HomeMy WebLinkAboutC11-351 Collage Creative AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN EAGLE COUNTY, COLORADO
AND COLLAGE CREATIVE, INC.
For Education and Outreach Materials
THIS AGREEMENT for Professional Services ( "Agreement ") is made and entered into effective as
of the ( day of November, 2011 by and between Collage Creative, a Colorado
corporationJ(hereinafter "Consultant" or "Contractor ") and Eagle County, Colorado a body corporate
and politic (hereinafter "County ").
RECITALS
WHEREAS, County wants to inventory and develop education and outreach materials for Eagle
County Health and Human Services (the "Project ").
WHEREAS, Consultant represents that it is a corporation authorized to do business in Colorado;
and
WHEREAS, Consultant has represented that it has the expertise and skill to assist with the
inventory and development of materials for Eagle County Health and Human Services and has the
personnel necessary to timely perform as set forth herein; and
WHEREAS, Consultant and County intend by this Agreement to set forth the scope of the
responsibilities of the Consultant in connection with the Services (as defined below) and related terms
and conditions to govern the relationship between Consultant and County in connection with the
Services.
AGREEMENT
NOW THEREFORE, based upon the above recitals and consideration set forth herein the parties
agree as follows:
1) Services.
(a) Consultant agrees to furnish all services, labor, personnel and materials necessary to perform
and complete the services described in Exhibit A ( "Services ") in connection with the Project for
County. If no completion date is specified in Exhibit A, Consultant agrees to furnish the Services
in a timely and expeditious manner consistent with the applicable professional standard of care. In
the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A
and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this
Agreement shall prevail. Consultant further represents and warrants the Services shall comply
with any and all applicable laws, codes, rules and regulations. In the event the Services relate to
property owned by other federal, state or local governmental entities, or a public utility or other
third party, Consultant agrees to comply with any additional terms and conditions required by
applicable laws, codes, rules and regulations.
2) Compensation.
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County shall compensate Consultant for the performance of the Services in a sum computed and
payable in the manner set forth in Exhibit A ( "Compensation "). The Compensation for the
Services under this Agreement shall not exceed twenty three thousand dollars ($23,000). <-'`'
Consultant shall not be entitled to recover any reimbursable expenses or out of pocket costs under
this Agreement. The Compensation agreed to and set forth in Exhibit A shall be paid by County in
monthly progress payments equal to the total work performed by Consultant. An application for
payment shall cover a calendar month beginning on the 1 of the month and ending on the last day
of the month. An application for payment shall be submitted to County by Consultant by the 15
of the month following the month in which the Services are rendered and shall be accompanied by
invoices or other documentation as may be required by County. Consultant payment shall be paid
within thirty days of receipt of an invoice provided that all of Consultant's complete invoices and
insurance certificates on file with County are current. Original invoices with accompanying
support documentation should be forwarded to: Rachel Oys: Rachel.oys @eaglecounty.us.
3) Additional Services.
County shall have no responsibility for any additional services unless an amendment approving
such additional services is agreed to in writing by the parties. Failure by Consultant to obtain
written authorization and acknowledgement by County for additional services shall result in non-
payment for any such additional services or work performed.
4) Assignment & Sub - consultants.
Consultant acknowledges that County has entered into this Agreement in reliance upon the
particular reputation and expertise of Consultant. Consultant shall not enter into any sub -
consultant agreements for the performance of any of the Services without County's prior written
consent, which may be withheld in County's sole discretion. County shall have the right in its
reasonable discretion to approve all personnel assigned to the subject Project during the
performance of this Agreement and no personnel to whom County has an objection, in its
reasonable discretion, shall be assigned to the Project. Consultant shall require each sub -
consultant, as approved by County and to the extent of the Services to be performed by the sub -
consultant, to be bound to Consultant by the terms of this Agreement, and to assume toward
Consultant all the obligations and responsibilities which Consultant, by this Agreement, assumes
toward County.
5) Insurance.
Unless otherwise agreed to in writing by Consultant agrees to provide and maintain, at
Consultant's sole cost and expense, the following insurance coverage:
a) Types of Insurance.
i) Workers' Compensation with policy limits as required by law.
ii) Commercial Auto Coverage, with limits of not less than $1,000,000 each accident
combined Bodily Injury and Property Damage Liability insurance, including coverage for
owned, hired, and non -owned vehicles and shall list as Eagle County as an additional
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insured.
iii) Commercial General Liability, with limits of liability of not less than $1,000,000 per
occurrence; $1,000,000 for bodily injury and property damage liability; $1,000,000 for
personal injury; and $1,000,000 in annual aggregate limits. Consultant shall list County as
an additional insured.
6) Indemnification.
The Consultant shall indemnify and hold harmless County and any of its officers, agents and
employees against any losses, claims, damages or liabilities for which County or any of its
officers, agents, or employees may become subject to, insofar as any such losses, claims,
damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any
performance or nonperformance by Consultant or any of its subcontractors or subconsultants
hereunder; and Consultant shall reimburse County for any and all attorney fees, legal and other
expenses incurred by County in connection with investigating or defending any such loss,
claim, damage, liability or action. This indemnification shall not apply to claims by third
parties against the County to the extent that the County is solely liable to such third party for
such claims without regard to the involvement of the Consultant.
7) Ownership of Documents. All documents prepared by Consultant in connection with
Consultant's performance under this Agreement shall become the property of County and
Consultant shall execute written assignments to County of all rights (including common law,
statutory, and other rights, including copyrights) to the same as County shall from time to time
request. For purposes of this paragraph, the term "documents" shall mean and include all reports,
plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps
and work sheets produced, or prepared by or for Consultant (including any employee or
subcontractor in connection with the performance of the Services under this Agreement).
8) Notices.
All notices or other communications made pursuant hereto shall be in writing and shall be deemed
properly delivered, given or served (i) when personally delivered, or (ii) two (2) calendar days
after being deposited in the United States mail, certified or registered, postage prepaid, return
receipt requested, (iii) when delivered by FedEx or other comparable courier service, charges
prepaid, to the parties at their respective addresses listed below their signatures, or (iv) when sent
via facsimile transmission so long as the sending party can provide a facsimile machine
confirmation showing the date, time, and receiving facsimile number for the transmission. Either
party may change its address for the purposes of this paragraph by giving five (5) days prior
written notice of such change to the other party.
Eagle County Health and Human Services, 551 Broadway, Eagle CO 81631
Collage Creative, 3250 S. Marion Street, Englewood, CO 80113
9) Termination.
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County may terminate this Agreement, in whole or in part, for any reason, at any time, with or
without cause. Any such termination shall be effected by delivery to Consultant of a written
notice of termination specifying the date upon which termination becomes effective. In such
event, Consultant shall be compensated for all Services satisfactorily completed up to the date
of termination for such Services.
10) General Conditions.
a) Consultant represents that its professional personnel are, and covenants that its professional
personnel shall at all times remain, duly licensed as may be required by applicable law to perform
the Services within the applicable jurisdiction(s).
b) Consultant shall be responsible for the completeness and accuracy of the Services, including all
Services performed by sub - consultants and all supporting data and other documents prepared or
compiled in performance of the Services and shall correct, at its sole expense, all significant errors
and omissions therein. The fact that the Corporation has accepted or approved the Services shall not
relieve Consultant of any of its responsibilities. Consultant shall perform the Services in a skillful,
professional and competent manner and in accordance with the standard of care, skill and diligence
applicable to consultants, with respect to similar services, in this area at this time.
c) Consultant agrees to work in an expeditious manner, within the sound exercise of its judgment
and professional standards, in the performance of this Agreement. Time is of the essence with
respect to this Agreement. By executing the Agreement, Consultant confirms that the time
limitations set forth herein are reasonable period(s) for performing the Services.
d) This Agreement shall be construed and interpreted under and shall be governed and enforced
according to the domestic laws of the State of Colorado (without reference to the doctrine of
conflicts of law). Venue shall be in the Fifth Judicial District for the State of Colorado.
e) Consultant shall pay all taxes imposed by any federal, state or local taxing authority on all
payrolls and compensation of its employees and subcontractors and any other taxes, fees and charges
levied against Consultant on account of this Agreement.
f) Nothing contained in this Agreement shall be deemed to create a relationship of employer -
employee, master - servant, partnership, joint venture or any other relationship between County and
Consultant except that of independent contractor. Consultant shall have no authority to bind County,
or to approve any additional services, unless specifically approved by County in writing.
g) This Agreement contains the entire agreement between the parties with respect to the subject
matter hereof and supersedes all other agreements or understandings between the parties with respect
thereto.
h) This Agreement may not be amended or supplemented, nor may any obligations hereunder be
waived, except by a written instrument signed by the party to be charged.
i) Consultant shall not assign any portion of this Agreement without the prior written consent of
County.
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j) No failure or delay by either party in the exercise of any right given to such party hereunder shall
constitute a waiver thereof No waiver of any breach of any agreement or provision contained herein
shall be deemed a waiver of any preceding or succeeding breach thereof or of any other agreement or
provision contained herein.
k) The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision hereof.
1) Notwithstanding anything to the contrary contained in this Agreement, County
shall have no obligations under this Agreement, nor shall any payment be made by County in
respect of any period after December 31 of each calendar year during the term of this Agreement,
without an appropriation therefore by the County in accordance with a budget adopted by the
Board of County Commissioners in compliance with the provisions of Article 25 of Title 30 of the
Colorado Revised Statutes, the Local Government Budget Law and the TABOR Amendment of the
Colorado Constitution
m) If Consultant has any employees or subcontractors, Consultant shall comply with C.R.S. § 8-
17.5 -101, et seq., regarding Illegal Aliens — Public Contracts for Services, and this Contract. By
execution of this Contract, Consultant certifies that it does not knowingly employ or contract with
an illegal alien who will perform under this Contract and that Consultant will participate in the E-
verify Program or other Department of Labor and Employment program ( "Department Program ")
in order to confirm the eligibility of all employees who are newly hired for employment to perform
work under this Contract.
A. Consultant shall not:
(i) Knowingly employ or contract with an illegal alien to perform work under
this contract for services; or
(ii) Enter into a contract with a subcontractor that fails to certify to the
Consultant that the subcontractor shall not knowingly employ or contract
with an illegal alien to perform work under the public contract for services.
B. Consultant has confirmed the employment eligibility of all employees who are
newly hired for employment to perform work under this Contract through
participation in the E- verify Program or Department Program, as administered by
the United States Department of Homeland Security. Information on applying for
the E- verify program can be found at:
http:// www .dhs.gov /xprevprot/programs /gc 1185221678150.shtm
C. The Consultant shall not use either the E- verify program or other Department
Program procedures to undertake pre- employment screening of job applicants while
the public contract for services is being performed.
D. If the Consultant obtains actual knowledge that a subcontractor performing work
under the public contract for services knowingly employs or contracts with an
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illegal alien, the Consultant shall be required to:
(i) Notify the subcontractor and the County within three days that the
Consultant has actual knowledge that the subcontractor is employing or
contracting with an illegal alien; and
(ii) Terminate the subcontract with the subcontractor if within three days of
receiving the notice required pursuant to subparagraph (i) of the paragraph
(D) the subcontractor does not stop employing or contracting with the illegal
alien; except that the Consultant 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 Consultant shall comply with any reasonable request by the Department of
Labor and Employment made in the course of an investigation that the department
is undertaking pursuant to its authority established in C.R.S. § 8 -17.5- 102(5).
F. If a Consultant violates these prohibitions, the County may terminate the contract
for a breach of the contract. If the contract is so terminated specifically for a breach
of this provision of this Contract, the Consultant shall be liable for actual and
consequential damages to the County as required by law.
G. The County will notify the office of the Colorado Secretary of State if Consultant
violates this provision of this Contract and the County terminates the Contract for
such breach.
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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above
written.
EAGLE COUNTY, COLORADO
By and through its
COUNTY OF EAGLE, STATE OF
COLORADO, By and Through Its
COUNTY MANAGER
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By: _ Ai.
Keith Montag, County . nager
CONSULTANT
Insert consultant Info
By: ;me' __ s
Its: AsaZri 1 /
do 11ugGe 2-
STATE OF COLORADO )
/ ) ss
County of 1 r-i/24 v 'r )
The foregoing was acknowledged before me this 7 day of ,,/Lio ✓ , 20,145't by t/c�,f c,' F i N
Witness my hand and official seal.
My commission expires: g/, s /Z. , ✓�
"Notary Pu.lic
DANIEL W FLYNN
Notary Public
State of Colorado
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., •
EXHIBIT A
T Proposed Scope of Work for
Eagle County Health and Human Services
Submitted to Rachel Oys, Executive Director
creative Eagle County Health and Human Services
By Jill Conley, Collage Creative
(FEIN:20- 3805312)
October 18, 2011
Work Area #1: Inventory Existing Collateral, Identify Timeline Est. Est.
Col lateral Needs, Identify Data Sources Hours Cost
Meet with HHS staff to: Nov. 2011- 40 $3,400
• Review existing collateral materials (fact sheets, Jan. 2012
brochures, newsletters, PowerPoint
presentations, reports, logic models, etc) and
Identify product gaps and areas in need of
improvement.
• Review how aforementioned materials are
currently being used
• Identify key messages
• Identify key sources of relevant data and means
of accessing that data
• Identify which materials should be made available
in Spanish
Prepare report on findings and refine scope of work
based on findings. Note: This report will include
recommendations for creating and maintaining a
consistent look and feel in all materials across agency
subdivisions
TOTAL $3,400
Work Area #2: Logic Model Development and Design Timeline Est. Hours Est.
Cost
Meet with HHS staff to identify logic model: Nov. 2011- 45 $3,825
• Inputs Jan. 2012
• Functions /Activities
• Outputs /Participation
• Impact Outcomes (short- intermediate and long-
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term)
Develop and design logic models for:
• Overall HHS agency
• Children and Family Services Department
• Public Health Department
• Economic Services Department
Send to staff for review; revise each logic model
according to staff feedback
Provide final logic models in .eps, .jpg and .png file
formats
TOTAL $3
Work Area #3: Collateral Template Development and Timeline Est. Est.
Design Hours Cost
Develop three design templates with consistent look and Nov. 2011- 70 $5,950
feel for the following: Jan. 2012
• Custom PowerPoint presentations (including title
and content page designs and text and bullet
style sheets)
• Fact sheets
• General letterhead
• Reports
• Newsletters
• Brochures, rack cards or palm cards
• E- letters, announcements, invitation (likely using
Constant Contact or similar service)
Refine selected design based on staff feed back and
tweak to provide unique design element for each of the
following:
• Overall HHS agency
• Children and Family Services Department
• Public Health Department
• Economic Services Department
Depending on decisions made in Work Area #1 and
printing budget, develop custom pocket folder to use in
packaging collateral materials for presentations, grant
proposals and media and other events.
Coordinate printing and distribution of any products that
may require commercial printing
TOTAL ` $5,90
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Work Area #4: Fact Sheet Research, Writing and Timeline Est. Hours Est.
Design Cost
Working with information gathered in Work Area #1: Nov. 2011- 70 $5,950
Review existing data Jan. 2012
• Compare to other state and national data and
write topic introductions to illustrate the
importance of the issues being tackled by Eagle
County HHS
• Select most salient data points and put them in
user - friendly language
• Explain how Eagle County HHS is working to
address these topics
Develop and design up to two fact sheets for each of the
following (actual number to be driven by content and
need identified in Work Area #1):
• Overall HHS agency
• Children and Family Services Department
• Public Health Department
• Economic Services Department
Revise fact sheets based on staff feedback
Work with staff to select most compelling content for use
as boilerplate information for external communications
and grant writing purposes.
TOTAL $6,950
Work Area #5: Website Content Development Timeline Est. Hours Est.
Cost
Edit content previously submitted by program staff to Nov. 2011- 20 $1,700
ensure consistent style, tone and format Jan. 2012
Work with IT staff to provide new content in appropriate
and uniform format and identify content gaps
Develop new content where needed
TOTAL $1,
Work Area #6: Develop Plan for Utilizing Collateral Timeline Est. Hours Est.
Materials with Maximum Efficiency Cost
Develop guide that outlines: Nov. 2011- 20 $1,700
• Style and usage guidelines for maintaining Jan. 2012
consistency across communications channels
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ti
• How to reinforce key messages
• How to use specific graphic formats
• Strategies and opportunities for disseminating
materials (including calendar and event
opportunities)
• Potential earned media strategies for elevating
program and service visibility.
TOTAL $1,700
Travel, Meeting and Printing Expenses Timeline Est. Hours Est.
Cost
Travel to Eagle (including accommodations); printing full- Nov. 2011- N/A $ 475
color mockups for presentation to HHS staff; other Jan. 2012
meeting expenses.
TOTAL $ 475
TOTAL FOR ALL WORK AREAS $23,000
NOTES:
• Project work will begin upon instruction from Eagle County Health and Human Services.
• All work will be performed at Collage Creative's office.
• All work produced as part of this scope of work will be owned by Eagle County Health and Human
Services.
• Project work will be billed at an hourly rate of $85. Project total not to exceed $23,000.
• Project work will be billed monthly for work completed during the previous month.
3250 S. Marion Street • Englewood, CO 80113 • 303 - 761 -2119 • jillcon @aol.com
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