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HomeMy WebLinkAboutCORRESPONDENCE - RFP - 8867 TOURISM/ DESTINATION MASTER PLAN (2)Official Purchasing Document Last updated 10/2017 Services Agreement 8867 Tourism / Destination Master Plan Page 1 of 14 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", FORT COLLINS CONVENTION AND VISITORS BUREAU, INC. DBA VISIT FORT COLLINS, a Colorado Nonprofit Corporation, hereinafter referred to as “VFC,” and JONES LANG LASALLE AMERICAS, INC., hereinafter referred to as "Service Provider". 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 Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit A, consisting of five (5) page(s) and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, Service Provider shall be solely responsible for performance of all duties hereunder. 2. Contract Period. This Agreement shall commence upon execution by all parties and shall continue in full force and effect until May 31, 2020, unless sooner terminated as herein provided. In addition, at the option of the City and VFC, 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. Written notice of renewal shall be provided to the Service Provider and mailed no later than thirty (30) days prior to contract end. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City and VFC of such condition within fifteen (15) days from the onset of such condition. 4. Early Termination by City and VFC/Notice. Notwithstanding the time periods contained herein, the City and VFC may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. 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: Service Provider: City: JLL Americas Inc Attn: Daniel Fenton 200 E Randolph Street, Ste 430 Chicago, IL 60601 City of Fort Collins Attn: Amanda King PO Box 580 Fort Collins, CO 80522 DocuSign Envelope ID: 4A1DFB3A-B388-4D4E-908E-7CB4F451586A Official Purchasing Document Last updated 10/2017 Services Agreement 8867 Tourism / Destination Master Plan Page 2 of 14 VFC: Copy to: Visit Fort Collins Attn: Cynthia Eichler 1 Old Town Square, Suite 107 Fort Collins, CO 80524 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of early termination by the City and VFC, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 5. Contract Sum. The VFC shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, a fixed fee of One Hundred Thousand Dollars ($100,000) as per the attached Exhibit "B", consisting of one (1) page, and incorporated herein by this reference. 6. City and VFC Representative. The City and VFC will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City and VFC Representative. 7. Independent Service Provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City or VFC. The City and VFC shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 8. 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 and VFC, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City and VFC), 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 and VFC, nor will it obligate the City and VFC 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 and VFC to the same extent as the work of the Service Provider. 9. Personal Services. It is understood that the City and VFC enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City and VFC. DocuSign Envelope ID: 4A1DFB3A-B388-4D4E-908E-7CB4F451586A Official Purchasing Document Last updated 10/2017 Services Agreement 8867 Tourism / Destination Master Plan Page 3 of 14 10. Acceptance Not Waiver. The City and VFC'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 and VFC under this Agreement or cause of action arising out of performance of this Agreement. 11. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. 12. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 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. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all third party actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with negligence and/or willful misconduct in the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit C, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Purchasing Director, P. O. Box 580, Fort Collins, Colorado 80522, one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to DocuSign Envelope ID: 4A1DFB3A-B388-4D4E-908E-7CB4F451586A Official Purchasing Document Last updated 10/2017 Services Agreement 8867 Tourism / Destination Master Plan Page 4 of 14 the City and VFC. 16. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the 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., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider 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. Service Provider 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. Service Provider 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 Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1. Notify such subcontractor and the City and VFC within three days that Service Provider 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 Service Provider shall not terminate the contract with the subcontractor if during such three days the subcontractor DocuSign Envelope ID: 4A1DFB3A-B388-4D4E-908E-7CB4F451586A Official Purchasing Document Last updated 10/2017 Services Agreement 8867 Tourism / Destination Master Plan Page 5 of 14 provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider 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 Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City and VFC may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City and VFC arising out of Service Provider’s violation of Subsection 8-17.5-102, C.R.S. g. The City and VFC will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City and VFC 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 D - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. 20. Consequential Damages. Except to the extent of the Service Provider’s indemnification obligations, neither party shall be liable, under any circumstances for any anticipatory or lost profit, special, consequential, punitive, exemplary, incidental or indirect damages of any kind (collectively “non-direct damages”) resulting from its performance or non-performance of its obligations under the Agreement even if such non-direct damages are attributed to breach of the contract, tort or negligence or otherwise caused; such party has been advised of the possibility of such non-direct damages; or under applicable law, any such non-direct damages are considered direct damages. DocuSign Envelope ID: 4A1DFB3A-B388-4D4E-908E-7CB4F451586A Official Purchasing Document Last updated 10/2017 Services Agreement 8867 Tourism / Destination Master Plan Page 6 of 14 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: FORT COLLINS CONVENTION AND VISITORS BUREAU, INC. DBA VISIT FORT COLLINS By: Cynthia Eichler President & CEO DATE: ATTEST: APPROVED AS TO FORM: JONES LANG LASALLE AMERICAS, INC. By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: 4A1DFB3A-B388-4D4E-908E-7CB4F451586A Executive Vice President 5/6/2019 Dan Fenton Assistant City Attorney ll 5/8/2019 5/8/2019 City Clerk Official Purchasing Document Last updated 10/2017 Services Agreement 8867 Tourism / Destination Master Plan Page 7 of 14 EXHIBIT A SCOPE OF SERVICES I. BACKGROUND & OBJECTIVE / OVERVIEW Our Understanding of the Project Service Provider understands that City and VFC is interested in strengthening Fort Collins as a destination and providing Visit Fort Collins a roadmap to enhance the visitor experience. Service Provider has created a scope of services around four platforms:  Driving stakeholder consensus to create agreed upon long-term destination goals for Fort Collins;  Understanding where Fort Collins currently stands as a destination and its future potential;  Assessing the City and VFC’s tourism infrastructure and destination development potential;  Developing strategic recommendations for CFC and VFC to lead partners in attaining the long-term goals with key metrics and a clear implementation plan. The scope of services detailed below will help manage expectations and deliverables for the City and VFC planning process. II. SCOPE OF SERVICES A. Preliminary Step – Immersion and Review Objective: Ensure the project team fully understands City and VFC’s expectations and goals of the Destination Master Plan and collect the compendium of past work and studies for perspective and review. 1. Confirm Project Goals and Objectives - Service Provider will meet with City and VFC leadership and team members to determine communications formats and frequency. This meeting will review information needs, benchmarks, calendars and expectations. DELIVERABLE: Service Provider will provide a projected timeline of activities and project deliverables. 2. Research Review – City and VFC will supply data, research and promotional material to help Service Provider understand assembled supporting information resources and promotional messaging. DELIVERABLE: City and VFC will provide identified materials to the Service Provider team. B. Step One – Stakeholder Engagement Objective: Engage stakeholders and solicit their input around the plan’s goals and desired outcomes, local assets to consider, and potential engagement in the plan’s implementation. 1. Stakeholder Meetings and Community Focus Groups – Service Provider will travel to Fort Collins for one week to host stakeholder meetings, focus groups and individual interviews. Service Provider will include a presentation on the DocuSign Envelope ID: 4A1DFB3A-B388-4D4E-908E-7CB4F451586A Official Purchasing Document Last updated 10/2017 Services Agreement 8867 Tourism / Destination Master Plan Page 8 of 14 tourism/destination master plan for the May 7, 2019 National Tourism Day breakfast. 2. Engagement with Corporate/Business/Development Community – Service Provider will complete interviews and meetings with key members of the corporate business and development community to understand business direction and land- use opportunities. As much as feasible, these interviews/meetings will be held during in-market dates for Service Provider. Additional interviews/meetings will be scheduled via conference call throughout the duration of the project. 3. Engagement with Thought Leaders – Service Provider will complete interviews and meetings with key community thought leaders to understand community direction and overall opportunities. As much as feasible, these interviews/meetings will be held during in-market dates for Service Provider. Additional thought-leader interviews/meetings will be scheduled via conference call throughout the duration of the project. 4. Steering Committee – Service Provider will provide direction for City and VFC to assemble a steering committee to provide overall guidance for the project’s direction. In conjunction with City and VFC and the Steering Committee chairperson, Service Provider will conduct monthly progress reviews and opportunities for input with the group. Ideally, the first meeting of the group will take place the week of stakeholder/community meetings. Service Provider will participate in the first meeting in person. Subsequent monthly meetings will be held via conference call, except for those months when the Service Provider team is in- market for other project business. 5. Stakeholder Survey - Service Provider will conduct a Stakeholder Survey designed to ask overarching questions covered in the stakeholder and community focus groups and gain data from a broader audience. Service Provider will develop, build, and distribute the survey through a centralized system. City and VFC will be responsible for sharing email lists of individuals with whom to distribute the survey. 6. Project Communication – Service Provider will work with City and VFC to provide up to six updates for a broad base of stakeholders. DELIVERABLE: Service Provider will create updates on the progress, findings and direction for distribution through City and VFC informational resources. C. Step Two: Market Study Objective: Build and curate a thorough understanding of the current destination product and tourism ecosystem, relying on primary research, comparative benchmarking, and stakeholder input to identify the highest and best use of the existing assets. 1. Analyzing Local Market Demographics – Service Provider will work with VFC to perform an overall assessment of the various destination product offerings throughout Fort Collins. Service Provider will build upon the previous studies to understand what attractions currently exist in Fort Collins. Specifically, Service Provider will evaluate:  Which assets are currently the strongest demand generators for overnight visitation? DocuSign Envelope ID: 4A1DFB3A-B388-4D4E-908E-7CB4F451586A Official Purchasing Document Last updated 10/2017 Services Agreement 8867 Tourism / Destination Master Plan Page 9 of 14  How do the assets compare to other destinations with a similar experience and can the asset be more competitive?  Are there opportunities to develop broader experiences that have the potential to attract more overnight visitors?  What investments will be needed to increase the assets or experience’s competitiveness? DELIVERABLE: Service Provider will create a summary on the current situation to include an inventory of destination assets that are visitor-facing or have the potential to become visitor facing within the next 10 years. 2. Attraction/Attractor Assessment – Service Provider will work with VFC to rate each destination product offering on our proprietary Attraction/Attractor Scale. This rating of destination assets helps determine marketing opportunities, content development and future resource investments for each individual asset. 3. Organizational Review – Service Provider will conduct a review of both the current CFC’s Communications and Economic Health department and VFC to determine how the City and VFC’s approach to tourism attraction and destination management. The organization assessment will also include looking at City’s current partnerships (beyond that with VFC) and relationships with other destination partners to impact the tourism industry of the area. 4. Tourism and Transportation Infrastructure – Service Provider will meet with key organizations who are engaged in infrastructure improvement throughout the region during one of the early market visits or via telephone. This would include transportation agencies, Colorado State University, workforce development agencies, economic development agencies and others. Service Provider will contact these agencies and experts to develop future strategies in the key visitor- facing infrastructure areas. 5. Impact of Nighttime Economy – Service Provider will perform a high-level analysis of nighttime economic activity to quantify the portion of that activity attributed to overnight visitors. Service Provider will use data from the stakeholder outreach task above, as well as standard industry sources; Federal, state, and local data; and historical data provided by Fort Collins to determine an appropriate percentage of the activity to attribute to current visitor flow. 6. Destination Benchmarking – Service Provider will complete an extensive review of four (4) agreed upon benchmark markets to help City and VFC understand how it competes for visitors. DELIVERABLE: Service Provider will create a scorecard to illustrate how City and VFC compares to the benchmarks. In order to deliver this step, benchmarks will need to be agreed upon in the immersion phase. D. Step Three – SWOT Analysis and Priority Identification Objective: Identify opportunities and establish priorities to build upon market opportunity for the greatest current and future visitor impact for Fort Collins. 1. Service Provider will develop a SWOT analysis designed to highlight challenges that currently exist and those that are looming in the future. The SWOT will include outcomes DocuSign Envelope ID: 4A1DFB3A-B388-4D4E-908E-7CB4F451586A Official Purchasing Document Last updated 10/2017 Services Agreement 8867 Tourism / Destination Master Plan Page 10 of 14 from the Situational Analysis and feedback from the stakeholder interviews as well as other primary research Service Provider conducts throughout the project. 2. Service Provider will identify transformational initiatives or incremental process improvements that can be made to help City and VFC make a measurable impact on increasing overnight visitation to Fort Collins over time. The priorities will address areas of common concern for the entire city. In some cases, a priority may address issues around a limited geography, destination asset set, and/or topic that have a substantial impact on Fort Collins’ ability to drive visitation. The priorities will also be tied to the overall fabric of the area’s economy and quality of place since these facets have a strong impact on the visitor experience and residents quality of life. E. Step Five – Strategy and Implementation Plan Objective: Formulate a long-term vision and strategy for increasing visitation to Fort Collins and provide excellent visitor services, accompanied by specific recommendations for implementing the vision. These recommendations will include specific sections on the following: a. Strategic Direction – Service Provider will look to provide direction and recommendations on both operational refinements for the CFC and VFC and product improvement needs. b. Implementation Steps -- Service Provider will create an implementation plan for the CFC and VFC, noting areas where the City or VFC must take ownership and execute and areas where the City or VFC will serve as more of a convener, catalyst or advocate for initiatives that others must take on and lead. c. Funding Strategies – Service Provider will propose a detailed funding strategy and identify the parties that need to be involved. We will work with potential private- and public-sector partners to determine possible opportunities for tourism product development based on the priority focus areas and the projected highest and best use of assets. d. Metrics – Service Provider will provide concepts for metrics that will be captured and developed to ensure the destination efforts deliver effective methods for reporting overall destination performance, indicators of future travel opportunities and direct impacts from VFC programming. F. Step Six – Presentation of Final Report Objective: Communicate the results of the planning process and provide data points to drive decisions. 1. Preliminary Review of Findings – Service Provider will thoroughly review all Findings and Recommendations with both the City and VFC leadership, the Steering Committee and key stakeholders for input and feedback. 2. Draft Plan – A draft plan will be developed for final review by City and VFC leadership, the Steering Committee and key stakeholders for input and feedback. The Destination Master Plan will include: 1. Key priorities 2. Strategies for tourism investment 3. Product development recommendations DocuSign Envelope ID: 4A1DFB3A-B388-4D4E-908E-7CB4F451586A Official Purchasing Document Last updated 10/2017 Services Agreement 8867 Tourism / Destination Master Plan Page 11 of 14 4. Asset development recommendations 5. Marketing recommendations by channel 6. Key metrics and measurement 7. Multiple year goals for increased visitation 8. Full implementation plan DELIVERABLE: Service Provider will share the draft plan with City and VFC for review and solicit input/feedback on the plan. City and VFC will consolidate the feedback and share it with Service Provider so that the feedback can be integrated as applicable into the final plan. 3. Final Strategic Plan Preparation & Presentation - Service Provider will integrate the final input above and goal setting collaboration to prepare a final report and executive summary for City and VFC. Service Provider will also prepare an oral presentation for elected officials of the CFC, the VFC Board, various stakeholders and Colorado State University that will be accompanied by a supporting slide deck. DELIVERABLE: Service Provider will provide the final report in hardcopy and digital format with a level of detail that is appropriate for public consumption. Service Provider will provide an in-person presentation of a summary of the plan to an audience of City and VFC’s choosing. III. TIMELINE JLL estimates that the proposed scope of work will take 9 months to complete, commencing on May 1, 2019. JLL is committed to presenting the destination master plan concept and process on May 7, 2019. The steps will follow a schedule composed following preparation meetings during the Immersion work. It is envisioned that the master planning process would proceed through January 30, 2020. The Final written Destination Master Plan would be delivered by February 28, 2020. JLL would provide one day of presentations following the completion of the Destination Master Plan, potentially during the 2020 Visit Fort Collins Tourism Industry Breakfast. IV. TEAM Service Provider Executive Vice President Dan Fenton will provide oversight of the project and deliverables. Service Provider Vice President David Holder will lead the overall engagement and be ultimately responsible for service delivery. Mr. Holder will be assisted by Tina Valdecanas and other appropriate members of the Service Provider team based on the expertise required. V. LAWS AND REGULATIONS The Vendor agrees to comply fully with all applicable local, State of Colorado and Federal laws and regulations and municipal ordinances. VI. ADDITIONAL SERVICES The City and VFC and Service Provider agree that opportunities for additional, related work may arise as the result of the services described herein. The City and VFC reserves the right to engage the Service Provider to perform such supplemental work by mutual agreement by both parties. The terms of any such additional work shall be set forth in a written amendment to this Agreement and authorized by both parties. DocuSign Envelope ID: 4A1DFB3A-B388-4D4E-908E-7CB4F451586A Official Purchasing Document Last updated 10/2017 Services Agreement 8867 Tourism / Destination Master Plan Page 12 of 14 EXHIBIT B COMPENSATION Service Provider shall be paid a fixed fee of $100,000 for the scope of services above billed as follows:  Initial installment: $10,000  Equal monthly installments for 8 months: $10,000 for each month (totaling $80,000)  Final installment: $10,000 paid upon delivery of final Destination Master Plan Questions regarding payment or other accounts payable needs in relation to this Agreement should be directed to Cynthia Eichler at cynthia@fortcollins.com or 970-232-3840. DocuSign Envelope ID: 4A1DFB3A-B388-4D4E-908E-7CB4F451586A Official Purchasing Document Last updated 10/2017 Services Agreement 8867 Tourism / Destination Master Plan Page 13 of 14 EXHIBIT C INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City and VFC, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City and VFC 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 reduce coverage or limits and will not be cancelled, except after thirty (30) 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 and VFC, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City and VFC 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 and VFC, 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 $1,000,000 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. DocuSign Envelope ID: 4A1DFB3A-B388-4D4E-908E-7CB4F451586A Official Purchasing Document Last updated 10/2017 Services Agreement 8867 Tourism / Destination Master Plan Page 14 of 14 EXHIBIT D CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) and Visit Fort Collins (the “VFC”) pursuant to this Agreement (the “Agreement”), the Service Provider hereby acknowledges that it has been informed that the City and VFC 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 and VFC or its employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perform, the Service Provider 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 and VFC may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City and VFC, or that relates to the business of the City and VFC, or that is used by the City and VFC 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 and VFC). The Service Provider shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City and VFC. Further, the Service Provider 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 and VFC. The foregoing to the contrary notwithstanding, the Service Provider 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, (b) is known to Service Provider independent of this Agreement without obligation of confidentiality, or (c) 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 (c) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City and VFC in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City and VFC, or the City and VFC so requests for any reason, the Service Provider shall promptly return to the City and VFC 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 Service Provider understands and agrees that the City and VFC’s remedies at law for a breach of the Service Provider’s obligations under this Confidentiality Agreement may be inadequate and that the City and VFC 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. DocuSign Envelope ID: 4A1DFB3A-B388-4D4E-908E-7CB4F451586A ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: PHONE FAX (A/C, No, Ext): (A/C, No): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXP TYPE OF INSURANCE (MM/DD/YYYY) (MM/DD/YYYY) LIMITS AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO- POLICY JECT LOC PRODUCTS - COMP/OP AGG $ OTHER: $ COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Holder Identifier : 7777777707070700077761616045571110767717016204447207442027772507300072640577046230130773415113563000307537510673671103075372730235733210767515427002665207360011570036530076727242035772000777777707000707007 7777777707070700073525677115456000733010406137112107022237343062110070333263520731000712232635217311107032237243173100070333373431720100703333634206300007123337242162011077756163351765540777777707000707007 Certificate No : 570076169590 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 05/04/2019 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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). 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. PRODUCER Aon Risk Services Central, Inc. Chicago IL Office 200 East Randolph Chicago IL 60601 USA PHONE (A/C. No. Ext): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED INSURER A: RLI Insurance Co. 13056 INSURER B: INSURER C: INSURER D: INSURER E: INSURER F: FAX (A/C. No.): (800) 363-0105 CONTACT NAME: Jones Lang LaSalle Americas, Inc. 200 East Randolph Drive Chicago IL 60601 USA COVERAGES CERTIFICATE NUMBER: 570076169590 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. Limits shown are as requested POLICY EXP (MM/DD/YYYY) POLICY EFF (MM/DD/YYYY) SUBR WVD INSR LTR ADDL TYPE OF INSURANCE INSD POLICY NUMBER LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) Cancellation Notice AGENCY THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance ADDITIONAL REMARKS EFFECTIVE DATE: CARRIER NAIC CODE NAMED INSURED See Certificate Number: See Certificate Number: POLICY NUMBER AGENCY CUSTOMER ID: ADDITIONAL REMARKS SCHEDULE LOC #: 10224682 Aon Risk Services Central, Inc. 570076169590 570076169590 Page _ of _ Jones Lang LaSalle Americas, Inc. The General Liability policy issued by RLI Insurance Company has been endorsed to include the following wording: In the event of cancellation, we will endeavor to give certificate holders thirty (30) days notice of cancellation via email, provided that a detailed listing of such certificate holders, including their email address, is received from the Agent or Jones Lang LaSalle within 5 business days of their cancellation of the policy. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 4A1DFB3A-B388-4D4E-908E-7CB4F451586A Holder Identifier : 7777777707070700077761616045571110767717016204447207442027772507300072640577046230130773415113563000307537510673671103075372374635777210767551423406665607764415534076570076727242035772000777777707000707007 7777777707070700073525677115456000732111406027013107022326243073110071333263431721000702232724206311107022236352173110070233362520730000702233734206301007133227253172001077756163351765540777777707000707007 Certificate No : 570076181600 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 05/06/2019 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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). 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. PRODUCER Aon Risk Services Central, Inc. Chicago IL Office 200 East Randolph Chicago IL 60601 USA PHONE (A/C. No. Ext): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED INSURER A: RLI Insurance Co. 13056 INSURER B: INSURER C: INSURER D: INSURER E: INSURER F: FAX (A/C. No.): (800) 363-0105 CONTACT NAME: Jones Lang LaSalle Americas, Inc. 200 East Randolph Drive Chicago IL 60601 USA COVERAGES CERTIFICATE NUMBER: 570076181600 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. Limits shown are as requested POLICY EXP (MM/DD/YYYY) POLICY EFF (MM/DD/YYYY) SUBR WVD INSR LTR ADDL TYPE OF INSURANCE INSD POLICY NUMBER LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) Cancellation Notice AGENCY THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance ADDITIONAL REMARKS EFFECTIVE DATE: CARRIER NAIC CODE NAMED INSURED See Certificate Number: See Certificate Number: POLICY NUMBER AGENCY CUSTOMER ID: ADDITIONAL REMARKS SCHEDULE LOC #: 10224682 Aon Risk Services Central, Inc. 570076181600 570076181600 Page _ of _ Jones Lang LaSalle Americas, Inc. The General Liability policy issued by RLI Insurance Company has been endorsed to include the following wording: In the event of cancellation, we will endeavor to give certificate holders thirty (30) days notice of cancellation via email, provided that a detailed listing of such certificate holders, including their email address, is received from the Agent or Jones Lang LaSalle within 5 business days of their cancellation of the policy. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 4A1DFB3A-B388-4D4E-908E-7CB4F451586A MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X GEN'L AGGREGATE LIMIT APPLIES PER: $1,000,000 $1,000,000 $5,000 $1,000,000 $2,000,000 $2,000,000 A Y CGL0013662 10/01/2018 10/01/2019 PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE X X (Per accident) BODILY INJURY (Per accident) $1,000,000 A Y 10/01/2018 10/01/2019 COMBINED SINGLE LIMIT (Ea accident) CGL0013662 EXCESS LIAB OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED UMBRELLA LIAB RETENTION E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT OTH- ER PER STATUTE Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED? N / A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Fort Collins & Visit Fort Collins is included as an Additional Insured with respect to General Liability and Automobile Liability policies as required by written contract. CERTIFICATE HOLDER CANCELLATION CityREPRESENTATIVE of Fort Collins AUTHORIZED Purchasing Department PO Box 580 Fort Collins CO 80522 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. DocuSign Envelope ID: 4A1DFB3A-B388-4D4E-908E-7CB4F451586A MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X GEN'L AGGREGATE LIMIT APPLIES PER: $1,000,000 $1,000,000 $5,000 $1,000,000 $2,000,000 $2,000,000 A CGL0013662 10/01/2018 10/01/2019 PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE X X (Per accident) BODILY INJURY (Per accident) $1,000,000 A 10/01/2018 10/01/2019 COMBINED SINGLE LIMIT (Ea accident) CGL0013662 EXCESS LIAB OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED UMBRELLA LIAB RETENTION E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT OTH- ER PER STATUTE Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED? N / A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION CityREPRESENTATIVE of Fort Collins AUTHORIZED Purchasing Department PO Box 580 Fort Collins CO 80522 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. DocuSign Envelope ID: 4A1DFB3A-B388-4D4E-908E-7CB4F451586A ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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 have ADDITIONAL INSURED provisions or 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). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE Lockton Companies 1185 Avenue of the Americas, Suite 2010 New York NY 10036 646-572-7300 Jones Lang LaSalle Americas, Inc 200 E. Randolph Drive Chicago IL 60601 1st Property and Casualty Ins Co of Hartford 34690 Twin City Fire Insurance Company 29459 XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX N X 1,000,000 1,000,000 1,000,000 A 10 WN S15505 (AOS) 1/1/2019 1/1/2020 B 10 WBR S15506 (WI) 1/1/2019 1/1/2020 NOT APPLICABLE NOT APPLICABLE NOT APPLICABLE 1/1/2020 1342065 N 5/3/2019 16064735 16064735 XXXXXXX City of Fort Collins Purchasing Department, P.O. Box 580 Fort Collins CO 80522 State of Colorado. DocuSign Envelope ID: 4A1DFB3A-B388-4D4E-908E-7CB4F451586A