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HomeMy WebLinkAboutWORK OPTIONS GROUP - CONTRACT - CONTRACT - WORK OPTIONS GROUP MISC CONTRACTSERVICES 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 Work Options Group, 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: Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of three (3) pages, and incorporated herein by this reference. 2. Contract Period. This Agreement shall commence January 1, 2005, and shall continue in full force and effect until December 31, 2005 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. The Denver Boulder Greeley CPIU published by the Colorado State Planning and Budget Office will be used as a guide. Written notice of renewal shall be provided to the Service Provider and mailed no later than ninety (90) days prior to contract end. 3. 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 fifteen (15) 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 when mailed, postage prepaid and sent to the following addresses: SA 10/2004 City: City of Fort Collins Attn: Purchasing PO Box 580 Fort Collins, CO 80522 Copy To: City of Fort Collins, HR Attn: Benefits Administrator PO Box 580 Fort Collins, CO 80522 Service Provider: Work Option Group Attn: Susan McCotter 1445 Dixon Ave Ste 200 Lafayette, CO 80026 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. Such payment shall be the Service Provider's sole right and remedy for such termination. 4. Contract Sum. The City shall pay the Service provider for the performance of this Contract, subject to additions and deletions provided herein, the Fees and Costs per Exhibit "A", consisting of three (3) pages, and incorporated herein by this reference. 5. 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. 6. 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. 7. 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. SA 10/2004 2 8. 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. 9. 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. 10. 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 himself of any other remedy at law or equity. If the non -defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non - defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. 11. Bindinq Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties 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. 12. 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 SA 1 0/2004 3 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) pages, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Director of Purchasing and Risk Management, 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. 13. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 14. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. 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. ATTEST: ...._._. CO ATE SECRETARY CITY OF FORT COLLINS, COLORADO a municipal corporation Jams . O'Neill II, CPPO, FNIGP Direc of Purchasing and Risk Management Date: Work Opti ea By: r ci 'i ,, PRINT N!}I T CORPORATE PRESIDENT OR VICE PRESIDENT Date: // // S /', / (Cor orat6 Seal) sn 10/2004 4 EXHIBIT "A" Work Options Group (hereinafter referred to as "SERVICE PROVIDER") will provide Work Life Options described below (hereinafter referred to as "WLO"): And, whereas SERVICE PROVIDER desires to provide WLO to the City of Fort Collins, the following is applicable: a. Programs and services included in WLO shall include the following: 1. Child In -Home Backup Care 2. Adult/Elder In -Home Backup Care 3. Child Drop -In Center Backup Care 4. Child Care Information and Referral Services 5. Adult/Elder Care Information and Referral Services 6. Pet Care Information and Referral Services 7. Discount Services 8. Internet Wellness Library 9. Wellness Rebate - $25 per year per employee 10. Work Life Options WebCARE Services b. WLO includes an employee hourly co -payment of $4/hour for in -home care referred to in (a) 1 and 2 above, and $2/hour/per child for drop -in care referred to in (a) 3 above, for all Backup Care hours utilized up to the per employee annual limit. If possible and as appropriate, the City of Fort Collins will cause these co -payments to be deducted and paid on a payroll basis. c. WLO includes a limit of one hundred hours per employee, per year of subsidized Backup Care for any combination of care as referred to in (a) 1, 2, and 3 above. To the extent that an employee exceeds the annual limit, each additional hour of care utilized by the employee will be billed to the employee at a rate of 110% of the provider's contracted rate with SERVICE PROVIDER. d. Work Options Group maintains a National Network of independent contractors and vendors to provide all of the Backup Care, Discount, and the Internet Wellness Library services provided through WLO. e. SERVICE PROVIDER is the direct service provider for the Child, Adult/Elder, and Pet Care Information and Referral Services. WLO includes unlimited access for employees to each of the Information and Referral Services. SERVICE PROVIDER shall provide all management and administrative services in the provision of WLO to the City of Fort Collins, as defined below: 1. Administration, management and direct contracting services with all Backup Care, Discount, and Internet Wellness Library independent contractors and vendors included in WLO. 2. Administration of all employee registrations and utilization tracking. 3. Administration and billing of all employee co -payments for Backup Care services as appropriate. 4. Administration and payment of all Backup Care invoices for services from vendors. SA 10/2004 5 5. Administration and payment of all properly submitted Wellness Rebate coupons by employees. 6. Notification to employees of their one hundred (100) hour limit in the use of any combination of the Backup Care services and direct billing to the employee for each additional hour of care utilized by the employee at a rate of 110% of the provider's contracted rate with SERVICE PROVIDER. 7. Preparation of quarterly Utilization Reports. 8. Administration of an evaluation program for WLO with surveys sent to all employees who have used the Backup Care and/or Information and Referral Services. 9. Maintenance of WLO Website for online access by employees. 10. Maintenance of a toll -free telephone number for customer service and Information and Referral access by employees. g. In each calendar year of the agreement, SERVICE PROVIDER will staff one (1) onsite visit for a benefit fair or employee presentation on a date to be determined by both parties. h. SERVICE PROVIDER agrees to provide the City of Fort Collins with up to 250 additional brochures per calendar year, ongoing bi-monthly marketing support including up to thirty five (35) 11 x 17 color posters, and an a -flyer highlighting the specific programs within WLO, to assist in the City of Fort Collins's communication to employees. The City of Fort Collins agrees to actively assist in the internal promotion of WLO to employees. i. Additional onsite visits for employee presentations or benefit fairs are available at an additional cost. j. Additional brochures and posters can be purchased for an additional cost as stated below: Cost Per Item Posters $3.00 Brochures <500 $1.25 500-2,500 $0.75 2,500-10,000 $0.50 10,000-50,000 $0.35 50,000-100,000 $0.30 100,000+ $0.25 k. The cost of WLO is based on $2.75 per employee/per month for the term of this agreement. I. The City of Fort Collins agrees that the total number of employees to be covered by WLO in year one of the program is 1256. m. The total annual fee for the services, materials and websites specified in this agreement is $41,448 ($2.75 per employee/per month x 1256 employees x 12). Any customized or additional services, materials or websites will be at an additional fee based on the specific requirements and time required. SA 10/2004 6 n. The annual fee of $41,448 is due and payable in advance of service. SERVICE PROVIDER will invoice the City of Fort Collins in one annual payments of $41,448 on December 1, 2004. The City of Fort Collins agrees to pay all invoices in full within net 30 days from the date of the invoice. Any additional fees (additional onsite presentations, brochures, posters, etc.) will be billed quarterly and due net 30 from the date of the invoice. o. The City of Fort Collins agrees to inform SERVICE PROVIDER of their true total number of employees to be covered by WLO in the second year of the agreement, by no later than 30 days prior to December 31, 2005, and SERVICE PROVIDER agrees to adjust the total annual fee as appropriate for the second year. All subsequent years will be handled in the same manner. p. SERVICE PROVIDER reserves the right to change the programs, policies, or parameters of the different services within WLO upon 30 days written notice to the City of Fort Collins. q. SERVICE PROVIDER reserves the right to withhold any Work Life Options programs and services to any employee who fails to pay their employee co -payment in less than 31 days from date of invoice. Employees will be notified of any denial of service in writing. r. Independent contractors and their services may be added, deleted or modified during the term of this agreement. All independent contractors providing services to SERVICE PROVIDER through WLO must maintain a minimum of one million dollars in general liability coverage. s. SERVICE PROVIDER maintains a minimum of five million dollars in aggregate general liability coverage, with two million dollars coverage per occurrence. The City of Fort Collins agrees to hold SERVICE PROVIDER harmless in any claim their employee may have against any independent contractor providing services through WLO to extent permitted by law. t. SERVICE PROVIDER acknowledges and agrees that it may be given access to confidential or proprietary information of the City of Fort Collins or City Employee in performing its obligations under the Agreement. SERVICE PROVIDER shall use such information only in fulfillment of its obligations under the Agreement; shall hold such information in confidence; and shall not disclose copy or publish any such information without the prior written approval of the City or City Employee. SA 10/2004 7 EXHIBIT B INSURANCE REQUIREMENTS 1. 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, and containing substantially the following statement: "The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins." 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. 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 for any claims arising out of work performed under this Agreement. 2. 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: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and 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 each coverage, Commercial General and Vehicle, shall not be less than $500,000 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. SA 10/2004 8