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Home My WebLink About24-58 Vendor Services Agreement Recdesk, LLC Recreation Management Software 06-12-2024RESOLUTION NO. 24-58 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING A VENDOR SERVICES AGREEMENT BETWEEN THE TOWN OF FIRESTONE AND RECDESK LLC FOR RECREATION MANAGEMENT SOFTWARE WHEREAS, pursuant to C.R.S. 31-15-302, the financial powers of the Town of Firestone's Board of Trustees include the power to control the finances of the Town, appropriate money for municipal purposes, and provide for payment of municipal expenses; and WHEREAS, the Water and Communirty Resources Department ("WCRD") has determined it is in need of recreation management software; and WHEREAS, WCRD requested demos and quotes from various recreation management software vendors and RecDesk LLC was deemed the lowest responsive and responsible provider. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Vendor Services Agreement between the Town of Firestone and RecDesk LLC for recreation management software is approved in substantially the same form as the copy attached hereto and made a part of this resolution and the Mayor is authorized to execute the Agreement on behalf of the Town. INTRODUCED, READ AND ADOPTED this 12th day of June, 2024. Frank A. ATTEST: Town Clerk FORM: William P. Hayas� Town Attorney TONE,COLORADO Pro Tem AGREEMENT FOR VENDOR SERVICES THIS AGREEMENT FOR VENDOR SERVICES (the "Agreement") is made and entered into this 1 Z- day 0 2024 (the "Effective Date"), by and between the TOWN OF FIRESTONE, a Colorado m icipal corporation with an address of 9950 Park Avenue, Firestone, Colorado 80504 (the "Town"), and RECDESK, LLC an independent contractor with a principal place of business at 300 Plaza Middlesex Middletown, CT 06457 ("Vendor") and provides services as follows: I. SCOPE OF SERVICES A. Vendor shall furnish and/or perform all labor and materials required for the complete and prompt execution and performance,of all duties, obligations, and responsibilities which are described in the Scope of Services set forth in Exhibit A, attached hereto and incorporated. B. A change in the Scope of Services shall not be effective unless authorized as modification to this Agreement. If Vendor proceeds without such written authorization, Vendor shall be deemed to have waived any claim for additional compensation, including a claim based on the theory of unjust enrichment, quantum merit or implied contract. Except as expressly provided herein, no agent, employee, or representative of the Town is authorized to modify any term of this Agreement, either directly or implied by a course of action. II. TERM AND TERMINATION A. This Agreement shall commence on the Effective Date, and shall continue until Vendor completes the Scope of Services to the satisfaction of the Town, or until terminated as provided herein. B. The Town may terminate this Agreement upon 30 days advance written notice. The Town shall pay Vendor for all work previously authorized and completed prior to the date of termination. If, however, Vendor has substantially or materially breached this Agreement, the Town shall have any remedy or right of set-off available at law and equity. III. COMPENSATION In consideration for the completion of the Scope of Services by Vendor, the Town shall pay Vendor $3,400,00, This amount shall include all fees, costs and expenses incurred by Vendor, and no additional amounts shall be paid by the Town for such fees, costs and expenses. Vendor shall submit an invoice, which shall be paid by the Town at the conclusion of services or within 30 days of receipt. IV. PROFESSIONAL RESPONSIBILITY A. Vendor hereby warrants that it is qualified to assume the responsibilities and render the services described herein and has all requisite professional licenses in good standing, required by law. The work and services to be performed by Vendor hereunder shall be done in compliance with applicable laws, ordinances, rules and regulations. Be Because the Town has hired Vendor for its professional expertise, Vendor agrees not to employ sub Vendors to perform any work except as expressly set forth in the Scope of Services. V. INDEPENDENT CONTRACTOR A. Vendor is an independent contractor. Notwithstanding any other provision of this Agreement, all personnel assigned by Vendor to perform work under the terms of this Agreement shall be, Page 1 of 5 FIRESTONE.. and remain at all times, employees or agents of Vendor for all purposes. The Vendor shall make no representation that it is a Town employee for any purposes. VI. INSURANCE A. Vendor agrees to procure and maintain, at its own cost, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by Vendor pursuant to this Agreement. B. Vendor agrees to provide proof of insurance to the Town upon contract execution. The policy shall name the Town as additional insured for general liability. C. Any Vendor not required by law to procure and maintain minimum insurance shall agree that the Town has no insurance coverage that would extend to the Vendor or sub Vendor or any other person performing duties for the Vendor pursuant to this Agreement. VII. INDEMNIFICATION A. Vendor agrees to indemnify and hold harmless the Town and its officers, insurers, volunteers, representative, agents, employees, heirs and assigns from and against all claims, liability, damages, losses, expenses and demands, including attorney fees, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this Agreement if such injury, loss, or damage is caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, recklessness or other fault of Vendor, any sub Vendor of Vendor, or any officer, employee, representative, or agent of Vendor, or which arise out of a worker's compensation claim of any employee of Vendor or of any employee of any sub Vendor of Vendor. VIII. CHANGE ORDERS A. A Change Order is a written instrument issued after execution of the Agreement signed by Town and Contractor, stating their Agreement, as applicable, upon all of the following: a. The scope of the change in the Work; b. The amount of the adjustment to the Contract Price; and c. The extent of the adjustment to the Contract Times(s). B. All changes in the Work authorized by applicable Change Order shall be performed under the applicable conditions of the Contract Documents. Town and Vendor shall negotiate in good faith and as expeditiously as possible the appropriate adjustment such changes. IX. MISCELLANEOUS A. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Weld County, Colorado. B. No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by the Town shall not constitute a waiver of any of the other terms or obligation of this Agreement. Page 2 of 5 F�Rt5IU (: 0 i. 0 It h D 0 C. Integration. This Agreement constitutes the entire Agreement between the Parties, superseding all prior oral or written communications. D. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect. E. Modification, This Agreement may only be modified upon written Agreement of the Parties. F. Governmental Immunity, The Town and its officers, attorneys and employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as amended, or otherwise available to the Town and its officers, and employees. G. Rights and Remedies. The rights and remedies of the Town under this Agreement are in addition to any other rights and remedies provided by law. The expiration of this Agreement shall in no way limit the Town Is legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively performed. H. Representative Authority. Each person signing this Agreement represents and warrants that he or she is duly authorized and has the legal capacity to execute the Agreement. Page 3 of 5 FIRESTONE IN WITNESS WHEREOF, the Parties have executed this Agreement aS of the Effective Date. A' FIREs Tp�� 0 � i� nzalez, Town Clerk COL William TOWN OF FIRESTONE, COLORADO / I /Mz� v /' Frank A. Jimenez, M or Pro Tern RECDESK, LLC Page 4 of 5 FIRESTONE, EXHIBIT A SCOPE OF SERVICES Vendor's Duties During the term of this Agreement, Vendor shall provide the following features, as directed by the Town: • Online Registration • Program Management • Facility Reservations & Scheduling • League Management & Scheduling • Credit Card Processing • Essential Website +1 custom • page(s) • POS (Point of Sale) • Master Calendar • Email Marketing Tools • Membership Management/Check-ins • Financial Management/Reporting • Invoicing/Billing • Fully Hosted • Includes Training • Unlimited users/seats Page 5 of 5 FIRESTONE t; 0 t. 0 R A D 0