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HomeMy WebLinkAbout24-123 Approving a Services Agreement With Policy Confluencei 1U'9 1 i B i 1;;pp WHEREAS, Policy Confluence Inc. ("Polco") is an online community engagement platform which provides tools such as annual surveys, polls, real-time feedback, strategic planning and performance measures with the goals of promoting transparency, empowerment and inclusivity within a community in a form that protects participants privacy; and WHEREAS, the Town desires to contract with Polco for certain subscription services which includes modules such as Engage and Assess, which include an online survey platform and one iteration of the national community survey with Spanish translation, and optional features include benchmark comparisons and in -person presentation of results; and WHEREAS the Board of Trustees finds that Polco's services will be of benefit to both the Town and its citizens. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Services Agreement between the Town of Firestone and Policy Confluence Inc. is approved in substantially the same form as the copy attached hereto and made a part of this resolution and the Mayor is authorized to execute the Agreement on behalf of the Town. INTRODUCED, READ AND ADOPTED this 1 ay of L`, 2024. RADO Jr, A Missy Carranco, Deputy Town Clerk APPROVED AS TO FO William P. a as i, o ttorney 'TOWN AL IT'. fees, costs, and expenses. Consultant may submit periodic invoices, which shall be paid by the Town within 30 days of receipt. A. Consultant hereby warrants that it is qualified to assume the responsibilities and render the services described herein and has all requisite corporate authority and professional licenses in good standing, required by law. The work performed by Consultant shall be in accordance with generally accepted professional practices and the level of competency presently maintained by other practicing professional firms in the same or similar type of work in the applicable community. The work and services to be performed by Consultant hereunder shall be done in compliance with applicable laws, ordinances, rules and regulations, including the preference for Colorado Labor set forth in C.R.S. Article 17 Title 8. B. The Town's review, approval or acceptance of, or payment for any services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. C. Because the Town has hired Consultant for its professional expertise, Consultant agrees not to employ Sub -Consultants to perform any work except as expressly set forth in the Scope of Services. A. Permanent access of any results, reports, items, and work specified in the Scope of Services, and any and all related documentation and materials provided or developed by Consultant shall be granted to the Town. All data collected or generated by the Consultant shall be owned exclusively by the Consultant. The Consultant reserves the right to use the data for any purpose, including but not limited to improving the software platform, conducting research, and developing new products and services. The Consultant may disclose the data to third parties, provided that such disclosure is done in accordance with applicable laws and regulations, and is necessary to provide services to the customer. Upon termination of this agreement, the Consultant shall retain ownership of the data. The Town may, with respect to all or any portion of such work, use, publish, display, , distribute, destroy, alter, retouch, modify, adapt, translate, or change such work without providing notice to or receiving consent from Consultant. B. If the Town reuses or makes any modification to Consultant's designs, documents or work product without the prior written authorization of Consultant, the Town agrees, to the fullest extent permitted by law, to release the Consultant, its officers, directors, employees and sub -Consultants from all claims and causes of action arising from such uses, and shall to the extent permitted by law indemnify and hold them harmless from all costs and expenses, including the cost of defense, related to claims and causes of action to the extent such costs and expenses arise from the Town's modification or reuse of the documents. C. The Town expressly acknowledges and agrees that the documents and data to be provided by Consultant under the Agreement may contain certain design details, features and concepts from the Consultant's own practice detail library, which collectively may form portions of the design for the Project, but which separately, are, and shall remain, the sole and exclusive property of Consultant. Nothing herein shall be construed as a limitation on the Consultant's right to re -use such component design details, features and concepts on other projects, in other contexts or for other clients. Page 2 of 6 £.2hi�s'k FIRESTONE Consultant is an independent Consultant, Notwithstanding any other provision of this Agreement, all personnel assigned by Consultant to perform work under the terms of this Agreement shall be, and remain at all times, employees or agents of Consultant for all purposes. Consultant shall make no representation that it is a Town employee for any purposes. A. Consultant agrees to procure and maintain, at its own cost, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by Consultant pursuant to this Agreement. At a minimum, the Consultant shall procure and maintain, and shall cause any Sub -Consultant to procure and maintain, the insurance coverages listed below, with forms and insurers acceptable to the Town. 1. Workers Compensation insurance as required by law. 2. Commercial General Liability insurance with minimum combined single limits of $1,000,000 each occurrence and $2,000,000 general aggregate. The policy shall be applicable to all premises and operations and shall include coverage for bodily injury, broad form property damage, personal injury (including coverage for contractual and employee acts), blanket contractual, products, and completed operations. The policy shall contain a severability of interests provision, and shall include the Town and the Town's officers, and employees, Consultant as additional insureds. No additional insured endorsement shall contain any exclusion for bodily injury or property damage arising from completed operations. 3. Professional liability insurance with minimum limits of $1,000,000 each claim and $2,000,000 general aggregate. B. Such insurance shall be in addition to any other insurance requirements imposed by law. The coverages afforded under the policies shall not be canceled, terminated or materially changed without at least 30 days prior written notice to the Town. In the case of any claims -made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. Any insurance carried by the Town, its officers, and its employees Consultant shall be excess and not contributory insurance to that provided by Consultant. Consultant shall be solely responsible for any deductible losses under any policy. C. Consultant shall provide to the Town a certificate of insurance as evidence that the required policies are in full force and effect. The certificate shall identify this Agreement. A. Consultant agrees to indemnify and hold harmless the Town and its officers, insurers, volunteers, representative, agents, employees, heirs and assigns from and against all claims, liability, damages, losses, expenses and demands, including attorney fees, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this Agreement if such injury, loss, or damage is caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, recklessness or other fault of Consultant, any Sub -Consultant of Consultant, or any officer, employee, representative, or agent of Consultant, or which arise out of a worker's compensation Page 3 of 6 ig FIRESTONE claim of any employee of Consultant or of any employee of any Sub -Consultant of Consultant. Consultant's liability under this indemnification provision shall be to the fullest extent of, but shall not exceed, that amount represented by the degree or percentage of negligence or fault attributable to Consultant, any Sub -Consultant of Consultant, or any officer, employee, representative, or agent of Consultant or of any Sub -Consultant of Consultant. B. If Consultant is providing architectural, engineering, surveying or other design services under this Agreement, the extent of Consultant's obligation to indemnify and hold harmless the Town may be determined only after Consultant's liability or fault has been determined by adjudication, alternative dispute resolution or otherwise resolved by mutual Agreement between the Parties, as provided by C.R.S. § 13-50.5-102(8)(c). A. Change Order is a written instrument issued after execution of the Agreement signed by Town and Consultant, stating their Agreement, as applicable, upon all of the following: 1. The scope of the change in the Work; 2. The amount of the adjustment to the Contract Price and 3. The extent of the adjustment to the Contract Times(s). B. All changes in the Work authorized by the applicable Change Order shall be performed under the applicable conditions of the Contract Documents. Town and Consultant shall negotiate in good faith and as expeditiously as possible the appropriate adjustment of such changes. X. MISCELLANEOUS A. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Weld County, Colorado. B. No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by the Town shall not constitute a waiver of any of the other terms or obligations of this Agreement. C. Inte ration. This Agreement constitutes the entire Agreement between the Parties, superseding all prior oral or written communications. D. Third Parties. There are no intended third -party beneficiaries to this Agreement. E. Notice, Any notice under this Agreement shall be in writing and shall be deemed sufficient when personally presented or sent pre -paid, firstclass United States Mail to the Party at the address set forth on the first page of this Agreement. F. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect. G. Modification. This Agreement may only be modified upon written Agreement of the Parties. H. Assignment Neither this Agreement nor any of the rights or obligations of the Parties shall be assigned by either Party without the written consent of the other. I. Governmental Immunity. The Town and its officers, and employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any Page 4 of 6 other rights, immunities or protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as amended, or otherwise available to the Town and its officers, attorneys or employees. J. Rights and Remedies. The rights and remedies of the Town under this Agreement are in addition to any other rights and remedies provided by law, The expiration of this Agreement shall in no way limit the Town's legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively performed. K. Subject to Annual Appropriation. Consistent with Article X, § 20 of the Colorado Constitution, any financial obligation of the Town not performed during the current fiscal year is subject to annual appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement, debt or liability beyond the current fiscal year. L. Representative Authority. Each person signing this Agreement represents and warrants that he or she is duly authorized and has the legal capacity to execute the Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. Don is William P. Hayashi, Town 1 rney POLICY CONFLUENCE, INC. (POLCO) DocuSigned by: (� `7. ,0'iwcfG NOV-19-2024 By. F48Z1R2R2?R1dRR. Sonya Wytinck, COO Page 5 of 6 This scope covers the continuation of the Town of Firestone Polco subscription from January 1, 2025 to December 31, 2026 (2 -Year Term). Base Package: Polco Engage Module (All) + Assess Module The National Community Survey (NCS). $18,500/2 -Years • Engage Module — unlimited surveys, polls, and live events for resident input and measuring resident satisfaction on a variety of livability topics. • Assess Module — single assessment iteration The National Community Survey (The NCS). 3,000 household sample size. Spanish translation included, Deliverables: • National Community Survey Report of Results Balancing Act Simulation & Taxpayer Receipt - $4,000/Year for 2 -Years Alternate Add-Ons: Half Page of Custom Questions - $2,800/2 -Years Custom Benchmark Comparisons - $1,500/2 -Years In -Person Presentation of Results (Local) -'$4,500/2-Years Expanded Outreach- 2k Additional Households in Sample - $6,000/2 -Years Page 6 of 6