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HomeMy WebLinkAboutMONARCH MEDIA - CONTRACT - RFP - ELEARNING CURRICULUM DESIGN & DEVELOPMENTPROFESSIONAL SERVICES AGREEMENT WORK ORDER TYPE 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 Monarch Media, Inc., 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 both the attached Exhibit "A" -Scope of Services, consisting of two (2) pages and is incorporated herein by this reference, and any project Work Orders issued by the City. A blank sample of a Work Order is attached hereto as Exhibit "B", consisting of one (1) page and is incorporated herein by this reference. The City reserves the right to independently bid any project rather than issuing a Work Order to the Professional for the same pursuant to this Agreement. 2. The Work Schedule. The services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule stated on each Work Order. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated as specified on each Work Order. Time is of the essence. Any extensions of any time limit must be agreed upon in writing by the parties hereto. 4. Contract Period. This Agreement shall commence July 18, 2013, and shall continue in full force and effect until July 17, 2014, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. The Denver Boulder Greeley CPIU published by Professional Services Agreement — Work Order Type RFP 7448 eLearning Curriculum Design & Development Page 1 of 14 EXHIBIT B WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND DATED: Work Order Number: Purchase Order Number: Project Title: Commencement Date: Completion Date: Maximum Fee: (time and reimbursable direct costs): Project Description: Scope of Services: Professional agrees to perform the services identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Professional Services Agreement between the parties. In the event of a conflict between or ambiguity in the terms of the Professional Services Agreement and this work order (including the attached forms) the Professional Services Agreement shall control. The attached forms consisting of _ (_) pages are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given. Professional By: City of Fort Collins Project Manager By: James B. O'Neill II, CPPO, FNIGP Director of Purchasing and Risk Management (over $60,000.00) Date: Professional Services Agreement — Work Order Type RFP 7448 el -earning Curriculum Design & Development Page 10 of 14 EXHIBIT C INSURANCE REQUIREMENTS 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 — Work Order Type RFP 7448 el -earning Curriculum Design & Development Page 11 of 14 EXHIBIT D COURSE COST GUIDELINES Our costs for developing an eLearning course Are typically driven by the following elements: • Length of course (e.g.-30 minutes) • Level of interactivity required thatallows learners to. meet course objectives. We typically develop courses to one of three levels of interactivity: L� 2 a �`3S'.�5�i�c+P`. Defuuuo p a s, 8dre' 'ri.i: �1'.�' =J .<..c. ° +.''% �-i e. Leve1l:' (Basic) Content pages, text, graphics, perhaps simple audio, test questions. Basic pages with assessment. •Level 2 (Interactive) Level1 plus 25% (or more) interactive exercises, intermediate use'of multimedia (audio, short video clips, animations): Level3,(Advanced) Highly interactive, custom interactions, possibly including simulations, advanced videos, or interactive. scenarios • Technical and compliance requirements Based on our understanding of the requirements listed in the W, the, cost; estimate,below is based on the ellowing assumptions: • The initial course will be 30•minutes rr1engthvand will likely, require Level 2'interactivity (based on the course outline. provided in RFP.Addendum 2). • The initial course will require the development of a graphic'design and template for the course. Future courses that can repurpose the branding, design, and template used in the first course may not require additional design costs. • Video production for any video required will be produced by the city's CPIO — Cable 14 division based on scripts provided by Monarch Media. Alternately, Monarch Media will use existing video clips from the city's archive. • The course will be SCORM 1.2 compliant • Monarch.Media will provide documentation and suppoif'to help Eft ' ecliriical'staff implement the 65ufse on the'T JR LMS. Based on these assumptions, we are please -to provide a price quote for producing the first course for the City, of.g9xt.CollinsJn the,table!belgw: Professional Services Agreement — Work Order Type RFP 7448 eLearning Curriculum Design & Development Page 12 of 14 Instructional Design • Design interactive elements and assessments • Complete final draft of stor boards and scripts $3,550 Graphic Design & Template Programming • Create two different design comps for a course screen template • Based on feedback, complete one round of edits to one design comp • Develop course screen template based on final design comp ' Provide graphicdesign su ort€orscreen production $3,175 Course Production • Produce all course screens based on storyboards and instructions • Program interactive elements and exercises • Incorporate multimedia elements into the course (voiceover, video clips, etc.) • Output course to be SCORM 1.2 compliant $3,500 Project Management and QA • Manage project schedules and budgets • Client meetings and communications • Testing and quality assurance • Managing reviews and final deliverables $3,000 Voiceover Narration • Record professional voiceover narration of script • Incorporate andsync voiceover into the course $750 LMS Implementation Support • Develop LMS implementation documentation • Provide implementation support to city IT staff $825 Total $14,625 Rates To help the City of Fort Collins evaluate prospective costs for developing courses after the initial one, the following Iists the typical percentage costs for each element required to develop a Level 2 Interactive course for government and nonprofit clients: • Instructional Design: 25% • Course Production: 20% • Voiceover Narration: 5% • Project Management: 20% • LMS Implementation: 10% • Graphic Design: 15% Please note that video production costs can vary widely, so courses with video in them may be more expensive than other types of multimedia and interactivity. Professional Services Agreement — Work Order Type RFP 7448 el -earning Curriculum Design & Development Page 13 of 14 EXHIBIT E CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the "City") pursuant to this Agreement (the "Agreement"), the Professional hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as "information") that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Professional has agreed to perform, the Professional hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Professional agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City , or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City) . The Professional shall not disclose any such information to any person not having a legitimate need -to -know for purposes authorized by the City. Further, the Professional shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Professional understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Professional shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Professional ceases to perform services for the City, or the City so requests for any reason, the Professional shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Professional understands and agrees that the City's remedies at law for a breach of the Professional's obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. Professional Services Agreement — Work Order Type RFP 7448 el -earning Curriculum Design & Development Page 14 of 14 �1 n rwT `-� CERTIFICATE OF LIABILITY INSURANCE R045 DATE (MM/DD/YYYY) 07-24-2013 THIS CERTIFICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES 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 policylies) must be endorsed. If SUBROGATIONIS 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 endorsement(s). PRODUCER CONTACT NAME: AUTOMATIC DATA PROCESSING INS AGCY HONE AC, 250717 P: O - F: O - Ext: No): E-MAIL PO BOX 33015 ADDRESS: SAN ANTONIO TX 78265 INSURERS) AFFORDING COVERAGE NAIC# INSURER A: Hartford Accident&Indemnity Co INSURED INSURER B INSURER C MONARCH MEDIA, INC. 406 MISSION ST STE J INSURER D SANTA CRUZ CA 95060 INSURER E: INSURER F rY11/FRAr;FS CFRTIFICATF NIIMRFR• REVISION NUMBER: THIS IS TO CERTIFY 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 MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR I 'ADO[ TYPE OF INSURANCE IINSR SUBR WVD POLICY NUMBER POLICY EFF IMM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES Ea occurrence) $ CLAIMS -MADE OCCUR MED EXP Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GENT AGGREGATE LIMIT AjPP�LIEIS PER: POLICY PRO LOC PRODUCTS - COMP/OP AGO $ $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY )Per person) $ ANY AUTO BODILY INJURY (Per accident) $ ALL OWNED SCHEDULED D F1 AUTOS AUTOS HIRED AUTOS NON OWNED AUTOS PROPERTY DAMAGE (Per accident) $ s UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS CIAB CLAIMSMADE AGGREGATE $ DE I RETENTION s $ A WORKERS COMPENSATION AND EMPLOYERS'LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? /Mandatory m NH) N/A 76 WEG DW7405 Ol/30/2013 01/30/2014 X WC STATU- OTH- TORY LIMITS ER E.L. EACH ACCIDENT s l 000, 000 E.L. DISEASE - EA EMPLOYE s 1 0 0 0, 0 00 DIf ESCRIPTIONO OFdOPERATIONS below er E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERA TONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, it more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED City of Fort Collins, Colorado BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE Attn • David Carey DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTROR/ZED REPRESENTATIVE ` PO BOX 580 FORT COLLINS, CO 80522 7A__r_ ® 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD C➢TT �� V CERTIFICATE OF LIABILITY INSURANCE R045 0F_o7-24-201)3 THIS CERTIFICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES 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 ADDITIONALINSURED, the policy(ies) must be endorsed. If SUBROGATIONIS 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 endorsement(s). PRODUCER UNITED VALLEY INS AGENCY INC/PHS 131591 P:(866)467-8730 F:(877)905-0457 PO BOX 33015 CONTACT NAME: NAME, Ext: (866) 467-8730 (FAX n): (877) 905-0457 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# SAN ANTONIO TX 78265 INSURER A: Hartford Casualty Ins Co INSURED INSURER B INSURER C MONARCH MEDIA, INC. 406 MISSION ST STE J INSURER D SANTA CRUZ CA 95060 INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER: REVISION Nt)MRFR- THIS IS TO CERTIFY 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 MAY HAVE BEEN REDUCED BY PAID CLAIMS. /NSR LTR TYPE OF INSURANCE DD /NSR SDBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYYI LIMITS GENERAL LIABILITY EACH OCCURRENCE a 2,000,000 A COMMERCIAL GENERAL LIABILITY CLAIMS -MADE O OCCUR X General Liab 51 SBA FT6047 01/08/2013 01/08/2014 PR MIISEST(EaRENTED occurreence) S 300,000 MED EXP IAny one person) a 10,000 PERSONAL &ADV INJURY a 2,000,000 GENERAL AGGREGATE s 4 GEN'L AGGREGATE POLICY LIMIT APPLIES PER: JEOTFXJ LOC PRODUCTS - COMP/OP AGG s 4 000,000 s AUTOMOBILE LIABILITY _ COMBINED SINGLE LIMIT (Ea accident) s 2,000,4000 BODILY INJURY (Per person) $ ANYAUTO BODILY INJURY (Per accident) $ A ALL OWNED SCHEDULED AUTOS AUTOS X HIRED AUTOS NNON-OWNED AUTOS 51 SBA FT6047 01/08/2013 01/08/2014 PROPERTY DAMAGE (Per accident) $ a UMBRELLA L/AB OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS -MADE ❑ AGGREGATE $ DE RETENT I I I s WORKERS COMPENSA T/ON AND EMPLOYERS' L/ABILITY V I N WC STATU- OTH- TICLIMITS ER ANY PROPRIETOR/PARTNERIEXECUTIVE❑ OFFICER/MEMBER EXCLUDED? NIA ❑ E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ (Mandatory in NHI It yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERA TONS / LOCATIONS / VEHICLES (Attach ACORD 101. Additions/ Remarks Schedule, it more space is required) Those usual to the Insured's Operations. Certificate Holder is an Additional Insured per the Business Liability Coverage Form SS0008 attached to this policy. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED City of Fort Collins, Colorado BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE Attn • David Carey DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ` PO BOX 580 FORT COLLINS, CO 80522 ® 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD r n the Colorado State Planning and Budget Office will be used as a guide. Written notice of renewal shall be provided to the Professional and mailed no later than ninety (90) days prior to contract end. 5. Early Termination by City/Notice. 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 address: Professional: City: With Copy to: Monarch Media, Inc. City of Fort Collins City of Fort Collins Attn: Chris Bush Attn: Doreen Kemp Attn: Purchasing 406 Mission Street, Suite J PO Box 580 PO Box 580 Santa Cruz, CA 95060 Fort Collins, CO 80522 Fort Collins, CO 80522 In the event of any such early termination by the City, the Professional shall be paid for services rendered prior to the date of termination subject only to the satisfactory performance of the Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. 6. Design Project Insurance 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 attorney's fees arising directly or indirectly out of the Professional's negligent performance of any of the services furnished under this Agreement. The Professional Professional Services Agreement — Work Order Type RFP 7448 el -earning Curriculum Design & Development Page 2 of 14 B shall maintain commercial general liability insurance in the amount of $500,000 combined single limits in accordance with Exhibit "C", 7. Compensation. In consideration of services to be performed pursuant to this Agreement, the City agrees to pay Professional on a time and reimbursable direct cost basis designated in Exhibit "D"-Course Cost Guidelines, consisting of two (2) pages, attached hereto and incorporated herein by this reference. Prior to the start of a new project Professional shall provide a firm quote for each Work Order including cost -breakdown by deliverable with estimated hours and applicable hourly rates by disciple performing each work task. Each Work Order will contain a maximum fee, which shall be negotiated by the parties. 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 to the Work Order and upon approval of the Professional's direct reimbursable expenses. 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. 8. 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. 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 Professional Services Agreement — Work Order Type RFP 7448 eLearning Curriculum Design & Development Page 3 of 14 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. 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 of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non -defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non -defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. 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 Professional Services Agreement — Work Order Type RFP 7448 eLearning Curriculum Design & Development Page 4 of 14 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 "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: Professional Services Agreement — Work Order Type RFP 7448 eLearning Curriculum Design & Development Page 5 of 14 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 Departmentof 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. 17. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "E" - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. Professional Services Agreement — Work Order Type RFP 7448 el -earning Curriculum Design & Development Page 6 of 14 THE CITY OF FQRI COLd' COLORADO By. " 1 k/ Gerry S. Paul Director of Purchasing & Risk Management Date: , MONARCH MEDIA, INC. Q By: " �( Print Name: Chris Bush Title: President and CEO CORPORATE PRESIDENT OR VICE PRESIDENT Date Professional Services Agreement — Work Order Type RFP 7448 el -earning Curriculum Design & Development Page 7 of 14 EXHIBIT A SCOPE OF SERVICES Background Information: The City of Fort Collins (City) is a community of approximately 145,000 highly educated and engaged residents located approximately sixty (60) miles north of Denver. The City utilizes a Council -Manager form of government and is governed by an elected seven (7) member Council, including an elected mayor. It is a full -service organization. The Professional shall assist the City's Human Resources Department Learning & Organizational Development Manager, with custom Web -Based training design and development services to support the learning and development functions of the organization. E-Learning Curriculum Design Scope of Work: The Professional shall provide the Learning & Organizational Development Manager with customized, self -directed courses or curriculum that can be deployed through the enterprise -wide Learning Management System (LMS) for all employees to access. The Professional should be grounded in adult learning theory and an appropriate blend of behavioral and cognitive methods of instruction. The Professional's model needs to focus on learning through effective processing, retention, and application of new knowledge and skills. The premise is that adult learners become ready to learn when they experience life situations that require new knowledge or a need for an ability to., perform more effectively and satisfyingly. Thus the course or curriculum should provide a learning experience with a task -centered or, problem -centered or life -centered orientation to learning. City employees expect a learning environment that is interactive, where they can learn through participation and experimentation while having fun. The Professional should be able to articulate the core learning model that appropriately addresses the essential elements of a subject matter or topic that requires training. Examples of topics are: • City Council Agenda Item Summary • Personnel Policies i.e., Family & Medical Leave Act, Fair Labor Standards Act, Sexual Harassment, Americans with Disabilities Act, Reasonable Suspicion and Discipline & Grievances. • Customer Service • New Hire Orientation Additionally, the Professional may have opportunity to design self -directed, short courses for the public to access from the internet — www.fcgov.com. Examples of topics that citizens may be interested in learning more, especially, in terms of understanding how the process works are: Professional Services Agreement — Work Order Type RFP 7448 el -earning Curriculum Design & Development Page 8 of 14 • City Council's Boards & Commission training • Solicitation Ordinance • Signs in the "Right -of -Way" The Professional should possess extensive experience in designing and developing performance improvement solutions and Web -based learning for a variety of audiences and industries given the City is comprised of numerous businesses such as enforcement to water quality. The Professional should demonstrate how they can provide strategic thinking and tactical execution for training while being fast, flexible and responsive to the organization's training needs. Additional relevant experience would include: • Direct experience developing online courseware and integrating that courseware with a wide variety of Learning. Management Systems (LMS). • Designed and developed custom training programs on time and on budget. • Developed learning programs targeted for government. • Developed.courses that address both interpersonal and performance Qob) skills. • Equipped and able to work with a variety of developmental tools (e.g., Dreamweaver, Front Page, Flash, Director, Authorware, JavaScript, Articulate Presenter, and QuizMaker, Adobe Presenter, Captivate, ToolBook, Icon Author, RoboHelp, Photoshop, Illustrator and Premier). With the Professional's project leadership and management, performance consulting, and instructional design resources, and the City's subject matter expertise and operational objectives, the goal of providing real-time, customized training for employees to be more productive can be achieved. Miscellaneous: The services to be performed pursuant to this Agreement shall be initiated as specified by each written Work Order. Professional Services Agreement - Work Order Type RFP 7448 eLearning Curriculum Design & Development Page 9 of 14