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HomeMy WebLinkAbout436804 A-TRAIN MARKETING COMMUNICATIONS INC - CONTRACT - RFP - 7572 FORTZED MARKETING AND COMMUNITY ENGAGEMENT SEDocuSign Envelope ID: B89AOA9E-7425-4205-89A4-90091F6CFEBO __1 PROFESSIONAL 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 A -Train Marketing Communications 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 any project Work Orders for 7572 FortZED Marketing and Community Engagement Services, issued by the City. A blank sample of a work order is attached hereto as Exhibit "A", consisting of one (1) page and is incorporated herein by this reference. In addition, a Scope of Work attached hereto as Exhibit "C", consisting of two (2) pages and incorporated herein by this reference, is included which provides examples of the services the Professional may be asked to perform. 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. Irrespective of references in Exhibit A to certain named third parties, Professional shall be solely responsible for performance of all duties hereunder. 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. Professional Services Agreement — Work Order Type 7572 FortZed Marketing & Community Engagement Services Page 1 of 15 DocuSign Envelope ID: B89AOA9E-7425-4205-89A4-90091F6CFEBO EXHIBIT B RATE SCHEDULE. All rates are estimates based on Professional's non-profit hourly rate of $80 per hour. Estimated Hours: Reduced Budget Est. hours Notes Phase 1 Research $2,500 31.25 1 Strategy/planning $5,000 62.5 2 Messaging $2,000 25 2 Phase 2 Materials & toolkit $12,000 150 3 Website $8,000 100 4 Video $6,000 75 5 Phase 3 Social Media $12,000 150 2 Public Relations $3,000 37.5 6 Events $9,000 -- 7 Contingency $2,500 31.25 8 TOTAL: $62,000 662.5 Budget Notes: 1. Professional believes primary research (surveys, focus groups, depth interviews, etc.) will yield much greater insights than secondary research. However, in order to meet the reduced budget, we may need to rely mostly on secondary research, perhaps with some depth interviews with key stakeholders. 2. Professional believes strategy/planning, messaging, and social media are such vital elements to the proposal that the full services, as described, should be utilized regardless of the final budget. 3. Professional will need to work more with the City to finalize the list of materials and deliverables needed to implement your strategies. These are placeholder budgets that Professional feels comfortable with, knowing what we know, for a "reduced" approach. Note that these costs do not currently include allocations for printing costs. 4. The difference in website pricing will come down to the functionality desired - the "ideal" budget includes a budget for added functionality elements to the website; the "reduced" includes a response site design and basic plug -ins, but little additional functionality. 5. At both price points, Professional believes that they can fulfill the envisioned 60-second "about" video, and the seed "Faces of FortZED" videos for the online user -generated campaign. The "ideal" budget will allow Professional to greatly enhance the production value and animation graphics of the videos. 6. The difference in PR efforts here is primarily around how much activity Professional can take on during the year. It is possible that City staff can take on a great portion of the PR efforts, making the lower level budget sufficient for Professional's role. Professional Services Agreement — Work Order Type 7572 FortZed Marketing & Community Engagement Services Page 10 of 15 DocuSign Envelope ID: B89AOA9E-7425-4205-89A4-90091F6CFEB0 7. Event size and scope, production value, and number of events will determine the final budget for outreach events. Note that these budgets are initial estimates intended to.include both event planning time and support from Professional's team, and production costs for the events; therefore, no specific hourly estimate is provided for this line item. 8. At this point in the scoping and budgeting process, Professional believes a contingency is always helpful to account for items they are not yet aware of. As we move forward, Professional and the City will zero in on an actual final budget without contingencies. Professional Services Agreement — Work Order Type 7572 FortZed Marketing & Community Engagement Services Page 11 of 15 DocuSign Envelope ID: B89AOA9E-7425-4205-89A4-90091F6CFEBO EXHIBIT C SCOPE OF WORK The City of Fort Collins is seeking services to assist in developing sophisticated professional marketing and community engagement strategies for the FortZED Project. This scope of work is intended to provide examples of the services the Professional may be asked to perform, but is not an all-inclusive list. Quality customer service to the City is a key element of all work to be performed. A. Marketing Strategies and Support. The FortZED vision and mission can be challenging to convey in an understandable and compelling way to those outside of the energy sector and technical fields. The Professional will assist in simplifying and honing messaging that can be conveyed by our employees, supporters and advocates, with the goal of achieving greater understanding, support and broader engagement. B. Community Engagement Strategies. FortZED needs to further develop its relationship with its local community, which will build upon the energy conservation and efficiency goals of the City of Fort Collins. Because FortZED has a defined district, it offers the opportunity to test new technologies and engagement strategies to enhance efficiency and effectiveness before city-wide rollouts. The FortZED partnership is open to innovative approaches, such as community -based social marketing, which are outside of the City's traditional marketing and community engagement strategies. The expectation is that these strategies will build upon and ensure broader support, adoption and success of the FortZED projects, City of Fort Collins programs and affiliated City Policies such as the Energy Policy and Climate Action Plan. C. Communications Toolkit This solicitation seeks to develop a communications toolkit which provides a range of marketing strategies tailored to a range of defined audiences. These audiences will include the general public, residents and businesses within FortZED, technical energy service/equipment providers and interested international parties. i. Multi -Channel Marketing. The Professional will provide marketing strategies and integration guidance to help FortZED capitalize on multi -channel solutions. Strategies may include but are not limited to: • Social Media Plan • Public education and outreach campaign strategies • Website • Public events ii. Website Update and Content Recommendations. The FortZED.com website has been visited by individuals in 60-plus countries. It currently has stale content and was originally developed to focus on the Renewable and Distributed Systems Integration (RDSI) project. It needs a fresh look and content to convey a new messaging approach, provide information and project updates and tell the FortZED "story." D. Research. Research is crucial to all marketing efforts and critical to decision making. The Professional will be expected to identify and analyze the existing demographics and market segments relevant to FortZED success, and all relevant marketing and Professional Services Agreement — Work Order Type 7572 FortZed Marketing & Community Engagement Services Page 12 of 15 DocuSign Envelope ID: B89AOA9E-7425-4205-89A4-90091F6CFEBO community engagement research, and recommend the best practices most appropriate to help achieve the FortZED objectives. E. Additional Information. The contract for this work will be one year upon selection and contractual agreement, with the possibility of additional one year annual renewal periods not to exceed four (4) additional one year periods. The budget for Year 1 shall not exceed $62,000 and all work orders are subject to final approval for funding. Professional may team up with other firms to act as their subcontractors to bring additional expertise to a specific project. Work will be performed by the Professional in response to specific Work Orders issued by the City of Fort Collins. The scope and budget for each Work Order will be individually negotiated and incorporated as exhibits to the PSA. The Work is subject to the City's general review and approval, along with input from the FortZED Steering Committee. The Professional shall confer with the City periodically during the progress of the Work, and shall prepare and present such information and materials as may be pertinent, necessary, or requested by the City to determine the progress of the Professional's Work. Professional Services Agreement — Work Order Type 7572 FortZed Marketing & Community Engagement Services Page 13 of 15 DocuSign Envelope ID: B89AOA9E-7425-4205-89A4-90091F6CFEB0 EXHIBIT D 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. ril Professional Services Agreement - Work Order Type 7572 FortZed Marketing & Community Engagement Services Page 14 of 15 DocuSign Envelope ID: B89AOA9E-7425-4205-89A4-90091F6CFEBO 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. No new attachment needed Professional Services Agreement — Work Order Type 7572 FortZed Marketing & Community Engagement Services Page 15 of 15 DocuSign Envelope ID: B89AOA9E-7425-4205-89A4-90091F6CFEBO • a..t marketing communications Inc. 215 W. Oak, Suite 800A -- Fort Collins, CO 80521 910A19-3218 — www.atrainmarketing.com FACSIMILE TRANSMITTAL SHEET TO: FROM: Mr. Gerry S. Paul, Director of Purchasing and Risk Management Matt Sattler, Director of Operations COMPANY: DATE: City of Fort Collins Purchasing Division 12117/ 13 FAX NUMBER: -FAX NUMBER: 970-221-6707 970-482-3442 PHONE NUMBER: PHONE NUMBER: 970-221-6775 970-419-3218 RE: TOTAL NO. OF PAGES INCLUDING COVER: Insurance Requirements: 7572 FortZed Marketing & Community Engagement Services 5 ❑ URGENT FOR REVIEW ❑ PLEASE COMMENT ❑ PLEASE REPLY ❑ PLEASE RECYCLE NOTES/COMMENTS: Dear Mr. Paul, Please find attached the certificates of insurance requested as Exhibit D of the professional services agreement for 7572 FortZED Marketing & Community Engagement Services. If you have any questions or additional needs concerning this documentation, please don't hesitate to contact me. Thank you, MatPSatder Director of Operations A -Train Marketing Communications, Inc. 21 S W. Oak, 8e6 Floor, Suite A ♦ Fort Collins, CO 80521 This fax (and/or the documents accompanying d) is intended only for the use of the addressee and may contain confidential or privileged information. If you are not the intended recipient, you are hereby notified that any disclosure, copying, distribution or the taking of any action in reliance on the contents of this information is striaty prohibited. If you have received this transmission in error, immediately notify A -Train Marketing Communications and erase all copies of the message and its attachments. DocuSign Envelope ID: B89AOA9E-7425-4205-89A4-90091F6CFEBO "�`"" CERTIFICATE OF LIABILITY INSURANCE DATE(12//3/2013MM12013YY) PRODUCER Pinnacol Assurance THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY 7501 E Lowry Blvd AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS Denver, CO 80230-7006 CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS INSURED INSURERA: A -Train Marketing Communications Inc 215 W Oak Ste 800-A INSURERS: Fort Collins, CO 80521 INSURER C. NAIC# 41190 COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDNG ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMMENT 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 ADOL POLICY EFFECTIVE POLICY EXPIRATION LTR WSRD TYPE OF INSURANCE POLICYNUMSER DATQMMIODIYYYY) DATE(MMNDO'YYY) LIMITS GENERAL LIABILITY FACH OCCURRENCE DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY CLAIMS MADE OCCUR PREMISES MEDEXPM om non PERSONAL d ADV IIIIURY GEN . AGGREGATE LIMIT APPUERS PER: GENERAL AGGREGATE PRODUCTS - COMP/OP AGG POLICY PROJECTI LOC AUTOMOBILE LNBILNY COMBINED SINGLE LIMIT ANY AUTO (Ea Accidmi BODILYINJURY ALL OWNED AUTOS SCHEDULEDAUTOS - (Par Pam BODILY INIURY HIRED AUTOS NON-OWNEDAUTOS Par accMoM PROPERTY DAMAGE _ (Perax wl) GARAGE LABILITY AUTOONLY-EAACCIDENT OTHER THAN EA ACC ANYAUTO AUTO ONLY: EXCESSLIMBRELLA LABILITY OCCUR O CAMS MADE EACH OCCURRENCE AGGREGATE DEDUCTIBLE - RETENTION $ WORKERS COMPENSWRON AND WC STATU Lj OTHER A EMPLOYER'S "Aam"Y TORY LIMITS ANY PROPRIETORNARTNEReXECUTNE 4069275 03/01/2013 03/01/2014 DIFFICERAIEMBER EXCLUDED? E.L EACH ACCIDENT 3100.000 If yes, Mee douMaundar SPECIAL PROVISIONS Dabw E.L DISEASE - EA EMPLOYEE S100.000 E L DISEASE LIMB U00 OTHER ._. . DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS The insured 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 CERTIFICATE HOLDER CANCELLATION 1495739 A -Train Marketing Communications, Inc. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO 215 West Oak Street MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE Suite 800-A LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR Fort Collins, CO 80521 LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Allison Piehl ACORD 25(2001108) Underwriter ACORD CORPORATION 1988 DocuSign Envelope ID: B89AOA9E-7425-4205-89A4-90091F6CFEB0 CERTIFICATE HOLDER COPY A -Train Marketing Communications, Inc. 215 West Oak Street Suite 800-A Fort Collins, CO 80521 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement..A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. DocuSign Envelope ID: B89AOA9E-7425-4205-89A4-90091F6CFEBO Av " CERTIFICATE OF LIABILITY INSURANCE °�'2/16°°13 12/16l2013 THIS CERTIFICATE IS 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 policy(ies) 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 certificate does not confer rights to the certificate holder in Ileu of such endorsement(s). PRODUCER JOHN CAESAR(13305) 4025 AUTOMATION WAY D-2 CONTAG PHONEEJOHN CAESAR_______ FAX JB(C,Bo.EXU; 970-282-7200 AIC, J: 970-282-7204 E-MAIL OGRESS: OGRE SS: JOHN.CAESARCDCOUNTRYFINANCIAL.COM _ INSURER(S)AFFORDING COVERAGE HAIC0 FORT COLLINS. CO 80525-0000 INSURERA: COUNTRY Mutual Insurance Company 20990 -- INSURED 0791188 — — - INSURER B:_—____ INSURER C : "'-- "--"— ---"-- — A -TRAIN MARKETING / COMMUNICATIONS 215 W OAK ST STE 8A FORT COLLINS, CO 80521 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 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 TYPE AUM BR —_--"PoUCYNUMSER POLICDY EFF EXP Pip _ -UMr3 -- A GENERAL LIABILITY COMMERCIAL GENERAL UASIUTY CLAIMS -MADE ❑✓ OCCUR AM6785561 /6/2014 1/6/2015 EACH OCCURRENCE $ 1 000 000 DAMAGE TO RENTED PREMISES ewmonce =50.000_ MED EXP (Anyone Person) S 5,000 _ PERSONAL S ADV INJURY S1,000,OD0_ BUSNESSOYMERS --- GENERAL AGGREGATE S 2 000 GENLAGGREGATE UMITAPPUES PER: PRODUCTS-COMP/OP AGG $2ODO ODO $ — JECT POLJCY PRO- LOC AUTOMOBILE LWBILRY AM6785561 /6/2014 1/6/2015 COMBINED SINGLE LIMIT _& edi ••J— ---- BODILY INJURY (Per person) $ A ANY AUTO ALL OWMED SCHEDULED AUTOS AUTOS BODILY INJURY (Per Accident) S PROPERTY DAMAGE APeraodderd S NONOWNED s/ HIREDAUTOS AUTOS Covered on Businessowners $ UMBRELLA a LIAR OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLALMS-MADE _ DED I I RE11EIf110N5 _— S WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNER/EXECUTIVE I WC STATU- I IOTI+ ITO 11M1 _F3 E.L EACHACCIDENT $ M OFFICEREMBER EXCLUDED? NIA E.L. DISEASE - EA EMPLOYE E (Manddery In NH) I/ es. describe under DESCRIPTION OF OPERATIONS be' a ______ E.L. DISEASE - POUCY UMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I vmcLEs (Abach ACORD 101, Addilf ul Remarks Schedule, if $Pace is required) REMARKS: "THE INSURED 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". (CONTINUED) - CITY OF FORT COLLINS 281 N. COLLEGE AVE. FORT COLLINS. CO 80524 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 ©11988-2010 ACORD CORPORATION. All rights reserved. ACORD 26 (2010/06) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: B89AOA9E-7425-4205-89A4-90091F6CFEBO 4. 5 91 Contract Period. This Agreement shall commence December 16, 2013, and shall continue in full force and effect until December 15, 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 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. 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: A -Train Marketing Communications Inc. Attn; Gretchen Gaede, Agency Principal 215 W. Oak St. 800-A Fort Collins, CO 80521 G retchen(cDatrain marketing. corn City: City of Fort Collins Attn: Katy Bigner, Environmental Planner PO Box 580 Fort Collins, CO 80522 Copy to: City of Fort Collins Attn: Purchasing Dept. PO Box 580 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. Design Project Insurance and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the Professional Services Agreement — Work Order Type 7572 FortZed Marketing & Community Engagement Services Page 2 of 15 DocuSign Envelope ID: B89AOA9E-7425-4205-89A4-90091F6CFEBO OMOOV 40 SHJew peJe3SlBDJ eye 0601 pue aweu (31100V a41 •panlasei SWOU IIV 'NOI1tlMOdHOO OMOOV 86OZ O (LO/800Z) m OMOOV ALIIISVII IVM3N39 3H1 d011WII 31V03UDDV IVH3N30 ONV 11WII 3ON3MHf1000 HOV3 3H1 NI 030f710N1 3LIV 11WII S01nV 03NMO-NON ONV llWll SO1f1V 03HIH :NOILVWMOdNI A01l0d 30NVLinsNi AlIIIBVII d03Ltl01dl1H30 •3I1LLWIIOZI SZ OM03V :N3SWf1N WMOd 'W210d OMOOV Ol 31f103HOS V SI WMOd SNMVW3M IVNOLLI00V SIHl SVMVW321'IVNOW00V WzI9121:3LVO3AU33"3 066OZ 3OooOWN iluedwo0aouelnsulIen1nWAM1Nf100 umnm 19558Lm3s a3ewnuAOrtoa 19908 00'SNIIIOOlM03 VB 31S 1S NVO M 92 SNOUVOINf1WW00/ ONI13AHM NIVUI-V aunsm O3wvm A�N39V 10 1 GBed 3-inG3HOS SNUVW3H IVNowaaH ®per b- V OOi :OI M3WO1Sil0 AON30V DocuSign Envelope ID: B89AOA9E-7425-4205-89A4-90091 F6CFE130 AIL 10670811 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE PART COMMERCIAL AUTO COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART COMMERCIAL LIABILITY UMBRELLA COVERAGE PART WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY With respect to coverage provided by this endorsement, the provisions of the Coverage Part (Policy) apply unless modified by the endorsement. Cancellation The following is added under the Cancellation Condi- tion applicable to the Coverage Parts (Policy) listed above: If we cancel this policy for any reason other than non payment of premium, we will mail written notice of cancellation to the certificate holder(s) on file with the Company. Notice will be provided prior to the effec- tive date of cancellation. We will give the number of days notice as provided for in the Cancellation Condi- tion of this policy. The notice will state the effective date of cancellation. The policy period will end on that date. If you cancel this policy, or if we cancel for non pay- ment of premium, we will mail written notice of such cancellation to the certificate holder(s) on file with the Company. The notice will state the date the policy was cancelled. The notice will be mailed by first-class mail to the last known mailing address of the certificate holder(s) on file with the Company. Any notice of cancellation provided by this endorse- ment applies only to the certificate holder(s) with a certificate of insurance applicable to this policy's period. Our failure to send notice of cancellation to the certifi- cate holder(s) will not amend, extend or alter the terms and conditions of this policy, including the can- cellation of this policy. If there is a conflict between any other policy cancella- tion provisions pertaining to the certificate holder(s) and this endorsement, the other policy provisions shall control. Nothing contained here varies, alters, or extends any provisions of the policy except as provided in this endorsement. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Includes copyrighted material of American Association of Insurance Services, Inc., with its permission. Contains copyrighted material of the National Council on Compensation Insurance, with its permission. AIL 10 67 0811 Page 1 of 1 DocuSign Envelope ID: B89AOA9E-7425-4205-89A4-90091F6CFEBO 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 shall maintain commercial general liability insurance in the amount of $500,000 combined single limits and errors and omissions insurance in the amount of $1,000,000, in accordance with Exhibit "D", consisting of one (1) page, attached hereto and incorporated herein. 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 "B", consisting of two (2) pages, attached hereto and incorporated herein by this reference. At the election of the City, each Work Order may contain a maximum fee, which shall be negotiated by the parties hereto for each such Work Order. 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 Professional Services Agreement — Work Order Type 7572 FortZed Marketing & Community Engagement Services Page 3 of 15 DocuSign Envelope ID: B89AOA9E-7425-4205-89A4-90091F6CFEBO 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. Monthly Report. Commencing thirty (30) days after Notice to Proceed is given on any Work Order and every thirty days thereafter, Professional is required to provide the City Representative with a written report of the status of the work with respect to the Work Order, 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. 10. 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. 11. Subcontractors. Professional may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Professional. Professional Services Agreement - Work Order Type 7572 FortZed Marketing & Community Engagement Services Page 4 of 15 DocuSign Envelope ID: B89AOA9E-7425-4205-89A4-90091F6CFEB0 12. Personal Services. It is understood that the City enters into this Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under this Agreement without the prior written consent of the City. 13. 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. 14. 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. 15. 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. 16. 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, Professional Services Agreement — Work Order Type 7572 FortZed Marketing & Community Engagement Services Page 5 of 15 DocuSign Envelope ID: B89AOA9E-7425-4205-89A4-90091F6CFEB0 heirs, personal representatives, successors and assigns of said parties. 17. 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. 18. 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 Professional Services Agreement — Work Order Type 7572 FortZed Marketing & Community Engagement Services Page 6 of 15 DocuSign Envelope ID: B89AOA9E-7425-4205-89A4-90091F6CFEBO 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. 19. Special Provisions. Special provisions or conditions relating to the services to be Professional Services Agreement — Work Order Type 7572 FortZed Marketing & Community Engagement Services Page 7 of 15 DocuSign Envelope ID: B89AOA9E-7425-4205-89A4-90091F6CFEBO 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. THE CITY OF FORT COLLINS, COLORADO DocuSigned by: By. nonnnnsernrantn Gerry Paul Director of Purchasing & Risk Management Date: 12/19/2013 A -TRAIN MARKETING COMMUNICATIONS INC. DocuSigned by: F aat k, By 66 Gretchen F Gaede Printed: Title: p CORPORATE PRESIDENT OR VICE PRESIDENT Date: 12/19/2013 Professional Services Agreement — Work Order Type 7572 FortZed Marketing & Community Engagement Services Page 8 of 15 DocuSign Envelope ID: B89AOA9E-7425-4205-89A4-90091F6CFEBO EXHIBIT A 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 _ (J pages are hereby accepted and incorporated herein, by this reference, and Notice to Proceed_ is hereby given. Professional Date: City of Fort Collins Project Manager Date: By: Gerry Paul Director of Purchasing and Risk Management (over $60,000.00) Date: Professional Services Agreement — Work Order Type 7572 FortZed Marketing & Community Engagement Services Page 9 of 15