HomeMy WebLinkAboutresolution.council.017-26RESOLUTION 4017
(Series of 2026)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN
AND ZIPCAR AUTHORIZING THE CITY MANAGER TO EXECUTE SAID
CONTRACT ON BEHALF OF THE CITY OF ASPEN, COLORADO.
WI�REAS, there has been submitted to the City Council a contract for a pilot
car share program, between the City of Aspen and Zipcar, a true and accurate copy of
which is attached hereto as Exhibit "A",
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF ASPEN, COT ORADO,
That the City Council of the City of Aspen hereby approves that Contract for car
sharing services between the City of Aspen and Zipcar a copy of which is annexed
hereto and incorporated herein, and does hereby authorize the City Manager to
execute said agreement on behalf of the City of Aspen.
RESOLVED, APPROVED, AND ADOPTED FINALLY by the City
Council of the City of Aspen on the 27th day of January 2026.
Rachael Rich�ds, 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
A Aspen, Colorado, at a meeting held January 27,2026 _ /
Nicole
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CITY OF ASPEN STANDARD FORM OF AGREEMENT
PROFESSIONAL SERVICES
AGREEMENT made the 1 lth day of November, 2025.
BETWEEN the City:
The City of Aspen
427 Rio Grande Place
Aspen, Colorado 81611
Phone: (970) 920-5079
And the Professional:
Zipcar, Inc.
35 Thompson Place
Boston, MA 02110
US
ksmithgzipcar.com
For the Following Project:
jyi
CITY OF ASPEN
City of Aspen Contract No.: 2025-173
Contract Amount:
Total: not to exceed $384,300.00
If this Agreement requires the City to pay
an amount of money in excess of
$100,000.00 it shall not be deemed valid
untiI it has been approved by the City
Council of the City of Aspen.
Cit�Council Approval:
Date: December 16, 2025
Resolution No.: 2025-154
Public Car Sharing Operator for the City of Aspen Car to Go Program
Exhibits appended and made a part of this Agreement:
Exhibit A: Scope of Work and Fee Schedule
The City and Professional agree as set forth below.
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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 Worlc 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
November 10, 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. Pam. Inconsideration 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 A 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 n�lity. 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 Agreement. The Professional or the City may terminate this Agreement,
without specifying the reason therefor, by giving at least sixty days' prior written 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,
otwithstanding the above, Professional shall not be relieved of any liability City Nto the 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
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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
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
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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) 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 self4risured 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 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.
(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
certificate shall identify this contract and shall provide that the coverages afforded under the
policies shall not be canceled, terminated or materially changed until at least thirty (30) days
prior written notice has been given to the City.
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(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.
(fj 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
Property/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.
Any business that enters into a contract for goods or services with the City of Aspen or any of its
boards, agencies, or departments shall:
(a) Implement an employment nondiscrimination policy prohibiting discrimination in
hiring, discharging, promoting or demoting, matters of compensation, or any other
employment -related decision or benefit on account of actual or perceived race,
color, religion, national origin, gender, physical or mental disability, age, military
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status, sexual orientation, gender identity, gender expression, or marital or
familial status.
(b) Not discriminate in the performance of the contract on account of actual or
perceived race, color, religion, national origin, gender, physical or mental
disability, age, military status, sexual orientation, gender identity, gender
expression, or marital or familial status.
(c) Incorporate the foregoing provisions in all subcontracts hereunder.
14. Waiver. The waiver by the City of any term, covenant, or condition hereof shall not operate
as a waiver of any subsequent breach of the same or any other term. No term, covenant, or condition
of this Agreement can be waived except by the written consent of the City, and forbearance or
indulgence by the City in any regard whatsoever shall not constitute a waiver of any term, covenant,
or condition to be performed by Professional to which the same may apply and, until complete
performance by Professional of said term, covenant or condition, the City shall be entitled to invoke
any remedy available to it under this Agreement or by law despite any such forbearance or indulgence.
15. Execution of Agreement by City. This Agreement shall be binding upon all parties hereto
and their respective heirs, executors, administrators, successors, and assigns. Notwithstanding
anything to the contrary contained herein, this Agreement shall not be binding upon the City unless
July executed by the City Manager of the City of Aspen (or a duly authorized official in the City
Manager's absence) and if above $100,000, following a Motion or Resolution of the Council of the
City of Aspen authorizing the City Manager (or other duly authorized official in the City Manager's
absence) to execute the same.
16. Warranties Arai
,nt Fees, Gratuities.
ickbacks and Conflicts c
(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.
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(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.
17. Fund Availability. Financial obligations of the City payable after the current fiscal year
are contingent upon funds for that purpose being appropriated, budgeted and otherwise made
available. If this Agreement contemplates the City utilizing state or federal funds to meet its
obligations herein, this Agreement shall be contingent upon the availability of those funds for
payment pursuant to the terms of this Agreement.
18. General Terms.
(a) It is agreed that neither this Agreement nor any of its terms, provisions, conditions,
representations or covenants can be modified, changed, terminated or amended, waived,
superseded or extended except by appropriate written instrument fully executed by the parties.
(b) If any of the provisions of this Agreement shall be held invalid, illegal or
unenforceable it shall not affect or impair the validity, legality or enforceability of any other
provision.
(c) The parties acknowledge and understand that there are no conditions or limitations to
this understanding except those as contained herein at the time of the execution hereof and
that after execution no alteration, change or modification shall be made except upon a writing
signed by the parties.
(d) This Agreement shall be governed by the laws of the State of Colorado as from time
to time in effect. Venue is agreed to be exclusively in the courts of Pitkin County, Colorado.
19. Electronic Signatures and Electronic Records. This Agreement and any amendments
hereto may be executed in several counterparts, each of which shall be deemed an original, and
all of which together shall constitute one agreement binding on the Parties, notwithstanding the
possible event that all Parties may not have signed the same counterpart. Furthermore, each Party
consents to the use of electronic signatures by either Party. The Scope of Work, and any other
documents requiring a signature hereunder, may be signed electronically in the manner agreed to
by the Parties. The Parties agree not to deny the legal effect or enforceability of the Agreement
solely because it is in electronic form or because an electronic record was used in its formation.
The Parties agree not to object to the admissibility of the Agreement in the form of an electronic
record, or a paper copy of an electronic documents, or a paper copy of a document bearing an
electronic signature, on the grounds that it is an electronic record or electronic signature or that it
is not in its original form or is not an original.
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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.
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 Re ag rdin>; Debarment, Suspension, Ineli ig bility, 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. The Professional in performing the Services hereunder must comply with all applicable
provisions of Colorado laws for persons with disability, including the provisions of §§24-85-101,
et seq., C.R.S., and the Rules Establishing Technology Accessibility Standards, as established by
the Office Of Information Technology pursuant to Section §24-85- 103(2.5) and found at 8 CCR
1501-11. Services rendered hereunder that use information and communication technology, as the
term is defined in Colorado law, including but not limited to websites, applications, software,
videos, and electronic documents must also comply with the latest version of Level AA of the Web
Content Accessibility Guidelines (WCAG), currently version 2.1. To confirm that the information
and communication technology used, created, developed, or procured in connection with the
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Services hereunder meets these standards, Professional may be required to demonstrate
compliance. The Professional shall indemnify the CITY pursuant to the Indemnification section
above in relation to the Professional's failure to comply with §§2445401, et seq., C.R.S., or the
Technology Accessibility Standards for Individuals with a Disability as established by the Office
of Information Technology pursuant to Section §24-85403(2.5).
27. Additional Provisions. In addition to those provisions set forth herein and in the Contract
Documents, the parties hereto agree as follows.
No additional provisions are adopted.
[X] See Exhibit A below.
28. 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.
29. Order of Precedence of Contract Documents. The terms and conditions set forth in the
City of Aspen Standard Form of Agreement establish the rights, obligations, and remedies of the
parties. No additional or different terms or conditions, whether contained in bid packets,
documents, order forms, or any other document or communication pertaining to the agreement will
be binding upon the City of Aspen unless accepted in writing by an authorized representative of
the City. In the case of conflicts or inconsistencies between the City of Aspen Standard Form of
Agreement and any other document attached thereto which cannot be resolved by giving effect to
both provisions, the City of Aspen Standard Form of Agreement shall control.
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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 ASP 1a COLORADOa
[Signature]
B Pete Strecker B
y� y:
Title: City Manager Title:
Date: 2/3/2026 � 8:28:55 AM MST
Approved as to form:
EcuSigned by:
fie, 66,sm,
32737E149ED5457...
City Attorney's Office
PROFESSIONAL:
—DocuSigned by:
SvVIi{{e,
ign
Kate Smith
Head of B26 and Partnerships
Date: 12/15/2025 � 2:54:33 AM PST
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EXHIBIT A: SCOPE OF WORK AND FEE SCHEDULE
Statement OF WORK 7F00'I
This Statement of Work (the "SOW") is effective as of December 17th 2025, 2025 ("SOW Effective
)ate") by and between The City of Aspen ("Company" or "City of Aspen") and Zipcar, Inc.
("Supplier" or "Zipcar"). This SOW is issued pursuant to, governed by and subject to the terms
and conditions of the Professional Services Agreement dated as of December 17th 2025, 2025
between The City of Aspen and Zipcar, Inc. (the "Agreement"). Company may attach all or certain
portions of Supplier's proposal to this SOW for convenience and clarity as to the technical aspects
of the scope of work, deliverables, specifications, and/or schedules or timelines. If there is a
conflict between any term contained in (a) this SOW or the Agreement and (b) a term contained
in Supplier's proposal, the terms contained in this SOW and the Agreement shall supersede and
govern over the conflicting term contained in the proposal. Any terms contained in Supplier's
proposal that purport to alter or amend the terms of this SOW or the Agreement are expressly
rejected by Company. All capitalized terms used in this SOW, but not defined herein, shall have
the same meaning ascribed to such term in the Agreement. In the event of any conflict between
the terms of this SOW and the terms of the Agreement, the terms of this SOW shall control.
1, Supplier Contact Information
Zipcar, Inc.
35 Thomson Place
Boston MA 02110
2 I. Objective
Supplier will launch and operate a turnkey car sharing program within the City of Aspen with a
goal of offering alternatives to personal vehicle and fleet ownership, reduction of greenhouse
gas emissions and support of a lifestyle that encourages use of transit, cycling, walking and
other non-SOV modes.
3 Work Start and Completion Date & Location
1. SOW Effective Date: December 17, 2025
2. Work completion Date: 3 years from DATE of Program Launch: May 1, 2029
3. Location of work to be performed: Aspen Colorado
4 Scope of work and Description of Services
Supplier to provide the following services, including but not limited to:
5. Collaboration
Supplier and City of Aspen will work closely to ensure pilot's best chance of success.
a . Single Point of Contact: City of Aspen will assign an administrator of the account
who will be the point of contact for billing and any operational issues. City of Aspen
administrator(s) are the only ones that can approve City of Aspen employees to be
able to perform reservations. Supplier will assign a point of contact the city's
administrator with whom all operational issues can be reviewed.
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b . Meetings: Supplier and City of Aspen will meet regularly during the pilot period to
review data, challenges, and opportunities. Meetings will be held at least monthly.
6 . Vehicles and Availability
All vehicles are owned and operated by Zipcar. Registration, inspections, and plating of
vehicles is Zipcar's responsibility.
The vehicles will be available for use 24/7 to all residents, employees, visitors and
customers who are Zipcar members. Vehicles will be parked at designated locations in the
City of Aspen. All Zipcar vehicles will be equipped with Zipcar's custom-built technology — a
central processing unit (CPU), an antenna and a Smartcard reader. The vehicle keys will be
securely fastened to the vehicle's steering column or hidden within the car. The ignition is
only enabled after authorized access via the Zipcar or mobile app, eliminating the need to
manage keys separately from the car.
Vehicles selected for the pilot are "Better" class and "EV" class vehicles. Additional
information on Zipcar's vehicle classes is included in Appendix 1 "Fleet Mix". Zipcar may
decrease the number of vehicles at any time for any reason in with collaboration with the
city.
7 . Vehicles Age/Mileage
Zipcar agrees to rotate program vehicles over 60,000 miles or 3 years old based on
Zipcar's then available fleet mix. City of Aspen may request specific vehicle types for the
program; Zipcar will make its best efforts to accommodate but cannot be guaranteed. All
vehicles will be hybrid or electric class and all -wheel drive. Temporary exceptions may
be made in the case of an emergency.
8. Locations
City of Aspen will make spaces available to park Zipcar's vehicles. City of Aspen will be
providing Zipcar with an equal number of parking spaces to vehicle ratio parking within
the city at no cost to Zipcar. There will be signage of Zipcar on those parking slots; The
parking spaces made available to Zipcar vehicles should be communicated to Zipcar to
guarantee that its members and its third -party personnel have 24/7 unrestricted access
to perform any of the services described under vehicle operations (e.g., cleaning,
maintenance). Vehicles may be removed from service or moved by city staff due to road
closures, events, emergencies or similar. City of City of Aspen will communicate these
instances promptly to Zipcar.
Locations for vehicle placement will be mutually agreed upon between Zipcar and the
City of Aspen. Any change in location will be agreed upon by Zipcar and City of Aspen.
A list of currently agreed upon location for the initial launch of this program is outlined in
Appendix 4 "locations".
City of Aspen shall be responsible for clearing the Zipcar vehicles and the Zipcar parking
spots of snow and any debris. Zipcar will provide any cleaning standards that may apply.
9 . Vehicle Brand, Deals and Wraps
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Zipcar vehicles will be branded as Zipcar vehicles using Zipcars door and window deals.
No exterior advertising other than Zipcar's branding is allowed. Any other deals or
branding is subject to the City of Aspen's approval.
10 . Special/Added Vehicle Amenities
Zipcar will select a limited number of vehicles to be equipped with amenities such as ski
racks in the fall/winter months and bike racks in spring/summer months. Zipcar will use
commercially reasonable efforts to equip vehicles in a timeframe that allows members to
enjoy these amenities to their fullest potential.
Zipcar will equip vehicles with snow tires during winter months (November -April) to give
members additional protections during inclement weather.
11 . Vehicle Program fees
Zipcar is excited to bring car sharing to the City of Aspen but recognizes from
experience that it can be difficult to grow a program without an existing Zipcar presence
in the area. Zipcar requires a minimum revenue guarantee for vehicles placed onsite. A
revenue guarantee is the monthly minimum fee that Zipcar shall be paid each month.
This fee is reduced by the revenue earned from members using the vehicles onsite. If
driving revenue meets or exceeds the minimum guarantee amount, no additional fee is
assessed. Otherwise, The City of Aspen owes the difference.
Program fee billing happens on a monthly basis. Revenue Guarantees are calculated at
the end of each month by assessing the vehicle's usage. If driving revenue meets or
exceeds the minimum guaranteed amount, no fee is assessed. Otherwise, City of Aspen
owes the difference. Invoices are sent to the program's administrator, who is assigned
as the Account Holder.
The monthly fees are outlined in Appendix 2 "Pricing".
12 . Fueling Process
Zipcar provides universally accepted gas cards in each vehicle above the driver's side
visor so members can fill up at any gas station that accepts credit cards. The cost is
charged directly to Zipcar, as fuel is included in each reservation. There is a fuel card for
each vehicle. It is specific to that vehicle and will only work when there is a reservation
on that vehicle. There is a limitation based on the car and miles driven. For Example: On
the backend there is information that only 20 gallons of gas will fit in the vehicle so it will
not allow users to put more than that in during a single fill up.
13 . Accidents and Breakdowns
Members involved in a breakdown or accident involving Zipcar vehicles must report the
accident to Zipcar immediately by phone to 1-866-4ZIPCAR. Accident process and
investigation procedures are defined in the membership agreement and should be
referred to for details.
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244hour Roadside Assistance is available to members by calling 866-4ZIPCAR. A flat
fee may be charged for roadside assistance due to member error such as running out of
gas. All the details related with the roadside assistance program are defined in the
membership agreement.
a . Vehicle Replacements/Swaps
Zipcar will use commercially reasonable efforts to temporarily replace/swap Zipcars
using available fleet within 72 hours of being notified. Things such as weather or
wildfires may delay Zipcar from replacing damaged vehicles.
14 . Vehicle ®perations
Zipcar is fully responsible for procurement of vehicles, vehicle insurance, registration
and inspections. The following terms shall apply to Zipcar vehicles associated with City
of Aspen's Zipcar program:
a . Maintenance Process
Zipcar is responsible for all maintenance and costs associated with vehicles
associated with the City of Aspen program. Zipcar will schedule maintenance
appointments with either a national vendor (Pep Boys, Firestone or similar), local
repair facility, or local Avis supply chain location within a 60-mile radius. These
appointments will be communicated to City of Aspen's single point of contact to
coordinate shuttling by City of Aspen employees to and from the repair facility
and will only be schedule during regular business hours (M-F Sam — 5pm) with as
much advance notice as possible to coordinate shuttling.
b . Transportation for Maintenance
City of Aspen is responsible to shuttle Zipcar vehicles for maintenance.
Reservations for that purpose would not be charged to City of Aspen. Zipcar will
provide City of Aspen with a Zipcard for specific employees at City of Aspen
locations, allowing them to move Zipcars at no cost for emergency or
maintenance purposes. This will include shuttling Zipcar vehicles to local
maintenance facilities and to local Avis Supply chain for work that occurs within a
60-mile radius. The City of Aspen shall be responsible for any losses or damage
resulting from or arising during its shuttling of Zipcar vehicles. The City of Aspen
shall open a business account for purposes of transporting Zipcar Vehicles
pursuant to this Section. Employees of the City of Aspen shall be added as
approved users of the City of Aspen Business Account. Zipcar shall not charge
the City of Aspen any membership fee.
c . Cleaning Process
Zipcar will manage all aspects of cleaning for the vehicles associated with City of
Aspen's program. This includes both the interior and exterior of all Zipcars. City
of Aspen staff will assist with standard cleaning upon request.
d . Damage Repair Process
Zipcar will be responsible for the transportation of vehicles involved in incidents
that prevent the vehicle from being driven safely while in reservation. These
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vehicles will be towed to the closest Zipcar repair facility. For all other damage -
related repairs, City of Aspen is responsible for the transportation/shuttling of that
Zipcar vehicle to and from the nearest repair facility within a 60-mile radius. If a
Zipcar vehicle's damage requires the vehicle to be towed to a repair facility, City
of Aspen shall communicate promptly to Zipcar so that Zipcar can coordinate a
tow to the closest Zipcar approved repair facility. Zipcar is responsible for all
costs associated with towing to the repair facility. Zipcar will assess at its sole
discretion the need for a damage repair to be performed in the vehicle and
determine next steps. For the standard procedures used by Zipcar to make that
evaluation, please see Appendix 4 "Repair Thresholds" for details on repairs.
When repairs are complete, Zipcar will communicate to City of Aspen's single
point of contact that vehicle is ready to be shuttled back to its location by The
City of Aspen.
15. Membership
Each authorized driver shall be eligible to use Zipcar vehicles subject to Zipcar's then
current policies and procedures, including without limitations the terms and conditions of
Zipcar's member agreement located at www.zipcar.com
To become a Zipcar member, applicants must:
16 . Be 21 years or older to be eligible for membership, with some exceptions:
a . Applicants may be 18 years or older if applying with a college or university partnered
with Zipcar
b . Applicants may be 18 years or older for residents of New York, Michigan, or
Maryland
17 . Have a valid driver's license
18 . International drivers —Zipcar accepts international driver's licenses and may request
additional legal identity documents before approving membership
To become a Zipcar member, a resident or employee of the City of Aspen shall complete
Zipcar's membership application at www.zipcar.com/cityofaspen and, if approved for
membership by Zipcar, shall enter into Zipcar's member agreement. Zipcar may revise
the membership application and member agreement from time to time at its sole
discretion.
19 . Reservation Process
Reservations can be made on the mobile app or online for as little as an hour or as long
as 14 days. Reservation via mobile app offers the ability to:
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• Book and modify trips
• Access trip details, such as car location and features
• Unlock and lock Zipcars
• Report any issues with the car
• Extend trips
• End and rate their trip
Reservation online offers an easy view of cars located on or offsite and allows members
to book and modify trips, view all past trips, and access and edit their account
information.
Trips can be made for as short as one hour or as long as 14 days using the Zipcar
mobile app or our website. Once a reservation has been made, the driver can access all
their trip details in the mobile app, including directions on finding their Zipcar and other
vehicle -specific details. Members also receive a reservation confirmation email with this
information once a trip is booked. If a member needs to modify, manage, or cancel a
reservation altogether they can do so on the app or on our member website.
Zipcar drivers are encouraged to perForm a quick walk -around and report any and all
damage or issues prior to driving the car. Those concerns can be raised via the mobile
app at the start of reservation or by calling member services.
Should a member be unable to start their reservation due to, but not limited to, the
vehicle not being parked in its location or the vehicle is unable to start due to mechanical
or technical issue, members can call member services at 866-4ZIPCAR to request to
have their reservation moved to another nearby Zipcar (if available) at no additional cost.
Accepted forms of payment in the US are either a credit or debit card. Please note that
we do not accept prepaid cards. Usage fees are charged to the card on file as soon as
the member makes a reservation. Cancelled reservations will be fully refunded, provided
cancellation occurs three hours prior to a reservation lasting less than eight hours, or 24
hours prior to a reservation lasting eight or more hours.
2 0 . Marketing
Zipcar will be primarily responsible for marketing the program including but not limited
to website, app, media buys, printed collateral and similar. Marketing materials including
website, app, vehicle decals, print collateral and local media busy will include reference to
partnership with City of Aspen. Other aspects of marketing will include:
21 . Marketing partnerships requires City of Aspen approval.
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2 2 . Zipcar and The City of Aspen will collaborate on methods to educate and encourage use
of other modalities including transit, walking, cycling and similar.
2 3 . Zipcar and the City of Aspen will collaborate on language and branding related to City of
Aspen marketing materials.
2 4 . Zipcar may utilize City of Aspen channels for program marketing through communication
with Transportation staff.
a . Transitioning existing members to Zipcar
Zipcar will offer all City of Aspen Car to Go members an Introductory $0
membership and $0 application fee to help transition existing members. Zipcar
can provide an in person training session during our launch as well as set up
virtual webinars for individuals looking to join and learn more about how the
Zipcar program works.
At least six weeks prior to launch, Zipcar and City of Aspen will collaborate on
promotional messaging and communication to City of Aspen's existing
membership. This will include, at a minimum:
• Live, online educational event for existing members
• Recorded version / link to live event
• Collaboration on one mailer to be sent to all existing members. On -site
"ribbon cutting" and educational event
2 5 . Data Collection and Reporting
Zipcar will provide a variety of insights and data on the performance and effectiveness of the
pI ogram. Data and metrics will include insights on locations, fleet and membership.
Reporting on the program performance will be shared with City of Aspen monthly, quarterly,
and annually on an anonymous, aggregated basis. Reports will include a number of
standard metrics such as:
Monthly
• Vehicle and locations: utilization, hours and miles, number of reservations, and
number of reserving members
• Total membership segmented by individual membership and business accounts
created
Quarterly
• Trip patterns related to time of day, length of trip, and VMT
• Sustainability impact: Reduction of CO2
• Member NIPS
• Summary of marketing efforts
• Bookings by zip code and other information pertaining to visitor vs. local usage
Annually
Zipcar can work with the City of Aspen to conduct custom surveys of its members to collect
additional insights on the program. Questions and survey structure will be mutually agreed
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upon between Zipcar and City of Aspen. Some example data points Zipcar can help the City
of Aspen gain more insight into include, but is not limited to:
• A City of Aspen -specific impact report for each year of the pilot program
• Other forms of transit use: bike, walking, public transportation, etc.
• Trip type/use/need
• EV specific questions to EV users
Zipcar will be responsible for all aspects of customer service associated with a car
sharing program. Members in reservations have support 24/7/365 by calling our member
services team. Zipcar's self-service car -sharing system allows individuals to use vehicles
any time, day or night. Zipcar supports this system with a member care program that is
designed to ensure services work smoothly and that using Zipcar is convenient and
reliable.
a . Member Education
Key elements of Zipcar ongoing education, training, and support programs for
members include:
2 7 . Help Center —Available at www.support.zipcar.com, including information on joining,
reserving, driving, gas, insurance, and many more FAQs.
2 8 . Member Onboarding — Whenever a new member joins, the member's initial experience
will be thoughtfully curated so that they receive timely communication on all the how's,
when's and why's of a successful drive.
2 9 . Mobile App — Zipcar app allows City of Aspen members associated with this program to
make reservations, find the vehicle information, unlock reserved vehicles, report car
conditions, extend their trip, and end their trip.
a . Support in an Accident
In the event of an accident or mechanical trouble, drivers can call Zipcar's 24/7
emergency operator at 1-866-4Z1 PCAR (1-866-494-7227). Zipcar's member
services team will assist the driver with roadside assistance and next steps in the
claims process to ensure that follow-up goes smoothly and the incident will be
communicated to The City of Aspen's Single Point of Contact of the location
where that vehicle is allocated.
b . First Time &General Driver Assistance
Before the first trip, Zipcar encourage drivers to read through the online help
center le" pport.zipcar.com), particularly the First Trip Checklist
( ittps://support.zipcar.com/hc/enus/art icles/360025161813-What-To-Know-
Befo re-Your-F i rst-Tri p) .
c . Quality Assurance
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To maintain Zipcar's high standards of customer service, Zipcar established a
quality assurance program that provides systematic definition and measurement
of problem issues. Zipcar has invested heavily in systems and reporting tools
that allow it to record interactions involving members, vehicles, parking locations,
and every aspect of the Zipcar system. These interactions are categorized and
cataloged to provide a clear and deep view of the business. Zipcar conducts
surveys regularly in three categories:
d . NPS Surveys
i . Transactional (This is sent after any interaction or transaction with us and is
limited to one survey every three months).
i i . First Drive (Sent only once after a member's first trip)
e . Customer Surveys (as needed)
f . North American Transportation Survey (annually)
Zipcar may revise the membership surveys from time to time at its sole discretion.
Appendix 1 "Fleet Mix"
Appendix 2 "Pricing"
Zipcar's reservation rates are inclusive of gas, secondary insurance, maintenance, and
roadside assistance. Zipcar offers a variety of makes and models. Pricing is determined
based on the vehicle class. City of Aspen customers making reservations will be able to
review the total estimated reservation cost before confirmation. City of Aspen may reduce
rates for customers using Zipcar's gift card program.
Starting hourly and daily rates for vehicles associated with City of Aspen's Zipcar program will
be as follows. These rates are subject to change at any time.
As stated above in the SOW, each vehicle associated with City of Aspen's Zipcar program will
have a per vehicle, per month program fee in the form of a revenue guarantee. The cost for
each vehicle is outlined below.
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Better Class and rV Class
Vehicles
Year 1: $1,400 per carper
month
Year 2: $1,575 per car/per
month
Year 3: $1,600 per car/per
month
®they fees: Zipcar also charges certain fees to the member (which are subject to change at
any time) as set forth at https://support,zipcar.com/hc/en-us/articles/220675907-What-are.
the-various-fees®charges-I-might-incur.
Appendix 3: "Locations"
Spring Street and Hopkins Avenue
1
7
Rio Grande Parking Garage
1
Lone Pine Rd. and Hunter Creek
1
Aspen Valley Hospital
i
East Hyman Ave and Monarch Street
1
2nd Street and Bleeker Street
I
Main Street and Garmisch (Paepcke
Park
1
Total
7
Appendix 4 "Repair Thresholds"
Ground Large Medium Damage Small
Immediately Damage Damage
Damage falling into Damage Damage falling into this Damage
this category must falling into category needs to be fixed falling into
be grounded this category but can be deferred up to 10 this
(blocked in Ultron needs to be days for repair. Note: 2 or category is
while assigned to sent in for more points of Medium too minor
the Home Location repair the Damage on a vehicle results for repair.
or moved in Ultron next in a Large Damage threshold Damage
to a service business day classification. tickets can
location) upon after being be noted
notice of complaint reviewed and and closed
and inspected. If the cannot be without
damage was deferred to action,
correctly reported the future. noting that
the damage must the vehicle
be fixed is not
being
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immediately, repairs
cannot be deferred.
EXCEPTION: When
damage is related
to a member
reported accident
and/or is likely to be
attributed to a
member — The
damage will be
classified as
Ground
Immediately. This is
to ensure the
damage is
documented and
repair
estimates/invoices
are generated
appropriately to bill
the attributed party.
• Non -working
seatbelts
• Non -working
lights
• Cracked or
broken glass
• Broken or
missing mirrors
• Deployed or
stolen airbags
• Hood, trunk, or
door latch
inoperable;
Window(s)
inoperable
• Seized engine
• Diesel fuel
• Brakes
• Tires
• Axel damage
• Missing license
plates
• Missing
inspection or
registration
stickers
• Missing or in use
spare tire
• Paint
impact
affecting
three or
more
panels
• Dents over
12 inches
in
diameter
• Cracked
light
casing
with
working
lights
• Damage
that
affects the
drivability
(hanging
undercarri
age liner,
damaged
roof liner,
etc.)
• Any
interior
damage
that
repaired.
Note: 3 or
more
points of
Small
Damage
on a
vehicle
resuIts in a
Medium
Damage
threshold
classificati
on.
• Paint • Paint
impact impact
affecting affectin
two g one
panels or two
and panels
over 6 no
inches more
long than 6
• Bumper inches
clips long
broken • Bumper
• Dents 4 chips
to 12 and
inches scratch
in es
diamete • Small
r dents
Key no
scratche more
s over 2 than 4
panels inches
long long in
• Torn or diamete
burnt r
seats • Key
• Large scratch
stains (if es no
new/sus longer
pected than
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• Water qualifies to be two
damage/flooding (e.g. remova pane
inside of the telematics, ble)
vehicle hanging • 3 or
• Anything that wires) more
would render the • 2 or more points of
vehicle unsafe or points of Small
illegal to drive Medium Damage
• Any potential Damage
Public
Relations/Brand
Image issue (e.g.
political stickers,
hate
speech/imagery,
profanity, vehicle
involvement in
illegal activity)
• Any
attributable/susp
ected to be
attributable
damage
IN WITNESS WI�IEREOF, the parties hereto have executed this SOW as of the SOW Effective
Date set forth above.
City of Aspen
Signed by:
3y: L7751P:nr;nnqAQ43Q.
Name:
Pete Strecker
Title:
City Manager
ZIPCAR, INC.
DocuSigned by:
�y • 2C27A535B90C4B5...
Name: Kate Smith
Title:
Head of 62B and Partnerships
12/15/2025 12:5433 AM PST
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