Loading...
HomeMy WebLinkAboutPAYFACTORS GROUP LLC - CONTRACT - AGREEMENT MISC - PAYFACTORS GROUP LLC (2)Official Purchasing Document Last updated 10/2017 Services Agreement MISC – Compensation Analysis Software Page 1 of 12 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 PAYFACTORS GROUP 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 Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit A, consisting of three (3) page(s) and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, Service Provider shall be solely responsible for performance of all duties hereunder. 2. Contract Period. This Agreement shall commence November 1, 2018 and shall continue in full force and effect until October 31, 2020, 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 three (3) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. 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: Payfactors Group LLC Attn: Geoff Sullivan 2 Adams Place, Suite 205 Quincy, MA 02169 City of Fort Collins Attn: Jamie Heckman PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 DocuSign Envelope ID: 97CF96E1-D919-4454-85FC-052AB0A7DEFC Official Purchasing Document Last updated 10/2017 Services Agreement MISC – Compensation Analysis Software Page 2 of 12 In the event of early termination by the City pursuant to this Section 4, the Service Provider shall not be obligated to return any prepaid fees for the period after termination. 5. Contract Sum. The City shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, per the attached Exhibit "B", consisting of one (1) page, 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. 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 other than to an acquiror of all or substantially all of the Service Provider’s business or assets. 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 DocuSign Envelope ID: 97CF96E1-D919-4454-85FC-052AB0A7DEFC Official Purchasing Document Last updated 10/2017 Services Agreement MISC – Compensation Analysis Software Page 3 of 12 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, shall operate in all respects in accordance with the specifications and documentation provided by Service Provider in connection with the services set forth on Exhibit A, 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 failure, Service Provider shall promptly remedy any such defect in such services. 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 twenty (20) 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 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 to the extent arising out of or resulting from the negligence, willful misconduct or breach of this Agreement by Service Provider. b. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against any claim that the Services infringe any third party intellectual property rights, and shall indemnify the City for any amounts awarded against the City in judgement or settlement of such claims. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. DocuSign Envelope ID: 97CF96E1-D919-4454-85FC-052AB0A7DEFC Official Purchasing Document Last updated 10/2017 Services Agreement MISC – Compensation Analysis Software Page 4 of 12 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 C, 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 Purchasing Director, 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 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. Appropriation. To the extent this Agreement or any provision in it constitutes a multiple fiscal year debt or financial obligation of the City, it shall be subject to annual appropriation by City Council as required in Article V, Section 8(b) of the City Charter, City Code Section 8-186, and Article X, Section 20 of the Colorado Constitution. The City shall have no obligation to continue this Agreement in any fiscal year for which no such supporting appropriation has been made. 19. 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 DocuSign Envelope ID: 97CF96E1-D919-4454-85FC-052AB0A7DEFC Official Purchasing Document Last updated 10/2017 Services Agreement MISC – Compensation Analysis Software Page 5 of 12 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 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 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. 20. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit D - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. 21. Limitation on Liability. Except for liability arising under sections 15a and/or 15b for third party claims, the “Usage Restrictions” and “Proprietary Data” section of Exhibit A, and Exhibit D, (A) in no event will the liability of either party under this agreement exceed the total annual fees paid by the City for the Contract year to which the claim relates, (B) to the maximum extent permitted by applicable law, in no event will either party have any liability in contract, tort, o9r otherwise for any indirect, special, incidental, consequential (including lost profits, revenue or data) or punitive damages arising out of any provision of this Agreement, even if a party has been advised of the possibility of such damages. In no event will Service provider have any liability for claims relating to business decisions made by the City in reliance upon any of the services, and (C) no term or condition of this Agreement shall be construed or interpreted as a waiver of any provision of the Colorado Governmental Immunity Act §24-10-101 et SEQ., C.R.S., as now or hereafter amended. DocuSign Envelope ID: 97CF96E1-D919-4454-85FC-052AB0A7DEFC Official Purchasing Document Last updated 10/2017 Services Agreement MISC – Compensation Analysis Software Page 6 of 12 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: PAYFACTORS GROUP, LLC By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: 97CF96E1-D919-4454-85FC-052AB0A7DEFC Bill Coleman COO 11/18/2018 Assistant City Attorney ll 11/27/2018 City Clerk Official Purchasing Document Last updated 10/2017 Services Agreement MISC – Compensation Analysis Software Page 7 of 12 EXHIBIT A SCOPE OF SERVICES Services The Service Provider will provide the following:  US Data On-line Service that permits users to market price jobs scoped by industry, geography and company size via PayFactors professional-grade compensation database. Information provided is based on the City’s provided information of 1,500 Full Time Equivalents (FTEs).  Data Plus Salary Structures tool which permits user to build, edit and maintain salary structures and grades, and manage and slot City’s jobs and incumbents within structures and grades. Also includes functionality to perform competitive analysis between the market data and City’s internal pay practices.  Premium Survey Participation Template Population. Survey Management tool permits users to build customized market-pricing composites using third party survey data, input company data for survey participation purposes, and analysis City’s uploaded payroll data against other market-price sets. The City’s subscription level includes three survey titles.  Job Description Management. Job description Management provides organizations with an online central repository to store and manage job descriptions. Job description templates allow organizations to standardize job descriptions. Users can access a library of over 2000+ robust job descriptions to use a s a starting point. The City has selected access to 400 job descriptions in Microsoft Word format. Implementation Process 1. Project Kick-off Service Provider and City will meet and decide on a project plan. With a comprehensive data review process, Service provider will access the general functionality and begin the process of installing the software. 2. Data Collection In conjunction with the City, Service Provider will collect, specify and send organizational, survey and market-pricing match data. 3. Data Validation. Within approximately a two week time frame, Service Provide will load, configure and confirm City’s technology. 4. Training. Service Provider will provide a week of hands-on interactive training meetings. City will be eligibility for free ongoing training. System Support, Set-up & Professional Services During the Term, Service Provider will provide, free of charge, phone, email and web-based support and training to City from 9:00 AM until 8:00 PM (EST), Monday through Friday (except DocuSign Envelope ID: 97CF96E1-D919-4454-85FC-052AB0A7DEFC Official Purchasing Document Last updated 10/2017 Services Agreement MISC – Compensation Analysis Software Page 8 of 12 for Service Provider recognized holidays). City will be responsible for fielding and consolidating initial support requests, verifying the existence of software issues, answering software-use questions, and managing system-administration functions. All on-site professional and/or consulting services (the “On-site Services”) shall be provided to City at a fee of $2,500 per day (including travel days), per Service Provider employee, plus all reasonable travel expenses. During the Term, and as a part of the Services Ordered in the Subscription Agreement, Service Provider agrees to configure the Service Provider software necessary for the Services (the “System Set-Up Services”) and provide City support for the Services (the “Professional Services”). If Customer fails to notify Service Provider in writing of its rejection of the Professional Services or System Set-Up Services within five business days after such services are performed, the Professional Services and System Set-Up Services will be deemed accepted. The City’s sole remedy hereunder with respect to any nonconforming services that have not been accepted shall be to require Service Provider to re-deliver such non-conforming services. Licensing Service Provider grants, and City accepts, a license to use and access the Services and any proprietary Service Provider data licensed by or made available to City via on-line software, including without limitation the data and information made available through the Services (collectively, “Service Provider Data”), and all updates, upgrades and improvements released generally by Service Provider during the Term. This license is limited, worldwide, nonexclusive, non-transferable, non-sublicensable and subject to this Agreement Accounts & Authorized Users City will receive the number of Service Provider accounts indicated on the Subscription Agreement (“Accounts”). Each Account will have one password that will permit one User (as defined below) to access Service Provider and to store one set of system preferences and data search-lists subject to the terms of this Agreement. City agrees to implement reasonable controls to ensure that its use does not exceed the maximum number of Accounts, Users, and FTE’s (as defined below) served. Service Provider and the related Service Provider Data may be used only by City’s directors, officers, employees and onsite contractors given passwords by City (“Users”). City agrees to provide Service Provider with the names and email addresses of all Users upon Service Provider request. City acknowledges that Service Provider may monitor City’s use of the Services to ensure that it remains in compliance with this Agreement for the duration of the Term. City shall be responsible for all actions of a User with respect to any of the Services and any breach by a User of this Agreement shall constitute a breach by City. For purposes hereof, “FTE” means a full time equivalent employee, meaning one employee that works 40 hours a week or two employee that in the aggregate work 40 hours per week. Usage Restrictions Users may access the Services and Service Provider Data only in connection with the internal operations of City’s business. Users may not: (a) reverse engineer, decompile or disassemble Service Provider Data, any Service Provider software, code or any of their respective elements (“Service Provider IP”); (b) copy, alter, modify, adapt, translate or create derivative works from Service Provider IP or any portion of thereof; (c) make any of the Services or Service Provider IP available for third-party use; or (d) remove or alter any copyright, trademark or other proprietary notices from Service Provider IP. City agrees that, during the Term and for two years afterward, it will not engage in the business of selling compensation planning software, and/or compensation data of any kind and will not solicit for employment any Service Provider employee or consultant or encourage any Service Provider employee or consultant to terminate his or her employment with Service Provider. DocuSign Envelope ID: 97CF96E1-D919-4454-85FC-052AB0A7DEFC Official Purchasing Document Last updated 10/2017 Services Agreement MISC – Compensation Analysis Software Page 9 of 12 Intellectual Property Ownership City understands and agrees that the Service Provider IP (including, without limitation, the Service Provider Data) is the property of Service Provider and is protected by United States and international intellectual property laws and treaties. Service Provider retains all right, title and interest in the Service Provider IP (including, without limitation, the Service Provider Data). Except as otherwise expressly granted in this Agreement, no license, right or interest in any Service Provider IP is granted hereunder. The Services and any modifications to the Services (including without limitation any inventions, creations, and improvements conceived) made or provided by Service Provider pursuant to the Agreement, whether alone or with any contribution from City or its personnel, are Service Provider intellectual property. To the extent City or its personnel may acquire any right or interest therein by operation of law, City irrevocably assigns all such right and interest exclusively to Service Provider. Any employee data, company data, or job files, proprietary survey data or job description files supplied by City (collectively, the “City Data”) is and will remain City’s intellectual property. Proprietary Data City acknowledges that the Service Provider IP (including, without limitation, the Service Provider Data) constitutes sensitive data and property with intellectual property rights of substantial value to Service Provider. City agrees (i) not to use any Service Provider IP or other Service Provider confidential information (collectively, “Confidential Information”) for any purpose other than as expressly permitted under this Agreement, (ii) not to disclose any Confidential Information to any third party without the prior written consent of Service Provider and (iii) to take commercially reasonable security measures to prevent the unauthorized use, duplication, or distribution of the Confidential Information at least equal to that which City uses to protect its own proprietary information. Service Provider agrees to take commercially reasonable security measures to prevent the unauthorized access, use, duplication, or distribution of City Data to which Service Provider has access at least equal to that which Service Provider uses to protect its own proprietary information. A party may disclose the other party’s Confidential Information if required by any judicial or government requirement or order, provided, however, that such party will promptly notify the other party of any such requirement or order, and will cooperate with the other party to contest any such requirement or order. In consideration for the Services being performed hereunder, City hereby grants Service Provider the right to utilize City Data for normative research so long as such data is used only in aggregated and anonymous format (i.e. so that personally identifiable information allowing the identification of individual employees is removed, the names of City’s clients are removed, and data is aggregated such that none of the City Data is reported or made available as part of such normative research), for normative research, analyses and reporting purposes only. DocuSign Envelope ID: 97CF96E1-D919-4454-85FC-052AB0A7DEFC Official Purchasing Document Last updated 10/2017 Services Agreement MISC – Compensation Analysis Software Page 10 of 12 EXHIBIT B COMPENSATION The Service Provider and the City agree to the following compensation for the services described herein. Recurring annual fees for the Initial Term are detailed below. The total amount payable for each year of the Initial Term is listed in the right column and are due net thirty (30) days after date of invoice. Fees and due dates for any Compensation Consulting are set forth in Exhibit A for such project. Annual License Fees Initial Set-Up On-Going Services Total Payable Initial 2-Year Term $17,500 Waived Waived $35,000 Annual License Fees Initial Set-Up On-Going Services Total Payable Year 3 $17,500 N/A N/A $17,500 Year 4 $17,500 N/A N/A $17,500 Year 5 $17,500 N/A N/A $17,500 Service Provider will invoice City for the annual license fee described above (the “Annual License Fee”) for the upcoming subscription year immediately prior to or in the beginning of such subscription year. Invoices shall be sent electronic to invoices@fcgov.com. City shall pay the Annual License Fee and any System Set-Up Services Fees or Professional Services Fees (each as defined below) net thirty (30)-days from the invoice date. Reasonable travel and out-of-pocket expenses incurred by Service Provider on City’s behalf (including, without limitation, to perform the Professional Services or the System Set-Up Services for any additional work requested) will be billed separately, as incurred. All fees are expressed in U.S. dollars, due net thirty (30)-days from the invoice date and include no taxes as the City is a tax exempt organization. Should either party terminate Agreement before the end of the Initial Term or any subsequent Renewal Term, Service Provider will refund an amount equal to one-twelfth of the Annual License Fee paid by City for the subscription year in which the termination occurs, multiplied by the number of full calendar months remaining in that subscription year. Upon any termination of this Agreement, City shall immediately cease all use of the Services and Service Provider shall revoke all passwords and access to the Services. In addition, if City fails to make any payment hereunder, Service Provider may immediately suspend City’s access to the Services; such suspension will not modify the terms and conditions set forth in this Agreement. DocuSign Envelope ID: 97CF96E1-D919-4454-85FC-052AB0A7DEFC Official Purchasing Document Last updated 10/2017 Services Agreement MISC – Compensation Analysis Software Page 11 of 12 EXHIBIT C 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 reduce coverage or limits and will not be cancelled, except after thirty (30) 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 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 Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance 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: 97CF96E1-D919-4454-85FC-052AB0A7DEFC Official Purchasing Document Last updated 10/2017 Services Agreement MISC – Compensation Analysis Software Page 12 of 12 EXHIBIT D 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: 97CF96E1-D919-4454-85FC-052AB0A7DEFC I do not know what this “required attachment” is supposed to be. DocuSign Envelope ID: 97CF96E1-D919-4454-85FC-052AB0A7DEFC ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: PHONE FAX (A/C, No, Ext): (A/C, No): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXP TYPE OF INSURANCE (MM/DD/YYYY) (MM/DD/YYYY) LIMITS AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- LOC JECT PRODUCTS - COMP/OP AGG OTHER: $ COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) INSURER(S) AFFORDING COVERAGE NAIC # PRODUCER INSURED INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : COVERAGES TYPE OF INSURANCE POLICY NUMBER LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY LOC OTHER: EACH OCCURRENCE MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG $ $ $ $ $ $ AUTOMOBILE LIABILITY ANY AUTO $ $ $ $ OCCUR CLAIMS-MADE DED RETENTION $ EACH OCCURRENCE AGGREGATE E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION $ $ $ $ $ Y/N CONTACT NAME: PHONE (A/C, No, Ext): E-MAIL ADDRESS: FAX (A/C, No): CERTIFICATE NUMBER: REVISION NUMBER: $ UMBRELLA LIAB EXCESS LIAB AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD $ INSURER F : $ N/A SCHEDULED AUTOS NON-OWNED AUTOS ONLY OWNED AUTOS ONLY HIRED AUTOS ONLY 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 LTR ADDL INSD POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) PRO- JECT DAMAGE TO RENTED PREMISES (Ea occurrence) COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below PER STATUTE OTH- ER SUBR WVD 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 have ADDITIONAL INSURED provisions or 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). SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 11/21/2018 PAYCHEX INSURANCE AGENCY INC 150 SAWGRASS DR ROCHESTER, NY 14620 (877) 362-6785 (877) 362-6785 (877) 677-0447 paychex@travelers.com PAY FACTORS GROUP LLC 2 ADAMS PLACE STE 205 QUINCY, MA 02169 THE TRAVELERS INDEMNITY COMPANY OF CONNECTICUT 766237440471523 A UB-4E855333-18 04/04/2018 04/04/2019 X 1,000,000 1,000,000 1,000,000 CITY OF FORT COLLINS PO BOX 580 FORT COLLINS, CO 80522 DocuSign Envelope ID: 97CF96E1-D919-4454-85FC-052AB0A7DEFC 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. 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 have ADDITIONAL INSURED provisions or 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). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD SG103716 Sonya George 11/20/2018 PAYFGRO-01 A 13SBATH8743 A 13SBATH8743 A 13SBATH8743 B MCN000206021701 10,000 2,000,000 2,000,000 4,000,000 2,000,000 4,000,000 10,000 1,000,000 2,000,000 2,000,000 X X X X X X X X C PCD100122100 License # PC-919032 11/01/2018 11/01/2019 11/01/2018 11/01/2019 12/06/2017 12/06/2018 11/01/2018 11/01/2019 09/01/2018 09/01/2019 City of Fort Collins is hereby included as an additional insured with regards to the general liability policy as their interest may appear with respect to the insured's operations when required by written contract, pursuant to and subject to the policy's terms, definitions, conditions and exclusions. Integro USA Inc., dba: Integro Insurance Brokers 125 Village Blvd., Suite 250 Princeton, NJ 08540 (212) 295-5400 City of Fort Collins P.O. Box 580 Fort Collins, CO 80522 PayFactors Group, LLC 2 Adams Place, Suite 205 Quincy, MA 02169 Sentinel Insurance Company, Ltd. AXIS Insurance Company Arch Insurance Company 11000 37273 1150 sonya.george@integrogroup.com Limit of Liability Limit of Liability 5,000,000 5,000,000 Errors & Omissions D&O/EPL DocuSign Envelope ID: 97CF96E1-D919-4454-85FC-052AB0A7DEFC