HomeMy WebLinkAbout445412 BEET STREET - PURCHASE ORDER - 9117559City of
Frt Collins
Date: 12/2112011
Vendor: 445412
BEET STREET
200 W, MOUNTAIN AVE.
FORT COLLINS Colorado 80521
PURCHASE ORDER
PO Number Page
9117559 1of2
Fnumbermustappear
ll invoices, packng and labels.
Ship To: LINCOLN CENTER
CITY OF FORT COLLINS
417 W MAGNOLIA
FORT COLLINS Colorado 80521
Delivery Date: 12/21/2011 Buyer: JAMES O'NEILL
Note:
Line Description Quantity UOM Unit Price Extended
Ordered Price
r Reimbursement for expenses
City of Fort Collins Director of Purchasing and Risk Management
This order is not valid over $5000 unless signed by James B. O'Neill II, CPPO
City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580
Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com
1 LOT LS
Total
Invoice Address:
51,051.91
.91
City of Fort Collins
Accounting Department
PO Box 580
Fort Collins, CO 80522-0580
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into the day and year set forth below, by and between BEET
STREET, a Colorado Lion -profit corporation (hereinafter the "Beet Street"), and Dennis Consulting, LLC..
WITNESSETH:
WHEREAS, pursuant to C.R.S. 7-123-102(1)(g), Beet Street is empowered to make and enter into all
contracts which are necessary or incidental to the exercise of its powers and performance of its duties;
WHEREAS, the services to be rendered by the Professional pursuant to this Agreement will advance
the mission of Beet Street;
NOW, THEREFORE, in consideration of the mutual covenants and obligations herein expressed, the
receipt and adequacy of which are hereby acknowledged, it is agreed by and between the patties hereto as
follows:
I. Scope of Services. The Professional agrees to provide services in accordance with the scope of seivicps
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 attached hereto as Exhibit A, consisting of two (2) pages, and
incorporated herein by this reference.
3. Contract Period. This Agreement shall commence on August 31, 2011 and shall continue in full force
and effect until December 31, 2011 unless sooner terminated as hereinafter provided.
4. Early Termination by Beet Street. Notwithstanding the time periods contained herein, Beet Street has
the right to terminate this Agreement at any time without cause by providing written notice of
termination to the Professional. Such notice shall be delivered at least thirty (30) days prior to the
termination date contained in said notice unless otherwise agreed in writing by the parties.In the event
of any such catty termination by Beet Street, 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. Compensation. In consideration of the services to be performed pursuant to this Agreement, Beet Street
agrees to pay Professional according to the following schedule: fifty and 00/100.dollars ($50) per hour
with maximum compensation not to exceed $10,000, according to Exhibit A consisting of two (2) pages
and incorporated herein by this reference. Contractor shall submit invoices on a monthly basis for all
Services performed. Such invoices shall state a description of each specific service performed.
The cost for additional services beyond the Scope of Services described in the Request for Proposal
mast be approved by the -Executive Director.
6. Beet Street Representative. Beet Street 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 Beet Street Representative,
7. Final Report. Within thirty (30) days of project completion, professional shall provide to the Beet Street
PSA.Rev.08.03.09
Representative a final written report summarizing the project with respect to the Scope of Services,
Work Schedule and other material information.
8. Ouality and Accuracy of Services. 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.
9. Independent Contractor. The services the Professional wilt be performing hereunder are those of an
Independent Contractor, and not of an agent or -employee of Beet Street, nor shall the Professional's
employees, agents or subcontractors be considered employees or agents of Beet Street. Contractor
represents that it is engaged in providing similar services to the general public and not required to work
exclusively for Beet Street. Beet Street will not be responsible for withholding any portion of the
Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or
benefits or for any other purpose.
10. Unenplovinent Insurance. Dennis Consulting, LLC as an independent contractor, a non -employee, who
wishes to be covered by unemployment insurance must provide coverage for himself or herself, or its
company, as they are not covered under the Company's unemployment insurance. Dennis Consulting, LLC
shall provide Beet Street annually with proof of such coverage.
11. Workers Compensation Insurance. Dennis Consulting, LLC has no employees employed by it, and
therefore Contractor is not subject to the Colorado Worker Compensation Act. If Contractor hires
employees who would provide services for Company after being approved to do so by Company.
Contractor agrees to immediately cover its employees with Workers Compensation Insurance. Dennis
Consulting, LLC shall provide Beet Street annually with proof of such coverage.
12. License and Business Requirements. The Professional shall hold, in the Professional's name, all licenses
necessary to perform the Scope of Services, and shall have Rill authority to do such business in the State
of Colorado. The Professionial shall at all times during the term hereof have a designated place of
business for making and accepting conununications with or from Beet Street.
13. Subcontractor Liability. hn the event that any work performed hereunder is performed by a
subcontractor, the Professional shall be responsible for any and all liability resulting from, arising out of
or in any way connected to the work performed under this Agreement by the subcontractor, which
liability is not covered by such subcontractor's insurance.
14. Modification of Agreement. No subsequent modification of any term or provision
of this Agreement shall be valid, binding upon the parties or enforceable unless made in writing and
signed by the parties hereto.
15. No Assigrunent. The parties hereto acknowledge that Beet Street enters into this Agreement based upon
the unique qualifications and special abilities of the Professional and that this Agreement shall be
considered an agreement for professional services. Accordingly, the Professional shall not have the
right, power or.authority to assign any responsibilities nor delegate any duties arising hereunder to any
other individual or entity without the prior written consent of Beet Street.
16. Default. Each and every term an([ provision contained herein shall be deemed to be a material element
of this Agreement. In the event either party hereto should fail or refuse to perform in accordance with
any term or provision of this Agreement, such party may be declared in default.
17. 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 uncured after
the ten (10) day period, the party declaring default may elect to: (a) terminate this Agreement and seek
damages; or (b) avail itself of any other remedy at law or equity.
18. Acceptance Not Waiver. Approval by Beet Street 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. Beet Street'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 hereunder.
19. Limitation on Waiver of Breach. The failure of either party hereto to insist, in any one instance or more,
upon the performance of any of the duties, obligations, covenants or conditions of this Agreement, or to
exercise any right or privilege herein conferred, shall not be construed as thereafter waiving any such
duties, obligations, covenants, conditions, rights or privileges, but the same shall continue and remain in
full force and effect.
20.Indemnification. The Professional shall indemnify, hold harmless and defend, at the Professional's
expense, Beet Street, their officers, directors, members, employees and agents from and against any loss,
cost, expense or damage, including, but not limited to, Beet Street's attorneys' fees, court costs; other
legal expenses and judgments, and against all liability whatsoever claimed by third parties against Beet
Street, resulting from, arising out of or in any way corrected with the Professional's performance of the
Scope of Services; except where such loss, costs, expense, damage or liability is the result of the gross
negligence of Beet Street. In any and all claims against Beet Street, or any of their officers, members,
directors, agents or employees, by any employee or agent of the Professional, or of any the
Professional's subcontractors, the indemnification obligation under this Section 19 shall not be limited
in any way by any limitation on the amount or type of damages, compensation or benefits payable by or
for the Professional or any subcontractor tinder workers' compensation laws, disability bericfrt laws or
other employee benefit laws provided by local, state or federal law.
2 L Notification of Claim. Beet Street shall notify the Professional within a reasonable time after receiving
notice of any claim for which the indemnity provision contained herein would apply. So long as the
Professional promptly and vigorously defends a claim, the Professional shall have control over the
defense and settlement of any such claim; provided, however, that the Professional must obtain a
complete discharge of all Beet Sheet liability through any such settlement. In the event that the
Professional fails to promptly and vigorously pursue the defense and/or settlement of such claim, Beet
Street may, at their option, and in their sole discretion, assume the defense and settlement thereof, and
the Professional shall be liable for all costs and expenses incurred by Beet Street in the pursuit thereof.
Beet Street shall furnish, at the Professional's reasonable request and expense, information and
assistance necessary for such defense.
22. Notice. Any notice required or desired to be given by any patty to this Agreement shall be in writing
and may be personally delivered; sent by certified snail, return receipt requested; or sent by a nationally
recognized receipted overnight delivery service, including the United States Postal Service, United
Parcel Service, Federal Express, or Airborne Express, for earliest delivery the next day. Any such notice
shall be deemed to have been given and received as follows: when personally delivered to the party to
whom it is addressed; when mailed, three delivery (3) days after deposit with the United States Postal
Service, postage prepaid; and when byovernight delivery service, one (1) day after deposit in the
custody of the delivery service. The addresses for the mailing or delivering of notices shall be as
follows:
7
If to the Professional:
If.to Beet Street:
Dennis Consulting, LLC
315 Whedbee Street
Fort Collins, CO 80525
Beet Street
ATfN: Gary Hovatter, Board President
200 W. Mountain Ave., Suite A
Fort Collins, CO .80521
Notice of a change of address of a party shall be given in the same mamier as all other notices as hereinabove
provided.
23, Subject to Amoral Appropriation. Any financial. obligations of Beet Street arising under this Agreement
which are payable after the current fiscal year are contingent upon fonds for that purpose being annually
appropriated, budgeted and otherwise made available by the City Council of the City of Fort Collins, in
its discretion, and/or the Board of Fort Collins Downtown Development Authority, in its discretion, as
applicable.
24. Governing LawNenue/Severability. The laws of the State of Colorado shall govern the execution,
construction, interpretation and enforcement of this Agreement. Should either party hereto institute legal
suit or action resulting from, arising out of or in any way connected with, this Agreement, it is agreed
that venue for such suit or action shall be proper and exclusive'in the District Court of Larimer County,
Colorado. If any term or provision contained herein is held to be illegal, invalid or unenforceable under
local, state or federal law, such term or provision shall be frilly severable. This Agreement shall be
construed and enforced as if such illegal, invalid or unenforceable term or provision • had never
comprised a pact hereof and the remaining terms and provisions contained herein shall remain in full
force and effect and shall not be affected by the illegal, invalid or unenforceable provision or term or by
its severance lnerefrom.
25. Attorney Fees. In the event that any litigation is commenced by either party hereto against the other
party, which litigation results front arises out of or is in any way related to this Agreement, the court
shall award to the substantially prevailing patty all reasonable costs and expenses, including attorneys'
fees and other legal expenses.
26. Prohibition Against Employing Illegal Aliens. Pursuant to Colorado Revised Statutes ("C.R.S.") § 8-
17.5-101 et seq., (lie Professional represents and agrees that:
As of the date of execution of this Agreement:
a. The Professional does not knowingly employ or contract with an illegal alien
who will perform work under this Agreement, and
b. The 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, an employment verification program established
pursuant to C.R.S. § 8-17.5-102(5)(c) C.R.S. and administered by the
Colorado Department of Labor and Employment, Division of Labor, in order
to confirm the employment eligibility of all newly hired employees to
perform work under this Agreement.
c. The 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 who knowingly employs or contracts with an illegal alien to
perform work under this Agreement.
d. The Professional shall not use the e-Verify Program or Department Program
procedures to undertake pre -employment screening of job applicants during
the term hereof.
e. If the Professional obtains actual knowledge that a subcontractor performing
work raider this Agreement knowingly employs or contracts with an illegal
alien, the Professional shall:
f. Notify such subcontractor and Beet Street within three days that The
Professional has actual knowledge that the subcontractor is employing or
contracting with an illegal alien; and
g. Terminate the subcontract with the subcontractor if within three days of
receiving the notice required pursuant to this Section 38 the subcontractor
does not cease employing or contracting with the illegal alien; except that the
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.
It. The Professional shall comply with any reasonable request by the Colorado
Department of Labor and Employment (hereinafter the "Department") made
in the course of an investigation that the Department undertakes or is
undertaking pursuant to the authority established in C.R.S. § 8-17.5-102 (5).
i. If the Professional violates any provision of this Agreement pertaining to the
duties imposed by C.R.S § 8-17.5-102 Beet Street shall have the right to
terminate this Agreement. If this Agreement is so terminated, the Professional
shall be liable for actual and consequential damages to Beet Street arising out
of the Professional's violation of C.R.S. § 8-17.5-102.
j. Beet Street will notify the Office of the Secretary of State if the Professional
violates this provision of this Agreement and Beet Street terminates the
Agreement for such breach.
27.Inteeration/Survival. This contract, which includes this Agreement together with any exhibits
incorporated herein by reference, represents the entire and integrated agreement between the parties
hereto and supersedes all prior negotiations, representations or agreements, whether written or oral. All
conditions, rights, privileges, duties, covenants, warranties and obligations contained herein shall be
binding upon, inure to the benefit of, and be enforceable by, the parties hereto, and their respective
survivors, heirs, personal representatives, successors and assigns, and shall remain in full force and
effect and shall survive, to the maximum extent allowable by law, the termination or expiration of this
Agreement.
28. Local, State and Federal Law. The meaning of "local, state or federal law," shall include any and all
relevant acts, statutes, ordinances, rules, regulations, common law doctrines and judicial precedents,
which are now in force or which may hereafter be articulated, rendered, adopted, enacted, amended or
promulgated.
29. Headings. Headings contained herein are for organizational purposes only and shall not affect the
interpretation of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above
written.
BEET STREET,
a Colorado
non-profitpcorpp9ration
By:-J � tJ"tt
Gary II vatter, Board President
PROFESSIONAL:
0
6
EXHIBIT A
STATEMENT OF WORK
FOR: Dennis ConsultingLLC
DATE: August 30, 20l 1
Period of Performance under this Statement of Work shall be from August 31, 2011 through December 31,
2011.
Obligations of Contractor
The Contractor will provide services to Beet Street to develop a business plan and will be reimbursed
monthly nt the rate of $50 per hour. Specific tasks and responsibilities are noted below:
1) Review and analysis of existing materials: Includes, financial and budget materials, program plans,
grant applications, vendor proposals, etc. (Estimated time 4-6 hours)
2) Development of templates: Budget and financial templates that will be refined during the course of
work. 'Templates will be created for all relevant programs (e.g., Streetmosphere, AIR, building
renovation, etc.) and will include data for time periods to be agreed upon with the Beet Street
Project Manager. Templates will be populated with existing data and gaps will be identified.
(Estimated time: 16-20 hours). -
3) Pro forma statements and scenarios: These "what if' spreadsheets provide Beet Street Staff and
Board with the information they need to understand risk and make informed decisions. Flexible
and easy to change, these are real time tools that can be used to develop and refine strategic plans.
a) Income pro forma reports: Key variables include grants, donations, program participation, and
program fees. Will also capture details about restricted, unrestricted and other, (under
requirements and limitations. (Estimated time: 40-50 hours)
b) Expense pro forma reports: Key variables are fixed and variable expenses, overhead, and
accounting for in -kind contributions. (Estimated time: 40-50 hours)
4) Phased implementation plans; Prepare materials that show what expenses treed to be hncurred in
order to keep approved program implementation timelines on track (e.g., website expenses,
curriculum development, etc.). (Estimated time: 10-20 hours)
5) Attending and presenting at meetings: Prepare materials for presentation to Beet Street Staff,
Board and other stakeholders and attend meetings as directed by the Beet Street Project Manager.
(Estimated time 20-30 hours)
6) Preparation of final business plan: Organizing, summarizing and finalizing the above in a format
or formats determined by the Beet Sheet Project Manager. (Estimated time 10-20 hours).
It is estimated that this scope will require 140-196 hours to complete over a 16 week period at a cost to
Beet Street of 57,00049,800.
The Contractor agrees that the performance of all services or tasks pursuant to this agreement shall conform
to the highest professional standards.
The number of hours to perform services will be agreed upon on a case -by -case basis. The contractor shall
not work more than 20 hours per week without Beet Street's prior consent.
The Contractor shall upon request:
1. Fully describe the work to be performed and expectations of work.
2. List any deliverables.
3. Provide a written status/progress report that docmnents all activities to date, including hours worked, and
details the planned activities for fire next reporting period. Reporting periods and report formats will be
developed mutually between the Contractor and the Project Manager.
Oblieations of Project Manager
Project Manager shall:
1) Make available to the contractor materials and information required to complete each project in a
timely manner.
2) Facilitate communication between contractor, organization staff, and external partners as needed
to ensure project momentum. '
3) Review drafts and submitted materials prior to scheduled meetings and provide tinily feedback.
4) Notify contractor of requests for new projects in a timely manner, allowing reasonable tine to
ensure proposals are well written and ftnrdable and meet foundation deadlines.
The Beet Street Project Manager for this Statement of Work will be Beth Flowers. All work products,
invoices, and questions related to the conduct and progress of this work shall be directed to Beth Flowers or
her designee at: -
Beth Flowers, Interim Executive Director
Beet Street
200 West Mountain Avenue, Suite A
Fort Collins, CO 80521
970-419-8240
bflowers@beetstreet.org
Page 1 of 2
AI ,1103C, M- 1
From:
Jill Stilwell
Sent:
Wednesday, December 14, 2011 1:05 PM
To:
Jim O'Neill
Cc:
John Stephen
Subject: RE: Beet Street Procurement Info
Fli Jim,
I did ask that question, and she said that they wanted a local vendor because of the amount of contact they would have to
have with them to complete the project: weekly meetings, attending the regional summit, etc. She also said that this
consultant was the only person they found who had incubator experience in the area. He had also worked on the RMII
project.
I can ask her for more clarification.
Thanks --Jill
Jill Stilwell
Director of Cultural Services
City of Fort Collins - Lincoln Center
970-416-2935
jtilwell@fcgov.com
From: Jim O'Neill
Sent: Wednesday, December 14, 2011 11:53 AM
To: Jill Stilwell
Cc: John Stephen
Subject: RE: Beet Street Procurement Info
I reviewed the contract and their letter dated 12/13. I'm concerned that they limited the competition on this one.
Do you know why they think they can limit this to Fort Collins vendors? I'd like to get that straightened out with
them now. Even on purchases under $25,000 they still should be getting multiple proposals. Jim
Jim O'Neill, FNIGP, CPPO
Director of Purchasing and Risk Management
970-221-6779
PO Box 580
Fort Collins, CO 80522
From: Jill Stilwell
Sent: Tuesday, December 13, 2011 3:50 PM
To: Jim O'Neill
Cc: John Stephen
Subject: Beet Street Procurement Info
Hi Jim,
Thanks for meeting with me yesterday. It was helpful for me to learn more about the Federal processes.
Beth Flowers from Beet Street sent me the attached memo regarding the procurement process for hiring Bryan Dennis as a
consultant for the NEA Our Town Grant and his contract. She also indicates in her letter that she has reviewed the EPLS.gov
website for "debarment or suspension". Beth and I will also schedule a conference call with you after the first of the year to
discuss the process for hiring a curriculum consultant.
Please let me know if you need any additional information at this time, and if we can move forward with entering the
Requisition for reimbursement to Beet Street.
12/ 14/2011
Purchase Order Terms and Conditions
Page 2 of 2
I. COMMERCIAL DETAILS.
Tax exemptions. By statute the City of Fen Collins is exempt from state and local taxes. Our Exemption Number is 11. NONWAIVER.
98-04502. Fcdeml Excise Tax Exemption Certificate of Regis" 84-6000597 is registered with the Collector of Failure of the Purchaser 10 insist two strict performance of the terms and conditions hereof. failure or dclav to
Internal Revenue, Denver. Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39--26, 114 (a). exercise any rights or rcmedics provided herein or by law, failure to promptly notify the Seller in the event of a
breach, the acceptance ofor payment for goods hereunder or approval ofthe design, shall not release the Seller of
Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of any of the warranties or obligations of this parehose order and shall not be deemed a waiver ofany right of the
damage in transit, may be rctumed to you for credit and are not to be replaced except upon receipt of written purchaser to insist open strict performance hercoforany ofits rights of rcmedics as to any such goods. regardless
instructions from the City of Fort Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported
oral modifiemom or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms
Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. hereof.
Final Acceptance. Receipt of the merchandise. services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS.
authorized payment on the pan of the City of Fort Collins. Hossevcq it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from amitmst
ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations are in fact borne by the Purchaser. Theretofore, for good cause and as consideration for executing this
Purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hematicr
Freight Terms. Shipments must be F.O.B., City of Fort Collins, 700 Word St- Fort Collins CO R0522, unless acquired ander federal or state amitmst Inws for such overcharges relating to the particular goods or services
otherwise specified on this order, If permission is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchaser purmaot to this purchase order.
bill must accompany invoice. Additional charges for packing will not be accepted.
13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS.
Shipment Distance. Where manufacturers have distributing points in various parts of the country, shipment is If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the
expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to cnnipiv. the Purchaser
shipments are made from greater distance. may cause the work to be performed by the most expeditions means available to it, and the Scller shall pay all
costs associated with such work.
Permits Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all
applicable Ines. regulations. ordinances and rules of the state, municipality, territory or political subdivision where
the work is performed, or required by any other duly constituted public authority h rviogjurisdiction over the work
of vendor. Seller further agrees to hold the City of Fort Collins harmless from and against all liability and loss
incurred by them by reason of an asserted or established violation of any such laws, regulations, ondinances, rules
and requirements.
Authorization. All patties to this contract agree that the representatives are. in fact. bona fide and possess full and
complete authority to bind said panics.
LIMITATION OF TERMS, This Purchase Order expressly limits acceptance to the terms and conditions stated
herein set forth and any supplementary or additional terns and conditions annexed hereto or incorporated herein by
reference. Any additional or diffcrmt terms and conditions proposed by seller are objected to and hereby rcj"md.
2. DELIVERY.
PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipmcm to arrive no your
promised delivery date as noted. Time is ofthe essence. Delivery and performance must he effected within the time
stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without
limitation, acceptance ofpanial late deliveries, shall operate as a waiver ofthis provision. In the event ofany delay.
the Purchaser shall have, in addition to other legal and equitable remedies. the option of placing this order elsewhere
and holding the Seller liable for damages. However, the Seller shall not b: liable for damages as a result of delays
due to causes not reasonably foreseeable which arc beyond its reasonable control and without its fault ofnegdigence.
such acts of Gad, acts of civil or military anda rides, governmental priorities, fires, strikes. Bond, epidemics, wars or
riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the
time when the Seller first received knowledge thereof. In the event of any such delay, the date of delivery shall be
extended for the period equal to the time actually lost by reason ofthe delay.
3. WARRANTY.
The Seller warrants that all goods, articles, materials and work covered by this order will conform with applicable
drawings. specifications, samples end/or other descriptions given, will he fit for the purposes intended, and
performed with the highest degree of care and competence in accordance with accepted standards for work of a
similar nature. The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the
Purchaser may suffer or incur on account ofthe Sellers breach of warranty. The Seller shall replace. repair or make
god. without cost to the purchaser, any defects or faults arising within one (1) year or within such longer period of
time as may be prescribed by law or by the terms ofany applicable warranty, provided by the Seller after the date of
acceptance of the gads famished hereunder (acceptance not to be unreasonably delayed), resulting form imperfect
or defective work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not
constitute a waiver ofany claim under this warranty. Except as otherwise provided in this purchase order. the Sellers
liability hereunder shall extend to all damages proximately caused by the breach ofany ofthe foregoing warranties
or guarantees, but such liability shall in no "cut include loss of profits or loss of uses NO IMPLIED WARRANTY
OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY.
4. CHANGES IN LEGAL TERMS,
The Purchaser may make changes to legal terms by written change order.
5. CHANGES IN COMMERCIAL TERMS.
The Purchaser may make any changes to the terms, other than legal terms, including additions to or deletions from
the quantities originally ordered in the specifications or drawings, by verbal or written change order. If any such
change affects the amount due or the time ofperfomumcc hereunder, an equitable adjustment shall be made.
6. TERMINATIONS.
The Purchaser may at any time by written change order, terminate this agreement as to any or all portions of the
goods then not shipped, subject to any equitable adjustment between the panics as to any work or materials then in
progress provided that the Purchaser shall not be liable for any claims for anticipated profits on the uncompleted
Portion of the goods and/or work, for incidental or consequential damages, and that no such odjustmcm be made in
furor of the Scller with respect to any goods which arc the Sellers standard stock. No such termination shall rel icvc
the Purchaser or the Scller ofany of Their obligations as to any goods delivered hereunder.
7. CLAIMS FOR ADJUSTMENT.
Any claim for adjustment must be asserted within thirty (30) days from the date the change or termination is
ordered.
8. COMPLIANCE WITH LAW.
The Seller x..nts that all goods sold hereunder shall have been produced, sold, delivered and furnished in strict
compliance with all applicable laws and regulations to which the grads am subject. The Seller shall execute and
deliver such documents as may be required to effect or evidence compliance, All laws and regulations required to be
incorporated in agreements of this character are hereby incorporated herein by this reference. The Seller agrees to
indemnify and hold the Purchaser harmless from all costs and damages suffered by the Purchaser as a result of the
Sellers failure to comply with such law.
9. ASSIGNMENT.
Neither parry shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the
prior, wrincn consent ofthe other party.
10. TITLE.
The Seller warrants full, clear and unrestricted rifle to the Purchaser for all equipment, materials, and items famished
in performance of this agreement, free and clear of any and all liens, restrictions, msenations, security interest
encumbrances and claims of others.
The Seller shill release the Purchaser and its contractors of any tier from all liability and claims of any nature
resulting from the performance of such work,
This release shall apply even in the event of fault of negligence of the parry released and shall extend In the
directors, Rcm, and employces ofsuch party.
The Seller's con", cnml obligations, including warranty, shall not be deemed to be reduced, in any way, because
such work is performed or caused to be performed by the Purchaser.
14. PATENTS,
Whenever the Seller is required to use any design, device, material or process covered by letter, patent, trademark
or copyright, the Seller shall indemnify and save harmless the Purchaser from any and all claims for infringement
by reason of the use of such patented design, device, material or process in connection with the contract, and
shall indemnify the Purchaser for any cost. expense or damage which it may be obliged to pay by reason ofsuch
infringement at any time during the proscculion or after the completion of the work. In case said equipment, or
any pan thereof or the intended use ofthe gods, is in such snit held to constitute infringement and the use of
said equipment or pan is enjoined, the Seller shall, at its own expense and at its option, either procure for the
Purchaser the right to continue using said equipment or parts, replace the some with substantially equal but
noninfringing equipment, or modify it so it becomes noninfringing.
15. INSOLVENCY,
If the Seller shall bernam insolvent or bankrupt make an assignment for the benefit of creditors, appoint a
receiver or tmstce for any of the Sellers property or business, this order may forthwith be canceled by the
Purchaser without liability.
16. GOVERNING LAW.
The definitions of terms used or the interpretation of the agreement and the rights ofall panics hereunder shall be
construed under and governed by the laws of the State of Colomdo. USA.
The following Additional Conditions apply only in cases where the Seller is to perform work hereunder.
including the services of Scller., Representative(.,), on the premises afnthcm.
17. SELLERS RESPONSIBILITY.
The Seller shall carry on said work at Shcc(s own risk until the same is fully completed and accepted, and shall.
in case of any accident, destruction or injury to the work and/or materials before Seller's final completion and
acceptance, complete the work at Sellers own expense and to the satisfaction of the Purchaser. When materials
and equipment are furnished by others for installation or erection by the Seller. the Scllcr shall receive, unlmd.
store and handle same at the site and become responsible therefor as though such materials and/or equipment
werebeing furnished by the Scllcr under the order.
18. INSURANCE.
The Seller shall, at his tarn expense, provide for the payment of workers compensation, including occupational
disease benefits, to its employees employed on or in connection with the work covered by this purchase order.
and/or to their dependents in accordance with the laws of the state in which the work is to be done. The Seller
shall also carry comprehensive general liability including, but not limited to, contractual and automobile public
liability insurance with bodily injury and death limits of it least S304),000 for any one perm, S500.000 for env
one accident and property damage limit per accident of S400.000. The Seller shall likewise require his
contractors, if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors
employees shall de any work upon the pram ises ofolhcrs, the Scllcr shall famish the Purchaser with a certificate
that such compensation and insurance have been provided. Such ecnificates shall specify the date when such
compensation and insurance have been provided. Such certificate, shall specify the date when such compensation
and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until after the
entire work is completed and accepted.
19. PROTECTION AGAINST ACCIDENTS AND DAMAGES.
11n, Seller hereby assumes the entire respnnsibility and liability for any and all damage, loss on injury of any kind
or nature whatsoever to persons or property caused by or resulting from the execution ofthe work provided for in
this purchase order or in connection hercw ith. The Seller will indemnify and hold harmless the Purchaser and any
or all of the Pumhascm officers, agents and employers from and against any and all claims, losses, damages,
charges or expenses. whether direct or indirect and whether to persons or property to which the Purchaser may
be put or subject by reason of any act. action, neglect, omission or default on the pan of the Scllcr, any of his
contractors, or any of the Sellers or contractors offcm., agents or employees. In case any suit or other
proceedings shall he brought against the Purchaser, or its officers, agents or employees at any time on account or
by reason of any act. action, neglect, omission or default of the Seller of any of his contractors or any of its or
their officers, agents or employees as aforemid, the Seller hereby agrees to assume the defense thereof and to
defend the same at the Sellers own cxpcnsc, to pay any and all costs, charges, attomcys fees and other expenses.
any and all judgments that may be incurred by or obtained against the Purchaser or any of its or their officers,
agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or
obtained against the pmperty of the Purchaser, or said panics in or as a result of such suits or other proceedings,
the Seller will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Seller and
his contractors shall take all safety precautions, furnish and install all guards necessary for the prcrerVion of
accidents, comply with all laws and regulations with regard to safety including, but without limitation, the
Occupational Safety and Health Act of 1970 and all mIn and regulations issued pursuant thereto.
Revised 08/2010
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I
Title: Rocky Mountain Regional Arts Incubator
Project City Beet Street Grant Grant Funds
Total Match Match Expense to Beet Street
Project Revenue: $ 204,500 $ 21,720 $ 821800 $ 100,000
Salaries/Wages for existing staff
'Cultural Services Director (15% over 12 months)
13500/3585benies $
Gallery Coordinator (10% over 12 months)
3400/1243benies $
Executive Director BtSt(10% over 12 months)
8800/15421benies $
Project Director BtSt(60% over 12 months)
39000/7130benies $
subtotal $
Planning Activity
Need Assessment
Survey tools/data collection
$
Website Development/Data base Virtual Incubator $
Western States Summit
17,085 $ 17,085
4,643 $ 4,643
10,342 $ 10,342
25,372 $ 20,758 $ 20,758
78,200 $ 21,728 " $ 35,714 $ 20,758
-
$ 1,500 $ 1.500
5,000 $ 5,000
-
Travel 350air(or 250mileage), 250hotel, 132perdie 14 trps to Ft Collins
-
$ 11,000
-
$
--------.._.
11,000
.
$
11,000
Summit Meeting supplies/materials
$ 1,700
$
1,700
$ '"
1,700
Summit Facilitator
250/day 2 days)
$
2,500
$
2,500
Curriculum Development
Curriculum Development Project Assistant
($12/hr for 130 hrs)
$ 1,600
$
1.600
$
1,600
Content experts/writers
(6 @ $2,000 ea)
2,000
_
$ $
6,000
$-
- 6,000
Editor
(1 @ $750 per wk/28 wks)'
$ 21,000
_ -6,000
$ 21,000
-
--
Curriculum Meeting supplies &materials
-
$ 1,000-
- ... _.
$ 300 $
_
700
$
760
Facilitator
(1 @ $1250/da 2 days)
y 2,500
Program Development
Internship Development Coordinator
Business Plan Development
,Consultant/Developer
Building Interior & Exterior Design
iArchitectural Conceptual Design
,Landscape Design/charrette
Branding and Marketing
(1@$500 perwk/24wks)
Total Project:
12,000
$
12,000
1no
$
10,200
$
10,200 $
10,200
20,000
$
20,000
10,600
9,500
$'
9,500.
$
14,800 $
14,800
$
204,500 $ 21,728 $
$
82,,800
99,958 $
80,458
$
204,5$
06 $ 21,700
82,814
"$
100,000 "
Pagel of 2
Jim O'Neill
From: Jill Stilwell
Sent: Friday, December 16, 2011 2:13 PM
To: Jim O'Neill
Subject: FW: Our Town Procurement Question
Hi Jim,
Below is an email from Jamie Hand at the NEA. I spoke to her about the two different procurement
requirements for governments and non -profits. She told me over the phone yesterday that she thought
Beet Street did not have to follow the City's requirements as long as they met the federal non-profit
procurement requirements. She is confirming with this email that this is indeed the case for NEA. I
think Beet Street has done a good job in addressing your concerns and the NEA is o.k. with how we're
handling procurement requirements. So I think we've covered all our bases.
Thanks! --Jill
Jill Stilwell
Director of Cultural Services
City of Fort Collins - Lincoln Center
970-416-2935
Stilwell@fc og v.com
From: Jamie Hand [mailto:hand@arts.gov]
Sent: Friday, December 16, 2011 10:24 AM
To: Jill Stilwell
Subject: Our Town Procurement Question
Hi Jill,
Just wanted to let you know that I confirmed with our Grants & Contracts office that Beet Street is not required
by the NEA to follow the City of Fort Collins' procurement practices — it's actually just a matter of whether the
City of Fort Collins is ok with it! Hopefully that's the answer you were looking for.
Thanks and have a great weekend!
Best,
Jamie
Jamie Hand
Design Specialist
ART WORKS,
Drts.gov
National Endowment for the Arts
1100 Pennsylvania Avenue NW
Visual Arts Division, Suite 729
12/16/2011
Page 2 of 2
Washington, DC 20506
www.arts.gov
T 202 682 5566
F 202 682 5721
E hand@arts.gov
To join the Design Program's mailing list, send an email to NEADesign@arts.gov with "Add Me"in the subject line.
12/16/2011
ART WORKS.
arls.gov
Mr. Darin Atteberry
Authorizing Official
City of Fort Collins, Colorado
417 W. Magnolia Street
Fort Collins, CO 80521-2646
Dear Mr. Atteberry:
AUG 2 3 2011
On behalf of the National Endowment for the Arts, it is a pleasure to inform you that your organization has been
awarded a grant.
Grantee:
Grant #:
Grant Amount:
Period of Support:
Discipline/Program:
Grant Project:
City of Fort Collins, Colorado
11-4292-7080
$100,000
August 1, 2011 to July 31, 2012
Design - Our Town
CFDA #: 45.024
To support the creation of the Rocky Mountain Regional Arts Incubator in the
historic Carnegie building in downtown Fort Collins, a project of the City of Fort
Collins Cultural Services, as described in your application (Al 1-933787) and the
enclosed project budget.
Please refer to the enclosed Special Terms that are applicable to this grant.
Award materials are available online at www.arts.gov/manageaward. The General Terms & Conditions provide
detailed information concerning the Endowment's regulations and procedures, the administrative requirements
that apply to your grant, and your responsibilities as a grantee. Instructions for requesting grant funds and
reporting on your project are also online. General information about this award can be found at
www.arts.gov/mygran t.
If you have any questions regarding the administrative requirements of this grant, our Grants & Contracts Office
staff will be happy to assist you. They may be reached at (202) 682-5403.
Congratulations on your grant award!
Sincerely,
Rocco Landesman
Chairman
Enclosures
National Endowment for the Arts
The Nancy Hanks Center
1100 Pennsylvania Avenue NW
Washington DC 20506-0001
NATIONAL ENDOWMENT FOR THE ARTS
PROJECT BUDGET
Grantee: City of Fort Collins, Colorado
Grant#: 11-4292-7080
Important Information:
This budget is derived from your application, revised budget, and/or other communication as noted below.
Expenditures on your project should be in general agreement with this budget. Deviation without prior NEA
approval will be limited to the standards outlined in the General Terms & Conditions and the provisions of
circulars A-110 or A-102, whichever is applicable. It is understood that costs included below may be estimates
and that actuals will be reported on all payments requests and financial reports.
All costs must be incurred within the project period specified in your award letter. This budget cannot include
overlapping project costs with any other Federal grant (direct or indirect). Proper documentation must be
maintained for any In -Kind contributions claimed. Unless otherwise indicated in your award letter, this grant
must be matched dollar for dollar.
INCOME
Cash: $ 104,500
In -Kind: $ 0
NEA Grant: $ 100,000
EXPENSES
Direct Costs:
Salaries and Wages: $ 64,700
Fringe Benefits: $ 13,500
Travel: $ 11,000
Other: $ 115,300
Indirect Costs: $ 0
Total Contributions: $ 104,500
Total NEA Grant: $ 100,000
TOTAL PROJECT INCOME: $ 204,500
Total Direct Costs: $ 204,500
TOTAL PROJECT EXPENSES: $ 204,500
Revised Budget/Application Update Date: 07/11/2011
beer
sTReeT
FORT COUINS. COLORADO
Date: December 13, 2011
To: Jill Stilwell, Director of Cultural Services, City of Fort Collins
From: Beth Flowers, Interim Executive Director, Beet Street
Re: NEA Our Town grant contracts
Beet Street staff utilized proper procurement procedures to retain the services of contractors for the
Arts Incubator of the Rockies, AIR, project. One contractor was hired to complete the business plan
and survey analysis included in the Our Town grant. Beet Street did a local search for independent
contractors to provide the services. Bryan Dennis, the Chief Executive officer of Dennis Consulting
LLC, Business Planning & Strategy, was the only local, small business that provided both the business
planning and survey analysis and had experience with business incubators.
Beet Street complied with all the procurement standards contained in United States White House
Office of Management and Budget Circular A-110 Revised 11/19/1993 As Further Amended
9/30/1999: Uniform Administrative Requirements for Grants and Agreements With Institutions of
Higher Education, Hospitals, and Other Non -Profit Organizations.
As stated in Section .43, all procurement transactions were conducted in a manner to provide, to the
maximum extent practical, open and free competition. Beet Street conducted a general survey of local
businesses and consultants to find candidates for the contract. Because the contract included a not to
exceed clause and was under $25,000, we did not utilize a full request for proposal process. We did
compare consulting fees and found that Dennis Consulting was charging an average fee of $50 per
hour. The other local firms did not have specific experience with business incubators.
Specifically, no unnecessary items were purchased and nothing was leased or purchased. Our
solicitation for consulting services provided clear and accurate descriptions of the technical
requirement for the business plan deliverable.
Additionally, in compliance with positive efforts made to utilize small businesses, minority -owned
firms, and women's business enterprises, Beet Street hired a small business to provide the consultation
needed.
Bryan Dennis was checked against the epls.gov website and he is not restricted by E.O.s 12549 and
12689, "debarment or suspension."
19 Old Town Square, Ste. 234, Fort Collins, CO 80524-2471 tel 970.419.8240 fax 970.4r9.8248
BeetStreet.org twitter.com/beetstreet facebook.com/beet.street.colorado