HomeMy WebLinkAboutC18-306 WE-cycleAGREEMENT BETWEEN EAGLE COUNTY, COLORADO
AND
WE-CYCLE
THIS AGREEMENT (“Agreement”) is effective as of ___________________________ by and between WE-cycle
a Colorado nonprofit corporation (hereinafter “Contractor”) and Eagle County, Colorado, a body corporate and
politic (hereinafter “County”).
RECITALS
WHEREAS, Contractor is a nonprofit organization dedicated to operating bike share services in the Roaring Fork
Valley and Contractor plans to provide the operations staff to balance the bike share system maintaining bike and
dock availability and maintain bikes and stations thereby delivering reliable, safe, and equitable bike share services
in unincorporated Eagle County. In alignment with WE-cycle’s Roaring Fork Valley bike share services, WE-cycle
access in unincorporated Eagle County is provided at no fare to the user for the first 30-minutes of each ride, to all
registered users.
WHEREAS, the parties acknowledge and agree that the Services (defined below) promote the health, safety and
welfare of the people of Eagle County and are intended to provide services that could otherwise be performed by
County directly; and
WHEREAS, Contractor has elected to perform the Services on its own and County has, therefore, elected to
compensate Contractor to perform the Services for the public to fulfill an important public purpose; and
WHEREAS, compensation paid by County to Contractor enables Contractor to perform the Services for the public
and County shall have no responsibility for the performance of the Services; and
WHEREAS, County desires to enter into this Agreement with Contractor for the performance of the Services to the
public which will directly support and sustain a healthy, environmentally and economically vital and socially diverse
community; and
WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and
experience necessary to provide the Services as defined below in paragraph 1 hereof; and
WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection with the
Services.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as
follows:
1. Services or Work. Contractor agrees to diligently provide all services, labor, personnel and materials
necessary to perform and complete the services or work described in Exhibit A (“Services” or “Work”) which is
attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the
provisions and conditions of this Agreement.
a. Contractor agrees to furnish the Services and reports or other information required by County in
accordance with the schedule established in Exhibit A. If no schedule is specified in Exhibit A, then Contractor
DocuSign Envelope ID: 25908ED2-0472-4D46-AB22-F3ADB6C5D8AE
10/23/2018
2
Service Award Agreement 8/18
agrees to furnish the Services to the public in a timely and expeditious manner consistent with the applicable
standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to
properly and timely perform the Services.
b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit
A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement
shall prevail.
2. County’s Representative. The Eagle County Regional Transportation Authority’s designee shall be
Contractor’s contact with respect to this Agreement and performance of the Services.
3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to
the provisions of paragraph 11 hereof, shall continue in full force and effect through December 31, 2018. County
makes no representations concerning the possibility of future Agreements with Contractor and Contractor should not
rely on this Agreement being extended or renewed in the future.
4. Modifications. Any amendments or modifications shall be in writing signed by both parties.
5. Compensation. County shall compensate Contractor for the performance of the Services in a sum
computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not
exceed $45,000. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of
normal business hours.
a. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a
proper and accurate invoice from Contractor. All invoices shall include detail regarding tasks performed, number of
Climate Action Plan passes redeemed and such other detail as County may request. If County is not satisfied with
the completeness of a submitted invoice, County may request Contractor either revise the invoice or provide
additional information.
All invoices must be delivered as follows to ensure proper payment:
Eagle County Government c/o Claire Wilson
PO Box 850
Eagle, CO 81631
b. If, prior to payment of compensation or reimbursement for Services but after submission to
County of a request therefore by Contractor, County reasonably determines that payment as requested would be
improper because the Services were not performed as prescribed by the provisions of this Agreement, the County
shall have no obligation to make such payment. If, at any time during the term or after termination or expiration of
this Agreement, County reasonably determines that any payment made by County to Contractor was improper
because the Services for which payment was made were not performed as set forth in this Agreement or purposes for
which payment was made were misrepresented, then upon written notice of such determination and request for
reimbursement from County, Contractor shall forthwith return such payment(s) to County. Upon termination or
expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County.
c. No additional services or work performed by Contractor shall be the basis for additional
compensation.
DocuSign Envelope ID: 25908ED2-0472-4D46-AB22-F3ADB6C5D8AE
3
Service Award Agreement 8/18
d. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor
agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made
pursuant to the terms of this Agreement.
e. Notwithstanding anything to the contrary contained in this Agreement, County shall have no
obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after
December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the
Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local
Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X,
Sec. 20).
6. Subcontractors. The Contractor shall be responsible for the acts and omissions of its agents, employees and
subcontractors.
7. Insurance.
Contractor agrees to provide and maintain at Contractor’s sole cost and expense, the following insurance coverage
with limits of liability not less than those stated below:
a. Types of Insurance.
i. Workers’ Compensation insurance as required by law.
ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined
bodily injury and property damage liability insurance, including coverage for owned, hired, and non-owned
vehicles.
iii. Commercial General Liability coverage to include premises and operations,
personal/advertising injury, products/completed operations, broad form property damage with limits of liability not
less than $1,000,000 per occurrence and $1,000,000 aggregate limits.
b. Other Requirements.
i. The automobile and commercial general liability coverage shall be endorsed to include
Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and
volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached
hereto as Exhibit B.
ii. Contractor’s certificates of insurance shall include subcontractors, if any as additional
insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each
subcontractor.
iii. The insurance provisions of this Agreement shall survive expiration or termination
hereof.
iv. Contractor is not entitled to workers’ compensation benefits except as provided by the
Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is
provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state
income tax on any moneys paid pursuant to this Agreement.
8. Indemnification, Governmental Immunity and No Third Party Beneficiaries.
DocuSign Envelope ID: 25908ED2-0472-4D46-AB22-F3ADB6C5D8AE
4
Service Award Agreement 8/18
a. The Contractor shall indemnify and hold harmless County, and any of its officers, agents and
employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any
such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any
performance or nonperformance by Contractor or any of its subcontractors hereunder; and Contractor shall
reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection
with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not
apply to claims by third parties against the County to the extent that County is liable to such third party for such
claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination
hereof.
b. The parties hereto understand and agree that the County is relying on, and does not waive or
intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections
provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to
County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers.
c. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the
parties and not to any third party. This Agreement does not and shall not be deemed or construed to confer upon or
grant to any third party any right to claim damages or to bring any suit, action or other proceeding in connection
with the Agreement. The parties acknowledge that the Services could otherwise be performed by the County but
County has instead determined to provide financial support through compensation as set forth in paragraph 5. Such
compensation by County enables Contractor to perform the Services for the public and County shall have no
responsibility therefor. Because Contractor is delivering the Services to the public and not Eagle County, the public
shall have no rights under this Agreement and may not make any claim against County in connection with this
Agreement.
9. Documents. Documents and materials prepared by Contractor during the term of this Agreement shall be
provided to County upon request and County shall have the right at no additional cost, to copy, use, re-use, publish,
display, the documents and materials and prepare derivative works.
10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally
delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx
or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv)
when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this
paragraph by giving five (5) days prior written notice of such change to the other party.
COUNTY:
Eagle County, Colorado
Attention: Chris Lubbers
500 Broadway
Post Office Box 850
Eagle, CO 81631
Telephone: 970-328-3533
E-Mail: christopher.lubbers@eaglecounty.us
CONTRACTOR:
WE-cycle
Attention: Mirte Mallory, Executive Director
Mailing:
DocuSign Envelope ID: 25908ED2-0472-4D46-AB22-F3ADB6C5D8AE
5
Service Award Agreement 8/18
PO Box 360
Aspen, CO 81612
E-Mail: mirte@we-cycle.org
11. Termination. County may terminate this Agreement, in whole or in part, at any time and for any reason,
with or without cause, and without penalty therefor with seven (7) calendar days’ prior written notice to the
Contractor. County shall pay Contractor only for Services satisfactorily performed to the date of termination.
12. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this
Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the
sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be
governed by the laws of the State of Colorado.
13. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same
instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following
two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or
facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized
signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of
electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121.
14. Other Contract Requirements and Contractor Representations.
a. Contractor shall be responsible for the completeness and accuracy of the Services and shall
correct, at its sole expense, all significant errors and omissions in performance of the Services. Contractor shall
perform the Services in a skillful, professional and competent manner and in accordance with the standard of care,
skill and diligence applicable to contractors performing similar services. Contactor shall comply with the highest
standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to
ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of
this Agreement.
b. Contractor agrees to work in an expeditious manner, within the sound exercise of its judgment and
professional standards, in the performance of this Agreement. Time is of the essence with respect to this
Agreement.
c. Nothing contained in this Agreement shall be deemed to create a relationship of employer-
employee, master-servant, partnership, joint venture or any other relationship between County and Contractor except
that of independent contractor. Contractor shall have no authority to bind County.
d. Contractor shall comply with any and all applicable laws, codes, rules and regulations and that is
personnel are duly licensed, if required, to perform the Services in Colorado.
e. This Agreement contains the entire agreement between the parties with respect to the subject
matter hereof and supersedes all other agreements or understanding between the parties with respect thereto.
f. Contractor shall not assign any portion of this Agreement without the prior written consent of the
County. Any attempt to assign this Agreement without such consent shall be void.
DocuSign Envelope ID: 25908ED2-0472-4D46-AB22-F3ADB6C5D8AE
6
Service Award Agreement 8/18
g. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver
thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach.
h. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision hereof.
i. The signatories to this Agreement aver to their knowledge no employee of the County has any
personal or beneficial interest whatsoever in the Services described in this Agreement. The Contractor has no
beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the
Services and Contractor shall not employ any person having such known interests.
j. The Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms
under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to
federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this
Agreement.
k. Contractor acknowledges that it is prohibited from using Eagle County funds to provide certain
public benefits to undocumented individuals pursuant to C.R.S. 24.76.5-101 et. seq.
l. Contractor shall comply at all times and in all respects with all applicable federal, state and local
laws, resolutions and codes; and specifically, with the requirements of the Civil Rights Act of 1964 and Section 504
of the Rehabilitation Act concerning discrimination on the basis of race, color, gender, sex, sexual orientation, age,
religion, national origin or disability.
m. Contractor shall maintain, for a minimum of three (3) years, adequate financial and programmatic
records for reporting to County on the performance of its responsibilities hereunder. Contractor shall be subject to
financial audit by county auditors or their designees. Contractor authorizes County to perform audits or to make
inspections during normal business hours, upon 48 hours’ notice to Contractor for the purpose of evaluation its
performance under this Agreement. Contractor shall cooperate fully with County.
n. The recitals set forth above are incorporated herein by reference.
15. Prohibitions on Government Contracts.
As used in this Section 15, the term undocumented individual will refer to those individuals from foreign countries
not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Contractor has any employees or
subcontractors, Contractor shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this
Agreement, Contractor certifies that it does not knowingly employ or contract with an undocumented individual
who will perform under this Agreement and that Contractor will participate in the E-verify Program or other
Department of Labor and Employment program (“Department Program”) in order to confirm the eligibility of all
employees who are newly hired for employment to perform Services under this Agreement.
a. Contractor shall not:
i. Knowingly employ or contract with an undocumented individual to perform Services
under this Agreement; or
DocuSign Envelope ID: 25908ED2-0472-4D46-AB22-F3ADB6C5D8AE
7
Service Award Agreement 8/18
ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor shall not
knowingly employ or contract with an undocumented individual to perform work under
the public contract for services.
b. Contractor has confirmed the employment eligibility of all employees who are newly hired for
employment to perform Services under this Agreement through participation in the E-Verify Program or Department
Program, as administered by the United States Department of Homeland Security. Information on applying for the
E-verify program can be found at:
https://www.uscis.gov/e-verify
c. Contractor shall not use either the E-verify program or other Department Program procedures to
undertake pre-employment screening of job applicants while the public contract for services is being performed.
d. If Contractor obtains actual knowledge that a subcontractor performing work under the public
contract for services knowingly employs or contracts with an undocumented individual, Contractor shall be required
to:
i. Notify the subcontractor and County within three (3) days that Contractor has actual
knowledge that the subcontractor is employing or contracting with an undocumented
individual; and
ii. Terminate the subcontract with the subcontractor if within three days of receiving the
notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does
not stop employing or contracting with the undocumented individual; except that
Contractor shall not terminate the contract with the subcontractor if during such three (3)
days the subcontractor provides information to establish that the subcontractor has not
knowingly employed or contracted with an undocumented individual.
e. Contractor shall comply with any reasonable request by the Department of Labor and Employment
made in the course of an investigation that the department is undertaking pursuant to its authority established in
C.R.S. 8-17.5-102(5).
f. If Contractor violates these prohibitions, County may terminate the Agreement for breach of
contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor
shall be liable for actual and consequential damages to County as required by law.
g. County will notify the Colorado Secretary of State if Contractor violates this provision of this
Agreement and County terminates the Agreement for such breach.
DocuSign Envelope ID: 25908ED2-0472-4D46-AB22-F3ADB6C5D8AE
8
Service Award Agreement 8/18
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above.
COUNTY OF EAGLE, STATE OF COLORADO,
By and Through Its COUNTY MANAGER
By: ______________________________
Jeff Shroll, County Manager
CONTRACTOR: WE-cycle Colorado
By: ________________________________
Mirte Mallory
Executive Director
DocuSign Envelope ID: 25908ED2-0472-4D46-AB22-F3ADB6C5D8AE
9
Service Award Agreement 8/18
EXHIBIT A
SCOPE OF SERVICES, SCHEDULE, FEES, REPORTING REQUIREMENTS
1. SCOPE OF SERVICES
a. CONTRACTOR SHALL PERFORM OR PROVIDE THE FOLLOWING SERVICES OR
PROGRAMS TO THE PUBLIC:
1. The Basalt WE-cycle System, consisting of WE-cycle stations in unincorporated Eagle
County as well as Basalt, Willits, El Jebel, will be open from May 1 – November 1.
The Basalt System will provide 80 bikes available for check out at 24 stations, 24/7.
2. The Service Area, per station locations, is described in EXHIBIT B.
3. The WE-cycle System will be available to all registered users, at no-fare, for the first
30 minutes of each ride.
4. Bike maintenance - WE-cycle will perform monthly maintenance and cleaning of the
bicycles per manufacturer standards. Bikes in need of more substantive repairs will be
removed from service upon discovery and returned to the system as quickly as
possible.
5. Station maintenance – WE-cycle will clean the stations on a bi-weekly basis and
perform all scheduled preventative maintenance. Station repairs will be executed in a
timely manner in order to minimize any disruption to service. In the event a station is
out of service, signage will be placed in a visible location.
6. System Balancing – The WE-cycle Operations Team, consisting of 5 – 6 part-time
employees maintain and service the system Monday through Sunday. They are
responsible for moving bikes between stations, “balancing” according to system needs
and in response to ridership trends.
7. Website / Mobile App – Riders can sign up for the service via the website (www.we-
cycle.org) or on the mobile application, Transit. On Transit, riders can see system
availability in live time such that they can plan their trips based on bike/dock
availability.
8. System Access – Once signed up, riders can check out a bike using their physical key
fob/card or with a code generated by Transit.
9. Rider communication and support
• WE-cycle maintains locally-based customer support from 8 am to 8 pm daily.
• WE-cycle informs its riders of system changes, opportunities, etc. through its bi-
monthly newsletter.
b. CONTRACTOR SHALL COMPLY WITH THE FOLLOWING SCHEDULE OR MILESTONES
IN PERFORMANCE OF THE SERVICES:
Contractor will begin implementation immediately upon execution of this Agreement.
Contractor will complete the project on or before November 1, 2018.
c. FEES
DocuSign Envelope ID: 25908ED2-0472-4D46-AB22-F3ADB6C5D8AE
10
Service Award Agreement 8/18
Contractor will be paid in aggregate lump sum not to exceed $45,000.00 upon receipt of an invoice outlining the
Services performed.
d. CONTRACTOR SHALL BE REQUIRED TO SUBMIT THE FOLLOWING REPORTS TO
COUNTY:
• Contractor shall submit a mid-year report with system metrics by September 1,
2018.
• Contractor shall submit a final report of services rendered and bike share usage,
trends and observations to the County prior to January 30, 2019.
DocuSign Envelope ID: 25908ED2-0472-4D46-AB22-F3ADB6C5D8AE
11
Service Award Agreement 8/18
EXHIBIT B
DocuSign Envelope ID: 25908ED2-0472-4D46-AB22-F3ADB6C5D8AE
12
Service Award Agreement 8/18
DocuSign Envelope ID: 25908ED2-0472-4D46-AB22-F3ADB6C5D8AE
