannot be easily determined;
(h) malfunctions caused by unauthorized modifications made to the Professional's
supplied equipment;
(i) malfunctions caused by the failure to maintain the Professional's supplied equipment
according to the Documentation;or
vandalism or any other abusive use;
(k) expenses for travel and transportation for product service by an authorized
Professional servicer to remote areas where said servicer is not available.
Please consult the list provided by Professional to determine what parts of the Professional bike
share system are Warranted Parts and what parts are Wear Parts.
S. Successors and Assigns. This Agreement and all of the covenants hereof shall inure to
the benefit of and be binding upon the City and the Professional respectively and their agents,
representatives, employee, successors, assigns and legal representatives. Neither the City nor the
Professional shall have the right to assign, transfer or sublet its interest or obligations hereunder
without the written consent of the other party, provided, however, that the City's prior consent is
not required if Professional's transferee or assignee is an entity that takes over all rights and
personnel required for the marketing of the Professional's system outside of Montreal.
6. ScoW of-Work. Professional shall perform the tasks necessary for the production of the
Equipment set out in Exhibit A(the"Work").
Completion. Professional shall commence Work immediately upon receipt of a written Notice to
Proceed from the City and complete all phases of the Work as expeditiously as is consistent with
professional skill and care and the orderly progress of the Work in a timely manner. Professional
shall deploy commercially reasonable efforts to assist We-Cycle to deploy the system so it is fully
operational on or before June 1,2013.
7. Pa. rn . In consideration of the work performed, City shall pay Professional not exceed
those rates set forth at Exhibit B appended hereto. Professional shall submit, in timely fashion,
invoices for materials.
8. Non-Assigngbjiilitv, Both parties recognize that this Agreement is one for personal services
.y
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
Agreement for Procurement and Professional Services Page 2
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.
9. 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.
10. 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 for the purposes of
set-off until such time as the exact amount of damages due the City from the Professional may be
determined.
11. 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.
12. Indemnification. Professional agrees to indemnify and hold harmless the City, its officers,
employees, insurers,and self-insurance pool, from and against all liability, claims,and demands,on
account of injury, loss, or damage, including without limitation claims arising from bodily injury,
personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind
whatsoever, which arise out of or are in any manner connected with this contract, if such injury,
loss, or damage is caused in whole or in part by, or is claimed to be caused in whole or in part by,
the act, omission, error, professional error, mistake, negligence, or other fault of the Professional,
any subcontractor of the Professional, or any officer, employee, representative, or agent of the
Professional or of any subcontractor of the Professional, or which arises out of any workmen's
Agreement for Procurement and Professional Services Page 3
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.
13 . Damages. EXCEPT FOR CLAIMS BASED ON BREACH OF CONFIDENTIALITY OR
FOR THIRD PARTY CLAIMS BASED ON INTENTIONAL MISCONDUCT OR
INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT, IN NO EVENT SHALL EITHER
PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL.
INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR THE
LOSS OF PROFIT ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE
SUPPLY, DELIVERY AND MANUFACTURE OF PRODUCTS, EVEN IF SUCH PARTY IS
ADVISED OF THE POSSTBTLITY OF SUCH POTENTIAL LOSS OR DAMAGE. EXCEPT AS
PROVIDED OTHERWISE IN THIS AGREEMENT, PARTIES FURTHER AGREE TIL'kT
PROFESSIONAL SHALL NOT BE LIABLE FOR ANY CLAIM OR DEMAND AGAINST
PROFESSIONAL OR THE CITY BY ANY OTHER PARTY ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT.
14 . Disclaimer. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES
EXPRESSLY SET FORTH IN THIS AGREEMENT, PROFESSIONAL MAKES NO
REPRESENTATIONS OR WARRANTIES TO ANY PERSON OR ENTITY WITH RESPECT
TO THE EQUIPMENT, SOFTWARE, SERVICES, DOCUMENTATION, OR OTHER
SUBJECT MATTER OF THIS AGREEMENT, PROFESSIONAL HEREBY DISCLAIMS ALL
OTHER REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS, IMPLIED,
OR STATUTORY,INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE OTHER THAN EXPRESSLY PROVIDED HEREIN. EXCEPT
FOR THE WARRANTIES SET FORTH IN TTff S AGREEMENT, PROFESSIONAL DOES NOT
REPRESENT OR WARRANT THAT THE SOFTWARE PRODUCTS OR DOCUMENTATION
ARE ERROR-FREE. OR THAT WILL MEET ANY SPECIFIC NEED THAT THE CITY HAS
NOT SPECIFICALLY SET OUT IN THE SPECIFICATIONS 1 OR THAT THE SOFTWARE
WILL FILNTCTION WITHOUT INTERRUPTION, OR. THAT ALL DEFECTS WIT BE
CORRECTED. TO THE EXTENT THAT A PARTY MAY NOT DISCLAIM ANY
WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF
SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. THE
AGENTS AND EMPLOYEES OF PROFESSIONAL ARE NOT AUTHORIZED TO MODIFY
ANY OF THE EXPRESS WARRANTIES CONTAINED HEREIN OR TO MAKE
ADDITIONAL WARRANTIES BINDING ON PROFESSIONAL, AND THE CITY
ACKNOWLEDGES THAT IT HAS RELIED ON NO REPRESENTATIONS OR
WARRANTIES OTHER THAN THE EXPRESS WARRANTIES IN THIS AGREEMENT.
Agreement for Procurement and Professional Services Page 4
15, 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.
(ii) Commercial General Liability, insurance with minimum combined single
limits of ONE MILLION DOLLARS ($1,000,000,00) each occurrence and ONE
MTHJON DOLLARS ($1,000,000,00) aggregate. 'rhe 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.
(c) The policy or policies required above shall be endorsed to include the City and the
City's officers and employees as additional insureds [NTD: subject to confirmation by
PBSC's insurers]. 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
Agreement for Procurement and Professional Services Page 5
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 premium-, in connection therewith, and all monies so paid by City shall be
repaid by Professional to City upon demand, or City may offset the cost of the premiums
against monies due to Professional from City,
(f) City reserves the right to request and receive a certified copy of any policy and any
endorsement thereto.
(g) The parties hereto understand and agree that City is relying on, and does not waive or
intend to waive by any provision of this contract, the monetary limitations, (presently
$150.000.00 per person and $600,000 per occurrence) or any other rights, immunities, and
protections provided by the Colorado Governmental Immunity Act, Section 24-10-101 et
seq., C.R.S., as from time to time amended, or otherwise available to City,its officers, or its
employees.
16. 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.
17. Completeness of AgEggment. 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,,ATiting.
18. Notice.ice. Any written notices as called for herein may be band delivered or mailed by
certified mail return receipt requested to the respective persons and/or addresses listed above.
19. 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.
20. 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
Agreement for Procurement and Professional Services Page 6
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.
21. Execution of A- eement 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. llleQal 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, 1081h 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:
(i) Professional shall confirm the employment eligibility of all employees who are
newly hired for employment in the United States; and
Agreement for Procurement and Professional Services Page 7
(ii) Professional has participated or attempted to participate in the Basic Pilot
Program in order to verify that new employees are not employ illegal aliens.
(d) Professional hereby confirms that:
(i) Professional shall not knowingly employ or contract new employees
without confirming the employment eligibility of all such employees hired for
employment in the United States under the Public Contract for Services.
(ii) Professional shall not enter into a contract with a subcontractor that fails to
confirm to the Professional that the subcontractor shall not knowingly hire new
employees without confirming their eligibility ibility for employment in the
I —
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 live (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 for Procurement and Professional Services Page 8
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
affirins 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,
(?) 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.
22. Warranties Against Contin2ent 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.
Agreement for Procurement and Professional Services Page 9
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:
-� -
[s ign lsig►
[Name] [Name J
Title: a Title: C �.
Date: (2-- -7-' /L'
Date:
Approved as to form:
ity Attorney's Office
Agreement for Procurement and Professional Services Page 11
(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.
23. 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.
24. 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.
24. Ownership. The City [We Cycle is not a party to the this Agreement], agrees that the
technical and non-technical information, and the intellectual property rights used in the
development and manufacture of the equipment, supplies and material described in Exhibit A
("Professional's IPR") are valuable and proprietary to Professional or its licensors. The City
assigns to Professional all Professional's IPR acquired during or after the term of this Agreement,
by the City, its subcontractors, its employees or its Affiliates and agrees to obtain the execution
of any document required to perfect this assignment. The City acknowledges that it may not
require compensation or payment from Professional for complying with this section. All
intellectual property rights that are not Professional's IPR shall vest in the developing party. This
section shall survive the termination or expiry of this Agreement.
Agreement for Procurement and Professional Services Page 10
EXYUBrr A
List of supplies,equipment.,_ormaterials to be purchased
I snits Description
8 Kiosk pillar, solar
12 Kiosk technical platform
123 Docking Point Cable
129 Black docking points
8 Red terminal
8 Terminator plug
8 Map frame
Full description of components is available in PBSC's proposal. The following is an abbreviated
version:
STATION
• Fully self-sufficient that seamlessly integrates with all components,
• Modular and portable designed to fit small to wn surroundings.
• Uses solar power and wireless communication%,eliminating dependence on telecom cabling and
electrically grid connectivity. supply from two batteries. This
• Station-wide electrical requirements are powered by a constant supp
ensures that lack of gun for a certain period of time would not affect the PBSC System and not
compromise the continuity of operations. n which docking points and a terminal are mounted.
• Station is comprised of a technical platform o
Because of the modularity of the system,each station can easily be expanded to meet demand at
out -,e
any moment,but preparatory analyses carried Jointly by a municipality and the Public Bike
System Company typically dictate optimal station configuration.
• Includes:• A wireless terminal where users.. subscribers and occasional riders may carry out a wide
range of transactions, red when not in use.where bicycles are secured• A variable number of docking points
• All components are seamlessly integrated into the technical platform and easily interconnected
("Plug and Play")without the need for costly excavation or preparatory work.
• As knowledge is gained regarding patterns of use,the stations may be relocated and resized to
accommodate fewer or more bicycles within specific urban areas.At the same time,they may be
reconfigured in a wide range of geometries(L-shaped, IT-shaped, circular,etc.)using a variable
number of docking points,
TERMINAL
Station component communications are linked between the bicycles,the docking points and the PBSC
Control Center. it is also the place where non-subscribers and occasional users such as tourists are able
Agreement for Procurement and Professional Services Page 12
��h�vc�o Tcrmkmlcan bem�unto provide a
����u�mp�a� ao��kmmoYum bicycles.
wide range of additional services.
DOCKING POINT
• This im the nzodo|c`»bwrebicyo(oxare parked uudi*obudv/bcnootioua�.
•
Also where subscribers can check in and check out a bicycle by simply inserting a PBSC-key or
mnadzuzdin8z�rrudor� Th�uuoigocf�otor� uJ�ovvon�oUiylcu�orsto�ioku�undr�toruhicycles
c»u»ooeot}y' |d |ouscrotooinnu\tuucona)ymouun:orro�rnubioycleduringru*bbour and
• Sy�eruenables n'o p
at busy locations. ceded 1n make the system oduptnb|'tn changing
• Docking points feature all the characteristics o
needs: d \ enable easy fit�tothe technical plutKornu.
�* Doi{bnn°Y)o�und�]��`modules,cv �an
�^ Mo6e. from aluminum—resistant tocorrosion.
Easy(o remove.replace and repair.
�
Virtually nodowntime.
�
Simple and unsy-to-ooeinterface,
Front-end protector that also serves ummo anti-theft mechanism.
Breakdowns may he reported direcdyfi000thcbikedookingpoint.
1[EC&XNNICAL PLATFORM
1uvvbibdockio�pointnuu�t�rmzinu|so«uzoonntod. Amouub, dio the base
This ia the pbyoi«») aoPpod»n » � and
terminal. Its unique
i a1i between � /.
uodbubformUe}o�unui000no�uou uoo ' ...^~ _---_- ^
design o�ukcsihmo��imobolyD�dh�:
` �bo\or�iom| nrdn � point,
Th�oon�c�n«�imum�d1»o�»uoi l��|v portable.Th�snnmkcnrbmPQSC�ymu��
ltm^"I)ropand Go``design ooukeothe station 000�P ' � . fcapable ofucuon�mododug special events, such amfembvuls and other events, iomrnu�crn days.
�+
Uniform modules enable"Plug and Play"expansions of the system.
area where
)O� No construction, excavation,or site preparation iaueedeU; ooduuugmiodonoto(6o
pavements are placed.ln turn,this means the stations are easy to install,maintain,relocate»reven
remove.
HIGH-TECH COM-MUN-ICATDON FEATURES
The PB8C System uses u variety uf communication technologies donuphout: chip vvbbjoth�
• 8icyc|ex signal their presence in w secured docking pnintvia uuK.iUJ o p
hi»yc)e'
• The docking points are all daisy chained tueach other and to the terminal using RB485 cable.
• A|urAe number of docking points can easily be connected to the terminal and linked to the
central system hvu(}9B8link,
• The Key/Snourtourd are unI@FlD-*mb*6ded,
'The Chvundcrotuuduand agrees that uDoon-bucd��m�oon�`onentmand services obuUbo provided bv
' h VV C dccu separate mgT��mmout
P83<�dnou"m We-Cycle u- cuo �
Agreement for Procurement an.d professional Services Page 13
TECHNICAL DRAWING OF STATION COMPONNENTS
3a w
±838
7
;i79?5 F5.85
1
I
128 91
[3214.2'
7i.3S
{1913.37
35 Ta
Agreement for Procurement and Professional Services
Page 14
EXHIBIT B
Fee Schedule
The City of Aspen agrees to the following fee schedule and payment made in US Dollars:
Units Description ----Unil Cost Total Price
8 Kiosk pillar,solar $10,290 $82,320
090 $34,880,
3? Kiosk technical platform $ 1 I d; $91,63)5
123 Docking Point Cable S 74 5 $ 8,256
129 -Black docking points $ 64
8 Red terminal $ 64 $ 512
8 Terminator plug $ 38 $ 304
8 Map frame S 1,509 $12,072
Onsite delivery to Aspen, Colorado, USA $ 5,000
$234,979
Total
The City shall pay a total of$234,979 to Professional as follows:
# 30%when the order is placed
• 50%when the system components are delivered
• 20%either when the system is installed and training is complete or by June 1, 2013,
whichever occurs first.
Page 15
Agreement for Procurement and Professional Services