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HomeMy WebLinkAboutAED EVERYWHERE INC - CONTRACT - AGREEMENT MISC - AED EVERYWHERE INCOfficial Purchasing Document Last updated 1/2023 Services Agreement MISC 2023 – AED Everywhere Page 1 of 14 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 AED EVERYWHERE, INC., a(n) Colorado corporation, 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 four (4) pages and incorporated herein by this reference. 2. Contract Period. This Agreement shall commence February 1, 2023 and shall continue in full force and effect until January 31, 2024, 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. 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. 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. Notices. All notices provided under this Agreement shall be effective immediately when emailed or three (3) business days from the date of the notice when mailed to the following DocuSign Envelope ID: 662321C5-5CB7-453C-9AE5-B8FCCEBEBF0D Official Purchasing Document Last updated 1/2023 Services Agreement MISC 2023 – AED Everywhere Page 2 of 14 addresses: Service Provider: City: Copy to: AED Everywhere, Inc. Attn: John Denison 3241 Nite Court Fort Collins, CO 0525 john@aedeverywhere.com City of Fort Collins Attn: Katie Andrews PO Box 580 Fort Collins, CO 80522 kandrews@fcgov.com City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 purchasing@fcgov.com 6. 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. 7. 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. 8. 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. 9. 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. 10. 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 DocuSign Envelope ID: 662321C5-5CB7-453C-9AE5-B8FCCEBEBF0D Official Purchasing Document Last updated 1/2023 Services Agreement MISC 2023 – AED Everywhere Page 3 of 14 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. 11. 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. 12. 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 . 13. 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. 14. 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. 15. 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 DocuSign Envelope ID: 662321C5-5CB7-453C-9AE5-B8FCCEBEBF0D Official Purchasing Document Last updated 1/2023 Services Agreement MISC 2023 – AED Everywhere Page 4 of 14 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. 16. 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. 17. 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. 18. 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. 19. Utilization by Other Agencies. 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. DocuSign Envelope ID: 662321C5-5CB7-453C-9AE5-B8FCCEBEBF0D Official Purchasing Document Last updated 1/2023 Services Agreement MISC 2023 – AED Everywhere Page 5 of 14 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. 20. 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 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. 21. 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. 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. DocuSign Envelope ID: 662321C5-5CB7-453C-9AE5-B8FCCEBEBF0D Official Purchasing Document Last updated 1/2023 Services Agreement MISC 2023 – AED Everywhere Page 6 of 14 24. Force Majeure. No Party hereto shall be considered in default in the performance of an obligation hereunder to the extent that performance of such obligation is delayed, hindered, or prevented by force majeure. Force majeure shall be any cause beyond the control of the defaulting Party which could not reasonably have been foreseen and guarded against. Force majeure includes, but is not limited to, acts of God, fires, riots, pandemics, incendiarism, interference by civil or military authorities, compliance with regulations or orders of military authorities, and acts of war (declared or undeclared), provided such cause could not have been reasonably foreseen and guarded against by the defaulting Party. Force majeure shall not include increases in labor, commodity, utility, material, supply, fuel, or energy costs, or compliance with regulations or orders of civil authorities. To the extent that the performance is actually prevented, the Consultant must provide written notice to the City of such condition within ten (10) days from the onset of such condition. [Signature Page Follows] DocuSign Envelope ID: 662321C5-5CB7-453C-9AE5-B8FCCEBEBF0D Official Purchasing Document Last updated 1/2023 Services Agreement MISC 2023 – AED Everywhere Page 7 of 14 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul, Purchasing Director Date: ATTEST: APPROVED AS TO FORM: AED EVERYWHERE, INC. By: Printed: Title: Date: DocuSign Envelope ID: 662321C5-5CB7-453C-9AE5-B8FCCEBEBF0D 2/2/2023 John Denison Sales Manager Assistant City Attorney 2/8/2023 City Clerk Official Purchasing Document Last updated 1/2023 Services Agreement MISC 2023 – AED Everywhere Page 8 of 14 EXHIBIT A SCOPE OF SERVICES I. BACKGROUND AND OBJECTIVE A. Objective The City of Fort Collins is engaging the Service Provider to provide maintenance services for the City’s Automated External Defibrillators (AEDs). The Service Provider will also provide new units for purchase by the City, should the need arise. B. Background The City of Fort Collins of has 99 active AED units located at 51 City-owned locations in Fort Collins. The City also owns 1 trainer unit. II. SCOPE OF WORK A. Maintenance The Service Provider’s primary responsibility under this Agreement will be to facilitate the maintenance of the City’s AED units, ensuring that the units remain in optimal operating condition at all times. To achieve this object, the Service Provider will offer a single point of contact and provide the following: • Medical oversight and direction • Written AED policies and procedures and/or review of the city’s current policies and procedures  Web-based tracking of monthly inspections performed by city employees using AED ProSense platform.  Inspection notification to AED monitors designated by the city and follow up with monitors for overdue inspections as well as notification to the city representative for inspections more than 45 days overdue  Replacement Kit for AED Plus parts - CHARGE-PAK™ Battery Charger (11403- 000001) and Infant/Child Reduced Energy Defibrillation Electrode (11101-000016) at specified locations.  Replacement Kit for CR2 parts - Pads (11101-000021) and battery (11141- 000165). Backup pads not implemented. • Formalized Dispatch (911) Notification Letters • Governmental AED registration • Post Sudden Cardiac Arrest event services • Post Event data download and physician review • Loaner unit provided within 48 hours of the use of a unit • Yearly onsite inspection conducted by AED Everywhere employee DocuSign Envelope ID: 662321C5-5CB7-453C-9AE5-B8FCCEBEBF0D Official Purchasing Document Last updated 1/2023 Services Agreement MISC 2023 – AED Everywhere Page 9 of 14  First inspection will verify AED and pad information and place QR codes for each AED Service Provider will also provide the City with access to its AED ProSense platform. A mobile device will be required to scan the QR codes for each AED checked by City employees each month. B. New Equipment The Service Provider should be able to provide the City with access to new AED units, should the City need to acquire additional units or replace existing ones. C. Training The Service Provide will offer on-site in-service training when new AEDs are purchased by the City. For existing equipment, on-site trainings can be arranged on a limited basis. The Service Provider also offers access to training videos, which are available to anyone by scanning the QR code on the AED cabinet. D. Current Equipment and Locations The following table lists the AED equipment currently utilized by the City along with its locations. Please note that this list may change during the course of this Agreement should any the City add any additional sites and equipment or replace any existing equipment. Site Address Zip Code AED Type AED Serial Number Administration 215 N. Mason 80522 LIFEPAK CR+ (auto)37136310 Aquatics - City Park Pool 1599 City Park Dr.80521 LIFEPAK CR+ (auto)34396028 Aquatics - EPIC (Edora Pool Ice Center)1801 Riverside Ave 80525 LIFEPAK CR+ (auto)31671265 Aquatics - EPIC (Edora Pool Ice Center)1801 Riverside Ave 80525 LIFEPAK CR+ (auto)31745984 Aquatics - Mulberry Pool 424 W. Mulberry St.80521 LIFEPAK CR+ (auto)34869720 Bob Cat Natural Area 10200 West County Road 32C 80538 LIFEPAK CR+ (auto)37185755 Bryan Street Park Shop 413 South Bryan Avenue 80521 LIFEPAK CR+ (semi)34518254 City Hall 300 LaPorte Ave. (West Bldg)80522 LIFEPAK CR+ (semi)34084030 City Park Nine Golf Course 411 South Bryan Avenue 80521 LIFEPAK CR+ (auto)31266583 City Safe Clinic 256 West Mountain 80521 LIFEPAK CR+ (auto)44940476 Club Tico 1599 City Park Drive 80521 LIFEPAK CR+ (auto)45558257 Collindale Golf Course 1441 East Horsetooth 80525 LIFEPAK CR+ (auto)34656223 Collindale Golf Course 1441 East Horsetooth 80525 LIFEPAK CR+ (auto)37185975 Drake Water Reclamation 3036 Environmental Dr.80525 LIFEPAK CR+ (auto)34730976 Drake Water Reclamation 3036 Environmental Dr.80525 LIFEPAK CR+ (auto)34123417 Drake Water Reclamation 3036 Environmental Dr.80525 LIFEPAK CR+ (auto)31641569 Edora Shop 1420 East Stuart Street 80525 LIFEPAK CR+ (auto)34372491 Fleet Services (Operation Services)835 Wood St.80521 LIFEPAK CR+ (auto)31746032 Flex Space 117 N. Mason 80524 LIFEPAK CR+ (auto)32056329 Foothills Activity Center 241 E. Foothills Parkway 80525 LIFEPAK CR+ (auto)44296644 Foothills Activity Center 241 E. Foothills Parkway 80525 LIFEPAK CR+ (auto)43326493 Fossil Creek Shop 5833 S. Lemay Ave 80525 LIFEPAK CR+ (auto)41548010 Ft. Collins Museum of Discovery 408 Mason Court 80524 LIFEPAK CR+ (auto)34107079 DocuSign Envelope ID: 662321C5-5CB7-453C-9AE5-B8FCCEBEBF0D Official Purchasing Document Last updated 1/2023 Services Agreement MISC 2023 – AED Everywhere Page 10 of 14 Site Address Zip Code AED Type AED Serial Number Gateway Natural Area 5216 Poudre Canyon Hwy 80512 LIFEPAK CR+ (auto)35185277 Gateway Natural Area 5216 Poudre Canyon Hwy 80512 LIFEPAK CR+ (auto)31746052 Grandview Cemetery 1900 West Mountain 80521 LIFEPAK Express (auto)33842175 Lincoln Center 417 W. Magnolia 80521 LIFEPAK CR+ (auto)31264602 Lincoln Center 417 W. Magnolia 80521 LIFEPAK CR+ (auto)31264586 Lincoln Center 417 W. Magnolia 80521 LIFEPAK CR+ (auto)32732802 Lincoln Center 417 W. Magnolia 80521 LIFEPAK CR+ (auto)34941175 Meadow Springs Ranch 6898 ER County Road 92 80612 LIFEPAK CR+ (auto)31745534 Meadow Springs Ranch 6898 ER County Road 92 80612 LIFEPAK CR+ (auto)46799730 Municipal Court 215 N. Mason St.80522 LIFEPAK CR+ (auto)43728014 Natural Resources 1745 Hoffman Mill Road 80524 LIFEPAK CR+ (auto)37185756 Natural Resources 1745 Hoffman Mill Road 80524 LIFEPAK CR+ (auto)37185981 Natural Resources 1745 Hoffman Mill Road 80524 LIFEPAK CR+ (auto)37185738 Natural Resources 1745 Hoffman Mill Road 80524 LIFEPAK CR+ (auto)37185989 Natural Resources 1745 Hoffman Mill Road 80524 LIFEPAK CR+ (auto)37185990 Natural Resources 1745 Hoffman Mill Road 80524 LIFEPAK CR+ (auto)31748376 NIX 1745 Hoffman Mill Road 80524 LIFEPAK CR+ (auto)33871611 NIX 1745 Hoffman Mill Road 80524 LIFEPAK CR+ (auto)42380206 NIX 1745 Hoffman Mill Road 80524 LIFEPAK CR+ (auto)43295344 NIX 1745 Hoffman Mill Road 80524 LIFEPAK CR+ (auto)43295353 NIX 1745 Hoffman Mill Road 80524 LIFEPAK CR+ (auto)43295371 NIX 1745 Hoffman Mill Road 80524 LIFEPAK CR+ (auto)43295377 NIX 1745 Hoffman Mill Road 80524 LIFEPAK CR+ (auto)43295378 Northside Aztlan Community Center (NAAC)112 E. Willow 80524 LIFEPAK CR+ (auto)34941189 Operation Services 300 Laporte Ave, East Bldg 80524 LIFEPAK CR2 WiFi (auto)49665548 Park - Roselawn Cemetery Office Building 2718 E. Mulberry 80524 LIFEPAK CR+ (auto)41157008 Park Maintenance 2982 Environmental Drive 80525 LIFEPAK CR2 WiFi (auto)50060241 Parks Department - Vehicles 220 N Howes 80521 LIFEPAK CR+ (auto)34392374 Parks Department - Vehicles 220 N Howes 80521 LIFEPAK CR+ (auto)34372370 PDT (Planning, Development and Transportation)281 N. College Suite 100 80524 LIFEPAK CR+ (auto)34978626 Police Department 2221 S. Timberline Road 80525 LIFEPAK CR+ (auto)38800137 Police Department 2221 S. Timberline Road 80525 LIFEPAK CR+ (auto)38800130 Police Department 2221 S. Timberline Road 80525 LIFEPAK CR+ (auto)34083400 Police Department 2221 S. Timberline Road 80525 LIFEPAK CR+ (auto)38800133 Police Department 2221 S. Timberline Road 80525 LIFEPAK CR+ (auto)38800143 Pottery Studio 1541 W. Oak Street 80521 LIFEPAK CR+ (auto)45115472 Primrose Studio (Natural Areas)4300 Michaud Lane 80521 LIFEPAK CR2 WiFi (auto)50070088 Rolland Moore Tennis Court 2201 S. Shields Street 80526 LIFEPAK CR+ (auto)45115471 Senior Center 1200 Raintree 80526 LIFEPAK CR+ (auto)34842835 Senior Center 1200 Raintree 80526 LIFEPAK Express (auto)33840940 Senior Center 1200 Raintree 80526 LIFEPAK Express (auto)33842499 Senior Center 1200 Raintree 80526 LIFEPAK CR+ (auto)45115473 Senior Center 1200 Raintree 80526 LIFEPAK CR+ (auto)32732787 South Transit Center 4915 Fossil Blvd 80525 LIFEPAK Express (auto)45134974 Southridge Golf Course 5750 South LeMay 80525 LIFEPAK CR+ (auto)31264479 Spring Canyon Shop 3156 S. Overland Trail 80525 LIFEPAK CR+ (auto)32613384 Streets 625 Ninth Street 80524 LIFEPAK CR+ (auto)40099490 Streets 625 Ninth Street 80524 LIFEPAK CR+ (auto)32050876 Streets Crushing Operations 1380 Hoffman Mill 80522 LIFEPAK Express (auto)33848345 The Farm at Lee Martinez Park 600 North Sherwood 80521 LIFEPAK CR+ (auto)44296643 The Gardens on Spring Creek 2145 Centre Avenue 80526 LIFEPAK CR+ (semi)31197592 Traffic Office 626 Linden Street 80524 LIFEPAK CR+ (auto)45092679 Transfort Maintenance Facility 6570 Portner Road 80525 LIFEPAK CR+ (auto)42657397 Transfort Maintenance Facility 6570 Portner Road 80525 LIFEPAK CR+ (auto)41022390 Transfort Maintenance Facility 6570 Portner Road 80525 LIFEPAK CR+ (auto)42657402 Transit Center 250 N. Mason 80524 LIFEPAK Express (auto)33840899 DocuSign Envelope ID: 662321C5-5CB7-453C-9AE5-B8FCCEBEBF0D Official Purchasing Document Last updated 1/2023 Services Agreement MISC 2023 – AED Everywhere Page 11 of 14 E. Laws and Regulations The Service Provider 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). F. COVID-19 Compliance The Service Provider 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. Site Address Zip Code AED Type AED Serial Number Utilities Service Center 700 Wood St.80521 LIFEPAK CR+ (auto)32058541 Utilities Service Center 700 Wood St.80521 LIFEPAK CR+ (auto)42808016 Utilities Service Center 700 Wood St.80521 LIFEPAK CR+ (auto)32152553 Utilities Service Center 700 Wood St.80521 LIFEPAK CR+ (auto)40243955 Utilities Service Center 700 Wood St.80521 LIFEPAK CR+ (auto)40321149 Utilities Service Center 700 Wood St.80521 LIFEPAK CR+ (auto)40321150 Utilities Service Center 700 Wood St.80521 LIFEPAK CR+ (auto)40323862 Utilities Service Center 700 Wood St.80521 LIFEPAK CR+ (auto)40323863 Utilities Service Center 700 Wood St.80521 LIFEPAK CR+ (auto)40991007 Utilities Service Center 700 Wood St.80521 LIFEPAK CR+ (auto)42222754 Utilities Service Center 700 Wood St.80521 LIFEPAK CR+ (auto)46157595 Utilities Service Center 700 Wood St.80521 LIFEPAK CR2 WiFi (auto)49664959 Utilities Service Center 700 Wood St.80521 LIFEPAK CR+ (auto)42808011 Utilities Service Center 700 Wood St.80521 LIFEPAK CR+ (auto)37595654 Utility Administration Building 222 La Porte Avenue 80521 LIFEPAK CR+ (auto)44260074 Water Meter Shop 700 Wood Street 80521 LIFEPAK CR+ (auto)32577651 Water Treatment 4316 La Porte Ave 80521 LIFEPAK CR2 USB (auto)50086124 Water Treatment 4316 La Porte Ave 80521 LIFEPAK CR2 USB (auto)50085408 Water Treatment 4316 La Porte Ave 80521 LIFEPAK CR2 USB (auto)50085623 Wellness Annex 214 North Howes 80522 LIFEPAK CR+ (auto)44674391 DocuSign Envelope ID: 662321C5-5CB7-453C-9AE5-B8FCCEBEBF0D Official Purchasing Document Last updated 1/2023 Services Agreement MISC 2023 – AED Everywhere Page 12 of 14 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. Part # Description Monthly Per Item Rate Quantity Monthly Total Maint-PS AED ProSense with Yearly onsite check of AEDs to include use of QR codes for AED status and AED training videos. Check ready indicator, pad dates, ready kit and cabinet battery. Install updates on AEDs as required. Download user information and ship new pads & batteries as required. $10.25 99 $1,014.75 ANNUAL MAINTENANCE TOTAL $12,177 Part # Description List Price City Price 99512-001434 LifePak CR2-USB - Automatic AED w/ handle $2,215.00 $1,645.00 AMP1013-AED Ready kit $35.00 $0.00 Decal Window AED Decal $5.00 $0.00 TL1 Wall Cabinet w/Alarm $199.00 $145.00 168-0056-001 3D AED Wall Sign $30.00 $15.00 DocuSign Envelope ID: 662321C5-5CB7-453C-9AE5-B8FCCEBEBF0D Official Purchasing Document Last updated 1/2023 Services Agreement MISC 2023 – AED Everywhere Page 13 of 14 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. DocuSign Envelope ID: 662321C5-5CB7-453C-9AE5-B8FCCEBEBF0D Official Purchasing Document Last updated 1/2023 Services Agreement MISC 2023 – AED Everywhere Page 14 of 14 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. DocuSign Envelope ID: 662321C5-5CB7-453C-9AE5-B8FCCEBEBF0D 1/19/2023 Ewing-Leavitt Insurance Agency, Inc. 4090 Clydesdale Parkway Suite 101 Loveland CO 80538 CL Central - Ewing Leavitt 888.243.1611 866.688.5709 clcewing@leavitt.com AED Everywhere Inc. 3241 Nite Ct. Fort Collins CO 80525 Auto-Owners Insurance Company 18988 22.23 GL HNOA A X X X X 74777532 9/16/2022 9/16/2023 1,000,000 300,000 10,000 1,000,000 2,000,000 2,000,000 A X X X 74777532 9/16/2022 9/16/2023 1,000,000 City of Fort Collins Purchasing Division is additional insured. Policy forms to follow. City of Fort Collins Purchasing Division PO Box 580 Fort Collins, CO 80522 The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person)$ PERSONAL &ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PER STATUTE OTH- ER E.L.EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes,describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S)AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INS025 (201401) DocuSign Envelope ID: 662321C5-5CB7-453C-9AE5-B8FCCEBEBF0D DocuSign Envelope ID: 662321C5-5CB7-453C-9AE5-B8FCCEBEBF0D