request for proposal 7601 health & wellness program

RFP 7601 Health & Wellness Program Provider - Senior Center of 35

REQUEST FOR PROPOSAL 7601 Health & Wellness Program Provider-Senior Center

The City of Fort Collins is requesting proposals from qualified firms to provide health, wellness and nutritional programs and events offered at the City’s newly expanded Senior Center.

Proposals submission via email is preferred. Proposals shall be submitted in Microsoft Word or PDF format and e-mailed to: [email protected]. If electing to submit hard copy proposals instead, five (5) copies, will be received at the City of Fort Collins' Purchasing Division, 215 North Mason St., 2nd floor, Fort Collins, Colorado 80524. Proposals will be received before 3:00 p.m. (our clock), March 14, 2014 and referenced as Proposal No. 7601. If delivered, they are to be sent to 215 North Mason Street, 2nd Floor, Fort Collins, Colorado 80524. If mailed, the address is P.O. Box 580, Fort Collins, 80522-0580. The City encourages all disadvantaged business enterprises to submit proposals in response to all requests for proposals and will not be discriminated against on the grounds of race, color, national origin for all proposals for negotiated agreements. Questions concerning the scope of the project should be directed to Project Manager, Bob Adams, Recreation Director at (970) 221-6354 or [email protected] . Questions regarding bid submittal or process should be directed to David Carey, CPPB, Buyer at (970) 416-2191 or [email protected] . The deadline for submitting questions is on Friday February 21, 2014. Please submit your questions via email to Project Manager, Bob Adams, with a copy to David Carey. A copy of the Proposal may be obtained as follows:

1. Download the Proposal/Bid from the BuySpeed Webpage, www.fcgov.com/eprocurement

The City of Fort Collins is subject to public information laws, which permit access to most records and documents. Proprietary information in your response must be clearly identified and will be protected to the extent legally permissible. Proposals may not be marked ‘Proprietary’ in their entirety. Information considered proprietary is limited to material treated as confidential in the normal conduct of business, trade secrets, discount information, and individual product or service pricing. Summary price information may not be designated as proprietary as such information may be carried

Financial Services Purchasing Division 215 N. Mason St. 2

nd Floor

PO Box 580 Fort Collins, CO 80522

970.221.6775 970.221.6707 fcgov.com/purchasing

mailto:[email protected]



http://www.fcgov.com/purchasing


forward into other public documents. All provisions of any contract resulting from this request for proposal will be public information. Sales Prohibited/Conflict of Interest: No officer, employee, or member of City Council, shall have a financial interest in the sale to the City of any real or personal property, equipment, material, supplies or services where such officer or employee exercises directly or indirectly any decision-making authority concerning such sale or any supervisory authority over the services to be rendered. This rule also applies to subcontracts with the City. Soliciting or accepting any gift, gratuity favor, entertainment, kickback or any items of monetary value from any person who has or is seeking to do business with the City of Fort Collins is prohibited. Collusive or sham proposals: Any proposal deemed to be collusive or a sham proposal will be rejected and reported to authorities as such. Your authorized signature of this proposal assures that such proposal is genuine and is not a collusive or sham proposal. The City of Fort Collins reserves the right to reject any and all proposals and to waive any irregularities or informalities. Sincerely, Gerry S. Paul Director of Purchasing & Risk Management


REQUEST FOR PROPOSAL 7601 Health & Wellness Program Provider-Senior Center

I. SCOPE OF SERVICES

BACKGROUND

The City of Fort Collins (City) is looking for a qualified organization to provide health, wellness and nutritional programs and events offered at the City’s newly expanded Senior Center. The City would like to open an on-site health and wellness center in the Summer/Fall of 2014 for all Senior Center members and patrons. The Senior Center has approximately 2,000 members and 1,000 visits per day. Hours of operation are: Monday - Friday 6:00a.m. - 9:00p.m., Saturday 8:00a.m. - 5:00p.m., and Sunday 10:00a.m. - 9:00p.m.

GOALS

The goals of the program would be the following:

To provide affordable and accessible health and wellness related programs to the citizens of Fort Collins.

To include benefits or discounts to Fort Collins Senior Center members and accept Recreation’s “reduced fee” participants in programs.

Provide certified and highly qualified instructors, medical providers and speakers.

To efficiently utilize and schedule the Senior Center’s new expansion components, specifically the wellness rooms.

To create an effective community collaboration between the organizations while providing important community health and wellness services to the public.

To review and interview current providers within Recreation programs that offer similar services. Assessments will be made to include current providers in future program/service offerings.

Create a revenue share program.

Create a seamless, efficient and community focused transition that clearly benefits the public.

To continually dedicate resources and time to further evaluate, define and develop this program.

CITY TO PROVIDE

The City of Fort Collins Recreation Department- Senior Center will provide:

Facilities space to conduct the programs.

Promotional support of programs in the City’s quarterly “Recreator” catalog.

Collaborate with Successful Vendor on communications, public relations, marketing and promotion of partnership and services provided.


Participation registration of all offerings through the City’s Rec Trac software system.

Participant rosters or tracking of paid participants to the Successful Vendor.

Designate a city staff representative to oversee and communicate with the Successful Vendor on all programs offered.

PROGRAM PROVIDER TO PROVIDE

The Successful Vendor will provide:

Quality health, wellness and nutritional programs to be offered and conducted at the Fort Collins Senior Center.

Diversified programs that are available to all citizens of Fort Collins with primary focus on ages 50+.

Qualified and certified staff.

Background checks for all staff involved with the offerings.

Evidence based programs and reports on a quarterly basis to the designated City staff representative.

Customer service satisfactory service reports on a quarterly basis to the designated City staff representative.

Meet all established publishing deadlines for City’s quarterly “Recreator” catalog by working with designated City staff representative.

Invoice the City at the end of each program or mutually agreed upon timeframe by parties.

PROGRAMS AND FEES

Current Health, Wellness and Nutritional Programs and Associated Fees: Programs that will continue to be offered through the City by the Successful Vendor would include but not be limited to:

Program Fees Offered Foot Care Clinics Per Member Tuesdays

Per Non-Member (9:00a.m.-2:30p.m.)

Full Body Massage 1 hour Per Member Monday

Per Non-Member (12:30-6:30p.m.) ½ hour Per Member Monday

Per Non-Member (12:30-6:30p.m.) 51 Participants/2013

Chair Massage 10 Minutes Mondays 20 Minutes (9:00a.m.-Noon) 256 Participants/2013


Audiology Screens Free (Member Only) Once per Quarter Wednesdays (8:30-9:30a.m.)

Blood Pressure Checks Free (Member Only) Once per Month Mondays (10:00a.m.-Noon)

Cholesterol Checks Per Flat Fee/Sliding Scale 2 or 3 times per month Varies (8:30-10:30a.m.) Wellness & Nutrition Education Programs/Workshops:

Hearing Loss over 50 No Fee Times Varies

Nutritional or Dr. Seminars Varies Varies

Living Life with a Purpose Varies (2) Week Session Tuesdays (7:00-8:30p.m.)

Legal Services Free (Member Only) Thursday, (1:00-5:00p.m.)

VOA Senior Nutrition Program $2.50 Suggested Donation Tu, Wed, and Th, (Noon) Other potential programs that could be considered with the Senior Center expansion:

Cardiac Rehab

Physical Therapy

Aroma Therapy

Foot reflexology

Reiki

Acupuncture

One-on-One Nutritional Counseling

Group Nutritional Counseling

Nutritional Lunch & Learns

Nutritional/Wellness Workshops

Meet the Doctor (Dr.) Seminars


Please provide proposed programs, fees (include general public, Senior Center member, and low income), proposed compensation (Revenue Share), and frequency of program offering: Program Fees Compensation Offered With this agreement if any new health, wellness or nutritional program offerings are considered beyond the current list the Successful Vendor will have first right of refusal to offer the program prior to the City establishing an agreement with another organization or do in-house.

II. PROPOSAL REQUIREMENTS

Incomplete Proposals may not be considered. Attach additional pages as necessary.

General Information

1. Name of your organization and date established.

2. Please provide a brief history of your organization. Explain health and wellness program provider experience for the last three (3) years.

3. Provide the contact information of the individual(s) authorized to answer any questions related to the proposal.

Name:

Title:

Address:

Phone Number:

Fax Number:

Email Address:

On-site Health & Wellness Program Provider General Information

1. Please identify any aspects of the “Scope of Services” that you are not able to provide or that do not fit your program model.

2. How many other similar programs are currently being serviced by your firm, from where?

3. If your company is selected, describe in detail the steps and schedule/timeline necessary to implement the programs.

4. How is confidentiality assured? How is it communicated to participants?

5. What practices do you have in place to protect the confidentiality of individual information when electronically transferring or storing information?


Other Questions:

1. Will you assist in on-site Senior Center member and patron education as requested? If yes, how and what is the cost?

2. Can you provide educational or other materials in electronic format for posting?

3. Who is legally at risk for all liability issues?

4. Who manages the staff and assures proper credentialing? Will this individual be on-site at the Senior Center?

5. How do you staff a program? What are the degrees and credentials of each person providing care to Senior Center members and patrons?

6. Are you a franchise? If so, who is the parent company and where is it located?

7. How is HIPAA compliance maintained and implemented?

8. Is there an Account Manager, and what is their role? III. ADDITIONAL INSTRUCTIONS AND PROPOSAL REQUIREMENTS PART 1 - INSURANCE REQUIREMENTS

The Successful Vendor shall carry the insurance specified in the Services Agreement included as Exhibit “B” with this request for proposal. PART 2 - DEFINED TERMS

When used in this Request for Proposal (RFP), the following terms shall have the following meaning:

2.01 “Addenda” or “Addendum” means a clarification or modification to this RFP issued by the City according to Section 6.01 of these instructions.

2.02 “Agreement” means the form of agreement included as Attachment “B” to this request for proposal.

2.03 “Vendor” or “Vendors” means entities responding to this RFP.

2.04 “Project” means the Senior Center Health and Wellness Program Provider at the Senior Center as more specifically described in this RFP.

2.05 “Project Manager” means City staff responsible for overall project.

2.06 “RFP” means this Request for Proposal, dated February 10, 2014, for the Health and Wellness Program Provider at the Senior Center.

2.07 “Successful Vendor” means the best qualified, responsible Vendor to whom the City makes an award on the basis of the City's evaluations as hereinafter provided.


PART 3 - CONTRACT DOCUMENTS

3.01 The City’s standard Services Agreement (Agreement) is attached (see Attachment “B” to this RFP). The Successful Vendor will be expected to sign the Agreement in substantially the same form as presented in this RFP packet, except that the Agreement will be modified to reflect the actual scope of services being provided.

Requests for changes or modifications to the Agreement must be noted in the Vendor’s proposal. The failure to note constitutes Vendor’s acceptance of all of the terms and conditions of the City’s form of Agreement that is included with this RFP. The City reserves the right to negotiate optional scope of work items with the Successful Vendor.

3.02 Payment under the Agreement shall be negotiated prior to award. The City will not reimburse the Successful Vendor or other Vendors for any expenses incurred in preparing proposals in response to this RFP.

3.03 The City, in making the Agreement available on the above terms, does so only for the purpose of obtaining proposals on the work.

PART 4 - QUALIFICATIONS OF VENDOR

4.01 All Vendors must be prepared to submit, within five (5) days of the City's request, written evidence of their qualifications to perform the work. Vendors may be required to submit evidence that they have a practical knowledge of the particular work required by the Project and that they have the financial resources to complete the Project. In determining the Vendor's qualifications, the following factors will be considered: (a) work previously completed by the Vendor, (b) staff and resources available for this Project, (c) recent financial statement relative to resources, including cash and bank credits available, (d) statement of material on hand and available for this Project, (e) whether the Vendor maintains a permanent place of business, and (f) whether the Vendor has appropriate technical experience. No proposal will be accepted from a Vendor who is engaged on any work that would impair his ability to perform or finance this Project.

No proposal shall be accepted from and no agreement will be awarded to any person, firm, or corporation that is in arrears to the City, upon debt or contract that is a defaulter, as surety or otherwise, upon any obligation to the City or that is deemed irresponsible or unreliable by the City. If requested, any Vendor shall be required to submit satisfactory evidence that they have a practical knowledge of the particular service proposed upon and that they have the necessary financial resources to provide the proposed services.

4.02 Evidence of Vendor's qualification to do business in the State of Colorado may be required.


4.03 Vendors will be required to establish to the satisfaction of the City the reliability and responsibility of all proposed subcontractors and suppliers pursuant to the criteria set forth in these Instructions and Proposal Requirements. Prior to the award of the Contract, the City will notify Vendors in writing if the City has reasonable objection to any such proposed subcontractor. In this event, Vendor may, at his option, (1) withdraw his proposal, or (2) submit a substitute acceptable to the City with an adjustment in the proposal to cover any difference in cost. The City may, at its discretion, accept the adjusted proposal or may disqualify the Vendor.

PART 5 - EXAMINATION OF RFP DOCUMENTS

5.01 Before submitting a proposal, each Vendor should perform the following as applicable: (a) examine the RFP and project requirements thoroughly; (b) familiarize himself with federal, state, and local laws, ordinances, rules and regulations that may in any manner affect cost, progress or performance of the Project; and (c) study the RFP requirements.

5.02 The submission of a proposal will constitute an incontrovertible representation by the Vendor that he has complied with every requirement of this RFP and that the RFP requirements are sufficient in scope and detail to indicate and convey understanding of all terms and conditions for performance of the Project.

PART 6 - INTERPRETATIONS AND GOVERNING LAW

6.01 All questions regarding the meaning or intent of this RFP are to be submitted in writing to the City’s Project Manager using the contact information set forth in page 1 of this RFP. Only questions answered by formal written Addenda will be binding. Oral and other interpretations or clarifications will be without legal effect and will NOT be considered in awarding of project. Addenda will be emailed to all parties recorded by the City as having received the RFP. No addenda will be issued later than seven (7) days prior to the proposal due date. It shall be each Vendor's responsibility to make inquiry as to Addenda that have been issued. All Addenda shall become part of this RFP, and all Vendors shall be bound by such Addenda, whether or not received by the Vendor.

6.02 All applicable State of Colorado and Federal laws, City and County ordinances, licenses and regulations of all agencies having jurisdiction shall apply to the Vendor and project throughout and incorporated here by reference. The Agreement with the selected Vendor, and all questions concerning the execution, validity or invalidity, capacity of the parties, and the performance of the Agreement, shall be interpreted in all respects in accordance with the Charter and Code of the City of Fort Collins and the laws of the State of Colorado.


PART 7 - CONTRACT TIME

7.01 Contract term will be negotiated prior to execution of the Agreement and made part thereof. The City’s anticipates the Agreement to have an initial term of one (1) year with options to renew for four (4) additional one year terms.

PART 8 - PROPOSAL CONTENTS AND FORMAT

8.01 Proposals must specifically include the following, at a minimum:

1. Vendor’s proposed program model.

2. Completed Attachment “A”- Proposer’s Certification

8.02 Each Vendor must submit the proposal with a complete Proposer’s Certification Page (see Attachment “A” to this RFP) in its usual signature by an authorized representative.

1. For corporations, the Certification Page must be executed in the corporate name by the president or a vice-president (or other corporate officer accompanied by evidence of authority to sign) and the corporate seal must be affixed and attested by the secretary or an assistant secretary. The corporate address and state of incorporation shall be shown below the signature.

2. For partnerships, the Certification Page must be executed in the partnership name and signed by a partner, whose title must appear under the signature. The official address of the partnership must be shown below the signature.

3. For joint ventures, the Certification Page shall be signed by each participant in the joint venture or by an authorized agent of each participant, and accompanied by evidence of authority to sign.

4. The names of all persons signing must also be legibly printed or typed below the signature. A proposal by a person who affixes to his signature the word "president", "secretary", "agent", or other designation without disclosing his principal may be held to be the proposal of the individual signing. When requested by the City, evidence of the authority of the person signing shall be furnished.

5. The full name of each person or company interested in the proposal shall be listed on the Certification Page.

8.03 The proposal shall contain an acknowledgment of receipt of all Addenda (the numbers of which shall be filled in on the proposal).

8.04 No alterations in proposals, or in the printed forms therefore, by erasures, interpolations, or otherwise will be acceptable unless each such alteration is signed or initialed by the Vendor. If initialed, the City may require the Vendor to identify an alteration so initialed. No alteration in any proposal shall be made after the proposal has been submitted.

8.05 The address and phone number to which communications regarding the proposal is to be directed must be shown.


8.06 All prices must be written in words and expressed in figures. The unit price items in the proposal must cover all items of work to be done and material to be furnished to fully complete the work in accordance with the RFP’s Minimum Scope of Services, included in Section II of this RFP. The cost of appurtenant items of work, material, and equipment not listed separately, not shown on the drawings or not specified as necessary to complete the work in accordance with the RFP shall be considered as included in the unit price.

8.07 The Vendor may be provided confidential information. Complete confidentiality must be maintained regarding City information and data. Signing of a confidentiality agreement will be required by the Successful Vendor.

8.08 The City is exempt from City, State, and Federal sales/excise taxes. Certificates will be issued upon request. Any appropriate taxes shall be shown as a separate item in the proposal.

PART 10 AWARD OF PROJECT

10.01 The City reserves the right and discretion to reject any and all proposals, to waive any and all informalities and to negotiate Agreement terms with the Successful Vendor, and the right to disregard all nonconforming, non-responsive or conditional proposals. Discrepancies between words and figures will be resolved in favor of the words. Discrepancies between the indicated sum of any column of figures and the correct sum thereof shall be resolved in favor of the correct sum. Your attention is called to the fact that proposals that are not completed as directed in this RFP are subject to rejection in the discretion of the City.

10.02 In evaluating proposals, the City shall consider the qualifications of the Vendors, and whether or not the proposals comply with the prescribed requirements. The City reserves the right to reject the proposal of any Vendor who does not pass any such evaluation to the City's satisfaction.

10.03 The proposal of any Vendor that is in arrears to the City upon debt of contract or that is a defaulter, as surety or otherwise, upon any obligation to the City may be rejected.

10.04 If the Agreement is to be awarded, it will be awarded to the most qualified responsible Vendor, the evaluation of whom by the City indicates that the award will be in the best interest of the City.


VI. REVIEW AND ASSESSMENT

Professional firms will be evaluated on the following criteria. These criteria will be the basis for review of the written proposals and interview session. Based on results of the initial evaluation, the City will select finalists for consideration. Any or all proposals may be rejected by The City. The City reserves the right to award based only on written proposal rating results.

The finalists may be asked to make formal presentations of their proposals, as well as to demonstrate their systems and procedures for providing health, wellness and nutritional programs and events at the Senior Center.

The rating scale shall be from 1 to 5, with 1 being a poor rating, 3 being an average rating, and 5 being an outstanding rating.

WEIGHTING

FACTOR QUALIFICATION STANDARD

2.0 Scope of Proposal Does the proposal show an understanding of the project objective, methodology to be used and results that are desired from the project?

2.0 Assigned Personnel

Do the persons who will be working on the project have the necessary skills? Are sufficient people of the requisite skills assigned to the project?

1.0 Availability

Can the work be completed in the necessary time? Can the target start and completion dates be met? Are other qualified personnel available to assist in meeting the project schedule if required? Is the project team available to attend meetings as required by the Scope of Work?

1.0 Motivation Is the firm interested and are they capable of doing the work in the required time frame?

2.0 Cost Do the proposed cost compare favorably with the project Manager's estimate?

2.0 Firm Capability Does the firm have the support capabilities the assigned personnel require? Has the firm done previous projects of this type and scope?


V. REFERENCE EVALUATION (TOP RANKED FIRM) The Project Manager will check references using the following criteria. The evaluation rankings will be labeled Satisfactory/Unsatisfactory.

QUALIFICATION STANDARD

Overall Performance Would you hire this Professional again? Did they show the skills required by this project?

Timetable

Was the original Scope of Work completed within the specified time? Were interim deadlines met in a timely manner?

Completeness Was the Professional responsive to client needs; did the Professional anticipate problems? Were problems solved quickly and effectively?

Budget Was the original Scope of Work completed within the project budget?

Job Knowledge

a) If a study, did it meet the Scope of Work?

b) If Professional administered a construction contract, was the project functional upon completion and did it operate properly? Were problems corrected quickly and effectively?


VI. TIMETABLE The following is a proposed timetable developed for this project. You will be notified of any significant change:

ITEM DATE

Written follow-up questions due to the City February 21, 2014

Proposals due to the City March 14, 2014

Finalist Vendors notified March 21, 2014

Finalist interviews Week of April 7, 2014

Selection of Successful Vendor Week of April 14, 2014

Health and Wellness Center Opening Date September 1, 2014


ATTACHMENT ”A” TO REQUEST FOR PROPOSAL

PROPOSER’S CERTIFICATION NOTE: Please ensure that this document is completed and submitted with your proposal. Failure to do so may result in your proposal not being considered for award.

I have carefully examined the Request for Proposal and any other documents accompanying or made a part of this Request for Proposal, including the form of agreement provided as Exhibit A to the RFP (the “Agreement”) and the Business Associate Agreement (the “BAA”) provided. I hereby certify that, if selected, I can meet all insurance and other requirements contained within the Agreement and the BAA and that I will sign the Agreement and the BAA in substantially the form presented in this RFP.

I hereby propose to furnish the services specified in the Request for Proposal at the prices or rates quoted in my proposal. I agree to abide by all conditions of this proposal and understand that a background investigation may be conducted on Vendor and individuals employed by Vendor.

I certify that all information contained in this proposal is true to the best of my knowledge and belief, that I am duly authorized to submit this proposal on behalf of the Vendor, and that the Vendor is ready, willing and able to perform if awarded the contract. I acknowledge that this proposal is a public record and may be subject, upon request, to disclosure to the public.

I further certify, under oath, that this proposal is made without prior understanding, agreement, connection, discussion, or collusion with any other person, firm or corporation submitting a proposal for the same product or service; no officer, employee or agent of the City of Fort Collins or of any other Proposer interested in said proposal; and that the undersigned executed this Proposer’s Certification with full knowledge and understanding of the matters therein contained. _________________________ NAME OF BUSINESS BY: _________________________ _________________________ SIGNATURE PRINTED NAME & TITLE ______________________ _________________________________ MAILING ADDRESS _______________________________________________________ CITY, STATE, ZIP CODE ( )___________________ ____________________________ TELEPHONE NUMBER EMAIL


ATTACHMENT ”B” TO REQUEST FOR PROPOSAL

(For informational purposes, do not fill in or submit with proposal)

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 , 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 ( )

page and incorporated herein by this reference. Irrespective of references in Exhibit

A to certain named third parties, Professional shall be solely responsible for performance

of all duties hereunder.

2. The Work Schedule. [Optional] The services to be performed pursuant to this Agreement

shall be performed in accordance with the Work Schedule attached hereto as Exhibit "B",

consisting of ( ) page , and incorporated herein by this reference.

3. Time of Commencement and Completion of Services. The services to be performed

pursuant to this Agreement shall be initiated within ( ) days following

execution of this Agreement. Services shall be completed no later than . Time is of

the essence. Any extensions of the time limit set forth above must be agreed upon in a

writing signed by the parties.


4. Contract Period. [Option 1] This Agreement shall commence upon the date of execution

shown on the signature page of this Agreement and shall continue in full force and effect

for one (1) year, unless sooner terminated as herein provided. In addition, at the option of

the City, the Agreement may be extended for an additional period of one (1) year at the

rates provided with written notice to the Professional mailed no later than ninety (90) days

prior to contract end.

5. Contract Period. [Option 2] This Agreement shall commence , 200 , and shall

continue in full force and effect until , 200 , 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 ( ) additional one year periods.

Renewals and pricing changes shall be negotiated by and agreed to by both parties. The

Denver Boulder Greeley CPIU published by the Colorado State Planning and Budget

Office will be used as a guide. Written notice of renewal shall be provided to the Service

Provider and mailed no later than ninety (90) days prior to contract end.

6. 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.

7. 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: Attn:

City of Fort Collins Attn: 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

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.

8. 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 " ", consisting of page , and incorporated herein by this

reference.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

15. 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.

16. 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.

17. 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.

18. 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 , 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 Director of Purchasing and Risk Management, 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.

19. 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.

20. 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.

21. 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

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.

22. Special Provisions. Special provisions or conditions relating to the services to be

performed pursuant to this Agreement are set forth in Exhibit " " - Confidentiality,

consisting of ( ) pages, attached hereto and incorporated herein by this

reference.


CITY OF FORT COLLINS, COLORADO a municipal corporation

By:_______________________________ Gerry Paul Director of Purchasing and Risk Management Date:_____________________________

ATTEST: _________________________________ City Clerk APPROVED AS TO FORM: ________________________________ Assistant City Attorney

By:_______________________________ __________________________________ PRINT NAME __________________________________ TITLE

Date:_____________________________


EXHIBIT B (To Services Agreement)

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 be cancelled or materially altered, except after ten (10) 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 $500,000 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.


EXHIBIT C (To Services Agreement)

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.


EXHIBIT ”D” (To Services Agreement)

BUSINESS ASSOCIATE AGREEMENT (TO BE FINALIZED UPON AWARD)

This Business Associate Agreement ("Agreement") is entered into on this ___ day of ______________________ (the "Effective Date"), by and between City of Fort Collins ("Covered Entity") and ______________________ ("Business Associate").

RECITALS:

WHEREAS, Covered Entity and Business Associate mutually desire to outline their individual responsibilities with respect to the use and/or disclosure of Protected Health Information ("PHI") as mandated by the Privacy Rule promulgated under the Administrative Simplifications subtitle of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") including all pertinent regulations issued by the U.S. Department of Health and Human Services as outlined in 45 C.F.R. Parts 160, 162 and 164; (“HIPAA Privacy Rules and/or Security Standards”)and

WHEREAS, Covered Entity and Business Associate understand and agree that the HIPAA Privacy Rules and Security Standards requires the Covered Entity and Business Associate enter into a Business Associate Agreement which shall govern the use and/or disclosure of PHI and the security of PHI and ePHI.

NOW, THEREFORE, the parties hereto agree as follows:

Article I Definitions. When used in this Agreement and capitalized, the following terms have the following meanings:

Section 1.01 "Breach" shall mean the unauthorized acquisition, access, use, or disclosure of PHI which comprises the security or privacy of such information. However, the term 'breach' shall not include (1) any unintentional acquisition, access, or use of PHI by an employee or individual acting under the authority of a covered entity or business associate if such acquisition, access, or use was made in good faith and within the course and scope of the employment or other professional relationship of such employee or individual, respectively, with the covered entity or business associate; and such information is not further acquired, accessed, used, or disclosed by any person; or (2) any inadvertent disclosure from an individual who is otherwise authorized to access protected health information at a facility operated by a covered entity or business associate to another similarly situated individual at same facility; and (3) any such information received as a result of such disclosure is not further acquired, accessed, used, or disclosed without authorization by any person.

Section 1.02 "Electronic Protected Health Information" or “ePHI” shall mean Protected Health Information transmitted by electronic media or maintained in electronic media.


Section 1.03 "Individual" shall have the same meaning as the term "Individual" in 45 C.F.R. §164.501 and shall include a person who qualifies as a personal representative in accordance with 45 C.F.R. §164.502(g).

Section 1.04 "Privacy Rule" shall mean the Standards for Privacy of Individual Identifiable Health Information as set forth at 45 C.F.R. Parts 160 and 164 Subparts A and E.

Section 1.05 "Protected Health Information" or "PHI" shall have the same meaning as the term "protected health information" in 45 C.F.R. § 164.501, limited to the information created or received by Business Associate from or on behalf of Covered Entity.

Section 1.06 "Required by Law" shall have the same meaning as the term "required by law" in 45 C.F.R. § 164.501.

Section 1.07 "Secretary" shall mean the Secretary of the Department of Health and Human Services or his or her designee.

Section 1.08 “Security Incident” shall mean any attempted or successful unauthorized access, use, disclosure, modification or destruction of information or systems operations in an electronic information system.

Section 1.09 “Security Rule” shall mean the Standards for Security of PHI, including ePHI, as set forth at 45 C.F.R. Parts 160 and 164 Subpart C.

Section 1.10 “Unsecured Protected Health Information” shall mean protected health information that is not rendered unusable, unreadable, or indecipherable to unauthorized individuals through the use of a technology or methodology specified by the Secretary.

Terms used but not defined in this Agreement shall have the same meaning as those terms in the HIPAA regulations.

Article II. Obligations and Activities of Business Associate Regarding PHI.

Section 2.01 Business Associate agrees to not use or further disclose PHI other than as permitted or required by this Agreement or as Required by Law.

Section 2.02 Business Associate agrees to use appropriate safeguards to prevent use or disclosure of the PHI other than as provided for by this Agreement.

Section 2.03 Business Associate agrees to ensure that any agents, including sub-contractors (excluding entities that are merely conduits), to whom it provides PHI agree to the same restrictions and conditions that apply to Business Associate with respect to such information.


Section 2.04 Business Associate agrees to provide access, at the request of Covered Entity, and in a reasonable time and manner designated by Covered Entity, to PHI in a Designated Record Set that is not also in Covered Entity's possession, to Covered Entity in order for Covered Entity to meet the requirements under 45 C.F.R. § 164.524.

Section 2.05 Business Associate agrees to make any amendment to PHI in a Designated Record Set that the Covered Entity directs or agrees to pursuant to 45 C.F.R. § 164.526 in a reasonable time and manner designated by Covered Entity.

Section 2.06 Business Associate agrees to make internal practices books and records relating to the use and disclosure of PHI available to the Secretary, in a reasonable time and manner as designated by the Covered Entity or Secretary, for purposes of the Secretary determining Covered Entity's compliance with the Privacy Rule. Business Associate shall immediately notify Covered Entity upon receipt or notice of any request by the Secretary to conduct an investigation with respect to PHI received from the Covered Entity.

Section 2.07 Business Associate agrees to document any disclosures of PHI that are not excepted under 45 C.F.R. § 164.528(a)(1) as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528.

Section 2.08 Business Associate agrees to provide to Covered Entity or an Individual, in a time and manner designated by Covered Entity, information collected in accordance with paragraph (g) above, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528.

Section 2.09 Business Associate agrees to use or disclose PHI pursuant to the request of Covered Entity; provided, however, that Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by Covered Entity.

Article III. Permitted Uses and Disclosures of PHI by Business Associate.

Section 3.01 Business Associate may use or disclose PHI to perform functions, activities or services for, or on behalf of, Covered Entity provided that such use or disclosure would not violate the Privacy Rule if done by Covered Entity.

Section 3.02 Business Associate may use PHI for the proper management and administration of Business Associate and to carry out the legal responsibilities of Business Associate.


Section 3.03 Business Associate may disclose PHI for the proper management and administration of Business Associate and to carry out the legal responsibilities of Business Associate if:

(i) such disclosure is Required by Law, or

(ii) Business Associate obtains reasonable assurances from the person to whom the information is disclosed that such information will remain confidential and used or further disclosed only as Required by Law or for the purposes for which it was disclosed to the person, and the person agrees to notify Business Associate of any instances of which it is aware that the confidentiality of the information has been breached.

Section 3.04 Business Associate shall limit the PHI to the extent practicable, to the limited data set or if needed by the Business Associate, to the minimum necessary to accomplish the intended purpose of such use, disclosure or request subject to exceptions set forth in the Privacy Rule.

Section 3.05 Business Associate may use PHI to provide Data Aggregation services to Covered Entity as permitted by 42 C.F.R. § 164.504(e)(2)(i)(B).

Article IV. Obligations of Covered Entity Regarding PHI.

Section 4.01 Covered Entity shall provide Business Associate with the notice of privacy practices that Covered Entity produces in accordance with 45 C.F.R. § 164.520, as well as any changes to such notice.

Section 4.02 Covered Entity shall provide Business Associate with any changes in, or revocation of, authorization by an Individual to use or disclose PHI, if such changes affect Business Associate's permitted or required uses and disclosures.

Section 4.03 Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 C.F.R. § 164.522, if such restrictions affect Business Associate's permitted or required uses and disclosures.

Section 4.04 Covered Entity shall require all of its employees, agents and representatives to be appropriately informed of its legal obligations pursuant to this Agreement and the Privacy Rule and Security Standards required by HIPAA and will reasonably cooperate with Business Associate in the performance of the mutual obligations under this Agreement.


Article V. Security of Protected Health Information.

Section 5.01 Business Associate has implemented policies and procedures to ensure that its receipt, maintenance, or transmission of all protected health information (“PHI”), either electronic or otherwise, on behalf of Covered Entity complies with the applicable administrative, physical, and technical safeguards required protecting the confidentiality, availability and integrity of PHI as required by the HIPAA Privacy Rules and Security Standards.

Section 5.02 Business Associate agrees that it will ensure that agents or subcontractors agree to implement the applicable administrative, physical, and technical safeguards required to protect the confidentiality, availability and integrity of PHI as required by HIPAA Privacy Rules and Security Standards.

Section 5.03 Business Associate agrees to report to Covered Entity any Security Incident (as defined 45 C.F.R. Part 164.304) of which it becomes aware. Business Associate agrees to report the Security Incident to the Covered Entity as soon as reasonably practicable, but not later than 10 business days from the date the Business Associate becomes aware of the incident.

Section 5.04 Business Associate agrees to establish procedures to mitigate, to the extent possible, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of this Agreement.

Section 5.05 Business Associate agrees to immediately notify Covered Entity upon discovery of any Breach of Unsecured Protected Health Information (as defined in 45 C.F.R. §§ 164.402 and 164.410) and provide to Covered Entity, to the extent available to Business Associate, all information required to permit Covered Entity to comply with the requirements of 45 C.F.R. Part 164 Subpart D.

Section 5.06 Covered Entity agrees and understands that the Covered Entity is independently responsible for the security of all PHI in its possession (electronic or otherwise), including all PHI that it receives from outside sources including the Business Associate.

Section 5.07 Business Associate agrees to indemnify and save harmless Covered Entity, 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 any person or persons, or damages, resulting from or occurring in connection with the performance of any service hereunder, and any breach by Business Associate of any obligation herein. Business Associate shall take all necessary precautions in protection PHI and ePHI hereunder to prevent injury to persons and property.


Article VI. Term and Termination.

Section 6.01 Term. This Agreement shall be effective as of the Effective Date and shall remain in effect until the Business Associate relationship with the Covered Entity is terminated and all PHI is returned, destroyed or is otherwise protected as set forth in Section 7(d).

Section 6.02 Termination by Covered Entity. Covered entity shall have the right to terminate this Agreement at any time by providing thirty (30) days’ written notice of such termination to Business Associate.

Section 6.03 Termination for Cause by Covered Entity. Covered Entity may terminate its contract(s) or business association with Business Associate if Covered Entity determines that Business Associate has violated a material term of the contract, to include this Agreement.

Section 6.04 Termination by Business Associate. This Agreement may be terminated by Business Associate upon 30 days prior written notice to Covered Entity in the event that Business Associate, acting in good faith, believes that the requirements of any law, legislation, consent decree, judicial action, governmental regulation or agency opinion, enacted, issued, or otherwise effective after the date of this Agreement and applicable to PHI or to this Agreement, cannot be met by Business Associate in a commercially reasonable manner and without significant additional expense.

Section 6.05 Effect of Termination. Upon termination of this Agreement for any reason, at the request of Covered Entity, Business Associate shall return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. Business Associate shall not retain any copies of the PHI unless necessary for proper document retention/archival purposes only or if such PHI is stored as a result of backup email systems that store emails for emergency backup purposes. If the return or destruction of PHI is infeasible, Business Associate shall extend the protections of this Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI.

Article VII. Amendment.

The parties may agree to amend this Agreement from time to time in any other respect that they deem appropriate. This Agreement shall not be amended except by written instrument executed by the parties.


Article VIII. Severability.

The parties intend this Agreement to be enforced as written. However, (i) if any portion or provision of this Agreement will to any extent be declared illegal or unenforceable by a duly authorized court having jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, will not be affected thereby, and each portion and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law; and (ii) if any provision, or part thereof, is held to be unenforceable because of the duration of such provision, the Covered Entity and the Business Associate agree that the court making such determination will have the power to modify such provision, and such modified provision will then be enforceable to the fullest extent permitted by law.

Article IX. Notices.

All notices, requests, consents and other communications hereunder will be in writing, will be addressed to the receiving party's address set forth below or to such other address as a party may designate by notice hereunder, and will be either (i) delivered by hand, (ii) made facsimile transmission, (iii) sent by overnight courier, or (iv) sent by registered mail or certified mail, return receipt requested, postage prepaid.

If to the Covered Entity: City of Fort Collins

If to the Business Associate:

Article X. Regulatory References.

A reference in this Agreement to a section in the Privacy Rule means the referenced section or its successor, and for which compliance is required.

Article XI. Headings and Captions.

The headings and captions of the various subdivisions of the Agreement are for convenience of reference only and will in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


Article XII. Entire Agreement.

This Agreement sets forth the entire understanding of the parties with respect to the subject matter set forth herein and supersedes all prior agreements, arrangements and communications, whether oral or written, pertaining to the subject matter hereof.

Article XIII. Binding Effect.

The provisions of this Agreement shall be binding upon and shall inure to the benefit of both Parties and their respective successors and assigns.

Article XIV. No Waiver of Rights, Powers and Remedies.

No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between the parties hereto, will operate as a waiver of any such right, power or remedy of the party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, will preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto will not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement will entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the right of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent will be deemed to be or will constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent will be effective only in the specific instance and for the purpose for which it was given, and will not constitute a continuing waiver or consent.

Article XV. Governing Law.

This Agreement will be governed by and construed in accordance with the laws of the State of Colorado.

Article XVI. Interpretation.

It is the Parties' intent to comply strictly with all applicable laws, including without limitation, HIPAA, state statutes, or regulations (collectively, the "Regulatory Laws"), in connection with this Agreement. In the event there shall be a change in the Regulatory Laws, or in the reasoned interpretation of any of the Regulatory Laws or the adoption of new federal or state legislation, any of which are reasonably likely to materially and adversely affect the manner in which either Party may perform or be compensated under this Agreement or which shall make this Agreement unlawful, the Parties shall immediately enter into good faith negotiations regarding a new arrangement or basis for compensation pursuant to this Agreement that complies with the law, regulation or


policy and that approximates as closely as possible the economic position of the Parties prior to the change. In addition, the Parties hereto have negotiated and prepared the terms of this Agreement in good faith with the intent that each and every one or the terms, covenants and conditions herein be binding upon and inure to the benefit of the respective Parties. To the extent this Agreement is in violation of applicable law, then the Parties agree to negotiate in good faith to amend this Agreement, to the extent possible consistent with its purposes, to conform to law. IN WITNESS WHEREOF, the parties have executed this Business Associate Agreement as of the Effective Date.

BUSINESS ASSOCIATE: _________________________________ By: Print Name: Title: COVERED ENTITY: CITY OF FORT COLLINS By: Print Name: Title:

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