HomeMy WebLinkAbout578811 PRR INC - CONTRACT - RFP - 8425 ROAD TO 2020 CLIMATE ACTION PLAN COMMUNICATIOProfessional Services Agreement – Work Order Type
8425 Road to 2020 Climate Action Plan Communications & Engagement Services Page 1 of 16
PROFESSIONAL SERVICES AGREEMENT
WORK ORDER TYPE
THIS AGREEMENT made and entered into the day and year set forth below by and
between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter
referred to as the "City" and PRR, INC., hereinafter referred to as the "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 any
project Work Orders for 8425 Road to 2020 Climate Action Plan Communications &
Engagement Services, issued by the City. A blank sample of a work order is attached
hereto as Exhibit "A", consisting of one (1) page and is incorporated herein by this
reference. A general scope of services is attached hereto as Exhibit “B", consisting of five
(5) pages and is incorporated herein by this reference. The City reserves the right to
independently bid any project rather than issuing a Work Order to the Professional for the
same pursuant to this Agreement. Irrespective of references in Exhibit A to certain named
third parties, the Professional shall be solely responsible for performance of all duties
hereunder. The term “Work” as used in this Agreement shall include the services and
deliverables contained in Exhibit A and any Work Orders issued by the City.
2. The Work Schedule. The services to be performed pursuant to this Agreement shall be
performed in accordance with the Work Schedule stated on each Work Order.
3. Time of Commencement and Completion of Services. The services to be performed
pursuant to this Agreement shall be initiated as specified on each Work Order. Time is of
the essence. Any extensions of any time limit must be agreed upon in writing by the
parties hereto.
4. Contract Period. This Agreement shall commence December 23, 2016, and shall continue
in full force and effect until December 31, 2017, unless sooner terminated as herein
provided. In addition, at the option of the City, 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 Professional and mailed no later than thirty (30) days
prior to contract end.
5. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the
City may terminate this Agreement at any time without cause by providing written notice of
termination to the Professional. Such notice shall be delivered at least fifteen (15) days
prior to the termination date contained in said notice unless otherwise agreed in writing by
the parties. All notices provided under this agreement shall be effective when mailed,
postage prepaid and sent to the following address:
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Professional: City: Copy to:
PRR, Inc.
Attn: Marcy Loughran
1501 Fourth Avenue, Suite 550
Seattle. WA 98101
mloughran@prrbiz.com
City of Fort Collins
Attn: Emily Wilmsen,
PO Box 580
Fort Collins, CO 80522
City of Fort Collins
Attn: Purchasing Dept.
PO Box 580
Fort Collins, CO 80522
In the event of any such early termination by the City, the Professional shall be paid for
services rendered prior to the date of termination subject only to the satisfactory
performance of the Professional's obligations under this Agreement. Such payment shall
be the Professional's sole right and remedy for such termination.
6. Design, Project Insurance and Insurance Responsibility. The Professional shall be
responsible for the professional quality, technical accuracy, timely completion and the
coordination of all services rendered by the Professional, including but not limited to
designs, plans, reports, specifications, and drawings and shall, without additional
compensation, promptly remedy and correct any errors, omissions, or other deficiencies.
The Professional shall indemnify, save and hold harmless the City its officers and
employees, in accordance with Colorado law, from all damages whatsoever claimed by
third parties against the City and for the City's costs and reasonable attorney’s 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 insurance in accordance
with Exhibit E, consisting of one (1) page, attached hereto and incorporated herein.
7. Compensation. In consideration of services to be performed pursuant to this Agreement,
the City agrees to pay the Professional on a time and reimbursable direct cost basis
designated in Exhibit "C", consisting of one (1) page, attached hereto and incorporated
herein by this reference. At the election of the City, each Work Order may contain a
maximum fee, which shall be negotiated by the parties hereto for each such Work Order.
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
to the Work Order and upon approval of the Professional's direct 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.
8. License. Upon execution of this Agreement, the Professional grants to the City an
irrevocable license to use any and all sketches, drawings, specifications, designs,
blueprints, data files, calculations, studies, analysis, renderings, models and other Work
Order deliverables (the “Instruments of Service”), in any form whatsoever and in any
medium expressed, for purposes of constructing, using, maintaining, altering and adding
to the project, provided that the City substantially performs its obligations under the
Agreement. The license granted hereunder permits the City and third parties reasonably
authorized by the City to reproduce applicable portions of the Instruments of Service for
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use in performing services or construction for the project. In addition, the license granted
hereunder shall permit the City and third parties reasonably authorized by the City to
reproduce and utilize the Instruments of Service for similar projects, provided however, in
such event the Professional shall not be held responsible for the design to the extent the
City deviates from the Instruments of Service. This license shall survive termination of the
Agreement by default or otherwise.
9. City Representative. The City will designate, prior to commencement of the Work, its
project representative who shall make, within the scope of his or her authority, all
necessary and proper decisions with reference to the project. All requests for contract
interpretations, change orders, and other clarification or instruction shall be directed to the
City Representative.
10. Monthly Report. Commencing thirty (30) days after Notice to Proceed is given on any
Work Order and every thirty days thereafter, the Professional is required to provide the
City Representative with a written report of the status of the Work with respect to the Work
Order, 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.
11. Independent Contractor. The services to be performed by the 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 the Professional's compensation
hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for
any other purpose.
12. Subcontractors. The 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.
The Professional shall require all subcontractors performing Work hereunder to maintain
insurance coverage naming the City as an additional insured under this Agreement of
the type and with the limits specified within Exhibit “E”, consisting of one (1) page
attached hereto and incorporated herein by this reference. The Professional shall
maintain a copy of each subcontract’s certificate evidencing the required insurance.
Upon request, the Professional shall promptly provide the City with a copy of such
certificate(s).
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13. 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.
14. 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.
15. 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.
16. 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.
17. 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.
18. 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.
19. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et.
seq., the Professional represents and agrees that:
a. As of the date of this Agreement:
1. The Professional does not knowingly employ or contract with an illegal alien who
will perform work under this Agreement; and
2. The Professional will participate in either the e-Verify program created in Public
Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th
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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. The 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. The 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 the Professional obtains actual knowledge that a subcontractor performing work
under this Agreement knowingly employs or contracts with an illegal alien, the
Professional shall:
1. Notify such subcontractor and the City within three days that the 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 the Professional shall not
terminate the contract with the subcontractor if during such three days the
subcontractor provides information to establish that the subcontractor has not
knowingly employed or contracted with an illegal alien.
e. The 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 the 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, the Professional shall be liable for actual and
consequential damages to the City arising out of the 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.
20. Special Provisions. Special provisions or conditions relating to the services to be
performed pursuant to this Agreement are set forth in Exhibit “D” - Key Project Personnel,
consisting of one (1) page, and Exhibit "F" - Confidentiality, consisting of one (1) page,
attached hereto and incorporated herein by this reference.
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THE CITY OF FORT COLLINS, COLORADO
By:
Gerry Paul
Purchasing Director
DATE:
ATTEST:
APPROVED AS TO FORM:
PRR, INC.
By:
Printed:
Title:
CORPORATE PRESIDENT OR VICE PRESIDENT
Date:
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Mike Rosen
12/27/2016
Managing Principal
Assistant City Attorney
1/5/2017
City Clerk
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EXHIBIT A
WORK ORDER FORM
PURSUANT TO AN AGREEMENT BETWEEN
THE CITY OF FORT COLLINS
AND
PRR, INC.
DATED:
Work Order Number:
Purchase Order Number:
Project Title:
Commencement Date:
Completion Date:
Maximum Fee: (time and reimbursable direct costs):
Project Description:
Scope of Services:
The Professional agrees to perform the
services identified above and on the attached
forms in accordance with the terms and
conditions contained herein and in the
Professional Services Agreement between
the parties. In the event of a conflict between
or ambiguity in the terms of the Professional
Services Agreement and this Work Order
(including the attached forms) the
Professional Services Agreement shall
control.
The attached forms consisting of ___ (_)
pages are hereby accepted and incorporated
herein, by this reference, and Notice to
Proceed is hereby given.
PROFESSIONAL
By:_______________________________
Date:_____________________________
CITY OF FORT COLLINS
By:_________________________________
Project Manager
Date: ______________________________
By: _______________________________
Gerry Paul
Purchasing Director (over $60,000.00)
Date: ____________________________
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EXHIBIT B
SCOPE OF SERVICES
INTRODUCTION
The City of Fort Collins needs a comprehensive, multi-faceted community engagement and
communications plan for its Road to 2020, which is the implementation of the City’s Climate
Action Plan (CAP) Framework adopted by City Council in 2015.
The focus of this RFP is two-fold:
1. The development of an overarching strategic plan around community engagement.
2. Execution of some specific actions and messaging that is aligned with the strategic plan
of this RFP.
These efforts will continue in tandem with two existing City efforts:
1. Staff will continue to pursue regular public engagement opportunities working with such
groups as CSU’s Center for Public Deliberation, and
2. Staff is in the process of branding the Road to 2020.
While the focus of this RFP will be on 2020, the Road to 2020 is just the first step in the City’s
long-term plans to reduce its carbon emissions. The goals adopted by Council in 2015:
20 percent below 2005 levels by 2020
80 percent by 2030
Carbon neutral by 2050
Phase I of the CAP Engagement Plan included identifying key audiences, pilot testing
messaging on a new web interface and beginning communication on CAP implementation. This
RFP will address Phase II.
The City is moving from planning – the CAP – to branding actions people can take to help the
community achieve its 2020 goals – known as the “Road to 2020.” Road to 2020 is bridging
language: The City has embarked on a branding effort to identify actions associated with the
Road to 2020 and requires the assistance of a professional communications/community
engagement firm to assist with developing a strategic plan that addresses specific audiences
and tactics as the brand is being developed.
Austin, Texas has identified a six-stage framework of inform, report, educate, empower, inspire
and engage to illustrate how they communicate about their Climate Action Plan. Using the
Austin framework as a basis, the selected firm will develop a 2-year strategic plan that
inventories current messaging and engagement strategies, assesses gaps in these strategies,
and identifies the critical strategies to fill these gaps to ensure increased community
engagement and action on the Road to 2020. The execution of this plan will be on the actions
that people can take and how those actions fit into their lifestyles, not their belief in the Climate
Action Plan or the Road to 2020.
In addition to the overall plan, the City will work with Professional to develop key messages and
outreach campaigns to implement the plan over the 2-year timeframe. Evaluation of success
will occur after each campaign and lessons learned will be incorporated into the overall strategy
moving forward. In the Austin model, this plan would focus specifically on “Empower,” “Inspire”
and “Engage.”
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The ideal team is composed of experts in sustainability communication and engagement,
marketing and strategic planning. Experience in Colorado and/or the West is highly desired. All
communications will be developed in tandem with the City’s Communications and Public
Involvement Office (CPIO) and Utilities Community Engagement, which are the two entities
managing Road to 2020 Messaging and Engagement Team. The Messaging and Engagement
Team is one of the 10 CAP Strategic Initiative Teams – a mix of 70 City staff and 20 citizen
volunteers - responsible for CAP strategy implementation.
SCOPE OF WORK
The key characteristics of this Scope of Work are:
1. Developing a strategic plan
2. Executing the plan with messaging and communications tactics
3. Working with the City on existing and potential engagement opportunities.
1. Strategic Plan Development will include:
o Inventory and Assessment/Research
Research into successful campaigns in other communities (taking existing work
already collected by Environmental Services staff and the City Manager graduate
intern). Research should focus on successful climate action campaigns as well as
other successful Colorado (or Mountain region) campaigns or campaigns in
communities that are more like Fort Collins in size and values such as health and
wellness campaigns.
Among the communities that have been discussed: Austin plan/Let’s Talk
Climate.org/Park City’s website.
Inventory of existing City engagement efforts around the Road to 2020 and the
Climate Action Plan.
o Identification of key audiences. The Professional will provide direction on the
following audiences identified by the City:
Further breakdown and understanding of Utilities Customer Segmentation study
Municipal organization employees
Renters vs. owners (e.g., As a homeowner, I’m more likely to be interested in on-bill
financing for home improvement as opposed to the renter who doesn’t have that
incentive).
Small businesses
Underserved populations (in tandem with CSU student study on underserved
populations)
Key outcomes of the strategic plan:
An emphasis on meeting 2020 goals by identifying multiple strategies at different levels
to involve the community (“meeting individuals where they are at”).
A listing of the highest impact strategies
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An execution plan that outlines key roles and responsibilities and timelines
Prioritization of strategies – low, medium, high, etc.
2. A communications plan that executes specific actions identified in the Strategic Plan:
This communications and engagement work will include, although is not limited to:
o Direct messaging assistance
Any communications and engagement strategy must address:
Why do we need people to act?
What is it we want them to do?
Where do we need to be in the community with what message?
Who needs to hear from us?
What benefits can/should we articulate to different audiences?
What are the actions needed to meet the goals?
How will we measure how and whether individuals have helped achieve
these community goals?
When do we need people to act?
o Communications toolkit
Create a storytelling campaigns and toolbox – visuals, newsletters, etc. – that will
communicate to a broad audience using specific examples of existing strategies
and offering specific actions (e.g., consumer product rebates (Ex: “ENERGY
STAR dishwasher rebates = something you are already doing to help accomplish
climate action goals. Here’s what else you can do.”)
Develop a clear path to connecting residents to their individual interests. (“What
is your primary interest for participating in City programs?”)
Identification of useful marketing tools and materials that could include:
Social media strategy
Website (within scope of existing site(s))
Carbon calculator
Bus benches/shelter ads and bus benches
Videos that tell community stories (in tandem with ClimateWise)
Social networks
E-newsletters
Fact sheets:
o For an external audience: Articulate the implementation strategies and
individual roles residents and businesses can play.
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o For an internal audience: Align existing City programs with the
corresponding strategic initiative teams.
Templates for internal Strategic Initiative Teams to update the CAP
Messaging and Engagement Team on public engagement opportunities
and challenges
Other innovative communication tools that would effectively reach
audiences listed above
Key outcomes of the execution plan:
Pilot implementation and a report with assessment of results.
This execution plan will build excitement for citizen engagement with the CAP, leverage
largely existing programs to build that excitement and develop and pilot new and
innovative marketing strategies to engage the public and specific audiences in Plan
implementation.
Metrics to evaluate the success of the plan and the outreach campaigns. The plan
should result in individuals and business leaders seeing themselves in the Road to 2020
and giving people choices about actions.
Any messaging and engagement plan should not directly advocate for the Plan or a
specific individual action.
Communications and engagement will focus on BENEFITS and ACTION relationships
and how City programs support these actions – empowering, inspiring and engaging
people to take actions that align with their personal values and interests.
Furthermore, this focus should highlight that these actions are relatively easy and will get
the community to its 2020 goals or make life better for them as the goals align to their
personal values or interests.
DELIVERABLES
Based on the needs identified above, the following will be considered key deliverables:
A strategic document that takes an inventory and assesses the City’s current marketing,
communications, and engagement efforts around the Road to 2020;
Identification of the critical strategies needed to fill the gaps identified in the inventory
and assessment;
Translation of these critical strategies into a two-year communications plan for
community engagement that includes the following:
o A detailed execution plan (that includes social media and other methods to reach
multiple audiences)
o Key messaging by a minimum of 4 audiences that includes pilot testing with
municipal employees and engaged citizens (boards and commissions, etc).
o A series of campaigns, i.e., quarterly, that can be targeted to different audiences
to include messaging and collateral marketing materials
o Assistance with specific metrics – in tandem with the CAP Performance
Measurement team – that will help residents and the business community
understand how they fit into the CAP and its implementation
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Identification of community engagement strategies with City staff and partners to allow
community deeper dive into specific strategies (transportation, energy, Ritter event in
August 2016, etc.)
o Giving residents/businesses/other audiences additional opportunities for input.
o Alignment with the City’s work with the CSU Department of Political Science and
the Center for Public Deliberation.
o Lead coordination of Innovation Summit to be held by the end of the first quarter
of 2017.
TIMELINE
A draft Strategic Plan will be completed by the end of the first quarter of 2017 followed by
implementation of the plan beginning in the second quarter of 2017.
MECHANISM
The City has chosen to use our Professional Services Work Order (PSWO) Agreement as the
mechanism to pre-approve, release and fund the various work elements and/or projects (i.e.
Work Orders) involving Communications and Engagement Services that the Professional will
undertake on behalf of the City in support of the Climate Action Plan and/or any other initiatives
selected by the City that fit the Professional’s expertise and skill set.
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EXHIBIT C
SCHEDULE OF RATES & COSTS
Schedule of Hourly Rates
STAFF PERSON HOURLY RATE
Andrew Royer $79.09
Kellen Sundin $103.41
Priya Singh $115.62
Mison Henley $125.92
Kathy Schomer $151.26
Rachel Nathan $154.91
Dave Radford $162.92
Joe Martin $166.50
Marcy Loughran $209.55
Eric Stern $300.00
Denise Walz $359.99
Mike Rosen $483.80
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EXHIBIT D
KEY PROJECT PERSONNEL
Below is Professional’s proposed organization chart. Professional’s other staff will support them.
CITY OF FORT COLLINS
LEAD STRATEGIST/
• Audit
• Plan development
• Plan development
PARTNERSHIPS
• Plan development
• Plan development
RESEARCH
• Literature Search
• Plan development
CLIMATE CHANGE/
ENERGY STRATEGIC
ADVISOR
SOCIAL MEDIA
• Plan development
GRAPHIC DESIGN VIDEO PRODUCTION
Joe Martin
• Plan development • Plan development
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EXHIBIT E
INSURANCE REQUIREMENTS
1. 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 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, 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:
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 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.
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New insurance
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EXHIBIT F
CONFIDENTIALITY
IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to
this Agreement (the “Agreement”), the Professional hereby acknowledges that it has been
informed that the City has established policies and procedures with regard to the handling of
confidential information and other sensitive materials.
In consideration of access to certain information, data and material (hereinafter individually and
collectively, regardless of nature, referred to as “information”) that are the property of and/or
relate to the City or its employees, customers or suppliers, which access is related to the
performance of services that the Professional has agreed to perform, the Professional hereby
acknowledges and agrees as follows:
That information that has or will come into its possession or knowledge in connection with the
performance of services for the City may be confidential and/or proprietary. The Professional
agrees to treat as confidential (a) all information that is owned by the City, or that relates to the
business of the City, or that is used by the City in carrying on business, and (b) all information
that is proprietary to a third party (including but not limited to customers and suppliers of the
City). The Professional shall not disclose any such information to any person not having a
legitimate need-to-know for purposes authorized by the City. Further, the Professional shall not
use such information to obtain any economic or other benefit for itself, or any third party, except
as specifically authorized by the City.
The foregoing to the contrary notwithstanding, the Professional understands that it shall have no
obligation under this Agreement with respect to information and material that (a) becomes
generally known to the public by publication or some means other than a breach of duty of this
Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the
request for such disclosure is proper and the disclosure does not exceed that which is required.
In the event of any disclosure under (b) above, the Professional shall furnish a copy of this
Agreement to anyone to whom it is required to make such disclosure and shall promptly advise
the City in writing of each such disclosure.
In the event that the Professional ceases to perform services for the City, or the City so requests
for any reason, the Professional shall promptly return to the City any and all information
described hereinabove, including all copies, notes and/or summaries (handwritten or
mechanically produced) thereof, in its possession or control or as to which it otherwise has
access.
The Professional understands and agrees that the City’s remedies at law for a breach of the
Professional’s obligations under this Confidentiality Agreement may be inadequate and that the
City shall, in the event of any such breach, be entitled to seek equitable relief (including without
limitation preliminary and permanent injunctive relief and specific performance) in addition to all
other remedies provided hereunder or available at law.
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