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HomeMy WebLinkAbout494376 ATLAS ADVERTISING - CONTRACT - RFP - 7295 NOCOCAPITAL MARKETING SUPPORTPROFESSIONAL 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 Atlas Advertising, 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) page, and incorporated herein by this reference. 2. Contract Period. This Agreement shall commence November 1, 2011, and shall continue in full force and effect until December 31, 2011, unless sooner terminated as herein I provided. 3. Early Termination by Cam. 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: Atlas Advertising City of Fort Collins City of Fort Collins , Purchasing Attn: Guillermo Mazier Attn: Josh Birks PO Box 580 2601 Blake Street, #301 PO Box 580 Fort Collins, CO 80522 Denver, CO 80205 [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 Professional's obligations under this Agreement. Such payment shall be the Professional's sole Professional Services Agreement RFP 7295 NoCoCapital Marketing Support Page 1 of 9 ^`' CERTIFICATE OF LIABILITY INSURANCE e0/2.7/ SOi2Ti2011 011 THIS :CERTIFICATE IS ISSUED -AS A MATTER OF INFORMATION ONLY SAND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATEDOES NOT AFFIRMATIVELY OR,NEGATIVELY -AMEND, EXTEND. OR ALTER THE COVERAGE AFFORDED BY THE POLICIES - BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this cerOflcate does not confer rights to the certificate holder In Ileu ofsuch endorsementjs . PRODUCER Denver .Agency Company 210 University Blvd, Suite -600 CONTACTT MufEl NAME: �Y y PHOIN a (303) 692-6900 NC No: (303)892-6938 :ADDRESS, tafomy@denveragency.. com PRODUCER 00005567 CUSTOMERIDa.- Denver CO 80206-4661 INSURERIS) AFFORDING COVERAGE NAIC0 INSURED INSURERA:Hartford Casualty Ins Co .INSURER B CC Intellect LLC S Atlas Advertising, LLC 2601 Blake St. #301 INSURERC: INSURERD: NSURER E : Denver CO 86205 INSURER F: THIS IS TOCERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED 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 BE. ISSUED OR MAY PERTAIN; THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS'SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAYHAVE BEEN REDUCED BY PAID CLAIMS. - - - SR LTR TYPE OF INSURANCE POLICY NUMBER MMIIM EFF 100,11 .EXP LIMITS GENERAL LMBILRY, EACH OCCURRENCE $ 2,000,000 X COMMERCIN.GENERALIIABILFY "p - n $ 300,000 A CLAIMS MADE OOCCUR 4SBAPD9482 /15/2011 /15/2012 'MED EXP(My one person) $ 10,000 X Excludes Professional PERSONAL B ADV.INXRY $ 2,000,000 Lib. .GENERAL AGGREGATE' $ 4,000,000 GENL AGGREGATE LIMIT APPLIES PER. PRODUCTS-COMP/OP AGG $ G, 000,.000 POLICY P`C X LOC 'AUTOMOBILE LIABILITY I COMBINED SINGLE LIMIT $ 2.,000,000 ANY AUTO IEe awdent) BODILY INJURY(Perperwn) £ A1xx ALL DYv11ED AUTOS 4SBAPD9482 /35/2013 /15 /2012 BODILY NJURY(Peraddeum) f SCHE W LED ALTOS P Y DAMgGE(ParactidBN) HIRED ALTOS ora..o NON-OV,IJEDAUTOS $ $ UMBRELLA LIAR OCCUR RENCE 2EXCESS $DEDUCTIBLERETENTION LIAR CLAiMS-MADE $£WORT ERSCOMPENSATION U- OTH- W ANDEMPLOYERS'LIABILITY YINANY IDENT $(Mandatory PROPRIETORIPARTNER/E�CUTIVEOFFICERIMEMSER EXCLUDED? NIA In NH) desmbe underI,IPTION -EA EMPLOYE $Ifyes, -POLICY LIMIT $ OFOPERATIONS below A Employee Dishonesty 4SBAPD9482' /15/2011 /15/2012 $25,000Urnt.finsurence DESCMPTION OF OPERATIONS I LOCATIONS I VEMCLES (Apapp ACORD 101, Addhlonal Ramarka SCMdule, if more space Is required)Certificate Holder is Additional Insured City of Fort Collins P.O. Box 580 Fort Collins, CO 80522 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Hyman, CIC/TAI.Rdy ACORD 25 (2009109) INSM (200909) The ACORD name and logo are registered marks. All rights reserved. right and remedy for such termination. 4. 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 $N/A according to the Insurance Requirements attached hereto as Exhibit "C", consisting of one (1) page. 5. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay Professional on a time and reimbursable direct cost basis in accordance with Exhibit "B", consisting of one (1) page, attached hereto and incorporated herein by this reference, with maximum compensation (for both Professional's time and reimbursable direct costs) not to exceed Thirteen Thousand Dollars ($13,000). Monthly partial payments based upon the Professional's billings and itemized statements of reimbursable direct costs 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 reimbursable direct costs. Final payment shall be made following acceptance of the work by the City. Upon final pay i ent, all designs, plans, reports, specifications, drawings and other services rendered by the Professional shall become the sole property of the City. 6. 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 Professional Services Agreement RFP 7295 NoCoCapital Marketing Support Page 2 of 9 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. 7. 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. 8. 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. 9. 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 i consent of the City. 10. 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 Citys 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. 11. 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. 12. 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 Professional Services Agreement RFP 7295 NoCoCapital Marketing Support Page 3 of 9 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. 13. 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. 14. 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. 15. 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 Professional Services Agreement RFP 7295 NoCoCapital Marketing Support Page 4 of 9 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: 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 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. Professional Services Agreement RFP 7295 NoCoCapital Marketing Support, Page 5 of 9 THE CITY OF FORT COLLINS, COLORADO By: Ja es B. O'Neill II, CPPO, FNIGP Dire or Purchasing & Risk Management DATE: ixmftorneyS TO FORM: Atlas Advertising By: ?--2m� Title: C--A:�:i- 0 CORPORATE PRESIDE T O RESIDENT Date: ATTEST: Corporate Secretary (Corporate Seal) Professional Services Agreement RFP 7295 NoCoCapital Marketing Support Page 6 of 9 RD ATLAS ADVt R1151NG Scope of Work A. Brainstorming Workshop EXHIBIT A SCOPE OF WORK i Atlas will lead a workshop in Port Collins (depending on agenda) that will include representatives from Colorado State Universiry, City of Port Collins, Rocky Mouotaio Ionosphere, local angel investors, and venture capital investors. 77u• workshop will focus on establishing program goals and assessing the current graphical representation of the program. •17te program will be led by Atlas C:F,p, Ben Wright o post the workshop, Atlas will compile the findings and present them back to the project team in a PowerPoint format with recommendations moving forward. Assumptions: 1. Clitnl projrel loam will relay morkrbop spare, mote parlieipanli ele. 2. Al/ar will prrpam eArnda and lab"il to rlien, f rrrieo. 3. Allay will worksbop. 4. 11%rkrbap mil/ nol rzned_/onrt in limy. If u'orkrbop nrnr air four bond the rArnl roil/ be lulled wr an hazn, rate. B. Creative design and graphical program depiction Onec the final assessment of the workshop is complete Atlas will create a mark for the program with supporting graphical pieces. Atrumpliarr 1. UnKlopin,G Imo initial morA.r. '1 %r milionr Ater/ .,ill.rr/erl one mark %arAllas to make one sand of eansolidoerd 2. Al/ar mi//providr jonm j/u for murk mi/b !br fina/ nmrk in a bodtoula/ lajroul, t,,rliral,, blark and .,hilt rlr. 3. Ahas mill deign tbrre PoorrPoinl inaplaler (bared of//,,16rcr idcnliped r/ienl andienar) lbal will mnrin of a roarpage, malnrl page and ronr/nnou page; Will'grapbier and rrroannended font uroge forbendlims and body ropy AnnuXboerl. 4. A110r ail/ proeidr one wand of rdili to call, lrmp/ah. C. Program communications and col) out plan ]it order ul effectively communicate to your program and process to your three identified audiences AAas will provide an outline of reconuncndeel content for each audience and audit dw final Powerpoutt copy lot tone•, style, grammar etc. Shoulcl the elicnt elect Atlas is also available create, audit, and edit all of the content for each of the Ihree presentations. Professional Services Agreement RFP 7295 NoCoCapital Marketing Support Page 7 of 9 EXHIBIT B COMPENSATION ATLAS ADYtrrI51NG Pricing Summary. Brainstorm Workshop A. Brainstorm workshop facilitated by Atlas, CEO Ben Wright $4,000 Creating program graphics/identity B. Develop graphical design and program ideourt, mark $2,000 A. Tlurc 3 custom design PP'I' templates Program communications and roll out plan C. A""' outlines and recommended content for each audience grouP(3) $I poo Option 1 D. Atlas edits and fm211zc5 client developed content (option 1) F1,1N41 OR Option 2 E. Atlas creates, edits and finalizes all content $3,000 Travel Considerations 1, Project Kickoff trip $2,000 2. Workshop trip 3. Progress meetings and check -ins held via Gcil'o Mectimg Total Costs $11,000 - $13,000 Payment Policy Plcase note that this projecl is billed on a fixed price, fixed scope basic Anlchanges from die agreed to scope will result in a change order. • A 336N, project payment will be collected %$h the contract at in the beginning btfom work begins. • The remainder of the pnijret %till be billed witli progress billing once 3MAo of the project has been completed. 'Ihr Customer will n•erive invoices as stated alxlice and progress statements monthly. Professional Services Agreement RFP 7295 NoCoCapital Marketing Support Page 8 of 9 EXHIBIT C 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. Professional Services Agreement RFP 7295 NoCoCapital Marketing Support Page 9 of 9