HomeMy WebLinkAbout107611 NICOLETTI FLATER ASSOCIATES - CONTRACT - RFP - 9414 PEER SUPPORT SERVICES FOR PFAProfessional Services Agreement - PFA
RFP 9414 Peer Support Services for PFA Page 1 of 14
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into the day and year set forth below, by and
between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter
referred to as the "City", as agent, on behalf of the POUDRE FIRE AUTHORITY (PFA) and
NICOLETTI-FLATER PROFESSIONAL LIMITED LIABILITY PARTNERSHIP DBA NICOLETTI-
FLATER ASSOCIATES, hereinafter referred to as the "Professional".
WITNESSETH:
In consideration of the mutual covenants and obligations herein expressed, it is agreed by
and between the parties hereto as follows:
1. Scope of Services. The Professional agrees to provide services in accordance with the
scope of services attached hereto as Exhibit A, consisting of three (3) page(s), and
incorporated herein by this reference. Irrespective of references in Exhibit A to certain
named third parties, the Professional shall be solely responsible for performance of all duties
hereunder.
2. Contract Period. This Agreement shall commence January 1, 2022 and shall continue in
full force and effect until December 31, 2022, unless sooner terminated as herein provided.
In addition, at the option of the City and/or PFA, the Agreement may be extended for
additional one year periods not to exceed four (4) additional one year periods. Renewals
and pricing changes shall be negotiated by and agreed to by both parties only at the time of
renewal. Written notice of renewal shall be provided to the Professional and mailed no later
than thirty (30) days prior to contract end.
3. Early Termination by City and/or PFA. Notwithstanding the time periods contained herein,
the City and/or PFA may terminate this Agreement at any time without cause by providing
written notice of termination to the Professional. Such notice shall be delivered at least ten
(10) days prior to the termination date contained in said notice unless otherwise agreed in
writing by the parties. All notices provided under this Agreement shall be effective
immediately when emailed or three business days from the date of the notice when mailed
to the following addresses:
Professional: PFA: Copy to City:
Nicoletti-Flater Associates
Attn: John Nicoletti
3595 S. Teller St., Ste 310
Lakewood, CO 80235
Jpsych46@aol.com
Poudre Fire Authority
Attn: Chris Hill
102 Remington Street
Fort Collins, CO 80524
chris.hill@poudre-fire.org
City of Fort Collins
Attn: Purchasing Dept.
PO Box 580
Fort Collins, CO 80522
purchasing@fcgov.com
In the event of early termination by the City and/or PFA, the Professional shall be paid for
services rendered to the date of termination, subject only to the satisfactory performance of
the Professional’s obligations under this Agreement. Professional shall submit a final invoice
within ten (10) days of the effective date of termination. Undisputed invoices shall be paid
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Net 30 days of the date of the invoice. Such payment shall be the Professional’s sole right
and remedy for such termination.
4. Indemnity and Insurance Responsibility. The Professional shall be responsible for the
professional quality and the coordination of all services rendered by the Professional. The
Professional shall indemnify, save and hold harmless the City and/or PFA, its officers and
employees in accordance with Colorado law, from all damages whatsoever claimed by third
parties against the City and/or PFA; and for the City and/or PFA's costs and reasonable
attorney’s fees, arising directly or indirectly out of the Professional's negligent performance
of any of the services furnished under this Agreement. The Professional shall maintain
insurance in accordance with Exhibit C, consisting of one (1) page, attached hereto and
incorporated herein.
5. Compensation. In consideration of the services to be performed pursuant to this
Agreement, the City and/or PFA agrees to pay the Professional on a time and reimbursable
direct cost basis in accordance with Exhibit B, consisting of one (1) page, attached hereto
and incorporated herein.
Invoices shall be emailed to invoices@fcgov.com with a copy to the Project Manager. The
cost of the work completed shall be paid to the Professional following the submittal of a
correct itemized invoice by the Professional. The City and PFA are exempt from sales and
use tax. The City’s Certificate of Exemption license number is 09804502. A copy of the
license is available upon written request.
The City and/or PFA pays invoices on Net 30 days from the date of the invoice.
6. Appropriation. To the extent this Agreement or any provision in it constitutes a multiple fiscal
year debt or financial obligation of the City and/or PFA, it shall be subject to annual
appropriation by City Council as required in Article V, Section 8(b) of the City Charter, City
Code Section 8-186, and Article X, Section 20 of the Colorado Constitution. The City and/or
PFA shall have no obligation to continue this Agreement in any fiscal year for which no such
supporting appropriation has been made.
7. City and/or PFA Representative. The City and/or PFA will designate, prior to
commencement of work, its project representative who shall make, within the scope of his
or her authority, all necessary and proper decisions with reference to the project. All
requests for contract interpretations, change orders, and other clarification or instruction
shall be directed to the City and/or PFA Representative.
8. Monthly Report. Commencing thirty (30) days after the date of execution of this Agreement
and every thirty (30) days thereafter, Professional is required to provide the City and/or PFA
Representative with a written report of the status of the work with respect to the Scope of
Services, Work Schedule, and other material information. Failure to provide any required
monthly report may, at the option of the City and/or PFA, suspend the processing of any
partial payment request.
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9. Independent Contractor. The services to be performed by Professional are those of an
independent contractor and not of an employee of the City of Fort Collins or Poudre Fire
Authority. The City and/or PFA shall not be responsible for withholding any portion of
Professional's compensation hereunder for the payment of FICA, Workers' Compensation,
other taxes or benefits or for any other purpose.
10. Subcontractors. The Professional may not subcontract any of the Work set forth in the
Exhibit A, Statement of Work without the prior written consent of the City and/or PFA, which
shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the
consent of the City and/or PFA), then the following provisions shall apply: (a) the
subcontractor must be a reputable, qualified firm with an established record of successful
performance in its respective trade performing identical or substantially similar work, (b) the
subcontractor will be required to comply with all applicable terms of this Agreement, (c) the
subcontract will not create any contractual relationship between any such subcontractor and
the City and/or PFA, nor will it obligate the City and/or PFA to pay or see to the payment of
any subcontractor, and (d) the Work of the subcontractor will be subject to inspection by the
City and/or PFA to the same extent as the Work of the Professional.
The Professional shall require all subcontractors performing Work hereunder to maintain
insurance coverage naming the City and PFA as an additional insured under this Agreement
of the type and with the limits specified within Exhibit “C”, consisting of one (1) page attached
hereto and incorporated herein by this reference. The Professional shall maintain a copy of
each subcontract’s certificate evidencing the required insurance. Upon request, the
Professional shall promptly provide the City and PFA with a copy of such certificate(s).
11. Personal Services. It is understood that the City and PFA enter into the Agreement based
on the special abilities of the Professional and that this Agreement shall be considered as
an agreement for personal services. Accordingly, the Professional shall neither assign any
responsibilities nor delegate any duties arising under the Agreement without the prior written
consent of the City and/or PFA.
12. Acceptance Not Waiver. The City and/or PFA's approval of drawings, designs, plans,
specifications, reports, and incidental work or materials furnished hereunder shall not in any
way relieve the Professional of responsibility for the quality or technical accuracy of the
Work. The City and/or PFA's approval or acceptance of, or payment for, any of the services
shall not be construed to operate as a waiver of any rights or benefits provided to the City
and/or PFA under this Agreement.
13. Default. Each and every term and condition hereof shall be deemed to be a material element
of this Agreement. In the event either party should fail or refuse to perform according to the
terms of this agreement, such party may be declared in default.
14. Remedies. In the event a party has been declared in default, such defaulting party shall be
allowed a period of ten (10) days within which to cure said default. In the event the default
remains uncorrected, the party declaring default may elect to (a) terminate the Agreement
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and seek damages; (b) treat the Agreement as continuing and require specific performance;
or (c) avail himself of any other remedy at law or equity. If the non-defaulting party
commences legal or equitable actions against the defaulting party, the defaulting party shall
be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees
and costs incurred because of the default.
15. Entire Agreement; Binding Effect; Order of Precedence; Authority to Execute. This
Agreement, along with all Exhibits and other documents incorporated herein, shall constitute
the entire Agreement of the parties regarding this transaction and shall be binding upon said
parties, their officers, employees, agents and assigns and shall inure to the benefit of the
respective survivors, heirs, personal representatives, successors and assigns of said
parties. Covenants or representations not contained in this Agreement shall not be binding
on the parties. In the event of a conflict between terms of the Agreement and any exhibit or
attachment, the terms of the Agreement shall prevail. Each person executing this
Agreement affirms that they have the necessary authority to sign on behalf of their
respective party and to bind such party to the terms of this Agreement.
16. Law/Severability. The laws of the State of Colorado shall govern the construction,
interpretation, execution, and enforcement of this Agreement. The Parties further agree that
Larimer County District Court is the proper venue for all disputes. If the City and/or PFA
subsequently agrees in writing that the matter may be heard in federal court, venue will be
in Denver District Court. In the event any provision of this Agreement shall be held invalid
or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or
render unenforceable any other provision of this Agreement.
17. Utilization by Other Agencies. The City and/or PFA reserves the right to allow other state
and local governmental agencies, political subdivisions, and/or school districts to utilize the
resulting award under all terms and conditions specified and upon agreement by all parties.
Usage by any other entity shall not have a negative impact on the City and/or PFA in the
current term or in any future terms. Nothing herein shall be deemed to authorize or empower
the Agency to act as an agent for the City and/or PFA in connection with the exercise of any
rights hereunder, and neither party shall have any right or authority to assume or create any
obligation or responsibility on behalf of the other. The other Agency shall be solely
responsible for any debts, liabilities, damages, claims or expenses incurred in connection
with any agreement established between them and the Professional. The City and/or PFA’s
concurrence hereunder is subject to the Professional’s commitment that this authorization
shall not have a negative impact on the work to be completed for the City and/or PFA.
18. Prohibition Against Unlawful Discrimination. The City and/or PFA, in accordance with the
provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to
2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that
any contract entered into pursuant to this advertisement, disadvantaged business
enterprises will be afforded full and fair opportunity to submit bids in response to this
invitation and will not be discriminated against on the grounds of race, color, or national
origin in consideration for an award.
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The City and/or PFA strictly prohibits unlawful discrimination based on an individual’s gender
(regardless of gender identity or gender expression), race, color, religion, creed, national
origin, ancestry, age 40 years or older, marital status, disability, sexual orientation, genetic
information, or other characteristics protected by law. For the purpose of this policy “sexual
orientation” means a person’s actual or perceived orientation toward heterosexuality,
homosexuality, and bisexuality. The City and/or PFA also strictly prohibits unlawful
harassment in the workplace, including sexual harassment. Further, the City and/or PFA
strictly prohibits unlawful retaliation against a person who engages in protected activity.
Protected activity includes an employee complaining that he or she has been discriminated
against in violation of the above policy or participating in an employment discrimination
proceeding.
The City and/or PFA requires its vendors to comply with the City and/or PFA’s policy for
equal employment opportunity and to prohibit unlawful discrimination, harassment and
retaliation. This requirement applies to all third-party vendors and their subcontractors at
every tier.
19. Governmental Immunity Act. No term or condition of this Agreement shall be construed or
interpreted as a waiver, express or implied, of any of the notices, requirements, immunities,
rights, benefits, protections, limitations of liability, and other provisions of the Colorado
Governmental Immunity Act, C.R.S. § 24-10-101 et seq. and under any other applicable
law.
20. Prohibition Against Employing Workers Without Authorization. Pursuant to
Section 8-17.5-101, C.R.S., et. seq., Professional represents and agrees that:
a. As of the date of this Agreement:
1) Professional does not knowingly employ or contract with a worker without
authorization who will perform work under this Agreement; and
2) Professional will participate in either the e-Verify program created in Public Law 208,
104th Congress, as amended, and expanded in Public Law 156, 108th Congress,
as amended, administered by the United States Department of Homeland Security
(the “e-Verify Program”) or the Department Program (the “Department Program”), an
employment verification program established pursuant to Section 8-17.5-102(5)(c)
C.R.S. in order to confirm the employment eligibility of all newly hired employees to
perform work under this Agreement.
b. Professional shall not knowingly employ or contract with a worker without authorization to
perform work under this Agreement or knowingly enter into a contract with a subcontractor
that knowingly employs or contracts with a worker without authorization to perform work
under this Agreement.
c. Professional is prohibited from using the e-Verify Program or Department Program
procedures to undertake pre-employment screening of job applicants while this
Agreement is being performed.
d. If Professional obtains actual knowledge that a subcontractor performing work under this
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Agreement knowingly employs or contracts with a worker without authorization,
Professional shall:
1) Notify such subcontractor and the City within three days that Professional has actual
knowledge that the subcontractor is employing or contracting with a worker without
authorization; and
2) Terminate the subcontract with the subcontractor if within three days of receiving the
notice required pursuant to this section the subcontractor does not cease employing
or contracting with a worker without authorization; except that Professional shall not
terminate the contract with the subcontractor if during such three days the
subcontractor provides information to establish that the subcontractor has not
knowingly employed or contracted with a worker without authorization.
e. Professional shall comply with any reasonable request by the Colorado Department of
Labor and Employment (the “Department”) made in the course of an investigation that the
Department undertakes or is undertaking pursuant to the authority established in
Subsection 8-17.5-102 (5), C.R.S.
f. If Professional violates any provision of this Agreement pertaining to the duties imposed
by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this
Agreement is so terminated, Professional shall be liable for actual and consequential
damages to the City arising out of Professional’s violation of Subsection 8-17.5-102,
C.R.S.
g. The City will notify the Office of the Secretary of State if Professional violates this
provision of this Agreement and the City terminates the Agreement for such breach.
21. Colorado Open Records Act. The City and/or PFA is subject to Sec. 24-72-201 et seq. of
the Colorado Revised Statute (CORA). This Agreement is subject to public disclosure in
whole pursuant to CORA.
22. Special Provisions. Special provisions or conditions relating to the services to be performed
pursuant to this Agreement are set forth in Exhibit D - Confidentiality, consisting of one (1)
page, attached hereto and incorporated herein by this reference.
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Assistant City Attorney
12/16/2021
12/16/2021
Interim City Clerk
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EXHIBIT A
SCOPE OF SERVICES
I. BACKGROUND & OBJECTIVE / OVERVIEW
A. Objective
The City of Fort Collins, on behalf of the Poudre Fire Authority, is engaging the
Professional to provide psychological services for PFA employees and members.
B. Background
The Poudre Fire Authority (PFA) was established in 1981 through an Intergovernmental
Agreement between the City of Fort Collins, CO and the Poudre Valley Fire Protection
District (PVFPD). This partnership enables the PFA to take a comprehensive approach
to providing emergency services to the region. A five-person Board of Directors,
composed of elected members from the PVFPD Board and the Fort Collins City Council,
governs the PFA. Both the PVFPD Board and Fort Collins City Council appoint two
members to serve on the PFA Board of Directors. The fifth member of the PFA Board is
appointed by these four members and has historically been the Fort Collins City Manager.
The PFA Board of Directors appoints and employs the Fire Chief.
The PFA Fire Chief manages a $40 million operating and capital budget and oversees the
work of 223 full-time staff and 30 volunteers responsible for providing fire protection and
suppression, community risk reduction, emergency medical services, public education,
administration and support services.
The PFA has offered peer support services to its employees and members for over a
decade. During this time, the PFA has grown as an organization and the peer support
services offered have expanded to meet the PFA’s expanding needs. The PFA has
selected the Professional to partner with the PFA to further grow and develop this key
service for the PFA’s employees and members.
C. Utilization by Other Agencies
The Poudre Fire Authority is a member of the Front Range Fire Consortium, which is made
up of the nine larges fire departments in Northern Colorado and Southern Wyoming, and
includes the following departments in addition to PFA:
Boulder Fire Rescue
Front Range Fire Rescue
Greeley Fire Department
Longmont Fire Rescue
Loveland Fire Rescue Authority
Mountainview Fire Protection
Platte Valley Fire Protection District
Wellington Fire Protection District
Windsor-Severance Fire Protection District
Any of the above referenced agencies may leverage this RFP process for peer support
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services from the Professional. The Professional will honor the pricing provided to the
City/PFA for these agencies. However, nothing in this option for utilization by other
agencies shall be deemed as authorization for any of the named agencies to act as an
agent for the City/PFA in connection to this Agreement, and neither party shall have the
right or authority to assume or create any obligation or responsibility on behalf of the other.
The other agencies shall be solely responsible for any debts, liabilities, claims or expenses
incurred in connect with any agreement/purchase established between them and the
Professional.
II. SCOPE OF PROPOSAL
A. Scope of Work
Specific services may include, but are not limited to:
Individual and group counseling;
Individual assessment;
In-services quarterly training for the Peer Support Team;
Implementation of the F.I.R.S.T. program (Fire Recruit Support) for the PFA Individual
Field Training Program, including recruit’s wives, husbands and/or significant others;
Providing Critical Incident Debriefing Services, Diffusing, and therapy dog services in
conjunction with the Peer Support Team for PFA personnel involved in traumatic,
critical incidences; and
Special project work as assigned by the designated PFA representative, in-service
training, and any other services mutually agreed upon by PFA and Professional.
Services are to be available for all PFA employees and members, as well as their spouses
and domestic partners. Retirees are also covered for up to six months past their last date
of employment.
All individuals receiving counseling/psychological services will not have their identity,
intervention process or case issues disclosed to PFA or any third party unless:
The client has signed a release as required by State and Federal law;
Confidentiality is otherwise waived by the client; and/or
Such information is otherwise releasable by law
This Agreement does not guarantee to the Professional any work except as stated in this
Scope of Work, nor does it create an exclusive contract for services.
B. Primary Service Location & Clinician
The Professional’s Northern Colorado Office located at 4786 McMurray Ave., Suite 2B,
Fort Collins, CO 80525 will be the primary office for PFA. Dr. Katherine Combs will be the
primary clinician providing services under this Agreement. The Professional also has
multiple other clinicians available across the Front Range who are available to provide
services under this agreement as needed or requested.
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C. Records
Professional will maintain all notes generated from counseling/psychological services and
will be kept as the property of the Professional and governed by the doctor/patient
relationship. These notes are not to become part of the employee’s personnel file but will
be kept as separate and independent psychological records, at the Professional’s
designated location, and therefore covered by State and Federal psychotherapy
confidentiality laws for a period of seven (7) years.
Additionally, the Professional should maintain and report on a quarterly basis, statistical
information to include but not limited to:
Number of sessions provided
Average number of sessions per user
Synopsis of common issues addressed
The statistical data should not contain any personal information regarding any
employee/member/spouse/domestic partner. The statistical data is intended for use by
PFA leadership for resource allocation purposes and identifying areas of opportunity for
growth as an organization.
D. Emergency Response
“On-call” or “respond-to-scene” responsibility by the Professional is not an intended
service under this Agreement. However, such capabilities by the Professional are
desirable as extreme emergencies may occur. In such instances, the Professional may
respond to such needs by mutual consent between PFA and Professional. PFA agrees to
provide transportation to and from the scene of the incident for Professional.
E. Availability
Professional shall be permitted to create and maintain its work schedule. This schedule
may limit office hours to specific days of the week and hours of the day. However,
Professional shall ensure reasonably availability to provide services as outlined and shall
ensure the capability of accommodating a variety of PFA personnel schedules, which may
include hours outside normal business hours.
The following represents the PFA’s general expectations for the timeliness of Service
Provider’s responses to service requests:
Respond to calls/texts/emails for general appointment needs within 2 hours during
typical business hours (i.e. 8:00 AM – 5:00 PM). General (non-emergency)
requests received outside of business hours are to be responded to first thing the
next day.
Office visit availability for appointments withing 7 calendar days of receipt of
appointment request.
In the case of emergency response, no more than 60 minutes from the time of
request/contact.
Professional acknowledges that non-clinical hours may be necessary to fulfill the duties
described herein. Non-clinical hours shall not incur additional fees, and the Professional’s
proposed rates shall reflect this requirement. There is no guaranteed minimum or
maximum number of hours required of the Professional per month or year.
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F. Other Services
Service Provider will be expected to visit all PFA stations, the training center and PFA
headquarters one time per year. Service Provider will coordinate the timing of these visits
with the PFA representative in order to maximize time efficiency, typically devoting one or
two days solely to conducting visits. In these instances, Service Provider’s hourly rate will
not apply, but rather a fixed fee of $500/day will apply.
G. PFA Responsibilities
PFA shall:
Furnish, or direct the Professional to provide, at PFA’s expense, necessary
additional services;
Provide Professional with an identity card and facility access keys;
Provide reasonable use of a copier and office equipment when needed to perform
duties under this Agreement;
Provide reasonable access to PFA buildings as needed to perform duties under this
Agreement. Such access may be restricted, suspended or terminated as deemed
necessary for security purposes as determined in the sole discretion of PFA;
Provide reasonable access and use of email as needed to perform duties under this
Agreement, but as limited or restricted by City and PFA policies.
H. Laws and Regulations
The Professional agrees to comply fully with all applicable local, State of Colorado and
Federal laws and regulations and municipal ordinances to include American Disabilities
Act (ADA).
I. COVID-19 Compliance
The Professional and its subcontractors/consultants shall comply with all state, county,
and local laws, ordinances, and public health orders established to reduce the spread of
COVID-19, as applicable. The Professional shall ensure employees and
subcontractors/subconsultants with COVID-19 symptoms do not report to the job
site. Professional must organize work to ensure individuals minimize contact and
maximize social distancing. In addition, individuals should wear a mask or cloth face
covering consistent with local public health recommendations and other applicable safety
requirements.
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Official Purchasing Document
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EXHIBIT B
COMPENSATION
A. Compensation
The Professional shall charge the PFA a fixed rate of $120 per clinical hour. This rate
includes any counseling services, peer support supervision, training services, etc. This
rate applies to all clinicians who provide services to the PFA. For emergency response,
the hourly rate will apply to both time on site and drive time.
Occasionally the Professional will be asked to provide all-day services for station visits,
trainings, etc. In those instances, the PFA and the Professional will negotiate a separate
all-day flat rate for services, rather than the hourly rate.
The hourly rate shall be fixed for the initial term of the agreement. Any changes to the
hourly rate may be negotiated between the parties at the time of renewal only.
B. Invoicing and Payment
Invoices should be emailed by the 10th calendar day of each month to
invoices@fcgov.com with a copy to the Project Manager. The cost of the work completed
shall be paid to the Professional each month following the submittal of a correct invoice
by the Professional indicating the number of clinical hours and non-clinical hours utilized
during the prior calendar month.
Payments will be made using the prices stated in the Agreement. In the event a service
is requested which is not stated in the Agreement, the Professional and the City will
negotiate an appropriate unit price for the service prior to the Professional initiating such
work.
The City/PFA pays invoices on Net 30 terms.
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EXHIBIT C
INSURANCE REQUIREMENTS
The Professional will provide, from insurance companies acceptable to the City and/or PFA, the
insurance coverage designated hereinafter and pay all costs. Before commencing work under
this bid, the Professional shall furnish the City and/or PFA with certificates of insurance showing
the type, amount, class of operations covered, effective dates and date of expiration of policies.
In case of the breach of any provision of the Insurance Requirements, the City and/or PFA, at its
option, may take out and maintain, at the expense of the Professional, such insurance as the City
and/or PFA may deem proper and may deduct the cost of such insurance from any monies which
may be due or become due the Professional under this Agreement.
Insurance certificates should show the certificate holder as follows:
City of Fort Collins AND Poudre Fire Authority
Purchasing Division 102 Remington Street
PO Box 580 Fort Collins, CO 80524
Fort Collins, CO 80522
The City and/or PFA, its officers, agents and employees shall be named as additional
insureds on the Professional 's general liability insurance policies by marking the
appropriate box or adding a statement to this effect on the certificate, for any claims arising
out of work performed under this Agreement.
Insurance coverages shall be as follows:
A. Workers' Compensation & Employer's Liability. The Professional shall maintain during the
life of this Agreement for all of the Professional's employees engaged in work performed
under this agreement. Workers' Compensation & Employer’s Liability insurance shall
conform with statutory limits of $100,000 per accident, $500,000 disease aggregate, and
$100,000 disease each employee, or as required by Colorado law.
B. General Liability. The Professional shall maintain during the life of this Agreement such
General Liability as will provide coverage for damage claims of personal injury, including
accidental death, as well as for claims for property damage, which may arise directly or
indirectly from the performance of work under this Agreement. Coverage for property
damage shall be on a "broad form" basis. The amount of insurance for General Liability,
shall not be less than $1,000,000 combined single limits for bodily injury and property
damage.
C. Professional Liability. The Professional shall maintain Professional Liability insurance in
the amount of $1,000,000.
In the event any work is performed by a subcontractor, the Professional shall be responsible for
any liability directly or indirectly arising out of the work performed under this Agreement by a
subcontractor, which liability is not covered by the subcontractor's insurance.
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EXHIBIT D
CONFIDENTIALITY
IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) and Poudre
Fire Authority (the “PFA”) pursuant to this Agreement (the “Agreement”), the Professional hereby
acknowledges that it has been informed that the City and PFA have established policies and
procedures with regard to the handling of confidential information and other sensitive materials.
In consideration of access to certain information, data and material (hereinafter individually and
collectively, regardless of nature, referred to as “information”) that are the property of and/or relate
to the City, PFA or their employees, customers or suppliers, which access is related to the
performance of services that the Professional has agreed to perform, the Professional hereby
acknowledges and agrees as follows:
That information that has or will come into its possession or knowledge in connection with the
performance of services for the City and PFA may be confidential and/or proprietary. The
Professional agrees to treat as confidential (a) all information that is owned by the City and PFA,
or that relates to the business of the City and PFA, or that is used by the City and PFA in carrying
on business, and (b) all information that is proprietary to a third party (including but not limited to
customers and suppliers of the City and/or PFA). The Professional shall not disclose any such
information to any person not having a legitimate need-to-know for purposes authorized by the
City and/or PFA. Further, the Professional shall not use such information to obtain any economic
or other benefit for itself, or any third party, except as specifically authorized by the City and/or
PFA.
The foregoing to the contrary notwithstanding, the Professional understands that it shall have no
obligation under this Agreement with respect to information and material that (a) becomes
generally known to the public by publication or some means other than a breach of duty of this
Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the
request for such disclosure is proper and the disclosure does not exceed that which is required.
In the event of any disclosure under (b) above, the Professional shall furnish a copy of this
Agreement to anyone to whom it is required to make such disclosure and shall promptly advise
the City and PFA in writing of each such disclosure.
In the event that the Professional ceases to perform services for the City and PFA, or the City
and/or PFA so requests for any reason, the Professional shall promptly return to the City and PFA
any and all information described hereinabove, including all copies, notes and/or summaries
(handwritten or mechanically produced) thereof, in its possession or control or as to which it
otherwise has access.
The Professional understands and agrees that the City and PFA’s remedies at law for a breach
of the Professional’s obligations under this Confidentiality Agreement may be inadequate and that
the City and PFA shall, in the event of any such breach, be entitled to seek equitable relief
(including without limitation preliminary and permanent injunctive relief and specific performance)
in addition to all other remedies provided hereunder or available at law.
DocuSign Envelope ID: 4CCF322D-9AEB-4A36-9B72-E7919FAD498C
DocuSign Envelope ID: 4CCF322D-9AEB-4A36-9B72-E7919FAD498C
DocuSign Envelope ID: 4CCF322D-9AEB-4A36-9B72-E7919FAD498C
DocuSign Envelope ID: 4CCF322D-9AEB-4A36-9B72-E7919FAD498C
DocuSign Envelope ID: 4CCF322D-9AEB-4A36-9B72-E7919FAD498C