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HomeMy WebLinkAboutCORRESPONDENCE - AGREEMENT MISC - BIKE FORT COLLINS (5)Services Agreement Misc – Bike Share Program Page 1 of 16 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 Friends of the Fort Collins Bicycle Program, Inc., a Colorado nonprofit corporation, also known as BIKE FORT COLLINS, 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 for BIKE SHARE LOCAL PROGRAM OPERATIONS attached hereto as Exhibit "A", consisting of eight (8) pages 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 March 1, 2017, and shall continue in full force and effect until February 28, 2018, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. 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: Friends of the Fort Collins Bicycle Program, Inc. Attn: Bruce Henderson PO Box 1632 City of Fort Collins Attn: Tessa Greegor, Bikes Program Manager PO Box 580 City of Fort Collins Attn: Purchasing Dept. PO Box 580 DocuSign Envelope ID: 003026C5-0DB8-4CB8-A5CC-7F6AAF3EFA38 Services Agreement Misc – Bike Share Program Page 2 of 16 Fort Collins, CO 80522 Bmhender6@gmail.com Fort Collins, CO 80522 Fort Collins, CO 80522 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 5. Contract Sum. The City shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, as per the attached Exhibit "A", consisting of eight (8) pages, and incorporated herein by this reference. 6. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. 7. Independent Service provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 8. Subcontractors. Service Provider may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Service Provider. 9. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 10. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. DocuSign Envelope ID: 003026C5-0DB8-4CB8-A5CC-7F6AAF3EFA38 Services Agreement Misc – Bike Share Program Page 3 of 16 11. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. c. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City-furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 12. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 13. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 14. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 15. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work DocuSign Envelope ID: 003026C5-0DB8-4CB8-A5CC-7F6AAF3EFA38 Services Agreement Misc – Bike Share Program Page 4 of 16 hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit B, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's 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. 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: DocuSign Envelope ID: 003026C5-0DB8-4CB8-A5CC-7F6AAF3EFA38 Services Agreement Misc – Bike Share Program Page 5 of 16 1. Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Service Provider shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 19. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "C" - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: 003026C5-0DB8-4CB8-A5CC-7F6AAF3EFA38 Services Agreement Misc – Bike Share Program Page 6 of 16 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: Friends of the Fort Collins Bicycle Program, Inc., a Colorado nonprofit corporation By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: 003026C5-0DB8-4CB8-A5CC-7F6AAF3EFA38 3/20/2017 President Bruce Henderson Senior Assistant City Attorney 3/28/2017 City Clerk Services Agreement Misc – Bike Share Program Page 7 of 16 EXHIBIT A SCOPE OF SERVICES Bike Fort Collins: Scope of Services pertaining to the Fort Collins Bike Share Local Program (for Bike Share Local Program Operations) The City of Fort Collins (City) will pay up to $101,356.84 during the contract term (including funds rolled over from 2016) to Bike Fort Collins (Service Provider) to manage the Fort Collins Bike Share Local Program (FCBSLP), which includes the Local Bike Share Ambassador Program and the Local Bike Share Sponsorship and Recruitment Program. All hours worked may be billed back to the FC Bikes Program within the approved budget. Invoice format will be subject to the City’s specifications. FC Bikes will approve major staffing revisions. The future invoice for February 2017 will be deducted from the 2016 rollover funds as outlined in the chart below. The remaining rollover funds will be available for this contract term. SECTION 1: USE OF THE DOWNTOWN TRANSIT CENTER FACILITIES Transfort/Parking Services will oversee the following as it pertains to the facility use at the Downtown Transit Center (“DTC”): 1) Facility. Transfort/Parking Services, a department of the City of Fort Collins, is the owner of the building known as the Downtown Transit Center, located at 250 N Mason Street, and legally described as Lot 1, Downtown Transit Center and Tract A, Downtown Transit Center (“Building”). Facility Use. Transfort/Parking Services and FC Bikes, Departments of the City of Fort Collins, agree that co-location of transit and Fort Collins Bike Share (FCBS) operations in the DTC has mutual benefit to patrons of both service providers. Refer to Appendix A, for a building floor plan indicating the “spaces” identified for the FCBS use including the FCBS Kiosk (the “Facilities”). As the contracted operator of the FCBSLP the Service Provider agrees to the following requirements related to use of the Facilities: a) Service Provider Employees and approved volunteers will be provided fob keys to access the DTC main entrance, the DTC rear entrance, and the Facilities. Only employees and approved volunteers will have access. i) Access into the DTC Administration Area, on the south side of the Building, shall not be included. ii) Access into the FCBS Kiosk will be using a traditional key, not a fob. iii) The Service Provider shall keep track of all keys/fobs provided to their staff and notify Transfort if any keys and/or fobs are lost or misplaced immediately. b) FCBSLP Employees and approved volunteers shall at all times act in accordance with stated Transfort Employee Operating Standards and the City’s Personnel Policies & Procedures. c) The FCBS Kiosk may be used for FCBS material storage and FCBS material display (e.g., maps, program brochures). It is not intended that this space will be staffed and open to the public on a regular basis. It may, however, serve as a location for temporary events to promote FCBS. Service Provider use and access to the DTC and Facilities is subject to change as determined by Transfort. In the event that Transfort determines to remove the Service Provider’s use and access to the Facilities, Transfort agrees to provide a minimum of two weeks’ notice. The Service Provider is required to fully vacate DocuSign Envelope ID: 003026C5-0DB8-4CB8-A5CC-7F6AAF3EFA38 Services Agreement Misc – Bike Share Program Page 8 of 16 any materials and leave the Facilities in clean condition. Transfort will arrange a walkthrough with the Service Provider to collect keys and inspect the premises. d) The Service Provider agrees to have all employees that perform opening and closing activities in the DTC be trained by a Transfort Customer Service Representative (CSR) prior to performing any opening or closing shifts in the DTC facility. e) The Service Provider shall coordinate any changes to the Facilities with Transfort. f) The Service Provider is responsible for keeping a tidy and presentable work space in the DTC. g) The FCBS Kiosk interior work space in the DTC will be cleaned through the DTC maintenance and cleaning contract. h) The Service Provider shall report any damage that occurs to the facility and/or equipment immediately to Transfort. i) The Service Provider shall report any incidents that occur at the facility immediately to Transfort. SECTION 2: ADDITIONAL PROGRAMS AND OPERATIONS FC Bikes Program, a program of the City of Fort Collins, will oversee the following as it pertains to the Fort Collins Bike Share Local Program (FCBSLP) and Service Provider as the contracted party: Staffing and volunteers: The Service Provider will have a small team of dedicated employees to support the FCBSLP. The individuals should include:  Fort Collins Bike Share Local Program Director (FCBSLP Director) (1 FTE)  Outreach Coordinator (0.5 FTE)  Ambassadors (~1 FTE) The key responsibilities covered by the team include program management support and being local ambassadors for the program: Program Management Support  Sponsorship recruitment  Marketing support  Strategic planning Ambassadors  Staffing stations on a regular basis  Staffing key events (e.g., CSU football games, farmers markets, etc.)  System promotion It is the intent of the City to supplement and enhance the automated Bike Share system provided by Zagster Inc. through the FCBSLP. The Service Provider will manage and implement the FCBSLP, by providing the following to support a successful, locally branded bike share DocuSign Envelope ID: 003026C5-0DB8-4CB8-A5CC-7F6AAF3EFA38 Services Agreement Misc – Bike Share Program Page 9 of 16 system:  Serve as a central point of contact for the Fort Collins Bike Share Program and provide ongoing coordination with Zagster Inc., FC Bikes, CSU and other Program Partners to ensure seamless operations, communications, and system planning and promotion.  Promote and encourage safe bicycling to all FCBS customers.  Offer bicycling resources, e.g., helmets and bike maps to bike share users.  Coordinate w/Transfort/Parking Services to ensure proper use of the DTC Kiosk.  Offer technical support at Bike Share stations to educate users on the check-out process.  Work with Zagster and the City to explore/implement strategies to make the FCBS program more equitable and accessible.  Organize and staff ambassador events to promote Bike Share and recruit members and sponsors.  Participate in bicycle-related events and other community events as appropriate (e.g., Farmers Markets).  Promote general Bike Share awareness within the community. Local Bike Share Planning, Sponsorship and Recruitment Program  Participate in strategic high-level station growth planning that maximizes expansion goals for last-mile commuting, touring, convenient trips, finances and diversity. Primary collaboration with FC Bikes.  Participate in launch planning, both initial launch and all subsequent expansion phases. Represent local business view in sponsorship messaging.  Participate in planning local marketing strategy.  Conduct sponsorship outreach. Deliver presentations that promote Bike Share benefits and station sponsorship.  Plan and execute periodic activities with existing sponsors to support retention efforts.  Partner with local businesses in their promotions to leverage FCBS.  Coordinate with Zagster to align sponsorship recruitment and retention efforts. 1) FCBSLP Director will oversee the program, including budget, invoices, expansion, staff needs, and status reports. In addition, (s)he will serve as a liaison with FC Bikes, Zagster Inc., and Transfort/Parking Services staff. FCBSLP Director will ensure that salary for any two-week period does not exceed 10% of City funding for the FCBSLP program, unless approved by FC Bikes staff. (S)he may raise additional funding for the program. 2) Additional staff may be used to support increased service hours. 3) End-of-year staff bonuses may be billed to the City subject to approval by FC Bikes. 4) Service Provider will develop and implement a volunteer recruitment and retention plan as needed. DocuSign Envelope ID: 003026C5-0DB8-4CB8-A5CC-7F6AAF3EFA38 Services Agreement Misc – Bike Share Program Page 10 of 16 5) Service Provider shall coordinate messaging with FC Bikes staff for all formal communication with the media or sponsors. All fundraisers and events hosted for the FCBSLP shall be approved by FC Bikes. 6) Service Provider will continue to improve the FCBSLP pursuant to the strategies determined in coordination with FC Bikes. All improvements are designed to enhance the customer experience and promote the citywide Bike Share Program. SECTION 3: EMPLOYEE CONDUCT 1) Conduct: Service Provider shall control the conduct and demeanor of its agents and employees. Upon objection from the City concerning conduct or demeanor of any such person, Service Provider shall immediately take all lawful steps to address or remove the cause of the objection. Also, if the City so requests, Service Provider agrees to supply and require its employees to wear suitable attire and to wear or carry badges or other suitable means of identification, the form for which shall be subject to prior and continuing approval of the City. The personal conduct of Service Provider and its staff has a direct impact on the quality of performance. Unacceptable personal conduct/behavior by Service Provider, as defined, can result in immediate or early termination of the Agreement, as also defined. Although it is impossible to predict every possible type of misconduct, the following are some of the types of conduct which could be considered inappropriate: a. Theft or misuse of money or property; b. Commission or conviction of a felony or of any crime involving moral turpitude; c. Harassment of, or discrimination against, any individual based on race, religion, national origin, age, sex, sexual orientation or disability; d. Falsification, unauthorized use or destruction of City property; e. Abusive or threatening treatment of any person, including, but not limited to physical or verbal confrontation; f. Insubordination or refusal to comply with directives or assignments; g. Using, consuming, possessing, having in the body, or distributing alcohol or controlled substances during working time; h. Incompetence, inattention to duties or wastefulness while on the job; i. Failure to meet performance expectations of job or not performing duties or functions assigned; j. Engaging in personal business while on the job or engaging in outside employment which interferes with job performance; k. Repeated tardiness, absenteeism; l. Job Abandonment (unreported absences of three days or more) 2) Positions of Trust: Service Provider acknowledges and agrees that certain services provided by Service Provider will require that employees, agents, and volunteers of the Service Provider act in positions of trust which will entail the handling of and accounting for funds of the City and City property, or direct contact with youth and other members of the general public. Accordingly, Service Provider agrees that all employees, volunteers, and other representatives or agents of Service Provider in positions of trust, as defined, shall be DocuSign Envelope ID: 003026C5-0DB8-4CB8-A5CC-7F6AAF3EFA38 Services Agreement Misc – Bike Share Program Page 11 of 16 screened using the City’s contractual background screening procedure, with such costs associated with said screenings to be fully paid by Service Provider. SECTION 4: REPORTING Service Provider will prepare monthly status reports for FC Bikes on the condition and effectiveness of the FCBSLP. These reports will be due by the 20th of each month for the previous month. (Example: January’s report is due February 20). The status report will include: staffing hours, number of customer contacts, helmet distribution totals, sponsors recruited, events attended in addition to standard budget reports. Other metrics will be determined collectively by Service Provider, FC Bikes and Zagster Inc. SECTION 5: LEVEL OF SERVICE 1) In 2017, the FCBSLP will operate year-round. 2) The FCBSLP will include staffing and hours related to the Local Bike Share Ambassador Program and Sponsorship and Recruitment Program. 4,000-4,500 hours are anticipated for these tasks (including contingency hours). SECTION 6: PROPERTY Property pertaining to the FCBSLP, specifically the current Fort Collins Bike Library bicycle fleet (a subset of which may be retained for bike share operations), fleet supplies and other items purchased through City funds, is owned by the City of Fort Collins. Any sale or repurposing of such items must be approved by the City of Fort Collins. An inventory of any such agreed upon rental fleet will be made available to the City of Fort Collins Bike Program Manager on a monthly basis. FCBSLP bikes and materials may be stored in the garage at 220 Howes Street as approved by FC Bikes. (The City of Fort Collins is responsible for the maintenance of these buildings.) SECTION 7: FUNDING FCBSLP operating expenses are estimated at $120,200 for the contract term. As approved by the City, a combination of funding sources will be used to meet the level of service expected of the Service Provider as outlined below. CHART 1 City of Fort Collins Funding: Est. 2016 City of Fort Collins Rollover (which already accounts for January 2017. February 2017 invoice will also be covered by these funds) $21,356.84* 2017 City of Fort Collins Contract $80,000 Est. Total (City) $101,356.84 Bike Fort Collins Funding: Event Income $5,000 Bike Fort Collins Bike Share Program Reserves $15,000 (up to)** Est. Total (BFC) $20,000 Total Est. Income $121,356.84 (up to) *February 2017 invoice has not yet been received and will be deducted from this amount. **Up to $15,000 from Bike Fort Collins Bike Share Program Reserves will be used as needed to supplement expenses as detailed here. DocuSign Envelope ID: 003026C5-0DB8-4CB8-A5CC-7F6AAF3EFA38 Services Agreement Misc – Bike Share Program Page 12 of 16 Additional funding may be pursued through special sponsorships: Service Provider may solicit business sponsorships to support the FCBSLP in order to supplement funding from the City of Fort Collins and from user fees and membership, and may enter into sponsorship agreements with sponsors. 1) Approved sponsor packages will be developed as needed, in coordination with the City of Fort Collins and Zagster, Inc. 2) The City of Fort Collins logo will be displayed on FCBSLP materials. Finances: 1) The City of Fort Collins will reimburse the Service Provider up to the amount outlined in Chart 1 in 2017 for running the FCBSLP. Reimbursable expense categories include: a) DTC improvements b) Merchandise c) Office supplies d) Marketing & design to promote and operate the FCBSLP e) Technology and web services (as appropriate) f) FCBSLP utilities g) FCBSLP employee wages h) Miscellaneous materials specific to operating the FCBSLP i) Payroll expenses 2) Service Provider will invoice the City of Fort Collins on monthly basis. Invoices will include the following documentation: a) Overall Program Profit and Loss by Expense Category b) Detailed cash flow report for all items to be paid for by City funds c) Status report documenting all income and expenses pertaining to the FCBLSP 3) Additional expenses, including the following may be covered through revenue generated by the FCBSLP and Service Provider via sponsorship, user fees and fundraising: a) Payroll taxes b) Office Reimbursement c) Healthcare d) Liability and Workers’ Comp Insurance e) Merchant Services f) Appreciation and Training g) Travel h) Education and Development i) FCBSLP Events j) Meeting expenses DocuSign Envelope ID: 003026C5-0DB8-4CB8-A5CC-7F6AAF3EFA38 Services Agreement Misc – Bike Share Program Page 13 of 16 k) Sponsorship Items l) BFC Management Expense m) Food and alcohol expenses (outside of those adhering to City’s Personnel Policies & Procedures) n) Expansion of FCBS 4) Any monies raised for and through the FCBSLP will be deposited into an account designated specifically for the FCBSLP program. 5) Monies raised in excess of the anticipated operating expenses for 2017 may be used to improve and expand FCBSLP operations. 6) Monies remaining in the FCBSLP designated account at the end of 2017 will either (1) rollover to 2018 to support the continuation of the FCBSLP, or (2) remain with Service Provider to be used for bicycle education programming, as approved by FC Bikes, in the event Service Provider is no longer the operator of the FCBSLP. DocuSign Envelope ID: 003026C5-0DB8-4CB8-A5CC-7F6AAF3EFA38 Services Agreement Misc – Bike Share Program Page 14 of 16 DocuSign Envelope ID: 003026C5-0DB8-4CB8-A5CC-7F6AAF3EFA38 Services Agreement Misc – Bike Share Program Page 15 of 16 EXHIBIT B INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not 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 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: 003026C5-0DB8-4CB8-A5CC-7F6AAF3EFA38 New insurance Services Agreement Misc – Bike Share Program Page 16 of 16 EXHIBIT C CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Service Provider hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perform, the Service Provider hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Service Provider shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City, or the City so requests for any reason, the Service Provider shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Service Provider understands and agrees that the City’s remedies at law for a breach of the Service Provider’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: 003026C5-0DB8-4CB8-A5CC-7F6AAF3EFA38 03/21/2017 Long's Insurance Agency,Inc 7800 Miller Dr. Unit C Frederick, CO 80504 License #: 252724 Terri M Hauk (720)684-6012 (720)684-6052 Terri@LongsInsurance.com 00000000-0 1 Friends Of the Fort Collins Bicycle Program, Inc DBA Bike Fort Collins PO Box 1632 Fort Collins, CO 80522 Mesa Underwriters Specialty Insurance Co. A X Y MP0005005000294 10/15/2016 10/15/2017 X X 1,000,000 100,000 Excluded 1,000,000 2,000,000 2,000,000 City of Fort Collins is listed as an additional insured. City Of Fort Collins 215 N Mason St. Fort Collins, CO 80525 (TMH) Printed by TMH on March 21, 2017 at 02:29PM ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) 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 TYPE OF INSURANCE POLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (MM/DD/YYYY) 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 $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $ MED EXP (Any one person) $ ACORD TM CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 03/20/2017 PRODUCER Pinnacol Assurance 7501 E Lowry Blvd Denver, CO 80230-7006 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC# INSURED Bike Fort Collins 250 N Mason Fort Collins, CO 80521 INSURER A: Pinnacol Assurance 41190 INSURER B: INSURER C: INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDNG ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMMENT 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 ADD'L POLICY EFFECTIVE POLICY EXPIRATION LTR INSRD TYPE OF INSURANCE POLICY NUMBER DATE(MM/DD/YYYY) DATE(MM/DD/YYYY) LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS MADE OCCUR GEN'L AGGREGATE LIMIT APPLIERS PER: POLICY PROJECT LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES MED EXP(Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS N0N-OWNED AUTOS COMBINED SINGLE LIMIT (Ea Accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT OTHER THAN EA ACC AUTO ONLY: AGG EXCESS/UMBRELLA LIABILITY OCCUR CLAIMS MADE CERTIFICATE HOLDER COPY City of Fort Collins PO Box 580 Fort Collins, CO 80525 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. DocuSign Envelope ID: 003026C5-0DB8-4CB8-A5CC-7F6AAF3EFA38 DEDUCTIBLE RETENTION $ EACH OCCURRENCE AGGREGATE A WORKERS COMPENSATION AND EMPLOYER'S LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? If yes, please describe under SPECIAL PROVISIONS below 4164549 05/01/2016 05/01/2017 X WC STATU- OTHER TORY LIMITS E.L EACH ACCIDENT $100,000 E.L DISEASE - EA EMPLOYEE $100,000 E.L DISEASE - POLICY LIMIT $500,000 OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Bodily Injury Accident - $100,000, each accident Bodily Injury by Disease - $100,000, each employee Bodily Injury by Disease - $500,000, policy limit CERTIFICATE HOLDER CANCELLATION 1783417 City of Fort Collins PO Box 580 Fort Collins, CO 80525 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO NOTIFY 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO NOTIFY SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Mike Hickcox ACORD 25(2001/08) Underwriter ACORD CORPORATION 1988 DocuSign Envelope ID: 003026C5-0DB8-4CB8-A5CC-7F6AAF3EFA38 PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- LOC PRODUCTS - COMP/OP AGG $ JECT OTHER: $ COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS ONLY AUTOS 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 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 © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE DocuSign Envelope ID: 003026C5-0DB8-4CB8-A5CC-7F6AAF3EFA38