Loading...
HomeMy WebLinkAboutresolution.council.056-23RESOLUTION NO.056 Series of 2023 A RESOLUTION OF THE CITY OF ASPEN, COLORADO, APPROVING A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASPEN AND ASPEN DOWNTOWNER GROUP, LLC AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID DOCUMENT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS the City of Aspen strives to reduce traffic congestion and improve air quality utilizing Transportation Demand Management measures; and WHEREAS the City of Aspen seeks to provide micro -transit services as an alternative to single - occupant vehicle trips as detailed in the PROFESSIONAL SERVICES AGREEMENT which is annexed hereto and made a part thereof. 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 Professional Services Agreement for micro -transit service, between the City of Aspen and Aspen Downtowner Group, LLC, a copy of which is annexed hereto and incorporated herein and does hereby authorize the City Manager of the City of Aspen to execute said agreement on behalf of the City of Aspen. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 25th day of April 2023. - T F, *_ -1 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 C until of the City seen, lorado, at a meeting held on April 25", 2023. Nicole Henning, City &erk DocuSign Envelope ID: 4FC002D3-F812-47DC-B240-60CB36E809BE CITY OF ASPEN STANDARD FORM OF AGREEMENT CITY OF ASPEN PROFESSIONAL SERVICES City of Aspen Contract No.: 2022-095 AGREEMENT made this 25th day of April, in the year 2023. BETWEEN the City: The City of Aspen c/o Sara Ott 427 Rio Grande Place Aspen, Colorado 81611 Phone: (970) 920-5079 And the Professional: Aspen Downtowner Group, LLC c/o Travis Gleason 515 North Flagler Drive, Suite P-300 West Palm Beach, FL 33401 Phone: 561-929-1471 For the Following Project: Contract Amount: Total: $629,331.00 (not to exceed) 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. City Council Approval: Date: April 25, 2023 Resolution No.:2023-056 Micro transit services, May 1, 2023 through May 1, 2024; with one year extensions through May 1, 2028 Exhibits appended and made a part of this Agreement: Exhibit A: Scope of Work. Exhibit B: Fee Schedule. The City and Professional agree as set forth below. Agreement Professional Services Page 0 DocuSign Envelope ID: 4FC002D3-FB12-47DC-B240-60C836E809BE 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 completed no later than May 1, 2028. Upon request of the City, Professional shall submit, for the City's approval, a schedule for the performance of Professional's services which shall be adjusted as required as the project proceeds, and which shall include allowances for periods of time required by the City's project engineer for review and approval of submissions and for approvals of authorities having jurisdiction over the project. This schedule, when approved by the City, shall not, except for reasonable cause, be exceeded by the Professional. 3. Payment. In consideration of the work performed, City shall pay Professional 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. Nan -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 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 Agreement Professional Services Page 1 DocuSign Envelope ID: 4FC002D3-F812-47DC-B240-60C836E809BE 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 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 Agreement Professional Services Page 2 DocuSign Envelope ID: 4FC002D3-F812-47DC-B240-60C836E809BE claims -made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. (i) Worker's 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 Worker's 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 THREE MILLION DOLLARS ($3,000,000.00) 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 include coverage for explosion, collapse, and underground hazards. 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 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 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 Agreement Professional Services Page 3 DocuSign Envelope ID: 4FC002D3-F812-47DC-B240-60C836EB09BE 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 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. 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 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 term, covenant, or condition to be performed by Professional to which the same may apply and, until complete Agreement Professional Services Page 4 DocuSign Envelopc ID: 4FC002D3-F812-47DC-B240-60CB36EB09BE 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 AUeement by-Cilty. 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. Worker Without Authorization prohibited — CRS § 8-17.5-101 & 244-76.5-101 Purpose. During the 2021 Colorado legislative session, the legislature passed House Bill 21- 1075 that amended current CRS §8-17.5-102 (1), (2)(a), (2)(b) introductory portion, and (2)(b)(III) as it relates to the employment of and contracting with a "worker without authorization" which is defined as an individual who is unable to provide evidence that the individual is authorized by the federal government to work in the United States. As amended, the current law prohibits all state agencies and political subdivisions, including the Owner, from knowingly hiring a worker without authorization to perform work under a contract, or to knowingly contract with a Professional who knowingly hires with a worker without authorization to perform work under the contract. The law also requires 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. Definitions. The following terms are defined by this reference are incorporated herein and in any contract for services entered into with the Owner. 1. "E-verify program" means the electronic employment verification program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, that is jointly administered by the United States Department of Homeland Security and the social security Administration, or its successor program. 2. "Department program" means the employment verification program established pursuant to Section 8-17.5-102(5)(c). 3. "Public Contract for Services" means this Agreement. 4. "Services" means the furnishing of labor, time, or effort by a Professional or a subprofessional not involving the delivery of a specific end product other than reports that are merely incidental to the required performance. 5. "Worker without authorization" means an individual who is unable to provide evidence that the individual is authorized by the federal government to work in the United States By signing this document, Professional certifies and represents that at this time: 1. Professional shall confirm the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services; and Agreement Professional Services Page 5 DocuSign Envelope ID: 4FC002D3-F812-47DC-B240-60C836EB09BE 2. Professional has participated or attempted to participate in either the e-verify program or the department program in order to verify that new employees are not workers without authorization. Professional hereby confirms that: 1. Professional shall not knowingly employ or contract with a worker without authorization to perform work under the Public Contract for Services. 2. Professional shall not enter into a contract with a subprofessional that fails to certify to the Professional that the subprofessional shall not knowingly employ or contract with a worker without authorization to perform work under the Public Contract for Services. 3. Professional has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services through participation in either the e-verify program or the department program. 4. Professional shall not use the either the e-verify program or the department program procedures to undertake pre -employment screening of job applicants while the Public Contract for Services is being performed. If Professional obtains actual knowledge that a subprofessional performing work under the Public Contract for Services knowingly employs or contracts with a worker without authorization, Professional shall: 1. Notify such subprofessional and the Owner within three days that Professional has actual knowledge that the subprofessional is employing or subcontracting with a worker without authorization: and 2. Terminate the subcontract with the subprofessional if within three days of receiving the notice required pursuant to this section the subprofessional does not stop employing or contracting with the worker without authorization; except that Professional shall not terminate the Public Contract for Services with the subprofessional if during such three days the subprofessional provides information to establish that the subprofessional has not knowingly employed or contracted with a worker without authorization. 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. 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 Owner may terminate this Agreement. If this Agreement is so terminated, Professional shall be liable for actual damages to the Owner arising out of Professional's violation of Subsection 8-17.5-102, C.R.S. 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. Agreement Professional Services Page 6 DocuSign Envelope ID: 4FC002D3-FB12-47DC-B240-60C636E809BE 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. 17. Warranties Against Contin_g—ent 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 Availabili . 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. 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. Agreement Professional Services Page 7 DocuSign Envelope ID: 4FC002D3-F812-47DC-B240-60C836E809BE (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 SLgnatures 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. 21. 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. 22. 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. 23. Attorneys 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. 24. 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. 25. Certification Regarding Debarment Suspension. Ineligibility, and Voluntary Exclusion. Professional certifies, by acceptance of this Agreement, that neither it nor its principals is presently Agreement Professional Services Page 8 DocuSign Envelope ID: 4FC002D3-F812-47DC-B240-60C836E809BE 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. 26. 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. 27. 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 A ;]RADO: �lA.blw.bStl'' aaaa.ao :. [Signature] Diane Foster By: [Name] Title: Assistant city Manager Date: 4/26/2023 1 10:55:19 AM MDT Approve as to Form: Docuslgned by: City Attorney PROFESSIONAL: [Signature] By: Travis Gleason [Name] Title: President Date: 4/11 /23 General Conditions and Special Conditions can be found on City of Aspen Website. Purchasing I Aspcn, Co Agreement Professional Services Page 9 DocuSign Envelope ID: 4FC002D3-F812-47DC-B240-60CB36E809BE EXHIBIT A PROFESSIONAL SERVICES AGREEMENT 1. Level of service (LOS), Service Area, Span of Service 1.1 The City's target LOS provides customer pick-up times of no more than 15 minutes post request. Vendor must notify the City of any planned or unplanned situations that will cause service disruptions reducing the agreed upon LOS. 1.2 Services will be offered door-to-door or door -to -hub within the agreed upon service area. The current service area is depicted in Attachment A. Service area may be modified by the City upon request. 1.3 Should a service area modification result in a degradation of the LOS, the City will modify the LOS requirements administratively and/or the City will work with the Vendor to add drivers and/or vehicles per the fee schedule (Exhibit B). 1.4 The Vendor will prioritize trips at the City's request to: a. Prioritize geographic areas during a fixed route service outage, special event or similar. b. Transition to a portion of the fleet to fixed route service. c. Lead time to prioritize geographic areas during a fixed route service out is 24 hours. d. Lead time to transition a portion of the fleet to fixed route service during a fixed route service out is 24 hours. 1.5 Services will be offered during the agreed upon span of service. The current span of service is outlined in Attachment A. The span of service may be modified by the City upon request per the fee schedule. 2. Configuration, Trip Request, Confirmation, Routing and Dispatching Platform 2.1 The Vendor will offer a smartphone app (compatible with the last 3 major versions for both iOS and Android) as the primary tool to request service. 2.2 The platform has a web -based graphical user interface to create and manage service areas including the ability to expand, constrict, and exclude locations within the service area. 2.3 The customer will input their desired origin -destination pair. Upon confirmation that the requested trip is indeed qualified, the customer will receive a confirmation along with the Agreement Professional Services Page 10 DocuSign Envelope ID: 4FC002D3-F812-47DC-B240-60C836E809BE estimated time of arrival of the assigned vehicle as well as the real time location of the assigned vehicle as it approaches the pickup location. 2.4 Customers who do not qualify for service will be directed via the app to contact information for service alternatives. 2.5 The app will be available in both English and Spanish and offer special functionalities for customers that are blind or low -vision. 2.6 A full -service call center will be available as an alternative to the use of an app. The call -in option will allow be available during service hours for trip requests, lost and found, and other customer service items in both English and Spanish as well as TTY. 2.7 A centralized software platform will complete the following tasks in a fully automated manner without human intervention: a. Receiving all trip requests through the smartphone app and call center. b. Processing the origin -destination pair for each trip request to confirm whether the trip is within the appropriate service area. c. Identifying whether the customer is requesting a regular service or a WAV service and assigning a vehicle appropriately. d. Assigning and dispatching a vehicle to complete that trip on the most efficient route while ensuring that the agreed upon LOS for all customers in that vehicle will be met. e. Routing the driver around closed roads, detours and areas determined as off-limits. f. Matching riders into trips so that the VMT is reduced and HOV capacity is increased. g. Providing accurate real time estimations of time of pick-up and time of arrival to the customers. h. Providing an approximation of the pickup vehicle location so the customer knows from which direction it will be approaching. i. Providing a door -to -hub option should door-to-door service be unachievable. j. Following up with customers in a manner such that they may rate their experience and answer questions related to trip purpose, mode shift and other items based on the City's needs. k. Providing those who do not qualify for service with information or alternatives. 2.8 The platform is able to review historical vehicle GPS data and routing with metadata. 2.9 The Vendor will provide the City with prior notice to any system/software maintenance or outages that may cause service disruptions. Agreement Professional Services Page 11 DocuSign Envelope ID: 4FC002D3-F812-47DC-B240-60C836E809BE 3. Fleet Vehicles 3.1 The Vendor's fleet will be defined as the pool of vehicles made available to provide the proposed service. These vehicles may be owned by the Vendor or accessed via an affiliation agreement. 3.2 The Vendor is responsible for maintenance and cleanliness of the fleet. Vehicle maintenance and cleaning must occur without impact to the City's LOS requirements. The Vendor will maintain a sufficient spare ratio, maintenance protocol and repair process wherein the City's LOS is maintained without service interruption. 3.3 The Vendor will utilize a fleet of all or majority electric vehicles. If the entirety of the fleet is not electric at the outset, the vendor will provide a plan for transition to an all -electric fleet within the contracting period, with the cost of vehicle upgrades included in the program budget, not to be invoiced until the upgraded vehicles are placed in service. 3.4 Each vehicle will carry a minimum of three adult passengers with seatbelts. The vehicles will allow for the carriage of pets as well as winter ski/snowboard gear. At least one vehicle in the fleet will be ADA accessible, preferably electric. 3.5 The Vendor may utilize an agreed upon number of parking and charging spaces at the Rio Grande Parking Garage and/or on street at the discretion of the City. Parking spaces provided by the City may not be used for long term storage of vehicles not in regular operation, nor may parking areas be utilized for storage of equipment or personal vehicles. Parking areas provided by the City must be kept neat and free of debris. Vehicles parked in City parking spaces must be moved upon City direction. 3.6 All vehicles will be equipped with the necessary data and voice connectivity, hardware, and software tools to receive customer trip requests on -demand, and passenger pick-up and/or drop- off locations as assigned by the central trip -dispatching platform. All drivers will be trained in using these tools while operating their vehicles before they provide the proposed service. 3.7 Vehicles will be wrapped and/or decaled in branded design approved by the City. No other exterior advertising will be allowed. Interior advertising (including via tablets) will be limited to that related specifically to City of Aspen public transportation services or other City services as approved by the Transportation Department. 3.8 The interior of the vehicle will allow for the placement of • Permanent signage indicating that drivers are not allowed to accept gratuity, • Indication that the service is provided fare -free by the City, • Information on other transportation options at the direction of the City. Agreement Professional Services Page 12 DocuSign Envelope ID: 4FC002D3-FB12-47DC-B240-60C836E609BE 4. Wheelchair Accessible Vehicle (WAV) / ADA Service 4.1 The Vendor will deploy a WAV-based on -demand service as part of the project, with the same target LOS. 4.2 Equivalent WAV service may be achieved by: a. making the entire fleet wheelchair -accessible; or b. having a share of the fleet be WAVs and ensuring that there is always a sufficient number of WAVs available during service hours to deliver the target LOS. 4.3 Each WAV vehicle used must be licensed to provide the transportation service offered by the Vendor in its proposal by the corresponding licensing authority. 5. Driver Requirements 5.1 Drivers may be employees of the Vendor (or one of the entities that make up the Contractor), individual subcontractors of the Contractor, or affiliated drivers to any of the entities that make up the Contractor. Drivers will not be employed by the City. 5.2 The City does not require the Vendor to have a specific number of affiliated drivers, provided that the Vendor ensures it will maintain enough drivers to provide the agreed upon LOS at any given time during service provision hours, including periods of peak demand. 5.3 The Vendor shall notify the City at any time voluntary or involuntary staff reductions will cause a service disruption and the Vendor shall indicate a mitigation plan. 5.4 All drivers must hold a valid Colorado State driver's license providing legal authority to operate the specific service and vehicle in service. 5.5 The Vendor will provide to the City its Driver Policies'on annual basis. Any changes to the Vendor's policies related to these items must be provided to the City and are subject to City review: • customer service training and policies ■ method of handling customer complaints • progressive discipline employed • drug and alcohol testing • prevention of employment of illegal aliens 5.6 Upon request of the City, Vendor will remove any driver from this service whose conduct is deemed unacceptable. Agreement Professional Services Page 13 DocuSign Envelope ID: 4FC002D3-F812-47DC-B240-60C836E809BE 6. Fare Collection and Gratuity 6.1 Vendor drivers will be trained that they may not solicit or accept gratuities. 6.2 No materials related to the service and/or within the vehicles will refer to acceptance of gratuity in any manner. 6.3 Permanent vehicle signage will be placed in obvious locations, within view of passengers informing that no gratuity is accepted. This information will also be noticeable in printed materials, web materials and within the App. 6.4 Solicitation of gratuity verbally, via printed materials or otherwise will result in progressive discipline and/or separation per the provider's policy. 7. Data Sharing and Reporting 7.1 Vendor will anonymize any customer data to the greatest extent possible before it is passed on to the City. 7.2 The Vendor will provide the City with a monthly report detailing the following at a minimum: data point by day by month Total trips x x Trip request method percentage (app, call center, wave down) x Total number of passcners x x Percentage of shared rides x x Total miles and driver hours x x Passengers per hour x x Program cost per passenger x Geo ra hical summary of origin and destination heat map preferred)x Demand volume by time x x LOS summary (average wait time, average trip time) x x Percentage of WAV rides and average wait time for WAV rides x x Trips rejected due to service area x Trips looked up but not requested (high wait time x Customer service rating summary x Percentage of personal car trips replaced(survey question) x Summary of customer complaints and safety -related incidents x Agreement Professional Services Page 14 DocuSign Envelope ID: 4FC002D3-F812-47DC-B240-60C836E809BE Summary of operational issues including maintenance, dropped runs, I accidents x Summary of technology issues such as planned or unplanned services outages x 7.3 The Vendor will provide the City access to a password -protected real-time information dashboard to include at a minimum: • current driver and vehicle location + rides requested and completed • current wait time / on -time performance • passenger feedback 8. Program Management and Marketing 8.1 The Vendor will offer a program team charged with collaborating with City staff in all matters related to the planning and implementation phases of the program, from attending general phone calls, emails, in -person meetings, etc., to conducting analyses, preparing reports, and invoicing the City for the services provided. 8.2 The Vendor will provide the City with contact information for a management level employee that may be reached via phone or email during service hours. 8.3 The Vendor will invoice the City monthly for the services completed the previous month. Invoices will detail hours serviced and will credit the City of Aspen for any services not operated per the fee schedule. Invoices will be accompanied by the required monthly report. 8.4 The Vendor will have the primary responsibility to market its services prior to and during implementation. No marketing partnerships shall be entered into between the vendor and any other entities without approval of the City of Aspen. 8.5 The Vendor and the City will review any material prepared prior to its use by the other party with the City reserving the right to final approval. 8.6 The City reserves the right to prepare and post information about other mobility services within the Contractor's vehicles. 8.7 Should a rebranding of the service occur within the contracting period, the rebranding costs will be invoiced to the City per the fee schedule. Agreement Professional Services Page 15 DocuSign Envelope ID: 4FC002D3-F812-47DC-B240-60C836E809BE ATTACHMENT A Level of service (LOS), Service Area, Span of Service Effective May 1, 2023 Level of Service 15 minutes average between trip request and passenger pick-up Service Area: May be modified upon City request. Lead time for service area modification is one week. a e q6'r� •i � •r., Rj L .. �•; :+vim,; } .i S: Span of Service Service 10:00am-11:OOpm daily in spring, summer and fall 8:00am-11:00pm daily from Thanksgiving Day to either April 151h or the close of ski season on Aspen Mountain, whichever is first. May be modified at City request per the fee schedule. Lead time for additional service hours is 2-4 weeks. Agreement Professional Services Page 16 DocuSign Envelope ID: 4FC002D3-F812-47DC-B240-60C836E809BE EXHIBIT B PROFESSIONAL SERVICES AGREEMENT Fee Schedule HOURS YEAR I YEAR 2 YEAR 3 YEAR 4 YEAR 5 BASE (up to 4 vehicles in service) 10,100 $600,831.00 $624,864.00 $649,859.00 $675,853.00 $702,887.00 5th vehicle/driver for peak dates 217 $14,000.00 $15,000.00 $16,000.00 $17,000.00 $18,000.00 Rebranding (wraps, similar) * $14 500.00 ' Electric vehicle changeover* $39,000.00 $41,000.00 $42,000.00 44,000.00 Annual base total $600,831.0 $624,864.00 $649,859.00 $675,853.00 $702,887.00 Annual not to exceed total $629,331.00 1 $678,864.00 $706,859.00 $734,853.00 $764,887.00 Annual base total = service hours with four vehicles Annual not to exceed total = service hours with four vehicles and optional items * not invoiced unless completed Unit cost for additional hours with existing vehicles: $60/hour Refund for services not operated: Winter: Summer: Spring/fall: $1000/day $700/day $400/day Agreement Professional Services Page 17