HomeMy WebLinkAboutCORRESPONDENCE - PURCHASE ORDER - 9200473SERVICES AGREEMENT
IBE- Northern Colorado URA Visioning & Community Engagement
THIS AGREEMENT made and entered into the day and year set forth below by and
between the FORT COLLINS URBAN RENEWAL AUTHORITY a body corporate and politic of
the State of Colorado, hereinafter referred to as the "Authority" and STUDIODAYBREAK, LLC
hereinafter referred to as "Service Provider".
WITNESS ETH:
ln 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 one (1} page and incorporated
herein by this reference.
2. Term of Agreement. This Agreement shall be effective as of January 7, 2020 with a term of
one (1) year unless terminated early and or renewed by mutual written agreement.
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 Authority of such condition within fifteen (15) days from the
onset of such condition.
4. Early Termination by Authority/Notice. Notwithstanding the time periods contained herein,
the Authority 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:
studiodaybreak, LLC
Attn: Colin Day
326 W Myrtle St.
Fort Collins, CO 80521
Authority:
Fort Collins Urban Renewal Authority
Attn: Clay Frickey
PO Box 580
Fort Collins, CO 80522
ln the event of early termination by the Authority, the Service Provider shall be paid for
services rendered to the date of termination including non-cancelable obligations for the
term of this Agreement, subject only to the satisfactory performance of the Service
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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 Authority shall pay the Service Provider for the performance of this
Contract, subject to additions and deletions provided herein for a fixed fee of $15,500 as
per the attached Exhibit A. Service Provider shall invoice at the completion of the scope of
work. Pay terms are Net 30 days from the date of the invoice.
6. Authority Representative. The Authority 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 Authority 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 Authority or the City of
Fort Collins. The Authority 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 Authority via the
Authority's representative, which shall be granted or withheld in the Authority's sole
discretion. If any of the Work is subcontracted hereunder (with the consent of the Authority),
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 Authority, nor will it obligate the
Authority to pay or see to the payment of any subcontractor, and (d) the work of the
subcontractor will be subject to inspection by the Authority to the same extent as the work
of the Service Provider.
9. Personal Services. lt is understood that the Authority 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 Authority.
1 O. Acceptance Not Waiver. The Authority'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 Authority 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
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highest degree of competence and care in accordance with accepted standards for work
of a similar nature performed by an institution of higher education.
b. Service Provider warrants it will provide services in accordance with the scope of
services attached hereto as Exhibit A.
12. Default. Each and every term and condition hereof shall be deemed to be a material element
of this Agreement. ln 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. ln the event a party has been declared in default, such defaulting party shall be
allowed a period of ten (1 O) days within which to cure said default. ln 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. Limitation of Liability and Insurance.
a. Each party hereto agrees to be responsible to the fullest extent allowed by law for its
own wrongful or negligent acts or omissions, or those of its officers, agents, or
employees. lt is expressly understood and agreed that nothing contained in this
Agreement shall be construed as an express or implied waiver by either Party of the
protections and limitations of liability set forth in the Colorado Governmental Immunity
Act, C.R.S. §§ 24-10-101, et seq., or as otherwise provided by law. Each Party
represents and warrants that it maintains comprehensive general liability insurance and
all coverages required by law sufficient for the purpose of carrying out the duties and
obligations arising under this Agreement. Service Provider will furnish the Authority a
certificate evidencing such insurance upon written request.
b. The Service Provider shall take all necessary precautions in performing the work
hereunder to prevent injury to persons and property.
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. ln the event any provision of
this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction,
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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 confirm the employment eligibilìty of all newly hired employees
to perform work under this Agreement through a process consistent with the
requirements of Colorado law.
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 Authority 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
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 Authority may terminate this Agreement.
If this Agreement is so terminated, Service Provider shall be liable for actual and
consequential damages to the Authority arising out of Service Provider's violation of
Subsection 8-17.5-102, C.R.S.
g. The Authority will notify the Office of the Secretary of State if Service Provider violates
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this provision of this Agreement and the Authority terminates the Agreement for such
breach.
19. Documents. All computer input and output, analyses, plans, documents, spreadsheets,
photographic images, tests, maps, surveys, electronic files and written material of any kind
generated in the performance of this Agreement or developed for the Authority in
performance of the services described in this Agreement are and shall remain the sole
and exclusive property of the Authority. All such materials shall be promptly provided to
the Authority upon request therefor and at the time of termination of this Agreement,
without further charge or expense to the Authority. Consultant shall not provide copies of
any such material to any other party without the prior written consent of the Authority.
20. Special Provisions. Special provisions or conditions relating to the services to be
performed pursuant to this Agreement are set forth in Exhibit C - Confidentiality, consisting
of one (1) page, attached hereto and incorporated herein by this reference.
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studiodaybreak
EXHIBIT A
SCOPE OF SERVICES
col ind a y
st udiodaybreak@gmail.com
310.403 .263 7
Clay Frickey
Fort Collins Urban Renewal Authority
300 Laporte Avenue
Fort Collins, CO
80522
Proposed Scope of Services:
North Fort Collins Urban Renewal Authority
Dear Clay,
Thank you for the opportunity to be considered as a provider for the design and execution of unique facilitated
community engagement sessions for the North Fort Collins Urban Renewal Authority effort. tt is my understanding that
the Urban Renewal Authority has been engaging residents, professionals, and other key stakeholders in an identification
process of community priorities for potential upcoming redevelopment in North Fort Collins. lt is with great pleasure that
I offer the following proposal to be considered a collaborative provider in the design and execution of these workshops,
and in the creation of a meaningful and actionable final synthesis report that illustrates the process of engagement and its
outcomes.
As you read the following proposal, please know that I am committed to authentic collaboration with current providers
(i.e., The Institute for the Built Environment at CSU and La Familia/The Family Center). If contracted for the proposed
work, it is my commitment to assist in the delivery of creative and unique engagement opportunities for current and
future stakeholders and collaborators. lt is my understanding that the Institute for the Built Environment is ultimately
responsible for the management of the project, and for the delivery of a final report on the research and the content of
the workshops, and that this report will be the intellectual and physical property of the Fort Collins Urban Redevelopment
Authority. If contracted for the work, I am committed to collaboratively contributing to the delivery of these tasks.
The following represents my understanding of the needs of The Fort Collins Urban Renewal Authority as it relates to the
creation of the aforementioned engagement process and final project synthesis. If modifications are necessary to the
following proposal to more accurately achieve the desired outcomes, please provide specific feedback, and I will modify
the proposal accordingly.
Thank you again for considering me as a collaborator in this important effort.
Appreciatively,
Colin Day I Private Consultant
studiodaybreak@gmail.com
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Scope of Work: North Fort Collins Urban Renewal Authority Community Engagement
Task 1: Workshop Design
• Collaborative design of four unique workshop engagements (i.e., workshops three through
six), utilizing participatory design principles to provide stakeholders with historical,
institutional, spatial, and contextual knowledge of the redevelopment opportunity (including,
but not limited to charrette design activities, spatial analysis and mapping, ongoing historical
analysis, and targeted approaches to engagement of Latinx community)
• Collaboration with in-process and ongoing efforts by the Institute for the Built Environment at
CSU and La Familia/The Family Center to effectively address stakeholder needs, and to
provide project management and communication support (including workshop materials
preparation, associated collaborator correspondence and meetings, and workshop debriefs
with next steps)
Task 2: Historical Document Research and Synthesis
• Overview and synthesis of historic archival and planning materials (e.g., tax parcel records of
North Fort Collins, archived oral histories, and City documents including planning,
transportation, open space, and historic preservation plans and reports, etc.) both for
workshop context, and for the delivery of a actionable yet comprehensive final report
Task 3: Workshop Execution
• Delivery of collaboratively designed workshops including materials, activities, venue set-
up and break-down, necessary preparatory documents, and stakeholder follow-ups
Task 3: Collaborative Management
• Collaborative contribution to project management, as needed and appropriate
Task 3: Final Report
• Collaborative contribution to final synthesis and reporting
Fee Schedule:
• $15,500, fixed fee, billed per month as a percent of services provided
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EXHIBIT B
INSURANCE REQUIREMENTS
1. The Service Provider will provide, from insurance companies acceptable to the Authority,
the insurance coverage designated hereinafter and pay all costs. Before commencing
work under this bid, the Service Provider shall furnish the Authority 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 Urban Renewal Authority."
ln case of the breach of any provision of the Insurance Requirements, the Authority, at
its option, may take out and maintain, at the expense of the Service Provider, such
insurance as the Authority 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 Authority, 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.
ln 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.
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EXHIBITC
CONFIDENTIALITY
IN CONNECTION WITH SERVICES provided to the Urban Renewal Authority (the "Authority'')
pursuant to this Agreement (the "Agreement"), the Service Provider hereby acknowledges that it
has been informed that the Authority has established policies and procedures with regard to the
handling of confidential information and other sensitive materials.
ln 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 Authority 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 Authority may be confidential and/or proprietary. The Service
Provider agrees to treat as confidential (a) all information that is owned by the Authority, or that
relates to the business of the Authority, or that is used by the Authority 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 Authority). The Service Provider shall not disclose any such information to
any person not having a legitimate need-to-know for purposes authorized by the Authority.
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 Authority.
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, 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.
ln the event of any disclosure under (b) 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 Authority in writing of each such disclosure.
ln the event that the Service Provider ceases to perform services for the Authority, or the Authority
so requests for any reason, the Service Provider shall promptly return to the Authority 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 Authority's remedies at law for a breach
of the Service Provider's obligations under this Confidentiality Agreement may be inadequate and
that the Authority 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.
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