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HomeMy WebLinkAbout231229 DESTINATION SALES AND MARKETING - CONTRACT - CONTRACT - 9925817i 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 Destination Sales & Marketing Group, Ltd , hereinafter referred to as "Service Provider" WITNESSETH In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the p',arties 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 three (3) page[s], and incorporated herein by this reference 2 Time of Commencement and Completion of Services The services to be performed pursuant to this Agreement shall be initiated within five (5) days following execution of this Agreement Services shall be completed no later than Decem 'be ,120(1 Time is of the essence Any extensions of the time limit set forth above must be agreed upon in writing, signed by the parties 3 Contract Period This Agreement shall commence February 16, 2001, and shall i continue in full force and effect until December 31, 2001, 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 five (5) additional one year periods Pricing changes shall be negotiated by and agreed to by, both parties and may not exceed the Denver - Boulder CPI-U as published by the Colorado State Planning and Budget Office Written notice of renewal shall be provided to the Service Provider and mailed no later than ninety(90) days prior to contract end 4 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 SA 10/97 � 1 i the extent that the performance is actually prevented, the Service Provider must provide written notice to the Cityof such condition within fifteen (15) days from the onset of such condition [Early Termination clause here as an option 5 Early Termination by City/Notice Notwithstanding the time periods contained herein, i the City may terminate this Agreement at any time without cause by providing written notice of i 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 City Rick Tensley, CPPB, Buyer City of Fort Collins PO Box 580 Fort Collins, CO 80522 SA 10/97 Service Provider Howard M Jennings, Jr Destination Sales & Marketing Group, Ltd 2025 E Main St, Suite 100 Richmond, Virginia 23223 i 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 I obligations under this Agreement Such payment shall be the Service Provider's sole right and remedy for such termination i 6 Contract Sum The City shall pay the Service provider for the performance of this Contract, subject to additions and deletions provided herein, of the software and, a sum of Five Hundred Dollars ($500 00) for software licensing fee per year to commence with first shipment, and $1,000 maintenance per year if outside help is necessary to maintain the software, for a period of five years to be paid as services are utilized, not to exceed $1,500 00 in anyone -year 7 City Representative The City will designate, prior to commencement of the work, its representative whoa 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 8 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 9 Pers nal Services It is understood that the City enters into the Agreement based on the special abilities lof the Service Provider and that this Agreement shall be considered as an agreement for perslonal services Accordingly, the Service Provider shall neither assign any SA 10/97 responsibilities no delegate any duties arising under the Agreement without the prior written consent of the City 10 Acceptance Not Waiver The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement 11 Wairanty (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 whetherthe same were furnished or performed by Service Provider or by any of its subcontractors of any tier Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City 12 Default Each and every term and condition hereof shall be deemed to be a material element of this Agreement In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof 13 Remedies In the event a party has been declared in default, such defaulting party shall be allowed a period often (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 SA 10/97 4 equitable actions ''against the defaulting party, the defaulting party shall be liable to the non - defaulting partyforlthe non -defaulting party's reasonable attorneyfees and costs incurred because of the default 14 Binding Effect This writing, togetherwith the exhibits hereto, constitutes the entire agreement betweeI n the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties 15 Indemnity/Insurance a The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liabilityof any character whatsoever brought or asserted for intunes 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 upon a general liability insurance policy with not less than Five Hundred Thousand Dollars ($500,000) combined single limit coverage The Service Provider before commencing services hereunder, shall deliver to the Cays Director of Purchasing and Risk Management, 256 West Mountain Avenue, Fort Collins, Colorado 80521 one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City 16 Entire Agreement This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties Covenants or representations notIcontained in this Agreement shall not be binding on the parties SA 10/97 5 17 Law/Severability The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement ATTEST CORPORATE SECRETARY SA 10/97 CITY OF FORT COLLINS. COLORADO a mu I corporation `� By ^^> � v ` `-gJ4� Ja e's B O'Neill II, CPPO Dir ctor f Purchasing and Risk Management Date I Z C (Corporate Seal) EXHIBIT "A" SIDENT Sucribed and sworn to before me thlS o`t_�t___ day of Ala - -1 20_ _. Witness my hand_and official seal, Notary Publio My Commission expires- 1 - � _3� W We are happy to offer this proposal to license and customize our CommuterWorks CD to SMARTTnps for $12,500 - $15,000 There are numerous variables involved that are mentioned in the paragraphs below, so the precise scope of the delivered product must be slightly flexible, to be developed cooperatively as we get into specific details based on this preliminary scope As we have discussed, the budget is limited to accomplish a quality lob, but by working together and using your and your staffs assistance in a team fashion, we are confident we can jointly develop a very useful tool of which we all can be proud s WIII a ice se o ea cr ea that will give SMARTTnps the rights to customize and use CommuterWorks for all customary purposes, but not including the right for SMARTTnps or any of your agents or affiliates to sell or license this in whole of part to others Within this fee we anticipate providing you and other CommuterWorks licensees an update CD at appropriate intervals with any new enhancements that we and other licensees ma develo under similar reciprocal agreements at nan. feeo 17p�)4t$ELpQQ per ear may also e e wired At the end of five years, the fee will no longer be required, and the license will continue in effect, though there will be a small optional fee for continued periodic updates, if desired 1 Content and functionality The core'content and functions of the CD will be based upon the existing Commutei Works CD developed for the Arlington County, Virginia Commuter Assistance Program Appropriate content and graphics will be deleted or added to customize it to the SMARTTnps market 2. New Multimedia introductions A new general introduction and separate introductions for employers and commuters will be included that will be shorter and more persuasive than the current cartoon introduction and custom presentation introductions These will share the same generic voice narration with Arlington County for mutual economies, as we have discussed They will include several opportunities in each to insert photographs and video testimony that are local to your region These introductions incorporate the new national approach to using the name Commuter Choice, so you will be a leader in this new initiative A detailed script will be developed indicating precisely which photos and videos will be swapped for items more appropriate to Colorado This will be submitted as part of progress documentation 3 Interactive Employer and Commuter Selling Sections Following the employer and commuter introductions there will be sections for each audience that explain in more detail the benefits to each of Commuter Choice and Commuter Benefits plus the specific employer and commuter services provided by SMARTTnps These would be a combination of generic screens applicable in Arlington and Colorado as well as an appropriate number of screens that are custom to your area and services This will include incentives such as the tax-free commute benefit Only services and information germane to you region will be included Links to appropriate Web sites in the region can be included We will need for you to provide information on your local services irn summary fashion We can help with copywriting and layout A detailed script will be developed indicating changes in narration and visuals to tailor these sections for SmartTnps This will be submitted as part of progress documentation 4 Commuter Transportation Services in Your Region There will be a section describing all the commuter services available in your region which can include maps of transit systems (if you have them available in electronic form or to scan), photos, logos, and other local graphics, as well as links to their Web sites We will need you to provide the desired content information in summary form and any graphics to be included We can help with copywriting and layout Changes will be jointly developed in PowerPoint for easy content modification and review by SmartTrips prior to incorporation into the CD software These will be included in electronic form as part of progress documentation 5 The Graphical User Interface and other Graphic Items We are redesigning the template within which everything will be seen to offer a more ousiness like look and feel It will have a clean, simpler appearance and the navigation buttons and functions will SA 10/97 be more intuitive and easier to use We need to retain the existing blue background for economy, but will change the Web links to another color, such as yellow, for better legibility Your logo can be easily exchanged for the CommuterWorks logo Skillful use of local photography will be necessary to provide a local flavor, illustrate concepts or services, and make it visually attractive in an effective and economical way We need for you to provide available existing photography to the extent possible to conserve the budget We will collaborate to determine the extent and nature of new photography necessary and affordable Use of your own staff as in -kind photographers is important if they have appropriate skills Any appropriate photos in the current CD can be used also We must collaborate carefully to insure the right visual effects most economically The finished Arlington CD will serve as the baseline for SmartTnps and will be submitted as part of progress documentation 6 Video and Testimony The multimedia introductions incorporate a total of three local video testimonials from your region that are important to the effectiveness of the introductions and will need to be shot Some of the other video testimony in the existing CD may be appropriate for your region, though many will not be It may be desirable to get others if you can arrange them, though the budget is very limited It will probably be more economical for you to arrange a local videographer We can edit footage and put in titles It is also very desirable to have footage of transportation subjects (buses, traffic congestion, carpooling/varpooling, cycling) to include as "B Roll" in the testimonials that reinforce the subject matter and give the video a local appearance Local case studies can be incorporated in the table form and in multimedia screens of a reasonable number The precise videos to be customized for SmartTnps will be indicated on the scripts 7 Duplication and Packaging Design and packaging will be shared with Arlington County for economy to the extent possible This price assumes we will produce these items in sync with Arlington's schedule, incorporating your design and content approvals in the process CD label will be silk-screened Quantity assumes 200 with silk-screen label on CD serving as label to be seen through clear plastic case 8. Schedule (revised 11/07/01) Assuming we have authorization to proceed in the immediate future, we propose the following schedule Your need to begin your campaign soon and the need to achieve production economy by coordinating with Arlington's schedule (which has already begun), require a fast -track process This will require timely provision of content from you and approvals of drafts and progress versions in timely fashion Intro scripts approval for recording (generic portions) Generic intro template and Graphical User Interface (GUI) on CD Navigation Tree generic template boards Generic content in PowerPoint to SMARTTrips (interactive sections) Generic beta of intro to SMARTTrips Revised generic Navigation Tree boards to SMARTTrips Final generic version of entire CD to SMARTTrips Navigation Tree customized for SMARTTrips Custom content finalized for interactive sections in PowerPoint Narrator scripts for interactive sections complete, recorded Provision of all graphics and video by SMARTTrips Custom intro and GUI with new video, Graphics and function enhancements Beta test version delivered (content into Flash and CD programming) Market testing completion by SMARTTrips Refinements incorporated, gold master delivered for approval Final testing and approval by SMARTTrips Shipment of completed discs SA 10/97 Mar 08, 2001 Mlar 08 Mar 15 Mar 15 Apr 16 July 3 July 5 October 31 October 31 November 20 November 15 November 30 November 30 December 7 December 14 December 18 December 30, 2001 9. Payment We will invoice you at major progress points commensurate with work accomplished Completion of generic portions of introduction, interactive sections and October 31 Navigation Tree with provision for swaps for SMARTTrips photos, videos Other, graphics and text content Estimated amount $6,000 Completion of Beta test version Estimated amount $7,500 November 30 Delivery of completed discs Estimated amount $1,500 December 30 These schedules are approximate, and can be adjusted to suit your schedule and needs SA 10/97