HomeMy WebLinkAboutEMERGENCY RESPONDER TRAUMA COUNSELORS LLC - CONTRACT - AGREEMENT MISC - EMERGENCY RESPONDER TRAUMA COUNSELORS LLCServices Agreement - Emergency Responder Trauma Counselors, LLC Page 1 of 9
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", as agent, on behalf of the Poudre Fire Authority (PFA), and Emergency
Responder Trauma Counselors, LLC, hereinafter referred to as "Service Provider".
WITNESSETH:
In consideration of the mutual covenants and obligations herein expressed, it is agreed
by and between the parties hereto as follows:
1. Scope of Work. The Service Provider agrees to provide services in accordance with the
Scope of Work attached hereto as Exhibit "A", consisting of two (2) pages and
incorporated herein by this reference.
2. Contract Period. This Agreement shall commence September 22, 2014, and shall
continue in full force and effect until September 21, 2015, unless sooner terminated as
herein provided. In addition, at the option of the City and/or PFA, the Agreement may be
extended for additional one (1) year periods not to exceed four (4) additional one (1) year
periods. Written notice of renewal shall be provided to the Service Provider and mailed no
later than thirty (30) days prior to contract end.
3. Delay. If either party is prevented in whole or in part from performing its obligations by
unforeseeable causes beyond its reasonable control and without its fault or negligence,
then the party so prevented shall be excused from whatever performance is prevented by
such cause. To the extent that the performance is actually prevented, the Service
Provider must provide written notice to the City and PFA 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
City and/or PFA 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:
Emergency Responder Trauma
Counselors, LLC
Attn: Joanne Rupert
19 Old Town Square
Fort Collins, CO 80524
Poudre Fire Authority
Attn: Gary Nuckols
102 Remington Street
Fort Collins, CO 80524
City of Fort Collins
Attn: Purchasing Dept.
PO Box 580
Fort Collins, CO 80522
In the event of early termination by the City and/or PFA, 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 and/or PFA shall pay the Service Provider for the performance of
DocuSign Envelope ID: 03362D52-4A5A-494B-8C09-C8A0D70549A7
Services Agreement - Emergency Responder Trauma Counselors, LLC Page 2 of 9
this Contract, subject to additions and deletions provided herein, One Thousand Two
Hundred Dollars ($1,200.00) per month. Service Provider shall submit invoices to the City
monthly. Payment will be made for all undisputed charges via Automatic Clearing House
(“ACH”) direct account-to-account electronic deposit within thirty (30) days of receipt of an
invoice. The Service Provider herein agrees to execute the applicable direct deposit
authorization form.
6. City Representative. The City and/or PFA 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 and/or
PFA 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
or the Poudre Fire Authority. The City and/or PFA 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.
8. Subcontractors. Service Provider may not subcontract any of the Work set forth in Exhibit
A - Scope of Work (Work) without the prior written consent of the City and/or PFA., If any
of the Work is subcontracted hereunder (with the consent of the City and/or PFA), 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 and/or PFA, nor will it obligate
the City and/or PFA 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 and/or PFA to the same extent
as the work of the Service Provider.
9. Personal Services. It is understood that the City and PFA enter 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 and/or PFA.
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 and/or PFA under this Agreement or cause of action arising out of performance of
this Agreement.
11. 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.
12. 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
DocuSign Envelope ID: 03362D52-4A5A-494B-8C09-C8A0D70549A7
Services Agreement - Emergency Responder Trauma Counselors, LLC Page 3 of 9
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.
13. Binding 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.
14. Indemnity/Insurance.
a. The Service Provider agrees to indemnify and save harmless the City and/or PFA, their
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 and/or PFA
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.
15. 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.
16. 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.
17. 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
DocuSign Envelope ID: 03362D52-4A5A-494B-8C09-C8A0D70549A7
Services Agreement - Emergency Responder Trauma Counselors, LLC Page 4 of 9
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
Provider shall:
1. Notify such subcontractor and the City and/or PFA within three (3) 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 (3) 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 (3) 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.
18. 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: 03362D52-4A5A-494B-8C09-C8A0D70549A7
Services Agreement - Emergency Responder Trauma Counselors, LLC Page 5 of 9
CITY OF FORT COLLINS, COLORADO
a municipal corporation
By:_______________________________
Gerry Paul
Director of Purchasing and Risk Management
Date:_____________________________
POUDRE FIRE AUTHORITY
By: _________________________________
Tom DeMint, Fire Chief
Date: ______________________________
ATTEST:
_________________________________
City Clerk
APPROVED AS TO FORM:
________________________________
Assistant City Attorney
EMERGENCY RESPONDER TRAUMA COUNSELORS
By:_______________________________
__________________________________
PRINT NAME
__________________________________
TITLE
Date:_____________________________
DocuSign Envelope ID: 03362D52-4A5A-494B-8C09-C8A0D70549A7
Clinical Supervisor
9/15/2014
Joanne S. Rupert
9/17/2014
9/17/2014
Services Agreement - Emergency Responder Trauma Counselors, LLC Page 6 of 9
EXHIBIT A
SCOPE OF WORK
The Service Provider shall provide psychological services to Poudre Fire Authority (PFA),
including, but not limited to:
Individual and group counseling;
Individual assessment;
In- services monthly training for the Peer Support Team;
Implementation of the F.I.R.S.T. program (Fire Recruit Support) for the PFA
Individual Field Training Program, including Recruit’s wives and/or significant others
in 2015;
Providing Critical Incident Debriefing Services in conjunction with the Peer Support
Team for PFA personnel involved in traumatic, critical incidences; and
Special project work as assigned by the designated PFA representative, in-service
training, and any other services mutually agreed upon by PFA and Service Provider.
The Service Provider shall provide intervention/counseling services for all PFA employees.
All services shall also be made available to the spouses and domestic partners of PFA
employees.
All individuals receiving counseling/psychological services will not have their identity,
intervention process or case issues disclosed to PFA or any third party unless:
The client has signed a release as required by State and Federal law;
Confidentiality is otherwise waived by the client; and/or
Such information is otherwise releasable by law
Service Provider will maintain all notes generated from counseling/psychological services and
will be kept as the property of the Service Provider and governed by the doctor/patient
relationship. These notes are not to become part of the employee’s personnel file but will be
kept as separate and independent psychological records, at the Service Provider’s designated
location, and therefore covered by State and Federal psychotherapy confidentiality laws for a
period of seven (7) years.
This Agreement does not include “on-call” or “respond-to-scene” responsibility, except in an
extreme emergency and by mutual consent between PFA and Service Provider. PFA
agrees to provide transportation to and from the scene of the incident for Service
Provider.
This Agreement does not guarantee to the Service Provider any work except as stated in this
Scope of Work, nor does it create an exclusive contract for services.
Invoices shall be submitted by the Service Provider monthly for services performed pursuant to
this Agreement during the prior month.
Service Provider shall be permitted to create and maintain his/her work schedule. This
schedule may limit office hours to specific days of the week and hours of the day. However,
Service Provider shall ensure (s)he is reasonably available to provide services as outlined in
this Agreement and shall ensure (s)he is capable of accommodating a variety of PFA personnel
DocuSign Envelope ID: 03362D52-4A5A-494B-8C09-C8A0D70549A7
Services Agreement - Emergency Responder Trauma Counselors, LLC Page 7 of 9
schedules, which may include hours outside normal business hours.
Service Provider acknowledges that non-clinical hours may be necessary to fulfill Service
Provider’s duties under this Agreement, and such non-clinical hours shall not incur additional
fees and are included within the Contract Sum.
Service Provider acknowledges that this Agreement is not an “hourly” agreement, but is for
services as outlined. There is no minimum or maximum number of hours required of the
Service Provider per month or year, but Service Provider must fulfill all services outlined in this
Agreement.
Service Provider shall provide a monthly statement/Invoice to PFA specifying the number of
clinical hours and non-clinical hours provided that month, and the number of PFA personnel
who received services that month. Any additional clinical hours, pre-approved and completed
as allowed above, shall also be submitted in a monthly statement to PFA for that month, and the
number of PFA personnel who received services that month. If services to these individuals
were not pre-approved by PFA, Service Provider agrees to waive payment for such services.
Monthly statements shall be submitted to PFA by the 10th day of each month, detailing the
previous month.
Service Provider agrees to provide additional clinical services to other PFA employees as time
permits at the rate of $125.00 per hour. Services to these individuals shall only be upon
approval by the Chief of PFA or his designee.
Service Provider shall maintain continuously for the term of this Agreement, malpractice
insurance at his/her expense.
PFA shall:
Furnish, or direct the Service Provider to provide, at PFA’s expense, necessary
additional services;
Provide Service Provider with an identity card and facility access keys;
Provide reasonable use of a copier and office equipment when needed to perform
duties under this Agreement;
Provide reasonable access to PFA buildings as needed to perform duties under this
Agreement. Such access may be restricted, suspended or terminated as deemed
necessary for security purposes as determined in the sole discretion of PFA;
Provide reasonable access and use of email as needed to perform duties under this
Agreement, but as limited or restricted by City and PFA policies.
DocuSign Envelope ID: 03362D52-4A5A-494B-8C09-C8A0D70549A7
Services Agreement - Emergency Responder Trauma Counselors, LLC Page 8 of 9
EXHIBIT B
INSURANCE REQUIREMENTS
1. The Service Provider will provide, from insurance companies acceptable to the City
and/or PFA, the insurance coverage designated hereinafter and pay all costs. Before
commencing work under this Agreement, the Service Provider shall furnish the City and
PFA 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 and/or
PFA, 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 and/or PFA, their officers, agents and employees shall be named
as additional insureds on the Service Provider's Professional 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. Professional Liability. The Service Provider shall maintain during the life of this
Agreement such Professional Liability insurance as will provide coverage for Good
Samaritan Liability, Malplacement Liability, Personal Injury Liability and Workplace
Liability, which may arise directly or indirectly from the performance of work under
this Agreement. The amount of insurance for Professional Liability shall not be less
than $1,000,000 for each claim and $3,000,000 aggregate and $1,000,000
aggregate for Personal Liability.
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: 03362D52-4A5A-494B-8C09-C8A0D70549A7
Services Agreement - Emergency Responder Trauma Counselors, LLC Page 9 of 9
EXHIBIT C
CONFIDENTIALITY
IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”), as agent,
on behalf of the Poudre Fire Authority (the “PFA”) 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 and/or PFA or their 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 and/or PFA may be confidential and/or proprietary. The
Service Provider agrees to treat as confidential (a) all information that is owned by the City
and/or PFA, or that relates to the business of the City and/or PFA, or that is used by the City
and/or PFA 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 and/or PFA). 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 and/or PFA. 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 and/or PFA.
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 and/or PFA in writing of
each such disclosure.
In the event that the Service Provider ceases to perform services for the City and/or PFA, or the
City and/or PFA so requests for any reason, the Service Provider shall promptly return to the
City and/or PFA 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 and/or PFA’s remedies at law for a
breach of the Service Provider’s obligations under this Confidentiality Agreement may be
inadequate and that the City and/or PFA 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: 03362D52-4A5A-494B-8C09-C8A0D70549A7
DocuSign Envelope ID: 03362D52-4A5A-494B-8C09-C8A0D70549A7
DocuSign Envelope ID: 03362D52-4A5A-494B-8C09-C8A0D70549A7