HomeMy WebLinkAbout289879 UNITED MAILING - CONTRACT - AGREEMENT MISC - UNITED MARKETING, INC. DBA UNITED MAILINGOfficial Purchasing Document
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Services Agreement
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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" and UNITED MARKETING, INC. DBA UNITED MAILING, hereinafter
referred to as "Service Provider".
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 Service Provider agrees to provide services in accordance with the
scope of services attached hereto as Exhibit A, consisting of one (1) page and incorporated
herein by this reference.
2. Contract Period. This Agreement shall commence September 15, 2021, and shall continue
in full force and effect until September 14, 2022, unless sooner terminated as herein provided.
In addition, at the option of the City, 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 Service Provider and mailed no later than thirty (30) days
prior to contract end.
3. Delay. If either party is prevented in whole or in part from performing its obligations by
unforeseeable causes beyond its reasonable control and without its fault or negligence, then
the party so prevented shall be excused from whatever performance is prevented by such
cause. To the extent that the performance is actually prevented, the Service Provider must
provide written notice to the City of such condition within ten (10) days from the onset of such
condition.
4. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City
may terminate this Agreement at any time without cause by providing written notice of
termination to the Service Provider. 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:
Service Provider: City: Copy to:
United Marketing, Inc.
Dba United Mailing
Attn: Stacy Ray
3201 E Mulberry St., Unit D
Fort Collins, CO 80524
City of Fort Collins
Attn: Erin Shanley
PO Box 580
Fort Collins, CO 80522
eshanley@fcgov.com
City of Fort Collins
Attn: Purchasing Dept.
PO Box 580
Fort Collins, CO 80522
purchasing@fcgov.com
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stacy@unitedmailingnoco.com
In the event of early termination by the City, the Service Provider shall be paid for services
rendered to the date of termination, subject only to the satisfactory performance of the Service
Provider's obligations under this Agreement. Service Provider shall submit a final invoice
within ten (10) days of the effective date of termination. Undisputed invoices shall be paid Net
30 days of the date of the invoice. Such payment shall be the Service Provider's sole right
and remedy for such termination.
5. Compensation. The City shall pay the Service Provider for the performance of this Contract,
subject to additions and deletions provided herein, as per the attached Exhibit B, consisting
of one (1) page, and incorporated herein by this reference.
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 Service Provider following the submittal of a
correct itemized invoice by the Service Provider. The City is 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 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, 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 shall have no obligation to
continue this Agreement in any fiscal year for which no such supporting appropriation has
been made.
7. City Representative. The City will designate, prior to commencement of the work, its
representative who shall make, within the scope of his or her authority, all necessary and
proper decisions with reference to the services provided under this agreement. All requests
concerning this agreement shall be directed to the City Representative.
8. Independent Service Provider. The services to be performed by Service Provider are those
of an independent service provider and not of an employee of the City of Fort Collins. The
City shall not be responsible for withholding any portion of Service Provider's compensation
hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or
for any other purpose.
9. Subcontractors. Service Provider may not subcontract any of the Work set forth in the Exhibit
A, Statement of Work without the prior written consent of the City, which shall not be
unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of
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the City), 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, nor will it obligate the
City 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 to the same extent as the work of the Service Provider.
Irrespective of any subcontractors named in Exhibit A, Service Provider shall be solely
responsible for performance of all duties hereunder.
10. Personal Services. It is understood that the City enters into the Agreement based on the
special abilities of the Service Provider and that this Agreement shall be considered as an
agreement for personal services. Accordingly, the Service Provider shall neither assign any
responsibilities nor delegate any duties arising under the Agreement without the prior written
consent of the City.
11. Acceptance Not Waiver. The City'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 under this Agreement or cause of action arising out of performance of this Agreement.
12. Warranty.
a. Service Provider warrants that all work performed hereunder shall be performed with the
highest degree of competence and care in accordance with accepted standards for work
of a similar nature.
b. Unless otherwise provided in the Agreement, all materials and equipment incorporated
into any work shall be new and, where not specified, of the most suitable grade of their
respective kinds for their intended use, and all workmanship shall be acceptable to City.
c. Service Provider warrants all equipment, materials, labor and other work, provided under
this Agreement, except City-furnished materials, equipment and labor, against defects and
nonconformances in design, materials and workmanship/workwomanship for a period, the
longer of; i) The original manufacturer’s warranty term; or ii). beginning with the start of
the work and ending twelve (12) months from and after final acceptance under the
Agreement, regardless whether the same were furnished or performed by Service
Provider or by any of its subcontractors of any tier. Upon receipt of written notice from
City of any such defect or nonconformances, the affected item or part thereof shall be
redesigned, repaired, or replaced by Service Provider in a manner and at a time
acceptable to City.
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 thereof.
14. Remedies. In the event a party has been declared in default, such defaulting party shall be
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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 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. Indemnity/Insurance.
a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents
and employees against and from any and all actions, suits, claims, demands or liability of
any character whatsoever brought or asserted for injuries to or death of any person or
persons, or damages to property arising out of, result from or occurring in connection with
the performance of any service hereunder.
b. The Service Provider shall take all necessary precautions in performing the work
hereunder to prevent injury to persons and property.
c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider
shall provide and maintain insurance coverage naming the City 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 Service
Provider before commencing services hereunder, shall deliver to the City's Purchasing
Director, purchasing@fcgov.com or P. O. Box 580, Fort Collins, Colorado 80522, one copy
of a certificate evidencing the insurance coverage required from an insurance company
acceptable to the City.
17. 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 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.
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18. Utilization by Other Agencies. [Optional] The City of Fort Collins 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 of Fort Collins
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 of Fort Collins 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 Service Provider. The
City’s concurrence hereunder is subject to the Service Provider’s commitment that this
authorization shall not have a negative impact on the work to be completed for the City.
19. Prohibition Against Unlawful Discrimination. The City, 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.
The City 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 also strictly prohibits unlawful harassment in the workplace, including
sexual harassment. Further, the City 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 requires its vendors to comply with the City’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.
20. 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.
21. Public Contracts for Services. Where applicable, the Service Provider verifies, warrants, and
agrees that it is aware of, and shall comply with, C.R.S. Sec. 8-17.5-101 and -102 in its
employment, contracting and subcontracting practices with respect to performing work under
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this Agreement. In the event the Service Provider fails to comply with any requirements of
C.R.S. Sec. 8-17.5-101 and -102, the City may terminate this Agreement for breach and, if so
terminated, the Service Provider shall be liable for actual and consequential damages.
22. Colorado Open Records Act. The City 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.
23. 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.
[Signature Page Follows]
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THE CITY OF FORT COLLINS, COLORADO
By:
Gerry Paul, Purchasing Director
Date:
ATTEST:
APPROVED AS TO FORM:
UNITED MARKETING, INC. DBA UNITED MAILING
By:
Printed:
Title:
Date:
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Accounts Manager
9/14/2021
Stacy Ray
Assistant City Attorney l
9/14/2021
Interim City Clerk
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EXHIBIT A
SCOPE OF SERVICES
The City is engaging the service provider to print postcards and provide mailing services for
Connexion, the City’s broadband utility.
While postcards are anticipated to be the primary item needed during the term of this
Agreement, other mailing formats may occasional be required. The City and Service Provider
reserve the right to negotiate any other such needs on a case-by-case basis during the term of
the agreement. Should other formats be required on a regular basis, the specifications and
pricing for the same shall be agreed to in writing by both parties by an amendment to this
Agreement.
Estimated Volume
The City anticipates the need for 500-800 postcards to be mailed on a weekly basis.
Postcard Specifications
The City will provide the Service Provider with the double sided design for a 4x6 postcard. The
Service Provider will be responsible for printing the 4x6 postcard on 111lb heavy card stock.
The City may elect to bulk print postcards, in which case the Service Provider will store excess
cards until use.
Mailing Services
The City will provide the Service Provider with an Excel spreadsheet on Monday or Tuesday of
each week with all mailing addresses to be used for that week’s bulk mailing. The City
recognizes that the Service Provider is not responsible for the accuracy of mailing lists supplied
by the City.
The Service Provider will address the corresponding number of postcards, create postal
certifications for discounted mail, sort and bundle into trays, and deliver to the Fort Collins Post
Office. The turnaround time for these services after receipt of the address list is approximately
2 business days.
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EXHIBIT B
PRICING SCHEDULE
The following pricing shall remain fixed for the initial term of this Agreement. Any applicable price
adjustments may only be negotiated and agreed to in writing at the time of renewal.
Item Quantity Unit Price Total
Bulk Postcard Printing 500 $ 0.2135 $ 106.75
2,000 $ 0.101 $ 202.00
5,000 $ 0.0785 $ 392.51
10,000 $ 0.071 $ 710.00
Mailing Services 500 N/A $ 100.00
800 N/A $ 125.50
Standard Rate Market Mail * 500 N/A $ 154.50
800 N/A $ 247.20
* Market Mail rates are set by the U.S. Postal Services (USPS) and may change during the
term of this Agreement. In the event that the USPS changes the rate for market mail, the rate
change will be passed through to the City by the Service Provider.
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EXHIBIT C
INSURANCE REQUIREMENTS
The Service Provider will provide, from insurance companies acceptable to the City, the insurance
coverage designated hereinafter and pay all costs. Before commencing work under this bid, the
Service Provider shall furnish the City 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, at its option, may
take out and maintain, at the expense of the Service Provider, such insurance as the City may
deem proper and may deduct the cost of such insurance from any monies which may be due or
become due the Service Provider under this Agreement.
Insurance certificates should show the certificate holder as follows:
City of Fort Collins
Purchasing Division
PO Box 580
Fort Collins, CO 80522
The City, its officers, agents and employees shall be named as additional insureds on the Service
Provider 's general liability and automobile 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 Service Provider shall maintain during
the life of this Agreement for all of the Service Provider'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 Service Provider 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. Automobile Liability. The Service Provider shall maintain during the life of this Agreement
such Automobile Liability insurance 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 Automobile Liability, shall not be less than $1,000,000 combined single limits for bodily
injury and property damage.
In the event any work is performed by a subcontractor, the Service Provider 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”) pursuant to
this Agreement (the “Agreement”), the Service Provider hereby acknowledges that it has been
informed that the City has 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 or its employees, customers or suppliers, which access is related to the performance
of services that the Service Provider has agreed to perform, the Service Provider 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 may be confidential and/or proprietary. The Service Provider
agrees to treat as confidential (a) all information that is owned by the City, or that relates to the
business of the City, or that is used by the City 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).
The Service Provider shall not disclose any such information to any person not having a legitimate
need-to-know for purposes authorized by the City. Further, the Service Provider 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.
The foregoing to the contrary notwithstanding, the Service Provider 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 Service Provider shall furnish a copy of this
Agreement to anyone to whom it is required to make such disclosure and shall promptly advise
the City in writing of each such disclosure.
In the event that the Service Provider ceases to perform services for the City, or the City so
requests for any reason, the Service Provider shall promptly return to the City 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 Service Provider understands and agrees that the City’s remedies at law for a breach of the
Service Provider’s obligations under this Confidentiality Agreement may be inadequate and that
the City 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.
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