HomeMy WebLinkAboutresolution.council.070-26RESOLUTION 4070
(Series of 2026)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN
AND SINE, LLC AND AUTHORIZING THE CITY MANAGER TO EXECUTE
SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN, COLORADO.
WHEREAS, there has been submitted to the City Council a contract for
digital advertising services at the Wheeler Opera House, between the City of
Aspen and SINE, LLC, a true and accurate copy of which is attached hereto as
Exhibit "A", -
HE CITY OF ASPEN, COLORADO,
That the City Council of the City of Aspen hereby approves that Contract for
digital advertising services at the Wheeler Opera House, between the City of
Aspen and SINE, LLC 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 9th day of June 2026.
n
1 Richards, Nrtayor
I, Nicole Henning, duly appointed and acting City Clerk do certify that the
foregoing is a true and accurate copy of that resolution adopted by the City Council
of the City of Aspen, Colorado, at a meeting held, June 9', 2026.
Nicole Henning, City Clerk
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CITY OF ASPEN STANDARD ]
PROFESSIONAL SERVICES
AGREEMENT made the 29th day of April, 2026.
BETWEEN the City:
The City of Aspen
c/o Pete Strecker
427 Rio Grande Place
Aspen, Colorado 81611
Phone: (970) 920-5079
And the Professional:
Sine
130 West 42nd Street, 22nd Floor
New York, NY 10036
US
646-3734851
darby.lunceford@sinedigital.cm
For the Following Project:
Wheeler Opera House - Digital Ad Services
ti�F ;Ao
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CITY OF ASPEN
City of Aspen Contract No.: 2026-053
Contract Amount:
Total: $134,000 shall not exceed
$194,000
If this Agreement requires the City to pay
an amount of money in excess of
$ I M000.00 it shall not be deemed valid
until it has been approved by the City
Council of the City of Aspen.
City Council Approval:
Date: May 2026
Resolution No.:
Exhibits appended and made a part of this Agreement:
Exhibit A:
Exhibit B:
Scope of Work.
Fee Schedule.
The City and Professional agree as set forth below.
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1. Scope of Work. Professional shall perform m 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
MavMav 31, 2027. 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. Non-Assi r�iability. 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 maybe 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
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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 self -insured status may be substituted for the
Worker's Compensation requirements of this paragraph.
(ii) Comme�°cial 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 occur7ence and TWO MILLION DOLLARS
$2, 000, 000. 00) aggregate with respect to each Professional's owned, hired and non -
owned vehicles assigned to or used in performance of the Scope of Work. The policy
shall contain a severability of interests provision. If the Professional has no owned
automobiles, the requirements of this Section shall be met by each employee of the
Professional providing services to the City under this contract.
(iv) Professional Liability insurance with the minimum limits of ONE MILLION
DOLLARS ($1,000,000) each claim and TWO MILLION DOLLARS ($2,000,000)
aggregate.
(c) The policy or policies required above shall be endorsed to include the City and the City's
officers and employees as additional insureds. Every policy required above shall be primary
insurance, and any insurance carried by the City, its officers or employees, or carried by or
provided through any insurance pool of the City, shall be excess and not contributory
insurance to that provided by Professional. No additional insured endorsement to the policy
required above shall contain any exclusion for bodily injury or property damage arising from
completed operations. The Professional shall be solely responsible for any deductible losses
under any policy required above.
(d) The certificate of insurance provided to the City shall be completed by the Professional's
insurance agent as evidence that policies providing the required coverages, conditions, and
minimum limits are in full force and effect, and shall be reviewed and approved by the City
prior to commencement of the contract. No other form of certificate shall be used. The
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certificate shall identify this contract and shall provide that the coverages afforded under the
policies shall not be canceled, terminated or materially changed until at least thirty (30) days
prior written notice has been given to the City.
(e) Failure on the part of the Professional to procure or maintain policies providing the
required coverages, conditions, and minimum limits shall constitute a material breach of
contract upon which City may immediately terminate this contract, or at its discretion City
may procure or renew any such policy or any extended reporting period thereto and may pay
any and all premiums in connection therewith, and all monies so paid by City shall be repaid
by Professional to City upon demand, or City may offset the cost of the premiums against
monies due to Professional from City.
(f) City reserves the right to request and receive a 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,
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color, religion, national origin, gender, physical or mental disability, age, military
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
duly 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_Against Contin;;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.
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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:
l . 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. 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.
23. Waiver of Presum Lion. 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, Sust�ension, Ineli ig bility, and Vol�.tntary 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 §§24-85-101, 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 §24-85-103(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 and B 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 AS SIIaAehOLORADOa
By:
Tyler Christoff
S}dtr
Title:
Deputy City Manager
Date: 6/10/2026 � 11:35:00 AM PDT
Approved as to form:
Docyyu//Signed by: n
�C��ff1�GL%L►LG Yp�f1r
32737E149ED5457...
City Attorneys Office
By:
P F Pee�SbYONAL:
gig
UNIUM
Scott Lupi
Title: Managing Director (US)
Date: 5/5/2026 � 7:03:58 PM PDT
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$134,000 shall not exceed $194,000 by 5/31/2027.
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Certificate Of Completion
Envelope Id: AE7B9E55-ACD8-8298-8154-FF900E966924
Subject: Complete with Docusign: Exhibit A_-_Digital_Ad_Services_=SINE_LLC_2026-053.pdf
Source Envelope:
Document Pages: 11 Signatures: 2
Certificate Pages: 5 Initials: 0
AutoNav: Enabled
Envelopeld Stamping: Enabled
Time Zone: (UTC-07:00) Mountain Time (US & Canada)
Record Tracking
Status: Original
6/10/2026 12:32:00 PM
Security Appliance Status: Connected
Signer Events
Katharine Johnson
kate.johnson@aspen.gov
City Attorney
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 12/6/2021 3:40:29 PM
I D: 356e51 a4-82fd4dce-a85a-53a27dca34ba
Tyler Christoff
Tyler.Christoff@aspen.gov
Deputy City Manager
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 6/10/2026 12:34:29 PM
ID: 466e1 f81-Of05-4450-b8b2-b81 acf1 b1 f93
In Person Signer Events
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Envelope Sent
Holder: Nicole Henning
nicole.henning@aspen.gov
Pool: StateLocal
Signature
DocuSlgned by:
1ft*%40n
32737E149ED5457.1.
Signature Adoption: Pre -selected Style
Using IP Address: 64.39.229.1
Signed by:
E 4424C17BA8433.11
Signature Adoption: Pre -selected Style
Using IP Address: 64.39.229.1
Signature
atus
St
Status
Status
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Signature
Signature
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Hashed/Encrypted
Status: Completed
Envelope Originator:
Nicole Henning
427 Rio Grande Place
Aspen, CO 81611
nicole.henning@aspen.gov
IP Address: 64,39,229.1
Location: Docusign
Timestamp
Sent: 6/10/2026 12:33:14 PM
Viewed: 6/10/2026 12:36:55 PM
Signed: 6/10/2026 12:37:33 PM
Sent: 6/10/2026 12:33:14 PM
Viewed: 6/10/2026 12:34:29 PM
Signed: 6/10/2026 12:35:00 PM
Timestamp
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Timestamps
6/10/2026 12:33:14 PM
docusign.
Envelope Summary Events Status Timestamps
Certified Delivered
Signing Complete
Completed
Security Checked
Security Checked
Security Checked
6/10/2026
12:34:29
PM
6/10/2026
12:35:00
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6/10/2026
12:37:33
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Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: 5/27/2020 1:57:50 PM
Parties agreed to: Katharine Johnson, Tyler Christoff
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FAO:
Wheeler Opera House
City of Aspen
320 E Hyman Ave
Aspen, CO 81611
DATE: April 27, 2026
STATEMENT OF WORK SOW #: SD-WHOH-01
This Statement of Work (“SOW”) forms a part of the SINE Digital Master Services Agreement (“MSA")
entered into by SINE Digital LLC (“SINE Digital”) and City of Aspen (“Client”) on June 1, 2026, in which this
SOW is incorporated by reference.
PART 1: WORKS
Project Description: Wheeler Opera House - Performance Marketing
SOW Start Date: This SOW is entered into as of June 1, 2026.
SOW Term: The SOW Term shall mean the period commencing on the SOW Start Date
and continuing for the duration of the production’s on-sale period, unless
updated, superseded or terminated in accordance with conditions laid out in
the Master Service Agreement.
Services and
Deliverables to be
provided by SINE
Digital under this SOW
(subject to Service
Level Agreement in
Annex 1):
Set Up Service
● Review of and consultation and guidance on current pixel tracking
setup and requirements
● Tag management solution configured across full website journey
● Ad platform-specific pixel tracking implementation for performance
measurement across the following platforms:
○ Meta, Google Search, Performance Max, Programmatic
Display, YouTube, Connected TV, Amazon, Publisher Buys
● GA4 account setup review and configurations as required / GA4
account setup scoping and configuration
● Cross-channel campaign strategy and media plan creation
● Ad builds across digital platforms listed above, and also defined in
strategy and media plan
● Audience and keyword research, ad account setups and campaign
builds across the platforms listed above.
● Ad testing, QA and sign-off
Minor tracking fixes to existing setups up to 2 hours per month for the duration of
the service agreement.
SINE Digital LLC sinedigital.com
Docusign Envelope ID: A889CA7D-A236-870D-828E-196599388E7D
Performance Marketing
● Continued review and updates of performance marketing strategy
and plan
● Operation and management of media spend across platforms listed
above, and also defined in strategy and media plan
● General guidance on creative asset specifications and best
practices for relevant digital advertising platforms listed above
SEO
● SEO audit of the website including technical SEO, content audit and
review, offline presence, local and international SEO
● Opportunities identification for social SEO and AI
● Recommendations to improve search landscape and visibility for
core search terms
● Hold online meetings (via Google Meet or equivalent) to review
audit, discuss results and recommendations
Data & Insights
Audience Profiler
A detailed research service that combines multiple data sources with
channel performance insights to develop a deeper understanding of your
target audiences. The study focuses on up to 3 audience profiles, in one
market, exploring their demographics, socioeconomics, media consumption
habits, purchase barriers, and influencing factors.
Reporting
● Live reporting dashboard
● Weekly performance updates
Client Responsibilities: In order for SINE Digital to undertake the work as detailed above, Client will
be required to:
● Provide access to relevant digital accounts including but not limited
to: Google Analytics, Google Tag Manager, Google Ads, Google
Search Console, website CMS and social media accounts
● Coordinate communications with any other relevant third parties to
ensure optimal campaign and tracking setups and aid ongoing
performance
● Be available to respond to any reasonable requests that are relevant
to digital marketing activities according to this SOW
● Provide suitable creative content for the campaign strategy and
optimised assets in line with the relevant guidance and best practice
● Customer data (PII) provided for marketing purposes is to be directly
uploaded into the relevant marketing platform by the client or sent
via a password-protected encrypted server or encrypted file-sharing
service (such as WeTransfer or Dropbox). For Data protection, PII
must not be sent directly via email or on messaging services.
SINE Digital LLC sinedigital.com
Docusign Envelope ID: A889CA7D-A236-870D-828E-196599388E7D
Additionally, client agrees:
● SINE Digital is the exclusive provider of all paid media services for
Wheeler Opera House across the following digital advertising
platforms: Social Ads, Pay-Per-Click (PPC) and Programmatic
Platforms (i.e. Google, Bing, Facebook, Instagram, YouTube, DV360
etc.); Programmatic Digital Out Of Home (Served through DSPs such
as DV360, ); Programmatic Broadcast (CTV, OTT etc. served through
platforms such as MNTN).
● To consult SINE Digital prior to agreeing to paid media spending
with ticketing partners, agents and venues due to potential conflict
of interest and digital performance impact.
● To sign off all media budget changes, as reflected in SINE media
plans, prior to implementation.
Out-of-Scope Services
(to be agreed in a
separate SOW:
Include but are not limited to:
● Technical, tracking and account-related setup work outside of the
scope listed in ‘Set Up Service’ above.
● Creative artwork production & consultancy
● Creative asset production & consultancy (beyond general specs
and best practice guidance listed above)
● Influencer strategies
● Bespoke insights projects
● Organic social strategy and/or delivery
● Technical tracking setups or adjustments related to new platform
and landscape requirements - e.g. Google Consent Mode and
server-side tracking
● Media Mix Modelling
PART 2: COSTS, FEES AND PAYMENT
(all amounts exclusive of VAT)
Definitions: “Total Budget” shall mean the total planned spend, inclusive of Net Media
Costs and SINE Digital Fees.
“Net Media Costs” shall mean the value of media bookings noted on the
approved media plan, inclusive of third party ad serving costs and
jurisdiction-specific surcharges.
“SINE Digital Fees” shall mean the fees chargeable by SINE Digital to the
Client for the provision of services described in Part 1 of this SOW.
Total Budget: See Fees Section
SINE Digital LLC sinedigital.com
Docusign Envelope ID: A889CA7D-A236-870D-828E-196599388E7D
Approved Media Plan: TBD
Net Media Costs: To be detailed in the approved Media Plan.
SINE Digital Fees:
ONE TIME FEES:
Set Up Fee $5,000 Onboarding services
Audience Profiler $10,000 Patron analysis
SEO Audit $6,000 Review of organic discoverability
Total Search $18,000* Ongoing search updates
TOTAL: $39,000
*Can be billed monthly.
OPERATING FEES:
Annual Spend Low Middle
NET Media $75,000 $125,000
Admin Fee $20,000 $30,000
TOTAL: $95,000* $155,000*
*Can be billed monthly.
Invoicing and Payment
Terms:
Client to be invoiced Net Media Costs in advance and SINE Digital Fees
monthly in arrears with Net 30 terms.
Credit Limit: $ 30,000
Includes value of media bookings for which an invoice has not yet been generated.
If credit limit is breached, client may be required to settle outstanding invoices or
make a media prepayment before further media bookings are made.
The parties hereby agree to this Statement of Work.
Signed by for and on behalf of SINE Digital LLC
SINE Digital LLC sinedigital.com
Docusign Envelope ID: A889CA7D-A236-870D-828E-196599388E7D
Date: Role:
Signed by , for and on behalf of City of Aspen to confirm acceptance:
Date: Role:
SINE Digital LLC sinedigital.com
Docusign Envelope ID: A889CA7D-A236-870D-828E-196599388E7D
ANNEX 1 - SERVICE LEVEL AGREEMENT (PAID MEDIA CAMPAIGN MANAGEMENT)
This Service Level Agreement (“SLA”) sets out the agreed-upon terms between SINE Digital LLC (“SINE
Digital”) and Wheeler Opera House (“Client”) in relation to paid media campaign management that ensure
the services provided meet certain thresholds, focus on priorities and requirements and establish
measurable standards. This agreement also applies to any third party whom the client engages to provide
services, content or assets on which SINE Digital’s paid media campaigns rely.
WORKING HOURS):
Monday-Friday: 9.30am - 6pm
(“Normal Working Hours”)
CAMPAIGN PLANNING, SETUP & ASSET DELIVERY
All notice periods are from receipt of full suite of necessary creative assets that meet required standards
and specifications, written copy (if being supplied by the client) and any other relevant materials and
briefing information
Notice Required Deliverable
1 working day - Pause any existing ads
- Enable any existing ads
- Edit copy on individual ads or site links
- Pause any campaign
- Restart any paused campaign
3 working days - Upload and enable new, approved creative or ad copy to existing
campaigns
- Creation of new ad sets / ad groups / line items within an existing
campaign
3 working days
after website and
ticket flow is live
(event and ticket
sales based
campaigns)
- Application for Google Ticket Seller Certification for events and ticket
sales-based campaigns (required to run Google advertising activity)
- This certification and campaign approvals can only be granted by Google
once the website is live and tickets are available for sale to the public via
the online box office.
- From this moment on we require 3 days’ notice for campaigns to be
approved and go live.
5 working days - Dashboard and reporting setup, including basic Google Analytics setup.
- New campaign build from scratch with new assets, within an existing
account.
2 weeks - New campaigns and account setups that require research, scoping,
tracking and technical setup, internal reviews and forecasting/media
planning.
SINE Digital LLC sinedigital.com
Docusign Envelope ID: A889CA7D-A236-870D-828E-196599388E7D
- This can be dependent on size of the request, as well as turnaround times
from third parties on whom SINE Digital is reliant to complete the work
(e.g. third-party website development / technical team for tracking setups).
- Possible delays due to ad platform approval and certification processes as
set out above also apply here.
- Complex technical tracking and reporting setups, including large
e-commerce Google Analytics accounts.
- As above, this is dependent on any third parties adhering to required
turnaround times.
These time periods may be exceeded due to ad platform approval, certifications processes and payment
profile setup lead times that are outside of SINE Digital’s control. SINE Digital will provide notice if platform
approval is taking longer than expected, or if there are disapprovals which need escalating.
At peak times of year (e.g. Christmas), or if SINE Digital deems a campaign as complex at briefing stage,
these deadlines may be extended but SINE Digital will provide notice to Client to ensure extended
deadlines can be considered as part of the creative planning/production process.
REGULAR REPORTING
In accordance with agreed reporting and meetings cadence as confirmed in Statement of Work
Fortnightly
Updates
Access to performance dashboard. Fortnightly commentary to be provided by
agreed time.
Regular Scheduled
Meeting/Call
Up to 1-time call/meeting to be scheduled in advance to run through the
fortnightly report with a focus on next steps and updates from the client - in
accordance with agreed meeting cadence set out in Statement of Work.
Quarterly Report Quarterly report, plus commentary on work carried out, impact and next steps.
AD-HOC REPORTING REQUESTS
Notice Required Deliverable
3 days Bullet point email analysis
2 Weeks Comprehensive PCA, content to be agreed in advance of request
3 Weeks + More complex report, e.g. YTD summary etc, content to be agreed in advance of
request
SINE Digital LLC sinedigital.com
Docusign Envelope ID: A889CA7D-A236-870D-828E-196599388E7D
REGULAR COMMS.
Within Normal Working Hours
High Priority
Request (business
critical)
- Request to be resolved as soon as possible with an aim of 1 working day
from original request receipt.
- This should be communicated via high-priority email. SINE Digital will
prioritise this over all other tasks for Client, provide a solution straight
away and begin work on the task immediately. E.g. website/service is
down and activity needs pausing.
- All high-priority requests should be shared with SINE Digital account
director and account manager to ensure requests are received and
actioned as a priority.
Moderate Priority
Request
- This should be communicated over email with an email acknowledgment
expected within 1 working day.
- SINE Digital would look to resolve the request within 3 working days.
- SINE Digital will prioritise this over other non-critical tasks for Client and
advise of a solution that will be worked on over the coming days,
dependent on how long it will take to rectify. E.g. last-minute promo
change, tracking is broken etc.
Low Priority
Request
- This should be communicated over email with a response from SINE
Digital received within 2 working days (although the team will endeavour
to respond as soon as possible within this time frame).
- SINE Digital would then look to resolve the request within a working
week.
- SINE Digital will prioritise this over other BAU tasks for Client and advise
of a solution that will be worked on over the coming week, dependent on
how long it will take to rectify. E.g. reports look slightly inaccurate, or
performance has changed and insight is required etc.
BAU Tasks - Any other tasks will be recorded in a project tracker, and deadlines
discussed on weekly calls/emails.
- The client should expect an acknowledgment to any email comms within
2 working days, although the team will endeavour to respond as soon as
possible within this time frame.
Request priority to be added to email subject lines
RESPONSE TO BRIEFS
Notice Required Deliverable
3 working days Simple bullet point email response to brief detailing recommended changes to an
existing costed-out plan, phone call to discuss
SINE Digital LLC sinedigital.com
Docusign Envelope ID: A889CA7D-A236-870D-828E-196599388E7D
5 working days Short presentation deck response to brief with rationale, estimated budget
recommendations and tactics, phone call to discuss
10 working days Detailed presentation deck response to brief, as above plus additional detail &
forecasting, phone call to discuss
*Christmas, Black Friday & Peak planning will need to be finalised and signed off alongside Response to
Briefs.
FORECASTS & BUDGETS
Notice Required Deliverable
3 working days Forecasts & Budget Recommendations for 1 campaign in agreed template
7 working days Forecasts & Budget Recommendations for 3 campaigns in agreed template
14 working days Forecasts & Budget Recommendations for 4+ campaigns in agreed template
*Christmas, Black Friday & Peak planning will need to be finalised and signed off alongside Response to
Briefs.
OUT-OF-HOURS RESOURCING
Request Type Notice Required
Campaign launch/management outside of normal working hours for
infrequent seasonal events e.g. Black Friday, Christmas 3 weeks
Team member to be “on call” on Saturday or Sunday within BAU
period 1 month
Team member to be actively working on Saturdays/Sundays
(attending calls, sending reports etc) during BAU period 1 month
** For planned periods of out-of-hours work, SINE Digital may discuss an additional charge at an hourly or
day rate of 1.5x normal rates charged. Any additional costs will be quoted in SINE Digital's response to Out
of Hours work requests if it's deemed a charge needs to be levied.
SINE Digital LLC sinedigital.com
Docusign Envelope ID: A889CA7D-A236-870D-828E-196599388E7D
ANNEX 2 - DATA PROCESSING AGREEMENT
This Annex includes certain details of the Processing of Personal Data carried out pursuant to this Statement
of work, as required by Article 28(3) of the GDPR and UK-GDPR.
Subject matter and
duration of the Processing
of Personal Data:
SINE Digital is providing Works to the Client, as more particularly set out
in this Statement of Work.
Subject matter and
duration of the Processing
of Personal Data:
For the duration of the service agreement plus a 6-month cool off
period.
The nature and purpose of
the Processing of Personal
Data:
Personal data will be used for digital marketing purposes. For the
creation of lookalike audiences and marketing platform algorithm
optimisation, and for digital remarketing.
The types of Personal Data
to be Processed:
Customer details (no special category data)
Name
Email address
Address
Postcode
Phone Number
Age
Gender
IP address and other digital identifiers.
The categories of Data
Subject to whom Personal
Data relates:
Customers, email list subscribers, web visitors, social platform engagers
The obligations and rights
of the Client:
The obligations and rights of the Client are set out in the Master
Services Agreement.
SINE Digital LLC sinedigital.com
Docusign Envelope ID: A889CA7D-A236-870D-828E-196599388E7D