The URL can be used to link to this page

Home My WebLink About518297 SLATE COMMUNICATIONS - CONTRACT - RFP - 7551 TRANSFORT BRANDING & MARKETING SERVICESAmendment #01 to Professional Services Agreement This Amendment ("Amendment") is entered into by and between Slate Communications (the "Professional") and the City of Fort Collins, Colorado (the "City"). WHEREAS, Professional and the City have mutually entered into a professional services agreement dated November 7, 2013 (Agreement); and WHEREAS, the City desires to replace designated portions of contract Exhibit E Federal Transit Administration Federally Required and Other Model Contract Clauses with revised/corrected language; and WHEREAS, Professional agrees to same; NOW, THEREFORE, in consideration of the foregoing. recitals and the mutual promises herein contained, the parties agree as follows: 5. TERMINATION a. Termination for Convenience The City may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Government's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the City to be paid to the Contractor. If the Contractor has any property in its possession belonging to the City, the Contractor will account for the same, and dispose of it in the manner the City directs. b. Termination for Default If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the City may terminate this contract for default. Termination shall be effected by serving a notice of termination on the Contractor setting forth the manner in which the Contractor is in default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the City that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the City, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. c. Opportunity to Cure The City in its sole discretion may, in the case of a termination for breach or default, allow the Contractor 30 days in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions. If Contractor fails to remedy to the City's satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within ten (10) days after receipt by Contractor of written notice from the City setting forth the nature of said breach or default, the City shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude the City from also pursuing all available remedies against Contractor and its sureties for said breach or default. d. Waiver of Remedies for any Breach In the event that the City elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by the City shall not limit the City's remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. page 1 7. DISADVANTAGED BUSINESS ENTERPRISE (DBE) a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency's overall goal for DBE participation is 9.9 0/6 A separate contract goal has not been established for this procurement. b. The Contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The Contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT -assisted contract. Failure by the Contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as City of Fort Collins deems appropriate. Each subcontract the Contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)). The successful bidder/offeror will be required to report its DBE participation obtained through race -neutral means throughout the period of performance. c. The Contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the Contractors receipt of payment for that work from the City of Fort Collins. In addition, Contractor is required to return any retalnage payments to those subcontractors within 30 days after incremental acceptance of the subcontractor's work by the City of Fort Collins and Contractor's receipt of the partial retainage payment related to the subcontractor's work. d. The Contractor must promptly notify City of Fort Collins whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The Contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of City of Fort Collins. IN WITNESS WHEREOF, the parties have executed this Agreement the day and.year shown. CITY OF RT CT: By Printed Name: Gerry Paul Title: Director of Purchasing & Risk Management Date: _ Z�j2- SLATE COA'MMCATIONS: By. �NWcY Printed Naame:CKII(e �1 O s12A Title: —` n , �- (,qV1 `t"J Date:.�i -Zy Fav glgn Envelope ID: 2CAC5547-7B52A3C6-8D04-9A4396BF66A9 p_. ` of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the City, (Architect) or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract; nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 11. LOBBYING Modifications have been made to the Clause pursuant to Section 10 of the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Lobbying Certification and Disclosure of Lobbying Activities for third party contractors are mandated by 31 U.S.C. 1352(b)(5), as amended by Section 10 of the Lobbying Disclosure Act of 1,995, and DOT implementing regulation, "New Restrictions on Lobbying," at 49 CFR § 20.110(d) - Language in Lobbying Certification is mandated by 49 CFR Part 19, Appendix A, Section 7, which provides that contractors file the certification required by 49 CFR Part 20, Appendix A. Modifications have been made to the Lobbying Certification pursuant to Section 10 of the Lobbying Disclosure Act of 1995. - Use of "Disclosure of Lobbying Activities," Standard Form-LLL set forth in Appendix B of 49 CFR Part 20, as amended by "Government wide Guidance For New Restrictions on Lobbying," 61 Fed. Reg. 1413-(1/19/96) is mandated by 49 CFR Part 20, Appendix A. Byrd Anti -Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non -Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. APPENDIX A, 49 CFR PART 20--CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements (To be submitted with each bid oroffer exceeding $100,000) The undersigned [Contractor] certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. Professional Services Agreement 7551 Transfort Branding & Marketing Services Page 23 of 25 oomftn Emelope ax2cAC5%7>esz f `A (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement the undersigned shall complete and submit Standard Form— LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1119196). Note: Language In paragraph (2) herein has been, modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.C. 104-65, to be codified at 2 U.S.C. 1601, atseq.)] (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification Is a prerequisite fprmaking or entering into this transaction Imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. [Note: Pursuant to 31 U.S.C. § 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or falls to file or amend a required certification or disclosure form shall be subject to a awl penalty of not less than $10,000 and not more than $100,000 for each such experMdure or . ilure.]// ,,-- The Contractor, I.O/r'IY]^UAArtifies.or affirms the truthfulness and accuracy of each statement of its certification and disclosure, If any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3601, at seq., appkio this 2p ifigption and -disclosure, It any: ;ftnature of Contractors Authorized Official Name and Title of Contractors Authorized Official Date Clean Air— (1) The Contractor agrees to comply with all applicable standards, orders or regulations Issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in tum, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to Include these requirements in each subcontract exceeding $100,000 financed In whole or in part with Federal assistance provided by FTA. 13. CLEAN WATER REQUIREMENTS Clean Water — Professional Services Agreement 7551 Transfort Branding & Marketing Services Page 24 of 25 Client#: 52628 SLACO ACORD.CERTIFICATE OF LIABILITY INSURANCE DATEDIYYYY) 2111/20I2014 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). vaooucECONTACT R NAME: Suzannah Preisendorf Flood & Peterson Ins., Inc. PHONE 970.506-3261 FAX 970-506-6820 : AIC, No &:.!Ore�isendorf@FloodPeterson.com P. O. BOX 578 ADOREss: SPreisendorf@FloodPeterson.com Greeley, CO 80632 R ou 970 356-0123 CUSTOMER ID #: INSURER(S) AFFORDING COVERAGE NAIL# INSURED INSURER A: Hanover Insurance Slate Communications INSURER B: Philadelphia Insurance Companie 425 W Mulberry Street, Suite 205 Fort Collins, CO 80524 INSURER : 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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 L rypE OF INSURANCE D N BR POLICY NUMBER POLICY EFF MMIDONYYY POLICY EXP MMIDDIYYYY LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CIAIMSMADE � OCCUR OD4988599000 3/18/2013 03/18/2014 EACHOCCURRENCE $1000000 MACE RENTED PREMISES Ea occurrence) $300 DOD MED EXP (Any me person) $5,000 PERSONAL &AOV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: 1-1 POLICY PRO-JCTLOC PRODUCTS - COMPIOPAGG s2,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS OD4988599000 3/18/2013 03/18/2014 INGLELIMIT COMBINED SINGLE $ 1000000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ X X $ $ UMBRELLA LIAR EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DEDUCTIBLE RETENTION $ $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY yINTORYLIMITq ANY PROPRIETPoOARTNERIEXECUTIVE❑ OFFICERIMEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA I I WC STATUY I OTH- E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ I EL.DISEASE-POLICY LIMIT $ B E&O Liability PHSD917078 3/01/2014 03/01/201 $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If ream space Is required) Certificate holder is included as Additional Insured as required by written contract with respects to liability arising out of work performed by the named insured. City of Fort Collins SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE P.O. Box 580 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Fort Collins, CO 80522 AUTHORIZED REPRESENTATIVE OR m 1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009109) 1 of 1 The ACORD name and logo are registered marks of ACORD #SB635231M863484 SMP