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HomeMy WebLinkAbout118458 FORT COLLINS ARCHERY ASSOCIATION - CONTRACT - AGREEMENT MISC - FORT COLLINS ARCHERY ASSOCIATION FCAAServices Agreement- Fort Collins Archery Association Page 1 of 13 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 the Fort Collins Archery Association, a Colorado Nonprofit Corporation, hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the Scope of Services attached hereto as Exhibit "A", consisting of one (1) page and incorporated herein by this reference. 2. Contract Period. This Agreement shall commence February 20, 2015, and shall continue in full force and effect until February 19, 2016, 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. Written notice of renewal shall be provided to the Service Provider and mailed no later than thirty (30) days prior to contract end. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 4. 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: Service Provider: City: Copy to: Fort Collins Archery Assoc. Attn: Matt Dworak P.O. Box 270493 Fort Collins, CO 80527 City of Fort Collins Attn: Bill Whirty 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. DocuSign Envelope ID: 6F446174-60C4-41E0-AAF7-C0FD4C7EC65E Services Agreement- Fort Collins Archery Association Page 2 of 13 5. Range Fees and Reporting. The City shall charge a fee to users of the Range. Users may purchase a daily pass for Three Dollars ($3) and/or a 12- month pass for Thirty Dollars ($30). The City is responsible for the collection of the fee and monitoring the use of the Range to ensure that users have paid the fee. Service Provider shall provide annual passes to all members and reimburse the City Five Dollars ($5) for each member’s annual pass fee while this Agreement is in effect. The Service Provider shall reimburse the City on a quarterly basis for the annual passes issued to its members and shall provide the City with the requisite information to link the passes to the members’ vehicles. The City agrees to provide traffic and use data acquired via “sale of day” and annual passes, and/or other traffic studies, to Service Provider on a quarterly basis. 6. Use of Range. In consideration of Service Provider’s maintenance work on the Range, the City hereby grants a license to use the Range for its own locally organized archery shoots, fund- raisers, instruction and education at the Range during the year on a schedule pre-approved by the City ("Approved Use"). Approved Use may include Service Provider events sponsored by outside sponsors, but does not include Service Provider sponsoring events for outside groups or organizations. Service Provider must provide to the City a proposed schedule of dates upon which it seeks to use the Range no later than January 2nd of each year and obtain City approval thereof prior to publishing or advertising said schedule to the public. Approved Use of the Range is subject to a maximum of 250 participants at any one time. Additional Service Provider Range use beyond Approved Use, including hosting or sponsoring events other than Service Provider leagues, chapters or organizations, such as national, regional or state shoots or charitable fund- raisers, may be arranged by Service Provider on the same basis as the Range is available to the general public. Unless the requested event poses an unusual risk of property damage or involves some expense to the City, the damage deposit will be waived for events sanctioned and supervised or sponsored by the Service Provider. Service Provider acknowledges that at any time, other than the times for which the City has authorized the Approved Use of the Range or other permitted event by Service Provider, the City in its sole discretion may allow other interested persons or organizations to schedule organized shoots and events or other activities at the Range. During the times that the Service Provider has scheduled the Range for an Approved Use or other permitted event, the City will not allow the general public to make use of the Range. 7. Conduct of Service Provider. Service Provider must not charge an admission or any other fee to persons wishing to observe any activities it conducts at the Range. However, Service Provider may charge Range participants a reasonable fee for participating in events the Service Provider conducts during Approved Use of the Range and may limit the number of spectators as reasonably necessary to protect the safety of spectators and participants and/or the property. Service Provider may post advertising and other promotional material at the established sign near the shelter designed for such purposes. Any advertising or other promotional DocuSign Envelope ID: 6F446174-60C4-41E0-AAF7-C0FD4C7EC65E Services Agreement- Fort Collins Archery Association Page 3 of 13 materials posted by Service Provider must be removed immediately after the conclusion of the event. Service Provider must manage and conduct all activities during its Approved Use of the Range in a fair, professional, and competent manner and to the reasonable satisfaction of the City. 8. Utilities. The City will supply to the Range water, natural gas, and electricity at the City's expense, provided that Service Provider may use only such quantities of water, gas, and electricity as are reasonably necessary for the normal use of the Range and the performance of its duties to maintain the Range. The City will remove trash and debris from the City's supplied trash containers in the area of the Range on an as-needed basis, and will clean the toilet facility, shelter, grills and tables on an as-needed basis, as determined by the City in its sole discretion. 9. Building Maintenance and Range Upgrades. The City will keep and maintain the permanent structures at the Range, including without limitation, the exterior walls, foundation and roof of any buildings, plumbing, electrical, and any heating or air conditioning system associated with said structures. The City will also, at its sole cost, replace any and all plate, window and other glass (structural or otherwise) in, on or about any Range structures which may be broken or destroyed, with glass of the same or similar quality. Notwithstanding anything to the contrary contained herein, the City will not in any way be liable to the Service Provider for failure to make required repairs unless the Service Provider has previously notified the City in writing of a need for such repairs and the City has failed to commence and complete said repairs within a reasonable period of time following receipt of the written notification. The permanent structures and fixtures at the Range, including their color, cannot be materially altered without the written consent of the City. Service Provider will be responsible for and reimburse the City for the cost of any repairs or damage caused by any act or negligence of the Service Provider or the Service Provider's agents, employees, or invitees. 10. City and Service Provider Property. Upon the termination of this Agreement, the property listed on attached Exhibit “B” – City Property, consisting of one (1) page and incorporated herein by this reference, and any other property or fixtures located at the Range and paid for with City funds, will remain the property of the City. Service Provider will remove all items listed on Exhibit “C” – FCAA Property, consisting of one (1) page and incorporated herein by this reference, and any other property, except permanent fixtures, paid for by the Service Provider. 11. 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. 12. 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 DocuSign Envelope ID: 6F446174-60C4-41E0-AAF7-C0FD4C7EC65E Services Agreement- Fort Collins Archery Association Page 4 of 13 compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 13. Subcontractors. Service Provider may not subcontract any of the Work set forth in Exhibit A, Scope of Services 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. 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. 15. 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. 16. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. c. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City-furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period 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. 17. 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 DocuSign Envelope ID: 6F446174-60C4-41E0-AAF7-C0FD4C7EC65E Services Agreement- Fort Collins Archery Association Page 5 of 13 according to the terms of this Agreement, such party may be declared in default thereof. In the event the City is dissatisfied with the Service Provider’s maintenance of the Range, it will notify the Service Provider, in writing, of its complaints and the Service Provider will have a reasonable opportunity to repair or address the issue(s) raised. 18. 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. 19. 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. 20. 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 “D”, 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. 21. No Liens. Service Provider agrees to pay or cause to be paid promptly all bills and charges for material, labor or otherwise in connection with or arising out of any work undertaken at the Range on behalf of the Service Provider. Service Provider agrees to hold the City free and harmless against all liens and claims of liens for such labor and materials, filed against the Range or any part thereof and from and against any expense and liability in connection therewith, and to discharge (either by payment or by filing the necessary bond or otherwise) any mechanic's, supplier's or other liens against the Range arising out of any payment due or alleged to be due for any work, labor, services, materials or supplies claimed to have been furnished at the Service Provider's request in, DocuSign Envelope ID: 6F446174-60C4-41E0-AAF7-C0FD4C7EC65E Services Agreement- Fort Collins Archery Association Page 6 of 13 on or about the Range and to indemnify the City against any lien or claim of lien attached to or upon the Range or any part thereof by reason of any act or omission on the Service Provider's part. 22. 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. 23. 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. 24. 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 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 DocuSign Envelope ID: 6F446174-60C4-41E0-AAF7-C0FD4C7EC65E Services Agreement- Fort Collins Archery Association Page 7 of 13 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. 25. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "E" - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: 6F446174-60C4-41E0-AAF7-C0FD4C7EC65E Services Agreement- Fort Collins Archery Association Page 8 of 13 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 FORT COLLINS ARCHERY ASSOCIATION By:_______________________________ __________________________________ PRINT NAME __________________________________ PRESIDENT OR VICE PRESIDENT Date:_____________________________ DocuSign Envelope ID: 6F446174-60C4-41E0-AAF7-C0FD4C7EC65E 2/19/2015 Services Agreement- Fort Collins Archery Association Page 9 of 13 EXHIBIT A SCOPE OF SERVICES 1. Range Maintenance. Service Provider will repair and maintain the Range in a clean, safe and attractive manner that complies with generally recognized “safe ranges” industry standards for archery ranges. The static Range will be mowed by the City and the Service Provider will mow the paths for the walk- through course. The City will perform daily trash/restroom maintenance, and when required, any general infrastructure maintenance (i.e. shelter building, restrooms, pay stations, etc.). 2. Range Targets. Service Provider will install City-provided target bales as needed to minimize pass- through of arrows and/or other related unsafe conditions. Service Provider must not make any changes to the Range layout or the shape of the Range without the City's prior consent. Service Provider will install burlap target faces as needed due to wear from Range use. The City will supply Service Provider with the materials needed to construct and repair Range targets. The Service Provider agrees to use these provided materials only on the Range. DocuSign Envelope ID: 6F446174-60C4-41E0-AAF7-C0FD4C7EC65E Services Agreement- Fort Collins Archery Association Page 10 of 13 EXHIBIT B CITY PROPERTY  Pay station;  Signs, signposts and fencing;  Outhouse building and all contents, including custodial items, etc. in storage closet;  Shelter structure and aggregate wall;  BBQ mounted in concrete;  Trash cans;  Picnic tables outside of shelter;  Clubhouse building, less items listed in Exhibit C as FCAA property;  Folding chairs in Clubhouse;  Propane storage tank; and  Storage garage, less contents listed in Exhibit C as FCAA property DocuSign Envelope ID: 6F446174-60C4-41E0-AAF7-C0FD4C7EC65E Services Agreement- Fort Collins Archery Association Page 11 of 13 EXHIBIT C FCAA PROPERTY  All contents stored in the garage including but not limited to: targets, power equipment, tools, hardware, basketball hoop and bales;  All contents in the Clubhouse including but not limited to appliances and exhaust fan, excluding folding chairs listed in Exhibit “B” as City property;  Static and field range items, including: numbered posts, target butts and mounts, bow racks, tree and elevated stands, blind structure(s) and foot bridges;  Kiosk;  Picnic tables in shelter;  Club donations receptacle; and  On- site Utility trailers; NOTE: Fixtures and improvements to the Clubhouse obtained and installed by FCAA that will remain part of the Range upon termination of this Agreement include: storm windows, drapes, kitchen and bathroom cabinets, light fixtures and plumbing fixtures and northwest exterior stairwell. Landscaping installed by FCAA, including memorial trees and memorial benches, will also remain part of the Range upon termination of this Agreement. DocuSign Envelope ID: 6F446174-60C4-41E0-AAF7-C0FD4C7EC65E Services Agreement- Fort Collins Archery Association Page 12 of 13 EXHIBIT D 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 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 $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. DocuSign Envelope ID: 6F446174-60C4-41E0-AAF7-C0FD4C7EC65E Services Agreement- Fort Collins Archery Association Page 13 of 13 EXHIBIT E 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: 6F446174-60C4-41E0-AAF7-C0FD4C7EC65E Services Agreement- Fort Collins Archery Association Page 1 of 13 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 the Fort Collins Archery Association, a Colorado Nonprofit Corporation, hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the Scope of Services attached hereto as Exhibit "A", consisting of one (1) page and incorporated herein by this reference. 2. Contract Period. This Agreement shall commence February 20, 2015, and shall continue in full force and effect until February 19, 2016, 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. Written notice of renewal shall be provided to the Service Provider and mailed no later than thirty (30) days prior to contract end. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 4. 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: Service Provider: City: Copy to: Fort Collins Archery Assoc. Attn: Matt Dworak P.O. Box 270493 Fort Collins, CO 80527 City of Fort Collins Attn: Bill Whirty 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. DocuSign Envelope ID: 6F446174-60C4-41E0-AAF7-C0FD4C7EC65E Services Agreement- Fort Collins Archery Association Page 2 of 13 5. Range Fees and Reporting. The City shall charge a fee to users of the Range. Users may purchase a daily pass for Three Dollars ($3) and/or a 12- month pass for Thirty Dollars ($30). The City is responsible for the collection of the fee and monitoring the use of the Range to ensure that users have paid the fee. Service Provider shall provide annual passes to all members and reimburse the City Five Dollars ($5) for each member’s annual pass fee while this Agreement is in effect. The Service Provider shall reimburse the City on a quarterly basis for the annual passes issued to its members and shall provide the City with the requisite information to link the passes to the members’ vehicles. The City agrees to provide traffic and use data acquired via “sale of day” and annual passes, and/or other traffic studies, to Service Provider on a quarterly basis. 6. Use of Range. In consideration of Service Provider’s maintenance work on the Range, the City hereby grants a license to use the Range for its own locally organized archery shoots, fund- raisers, instruction and education at the Range during the year on a schedule pre-approved by the City ("Approved Use"). Approved Use may include Service Provider events sponsored by outside sponsors, but does not include Service Provider sponsoring events for outside groups or organizations. Service Provider must provide to the City a proposed schedule of dates upon which it seeks to use the Range no later than January 2nd of each year and obtain City approval thereof prior to publishing or advertising said schedule to the public. Approved Use of the Range is subject to a maximum of 250 participants at any one time. Additional Service Provider Range use beyond Approved Use, including hosting or sponsoring events other than Service Provider leagues, chapters or organizations, such as national, regional or state shoots or charitable fund- raisers, may be arranged by Service Provider on the same basis as the Range is available to the general public. Unless the requested event poses an unusual risk of property damage or involves some expense to the City, the damage deposit will be waived for events sanctioned and supervised or sponsored by the Service Provider. Service Provider acknowledges that at any time, other than the times for which the City has authorized the Approved Use of the Range or other permitted event by Service Provider, the City in its sole discretion may allow other interested persons or organizations to schedule organized shoots and events or other activities at the Range. During the times that the Service Provider has scheduled the Range for an Approved Use or other permitted event, the City will not allow the general public to make use of the Range. 7. Conduct of Service Provider. Service Provider must not charge an admission or any other fee to persons wishing to observe any activities it conducts at the Range. However, Service Provider may charge Range participants a reasonable fee for participating in events the Service Provider conducts during Approved Use of the Range and may limit the number of spectators as reasonably necessary to protect the safety of spectators and participants and/or the property. Service Provider may post advertising and other promotional material at the established sign near the shelter designed for such purposes. Any advertising or other promotional DocuSign Envelope ID: 6F446174-60C4-41E0-AAF7-C0FD4C7EC65E Services Agreement- Fort Collins Archery Association Page 3 of 13 materials posted by Service Provider must be removed immediately after the conclusion of the event. Service Provider must manage and conduct all activities during its Approved Use of the Range in a fair, professional, and competent manner and to the reasonable satisfaction of the City. 8. Utilities. The City will supply to the Range water, natural gas, and electricity at the City's expense, provided that Service Provider may use only such quantities of water, gas, and electricity as are reasonably necessary for the normal use of the Range and the performance of its duties to maintain the Range. The City will remove trash and debris from the City's supplied trash containers in the area of the Range on an as-needed basis, and will clean the toilet facility, shelter, grills and tables on an as-needed basis, as determined by the City in its sole discretion. 9. Building Maintenance and Range Upgrades. The City will keep and maintain the permanent structures at the Range, including without limitation, the exterior walls, foundation and roof of any buildings, plumbing, electrical, and any heating or air conditioning system associated with said structures. The City will also, at its sole cost, replace any and all plate, window and other glass (structural or otherwise) in, on or about any Range structures which may be broken or destroyed, with glass of the same or similar quality. Notwithstanding anything to the contrary contained herein, the City will not in any way be liable to the Service Provider for failure to make required repairs unless the Service Provider has previously notified the City in writing of a need for such repairs and the City has failed to commence and complete said repairs within a reasonable period of time following receipt of the written notification. The permanent structures and fixtures at the Range, including their color, cannot be materially altered without the written consent of the City. Service Provider will be responsible for and reimburse the City for the cost of any repairs or damage caused by any act or negligence of the Service Provider or the Service Provider's agents, employees, or invitees. 10. City and Service Provider Property. Upon the termination of this Agreement, the property listed on attached Exhibit “B” – City Property, consisting of one (1) page and incorporated herein by this reference, and any other property or fixtures located at the Range and paid for with City funds, will remain the property of the City. Service Provider will remove all items listed on Exhibit “C” – FCAA Property, consisting of one (1) page and incorporated herein by this reference, and any other property, except permanent fixtures, paid for by the Service Provider. 11. 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. 12. 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 DocuSign Envelope ID: 6F446174-60C4-41E0-AAF7-C0FD4C7EC65E Services Agreement- Fort Collins Archery Association Page 4 of 13 compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 13. Subcontractors. Service Provider may not subcontract any of the Work set forth in Exhibit A, Scope of Services 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. 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. 15. 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. 16. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. c. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City-furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period 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. 17. 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 DocuSign Envelope ID: 6F446174-60C4-41E0-AAF7-C0FD4C7EC65E Services Agreement- Fort Collins Archery Association Page 5 of 13 according to the terms of this Agreement, such party may be declared in default thereof. In the event the City is dissatisfied with the Service Provider’s maintenance of the Range, it will notify the Service Provider, in writing, of its complaints and the Service Provider will have a reasonable opportunity to repair or address the issue(s) raised. 18. 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. 19. 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. 20. 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 “D”, 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. 21. No Liens. Service Provider agrees to pay or cause to be paid promptly all bills and charges for material, labor or otherwise in connection with or arising out of any work undertaken at the Range on behalf of the Service Provider. Service Provider agrees to hold the City free and harmless against all liens and claims of liens for such labor and materials, filed against the Range or any part thereof and from and against any expense and liability in connection therewith, and to discharge (either by payment or by filing the necessary bond or otherwise) any mechanic's, supplier's or other liens against the Range arising out of any payment due or alleged to be due for any work, labor, services, materials or supplies claimed to have been furnished at the Service Provider's request in, DocuSign Envelope ID: 6F446174-60C4-41E0-AAF7-C0FD4C7EC65E Services Agreement- Fort Collins Archery Association Page 6 of 13 on or about the Range and to indemnify the City against any lien or claim of lien attached to or upon the Range or any part thereof by reason of any act or omission on the Service Provider's part. 22. 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. 23. 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. 24. 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 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 DocuSign Envelope ID: 6F446174-60C4-41E0-AAF7-C0FD4C7EC65E Services Agreement- Fort Collins Archery Association Page 7 of 13 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. 25. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "E" - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: 6F446174-60C4-41E0-AAF7-C0FD4C7EC65E Services Agreement- Fort Collins Archery Association Page 8 of 13 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 FORT COLLINS ARCHERY ASSOCIATION By:_______________________________ __________________________________ PRINT NAME __________________________________ PRESIDENT OR VICE PRESIDENT Date:_____________________________ DocuSign Envelope ID: 6F446174-60C4-41E0-AAF7-C0FD4C7EC65E Matt Dworak Digitally signed by Matt Dworak Date: 2015.02.18 09:21:16-07'00' DocuSign Envelope ID: 6F446174-60C4-41E0-AAF7-C0FD4C7EC65E Services Agreement- Fort Collins Archery Association Page 9 of 13 EXHIBIT A SCOPE OF SERVICES 1. Range Maintenance. Service Provider will repair and maintain the Range in a clean, safe and attractive manner that complies with generally recognized “safe ranges” industry standards for archery ranges. The static Range will be mowed by the City and the Service Provider will mow the paths for the walk- through course. The City will perform daily trash/restroom maintenance, and when required, any general infrastructure maintenance (i.e. shelter building, restrooms, pay stations, etc.). 2. Range Targets. Service Provider will install City-provided target bales as needed to minimize pass- through of arrows and/or other related unsafe conditions. Service Provider must not make any changes to the Range layout or the shape of the Range without the City's prior consent. Service Provider will install burlap target faces as needed due to wear from Range use. The City will supply Service Provider with the materials needed to construct and repair Range targets. The Service Provider agrees to use these provided materials only on the Range. DocuSign Envelope ID: 6F446174-60C4-41E0-AAF7-C0FD4C7EC65E Services Agreement- Fort Collins Archery Association Page 10 of 13 EXHIBIT B CITY PROPERTY  Pay station;  Signs, signposts and fencing;  Outhouse building and all contents, including custodial items, etc. in storage closet;  Shelter structure and aggregate wall;  BBQ mounted in concrete;  Trash cans;  Picnic tables outside of shelter;  Clubhouse building, less items listed in Exhibit C as FCAA property;  Folding chairs in Clubhouse;  Propane storage tank; and  Storage garage, less contents listed in Exhibit C as FCAA property DocuSign Envelope ID: 6F446174-60C4-41E0-AAF7-C0FD4C7EC65E Services Agreement- Fort Collins Archery Association Page 11 of 13 EXHIBIT C FCAA PROPERTY  All contents stored in the garage including but not limited to: targets, power equipment, tools, hardware, basketball hoop and bales;  All contents in the Clubhouse including but not limited to appliances and exhaust fan, excluding folding chairs listed in Exhibit “B” as City property;  Static and field range items, including: numbered posts, target butts and mounts, bow racks, tree and elevated stands, blind structure(s) and foot bridges;  Kiosk;  Picnic tables in shelter;  Club donations receptacle; and  On- site Utility trailers; NOTE: Fixtures and improvements to the Clubhouse obtained and installed by FCAA that will remain part of the Range upon termination of this Agreement include: storm windows, drapes, kitchen and bathroom cabinets, light fixtures and plumbing fixtures and northwest exterior stairwell. Landscaping installed by FCAA, including memorial trees and memorial benches, will also remain part of the Range upon termination of this Agreement. DocuSign Envelope ID: 6F446174-60C4-41E0-AAF7-C0FD4C7EC65E Services Agreement- Fort Collins Archery Association Page 12 of 13 EXHIBIT D 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 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 $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. DocuSign Envelope ID: 6F446174-60C4-41E0-AAF7-C0FD4C7EC65E Services Agreement- Fort Collins Archery Association Page 13 of 13 EXHIBIT E 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: 6F446174-60C4-41E0-AAF7-C0FD4C7EC65E DocuSign Envelope ID: 6F446174-60C4-41E0-AAF7-C0FD4C7EC65E