HomeMy WebLinkAbout113129 FORT COLLINS CONVENTION BUREAU - CONTRACT - CONTRACT - 4404913CTO # 75
CONTRACT
Department or Agency Number
EDA
Contract Routing Number
THIS CONTRACT, made this day of , 2004 , by and between the State of Colorado for the
use and benefit of the Colorado Tourism Office in the Colorado Office of Economic Development, 1625 Broadway Room
1710, Denver, CO 80202 hereinafter referred to as the State or "CTO", and City of Fort Collins, PO Box 580, 281 N
College, Fort Collins, CO 80522-0586 , hereinafter referred to as the Contractor.
WHEREAS, authority exists in the Law and Funds have been budgeted, appropriated and otherwise made
available and a sufficient unencumbered balance thereof remains available for payment in Fund Numbers 100 ,
Appropriation Code 304 , Org. WFCO , Contract Encumbrance Number PO EDA 05- ; and
WHEREAS, required approval, clearance and coordination has been accomplished from and with appropriate
agencies; and
WHEREAS, the Colorado Tourism Office has been created in the Office of the Governor (24-49.7-103, C.R.S.)
and the Board of Directors of the Colorado Tourism Office (the "Board") is empowered to expend funds for the planning,
advertising, promotion, assistance, and development of tourism and travel industries in the state (24-49.7-104, C.R.S.),
including operating state visitors' centers (24-49.7-104(1)(f) and (g), C.R.S.); and
WHEREAS, 24-49.7-107, C.R.S., exempts the Colorado Tourism Office from the, provisions of the State
"Procurement Code" (24-101-101 through 24-101-112, C.R.S.); and
WHEREAS, funding was provided in the annual appropriations bill for tourism promotion activities; and
WHEREAS, the State, acting by and through the Colorado Tourism Office in the Colorado Office of Economic
Development in the Office of the Governor, has determined that it will be efficient and effective to contract with
Contractor for the operation of a state visitors' center as provided herein;
NOW THEREFORE, it is hereby agreed that in consideration of the mutual covenants and agreements
hereinafter set forth, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
CONTRACT PERIOD
The time period to be covered by this Contract is from the execution date of this contract through and including
June 30, 2005. The State, in its sole discretion, may extend this Contract for up to 12 additional months subject
to the mutual agreement of the State and the Contractor. A request for extension by the Contractor shall be
submitted to the State at least 30 days prior to the expiration of the Contract with a full justification for the
extension request.
2. SCOPE OF WORK
Contractor shall operate as a state visitors' center the premises, hereinafter referred to as "Premises" or the
"Welcome Center," known and described as follows: Colorado Welcome Center, 3745 E. Prospect Rd, Fort
Collins, CO, for the period beginning July 1, 2004, and ending June 30, 2005. The Contractor's responsibilities
in operating the Welcome Center shall include:
a. Recruit, select and employ a manager, assistant manager and any staff necessary to operate the Welcome
Center as described as employees or subcontractors of the Contractor. All potential employees selected
as a manager or assistant manager must be approved by a representative of the Colorado Tourism Office
prior to hiring,
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b. Recruit, select, supervise and appropriately recognize the efforts of volunteers necessary to operate
the Welcome Center;
C. Provide all necessary interior and exterior building maintenance, landscaping and related maintenance,
snow removal, and janitorial services;
d. Provide all utilities and insurance;
e. Submit in a timely fashion all regular reports required by the State;
f. Secure hospitality and state tourism attractions training for staff and volunteers, and at least once each
year require that the manager of the Welcome Center attend and participate in training opportunities
provided by the State;
g. Recognizing the State's intent is to promote the entire state fairly, without bias to any community,
organization, association or business, interact with travelers in such a way as to provide information
on events, attractions, activities and accommodations throughout the state. This is not intended to
prohibit the Contractor from providing information on local and regional events, attractions, activities
and accommodations;
h. Operate from 8:00 A.M. until 6:00 P.M. during the summer season (beginning Memorial Day weekend
in May through Labor Day) and from 8:00 A.M. until 5:00 P.M. during the winter season (the Tuesday
after Labor Day through the Friday before Memorial Day weekend in May);
i. Display a state map provided by the State;
j. Prohibit advertising displays, signs, or posters, solicitations or sales transactions of any kind on those
portions of the Premises used for Welcome Center operations;
k. Obtain State approval of all brochures and pamphlets prior to display or distribution. Maintain 90%
of the various brochures which are listed as "Required Brochures For Display at a Colorado Welcome
Center". State approval will be based on the brochure distribution guidelines contained in the
Managers Operation Manual for the Colorado Welcome Center Program. The Contractor will be given
an opportunity to participate with other state Welcome Center contractors and managers in
periodically updating and revising the Manual. This is not intended to prevent or prohibit the
Contractor from displaying any brochures or pamphlets in an area reserved by the Contractor for
information on local events, attractions, activities and accommodations;
Use existing state-owned furnishings and equipment for Welcome Center operations and report
annually to the state on the condition and status of such furnishings and equipment; and
m. Generally adhere to guidance and procedures contained in the Managers Operations Manual.
3. BUDGET AND PAYMENT
The total amount payable under the terms and conditions of this Contract from date of execution through the
end of the contract period stated in Paragraph 2 above shall not exceed FIFTY TWO THOUSAND SIX
HUNDRED EIGHTY EIGHT dollars ($ 52,688). Any amounts in excess of this total, if agreed to by both parties,
must be provided by a properly executed amendment to this contract.
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Task Budget
Welcome Center Operations $48,688
Volunteer Training 4,000
52,688
The State, in consideration for the services to be provided by the Contractor during the term of this Contract,
shall pay the Contractor as follows:
$7,400 Initial payment, upon full execution of this Contract
$1,000 Final payment, upon submission of all programs and fiscal reports for the contract
period.
The balance, upon receipt and approval of invoices from the Contractor summarizing personnel,
volunteer training and enhancement, travel, and major categories of operating and capital outlay
expenses incurred for the operation of the Welcome Center. Contractor may not request
reimbursement more frequently than monthly.
4. INFORMATION UPDATES
The Contractor is required to report any changes in ownership or management in writing to the Director of the
Office of Economic Development within thirty (30) days of the date such change becomes effective. The State
may, at its discretion, terminate the contract if such changes would have prevented the State from initially
awarding such Contractor the contract.
5.. NEWS RELEASES
The Contractor shall not issue news releases regarding matters concerning the State without the approval of
the State.
6. PREVAILING WAGES
The Contractor shall comply with all State laws, rules and regulations pertaining to prevailing wages and shall
require such compliance by all its subcontractors.
7. ASSIGNMENT
The Contractor shall not assign, transfer, convey, or in any way dispose of this Contract, or any right, title, or
interest herein, without the prior written approval of the State.
8. BENEFIT
The agreement is for the benefit of the Contractor and the State, and not for the benefit of any third party or
person.
9. COVENANT AGAINST CONTINGENT FEES
The Contractor warrants that it has not employed or retained any company or person (other than a bona fide
employee working solely for the offeror) to solicit or secure this Contract, and that it has not paid or agreed to
pay any person or entity (other than a bona fide employee working solely for the offeror) any fee, commission,
percentage, brokerage fee, gift or other consideration on a basis that is contingent upon the award of this
Contract. For breach or violation of this warranty, the State shall have the right to annul the Contract without
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liability, or, in its discretion, to deduct from the Contract price, the full amount of such commission, percentage,
brokerage, or contingent fee.
10. PATENTS, COPYRIGHTS, TRADEMARKS, AND SERVICEMARKS
To the extent authorized by law, the Contractor shall indemnify the State and hold it harmless from any and all
claims that the materials or services provided to the State infringe any rights under any existing valid patent,
copyright, trademarks, servicemark or other intellectual property protected by law.
11. RIGHT OF INSPECTION
The State will retain the right to inspect any phase of the advertising system or operation either on a continuing
or a spot-check basis.
12. TERMINATION OF CONTRACT FOR CONVENIENCE OF STATE
The State retains the option to terminate, at its convenience, this Contract as to any services it has not yet
ordered. If the State terminates an order for services that it has already ordered, at its convenience, the
Contractor shall be entitled to compensation for expenses incurred to date for work performed pursuant to this
contract, upon submission of invoices and proper proof of claim, including, without limitation, binding
commitments made in connection with the manufacture of advertising materials or services not otherwise usable
by the Contractor. In such event, at the request of the State, Contractor shall furnish copies of all proposals,
specifications, procedures, systems, or other materials related to its performance hereunder, whether finished
or in preparation, at the time of termination. Any materials for which Contractor is reimbursed hereunder shall
become the property of the State.
13. TERMINATION FOR CAUSE
a. If through any cause, the Contractor shall fail to fulfill in a timely and proper manner its obligations
under this Contract or if the Contractor shall violate any of the covenants, agreements, or stipulations
of this Contract, the State shall thereupon have the right to terminate this Contract for cause by giving
written notice at least twenty (20) days before the effective date of such termination to the Contractor
and specifying the effective date thereof. If within ten (10) days of receipt of notice of termination, the
Contractor shows to the satisfaction of the State that it has remedied such violations, the notice of
termination shall be withdrawn. Notwithstanding the above, the State reserves the right to terminate
the Contract immediately upon the mailing of written notice to the Contractor in the case of any of the
following circumstances:
i. If the Contractor furnished any statement, representation, warranty or certification in
connection with the solicitation or the resultant contract which is materially false, deceptive,
incorrect, or incomplete.
ii. If the Contractor fails to perform to the State's satisfaction any material requirement of the
contract or is in violation of any specific provision.
iii. if the State determines satisfactory performance of the contract is substantially endangered
or can reasonably anticipate such an occurrence or default.
iv. If funds are not appropriated by the state legislature for this purpose.
V. Unlawful discrimination by the Contractor on the basis of race, color, religion, national origin,
age, sex or disability.
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b. In the even of termination of the Contract, all finished or unfinished documents, data, studies, surveys,
drawings, models, photographs, reports, media contracts, and other materials prepared by the
Contractor under this Contract shall at the option of the State become its property, and the Contractor
shall be entitled to receive just and equitable compensation for any satisfactory work completed upon
such documents and materials. In any event, the Contractor shall not be relieved of liability to the
State for any damages sustained by the State by virtue of any breach of the Contract by the Contractor
and the State may withhold any payments to the Contractor for the purpose of setoff until such time
as the exact amount of damages due the State from the Contractor is determined.
C. In the event of a termination of this Contract by the State prior to the end of the term hereof or upon
expiration of the term hereof, and in the further event Contractor has performed any work whatsoever
upon future project(s), Contractor shall be entitled to receive reimbursement for any and all out-of-
pocket expenses for work by Contractor upon said project(s), all in accordance with the terms of this
Contract.
d. The State will not be liable for any costs incurred by the Contractor if termination is for any of the
causes stated in subparagraphs a.(i), a.(ii), a.(iii), or a.(v) above. The State will reimburse the
Contractor for its actual costs to date if termination results from the cause stated in a.(iv) above (funds
not appropriated)_ The Contractor shall be entitled to compensation for expenses incurred to date for
work performed pursuant to this contract, upon submission of invoices and proper proof of claim,
including, without limitation, binding commitments made in connection with the manufacture of
advertising materials or services not otherwise usable by the Contractor. In such event, at the request
of the State, the Contractor shall fumish copies of all proposals, specifications, designs, procedures,
systems, or other materials related to its performance hereunder, whether finished or in preparation,
at the time of termination.
e. In event of a termination for the causes in subparagraphs a.(i), a.(ii), a.(iii), or a.(v) above, the State
reserves the right to cover its requirements by reassigning the contract to another advertising agency
without rebidding. The State has the option to assume ongoing media contracts.
14. CONTRACT AMENDMENTS
This contract may not be modified, extended, or augmented except by a written contract amendment executed
by the parties hereto, and any breach or default by a party shall not be waived or released other than in writing
assigned by the other party.
15. AUTHORITY TO EXECUTE AGREEMENT
The persons signing this contract warrant and represent that they have full right, power and authority to execute
this contract on behalf of their respective parties.
16. INTEGRATION OF UNDERSTANDINGS
This Agreement is intended as the complete integration of all understandings between the Parties. No prior or
contemporaneous addition, deletion, or other amendment hereto shall have any force or effect whatsoever,
unless embodied in writing. No subsequent novation, renewal, addition, deletion, or other amendment hereto
shall have any force or effect, unless embodied in a written contract executed and approved pursuant to the
State fiscal rules.
17. ACCOUNTING RECORDS
The Contractor will be required to maintain financial and accounting records and evidence pertaining to the
contract in accordance with generally accepted accounting principles and other procedures specified by the
State. All the Contractor's books, records, and supporting documentation, including but not limited to financial,
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accounting, security and personnel records, shall be available for inspection by any representative of the
Colorado Office ofEconomic Development, State Auditor's Office, and the Office of the Attorney General during
normal business hours. The Contractor shall keep and maintain said records during the contract period,
including any extension thereof, and for a period ending three (3) years after the date of final payment on the
contract, including any extensions thereof.
18. INSURANCE
A. The contractor shall obtain, and maintain at all times during the term of this agreement, insurance in the
following kinds and amounts:
I) Standard Worker's Compensation and Employer Liability as required by State statute, including
occupational disease, covering all employees on or off the work site, acting within the course and
scope of their employment.
2) General, Personal Injury, and Automobile Liability (including bodily injury, personal injury, and
property damage) minimum coverage:
a) Combined single limit of $600,000 if written on an occurrence basis.
b) Any aggregate limit will not be less than $1,000,000.
c) Combined single limit of $600,000 for policies written on a claims -made basis. The policy shall
include an endorsement, certificate, or other evidence that coverage extends two years beyond the
performance period of the contract.
d) If any aggregate limits are reduced below $600,000 because of claims made or paid during the
required policy period, the contractor shall immediately obtain additional insurance to restore the full
aggregate limit and furnish a certificate or other document showing compliance with this provision.
B. The State of Colorado shall be named as additional insured on all liability policies.
C. The insurance shall include provisions preventing cancellation without 60 days prior notice to the State by
certified mail.
D. The contractor shall provide certificates showing adequate insurance coverage to the State within 7 working
days of award or contract execution, unless otherwise provided.
E. If the contractor is a "public entity" within the meaning of the Colorado Governmental Immunity Act, CRS
24-10-101, et seq., as amended ("Act"), in place of the above Insurance requirements the contractor shall at all
times during the term of this contract maintain such liability insurance, by commercial policy or self-insurance,
as is necessary to meet its liabilities under the Act. Upon request by the State, the contractor shall show proof
of such insurance.
19. TAXES
The state agency, as purchaser, is exempt from all federal excise taxes under Chapter 32 of the Internal Revenue
Code [No. 84-730123K] and from all state and local government use taxes [C.R.S. 39-26-114(a) and 203, as
amended]. Vendor is hereby notified that when materials are purchased for the benefit of the State, such
exemptions apply except that in certain political subdivisions (for example - City of Denver) the vendor may be
required to pay sales or use taxes even thought the ultimate product or service is provided to the State. These
sales or use taxes will not be reimbursed by the state.
V. INTELLECTUAL PROPERTY
To 4f & A�Contractor will indemnify State for its reasonably incurred legal expenses and will defend or settle, at
U.kit�- Contractor's option and expense, any legal proceeding brought against State, to the extent that it is based on
a claim that products infringe a trade secret, trademark, mask work, copyright, or patent. Contractor will pay all
such expenses, together with damages and costs awarded by the court which finally determines the case, or are
by 1 aW[ incurred in the settlement thereof, if State: (i) gives written notice of the claim promptly to Contractor; (ii) gives
Contractor control of the defense and settlement of the claim; (iii) provides to Contractor, at Contractor's
expense, all available information and assistance; and (iv) has not compromised or settled such claim.
B. If products are found to infringe, Contractor will: (i) obtain for State the right to use such products; (ii)
replace the products with non -infringing products or modify the products so that they become non -infringing;
or, if neither of these Alternatives is reasonably available, (iii) remove the infringing products and refund the
price paid therefore.
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C. Contractor has no obligation under this section 20 for any claim which results from: (i) use of products in
combination with any non -Contractor provided equipment, software or data; (ii) Contractor's compliance with
designs or specification of State; (iii) modification of products other than at Contractor's direction; or (iv) use
of an allegedly infringing version of products, if the alleged infringement could be avoided by the use of a
different version made available to State.
21. ORDER OF PRECEDENCE
In the event of conflicts or inconsistencies between this contract and its exhibits or attachments, such conflicts
or inconsistencies shall be resolved by reference to the documents in the following order of priority: 1)
Colorado Special Provisions, page 8; 2) Contract, pages 1 to 7.
22. EXTENSION BY STATE
In the event that the State desires to continue the services and a replacement contract has not been fully
executed by the ending term date of this contract, this contract may be extended unilaterally by the state for a
period of up to two months upon written notice to the contractor under the same terms and conditions of the
original contract including, but not limited to prices, rates, and service delivery requirements. However, this
extension terminates when the replacement contract becomes effective when signed by the State Controller or
an authorized delegate.
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SPECIAL PROVISIONS
(For Use Only with Inter -Governmental Contracts)
CONTROLLER'S APPROVAL. CRS 24-30-202 (1)
This contract shall not be deemed valid until it has been approved by the Controller of the State of Colorado or such assistant as he may
designate.
2. FUND AVAILABILITY. CRS 24-30-202 (5.5)
Financial obligations of the State of Colorado payable after the current fiscal year are contingent upon funds for that purpose being appropriated,
budgeted, and otherwise made available.
3. INDEMNIFICATION.
To the extent authorized by law, the contractor shall indemnify, save, and hold harmless the State against any and all claims, damages, liability
and court awards including costs, expenses, and attorney fees incurred as a result of any act or omission by the Contractor, or its employees,
agents, subcontractors, or assignees pursuant to the terms of this contract.
No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits,
protection, or other provisions for the parties, of the Colorado Governmental Immunity Act, CRS 24-10-101et seq. or the Federal Tort Claims
Act, 28 U.S.C. 2671 et seq. as applicable, as now orbereaf er amended.
4. INDEPENDENT CONTRACTOR. 4 CCR 801-2
THE CONTRACTOR SHALL PERFORM ITS DUTIES HEREUNDER AS AN INDEPENDENT CONTRACTOR AND NOT AS AN EMPLOYEE. NEITHER THE
CONTRACTOR NOR ANY AGENT OR EMPLOYEE OF THE CONTRACTOR SHALL BE OR SHALL BE DEEMED TO BE AN AGENT OR EMPLOYEE OF THE
STATE. CONTRACTOR SHALL PAY WHEN DUE ALL REQUIRED EMPLOYMENT TAXES AND INCOME TAX AND LOCAL HEAD TAX ON ANY MONIES PAID
BY THE STATE PURSUANT TO THIS CONTRACT. CONTRACTOR ACKNOWLEDGES THAT THE CONTRACTOR AND ITS EMPLOYEES ARE NOT ENTITLED
TO UNEMPLOYMENT INSURANCE BENEFITS UNLESS THE CONTRACTOR OR THIRD PARTY PROVIDES SUCH COVERAGE AND THAT THE STATE DOES
NOT PAY FOR OR OTHERWISE PROVIDE SUCH COVERAGE. CONTRACTOR SHALL HAVE NO AUTHORIZATION, EXPRESS OR IMPLIED, TO BIND THE
STATE TO ANY AGREEMENTS, LIABILITY, OR UNDERSTANDING EXCEPT AS EXPRESSLY SET FORTH HEREIN. CONTRACTOR SHALL PROVIDE AND
KEEP IN FORCE WORKERS' COMPENSATION (AND PROVIDE PROOF OF SUCH INSURANCE WHEN REQUESTED BY THE STATE) AND UNEMPLOYMENT
COMPENSATION INSURANCE IN THE AMOUNTS REQUIRED BY LAW, AND SHALL BE SOLELY RESPONSIBLE FOR THE ACTS OF THE CONTRACTOR , ITS
EMPLOYEES AND AGENTS.
5. NON-DISCRIMINATION.
The contractor agrees to comply with the letter and the spirit of all applicable state and federal laws respecting discrimination and unfair
employment practices.
6. CHOICE OF LAW.
The laws of the State of Colorado and rules and regulations issued pursuant thereto shall be applied in the interpretation, execution, and
enforcement of this contract Any provision of this contract, whether or not incorporated herein by reference, which provides for arbitration
by any extra judicial body or person or which is otherwise in conflict with said laws, rules, and regulations shall be considered null and void.
Nothing contained in any provision incorporated herein by reference which purports to negate this or any other special provision in whole or
in part shall be valid or enforceable or available in any action at law whether by way of complaint, defense, or otherwise. Any provision
rendered null and void by the operation of this provision will not invalidate the remainder of this contract to the extent that the contract is
capable of execution.
At all times during the performance of this contract, the Contractor shall strictly adhere to all applicable federal and state laws, rules, and
regulations that have been or may hereafter be established.
7. SOFTWARE PIRACY PROHIBITION. GOVERNOR'S EXECUTIVE ORDER
No State or other public funds payable under this Contract shall be used for the acquisition, operation or maintenance of computer software
in violation of United States copyright laws or applicable licensing restrictions. The Contractor hereby certifies that, for the term of this
Contract and any extensions, the Contractor has in place appropriate systems and controls to prevent such improper use of public funds. If
the State determines that the Contractor is in violation of this paragraph, the State may exercise any remedy available at law or equity or under
this Contract, including, without limitation, immediate termination of the Contract and any remedy consistent with United States copyright
laws or applicable licensing restrictions.
8. EMPLOYEE FINANCIAL INTEREST. CRS 24-18-201 & CRS 24-50-507
The signatories aver that to their knowledge, no employee of the State of Colorado has any personal or beneficial interest whatsoever in the
service or property described herein.
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SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT
CONTRACTOR: STATE OF COLORADO:
BILL OWENS
GOVERNOR
CITY OF FORT COLLINS By
Legal Name of Contracting Entity
84-6000587
Social Security Number or FEIN
Print Name & Title of Authorized Officer
AP�r°vecl
CORPORATIONS: y (A corporate seal or attestation is requireda-1 _
r sty,
Attest (Seal) By AO,
(ie"olCity/Umm, Clerk)
Director, Brian Vogt
Office of Economic Development
REVIEW:
Ken Salazar
ATTORNEY GENERAL
By:
(Place corporate seal here)
ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER
CRS 24-30-202 requires that the State Controller approve all state contracts. This contract is not valid until the State
Controller, or such assistant as he may delegate, has signed it. The contractor is not authorized to begin performance until the
contract is signed and dated below. If performance begins prior to the date below, the State of Colorado may not be obligated to
pay for the goods and/or services provided.
By
STATE CONTROLLER:
Arthur L. Barnhart
Effective Date: April 1, 2004
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