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HomeMy WebLinkAboutBOWDITCH & CASSELL PUBLIC AFFAIRS - CONTRACT - RFP - 8406 LOBBYINGServices Agreement 8406 Lobbying 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 BOWDITCH & CASSELL PUBLIC AFFAIRS, 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) pages and incorporated herein by this reference. 2. Contract Period. This Agreement shall commence January 1, 2017, and shall continue in full force and effect until December 31, 2017, 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: Bowditch & Cassell Public Affairs Attn: Ed Bowditch PO Box 40844 Denver, CO 80204 City of Fort Collins Attn: Ginny Sawyer PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 DocuSign Envelope ID: 786A94D8-6E6B-4211-89EC-A4A29A28C58C Services Agreement 8406 Lobbying Page 2 of 16 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, an annual all-inclusive fee of Forty Thousand Dollars ($40,000). The annual fee shall be invoiced quarterly in advance of the services on January 1, April 1, July 1, and October 1 in the amount of $10,000. Invoices shall be paid by the City net 30 days. Any extraordinary out-of-pocket expenses, such as travel beyond a 100-mile radius of Denver would require prior approval and reimbursement by the City. 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. DocuSign Envelope ID: 786A94D8-6E6B-4211-89EC-A4A29A28C58C Services Agreement 8406 Lobbying Page 3 of 16 10. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. 11. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work 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. DocuSign Envelope ID: 786A94D8-6E6B-4211-89EC-A4A29A28C58C Services Agreement 8406 Lobbying Page 4 of 16 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 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. DocuSign Envelope ID: 786A94D8-6E6B-4211-89EC-A4A29A28C58C Services Agreement 8406 Lobbying Page 5 of 16 b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Service Provider is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1. Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Service Provider shall not terminate the contract with the subcontractor if during such three days the 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-1” & “C-2” – Certification of Exemption from Statutory Workers’ Compensation Law and Acknowledgement of Risk/Hold Harmless Agreement, each consisting of two (2) pages, and Exhibit "D" - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: 786A94D8-6E6B-4211-89EC-A4A29A28C58C Services Agreement 8406 Lobbying Page 6 of 16 THE CITY OF FORT COLLINS, COLORADO A Municipal Corporation By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: BOWDITCH & CASSELL PUBLIC AFFAIRS, LLC By: Printed: Title: Date: By: Printed: Title: Date: DocuSign Envelope ID: 786A94D8-6E6B-4211-89EC-A4A29A28C58C 12/28/2016 Partner Ed Bowditch 12/30/2016 Partner Jennifer Cassell no new insurance req'd Assistant City Attorney 12/30/2016 Chief Deputy City Clerk Services Agreement Page 7 of 16 EXHIBIT A SCOPE OF SERVICES PRIMARY DUTIES  Identify, review, and analyze state legislative or executive branch matters of potential importance to the City.  Utilize “Bill Tracker” for all pertinent bills during the session.  Provide advice, recommendations, and support services including but not limited to correspondence, briefing papers, talking points, written summaries, and materials to the City on proposed legislation that may have financial or operational impacts to the City.  Advise and consult with the appropriate City officials and employees, and take action to mitigate potentially harmful and promote helpful legislation.  Coordinate and participate in scheduled conference calls or meetings with City staff and the Legislative Review Committee. The lobbyist must be available for such consultation on a regular basis as requested, and in accord with the ebb and flow of legislative work over the course of the annual legislative session.  Services will include but not be limited to direct lobbying, consultation with the Colorado Municipal League, strategic analysis and communication of interests on behalf of the City.  Communicate the City’s position to our local state elected, the Governor’s Office or staff as appropriate.  Meet with legislators and testify at committee hearings as necessary.  Work with General Assembly members to sponsor and pass legislation supported by the City of Fort Collins Legislative Agenda Specifically:  Identify legislation that might impact the finances or operations of the City, notify the appropriate contact at the City in a timely manner that such legislation has or may be introduced, and assist in developing legislative positions on such legislation when requested.  Assist the City in developing a lobbying strategy to achieve the desired legislative result.  Assist the City to draft legislation and amendments to bills that have been introduced and identify appropriate sponsors to propose amendments or carry such legislation.  Advocate or assist City staff to communicate City positions directly to legislators, before legislative committees, and occasionally State Executive Branch Departments, by arranging for or testifying at hearings, conducting face to face lobbying, and negotiating with other interested parties on matters of interest.  As requested by representatives of the City, attend meetings of legislative or policy advocacy committees of organizations to which the City belongs.  As requested attend legislative receptions or events hosted by the City or others that furthers the City’s legislative goals.  As requested, assist with planning and logistics for and attend legislative receptions. DocuSign Envelope ID: 786A94D8-6E6B-4211-89EC-A4A29A28C58C Services Agreement Page 8 of 16 Outline of Services: Legislative Lobbying  Lobbying. Work with the City to draft bills and amendments, write statements of support or opposition, coordinate testimony, identify vote counts, develop coalitions, and lobby to successfully pass, amend, or defeat bills. Assist in the development of any fiscal impact statement that is provided by Legislative Council, as well as coordinate any necessary amendments through work with the Office of Legislative Legal Services.  Legislative Tracking. Review and monitor all legislation introduced during the legislative session to ensure no legislation moves forward that would negatively impact the City, or to ensure legislation moves forward that would positively impact the City. Once bills are introduced that have any impact on the City, the Service Provider will report to the City as soon as possible in order to develop the appropriate response and position, including developing any potential amendments. Track bills of interest through the entire legislative process to be alerted of any changes to the bills.  Interim Committee Tracking. Committees that meet during the interim could discuss and develop legislation that has an impact on the City. Specifically, the Service Provider will watch the Water Resources Review Committee, the Transportation Legislative Review Committee, and any Police Reform committees to see if legislation or issues of importance manifest. The Service Provider will also watch for legislation during the session that proposes studies and committee reviews during the interim.  Coalition and Stakeholder Building. Other entities at the Capitol can help the City in pursuing its priorities, and the Service Provider will work to build, and to actively participate in, a coalition of other interested parties for additional support. The Service Provider will work most closely with CML and attend their bi-weekly muni caucus lunches. The Service Provider will work with other stakeholders on behalf of the interests of the City, particularly the Department of Local Affairs, the Metro Mayors Caucus, and Colorado Counties Inc.  Budget Tracking. The Service Provider will track the Joint Budget Committee (JBC) action closely throughout the year. This includes attending regular meetings of the JBC, tracking the state budget process, and watching the JBC sponsored legislation throughout the process.  Constitutional Reform. Colorado’s budget flexibility is constrained by several conflicting constitutional provisions. The Service Provider will track and lobby (as directed) any referenda and initiatives directed at modifying the state’s constitutional issues. DocuSign Envelope ID: 786A94D8-6E6B-4211-89EC-A4A29A28C58C Services Agreement Page 9 of 16  Assistance with State Government. The Service Provider will work with staff of state departments, as well as the Governor’s Office and legislative staff. Communications and Outreach to Legislators  Legislator Contacts. The Service Provider will communicate the City’s legislative priorities and positions on various bills to legislators as needed. Also, Service Provider will coordinate and participate in one-on-one and group meetings with legislators to discuss our issues and priorities. These meetings will be key to build and develop the City’s relationships with legislators.  Position Papers and Fact Sheets. Fact sheets are an efficient way to communicate the City’s position on bills with legislators. The Service Provider will work with the City to put together concise and engaging position papers on single bills that are of critical importance to the City. In addition, the Service Provider will compose one general fact sheet that lists all the bills the City supports and/or opposes during the legislative session. These papers will be distributed to legislators in a timely manner throughout the session.  Testimony for Legislative Hearings. Testifying in front of a legislative hearing is an impactful way to educate and provide guidance to legislators. The Service Provider will alert the City when bills of interest are scheduled for a committee hearing, and then arrange for representatives of the City to testify. In the event that a City representative is unable to testify, Service Provider will testify on behalf of the City of specifically directed. Communications and Engagement with the City  Weekly Reports. The Service Provider will send weekly reports to the City that include outstanding legislative issues and updates on legislation at the Capitol. These reports will be a concise, yet detailed overview of legislative activities so City staff are well informed. During the legislative session, the Service Provider will utilize an online reporting database that is updated in real-time, and shows the status of each bill of interest in the legislative process. This database is the go-to tool for the City to find a variety of information on bills such as our positions, fiscal impacts, media stories, sponsors, and hearing dates.  Fort Collins City Council Meetings. The Service Provider will attend City Council meetings (when requested) to keep councilmembers and staff informed of important legislation and issues that could turn into legislation. The Service Provider will also educate ourselves on issues important to the City. These meetings will also allow the Service Provider to develop strong relationships with councilmembers and staff. DocuSign Envelope ID: 786A94D8-6E6B-4211-89EC-A4A29A28C58C Services Agreement Page 10 of 16  Fort Collins Legislative Events. The Service Provider will attend any legislative event hosted by the City to engage the legislative delegation and alert them of pending issues and priorities of the City. The Service Provider will work to schedule and attend one-on-one breakfast or lunch meetings with the delegation to build the City’s relationships with the legislators.  Reports During the Interim. When the legislature is not in session, the Service Provider will provide periodic reports to update the City on emerging issues of interest. This can include reports on quarterly state revenue estimates, meetings of the legislative Joint Budget Committee and Office of State Planning and Budgeting, or any legislative interim committees. Furthermore, the Service Provider will prepare a more general narrative “preview” and “summary” of the legislative session to the City that provides a “30,000 foot” view of what is expected to occur in, and what did occur in, the legislative session. DocuSign Envelope ID: 786A94D8-6E6B-4211-89EC-A4A29A28C58C Services Agreement Page 11 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: 786A94D8-6E6B-4211-89EC-A4A29A28C58C Services Agreement Page 12 of 16 EXHIBIT C-1 CERTIFICATE OF EXEMPTION FROM STATUTORY WORKERS’ COMPENSATION LAW AND ACKNOWLEDGEMENT OF RISK/HOLD HARMLESS AGREEMENT I, Jennifer Cassell, as a partner in Bowditch & Cassell Public Affairs, a Limited Liability Company with a principal address of 1729 S. Poplar Street, Denver, CO 80224, certify to the City of Fort Collins, Colorado (the “City”) that the aforementioned business has no employees as defined by the Workers’ Compensation Act of Colorado, C.R.S. §§ 8-40-101, et seq., (the “Act”) other than those owners, members, partners, directors or other principals that have elected to be exempt from Workers’ Compensation coverage in accordance with Colorado law. On behalf of the Business and the Business’s officers, agents, insurers, heirs, legal representatives, successors and assigns (collectively the “Business”), I warrant that I have full authority to execute this Exhibit on behalf of the Business. I warrant I understand the requirements of the Act with respect to providing Workers’ Compensation coverage for any employees of the Business. If the Business’s status changes in such a manner that requires Workers’ Compensation Insurance, the Business shall provide the City with a Certificate of Insurance evidencing proof of Workers’ Compensation Insurance coverage and Employer’s Liability Insurance coverage as required by the Agreement. The Business shall provide such Certificate of Insurance prior to the employees’ start of work for the City. On behalf of the Business, I acknowledge the Business may be contracting to engage in activities that involve a risk of personal injury, that the Business is capable of performing the activities, and that the Business shall take all necessary precautions to prevent injury. The Business does hereby waive, release and forever discharge and hold harmless the City, its officers, employees, agents and insurers from any and all liability, damages, claims, causes of action and demands with respect to any bodily injury, personal injury, illness, or death that may result from the performance of the Agreement, either in law or equity, whether caused by the negligence or breach of contract of the City its officers, employees, agents and insurers or otherwise. The Business also understands that the City its officers, employees, agents and insurers do not assume any responsibility for, or obligation to, provide the Business with financial assistance or other assistance, including but not limited to medical, health, or disability insurance in the event of any bodily injury, personal injury, illness or death The Business agrees to defend, indemnify, and hold harmless the City from any and all such claims. As an independent contractor, Contractor acknowledges that neither Contractor nor any person employed by or serving Contractor is entitled to workers’ compensation benefits from the City. Contractor hereby waives any rights or claims to workers’ compensation benefits from the City, and agrees to indemnify and hold the City harmless against any claims for such benefits by any officer, director, owner, employee, or servant of Contractor or any other person claiming through Contractor. By signing this Certificate, the Business acknowledges that it is responsible and liable for all work-related injuries, and further requests the City waive its requirement for evidence of Workers’ Compensation Insurance. DocuSign Envelope ID: 786A94D8-6E6B-4211-89EC-A4A29A28C58C Services Agreement Page 13 of 16 By: Printed: Jennifer Cassell Title: Partner Date: DocuSign Envelope ID: 786A94D8-6E6B-4211-89EC-A4A29A28C58C 12/30/2016 Services Agreement Page 14 of 16 EXHIBIT C-2 CERTIFICATE OF EXEMPTION FROM STATUTORY WORKERS’ COMPENSATION LAW AND ACKNOWLEDGEMENT OF RISK/HOLD HARMLESS AGREEMENT I, Ed Bowditch, as a partner in Bowditch & Cassell Public Affairs, a Limited Liability Company with a principal address of 1729 S. Poplar Street, Denver, CO 80224 (the “Business”), certify to the City of Fort Collins, Colorado (the “City”) that the aforementioned business has no employees as defined by the Workers’ Compensation Act of Colorado, C.R.S. §§ 8-40-101, et seq., (the “Act”) other than those owners, members, partners, directors or other principals that have elected to be exempt from Workers’ Compensation coverage in accordance with Colorado law. On behalf of the Business and the Business’s officers, agents, insurers, heirs, legal representatives, successors and assigns (collectively the “Business”), I warrant that I have full authority to execute this Exhibit on behalf of the Business. I warrant I understand the requirements of the Act with respect to providing Workers’ Compensation coverage for any employees of the Business. If the Business’s status changes in such a manner that requires Workers’ Compensation Insurance, the Business shall provide the City with a Certificate of Insurance evidencing proof of Workers’ Compensation Insurance coverage and Employer’s Liability Insurance coverage as required by the Agreement. The Business shall provide such Certificate of Insurance prior to the employees’ start of work for the City. On behalf of the Business, I acknowledge the Business may be contracting to engage in activities that involve a risk of personal injury, that the Business is capable of performing the activities, and that the Business shall take all necessary precautions to prevent injury. The Business does hereby waive, release and forever discharge and hold harmless the City, its officers, employees, agents and insurers from any and all liability, damages, claims, causes of action and demands with respect to any bodily injury, personal injury, illness, or death that may result from the performance of the Agreement, either in law or equity, whether caused by the negligence or breach of contract of the City its officers, employees, agents and insurers or otherwise. The Business also understands that the City its officers, employees, agents and insurers do not assume any responsibility for, or obligation to, provide the Business with financial assistance or other assistance, including but not limited to medical, health, or disability insurance in the event of any bodily injury, personal injury, illness or death The Business agrees to defend, indemnify, and hold harmless the City from any and all such claims. As an independent contractor, Contractor acknowledges that neither Contractor nor any person employed by or serving Contractor is entitled to workers’ compensation benefits from the City. Contractor hereby waives any rights or claims to workers’ compensation benefits from the City, and agrees to indemnify and hold the City harmless against any claims for such benefits by any officer, director, owner, employee, or servant of Contractor or any other person claiming through Contractor. By signing this Certificate, the Business acknowledges that it is responsible and liable for all work-related injuries, and further requests the City waive its requirement for evidence of Workers’ Compensation Insurance. DocuSign Envelope ID: 786A94D8-6E6B-4211-89EC-A4A29A28C58C Services Agreement Page 15 of 16 By: Printed: Ed Bowditch Title: Partner Date: DocuSign Envelope ID: 786A94D8-6E6B-4211-89EC-A4A29A28C58C 12/28/2016 Services Agreement Page 16 of 16 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: 786A94D8-6E6B-4211-89EC-A4A29A28C58C 12/27/2016 Stailey Insurance Corporation 2084 S. Milwaukee Street Denver CO 80210- (303)759-2796 Sentinel Insurance Compan Bowditch & Cassell Public Affairs LLC PO Box 40844 Denver CO 80204-0844 (303)759-2960 X X A 34SBAII3294 01/13/2016 01/13/2017 1,000,000 1,000,000 5,000 1,000,000 2,000,000 2,000,000 X X A 34SBAII3294 01/13/2016 01/13/2017 1,000,000 When required by written contract the Certificate Holder is included as an Additional Insured. AI 048813 Gerry Paul, Purchasing Dept. PO Box 580 Fort Collins CO 80522- City of Fort Collins 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 POLICY EFF POLICY EXP TYPE OF INSURANCE (MM/DD/YYYY) (MM/DD/YYYY) LIMITS AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO- POLICY JECT LOC PRODUCTS - COMP/OP AGG $ OTHER: $ COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ AUTOS (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 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 © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE DocuSign Envelope ID: 786A94D8-6E6B-4211-89EC-A4A29A28C58C