HomeMy WebLinkAboutresolution.council.030-21RESOLUTION #30
(Series of 2021)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN
AND MUNIREVS, INC. 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
between the City of Aspen and MuniRevs, LLC,;
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 contract
between the City of Aspen and MuniRevs, Inc, a copy of which is annexed hereto
and incorporated herein, and does hereby authorize the City Manager to execute
said contract amendment on behalf of the City of Aspen.
INTRODUCED, READ AND ADOPTED by the City Council of the City of
Aspen on the 26th day of March 9, 2021.
7 T &=
Torre, Mayor
I, Nicole Henning, 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 March 9, 2021.
Nicole Henning, City Clerk
DocuSign Envelope ID: 507l D1 Dl-Al CO-02B8-9B77-0611035DO1 ED
1� F9
CITY OF ASPEN STANDARD FORM OF AGREEMENT CITY OF ASPEN
PROFESSIONAL SERVICES
City of Aspen Contract No.:
AGREEMENT made as of
BETWEEN the City:
The City of Aspen
c/o Sara Ott
130 South Galena Street
Aspen, Colorado 81611
Phone: (970) 920-5083
And the Professional:
MuniRevs Inc.
c/o Anna Vaughn
27696 Highway 145
Dolores, CO 81323
Phone:
For the Following Project:
Contract Amount:
Total: $61,620
If this Agreement requires the City to pay an
amount of money in excess of
$50,000.00 it shall not be deemed valid
until it has been approved by the City
Council of the City of Aspen.
Exhibits appended and made a part of this Agreement:
City Council Approval:
Date:
Resolution No.:_30 (2021)
Exhibit A: Scope of Work.
Exhibit B: Fee Schedule.
Exhibit C: Account Manager Support Summary
Exhibit D: Business Account Holder Support Summary
Agreement Professional Services Page 0
DocuSign Envelope ID: 507l D1 Di -Al CO-42B8-9B77-0611035DO1 ED
The City and Professional agree as set forth below.
1. Scope of Work. Professional shall perform in a competent and professional manner the Scope
of Work as set forth at Exhibit A attached hereto and by this reference incorporated herein.
2. Completion. Professional shall commence Work immediately upon receipt of a written Notice
to Proceed from the City and complete all phases of the Scope of Work as expeditiously as is
consistent with professional skill and care and the orderly progress of the Work in a timely manner.
The parties anticipate that all Work pursuant to this Agreement shall be conducted on an at -will basis.
Upon request of the City, Professional shall submit, for the City's approval, a schedule for the perfor-
mance of Professional's services which shall be adjusted as required as the project proceeds, and
which shall include allowances for periods of time required by the City's project engineer for review
and approval of submissions and for approvals of authorities having jurisdiction over the project. This
schedule, when approved by the City, shall not, except for reasonable cause, be exceeded by the
Professional.
3. Payment. In consideration of the work performed, City shall pay Professional on a time and
expense basis for all work performed. The hourly rates for work performed by Professional shall not
exceed those hourly rates set forth at Exhibit B appended hereto. Except as otherwise mutually agreed
to by the parties the payments made to Professional shall not initially exceed the amount set forth
above. Professional shall submit, in timely fashion, invoices for work performed. The City shall
review such invoices and, if they are considered incorrect or untimely, the City shall review the matter
with Professional within ten days from receipt of the Professional's bill.
4. Non-Assi agn bility. 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 for the purposes of set-off until such time
as the exact amount of damages due the City from the Professional may be determined.
Agreement Professional Services Page 1
DocuSign Envelope ID: 507l D1 D1-At CO-42B8-9B77-0611035D01 ED
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 act, omission, error,
professional error, mistake, negligence, or other fault of the Professional, any subcontractor of the
Professional, or any officer, employee, representative, or agent of the Professional or of any
subcontractor of the Professional, or which arises out of any workmen's compensation claim of any
employee of the Professional or of any employee of any subcontractor of the Professional. The
Professional agrees to investigate, handle, respond to, and to provide defense for and defend against,
any such liability, claims or demands at the sole expense of the Professional, or at the option of the
City, agrees to pay the City or reimburse the City for the defense costs incurred by the City in
connection with, any such liability, claims, or demands. If it is determined by the final judgment of a
court of competent jurisdiction that such injury, loss, or damage was caused in whole or in part by the
act, omission, or other fault of the City, its officers, or its employees, the City shall reimburse the
Professional for the portion of the judgment attributable to such act, omission, or other fault of the
City, its officers, or employees.
9. Professional's Insurance.
(a) Professional agrees to procure and maintain, at its own expense, a policy or policies
of insurance sufficient to insure against all liability, claims, demands, and other obligations
assumed by the Professional pursuant to Section 8 above. Such insurance shall be in addition
to any other insurance requirements imposed by this contract or by law. The Professional 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
Agreement Professional Services Page 2
DocuSign Envelope ID: 5071D1D1-A1CO-42B8-9B77-0611035DO1 ED
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 TWO MILLION DOLLARS ($2,000,000.00) 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 ONE MILLION DOLLARS ($1,000,000.00) 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 TWO MILLION DOLLARS
($2,000,000.00) 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 TWO MILLION DOLLARS ($2,000,000)
aggregate.
(c) The policy or policies required above shall be endorsed to include the City and the City's
officers and employees as additional insureds. Every policy required above shall be primary
insurance, and any insurance carried by the City, its officers or employees, or carried by or
provided through any insurance pool of the City, shall be excess and not contributory
insurance to that provided by Professional. No additional insured endorsement to the policy
required above shall contain any exclusion for bodily injury or property damage arising from
completed operations. The Professional shall be solely responsible for any deductible losses
under any policy required above.
(d) The certificate of insurance provided 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
Agreement Professional Services Page 3
DocuSign Envelope ID: 5071 Dt Dt-A1 CO42B8-9B77-0611035DOl ED
prior to commencement of the contract. No other form of certificate shall be used. The certifi-
cate 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.
(0 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
$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. Citv'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 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 15.04.570, 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 tern, covenant,
Agreement Professional Services Page 4
DocuSign Envelope ID: 5071D1D1-A1CO42B8-9B77-0611035DOtED
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:
(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:
Agreement Professional Services Page 5
DocuSign Envelope ID: 5071 D1 D1-A1 CO-42B8-9B77-0611035DO1 ED
(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 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.
Agreement Professional Services Page 6
DocuSign Envelope ID: 5071D1D1-A1CO-42B8-9B77.0611035DOtED
(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.
(viii) 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 seg., 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.
17. 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:
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.
18. Fund Availability. Financial obligations of the City payable after the current fiscal year
are contingent upon funds for that purpose being appropriated, budgeted and otherwise made
available. If this Agreement contemplates the City utilizing state or federal funds to meet its
Agreement Professional Services Page 7
DocuSign Envelope ID: 5071D1D7-A1C042B8-9B77-0611035D01ED
obligations herein, this Agreement shall be contingent upon the availability of those funds for
payment pursuant to the terms of this Agreement.
19. 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. Venue is agreed to be exclusively in the courts of Pitkin County, Colorado.
20. 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 grounds that it is an electronic record or electronic signature or that it
is not in its original form or is not an original.
20. 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.
21. Third Parties. This Agreement does not and shall not be deemed or construed to confer
upon or grant to any third party or parties, except to parties to whom Professional or City may
assign this Agreement in accordance with the specific written permission, any right to claim
damages or to bring any suit, action or other proceeding against either the City or Professional
because of any breach hereof or because of any of the terms, covenants, agreements or conditions
herein contained.
Agreement Professional Services Page 8
DocuSign Envelope ID: 5071Dl Dl-AICO-42B8-9B77-0611035D01ED
22. Attorney's Fees. In the event that legal action is necessary to enforce any of the provisions
of this Agreement, the prevailing party shall be entitled to its costs and reasonable attorney's fees.
23. Waiver of Presumption. This Agreement was negotiated and reviewed through the mutual
efforts of the parties hereto and the parties agree that no construction shall be made or presumption
shall arise for or against either party based on any alleged unequal status of the parties in the
negotiation, review or drafting of the Agreement.
24. Certification Regarding Debarment Suspension Ineligibility, and Voluntary Exclusion.
Professional certifies, by acceptance of this Agreement, that neither it nor its principals is presently
debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from
participation in any transaction with a Federal or State department or agency. It further certifies
that prior to submitting its Bid that it did include this clause without modification in all lower tier
transactions, solicitations, proposals, contracts and subcontracts. In the event that Professional or
any lower tier participant was unable to certify to the statement, an explanation was attached to
the Bid and was determined by the City to be satisfactory to the City.
25. Integration and Modification. This written Agreement along with all Contract Documents
shall constitute the contract between the parties and supersedes or incorporates any prior written
and oral agreements of the parties. In addition, Professional understands that no City official or
employee, other than the Mayor and City Council acting as a body at a council meeting, has
authority to enter into an Agreement or to modify the terms of the Agreement on behalf of the
City. Any such Agreement or modification to this Agreement must be in writing and be executed
by the parties hereto.
26. Authorized Representative. The undersigned representative of Professional, as an
inducement to the City to execute this Agreement, represents that he/she is an authorized
representative of Professional for the purposes of executing this Agreement and that he/she has
full and complete authority to enter into this Agreement for the terms and conditions specified
herein.
IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly
authorized officials, this Agreement of which shall be deemed an original on the date first written
above.
CITY OF ASPEN, COLORADO:
L
neCEy:�I✓esf x
atur, �iC1Qr
[Signature]
By: _Sara Ott
[Name]
Title: _City Manager
Date: 3/12/2021 1 1:14:31 PM MST
PROFESSIONAL:
[Signature]
By: AnnaVaughn
[Name]
Title: Director of Sales & Marketing
Date: March 3, 2021
Agreement Professional Services Page 9
DocuSign Envelope ID: 507l Dl Dl-AlCO-42B8-9B77-0611035D0lED
Approved as to form:
C' Attomey's Office
Agreement Professional Services Page 10
DocuSign Envelope ID: 507l Dl Dl-AlCO-4288-9B77-0611035DOlED
EXHIBIT A PROFESSIONAL SERVICES AGREEMENT
VACATION RENTAL AUDITING MODULE. This Agreement provides Customer
access to a proprietary vacation rental audit module ("LODGINGRevs") which integrates
to the MUNIRevs (MR) online revenue collection system. All Services of MR, including
but not limited to consulting, shall be governed by and subject to the terms and conditions
of this Agreement, whether or not provided pursuant to one or more orders of Customer.
2. ONLINE REVENUE COLLECTION SERVICE. This Agreement provides Customer
access to a proprietary online revenue collection automation and integration service to be
provided by MR through a unique URL within a hosted server environment under the
terms and conditions of this Agreement (the "Service").
3. VACATION RENTAL PERMITTING MODULE. Listings are integrated with our
online Permitting system to confirm compliance and instruct non -compliant properties as
to how to register with their activation code to complete compliance requirements in the
Permitting system. LODGINGRevs staff will review each listing and perform the
following: 1) review and update the compliance status; 2) for non -compliant listings,
send an email or create a PDF of the notices to be mailed by the City of Aspen to the
property owner informing them of their failure to comply; and 3) generate necessary
CONTRACTOR'S workflows for the non -compliant property owner to complete (i.e.,
new business application and license forms). This Agreement provides Customer access
to a proprietary online vacation rental fee collection automation and integration service to
be provided by MR through a unique URL within a hosted server environment under the
terms and conditions of this Agreement (the "Service").
4. USE OF SERVICE.
a. Vacation Rental Listing Integration. LODGINGRevs locates vacation rental
listings on 30+ sites, via the combined data processing that we provide from
Airbnb, Craigslist, FlipKey, Invited Home, Luxury Retreats, Mountain Ski Trips,
One Fine Stay, Tripz and Vrbo/HomeAway. Note that some of these sites are
aggregator sites that pull listings from other platforms, and by that mechanism we
are pulling data from the 30+ sites. Our team continues to monitor new listing
platforms and adds data processing capability as new platforms emerge that may
have new, unique listings that are not also listed on the other platforms we already
process. Through our automated jobs and our property review team, we review
each listing and perform the following:
b. Review and update the compliance status.
c. For non -compliant listings, create the notifications via our Notifications
Module. Customer can have an unlimited number of notifications for the various
states of compliance.
d. The Notifications Module automatically emails any notifications if there's an
email address available (via the MUNIRevs system or other data on the account).
Customer staff will print and mail, via a single PDF document, any notifications
that either do not have an email address or the Customer would like to deliver via
Agreement Professional Services Page 1 I
DocuSign Envelope ID: 5071D1D1-A1C0-02B8-9B77-0611035D01ED
official mail. Customer staff can review all notifications, email delivery and email
opens on every property.
e. LODGINGRevs integrates to the MUNIRevs system as follows:
i. When a new non -compliant property is discovered, an account (if
necessary) and the required workflows for compliance are generated. For
example, if a new listing is discovered, an account in MUNIRevs is
created by our team and we assign the workflows for licensing and any tax
forms due (hotel & sales tax) for all periods of rental.
ii. In the MUNIRevs system, Customer users can link to the actual
advertisements for advertising rentals.
f. LODGINGRevs includes a dashboard that assists the Customer in monitoring our
compliance efforts, the Customer's compliance rates, and the ability to see the
details and our team's notes and audit efforts for every advertisement and
property.
Customer Revenue Disbursements. Business revenues associated with the registration
and licensing of vacation rentals that are paid through Service will be deposited directly
into the Customer's bank account. Customer agrees to set up a separate bank account
expressly for collection of MR system deposits and to pay all merchant account fees for
Customer's accounts by merchant service, ACH providers and payment gateway
(USAePayNeriCheck).
6. MR Support and Responsibilities. As with the MUNIRevs system, notifications from the
LODGINGRevs portal can include MUNIRevs support contact and our support and
property review team will provide customer support for the Services, as further detailed
in Exhibit A, of which terns are incorporated into this Agreement for all purposes.
Agreement Professional Services Page 12
DocuSign Envelope ID: 5071 Dt Di-AIC042B8-9B77-0611035D0l ED
EXHIBIT B PROFESSIONAL SERVICES AGREEMENT
Fee Schedule
For year 2 pricing (beginning January 1, 2021), the agreement reflects a fixed cost at 750 properties
at $1.30/property per month; and 3,200 businesses at $0.65/business per month for sales tax
remittance and the same $0.65/business for licensing. In years 3 through 5, the contract reflects a 5%
cost escalation maximum in the monthly cost per property or business. Prior to each yearly renewal,
the number of properties and businesses will be reviewed between the City and MuniRevs.
*Additional customization feature requests or tax rate updates require a change order and will be
charged at the rate of $225 an hour.
*Additional Tax Forms require a change order form and will be charged $2,250 per form.
*Additional Workflows require a change order form and will be changed at $2,200 per workflow.
All change orders must be mutually agreed upon.
Ninety days before each renewal year, the number of properties will be reviewed with City of Aspen to
determine if there is any price change needed for a contract extension.
*Payment Processing: Jurisdiction contracts directly with gateway and payment processor and fees are
approximately -$.40 per a -check plus statement & gateway fees of $20 / month. Credit Card fees are
also competitive rates, and we can implement a credit card convenience fee if desired that is
automatically collected to offset these fees.
Agreement Professional Services Page 13
DocuSign Envelope ID: 5071DlD1-AlCO-42B8-9B77-0611035D91ED
EXHIBIT C PROFESSIONAL SERVICES AGREEMENT
MUNIRevs Account Manager Support Summary
MUNIRevs Account Manager
Your dedicated Account Manager will assist your administrative users with:
• MUNIRevs:
o Assist Jurisdiction Staff with:
• System Technical Questions
• System Procedural Questions
• System Errors
• Incorrect recording or missing ASMT and PMT
• Incorrect recording or missing Cart Id
• Any other System generated errors, duplicate payments etc.
• Updating Existing List Values (Minor In Nature Only)
• Change Business Category or Location descriptions if needed
• Update Existing Tax Rate Changes
• Cigarette per pack tax, annually
• Training on Notification Set -Up
• Creating new templates
• Training for Jurisdiction users on the notification module
LODGINGRevs:
o Assist Jurisdiction Staff with:
• Review of Compliance Activity and Jurisdiction Review Listings
• Assistance in bringing non -compliant properties into compliance
• Assistance in delivering accurate online/hotline complaints
• Assistance in Notification Set -Up
Jurisdiction Staff
• Reconciling and Balancing MUNIRevs Activity
o We strongly recommend that Jurisdictions use the integrated MUNIRevs
reconciliation module for this function to ensure our team can provide Jurisdiction
Staff with the best support.
• Reporting
o Authorized Jurisdiction users have full access in real time to reports in
MUNIRevs and LODGINGRevs (if applicable) and can run any reports as needed
within the system.
• Printing and mailing any paper notifications
• Sending email notifications after initial training with the dedicated Account Manager
• Processing returned payments and handling payment questions
• Processing amended returns
Agreement Professional Services Page 14
DocuSign Envelope ID: 5071 D1 D1-Ai CO-42B8-9B77-0611035D01 ED
EXHIBIT D PROFESSIONAL SERVICES AGREEMENT
Business Account Holder Support Summary
MUNIRevs Support Team
• User attachment/removal to accounts
• ACH Credit setup for businesses who want to pay via ACH Credit into the jurisdiction
vs. the integrated online payment provider
• Adding forms
o Previous period tax forms
o Permit/license applications/tax certificate application
• Technical support
o Registration process
o Email or password reset processes
Send requests to jurisdiction on behalf of taxpayer
o Waiver requests
o Filing frequency change
o Clarification on tax settings: rates, rules, etc.
Complete requests
Waiver of penalty and interest
Jurisdiction Staff
• Closing accounts
• Returned payments
o Reviewing daily notices from payment provider and resetting forms within
MUNIRevs using the MUNIRevs tool and best practices
• Taxation or licensing rules
o Ex: What qualifies as an exemption?
o Ex: Do I include this revenue on my return?
• Jurisdiction/situation-specific questions
o Ex: Did you get my mailed in payment? How much did Airbnb/Vrbo report for
me? Licensing requirements?
o Historical data not in MUNIRevs
• Approvals
o Waiver of penalty and interest
o Amended return
o Business name/address change
o License/permit applications
o Filing frequency change
o Confirming settings on each new or renewed account are correct.
• Setting requirements
o Ex: Required forms, documents, filing frequency, due dates
Support Terms:
Support Hours: 7 am to 6 pm, MST (Monday — Friday), excluding Federal Holidays
Support Phone: 888-751-1911
Support E-mail: support@munirevs.com
Agreement Professional Services Page 15