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HomeMy WebLinkAboutLINDEN PRESS - CONTRACT - RFP - P1120 CITY OF FORT COLLINS LOGOPROFESSIONAL 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 Linden Press, Inc. a Colorado corporation doing business as Linden, hereinafter referred to as 'Professional'. 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 Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of one (1) pages, and incorporated herein by this reference. 2. Contract Period. This Agreement shall commence April 2, 2008 and shall continue in full force and effect until July 1, 2008, unless sooner terminated as herein provided. 3. Early Termination by City. 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 Professional. 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: Professional: City: With Copy to: Linden City of Fort Collins City of Fort Collins, Purchasing 223 South Howes St Kelly DiMartino PO Box 580 Fort Collins, CO 80521 PO Box 580 Fort Collins, CO 80522 Fort Collins, CO 80522 In the event of any such early termination by the City, the Professional shall be paid for services rendered prior to the date of termination, subject only to the satisfactory performance of the 1 Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. 4. Design, Proiect Indemnity and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to designs, plans, reports, specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional shall indemnify, save and hold harmless the City, its officers and employees in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City; and for the City's costs and reasonable attorneys fees, arising directly or indirectly out of the Professional's negligent performance of any of the services furnished under this Agreement. The Professional shall maintain commercial general liability insurance in the amount of $500,000 combined single limits and errors and omissions insurance in the amount of $N/A. 6. Compensation. In consideration of the services to be performed pursuant to this Agreement, the Professional has agreed to do the project on a no charge basis. Forgoing the $2,500 fee, which can be used by the City to further the logo project in other ways. 5. City Representative. The City will designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City Representative. 6, Monthly Report. Commencing thirty (30) days after the date of execution of this Agreement and every thirty (30) days thereafter, Professional is required to provide the City Representative with a written report of the status of the work with respect to the Scope of Services, Work Schedule, and other material information. Failure to provide any required monthly report may, at the option of the City, suspend the processing of any partial payment request. 2 7. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 8. Personal Services. It is understood that the City enters into this Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under this Agreement without the prior written consent of the City. 9. Acceptance Not Waiver. The City's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the work. 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. 10. 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. 11. 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. 12. Binding Effect. This writing, together with the exhibits hereto, constitutes the 3 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. 13. 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. 17. Prohibition Against Employing Illegal Aliens. This paragraph shall apply to all Contractors whose performance of work under this Agreement does not involve the delivery of a specific end product other than reports that are merely incidental to the performance of said work. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Contractor represents and agrees that: a. As of the date of this Agreement: 1. Contractor does not knowingly employ or contract with an illegal alien; and 2. Contractor has participated or attempted to participate in the basic pilot employment verification 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 "Basic Pilot Program") in order to confirm the employment eligibility of all newly hired employees. b. Contractor 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. rd C. Contractor shall continue to apply to participate in the Basic Pilot Program and shall in writing verify same every three (3) calendar months thereafter, until Contractor is accepted or the public contract for services has been completed, whichever is earlier. The requirements of this section shall not be required or effective if the Basic Pilot Program is discontinued. d. Contractor is prohibited from using Basic Pilot Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. e. If Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Contractor shall: 1. Notify such subcontractor and the City within three days that Contractor 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 Contractor 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. f. Contractor 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. g. If Contractor 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, Contractor shall be liable for actual and consequential 5 damages to the City arising out of Contractor's violation of Subsection 8-17.5-102, C.R.S. h. The City will notify the Office of the Secretary of State if Contractor violates this provision of this Agreement and the City terminates the Agreement for such breach. 18. Special Provisions. In order to establish the parties' intentions with respect to ownership the parties state that all rights to the creations of the Professional for the City shall be considered to be in the nature of a work made for hire under the Untied States Copyright laws, and shall be owned solely by the City, and hereby assigned to the City. This agreement evidences the parties' intentions effective as of the creation of such artwork, including, but not limited to the graphic designs for the logo and logo concepts. The Professional hereby irrevocably assigns the City all copyright, trademarks, and other proprietary rights and all goodwill associated with such items as of such date. Professional hereby waives all visual artist and moral rights to the graphics designs for the logo and logo concepts. The Professional further agrees that he shall not, at any time hereafter, dispute or contest nor aid or assist others in disputing or contesting, either directly or indirectly, the exclusive right, title and interest of the City in the above -identified works or the validity of any copyrights, trademarks or other proprietary rights therein claimed by it. 6 SEAL ATTEST: Corporate Secretary THE CITY OF FORT COLLINS, COLORADO By: (Janes B. O'Neill II, CPPO, FNIGP Direct& o Purchasing &Risk Management DATE: `-( 4/D Lind !f=e By: Title: Pre�. Date: 4/-ZV O g (Corporate Seal) EXHIBIT A City of Fort Collins LOGO PROJECT DESCRIPTION The City of Fort Collins is seeking design services to create a new logo that represents the City of Fort Collins. The logos must be versatile enough to work well in multiple uses, including print, web, vehicles and apparel. The logos must also reflect and complement brand strategies identified during a recent community branding study. The community brand project includes input from more than 500 citizens as well as their conclusion of the City's characteristics. A summary of that work will be provided. Included in this package will also be numerous promotional materials that has been produced with the new branding imagery and elements. In addition, we will be collecting public input throughout the next month which will be supplied to the selected firm. Additionally, the City will supply the hard copies of the promotional materials and brand guidelines to the final candidate, but the brand summary (attached) is more than adequate for the proposal. The full report is also attached. Professional with submit two designs will be submitted to the City for review, and then one of those designs will be presented to the public for consideration, along with a logo previously developed by Northstar Destination Strategies. The rights of the final logo will belong exclusively to the City of Fort Collins. Public interest in this project is exceptionally high. Professional will attend public meetings on April 2, noon — 2:00 pm at the Aztlan Center and on April 7, from 6-8:00 pm at Cafe Columbine and Bakery. DELIVERY DATES 4/2 1 Project Start Date 4/2 Noon Public Meeting 4/7 6-8:00 pm Public Meeting 4/24 15 Lo o Com s Due 4/30 1" Revision Due if necessary) 5/12 Final Revision Due if necessary) COLORS: 2 PMS Colors FORMAT: The City will only accept the final file in vector format (Illustrator or Freehand). Professional will provide a style guide for the logo, including parameters and how -it should be used.