HomeMy WebLinkAboutCONTRACT - MISC 2022 - FRONT RANGE RESPONSEOfficial 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 FRONT RANGE FREEDOM INSTITUTE, LLC DBA FRONT RANGE
RESPONSE, 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 May 15, 2022 and shall continue in full
force and effect until May 14, 2023, 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:
Front Range Freedom Institute, LLC
dba Front Range Response
Attn: Eric Whitwood
2614 S. Timberline Rd., Unit 109
Fort Collins, CO 80525
City of Fort Collins
Attn: Sarah Gagne
PO Box 580
Fort Collins, CO 80522
sgagne@fcgov.com
City of Fort Collins
Attn: Purchasing Dept.
PO Box 580
Fort Collins, CO 80522
purchasing@fcgov.com
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Official Purchasing Document
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Services Agreement
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frontrangeresponse@yahoo.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 A, 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
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
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Official Purchasing Document
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Services Agreement
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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.
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
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 themselves 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
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Official Purchasing Document
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Services Agreement
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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 B, 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.
18. 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, affirmatively ensures that for all contracts entered into with the City,
disadvantaged business enterprises are afforded a full and fair opportunity to bid on the
contract and are not to 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
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Official Purchasing Document
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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.
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., Service Provider represents and agrees that:
a. As of the date of this Agreement:
1) Service Provider does not knowingly employ or contract with a worker without
authorization who will perform work under this Agreement; and
2) Service Provider 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. Service Provider 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. Service Provider 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 Service Provider obtains actual knowledge that a subcontractor performing work under
this Agreement knowingly employs or contracts with a worker without authorization,
Service Provider shall:
1) Notify such subcontractor and the City within three days that Service Provider 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 Service Provider shall
not terminate the contract with the subcontractor if during such three days the
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Official Purchasing Document
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subcontractor provides information to establish that the subcontractor has not
knowingly employed or contracted with a worker without authorization.
e. Service Provider 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 Service Provider 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, Service Provider shall be liable for actual and consequential
damages to the City arising out of Service Provider’s violation of Subsection 8-17.5-102,
C.R.S.
g. The City will notify the Office of the Secretary of State if Service Provider violates this
provision of this Agreement and the City terminates the Agreement for such breach.
21. 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.
22. Special Provisions. Special provisions or conditions relating to the services to be performed
pursuant to this Agreement are set forth in Exhibit C - Confidentiality, consisting of one (1)
page, attached hereto, and incorporated herein by this reference.
[Signature Page Follows]
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Official Purchasing Document
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THE CITY OF FORT COLLINS, COLORADO
By:
Gerry Paul, Purchasing Director
Date:
ATTEST:
APPROVED AS TO FORM:
FRONT RANGE FREEDOM INSTITUTE, LLC
DBA FRONT RANGE RESPONSE
By:
Printed:
Title:
Date:
DocuSign Envelope ID: C5CADC7D-51C8-4378-AD6C-32161AF3D001
Manager
5/27/2022
Eric Whitwood
Assistant City Attorney
6/9/2022
City Clerk
Official Purchasing Document
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EXHIBIT A
SCOPE OF SERVICES & COMPENSATION
Service Provider will conduct Ultimate Babysitter Bootcamp, a recreation class for ages 11-16.
Classes will be conducted at various City facilities. Times, locations and frequency of classes
will be negotiated between the Service Provider and City Representative. Class topics will
include business and leadership principles, discipline, communication, safe play, basic care for
infants and children, disaster preparedness, accident prevention, how to recognize and respond
to emergencies, infant and child CPR, choking, and basic first aid. Students completing the
course will receive a certification from the American Safety and Health Institute. Each class
lasts approximately 6 hours.
The City will be responsible for class advertising and attendee registration. Service Provider’s
minimum class registration requirement is 6 individuals. If minimum registration for a class is
not met by the registration deadline, the City will notify the Service Provider, and the Service
Provider will be given the option of running the smaller class or canceling it.
In consideration of the services described herein, the City will pay the Service Provider a
revenue share percentage of seventy percent (70%) of the total per attendee registration fee.
Service Provider will invoice the City on a monthly or quarterly basis for its revenue percentage
of all classes conducted during the prior month or quarter. The City pays invoice Net 30 days.
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EXHIBIT B
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.
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 C
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.
DocuSign Envelope ID: C5CADC7D-51C8-4378-AD6C-32161AF3D001
DocuSign Envelope ID: C5CADC7D-51C8-4378-AD6C-32161AF3D001
DocuSign Envelope ID: C5CADC7D-51C8-4378-AD6C-32161AF3D001