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HomeMy WebLinkAbout518297 SLATE COMMUNICATIONS - CONTRACT - AGREEMENT MISC - SLATE COMMUNICATIONSDocuSign Envelope ID: E545303D-56A1-461D-9475-859385774CA0 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", as agent, on behalf of the Poudre River Public Library District (District), and Slate Communications, 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 one (1) page, 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. Contract Period. This Agreement shall commence October 1, 2014 and shall continue in full force and effect until April 1, 2015, unless sooner terminated as herein provided. 3. EarlyTermination by City. Notwithstanding the time periods contained herein, the City or District 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 addresses: Professional Services Agreement Page 1 of 12 DocuSign Envelope ID: E545303D-56A1-461D-9475-859385774CA0 EXHIBIT B COMPENSATION Phase I: Strategy, Creative Work, Stakeholder Engagement $6,555 Grounding, research, Needs Assessment Strategic Plan and Implementation Chart Educational materials, outreach materials and tools, facilitation of focus groups/stakeholder meetings, collect and consolidate feedback. Phase It: Public Outreach, Needs Assessment Report $1,900 Public outreach via electronic tools/unmanned stations, collect and consolidate feedback, prepare Needs Assessment document. PROFESSIONAL'S FEES TOTAL, NOT TO EXCEED: $500 $8,955.00 Professional's project management approach Professional is committed to keeping within the budgeted amount of hours and scope of work. Each week, Professional will prepare a work sheet of upcoming tasks and estimated hours to completion. At the beginning of each month, Professional will run a labor report (hours spent against hours left in budget), outreach report and have a summary of any outside vendor fees from the previous month. The Library District will have the opportunity to scale back work, or increase tasks based on these reports. Professional Services Agreement Page 10 of 12 DocuSign Envelope ID, E545303D-56A1-461 D-9475-859385774CAO 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 $1,000,000 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. C. Errors & Omissions. The Professional shall maintain errors and omissions insurance in the amount of $1,000,000. New insurance F71- Professional Services Agreement Page 11 of 12 DocuSign Envelope ID: E545303D-56A1461D-9475-859385774CA0 EXHIBIT D CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the Poudre River Public Library District (the "District"), acting through its agent, the City of Fort Collins (the "City"), pursuant to this Agreement (the "Agreement"), the Professional hereby acknowledges that it has been informed that the District and the City have 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 District and the City or their 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 District and the City may be confidential and/or proprietary. The Professional agrees to treat as confidential (a) all information that is owned by the District and/or the City, or that relates to the business of the District and/or the City, or that is used by the District and/or 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 District and/or City). The Professional shall not disclose any such information to any person not having a legitimate need - to -know for purposes authorized by the District and/or 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 District and/or 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 District and/or the City in writing of each such disclosure. In the event that the Professional ceases to perform services for the District and/or the City, or the District and/or the City so requests for any reason, the Professional shall promptly return to the District and 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 District and the City's remedies at law for a breach of the Professional's obligations under this Confidentiality Agreement may be inadequate and that the District and 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 Page 12 of 12 DocuSign Envelope ID: E545303D-56A7-061D-9475-859385774CAO SLACO ACORD.. CERTIFICATE OF LIABILITY INSURANCE DATE(N1WDDNYYY) r 2/1112014 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 endomement(s). PRODUCER CONTACT NAME: SuZannah Prelsendorf Flood & Peterson Ins., Inc. PHONE FA No EZI:97D-506-3261 AIQNo: 970-506-6820 P. O. Box 578 iiEss: SPr eisendorf@FloodPeterson.comm Greeley, CO 80632 970 356-0123 CUSTOMERIDN: INSURER(S) AFFORDING COVERAGE NAIC# INSURED INSURER A : Hanover Insurance Slate Communications INSURER B: Philadelphia Insurance Companie 425 W Mulberry Street, Suite 205 Fort Collins, CO 80524 INSURER C: INSURER 0: 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 LTRIN TYPE OF INSURANCE DD SR WD POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MMIDDIYYYY LIMITS A GENERALLIABWTY X COMMERCIAL GENERAL LIABILITY 71 CLAIMS -MADE [:� OCCUR OD4988599000 3/18/2013 03/1812014' EACH OCCURRENCE $1 000 000 PREMISES a occu"nce1 s300000 MED EXP (Any we person) $5,000 PERSONAL B AOV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER POLICY PRO- LOC PRODUCTS - COMPIOP AGG $2,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIREDAUTOS NON-0OMEDAUTOS OD4988599000 0311812013 03/18/2014 COMBINED SINGLE LIMIT (Ea accident) $1000000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) E PROPERTY DAMAGE (Per accident) $ X X $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DEDUCTIBLE RETENTION $ $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I NTORY ANY PROPRIETORMARTNER/EXECUTIVE OFFICERAVEMBER EXCLUDED? (Mandatary in NH) If yes, descnbe under DESCRIPTION OF OPERATIONS below NIA VrC STATIJ OTH- MIT ER E.L. EACH ACCIDENT $ E.L. DISEASE EA EMPLOYEE S E.L. DISEASE -POLICY LIMIT $ B E&O Liability PHSD917078 1310112014 03101/201 $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is mquimd) Certificate holder is included as Additional Insured as required by written contract with respects to liability arising out of work performed by the named insured. City of Fort Collins I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE P.O. Box 580 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Fort Collins, CO 80522 e @ 1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009109) 1 of 1 The ACORD name and logo are registered marks of ACORD #S863523/M863484 SMP DocuSign Envelope ID: E545303D-56A7<61D-9475-859385774CA0 This page has been left blank intentionally. DocuSign Envelope ID: E545303D-56A1461 D-9475-859385774CAO SLACO ACORDm CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDn'YYY) 9/22/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), 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 endomement(s). PRODUCER CONTACT Suzannah Preisendorf Flood &Peterson Ins., Inc. PHONE 970-506-3261 o Ezl : 970-506-6820 A/C, No P. O. BOX 578 E-MAIL ADDRESS: SPreisendorf@FloodPeterson.com Greeley, CO 80632 970356-0123 INSURER(S)AFFORDING COVERAGE NAICp INSURER A: Hanover Insurance INSURED INSURERB: Philadelphia Insurance Companie Slate Communications 425 W Mulberry Street, Suite 205 INSURER C: 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. LTR TYPE OF INSURANCE ADDLSUB NSR MO POLICYNUMBER MMIDDIYYVVY Y EXP MMIDD/NWY LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE F x]OCCUR X OD4988599001 3118/2014 03118/201E EACH OCCURRENCE $1000000 PREMIS O(ESENTTuirence) $300000 MED EXP (Anyone pemon) $5000 PERSONAL BADV INJURY $1 000 000 GENERAL AGGREGATE $2,000,000 GENL AGGREGATE POLICY LIMIT APPLIES PER: PRO- U. ECT PRODUCTS - COMP/OP AGG $2,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS X NON -OWNED AUTOS X OD4988599001 0311812014 03/181201 COMBINED SINGLE LIMIT Ea accident $Included ILY INJURY (Per person) $ INJURY amdent) $ X $ UMBRELLA LIAR EXCESS LIAR OCCUR CLAIMS -MADE [PerLamdent) $ $ DED RETENTION$ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I N ANY PROPRIETORIPARTNERIEXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, descnhe under DESCRIPTION OF OPERATIONS below NIA OTH- E. L. EACH ACCIDENT $ EL. DISEASE-EAEMPLOYEE $ E.L. DISEASE -POLICY LIMIT I $ B E & O Liability PHSD917078 3/01/2014 03/01/2015 $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more apace 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 P.O. BOX 580 Fort Collins, CO 80522 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 ACORD 25 (2010105) 1 of 1 #S936706IM867646 ©1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SMP DocuSign Envelope ID: E545303D-56A1-461D-9475-859385774CA0 This page has been left blank intentionally. DocuSign Envelope ID: E545303D-56A1-461 D-9475-859385774CA0 Professional: City: Slate Communications City of Fort Collins Attn: Claire Thomas, Project Manager Attn: Purchasing Dept. 425 W Mulberry St, #205 PO Box 580 Fort Collins, CO 80521 Fort Collins, CO 80522 Copy to: Poudre River Public Library District Attn: Holly Carroll, Executive Director PO Box 580 Fort Collins, CO 80522 In the event of any such early termination by the City or District, 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. 4. 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, the District, their 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 and name the District as an additional insured in the amounts 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. 5. Compensation. In consideration of the services to be performed pursuant to this Professional Services Agreement Page 2 of 12 DocuSign Envelope ID: E545303D-56A1-461 D-9475-859385774CAO Agreement, the City agrees to pay Professional a maximum fee not to exceed the amount of Eight Thousand Nine Hundred Fifty -Five Dollars ($8,955.00) as set forth in Exhibit "B" consisting of one (1) page, attached hereto and incorporated herein. 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 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. 6. City Representative. The City will designate, prior to commencement of work, a City or District 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. 7. 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. 8. 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 Professional Services Agreement Page 3 of 12 DocuSign Envelope ID: E545303D-56A1-461D-9475-859385774CA0 purpose. 9. 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. 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 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 Professional Services Agreement Page 4 of 12 DocuSign Envelope ID: E545303D-56A7-461 D-9475-859385774CAO 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 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, Professional Services Agreement Page 5 of 12 DocuSign Envelope ID: E545303D-56A1-461 D-9475-859385774CA0 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: 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. Professional Services Agreement Page 6 of 12 DocuSign Envelope ID: E545303D-56A7-461 D-9475-859385774CAO 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. 17. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "D" - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. Professional Services Agreement Page 7 of 12 DocuSign Envelope ID: E545303D-56Al-461D-9475-859385774CA0 THE CITY OF FORT COLLINS, COLORADO �ooasigned by: By: Gerry Paul Director of Purchasing & Risk Management DATE: 9/24/2014 POUDRE RIVER PUBLIC LIBRARY DISTRICT HLP72QPPG';Q ftged by /n�IBy. _. Print Name: Holly Carroll Title: executive Director Date: 9/24/2014 SLATE COMMUNICATIONS D u5lgned by: EKAMS By: Title: Principal/Founder CORPORATE PRESIDENT OR VICE PRESIDENT Date: 9/22/2014 Professional Services Agreement Page 8 of 12 DocuSign Envelope ID: E545303D-56A1-461D-9475-859385774CA0 EXHIBIT A SCOPE OF WORK PURPOSE OF NEEDS ASSESSMENT The Library District has nearly completed their most recent Strategic Plan and need public input to develop long range and short term goals. Since its first year operating as a District in 2007, the Poudre River Public Library District has invested millions of dollars into print, digital, and virtual materials completed the Library Master Plan and have implemented District -wide programming and services that reach far beyond the city of Fort Collins borders. Public engagement, stakeholder input and internal staff meetings focused on telling the Library District story, and eliciting ideas and feedback for future Library priorities will be the foundation of the next Strategic Plan. KEY PERSONNEL Holly Carroll, PRPLD Executive Director Paula Lakamp- Watson, PRPLD Communications Manager Claire Thomas, Slate Project Manager Ryan Burke, Slate Creative Director Kim Newcomer, Slate Strategic Planning Support TIMELINE Phase I: September — early December 2014 Create Needs Assessment Strategic Plan and Program Materials In partnership with Library District management, Professional will create a Strategic Plan and Implementation Chart to reach the various audiences important to the Needs Assessment. All creative material will be developed and prepared for various tools and events. Develop Tools and Tactics and Conduct Focus Groups, Key Stakeholder meetings The Library District has a variety of existing tools such as a website, Enewsletter, social media tools and property assets that can be leveraged along with new tools and tactics within this scope. Some participation by Library management and Board of Trustees will help guide high-level conversations with key stakeholders and focus groups. Phase II: January- February 2015 General Public Outreach Using themes and ideas from targeted engagement, engage the public through electronic tools and unmanned stations to encourage prioritization or ranking of themes and ideas. NEEDS ASSESSMENT FINAL REPORT Professional will prepare a Needs Assessment document which will include overarching themes and ideas heard throughout the process, all raw data and findings. Professional Services Agreement Page 9 of 12