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HomeMy WebLinkAboutC24-387 Eagle Valley Transportation Authority_assignment assumption Freshdesk agreement1 ASSIGNMENT AND ASSUMPTION OF AGREEMENT BETWEEN EAGLE COUNTY and FRESHWORKS INC. THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment Agreement”) is made by and between the Board of County Commissioners of the County of Eagle, State of Colorado, a body corporate and politic (“County”), and the Eagle Valley Transportation Authority, a body corporate and politic (“EVTA”), which may be referred to herein individually as a “Party” or collectively as the “Parties.” The effective date of this Assignment Agreement is August 4, 2024. RECITALS WHEREAS, the Eagle County Regional Transit Authority (“ECO Transit”) is a department of the County that has historically provided public transportation services funded by voter-authorized Eagle County 0.5% Transportation Sales Tax; and WHEREAS, in November 2022, the EVTA was established pursuant to Title 43, Article 4, Part 6 of the Colorado Revised Statutes by approval of voters in Eagle County, the towns of Avon, Eagle, Minturn, Red Cliff and Vail, and Beaver Creek Metro District, and in accordance with the Eagle Valley Transportation Authority Intergovernmental Agreement dated September 1, 2022 (the “EVTA IGA”) for the purpose of financing, constructing, operating, improving and maintaining a regional transportation system in the Eagle River Valley of Eagle County, Colorado; and WHEREAS, pursuant to the EVTA IGA, the County and EVTA agree that the EVTA will assume responsibility for existing transit services as historically provided by ECO Transit in accordance with a framework established by the EVTA IGA Transition Plan (the “Transition Plan”); and WHEREAS, the Transition Plan includes the transfer of equipment, assets, existing contractual agreements, and operations from the County to EVTA, including technology software and hardware, and aims to ensure continuity of service for Eagle County residents and visitors; and WHEREAS, pursuant to a Service Order Form dated August 28, 2023, a copy of which is attached hereto as Exhibit A and incorporated herein by this reference (the “Freshworks Order”) and the Freshworks Terms of Service, attached hereto as Exhibit B and incorporated herein by this reference (the “Terms of Service”; collectively, the Freshworks Order and the Terms of Service shall be referred to as the “Freshworks Agreement”), the County and Freshworks Inc. (“Contractor”) contracted for certain services and customer relationship management software; and WHEREAS, the County wishes to assign, and EVTA wishes to assume, the County’s rights and obligations under the Freshworks Agreement, which is permitted by section 12(b) as Docusign Envelope ID: 7DA32F4E-C06F-41A2-986C-F62FA176D717 2 the Transition Plan involves the transfer of all or substantially all ECO Transit assets, and informal notice of such transfer and this assignment has been provided to Contractor; and WHEREAS, this Assignment Agreement furthers cooperation between governmental entities pursuant to Title 29, Article 1, Part 2 of the Colorado Revised Statutes, as amended and Article XIV, Section 18 of the Colorado Constitution. NOW, THEREFORE, in consideration of the promises, covenants and conditions contained herein, the Parties agree as follows: 1. Assignment and Assumption. The County hereby transfers and assigns to EVTA all of its rights and obligations under the Freshworks Agreement, and EVTA accepts such assignment and agrees that it shall hereinafter perform its obligations and duties under and subject to the terms of the Freshworks Agreement. The Parties agree that upon the effective date of this Assignment Agreement, the County shall have no further obligation or liability under the terms of the Freshworks Agreement. 2. Entire Agreement. This Assignment Agreement represents the full and complete understanding of the Parties, and supersedes any prior agreements, discussions, negotiations, representations or understandings of the Parties with respect to the subject matter contained herein. 3. Counterparts, Electronic Signatures and Electronic Records. This Assignment Agreement may be executed in multiple counterparts, each of which shall be an original, but all of which, together, shall constitute one and the same instrument. The Parties consent to the use of electronic signatures and agree that the transaction may be conducted electronically pursuant to the Uniform Electronic Transactions Act, § 24-71.3-101, et seq., C.R.S. // signature page to follow // Docusign Envelope ID: 7DA32F4E-C06F-41A2-986C-F62FA176D717 3 IN WITNESS WHEREOF, the Parties hereto have executed this Assignment Agreement on the date and year written below. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By: ________________________ Matt Scherr, Chair Attest: By: _____________________________ Regina O’Brien, Clerk to the Board Date: EAGLE VALLEY TRANSPORTATION AUTHORITY By: ________________________ Amy Phillips, Chair Attest: By: _____________________________ Tanya Allen, Secretary Date: Docusign Envelope ID: 7DA32F4E-C06F-41A2-986C-F62FA176D717 7/30/2024 8/1/2024 Change Order Form CUSTOMER INFORMATION Billing Contact information Shipping Contact Information Contact Name: Lance Trujillo Contact Name (Shipping): Lance Trujillo Organization: ECO Transit Organization: ECO Transit Email address: lance.trujillo@eaglecounty.us Email address: lance.trujillo@eaglecounty.us Phone:Phone: Bill-To Address: PO Box 850 Eagle - 81631 Colorado CO United States Ship-To Address: PO Box 850 Eagle - 81631 Colorado CO United States Payment Terms:Same as existing Terms Payment Method:Same as existing Terms Billing Frequency:Annual PO Number (if applicable): Product Instance ID Product Instance Domain 888098 ecotransit.freshdesk.com Type Item Name List Price Net price/Unit Quantity Billing Effective Date Billing End Date Net Price Product Freshdesk Support Desk - Pro Annual USD $49 $49 2 August 15, 2023 June 7, 2024 $960.13 Total Net Price $960.13 COMMERCIAL TERMS ●The Prorated Charges specified on the Form are estimates only, actual charges may vary when the invoice is generated. ●Additional costs for add-ons (if any in the existing Agreement) corresponding to the number of agents added will be applicable. ●All other commercial terms will be as per the existing Terms. TERMS ●For any third-party offering or services purchased by a Customer (through the Freshworks Marketplace, provided directly by such third-party, or otherwise facilitated by Freshworks), shall be governed by the applicable customer agreement provided by such third-party and not the Agreement. Customer acknowledges that Freshworks is not responsible for such third party offering or services and Freshworks disclaims all liability resulting from the use of such third-party offering or services. ●Any applicable tax relevant to the particular State/Country will be levied depending on the shipping address. ●The continued activation of Customer’s Account is based on the successful payment of the Subscription Charges. ●This Service Order Form is governed by the Freshworks Terms of Service found at https://www.freshworks.com/terms/, unless Customer has a written Freshworks master services agreement executed between Customer and Freshworks Inc. for the Services purchased hereunder, in                  EXHIBIT A Docusign Envelope ID: 7DA32F4E-C06F-41A2-986C-F62FA176D717 which case such written Freshworks master services agreement will govern (in either case, the "Agreement"). ●The Freshworks Products listed above may have supplemental terms associated with their use which are available at https://www.freshworks.com/terms/supplemental-terms/. ●By signing below, Customer represents that the signor is a duly authorized agent of Customer and hereby waives all claims to the contrary. Freshworks Inc.ECO Transit Name Name Title Title Signature Signature Date Date                                Docusign Envelope ID: 7DA32F4E-C06F-41A2-986C-F62FA176D717 Certificate Of Completion Envelope Id: 05CE2BE6A7C64F809D903D3FB7C4801D Status: Completed Subject: Complete with DocuSign: Freshworks - Eco Transit - SOF - 1998332.pdf Source Envelope: Document Pages: 2 Signatures: 1 Envelope Originator: Certificate Pages: 5 Initials: 0 Deal-desk-docusign AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Stamps: 1 2950 S Delaware St Suite 201 San Mateo, CA 94403 deal-desk-docusign@freshworks.com IP Address: 171.78.164.98 Record Tracking Status: Original 8/14/2023 12:45:45 PM Holder: Deal-desk-docusign deal-desk-docusign@freshworks.com Location: DocuSign Signer Events Signature Timestamp Deal-desk-docusign deal-desk-docusign@freshworks.com Freshworks Inc. Security Level: Email, Account Authentication (None) Using IP Address: 171.78.164.98 Sent: 8/14/2023 12:58:35 PM Viewed: 8/14/2023 12:58:48 PM Signed: 8/14/2023 12:58:53 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Brian Ernst brian.ernst@freshworks.com Authorized Signatory Freshworks Inc. Signing Group: Standard Contracts -GroupA Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 71.205.17.115 Signed using mobile Sent: 8/14/2023 12:59:00 PM Viewed: 8/14/2023 1:36:20 PM Signed: 8/14/2023 1:36:32 PM Electronic Record and Signature Disclosure: Accepted: 7/26/2023 12:29:41 PM ID: 1df2df7d-671d-4125-adf7-35c7a72209a1 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Faneendra Sharma faneendra.sharma@freshworks.com Security Level: Email, Account Authentication (None) Sent: 8/14/2023 1:36:39 PM Viewed: 8/14/2023 1:39:56 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp        Docusign Envelope ID: 7DA32F4E-C06F-41A2-986C-F62FA176D717 Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/14/2023 12:58:35 PM Certified Delivered Security Checked 8/14/2023 1:36:20 PM Signing Complete Security Checked 8/14/2023 1:36:32 PM Completed Security Checked 8/14/2023 1:36:39 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure        Docusign Envelope ID: 7DA32F4E-C06F-41A2-986C-F62FA176D717 CONSUMER DISCLOSURE From time to time, Freshdesk (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign ‘Withdraw Consent’ form on the signing page of a DocuSign envelope instead of signing it. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures                   Docusign Envelope ID: 7DA32F4E-C06F-41A2-986C-F62FA176D717 electronically from us. How to contact Freshdesk: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: legal@freshdesk.com To advise Freshdesk of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at legal@freshdesk.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc. to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in the DocuSign system. To request paper copies from Freshdesk To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to legal@freshdesk.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with Freshdesk To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to legal@freshdesk.com and in the body of such request you must state your e-mail, full name, US Postal Address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. 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Acknowledging your access and consent to receive materials electronically        Docusign Envelope ID: 7DA32F4E-C06F-41A2-986C-F62FA176D717 To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the ‘I agree’ button below. By checking the ‘I agree’ box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC CONSUMER DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify Freshdesk as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by Freshdesk during the course of my relationship with you.        Docusign Envelope ID: 7DA32F4E-C06F-41A2-986C-F62FA176D717 EXHIBIT B Docusign Envelope ID: 7DA32F4E-C06F-41A2-986C-F62FA176D717 Docusign Envelope ID: 7DA32F4E-C06F-41A2-986C-F62FA176D717 Docusign Envelope ID: 7DA32F4E-C06F-41A2-986C-F62FA176D717 Docusign Envelope ID: 7DA32F4E-C06F-41A2-986C-F62FA176D717 Docusign Envelope ID: 7DA32F4E-C06F-41A2-986C-F62FA176D717 Docusign Envelope ID: 7DA32F4E-C06F-41A2-986C-F62FA176D717 Docusign Envelope ID: 7DA32F4E-C06F-41A2-986C-F62FA176D717 Docusign Envelope ID: 7DA32F4E-C06F-41A2-986C-F62FA176D717 Docusign Envelope ID: 7DA32F4E-C06F-41A2-986C-F62FA176D717 Docusign Envelope ID: 7DA32F4E-C06F-41A2-986C-F62FA176D717 Docusign Envelope ID: 7DA32F4E-C06F-41A2-986C-F62FA176D717 Docusign Envelope ID: 7DA32F4E-C06F-41A2-986C-F62FA176D717 Docusign Envelope ID: 7DA32F4E-C06F-41A2-986C-F62FA176D717 Docusign Envelope ID: 7DA32F4E-C06F-41A2-986C-F62FA176D717 Docusign Envelope ID: 7DA32F4E-C06F-41A2-986C-F62FA176D717 Docusign Envelope ID: 7DA32F4E-C06F-41A2-986C-F62FA176D717 Docusign Envelope ID: 7DA32F4E-C06F-41A2-986C-F62FA176D717 Docusign Envelope ID: 7DA32F4E-C06F-41A2-986C-F62FA176D717