Loading...
HomeMy WebLinkAbout439656 ONE TRIBE CREATIVE LLC - CONTRACT - AGREEMENT MISC - ONE TRIBE CREATIVE MASON STREET CORRIDORPROFESSIONAL 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 One Tribe Creative, LLC, 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 two, (2) pages, 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 included in and attached hereto as Exhibit "A", consisting of two (2) pages, and incorporated herein by this reference. 3. Contract Period. This Agreement shall commence upon signing, and shall continue in full force and effect until May 31, 2010, unless sooner terminated as herein provided. 4. 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: Onetribe Creative LLC City of Fort Collins City of Fort Collins, Purchasing Attn: Mr. Paul Jensen Attn: Mike Freeman PO Box 580 314 East Mountain Avenue PO Box 580 Fort Collins, CO 80522 Fort Collins, CO 80524 Fort Collins, CO 80522 Standard Professional Services Agreement- rev07/09 EXHIBIT B INSURANCE REQUIREMENTS 1. The Professional 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 Professional 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 Professional, 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 Professional under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Professional'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 Professional shall maintain during the life of this Agreement for all of the Professional'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 Professional 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 Professional 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. cv CERTIFICATE CIF LIABILITY INSURANCE OP ID SA DATE,MM/DDryyYY, ONETR-1 02 02 10 PrsoDucER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO R1014TS UPON THE CERTIFICATE LBN Insurance AgOy-Johnstown HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 4848 Thompson Pkwy, Ste 200 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Johnstown CO 60534 Phone,:970-635-9400 Fax:970-635-9401 Ih18URERSAFFORDING COVERAGE NAIC# INSURED INSURER A: Hartford Insurance Co- 00914 INSURER 6: One' Tribe Creative LLC ,7 nwen Croup, LLC � 314 E , tl ,4nt.ain &gvyenue #201 Fort Caliins CO B0524 INSURER C: INSURER D; INSURER E: COVERAGES ^.c "c" is u 1 V I MC INbURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, .TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY SE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDE D BY THE. POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH MIS POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE SEEN REDUCED BY PAID CLAIMS. LTR - TYPE OF INSURANCE POLICY NUMBER OATS MNFpp DATE MM)DDrfY UMITa A OBNBRAL X LIABILITY COMMERCIALGENERALLIABILITY CLAIMS MADE OCCUR - 348BAy$4549 02/01/10 02/01/11 EACH OCCURRENCE $ j, Q Q Q 000 .PREMIBEB Eaocatrence $ 300000 MEO EXP (Any one peraort) $ 10000 PERSONAL &ADV INJURY $ 1000000 GENERAL AGGREGATE $ 2000000 OEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRCT JECT LOC PRODUCTS • COMPIOPAm Is 2000000 A S AUTOMOBILE X X X LIABILITY ANY AUTO ' ALL OWNED AUTOS SCHEDULEDAUTOS HIRED AUTOS NON-OWNEDAUT09 34UECP02521 02/02/10 02/02/11 COMBINED SINGLE LIMIT (Eaaccident) ®1000000 BODILY JNJVRY (Perperaon) $ SODILYINJURY (Per eaddetd) $ PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY 'ANY AUTO N/A AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC AUTOONLYI AGO $ $ A A. A DESCRIPTION EXCESS UMBRELLA LIABILITY X OCCUR CLAIMS MADE DEDUCTIBLE X RETENTION $10000 WORKERS COMPENSATION ' AND EMPLC-j7RS LIABILITY YIN ANY OFFICEREMBEREXEXCLUTD D? (Mandatory In NH) 11 yes, describe under SPECIAOTHER j PROVISIONS OTHER � Property Suction OF OPERATIONS) LOCATIONS ) vrw; - 34SBAVS4549 34WECIR2532 , P}.` r 61rn1 [Minuft A-- I 02/01/10 02/ol/la IEACH 02/01/11 02/01/11 OCCURRENCE $ 1000000 AGGREGATE $1000000 $ S TORY LIMITS ER $ E.L. EACH ACCIDENT s500000 E.L. DISEASE - EA EMPLOYE $ 500000 E.L. DISEASE- POLICY UR1IT 5 $ 00000 CERTIFICATE HOLDER revrel 1 .1-1 SHOULD ANY OF THE ABOVE DESCRNIED POLICIES BE CANCELLED BEFORE THE EXPIRATION CI TYOFF DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABIUTY OF ANY KIND UPON THE INSURER, ITS AGEN75 OR City of Fort Co111r1S REPRESENYATIVEa. AUT)i4R1zED R- EpRESEryTATIVE ACORD 25 (20W01) ACORD CORPORATION. All dahis reserved_ The ACORD name and logo are re9keored marks of ACORD IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endomement(s). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), uthorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. 26 (2009101) 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 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, 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 $1,000,000. 6. Compensation. 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 Fifty One Thousand Five Hundred Dollars ($51,500.00). 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 TST, Inc. is not a party to this agreement. However, the rates listed for services to be provided by this subcontractor shall be the rate paid by the City to the Professional for these services. If the amount charged by this subcontractor exceed the rates included in and attached hereto as Exhibit "A" 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 Standard Professional Services Agreement- rev07/09 2 in Exhibit "A" including subcontractor rates. Final payment shall be made following acceptance of the work by the City. Upon final payment, all designs, plans, reports, specifications, drawings, and other services rendered by the Professional shall become the sole property of the City. 7. 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. 8. 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. 9.. 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. 10. 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. 11. 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. Standard Professional Services Agreement- rev07/09 3 l 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. 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 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. 14. Binding Effect. This writing, together with the exhibits hereto, constitutes the 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. 15. 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. 16. 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 Standard Professional Services Agreement- rev07/09 4 "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. d. If Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Professional shall: 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 Professional'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. Standard Professional Services Agreement- rev07/09 5 17. Amendment 54. To the extent that this Agreement may constitute a "sole source government contract" within the meaning of Section 2(14.4) of Article XXVIII of the constitution of the State of Colorado, about which the City makes no representation, Section 15 of said Article XXVIII, which reads as follows, is hereby incorporated into this Agreement and made a part hereof: a. Section 15. Because of a presumption of impropriety between contributions to any campaign and sole source government contracts, contract holders shall contractually agree, for the duration of the contract and for two years thereafter, to cease making, causing to be made, or inducing by any means, a contribution, directly or indirectly, on behalf of the contract holder or on behalf of his or her immediate family member and for the benefit of any political party or for the benefit of any candidate for any elected office of the state (of Colorado) or any of its political. subdivisions. Standard Professional Services Agreement- rev07/09 THE CITY OF FORT COLLINS, COLORADO B FFORT y: -- — ---------------------- �o,..••..,.cQ a es B. O'Neill II, CPPO, FNIGP Directokdf Purchasing.& Risk Management StA Y DATE: One Tribe Creative, LLC Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: ATTEST: (Corporate Seal) Corporate Secretary. Standard Professional Services Agreement- rev07/09 EXHIBIT A SCOPE OF SERVICES Project Name: Mason Street Corridor Vision Foundation (Project 1) Job Description: Mason Street Corridor Vision Foundation (Project 1) Meetings/Interaction with the selected City Team (estimated at 20 hours) Meet with a selected group within the City of Fort Collins to solidify objectives and success strategies for maximizing the public benefit and economic benefit of the Mason Street Corridor Project. Coordinate with the team at times during the project as preferred by the City. Vision Platform (estimated at 50 hours) Identify and articulate key attributes, opportunities and experiences that should become integral to the overall Mason Street Corridor Project. Identify important goals to be realized as the corridor develops and redevelops that aid in transforming us from a small city to a more metropolitan community with Mason Street as a spine for transit and community activity. Create a set of guidelines to serve as cornerstones of the City's strategic vision for the corridor. This goes well beyond the design project alone, and extends into a community supportive focus of people, transit, economic development, placemaking, smart growth, energized/activated places, density benefits, environmental benefits, storytelling and more. In general, create a strong vision road map by which not only our efforts, but the efforts of everyone involved with the Mason Street Corridor are guided. Vision Development (estimated at 130 hours) Through integrated land -use and experience design development, create districts along the corridor based on unique thematic concepts, authenticity and clear identification strategies. Prepare storylines, key messaging, wayfinding and communication concepts that engage corridor users. Create concepts that enhance the visitor experience of encountering the corridor and make getting there as fun as being there. Offer new experiences that are beyond basic transit to bring economic development to the corridor and create a centerpiece for Fort Collins. Incorporate connection strategies to surrounding neighborhoods, commercial areas, CSU, Civic Center and future redevelopment concentrations such as the Mid -Town area. Review adjacent land uses and explore important opportunities for future economic development opportunities along the corridor. In general, create the thematic overview of the Mason Street corridor and explore opportunities to increase the benefit of the transit project socially, environmentally and economically. Vision Report (estimated at 110 hours) Develop and author a comprehensive report that illustrates, portrays and defines the objectives, attributes, opportunities, and development and exploration concepts. It will include study approach, outcomes maps/exhibits, sketches, image boards and narratives. Seven printed copies of the report will be provided and a PDF file for electronic use. Total Costs: The fees for combined professional services for Professional for Project 1 (Mason Street Corridor Vision Foundation) is: $ 51,500 Estimated Completion Date: 8-12 weeks from project initiation (project completion estimated end -April or mid -May, 2010) Project Team Leaders: Paul. Jensen, Owner/Creative Director, One Tribe Creative Ed Goodman, Chief Experience Officer, TST, Inc. - subcontractor Scope of Use: The Artwork (Concept and Design) created by One Tribe Creative for the Client under this Project Agreement is licensed to be used in the following manner: Unlimited: client to be made aware of terms if rights -managed photography is selected Payment Terms: The total compensation due Professional for its performance under this Project Agreement shall be paid in the following manner: $25,750 - %2 down upon project initiation $12,875 - % due and payable 30 days $12,875 -'/ due and payable upon project completion 2