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HomeMy WebLinkAbout445412 BEET STREET - CONTRACT - AGREEMENT MISC - BEET STREETDocuSign Envelope ID: F72FA9FF-68AE-42F5-90CB-2A52DCBA2D56 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and BEET STREET, hereinafter referred to as 'Professional'. WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of two (2) pages, and incorporated herein by this reference. 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. [Optional] The services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule attached hereto as Exhibit "B", consisting of one (1) page, and incorporated herein by this reference. 3. Contract Period. The services to be performed pursuant to this Agreement shall be initiated within five (5) days following execution of this Agreement. Services shall be completed no later than December 31, 2014. Time is of the essence. Any extensions of the time limit set forth above must be agreed upon in writing by the parties hereto. 4. Early Termination by City. Notwithstanding the.time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid Professional Services Agreement Beet Street 2014 Page 1 of 13 DocuSign Envelope ID: F72FA9FF-68AE-42F5-90CB-2A52DCBA2D56 4 Deliverables 4.1 Quarterly Updates: AIR will provide quarterly updates of the status of the work with respect to the Scope of Services, Work Schedule, and other material information. These updates may take the form of a short written memo, electronic mail, or presentation to relevant City staff. 4.2 Annual Report: AIR will provide an annual report of activity and performance metrics to the City. This report will be used by the Economic Health Office as part of its annual report to City Council. Professional Services Agreement Beet Street 2014 Page 10 of 13 DocuSign Envelope ID: F72FA9FF-68AE-42F5-90CB-2A52DCBA2D56 EXHIBIT B WORK SCHEDULE a ACTIVITY, "SCHEDULE Tasks Q1 Q2 Q3 Q4 1. Manage Industry Cluster Monthly Meetings X X X X Periodic Events X X X X Retention, Expansion, & Attraction X X X X 2. Innovative Solutions Projects/Initiatives X X X X 3. Educational Opportunities Educational Opportunities X X X X 4. Deliverables Quarterly Updates X X X X Annual Report X Professional Services Agreement Beet Street 2014 Page 11 of 13 DocuSign Envelope ID: F72FA9FF-68AE-42F5-90CB-2A52DCBA2D56 EXHIBIT C INSURANCE REQUIREMENTS The Service Provider 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 Service Provider 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 Service Provider, 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 Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider'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 Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: 1. 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 Service Provider 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 Service Provider 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 Beet Street 2014 Page 12 of 13 DocuSign Envelope ID: F72FA9FF-68AE42F5-90CB-2A52DCBA2D56 EXHIBIT D 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 Beet Street 2014 Page 13 of 13 DocuSign Envelope ID: F72FA9FF-68AE-42F5-90CB-2A52DCBA2D56 BEETSTR-01 GROW CERTIFICATE OF LIABILITY INSURANCE DATE T/16/2D/YYVY) 1 /1612014 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 lieu of such endorsement(s). PRODUCER CONTACT NAME: Colorado Nonprofit Insurance Agency 789 Sherman Street, Suite 260 Denver, CO 80203 PHONE FA% A/c No E[t : (303) 894-0298 A/C No ; (303) 894-0161 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC ft INSURER A: Alliance of Nonprofits for Ins INSURED INSURER B: Plnnacol Assurance Beet Street 200 W. Mountain Ave INSURER C : Suite A INSURER D: INSURER E Fort Collins, CO 80521 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. I NSR TR TYPE OF INSURANCE IN POLICY NUMBER MMIDDY EFF POLICY EXP MM/DDIYYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 A X COMMERCIAL GENERAL LIABILITY X 2013-30092 06/17/2013 06117/2014 PREMISES Ea occurrence S 100,00 CLAIMS -MADE I -XI OCCUR MED EXP (Any one person) S 20,00 PERSONAL B ADV INJURY $ 1,000,00 GENERAL AGGREGATE $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGO $ 2,000,00 $ 1-1 POLICY PRO LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ A ANY AUTO X 2013-30092 06/17/2013 06/1712014 ALLOWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE PER ACCIDENT $ X HIRED AUTOS X NON -OWNED AUTOS UMBRELLA LIAR OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR CLAIMS -MADE DED I RETENTIONS S B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNER/EXECUTIVE Y❑ 4152423 01101 /2014 01 /0112015 X WC STATU- OTH- TOR Y LIMIT ER E.L. EACH ACCIDENT $ 100,00 OFFICERIMEMBER EXCLUDED? (Mandatory In NH) NIA E.L. DISEASE - EA EMPLOYEE $ 100,000 E.L. DISEASE - POLICY LIMIT S 500,000 If yes, describe under DESCRIPTION OF OPERATIONS below A Volunteer Accident X 2013-30092-ACC 06/17/2013 06117/2014 Aggregate Limit 750,00 A Commercial Property X CWB0010283-02 06117/2013 06117/2014 BPP 50,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) The City of Fort Collins is listed as an additional insured in respect to the general liability. City of Fort Collins 215 N Mason St Fort Collins, CO 80521 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 U 1988-2010 AGORD GORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: F72FA9FF-68AE-42F5-90CB-2A52DCBA2D56 and sent to the following addresses: Professional: Beet Street Attn: Beth Flowers 200 Mathews Street Fort Collins, CO 80524 City: City of Fort Collins Attn: Josh Birks 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. 5. Design, Project Indemnity and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to designs, plans, reports, specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional shall indemnify, save and hold harmless the City, its officers and employees in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City; and for the City's costs and reasonable attorneys fees, arising directly or indirectly out of the Professional's negligent performance of any of the services furnished under this Agreement. The Professional shall maintain commercial general liability insurance in the amount of $500,000 combined single limits and errors and omissions insurance in the amount of $1,000,000, in accordance with Exhibit C consisting of one (1) page, attached hereto and incorporated herein. 6. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay Professional a fixed fee in the amount of Sixty Thousand Dollars ($60,000). 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 Professional Services Agreement Beet Street 2014 Page 2 of 13 DocuSign Envelope ID: F72FA9FF-68AE-42F5-90CB-2A52DCBA2D56 performed pursuant hereto and upon the City's approval of the Professional's actual 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. 7. City Representative. The City will designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City Representative. 8. Project Drawings. [Optional] Upon conclusion of the project and before final payment, the Professional shall provide the City with reproducible drawings of the project containing accurate information on the project as constructed. Drawings shall be of archival, prepared on stable Mylar base material using a non -fading process to provide for long storage and high quality reproduction. "CD" disc of the as -built drawings shall also be submitted to the City in an AutoCAD version no older then the established city standard. 9. Monthly Report. Commencing thirty (30) days after the date of execution of this Agreement and every thirty (30) days thereafter, Professional is required to provide the City Representative with a written report of the status of the work with respect to the Scope of Services, Work Schedule, and other material information. Failure to provide any required monthly report may, at the option of the City, suspend the processing of any partial payment request. 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. Professional Services Agreement Beet Street 2014 Page 3 of 13 DocuSign Envelope ID: F72FA9FF-68AE42F5-90CB-2A52DCBA2D56 11. 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. 12. Subcontractors. Service Provider 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 Service Provider. 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 Professional Services Agreement Beet Street 2014 Page 4 of 13 DocuSign Envelope ID: F72FA9FF-68AE42F5-90CB-2A52DCBA2D56 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, 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 Professional Services Agreement Beet Street 2014 Page 5 of 13 DocuSign Envelope ID: F72FA9FF-68AE-42F5-90CB-2A52DCBA2D56 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: 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 Professional Services Agreement Beet Street 2014 Page 6 of 13 DocuSign Envelope ID: F72FA9FF-68AE-42F5-90CB-2A52DCBA2D56 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 performed pursuant to this Agreement are set forth in Exhibit "M - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. Professional Services Agreement Beet Street 2014 Page 7 of 13 DocuSign Envelope ID: F72FA9FF-68AE42F5-90CB-2A52DCBA2D56 THE CITY OF FORT COLLINS, COLORADO DocuSigned by: By: Gerry Pau Director of Purchasing & Risk Management DATE: 1/17/2014 BEET STREET DocuSignneed by: Y (hWu,� By E OABA797499n44DF Executive Director Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: 1/17/2014 Professional Services Agreement Beet Street 2014 Page 8 of 13 DocuSign Envelope ID: F72FA9FF-68AE-42F5-90CB-2A52DCBA2D56 EXHIBIT A SCOPE OF SERVICES The primary intent of this agreement between Beet Street/Arts Incubator of the Rockies (AIR) and the City of Fort Collins (City) is to facilitate the management and development of a new targeted industry cluster within the community. This management includes the maintenance and development of peer networks, retention, expansion, and attraction of industry companies, and to provide professional development training for the cluster and the innovation ecosystem. The following scope of work is intended to deliver on this purpose. 1 Managing an Industry Cluster AIR will manage the development of a new creative innovation cluster. This management will include the following tasks. 1.1 Creation of Cluster Leadership: AIR will work with the City to create a new committee that will devise a strategy for supporting a new creative innovation cluster. 1.2 Monthly Meetings: AIR will host monthly meetings of the cluster leadership team and members providing an opportunity for peers within the creative innovation cluster to interact. 1.3 Periodic Events: In addition, CWIC will work with industry partners to host periodic events intended to address topics related to the Creative Innovation cluster. These events may include a range of activities intended to aid in facilitation the rest of this Scope of Work. 1.4 Aid in Retention, Expansion, and Attraction of Industry Companies: AIR will aid the City by encouraging the development or retention of companies in the creative innovation cluster and attracting new industry. This will include the delivery of at least two Shift Workshops and Evolve programs in Fort Collins in 2014. 2 Assist in Development of Innovative Cluster Development Solutions In an effort to encourage the expansion of existing businesses within Fort Collins, AIR will aid in the development of additional programs that will grow and serve the cluster. 2.1 Protect/Initiatives: AIR may throughout the year assist in the management of projects and/or initiatives intended to aid in the development of new programs relevant to the industry and/or community. The projects and/or initiatives may include the facilitation of the development of necessary physical and intangible infrastructure to aid in the advancement of scientific and technical innovations. 3 Enhance Educational Opportunities Related to Creative Innovation Education shall mean "the instruction of the public on subjects useful to the individual and beneficial to the community" and includes "public conferences, discussion groups, forums, panels, lectures, or other similar programs." AIR may engage in activities to achieve the education of the community and enhancement of the scientific education of college or university students with regard to the creative innovation cluster. Professional Services Agreement Beet Street 2014 Page 9 of 13