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438171 BIKE FORT COLLINS - CONTRACT - AGREEMENT MISC - BIKE FORT COLLINS (5)
Services Agreement Bike Library Page 1 of 18 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 Bike Fort Collins, hereinafter referred to as "Service Provider", for Fort Collins Bike Library Operations. 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 seven (7) pages and incorporated herein by this reference. 2. Contract Period. This Agreement shall commence March 1, 2014, and shall continue in full force and effect until February 28, 2015, 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 two (2) additional one year periods. Written notice of renewal shall be provided to the Service Provider and mailed no later than ninety (90) 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 fifteen (15) days from the onset of such condition. 4. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the DocuSign Envelope ID: B675EE2B-ABB8-4981-9F12-57F01C45C96F Services Agreement Bike Library Page 2 of 18 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: Service Provider: City: Copy to: Bike Fort Collins Attn: John Homan PO Box 1632 Fort Collins, CO 80522 john@lifelinecs.com City of Fort Collins Attn: Tessa Greegor, Bikes Program Manager PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 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. 5. Contract Sum. The City shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, as per the attached Exhibit "A", consisting of seven (7) pages, and incorporated herein by this reference. 6. 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. 7. 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. DocuSign Envelope ID: B675EE2B-ABB8-4981-9F12-57F01C45C96F Services Agreement Bike Library Page 3 of 18 8. 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 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. 9. 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. 10. 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. 11. 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. DocuSign Envelope ID: B675EE2B-ABB8-4981-9F12-57F01C45C96F Services Agreement Bike Library Page 4 of 18 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 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. 12. 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. 13. 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. 14. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire DocuSign Envelope ID: B675EE2B-ABB8-4981-9F12-57F01C45C96F Services Agreement Bike Library Page 5 of 18 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. 15. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit B, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's 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. 16. 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. 17. 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 DocuSign Envelope ID: B675EE2B-ABB8-4981-9F12-57F01C45C96F Services Agreement Bike Library Page 6 of 18 this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 18. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Service Provider is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service DocuSign Envelope ID: B675EE2B-ABB8-4981-9F12-57F01C45C96F Services Agreement Bike Library Page 7 of 18 Provider shall: 1. Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Service Provider shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 19. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "C" - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: B675EE2B-ABB8-4981-9F12-57F01C45C96F Services Agreement Bike Library Page 8 of 18 CITY OF FORT COLLINS, COLORADO a municipal corporation By:_______________________________ Gerry Paul Director of Purchasing and Risk Management Date:_____________________________ ATTEST: _________________________________ City Clerk APPROVED AS TO FORM: ________________________________ Assistant City Attorney BIKE FORT COLLINS By:_______________________________ __________________________________ PRINT NAME __________________________________ CORPORATE PRESIDENT OR VICE PRESIDENT Date:_____________________________ DocuSign Envelope ID: B675EE2B-ABB8-4981-9F12-57F01C45C96F Vice-President 3/25/2014 John Homan 4/1/2014 Services Agreement Bike Library Page 9 of 18 EXHIBIT A SCOPE OF WORK Bike Fort Collins: Scope of Work pertaining to the Fort Collins Bike Library Program (for Bike Library Operations) The City of Fort Collins (City) will pay up to $125,000 in 2014 to Bike Fort Collins (Service Provider) to operate the Fort Collins Bike Library (FCBL). SECTION 1: Transfort will oversee the following as it pertains to the FCBL Operations and Customer Service, and facility use at the Downtown Transit Center (“DTC”): 1. Facility. Transfort, a Department of the City of Fort Collins, a Municipal Corporation, is the owner of the building known as the Downtown Transit Center, located at 250 N Mason Street, and legally described as Lot 1, Downtown Transit Center and Tract A, Downtown Transit Center (“Building”). a. Lease Agreement. Transfort and FCMoves, Departments of the City of Fort Collins, a Municipal Corporation, entered into a Lease Agreement for the use of a space adjacent to the Building’s lobby and a space on the exterior dock for the purpose of bicycle and related bicycle amenity rental. Refer to Appendix A, for a building floor plan indicating the “spaces” described in the Lease Agreement. b. Facility Use. As the contracted operator of the Fort Collins Bike Library (FCBL), Service Provider agrees to the following: i. All use of the space in the DTC shall be in accordance with the aforementioned Lease Agreement between The City of Fort Collins, Transfort and FCMoves Departments; ii. Employees and approved volunteers of FCBL will be provided fob keys to access the DTC main entrance, the DTC rear entrance, the spaces identified in Appendix A, the DTC Break Room and the DTC Conference Room from the City of Fort Collins Operations Services. 1. Access into the DTC Administration Area, on the south side of the Building, shall not be included. 2. Access into the kiosk area will be using a traditional key, not a fob. iii. FCBL Employees and approved volunteers shall at all times act in accordance with stated Transfort Employee Operating Standards and the City’s Personnel Policies & Procedures. iv. Only FCBL employees and approved volunteers will have access into the spaces identified in Appendix A. v. The FCBL shall be open for operation during the agreed upon and posted operating hours, described in this Agreement. If operations are canceled, closed early, or opened late for any reason, FCBL shall notify Transfort Customer Service Representative (CSR) Supervisor in writing, and notice shall be posted at the DTC and on the FCBL website. vi. The FCBL shall open the DTC Lobby on Saturdays and Sundays for the agreed upon timeframe and dates, described in this Agreement, for FCBL and Transfort customers’ use. DocuSign Envelope ID: B675EE2B-ABB8-4981-9F12-57F01C45C96F Services Agreement Bike Library Page 10 of 18 vii. The FCBL agrees that at least one paid employee of FCBL shall be present during all hours outside of Transfort CSR scheduled hours. If Transfort CSRs are present, the FCBL may operate using approved volunteers without the supervision of a paid FCBL employee. viii. The FCBL agrees to have all employees that perform opening and closing activities in the DTC be trained by a Transfort CSR prior to performing any opening or closing shifts in the DTC facility. ix. The FCBL shall coordinate any changes to the DTC space with Transfort. x. The FCBL is responsible for keeping a tidy work space in the DTC. xi. The FCBL interior work space in the DTC will be cleaned through the DTC maintenance and cleaning contract. xii. The FCBL shall report any damage that occurs to the facility and/or equipment immediately to Transfort. xiii. The FCBL shall report any incidents that occur at the facility immediately to Transfort. 2. Collective Resources. Locating the FCBL and Transfort together in the DTC is beneficial for both parties for resource sharing opportunities, as follows: a. The FCBL shall have all employees cross trained with Transfort CSRs so they are able to answer general Transfort service questions. b. Transfort CSRs shall be cross trained with FCBL staff to assist with general FCBL questions. c. Transfort CSRs shall be cross trained to assist with FCBL checkouts using FCBL’s web-based checkout system. 3. Employee Conduct. Service Provider shall control the conduct and demeanor of its agents and employees. Upon objection from the City concerning conduct or demeanor of any such person, Service Provider shall immediately take all lawful steps to address or remove the cause of the objection. Also, if the City so requests, Service Provider agrees to supply and require its employees to wear suitable attire and to wear or carry badges or other suitable means of identification, the form for which shall be subject to prior and continuing approval of the City. The personal conduct of Service Provider and its staff has a direct impact on the quality of performance. Unacceptable personal conduct/behavior by Service Provider, as defined, can result in immediate or early termination of the Agreement, as also defined. Although it is impossible to predict every possible type of misconduct, the following are some of the types of conduct which could be considered inappropriate: a. Theft or misuse of money or property; b. Commission or conviction of a felony or of any crime involving moral turpitude; c. Harassment of, or discrimination against, any individual based on race, religion, national origin, age, sex, sexual orientation or disability; d. Falsification, unauthorized use or destruction of City property; e. Abusive or threatening treatment of any person, including, but not limited to physical or verbal confrontation; DocuSign Envelope ID: B675EE2B-ABB8-4981-9F12-57F01C45C96F Services Agreement Bike Library Page 11 of 18 f. Insubordination or refusal to comply with directives or assignments; g. Using, consuming, possessing, having in the body, or distributing alcohol or controlled substances during working time; h. Incompetence, inattention to duties or wastefulness while on the job; i. Failure to meet performance expectations of job or not performing duties or functions assigned; j. Engaging in personal business while on the job or engaging in outside employment which interferes with job performance; k. Repeated tardiness, absenteeism; l. Job Abandonment (unreported absences of three days or more) 4. Employee Conduct. Service Provider acknowledges and agrees that certain services provided by Service Provider will require that employees, agents, and volunteers of the Service Provider act in positions of trust which will entail the handling of and accounting for funds of the City and City property, or direct contact with youth and other members of the general public. Accordingly, Service Provider agrees that all employees, volunteers, and other representatives or agents of Service Provider in positions of trust, as defined, shall be screened using the City’s contractual background screening procedure, with such costs associated with said screenings to be fully paid by Service Provider. SECTION 2: FC Bikes Program, a program of the City of Fort Collins, will oversee the following as it pertains to the Fort Collins Bike Library Program (FCBL) and Service Provider as the contracted operator: Staffing and volunteers: Service Provider will provide staff for the FCBL. All hours worked will be billed back to the FC Bikes Program. Invoice format will be subject to the City’s specifications. FC Bikes will approve major staffing revisions. 1. FCBL Director will oversee the program, including budget, invoices, expansion, staff needs, and status reports. In addition, (s)he will serve as a liaison with FC Bikes staff. FCBL Director will ensure that salary for any two-week period does not exceed 10% of City funding for the FCBL program, unless approved by FC Bikes staff. (S)he may raise additional funding for the program. 2. FCBL Manager will oversee checkout station(s) as well as manage the day-to-day operations. (S)he will also recruit, train, and manage volunteers. 3. FCBL Fleet Manager will oversee the maintenance of the bike fleet, ensuring all bikes rented to the public are safe and functional. (S)he may also recruit, train, and manage volunteers. 4. Additional staff may be used to support increased service hours. 5. End-of-year staff bonuses may be billed to the City subject to approval by FC Bikes. 6. Service Provider will develop and implement a volunteer recruitment and retention plan. DocuSign Envelope ID: B675EE2B-ABB8-4981-9F12-57F01C45C96F Services Agreement Bike Library Page 12 of 18 Reporting: 1. Service Provider will prepare monthly status reports for FC Bikes on the condition of the FCBL. These reports will be due on the 15th of each month for the previous month. (Example: January’s report is due February 15). The status report will include staffing hours, number of riders, transactions by location, breakdown of rental duration, monthly income report, pre-ride survey results, and end-of-ride customer survey comments. Level of Service: 1. In 2014, the FCBL will be open April 4 through December 15. 2. The FCBL Kiosk, located at the Downtown Transit Center, will be open an average of 24 hours per week, 936 hours per year. 3. Specific FCBL hours will be determined by FC Bikes and Transfort in coordination with Service Provider. 4. Proposed operating hours are shown in chart below: Transfort Customer Service Support (further outlined in Section 1): 1. Transfort staff will be available to provide customer service support (as outlined below) to the FCBL an average of 7.7 hours per week (adjusted for seasonal hours), 282 hours per year (outlined in above chart). 2. Transfort staff will process check-out or check-in transactions and other services inside the FCBL kiosk. 3. Transfort staff will not be expected to provide FCBL services in the absence of FCBL staff. April 4 - May 26 May 27 - Sept 1 Sept 2 - Dec 15 Kiosk Open Hours TF Staffing hours Kiosk Open Hours TF Staffing hours Kiosk Open Hours TF Staffing hours # Days 52 98 105 # weeks 7.5 14 15 # hours/wk 16 6 34 10.5 16 6 TOTALS: 120 45 574 147 240 90 Mon 9am-1pm 930-1230 9am-1pm 930-1230 9am-1pm 930-1230 Tues 0 0 9am-1pm 0 0 0 Wed 0 0 9am-1pm 0 0 0 Thurs 0 0 9am-1pm 930-1230 0 0 Fri 9am-1pm 930-1230 9am-3pm 930-1230; 130-3 9am-1pm 930-1230 Sat 9am-1pm 9am-3pm 9am-1pm 0 Sun 9am-1pm 9am-3pm 9am-1pm 0 DocuSign Envelope ID: B675EE2B-ABB8-4981-9F12-57F01C45C96F Services Agreement Bike Library Page 13 of 18 4. Transfort staff will field general questions regarding FCBL operations during the times that the FCBL is closed. FCBL Customer Service Support: 1. FCBL staff will be available to answer general Transfort related inquiries during all FCBL open hours. 2. Cross training will occur annually (and on an as-needed basis) for Transfort and FCBL staff. Sponsorship and User Fees: 2014 FCBL operating expenses are estimated at $118,836. As approved by the City, a combination of funding sources may be used to meet the level of service expected of Bike Fort Collins, including sponsorship and user fees. 1. Sponsorship: Service Provider may solicit business sponsorships to support the FCBL operations in order to supplement funding from the City of Fort Collins, and may enter into sponsorship agreements with sponsors. 2. FCBL Director will be responsible for securing sponsors to support the FCBL. 3. Approved sponsor packages include: a. Branding/Logo on Front and Rear Bike License Plates b. Branding/Logo on Website c. Branding/Logo on Print Materials d. Branding/Logo displayed inside DTC FCBL kiosk 4. The City of Fort Collins logo will be displayed on bikes, website, and print materials. 5. User Fees: a. In addition to the required $10 online advanced reservation fee, FCBL bikes will be free to customers if returned to the DTC the same day as checkout, during FCBL open hours. Users returning bikes beyond this time period, or to other locations, will be charged $10 per additional day. b. Bikes may be rented for a maximum of 1 week. If a customer wishes to extend the rental period, the bike must be returned to the FCBL hub for a safety inspection prior to being rented again. Satellite Locations: 1. The FCBL will operate out of the Downtown Transit Center. The following locations will serve as satellite locations, where bikes will be available for public rental, according to specified contract language. a. Colorado State University (CSU) (as managed by the CSU Alternative Transportation Manager) b. Best Western University Inn (914 S College Ave, Fort Collins) c. Quality Inn and Suites (4001 S. Mason St, Fort Collins) DocuSign Envelope ID: B675EE2B-ABB8-4981-9F12-57F01C45C96F Services Agreement Bike Library Page 14 of 18 After-Hours Drop-Offs: 1. Cranknstein, a coffee and bike shop/bar located at 215B N College Ave., Fort Collins, will offer an after-hours drop off for FCBL bikes. Customers returning bikes to Cranknstein will be subject to the $10/day user fee. Other: 1. Service Provider is responsible for enhancing the experience in all checkout stations, including the Downtown Transit Center (as approved by Transfort). Visitor enhancement may include beautifying the stations, or creating a welcoming environment. Service Provider will provide cycling resources to patrons, which may include information about local bike shops and organizations as well as events hosted by the DDA, DBA, City of Fort Collins, and business partners. Service Provider will use all checkout stations to showcase local bike culture; this may include maps, posters, and bikes. Specific FCBL hours will be determined by FC Bikes in coordination with Service Provider; an “hours of operation” sign will be prominently displayed on all checkout stations. Service Provider will support and/or delegate the responsibility of station enhancement when a separate entity (such as a hotel, business or higher education institution) hosts the station. 2. Service Provider is responsible for any and all FCBL website updates or modifications. These expenses may be billed back to the City of Fort Collins FC Bikes program. 3. Service Provider is responsible for purchasing any supplies or items relevant to the FCBL general operations. These expenses may be billed back to the City of Fort Collins FC Bikes program, as funding permits. 4. Service Provider will continue to improve the FCBL pursuant to the strategies determined in coordination with FC Bikes. All improvements are designed to enhance the customer experience. Improvements may include adding additional checkout stations or recruiting additional partners, such as local businesses or non-profit organizations. It may also include coordination with the planning and implementation of an automated bike share system. 5. Service Provider will ensure inventory control, delivery, and placement of FCBL bikes at checkout station(s). Service Provider will play a supporting role in inventory control, delivery and placement of bikes when a separate entity (such as a hotel or higher education institution) hosts the station. 6. FCBL bikes and materials may be stored in the garage and kiosk at 220 Howes Street. (The City of Fort Collins is responsible for the maintenance of these buildings.) 7. Service Provider shall coordinate messaging with FC Bikes staff for all formal communication with the media or sponsors. All fundraisers and events hosted for the FCBL shall be approved by FC Bikes. Any monies raised for the FCBL will be deposited into an account designated specifically for the FCBL program. 8. The City of Fort Collins will reimburse Service Provider for up to $125,000 in 2014 for the following categories of expenses: a. Staffing (salaries) and volunteer program implementation b. Expenses pertaining to general FCBL operations c. Inventory control and maintenance d. Website maintenance and technology expenses e. Costs associated with improving the user experience (as approved by FC Bikes) DocuSign Envelope ID: B675EE2B-ABB8-4981-9F12-57F01C45C96F Services Agreement Bike Library Page 15 of 18 f. FCBL promotion and education (materials, events – as approved by FC Bikes) g. Safety equipment (helmets) h. Up to 10% for overhead expenses 9. Additional expenses, including the following may be covered through revenue generated by the FCBL and Service Provider via sponsorship, user fees and fundraising: a. Fundraising events b. Food and alcohol expenses (outside of those adhering to City’s Personnel Policies & Procedures) c. Expansion of FCBL 10. Any monies raised for and through the FCBL will be deposited into an account designated specifically for the FCBL program. 11. Monies raised in excess of the anticipated operating expenses for 2014 may be used to improve and expand FCBL operations. 12. Service Provider will submit a monthly expense report to the City documenting all income and expenses pertaining to the FCBL. Monies remaining in the FCBL designated account at the end of 2014 will either (1) rollover to 2015 to support the continuation of the FCBL/Bike Sharing, or (2) remain with Service Provider to be used for bicycle education programming, as approved by FC Bikes, in the event Service Provider is no longer the operator of the FCBL. DocuSign Envelope ID: B675EE2B-ABB8-4981-9F12-57F01C45C96F APPENDIX A Services Agreement Bike Library Page 16 of 18 DocuSign Envelope ID: B675EE2B-ABB8-4981-9F12-57F01C45C96F Services Agreement Bike Library Page 17 of 18 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. DocuSign Envelope ID: B675EE2B-ABB8-4981-9F12-57F01C45C96F New insurance Services Agreement Bike Library Page 18 of 18 EXHIBIT C CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Service Provider hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perform, the Service Provider hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Service Provider shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City, or the City so requests for any reason, the Service Provider shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Service Provider understands and agrees that the City’s remedies at law for a breach of the Service Provider’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: B675EE2B-ABB8-4981-9F12-57F01C45C96F We are working on finalizing the Insurance for 2014. Hopefully this will be done by 3/28/14. John Homan Vice-President Bike Fort Collins DocuSign Envelope ID: B675EE2B-ABB8-4981-9F12-57F01C45C96F CERTIFICATE HOLDER ACORD 25 (2010/05) © 1988-2010 ACORD CORPORATION. All rights reserved. AUTHORIZED REPRESENTATIVE CANCELLATION CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) JECT LOC PRO- POLICY GEN'L AGGREGATE LIMIT APPLIES PER: CLAIMS-MADE OCCUR COMMERCIAL GENERAL LIABILITY GENERAL LIABILITY PREMISES (Ea occurrence) $ DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ DED RETENTION $ CLAIMS-MADE OCCUR $ AGGREGATE $ UMBRELLA LIAB EACH OCCURRENCE $ EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS WC STATU- TORY LIMITS 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) CERTIFICATE HOLDER ACORD 25 (2010/05) © 1988-2010 ACORD CORPORATION. All rights reserved. AUTHORIZED REPRESENTATIVE CANCELLATION CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) JECT LOC PRO- POLICY GEN'L AGGREGATE LIMIT APPLIES PER: CLAIMS-MADE OCCUR COMMERCIAL GENERAL LIABILITY GENERAL LIABILITY PREMISES (Ea occurrence) $ DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ DED RETENTION $ CLAIMS-MADE OCCUR $ AGGREGATE $ UMBRELLA LIAB EACH OCCURRENCE $ EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS WC STATU- TORY LIMITS 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. INSR ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) 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). The ACORD name and logo are registered marks of ACORD COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: INSURED PHONE (A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACT NAME: 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 (201005).01 3/27/2014 McKay Insurance Agency, Inc. 106 East Main Street P O Box 151 Knoxville IA 50138 Meg Carruthers (641)842-2135 (641)828-2013 mcarruthers@mckayinsagency.com Silent Sports Association - Bike Rental Friends of the Fort Collins Bicycle Program, Inc., DBA: Bike Fort Collins PO Box 1632 Fort Collins CO 80522-1632 Lexington Insurance Company 19437 Gerber Life Insurance Company CL1432736118 A X X X Includes Athletic Participants X 011225802 3/9/2014 10/15/2014 1,000,000 300,000 Excluded 1,000,000 2,000,000 2,000,000 B Accident Medical 15-070944-13 3/9/2014 10/15/2014 Excess $25,000 Deductible $100 Bike Library - Bicycle Rentals: 3/9/14-10/15/14. 600 rentals. "This policy is issued, pursuant to Iowa Code section 515.147, by a nonadmitted company in Iowa and as such is not covered by the Iowa Insurance Guaranty Association." Scott Ziller/MEG Friends of the Fort Collins Bicycle Program, Inc. DBA: Bike Fort Collins PO Box 1632 Fort Collins, CO 80522-1632 DocuSign Envelope ID: B675EE2B-ABB8-4981-9F12-57F01C45C96F 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. INSR ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) 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). The ACORD name and logo are registered marks of ACORD COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: INSURED PHONE (A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACT NAME: 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 (201005).01 3/27/2014 McKay Insurance Agency, Inc. 106 East Main Street P O Box 151 Knoxville IA 50138 Meg Carruthers (641)842-2135 (641)828-2013 mcarruthers@mckayinsagency.com Silent Sports Association-Bike Rentals Friends of the Fort Collins Bicycle Program, Inc., DBA: Bike Fort Collins PO Box 1632 Fort Collins CO 80522-1632 Lexington Insurance Company 19437 CL1432736119 A X X X Includes Athletic Participants X X N 011225802 3/9/2014 10/15/2014 1,000,000 300,000 Excluded 1,000,000 2,000,000 2,000,000 Bike Library - Bicycle Rentals: 3/9/14-10/15/14. Certificate holder is an additional insured but only with respect to liability arising out of the operations of the above named insured. "This policy is issued, pursuant to Iowa Code section 515.147, by a nonadmitted company in Iowa and as such is not covered by the Iowa Insurance Guaranty Association." Scott Ziller/MEG City of Fort Collins Attn: Risk Management PO Box 580 Fort Collins, CO 80522-0580 DocuSign Envelope ID: B675EE2B-ABB8-4981-9F12-57F01C45C96F