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HomeMy WebLinkAbout223028 THE FAMILY CARE CONNECTION INC - CONTRACT - SOLE SOURCE - THE FAMILY CARE CONNECTION INCOfficial Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – The Family Care Connection 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 THE FAMILY CARE CONNECTION, INC., 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 four (4) 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 January 1, 2018, and shall continue in full force and effect until December 31, 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: The Family Care Connection, Inc. Attn: Terry Stroh 707 3rd Street E1 Windsor, CO 80550 City of Fort Collins Attn: Joaquin Garbiso PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of early termination by the City, the Service Provider shall be paid for services DocuSign Envelope ID: 026F4270-59A4-4F2B-A468-6FA32DE9CA45 Official Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – The Family Care Connection Page 2 of 12 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, Twenty-Eight Dollars ($28.00) per hour. This hourly rate shall be a flat fee and there shall be no additional charge to City or Employee if Employee has more than one child being cared for at time of service. This hourly fee is inclusive of the Employee’s co-pay. 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. DocuSign Envelope ID: 026F4270-59A4-4F2B-A468-6FA32DE9CA45 Official Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – The Family Care Connection Page 3 of 12 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 hereunder to prevent injury to persons and property. DocuSign Envelope ID: 026F4270-59A4-4F2B-A468-6FA32DE9CA45 Official Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – The Family Care Connection 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 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: 1. Notify such subcontractor and the City within three days that Service Provider has DocuSign Envelope ID: 026F4270-59A4-4F2B-A468-6FA32DE9CA45 Official Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – The Family Care Connection Page 5 of 12 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: 026F4270-59A4-4F2B-A468-6FA32DE9CA45 Official Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – The Family Care Connection Page 6 of 12 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: THE FAMILY CARE CONNECTION, INC. By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: 026F4270-59A4-4F2B-A468-6FA32DE9CA45 President 1/24/2018 Terry Stroh Assistant City Attorney 1/25/2018 City Clerk Official Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – The Family Care Connection Page 7 of 12 EXHIBIT A SCOPE OF SERVICES This agreement is intended to provide services to only those employees who are employed at facilities owned by City where such facilities were included in prior similar agreements between Service Provider and City. This agreement is not intended to include services for facilities or employees employed at facilities owned by or acquired by City for which Service Provider did not previously provide services. I. SERVICE PROVIDER OBLIGATIONS. Service Provider agrees to provide the following services under this agreement: A. Provide in-home child and adult/senior non-medical care to City Employees according to City program guidelines as specified in Section IV below. 1. Care will be available 24 hours per day, 365 days per year; 2. Care is provided for well or mildly ill individuals; 3. Care is non-medical. 4. Service Provider reserves the right to refuse service or to require an Employee to return home in the event Service Provider determines the needs of the situation exceed the boundaries of non-medical care; B. Provide monthly billing and utilization reports to City. C. Service Provider has guidelines which Employees and City must abide by regarding use of Service Provider’s service including:  A four (4) hour minimum payment for utilization of service in any given day;  If Employee cancels pre-scheduled care after 8:00 PM the night before care is scheduled, City shall be responsible for full payment, including Employee co-pay, for four (4) hours of service, except as specified in Subsection 3 below;  If Employee cancels care within two (2) hours of pre-scheduled care start time, City shall be responsible for full payment, including Employee co-pay, for the total time scheduled;  If Employee uses service on a given day but terminates service earlier than the agreed upon end time for that day, City and Employee shall be responsible for full payment, including Employee co-pay, for the remaining scheduled hours for that day;  Service Provider will bill City for time and one-half its regular hourly rate for services provided on December 24 after 5 PM, December 25, December 31 after 5 PM, January 1, July 4, Thanksgiving Day and Easter Sunday;  Pre-scheduled care during the local school district’s Spring Break and Winter Holiday may not be canceled within ten (10) days of the start of service. If cancellation takes place with less than ten (10) days advance notice, City shall be responsible for full payment, including Employee co-pay, for the time scheduled if Service Provider cannot place the scheduled caregiver in another job. Service Provider shall undertake reasonable efforts to re-schedule said caregiver; DocuSign Envelope ID: 026F4270-59A4-4F2B-A468-6FA32DE9CA45 Official Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – The Family Care Connection Page 8 of 12  Service Provider provides service on a first-come, first-served basis. Reasonable effort is made to provide service to every Employee that needs service. Service Provider and City acknowledge that there may occasionally be times when service may not be available due to lack of available caregivers;  Service Provider shall orally communicate applicable guidelines to Employee at the time Employee contacts Service Provider to schedule care; D. Service Provider and City agree that all Employee co-pays and mileage reimbursements shall be paid by Employee to caregiver at the conclusion of each day’s service. E. Assist in communication of program to Employees of City as requested by City. Service Provider agrees to provide information and brochures about its services to City’s Human Resources Department to assist with communicating the service to Employees. F. Maintain records regarding each Employee’s hourly usage and terminate service at the allotted hourly limit (as pre-determined by City and defined in Section IV below). Service Provider shall notify each Employee when she/he has used 75% of her/his allotted hourly time for the year. G. Refer only qualified caregivers to City Employees:  Caregivers shall be at least 18 years of age.  Caregivers shall be CPR and First Aid trained.  Service Provider shall conduct background checks on caregivers including: criminal history, driving record check, social security number and name verification, sex offender database check, reference, employment and education verification. Service Provider agrees to inform City of any changes in this process;  Caregivers shall have experience in age-appropriate caregiving. H. Service Provider will respond to any complaints from any source concerning its activities or the activities of its caregivers under this agreement. Service Provider shall notify City within two (2) business days shall provide a written response to City within seven (7) days of receiving a complaint from any source. Service Provider shall undertake reasonable and timely efforts to resolve complaints. II. LEGAL OBLIGATIONS. Service Provider agrees to the following: A. Service Provider agrees that, in performing its obligations under this agreement, it will comply with all applicable local, state, and federal laws, rules and regulations. III. CITY OBLIGATIONS. City agrees to the following: A. City will periodically provide to Service Provider a list of City’s eligible Employees including new hires and terminations. B. City will pay the applicable hourly rate less Employee co-pay for all billed hours. City agrees to pay Service Provider within 30 days of receipt of monthly invoice from Service Provider. DocuSign Envelope ID: 026F4270-59A4-4F2B-A468-6FA32DE9CA45 Official Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – The Family Care Connection Page 9 of 12 C. City is responsible for communicating information about the back-up, in-home care program to its Employees. IV. CITY PROGRAM GUIDELINES. City Employees using services under this agreement are subject to the following: A. Employees are allowed up to 100 hours of care to be provided in their home each calendar year defined as January 1 to December 31. B. If both parents are employed by City, the number of care hours are considered to be available per household, and will not exceed 100 hours combined for both parents. C. The Employee co-pay is Seven-Dollars ($7.00) per hour of care received and is to be paid to Service Provider and given to Service Provider’s caregiver at the conclusion of each day of service. D. No more than five consecutive days of care are allowed unless due to extenuating circumstances approved in advance by the City’s Human Resources Department. E. The need for care must be work-related. Back-up, in-home service is specifically intended to allow City Employees the opportunity to report to work and minimize absenteeism. Employees cannot use this service for non-work-related reasons. Employees may use this service for any of the following so long as the coverage is needed due to the Employee’s or her/his spouse’s work schedule:  Employee’s regular caregiver (including a spouse) is ill;  Employee’s regular caregiver is closed due to vacation, staff enrichment, or snow days;  Employee’s child or adult/elderly family member is mildly ill;  Employee’s household has a gap between regular child care arrangements;  Employee’s children’s school is closed due to a Service Provider, conference or vacation day; Coverage of care for any other reason not listed above that allows an Employee to attend work will be evaluated on a case-by-case basis by the City’s Human Resources Department prior to the service being rendered and eligibility for coverage will be determined at the sole discretion of the City. F. An Employee’s child(ren) and adult/elderly family members qualify for care as long as they live with the Employee and/or the Employee is the primary caregiver. This may include an Employee’s children, stepchildren, foster children, grandchildren and other legal dependents. V. CONFIDENTIALITY. A. Service Provider acknowledges that in the course of this agreement it may receive information from City that is not publicly available regarding City and Employees. Service Provider agrees to protect the confidentiality of this information. Service Provider will not publish communication materials using City’s name without City DocuSign Envelope ID: 026F4270-59A4-4F2B-A468-6FA32DE9CA45 Official Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – The Family Care Connection Page 10 of 12 approval. B. City agrees to protect, to the extent legally permissible, information received from Service Provider clearly identified as confidential. City will not publish communication materials using Service Provider’s name without Service Provider approval. DocuSign Envelope ID: 026F4270-59A4-4F2B-A468-6FA32DE9CA45 Official Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – The Family Care Connection Page 11 of 12 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: 026F4270-59A4-4F2B-A468-6FA32DE9CA45 No new insurance required Official Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – The Family Care Connection Page 12 of 12 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: 026F4270-59A4-4F2B-A468-6FA32DE9CA45 DocuSign Envelope ID: 026F4270-59A4-4F2B-A468-6FA32DE9CA45