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HomeMy WebLinkAbout445805 GYROSPOPE INC - PURCHASE ORDER - 8855181 (2)PROFESSIONAL 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", the Discovery Center a Colorado non-profit corporation d/b/a Discovery Science Center, hereinafter referred to as "DSC" and Gyroscope, Inc., hereinafter referred to as 'Professional'. RECITALS 1. On March 6, 2008, the City and DSC entered into an Operating Agreement pursuant to which the City and DSC agreed to combine the missions of the Fort Collins Museum and the DSC into a new Institution and to collaborate on the construction of a new Facility for the Institution, with the City and DSC sharing major decisions regarding the Facility and Institution. 2. The City and DSC have agreed to hire the Professional to assist in the design of exhibits for the Facility, as contemplated by the Operating Agreement. NOW, THEREFORE, 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) page, and incorporated herein by this reference. 2. The Work Schedule. 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 one (1) page, and incorporated herein by this reference. 3. Contract Period. This Agreement shall commence within five (5) days of signing and shall continue in full force and effect until July 31, 2011, unless sooner terminated as herein provided WOPSA 05/01 1 EXHIBIT B Work Schedule Schedule and References The following schedule is based on Gyroscope's experience with projects similar in size and complexity to the new Fort Collins Museum and Discovery Science Center. If selected asyour designers, we will work with you on a final schedule, amended as necessary to meet your requirements. Gyroscope is prepared to meet the dead- lines below and is able to accommodate any reasonable adjustments to the schedule that might be required. lPhaSeTne:xhibition Master Planning May 1, 2008 e July, 2008 Notice to Proceed May 1, 2008 Kick Off Workshop Workshop #2 Workshop #2 Phase One Deliverable due July, 2008 Phase Two: Concept Design August, 2008 November, 2008 50% Submittal October, 2008 100% Submittal November, 2008 Phase Three: Design Development December, 2008 May, 2009 Prototype testing February, 2009 May, 2009 50% submittal February, 2009 100% submittal May, 2009 Phase Four: Final Design June, 2009 November, 2009 50% FD deliverable released for bidding August, 2009 100% FD deliverable November, 2009 Phase Five: Fabrication December, 2009 December, 2010 Award of bid for fabrication December, 2009 Off -site fabrication December, 2009 August, 2010 Installation and on -site fabrication September September Shake -down (soft opening) November December Grand Opening December, 2010 WOPSA 05/01 10 EXHIBIT C section % : Fee Proposa Compensation Gyroscope's fee for services, inclusive of our subcontractors, are as follows. Our proposal does not include re- imbursable expenses, which will be billed at cost. Gyroscope has received and reviewed Addendum #1 to the RFP and has taken that into account in preparing this proposal. Our assumptions are: 1. Fort Collins Museum and Discovery Science Center will include approxi- mately 15-20,000 square feet of exhibits. 2. The budget for exhibits is $6,400,000, per addendum #1 to the RFP. 3. Gyroscope's fees for all phases through bidding are on the basis of a fixed price contract. 4. Services for the fabrication and installation phases will be on the basis of time and materials, based on our rate card below. 5. The budget for prototype testing assumes production and testing of ap- proximately five working devices. WOPSA 05/01 11 Rafe Card Gyroscope offers services on a time and materials basis for those projects for which the scope of work has not yet been clearly defined. Our current rates are: Principals Maeryta Medrano, Principal and CEO $175 / hr Chuck Howarth, Principal and COO $175 / hr Ron Davis $125 / hr Justine Robers $125 / hr Senior Developer $110 / hr Don Pohlman Exhibit Designer $90 / hr Scott Moulton Exhibit Developers $90 / hr Maria Mortati Graphic Designer $90 / hr April Banks Junior Designer $70 / hr Administrative Assistant $50 / hr Vendors and Subcontracts Cost plus 15% Out of Pocket Expenses At Cost Lightswitch Senior Lighting Designer Project Lighting Designer Systems & Control Designer Draftsperson Assistant Creative Machines Principals Lead prototyper CAD technician $140.00 / hr $135.00 / hr $115.00/ hr $85.00/hr $65.00/hr $125 / hr $60 / hr $50 / hr 12 WOPSA 05/01 EXHIBIT D 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: 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. WOPSA 05/01 13 4. Early Termination. Notwithstanding the time periods contained herein, the Project Representative, acting with the consent of the Project Team (both as defined below), may terminate this Agreement at any time without cause by providing written notice of termination to the other parties. 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 all the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Professional: City: DSC Gyroscope, Inc. City of Fort Collins Executive Director Attn: Chuck Howarth Attn: Ron Kechter Discovery Science Center 283 4`h St STE 201 117 N. Mason 703 E. Prospect Rd. Oakland, CA 94607 Fort Collins, CO 80524 Fort Collins, CO 80525 With Copy to: City of Fort Collins, Purchasing PO Box 580 Fort Collins, CO 80522 In the event of any such early termination, the Professional shall be paid for services rendered prior to the date of termination, subject only to the satisfactory performance of the Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. 5. Design, Project 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, the DSC, and their respective officers, WOPSA 05/01 2 directors and employees in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City or DSC; and for the City's and DSC'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 $1,000,000. 6. Compensation/Copyright. a In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay Professional a fixed fee in the amount of One Million Two Hundred Eighty Five Thousand Dollars ($1,285,000) according to the fee schedule attached hereto as Exhibit C consisting of two (2) pages and incorporated herein by this reference. All such fees and costs shall not exceed One Million Two Hundred Eighty Five Thousand Dollars ($1,285,000). Monthly partial payments based upon the Professional's billings and itemized statements are permissible. The amounts of all such partial payments shall be based upon the Professional's City -verified progress in completing the services to be performed pursuant hereto and upon the City's approval of the Professional's actual reimbursable expenses. The parties acknowledge that the sub- contractors: Creative Machines Inc. and Lightswitch are not parties to this Agreement. However, the rates listed for services to be provided by these subcontractors shall be the rate paid by the City to the Professional for these services. If the amount charged by these subcontractors exceeds the rates listed in Exhibit "C" the excess amount shall not be paid or owed by the City. The limitation on increases in prices set forth in section 4 herein shall apply to all rates listed in Exhibit "C" including subcontractor rates. Final payment shall be made following acceptance of the work by the City. b Upon final payment, all designs, plans, reports, specifications, drawings, and other services rendered by the Professional shall become the sole property of the City and DSC. The Professional hereby assigns, transfers, and conveys to the City and DSC, jointly and severally, all right, title and interest in and to all designs, plans, reports, drawings, graphics and other related materials produced by the Professional pursuant to this Agreement, together with the copyright therein and the right to secure copyright registration therefore, in accordance with Sections 101, 204, and 205 of Title 17 of the WOPSA 05/01 3 United States Code, the Copyright Law of the United States. This assignment, transfer and conveyance includes, without limitation, any and all features, sections, and components of the project, any and all works derived therefrom, the Unites States and worldwide copyrights therein, and any renewals or extensions thereof, and any and all other rights that the Professional now has or to which the Professional may become entitled under existing or subsequently enacted federal, state, or foreign laws, including, but not limited to the following rights: to reproduce, publish, and display publicly, to prepare derivative works, to combine with other materials, and to otherwise exploit and control the use thereof. 7. City Representative. The City will designate, prior to commencement of work, a Project Representative who shall be a member of the Project Team as provided in the Operating Agreement and shall report to the Project Team. The Project Representative 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 Project Representative. 8. Project Drawings. Upon conclusion of the project and before final payment, the Professional shall provide the Project Representative with reproducible drawings of the project containing accurate information on the project as constructed. Drawings shall be of archival, prepared on stable mylar base material using a non -fading process to provide for long storage and high quality reproduction. "CD" disc of the as -built drawings shall also be submitted to the Project Representative in an AutoCAD version no older than the established city standard. 9. 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 Project 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 payment request. 10. Independent Contractor. The services to be performed by Professional are those WOPSA 05/01 4 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. 11. 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. 12. 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. 13. 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. 14. 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. WOPSA 05/01 5 15. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties regarding the subject matter of this Agreement 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. 16. 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. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Professional represents and agrees that: a. As of the date of this Agreement: 1. Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Professional 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. Professional 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. Professional 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. WOPSA 05/01 6 d. If Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Professional shall: 1. Notify such subcontractor and the City within three days that Professional 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 Professional 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. Professional 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 Professional 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, Professional 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 Professional violates this provision of this Agreement and the City terminates the Agreement for such breach. WOPSA 05/01 7 THE CITY OF FORT CO a Colorado municipal pm By: `/ I \ / Darin A. Atteb rry, City Manager DATE: v k�0��° COS</y (�/rQ James 'Neill, II, CPPO, FNIGP Directo Purchasing & Risk Management ....�'�r. DATE: 2 ' S City Clerk APPROV Q AS TO FORM: Assistant City Attorney DISCOVERY CENTER a Colorado non-profit corporation c/j12�� Steven VanderMeer, President ATTEST: DATE: ���Is',0�' Corporate Secretary APPROVED AS TO FORM: rg rate Atto ney �� GYROSCOPE, INC. Date: ATTEST: _ orp�ecretary Maeryta Medrano, President $//r /oV (Corporate Seal) W OPSA 05/01 EXHIBIT A II. SCOPE OF WORK The scope of work will result in an exhibition plan that covers a broad spectrum of experiences, from hands-on science and culture to collections based exhibit. The scope of work will include five major components: exhibition master plan; concept design; design development; final design; fabrication and installation strategies. The Exhibition Design Firm will work closely with Fort Collins Museum and Discovery Science Center staff in all areas of concept and design of the exhibitions. The following is an example of what might be included in the project scope but is certainly not limited to only these tasks. The proposals submittals should reflect a full scope of tasks of a project of this size and nature. Exhibition Master Plan (to include but not limited to) • Conduct a series of workshops with Museums teams and stakeholders • The development of an Interpretive Plan outline • The creation of initial concept renderings 2. Concept Design (to include but not limited to) • Thematic outline of major exhibition areas • Bubble diagrams and thematic area floorplans • Environmental, Immersion Approaches • Interactive and Multimedia concepts • Architectural and infrastructure requirements • Renderings, sketches and/or models • Preliminary Budget and schedule for exhibition implementation 3. Design Development (to include but not limited to) • Exhibit script development including artifact list and image research • Exhibit floorplans, elevations, design of structures, spatial design • Interactive development, multimedia treatments and Media outlines • Sample graphics • Lighting and acoustic design • Prototype testing and evaluation • Budget and schedule implementation 4. Final Design • Final exhibit script • Final floorplans, design control drawings for interactives, 3D and spatial elements • Final graphics package • Final technology specifications, lighting and acoustic design • Final materials and finish selections • Final budget and implementation schedule 5. Fabrication Strategies • Identify fabricators and clarify bid process WOPSA 05/01