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HomeMy WebLinkAboutEMERGENCY RESPONDER TRAUMA COUNSELOR - CONTRACT - SOLE SOURCE - EMERGENCY RESPONDER TRAUMA COUNSELORS LLCOfficial Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – Natural Areas Park Rangers Peer Support Page 1 of 10 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 EMERGENCY RESPONDER TRAUMA COUNSELORS LLC, hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit A, consisting of two (2) 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 February 1, 2018, and shall continue in full force and effect until January 31, 2019, 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: Emergency Responder Trauma Counselors Attn: Joanne Rupert 19 Old Town Square Fort Collins, CO 80524 City of Fort Collins Attn: Rhonda Peckham PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 DocuSign Envelope ID: 636C8342-A79A-463D-93FE-9B4B1E8A7A10 Official Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – Natural Areas Park Rangers Peer Support Page 2 of 10 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 "B", consisting of one (1) page(s), 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. 11. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the DocuSign Envelope ID: 636C8342-A79A-463D-93FE-9B4B1E8A7A10 Official Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – Natural Areas Park Rangers Peer Support Page 3 of 10 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 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 DocuSign Envelope ID: 636C8342-A79A-463D-93FE-9B4B1E8A7A10 Official Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – Natural Areas Park Rangers Peer Support Page 4 of 10 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. 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 DocuSign Envelope ID: 636C8342-A79A-463D-93FE-9B4B1E8A7A10 Official Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – Natural Areas Park Rangers Peer Support Page 5 of 10 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 D - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: EMERGENCY RESPONDER TRAUMA COUNSELORS LLC By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: 636C8342-A79A-463D-93FE-9B4B1E8A7A10 1/30/2018 Joanne Rupert Clinical Supervisor 1/30/2018 Official Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – Natural Areas Park Rangers Peer Support Page 6 of 10 EXHIBIT A SCOPE OF SERVICES Joanne Rupert, MA., LPC, NCC 19 Old Town Square, Fort Collins, CO 80524 Scope of work as the Clinical Supervisor: 1. Provide counseling/psychological services to Fort Collins City Rangers (FCNADR) 2. All individuals receiving counseling/psychological services will not have their identity disclosed, the intervention process or case issues disclosed to FCNADR or any third party unless; a. The client has signed a release as required by State and Federal law b. Confidentiality is otherwise waived by the client c. Client is assessed as unable to safely perform the duties his or her position requires, or d. Such information is otherwise releasable by law e. Will maintain all notes generated and be kept as the property of the Clinical Supervisor and governed by the doctor/patient relationship. These notes are not to become part of the employee’s personnel file but will be kept as separate and independent psychological records, at the Clinical Supervisor’s designated location and therefore covered by state and federal psychotherapy confidentiality laws. 3. Service Provider will Supervise and provide regular in-service trainings for the Chief- appointed-FCNADR-Peer Support-Team members–(by designation letter) per the Policy and Procedures and Operational Guidelines of this Program 4. Provide in-service, 2-hour trainings for City Rangers. These trainings are offered monthly. Attendance is only required at four per year by peer support team members. 5. Provide Critical Incident Debriefing Services for FCNADR personnel involved in traumatic, critical incidences – as requested, in conjunction with the Peer Support Team of FCNADR. 6. Service Provider shall provide a monthly statement/Invoice to FCNADR specifying the number of clinical hours and non-clinical hours provided that month. Monthly statement shall be submitted to City of Fort Collins by the 10th day of each month, detailing the previous month. 7. Service Provider shall maintain continuously for the term of this Agreement, malpractice/liability insurance at his/her expense. DocuSign Envelope ID: 636C8342-A79A-463D-93FE-9B4B1E8A7A10 Official Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – Natural Areas Park Rangers Peer Support Page 7 of 10 8. Service Provider acknowledges that non-clinical hours may be necessary to fulfill Service Provider’s duties under this Agreement, and such non-clinical hours shall not incur additional fees and are included within the monthly Contract Sum. 9. Service Provider acknowledges that this Agreement is for providing clinical and non- clinical services monthly to an average of up to 5 hours per month over the term of this contract period. Any additional direct service counseling hours will be billed separately to the City of Fort Collins. Not to exceed 12 hours of mental health direct services contact hours per month, without direct authorization from the head of the department. Fort Collins Natural Areas Department Rangers Shall: 1. Provide Clinical Supervisor with an agency identity card/badge and facility access key(s) – where available. 2. Provide reasonable use of a computer, copier and office support staff when needed to perform Clinical Supervisor duties for this Contract. 3. Provide reasonable access to City/FCNADR buildings to perform Clinical Supervisor duties, including an empty office or conference room, when Clinical Supervisor needs to conduct a critical incident debriefing. 4. Provide reasonable access and use of electronic mail (“email”) as needed to perform duties under this Agreement, but as limited or restricted by City and FCNADR policies. 5. Clinical Supervisor must be permitted to create and maintain his/her work schedule. This may limit office hours to specific days of the weeks and hours of the day. But Clinical Supervisor will ensure that he/she is reasonably available to provide the services mentioned above and that this schedule is capable of accommodating a variety of FCNADR personnel schedules. DocuSign Envelope ID: 636C8342-A79A-463D-93FE-9B4B1E8A7A10 Official Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – Natural Areas Park Rangers Peer Support Page 8 of 10 EXHIBIT B COMPENSATION Compensation to the Clinical Supervisor for the FCNADR: 1. Will provide a varied amount of clinical and non-clinical services based upon necessity and time constraints of this Clinical Supervisor. 2. FCNADR will pay the Clinical Supervisor a monthly flat rate of $300.00 per month for clinical supervisor services for the peer support team and/or non-clinical services for work performed under this proposal starting on February 1, 2018 until January, 31, 2019. 3. FCNADR will pay to this Clinical Supervisor the amount of $125.00 per hour for any one- one-one mental health counseling, performed by Clinical Superiors. 4. FCNADR will pay Clinical Supervisor the amount of $125.00 per hour for any critical incident debriefing requested by the Chief or his Designee and in agreement with Clinical Supervisor. 5. Service Provider acknowledges that this Agreement is not an “hourly” proposal but is for services as described. There is no minimum or maximum number of hours required per month or year but the Clinical Supervisor will fulfill the services she has proposed – in essence, this is a “retainer fee” for services provided to the FCNADR peer support team members and FCNADR Staff only. 6. Any changes to the rates set forth above shall be negotiated by and between the City and Service Provider at the time of renewal. These services are subject to the annual appropriation of funds. DocuSign Envelope ID: 636C8342-A79A-463D-93FE-9B4B1E8A7A10 Official Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – Natural Areas Park Rangers Peer Support Page 9 of 10 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 for coverage 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: 636C8342-A79A-463D-93FE-9B4B1E8A7A10 Official Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – Natural Areas Park Rangers Peer Support Page 10 of 10 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: 636C8342-A79A-463D-93FE-9B4B1E8A7A10 DocuSign Envelope ID: 636C8342-A79A-463D-93FE-9B4B1E8A7A10 DocuSign Envelope ID: 636C8342-A79A-463D-93FE-9B4B1E8A7A10 DocuSign Envelope ID: 636C8342-A79A-463D-93FE-9B4B1E8A7A10