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HomeMy WebLinkAbout- - (10)Official Purchasing Document Last updated 5/2024 Services Agreement JJPratt Enterprises, LLC - 2024 Page 1 of 18 SERVICES AGREEMENT This SERVICES AGREEMENT (AGREEMENT) made and entered into the day and year set forth in the Agreement Period section below by and between the CITY OF FORT COLLINS, COLORADO, a Colorado Municipal Corporation, (CITY) and JJPRATT ENTERPRISES, LLC, a(n) Wyoming limited liability company, (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 (Services) attached hereto as Exhibit A, consisting of one (1) page and incorporated herein. Irrespective of references to named third parties in this AGREEMENT and its Exhibits, the SERVICE PROVIDER shall be solely responsible for performance of all duties hereunder. 2. Changes. The CITY may, at any time during the term of the AGREEMENT, make changes to the AGREEMENT. Such changes shall be agreed upon in writing by the parties. 3. Agreement Period. This AGREEMENT shall commence May 23, 2024 (the Effective Date) and shall continue in full force and effect until September 30, 2024, unless sooner terminated as herein provided. 4. Early Termination by CITY. Notwithstanding the time periods contained herein, the CITY may terminate this AGREEMENT at any time without cause or penalty by providing at least ten (10) calendar days written notice of termination to the SERVICE PROVIDER. 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) calendar days of the effective date of termination. 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 addresses: SERVICE PROVIDER: CITY: Copy to: JJPratt Enterprises, LLC Attn: Jim Pratt PO Box 551 Pine Bluffs, WY 82082 jimjenpratt@hotmail.com City of Fort Collins Attn: Dan Martinez PO Box 580 Fort Collins, CO 80522 dmartinez@fcgov.com City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 purchasing@fcgov.com DocuSign Envelope ID: AF3AC357-1E0B-474E-8414-0D225B1ECB5D Official Purchasing Document Last updated 5/2024 Services Agreement JJPratt Enterprises, LLC - 2024 Page 2 of 18 All notices under this AGREEMENT shall be written. 6. Compensation. In consideration of the Services to be performed pursuant to this AGREEMENT, the CITY agrees to pay the SERVICE PROVIDER Nine Thousand Seven Hundred Ninety Five Dollars ($9,795.00) in accordance with Exhibit A consisting of one (1) page, attached and incorporated herein. Monthly partial payments based upon the SERVICE PROVIDER's billings and itemized statements are permissible. The amounts of all such partial payments shall be based upon the SERVICE PROVIDER's CITY-verified progress in completing the Services to be performed pursuant hereto and upon the CITY's approval of the SERVICE PROVIDER's actual reimbursable expenses. Final payment shall be made following acceptance by the CITY of the Services. Invoices shall be emailed to invoices@fcgov.com with a copy to the CITY Project Manager. The cost of the Services 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 undisputed invoices on Net 30 days from the date of the invoice submittal to the CITY or, for disputed invoices, Net 30 days from the date of CITY Project Manager’s approval. 7. Design and Service Standards. The SERVICE PROVIDER warrants and shall be responsible for the professional quality, technical accuracy, accessibility requirements under ADA and Public Accommodations and Technology Accessibility sections below, timely completion and the coordination of all Services rendered by the SERVICE PROVIDER, and the Project Instruments as defined in the Project Instruments and License section below. The SERVICE PROVIDER shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies from such standards. 8. Indemnification. The SERVICE PROVIDER shall indemnify, defend, and hold harmless the CITY and its officers and employees, to the maximum extent permitted under Colorado law, against and from any and all actions, suits, claims, demands, or liability of any character whatsoever claimed by the SERVICE PROVIDER or third parties against the CITY arising out of or related to this AGREEMENT (including but not limited to contract, tort, intellectual property, accessibility, or otherwise). This obligation extends to reimbursement of the CITY's defense costs and reasonable attorney’s fees. 9. Insurance. The SERVICE PROVIDER shall maintain insurance in accordance with Exhibit B consisting of one (1) page, attached and incorporated herein. 10. Appropriation. To the extent this AGREEMENT or any provision in it. requires payment of any nature in fiscal years subsequent to the current fiscal year and constitutes a multiple fiscal year debt or financial obligation of the CITY, it shall be subject to annual appropriation by Fort Collins 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 DocuSign Envelope ID: AF3AC357-1E0B-474E-8414-0D225B1ECB5D Official Purchasing Document Last updated 5/2024 Services Agreement JJPratt Enterprises, LLC - 2024 Page 3 of 18 have no obligation to continue this AGREEMENT in any fiscal year for which there are no pledged cash reserves or supporting appropriations pledged irrevocably for purposes of payment obligations herein. Non-appropriation by the CITY shall not be construed as a breach of this AGREEMENT. 11. Project Instruments and License. a. Upon execution of this AGREEMENT, the SERVICE PROVIDER grants to the CITY an irrevocable, unlimited and royalty free license to use any and all sketches, drawings, as- builts, specifications, designs, blueprints, data files, calculations, studies, analysis, renderings, models, plans, reports, and other deliverables (Project Instruments), in any form whatsoever and in any medium expressed, for purposes of constructing, using, maintaining, altering and adding to the project, provided that the CITY substantially performs its obligations under the AGREEMENT. The license granted hereunder permits the CITY and third parties reasonably authorized by the CITY to reproduce applicable portions of the Project Instruments for use in performing the Services or construction for the project. In addition, the license granted hereunder shall permit the CITY and third parties reasonably authorized by the CITY to reproduce and use the Project Instruments for similar projects, provided however, in such event the SERVICE PROVIDER shall not be held responsible for the design to the extent the CITY deviates from the Project Instruments. This license shall survive termination of the AGREEMENT by default or otherwise. b. Upon payment of each invoice, associated Project Instruments rendered by the SERVICE PROVIDER shall become the CITY’s property. The SERVICE PROVIDER shall provide the CITY with the Project Instruments in electronic format in a mutually agreed upon file type. 12. CITY Project Manager. The CITY will designate, before commencement of the Services, the CITY Project Manager who will make, within the scope of their authority, all necessary and proper decisions with reference to the Services provided under this AGREEMENT. All requests for contract interpretations, change order, and other clarification or instruction shall be directed to the CITY Project Manager. 13. Independent Contractor. The Services to be performed by the SERVICE PROVIDER are those of an independent contractor and not of an employee of the CITY. The CITY shall not be responsible for withholding or remitting any portion of SERVICE PROVIDER's compensation hereunder or any other amounts on behalf of SERVICE PROVIDER for the payment of FICA, Workmen's Compensation, unemployment insurance, other taxes or benefits or for any other purpose. 14. 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. DocuSign Envelope ID: AF3AC357-1E0B-474E-8414-0D225B1ECB5D Official Purchasing Document Last updated 5/2024 Services Agreement JJPratt Enterprises, LLC - 2024 Page 4 of 18 15. Subcontractors/Subconsultants. SERVICE PROVIDER m may not subcontract any of the Work set forth in the subsequent Work Orders 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 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. The SERVICE PROVIDER shall require all subcontractor/subconsultants performing Service(s) hereunder to maintain insurance coverage naming the CITY as an additional insured under this AGREEMENT in accordance with Exhibit B The SERVICE PROVIDER shall maintain a copy of each subcontractor’s/subconsultant’s certificate evidencing the required insurance. Upon request, the SERVICE PROVIDER shall provide the CITY with a copy of the certificate(s) within two (2) business days. The SERVICE PROVIDER shall be responsible for any liability directly or indirectly arising out of the Services performed under this AGREEMENT by a subcontractor/subconsultant, which liability is not covered by the subcontractor/subconsultant's insurance. 16. Acceptance Not Waiver. The CITY's approval of Project Instruments furnished hereunder shall not in any way relieve the SERVICE PROVIDER of responsibility for the quality or technical accuracy of the Services. 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. 17. Warranty. a. SERVICE PROVIDER warrants that all Services performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for Services of a similar nature. b. SERVICE PROVIDER warrants all equipment, materials, labor and other Services, provided under this AGREEMENT, except CITY-furnished materials, equipment and labor, against defects and nonconformances in design, materials and Service quality for a period, the longer of; i.) The original manufacturer’s warranty term; or ii.) beginning with the start of the Services and ending twelve (12) months from and after final acceptance under the AGREEMENT, regardless of whether the same were furnished or performed by SERVICE PROVIDER or by any of its subcontractors/subconsultants of DocuSign Envelope ID: AF3AC357-1E0B-474E-8414-0D225B1ECB5D Official Purchasing Document Last updated 5/2024 Services Agreement JJPratt Enterprises, LLC - 2024 Page 5 of 18 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. 18. 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, that party may be declared in default upon notice. 19. Remedies. In the event a party has been declared in default, that defaulting party shall be allowed a period of ten (10) calendar days from the date of notice 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. In the event of a dispute between the parties regarding this AGREEMENT, each party shall bear its own attorney fees and costs, except as provided for in the Indemnification and Technology Accessibility sections. 20. Entire Agreement; Binding Effect; 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 the matter recited herein. This AGREEMENT supersedes any prior agreements, promises, or understandings as to the matter recited herein. The AGREEMENT 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. 21. Law/Severability. The laws of the State of Colorado and the City of Fort Collins Charter and Municipal Code shall govern the construction, interpretation, execution, and enforcement of this AGREEMENT—without regard to choice of law or conflict of law principles. 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 U.S. District Court for the District of Colorado. In the event any provision of this AGREEMENT shall be held invalid or unenforceable by any court of competent jurisdiction, that holding shall not invalidate or render unenforceable any other provision of this AGREEMENT. 22. Prohibition Against Unlawful Discrimination. The SERVICE PROVIDER acknowledges that DocuSign Envelope ID: AF3AC357-1E0B-474E-8414-0D225B1ECB5D Official Purchasing Document Last updated 5/2024 Services Agreement JJPratt Enterprises, LLC - 2024 Page 6 of 18 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); C.R.S. § 24-34-401, and any associated State or Federal laws and regulations 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. Pursuant to CITY 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 SERVICE PROVIDER shall 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. 23. ADA and Public Accommodations. In performing the Services required hereunder, the SERVICE PROVIDER agrees to meet all requirements of the Americans with Disabilities Act of 1990, C.R.S. § 24-85-101, and all applicable rules and regulations (ADA), and all applicable Colorado public accommodation laws, which are imposed directly on the SERVICE PROVIDER or which would be imposed on the CITY as a public entity. 24. Technology Accessibility. The SERVICE PROVIDER represents that the Project Instruments hereunder, shall fully comply with all applicable provisions of C.R.S. § 24-85-101, and the Accessibility Standards for Individuals with a Disability, as established by the State of Colorado Governor’s Office of Information Technology (OIT) pursuant to C.R.S. § 24-85-103 (2.5), including all updates and amendments to those standards as provided by the OIT. The SERVICE PROVIDER shall also comply with all State of Colorado technology standards related to technology accessibility and with Level AA of the most current version of the Web Content Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology standards. To confirm that the Project Instruments meet these standards, the SERVICE PROVIDER may be required to demonstrate compliance.  The SERVICE PROVIDER shall indemnify, save, and hold harmless the CITY against any and all costs, expenses, claims, damages, liability, court awards and other amounts (including attorneys’ fees and related costs) incurred by the CITY in relation to the SERVICE PROVIDER’s failure to comply with C.R.S. § 24-85-101, or the Accessibility Standards for Individuals with a Disability as established by OIT pursuant to C.R.S. § 24-85-103 (2.5). The CITY may require the SERVICE PROVIDER’s compliance to the State’s Accessibility Standards to be determined by a third party selected by the CITY to attest to the Project Instruments and software compliance with C.R.S. § 24-85-101, and the Accessibility Standards for Individuals with a Disability as established by OIT pursuant to C.R.S. § 24-85-103 (2.5). DocuSign Envelope ID: AF3AC357-1E0B-474E-8414-0D225B1ECB5D Official Purchasing Document Last updated 5/2024 Services Agreement JJPratt Enterprises, LLC - 2024 Page 7 of 18 25. Data Privacy. SERVICE PROVIDER will comply with all applicable data privacy regulations and laws, specifically including Colorado’s Privacy Act, C.R.S § 6-1-1301 (the Privacy Act). SERVICE PROVIDER shall ensure that each person processing any personal data connected to the Services is subject to a duty of confidentiality with respect to the data. If applicable, SERVICE PROVIDER shall require that any subcontractors meet the obligations of SERVICE PROVIDER with respect to any personal data connected to this AGREEMENT. The Parties agree that upon termination of the Services that SERVICE PROVIDER shall, at the CITY’s choice, delete or return all personal data to the CITY unless retention of the personal data is required by law. SERVICE PROVIDER shall make available to the CITY all information necessary to demonstrate compliance with the obligations of the Privacy Act. SERVICE PROVIDER shall allow for, and contribute to, reasonable audits and inspections by the CITY or the CITY’s designated auditor. 26. 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, and under any other applicable law. 27. Colorado Open Records Act. The SERVICE PROVIDER acknowledges the CITY is a governmental entity subject to the Colorado Open Records Act, C.R.S. § 24-72-201 (CORA), and documents in the CITY’s possession may be considered public records subject to disclosure under the CORA. 28. Delay. Time is of the essence. Subject to Force Majeure , if the SERVICE PROVIDER is temporarily delayed in whole or in part from performing its obligations, then the SERVICE PROVIDER shall provide written notice to the CITY within two (2) business days defining the nature of the delay. Provision of written notice under this Section shall not operate as a waiver of any rights or benefits provided to the CITY under this AGREEMENT. 29. 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 party that 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 affected 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 SERVICE PROVIDER must provide notice to the CITY of such condition within ten (10) calendar days from the onset of such condition. 30. Dust Control. The SERVICE PROVIDER shall abide by the City of Fort Collins “Dust Control and Prevention Manual,” which is available for public download at https://www. fcgov.com/ DocuSign Envelope ID: AF3AC357-1E0B-474E-8414-0D225B1ECB5D Official Purchasing Document Last updated 5/2024 Services Agreement JJPratt Enterprises, LLC - 2024 Page 8 of 18 airquality/pdf/dust-prevention-and-control-manual.pdf, and is incorporated herein by this reference. The CITY has implemented this manual for all projects performed for the CITY or located within Fort Collins city limits. 31. 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 four (4) pages, incorporated herein. 32. Order of Precedence. In the event of a conflict or inconsistency within this AGREEMENT, the conflict or inconsistency shall be resolved by giving preference to the documents in the following order of priority: a. The body of this AGREEMENT (and any written amendment), b. Exhibits to this AGREEMENT, and c. The Purchase Order document. 33. Prohibited Terms. Nothing in any Exhibit or other attachment shall be construed as a waiver of any provision above. Any terms included in any Exhibit or other attachment that requires the CITY to indemnify or hold SERVICE PROVIDER harmless; requires the CITY to agree to binding arbitration; limits SERVICE PROVIDER’s liability; or that conflicts with statute, City Charter or City Code in any way, shall be void. [Signature Page Follows] DocuSign Envelope ID: AF3AC357-1E0B-474E-8414-0D225B1ECB5D Official Purchasing Document Last updated 5/2024 Services Agreement JJPratt Enterprises, LLC - 2024 Page 9 of 18 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul, Purchasing Director Date: ATTEST: APPROVED AS TO FORM: JJPRATT ENTERPRISES, LLC By: Printed: Title: Date: DocuSign Envelope ID: AF3AC357-1E0B-474E-8414-0D225B1ECB5D 5/22/2024 Owner Jim Pratt Assistant City Attorney ll 5/23/2024 Interim City Clerk Official Purchasing Document Last updated 5/2024 Services Agreement JJPratt Enterprises, LLC - 2024 Page 10 of 18 EXHIBIT A SCOPE OF SERVICES DocuSign Envelope ID: AF3AC357-1E0B-474E-8414-0D225B1ECB5D Official Purchasing Document Last updated 5/2024 Services Agreement JJPratt Enterprises, LLC - 2024 Page 11 of 18 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, 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 Worker’s Compensation and Employer’s Liability insurance 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 General 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 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 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. a. If Service Provider opts to not include Automotive Liability insurance, the City requires that the Service Provider complete EXHIBIT D – CERTIFICATE OF EXEMPTION FROM VEHICLE LIABILITY INSURANCE AND ACKNOWLEDGEMENT OF RISK/HOLD HARMLESS AGREEMENT D. Errors and Omissions. The SERVICE PROVIDER shall maintain errors and omissions DocuSign Envelope ID: AF3AC357-1E0B-474E-8414-0D225B1ECB5D Official Purchasing Document Last updated 5/2024 Services Agreement JJPratt Enterprises, LLC - 2024 Page 12 of 18 insurance in the amount of $1,000,000. E. Cybersecurity. The SERVICE PROVIDER shall maintain cybersecurity insurance in the amount of $5,000,000. DocuSign Envelope ID: AF3AC357-1E0B-474E-8414-0D225B1ECB5D Official Purchasing Document Last updated 5/2024 Services Agreement JJPratt Enterprises, LLC - 2024 Page 13 of 18 EXHIBIT C CONFIDENTIALITY IN CONNECTION WITH THE SERVICES to be provided by SERVICE PROVIDER under this AGREEMENT, the parties agree to comply with reasonable policies and procedures with regard to the exchange and handling of confidential information and other sensitive materials between the parties, as set forth below. 1. Definitions. For purposes of this AGREEMENT, the party who owns the referenced information and is disclosing same shall be referenced as the “Disclosing Party.” The party receiving the Disclosing Party’s information shall be referenced as the “Receiving Party.” 2. Confidential Information. Confidential Information controlled by this AGREEMENT refers to information that is not public and/or is proprietary, including but not limited to location information, network security system, business plans, formulae, processes, intellectual property, trade secrets, designs, photographs, plans, drawings, schematics, methods, specifications, samples, reports, mechanical and electronic design drawings, customer lists, financial information, studies, findings, inventions, ideas, CITY customer identifiable information (including account, address, billing, consumption, contact, and other customer data), utility metering data, service billing records, customer equipment information. To the extent practical, Confidential Information shall be marked “Confidential” or “Proprietary.” Nevertheless, SERVICE PROVIDER shall treat as Confidential Information all customer identifiable information in any form, whether or not bearing a mark of confidentiality or otherwise requested by the CITY, including but not limited to the non-exclusive list of Confidential Information above. In the case of disclosure in non-documentary form of non- customer identifiable information, made orally or by visual inspection, the Disclosing Party shall have the right, or, if requested by the Receiving Party, the obligation to confirm in writing the fact and general nature of each disclosure within a reasonable time after it is made in order that it is treated as Confidential Information. Any information disclosed to the other party before the execution of this AGREEMENT and related to the services for which SERVICE PROVIDER has been engaged shall be considered in the same manner and be subject to the same treatment as the information disclosed after the execution of this AGREEMENT with regard to protecting it as Confidential Information. 3. Use of Confidential Information. Receiving Party hereby agrees that it shall use the Confidential Information solely for the purpose of performing its obligations under this AGREEMENT and not in any way detrimental to Disclosing Party. Receiving Party agrees to use the same degree of care Receiving Party uses with respect to its own proprietary or confidential information, which in any event shall result in a reasonable standard of care to prevent unauthorized use or disclosure of the Confidential Information. Except as otherwise provided herein, Receiving Party shall keep confidential and not disclose the Confidential Information. The CITY and SERVICE PROVIDER shall cause each of their directors, officers, employees, agents, representatives, and subcontractors to become familiar with, and abide by, the terms of this Exhibit, which shall survive this AGREEMENT as an on-going obligation of the Parties. SERVICE PROVIDER shall not use such information to obtain any economic or other benefit for itself, or any third party, other than in the performance of obligations under this DocuSign Envelope ID: AF3AC357-1E0B-474E-8414-0D225B1ECB5D Official Purchasing Document Last updated 5/2024 Services Agreement JJPratt Enterprises, LLC - 2024 Page 14 of 18 AGREEMENT. 4. Exclusions from Definition. The term “Confidential Information” as used herein does not include any data or information which is already known to the Receiving Party or which before being divulged by the Disclosing Party: (a) was generally known to the public through no wrongful act of the Receiving Party; (b) has been rightfully received by the Receiving Party from a third party without restriction on disclosure and without, to the knowledge of the Receiving Party, a breach of an obligation of confidentiality; (c) has been approved for release by a written authorization by the other party hereto; or (d) has been disclosed pursuant to a requirement of a governmental agency or by operation of law, subject to Paragraph 5 below. 5. Required Disclosure. Notwithstanding Paragraph 4(d) above, if the Receiving Party receives a request (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process, or by federal, state, or local law, including without limitation, the Colorado Open Records Act) to disclose any Confidential Information, the Parties agree the Receiving Party will provide the Disclosing Party with immediate notice of such request, so the Disclosing Party may seek an appropriate protective order before disclosure or waive the Receiving Party’s compliance with this Exhibit. The Receiving Party shall furnish a copy of this Exhibit with any disclosure. Notwithstanding this Paragraph 5, Receiving Party shall not disclose Confidential Information to any person, directly or indirectly, nor use it in any way, except as required by law or authorized in writing by Disclosing Party. 6. Red Flags Rules. If applicable, SERVICE PROVIDER must implement reasonable policies and procedures to detect, prevent and mitigate the risk of identity theft in compliance with the Identity Theft Red Flags Rules found at 16 Code of Federal Regulations part 681. Further, SERVICE PROVIDER must take appropriate steps to mitigate identity theft if it occurs with any of the CITY’s covered information and must notify the CITY in writing within twenty-four (24) hours of discovery of any breaches of security or Red Flags to the CITY. 7. Data Protection and Data Security. SERVICE PROVIDER shall have in place information security safeguards designed to conform to or exceed industry best practices regarding the protection of the confidentiality, integrity and availability of Confidential Information and shall have written agreements requiring any subcontractor to meet those standards. These information security safeguards (the “Information Security Program”) shall be materially consistent with, or more stringent than, the safeguards described in this Exhibit. (a) SERVICE PROVIDER’s information security safeguards shall address the following elements: • Data Storage, Backups and Disposal • Logical Access Control (e.g., Role-Based) • Information Classification and Handling DocuSign Envelope ID: AF3AC357-1E0B-474E-8414-0D225B1ECB5D Official Purchasing Document Last updated 5/2024 Services Agreement JJPratt Enterprises, LLC - 2024 Page 15 of 18 • Secure Data Transfer (SFTP and Data Transfer Specification) • Secure Web Communications • Network and Security Monitoring • Application Development Security • Application Security Controls and Procedures (User Authentication, Security Controls, and Security Procedures, Policies and Logging) • Incident Response • Vulnerability Assessments • Hosted Services • Personnel Security (b) Subcontractors. SERVICE PROVIDER may use subcontractors, though such activity shall not release or absolve SERVICE PROVIDER from the obligation to satisfy all conditions of this AGREEMENT, including the data security measures described in this Exhibit, and to require a substantially similar level of data security, appropriate to the types of services provided and Confidential Information received, for any subcontractor SERVICE PROVIDER may use. Accordingly, any release of data, confidential information, or failure to protect information under this AGREEMENT by a subcontractor or affiliated party shall be attributed to SERVICE PROVIDER and may be considered to be a material breach of this AGREEMENT. 8. Information Storage. Confidential Information is not to be stored on any local workstation, laptop, or media such as CD/DVD, USB drives, external hard drives or other similar portable devices unless the SERVICE PROVIDER can ensure security for the Confidential Information so stored. Workstations or laptops to be used in the Services will be required to have personal firewalls on each, as well as have current, active anti-virus definitions. 9. Continuing Obligation. The agreement not to disclose Confidential Information as set forth in this Exhibit shall apply during the term of the Services and or AGREEMENT and at any time thereafter unless specifically authorized by the CITY in writing. 10. Termination Remedy. If SERVICE PROVIDER breaches any of the terms of this Exhibit, in the CITY’s sole discretion, the CITY may immediately terminate this AGREEMENT and withdraw SERVICE PROVIDER’s right to access Confidential Information. 11. Return of Information. Notwithstanding any other provision of this AGREEMENT to provide Project Instruments and work product, all material, i.e., various physical forms of media in which Confidential Information is stored, including but not limited to writings, drawings, tapes, diskettes, prototypes or products, shall remain the sole property of the Disclosing Party and, upon request, shall be promptly returned, together with all copies thereof to the Disclosing Party. Upon return of such materials, all digital and electronic data shall also be deleted in a non-restorable way by which it is no longer available to the Receiving Party. Upon Disclosing Party’s request, written verification of the deletion (including date of deletion) is to be provided to the Disclosing Party within ten (10) days after completion of engagement, whether it be via termination, completion or otherwise. 12. Injunctive Relief. SERVICE PROVIDER Receiving Party acknowledges that the Disclosing DocuSign Envelope ID: AF3AC357-1E0B-474E-8414-0D225B1ECB5D Official Purchasing Document Last updated 5/2024 Services Agreement JJPratt Enterprises, LLC - 2024 Page 16 of 18 Party may, based upon the representations made in this AGREEMENT, disclose security information that is critical to the continued success of the Discloser’s business. Accordingly, Receiving Party agrees that the Disclosing Party does not have an adequate remedy at law for breach of this AGREEMENT and therefore, the Disclosing Party shall be entitled, as a non- exclusive remedy, and in addition to an action for damages, to seek and obtain an injunction or decree of specific performance or any other remedy, from a court of competent jurisdiction to enjoin or remedy any violation of this AGREEMENT. DocuSign Envelope ID: AF3AC357-1E0B-474E-8414-0D225B1ECB5D Official Purchasing Document Last updated 5/2024 Services Agreement JJPratt Enterprises, LLC - 2024 Page 17 of 18 EXHIBIT D CERTIFICATE OF EXEMPTION FROM VEHICLE LIABILITY INSURANCE AND ACKNOWLEDGEMENT OF RISK/HOLD HARMLESS AGREEMENT I, JIM PRATT , as an owner in JJPRATT ENTERPRISES, LLC , a Limited Liability Company, with a principal address of PO BOX 551, PINE BLUFFS, WY 82082, certify to the City of Fort Collins, Colorado (the “City”) that the aforementioned business will not utilize any motor vehicles in the course of providing services to the City. On behalf of said business and its officers, agents, insurers, heirs, legal representatives, successors and assigns (collectively the “Business”), I warrant that I have full authority to execute this Certificate on behalf of the Business. I warrant the Business understands and complies with the motor vehicle insurance requirements as required by law. If the nature of the Business’s work for the City changes in such a manner that vehicles will be used in the provision of services to the City, the Business shall provide the City with a Certificate of Insurance evidencing proof of Vehicle Liability Insurance coverage in the amount of $1,000,000 with the City as a named additional insured. The Business shall provide such Certificate of Insurance prior to utilization of any vehicles in the provision of services to the City. On behalf of the Business, I acknowledge the Business shall maintain at all times vehicle insurance in accordance with minimum requirements as required by law. The Business does hereby waive, release and forever discharge and hold harmless the City, its officers, employees, agents and insurers from any and all liability, damages, claims, causes of action and demands with respect to any bodily injury, personal injury, illness, death, and property damage that arises from the performance of the Agreement, either in law or equity, whether caused by the negligence or breach of contract of the City its officers, employees, agents and insurers or otherwise. The Business also understands that the City, its officers, employees, agents and insurers do not assume any responsibility for, or obligation to, provide the Business with financial assistance or other assistance, including but not limited to medical, health, or disability insurance in the event of any bodily injury, personal injury, illness or death The Business agrees to defend, indemnify, and hold harmless the City from any and all such claims. By signing this Certificate, the Business acknowledges that it is responsible and liable for all vehicle-related liabilities, and further requests the City waive its requirement of Vehicle Liability Insurance. BUSINESS: By: Printed: Title: DocuSign Envelope ID: AF3AC357-1E0B-474E-8414-0D225B1ECB5D JJPRATT ENT LLC Owner Jim Pratt Official Purchasing Document Last updated 5/2024 Services Agreement JJPratt Enterprises, LLC - 2024 Page 18 of 18 Date: DocuSign Envelope ID: AF3AC357-1E0B-474E-8414-0D225B1ECB5D 5/22/2024 DocuSign Envelope ID: AF3AC357-1E0B-474E-8414-0D225B1ECB5D