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HomeMy WebLinkAbout14673RESOLUTION NO. 14673 A RESOLUTION AWARDING AN AGREEMENT FOR PROFESSIONAL SERVICES TO BLACK FOX VISUALS FOR BID 21-047 PROFESSIONAL VIDEOGRAPHER SERVICES FOR PUEBLO FOOD PROJECT, AND AUTHORIZING THE PURCHASING AGENT TO EXECUTE SAME WHEREAS, competitive bids for Bid 21-047 RFP Professional Videographer Services for Pueblo Food Project, have been received and examined; WHEREAS, the proposal from Black Fox Visuals, a Colorado corporation, was the lowest of those bids determined to be responsive, and the Committee of Awards recommends to the City Council that it authorize Bid 21-047 to be performed; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. City Council authorizes Bid 21-047 RFP Professional Videographer Services for Pueblo Food Project to be performed, and the agreement for said project is hereby approved and awarded to Black Fox Visuals, LLC. SECTION 2. Funds for Bid 21-047 in the amount of $9,970.00 shall be expended from Project No. CI2014. SECTION 3. The Purchasing Agent is hereby authorized to execute said agreement on behalf of the City of Pueblo, a Colorado Municipal Corporation, and the City Clerk shall affix the seal of the City thereto and attest the same. SECTION 4. The officers and staff of the City are authorized to perform any and all acts consistent with the intent of this Resolution and the agreement to effectuate the transactions described therein. SECTION 5. This Resolution shall become effective immediately upon passage and approval. INTRODUCED August 9, 2021 BY: Ed Brown MEMBER OF CITY COUNCIL APPROVED: PRESIDENT OF CITY COUNCIL ATTESTED BY: CITY CLERK City Clerk’s Office Item # M-4 Background Paper for Proposed Resolution COUNCIL MEETING DATE: August 9, 2021 TO: President Lawrence W. Atencio and Members of City Council CC: Nicholas A. Gradisar, Mayor VIA: Marisa Stoller, City Clerk FROM: Monique Marez, Pueblo Food Project Coordinator SUBJECT: A RESOLUTION AWARDING AN AGREEMENT FOR PROFESSIONAL SERVICES TO BLACK FOX VISUALS FOR BID 21-047 PROFESSIONAL VIDEOGRAPHER SERVICES FOR PUEBLO FOOD PROJECT, AND AUTHORIZING THE PURCHASING AGENT TO EXECUTE SAME SUMMARY: This Resolution awards an Agreement for Professional Services to Black Fox Visuals for professional videographer services for the Pueblo Food Project. PREVIOUS COUNCIL ACTION: Not applicable to this Resolution. BACKGROUND: In June of 2021, the City of Pueblo solicited Requests for Proposals from qualified videographers to develop a video series highlighting local food support programs, as directed by the Pueblo Food Project. This is aligned with the Pueblo Food Project’s strategic plan to increase the amount of fresh food in the community. The video series will educate the community on food programs that are available in an effort to reduce ambiguity and the negative stigma around such programs. FINANCIAL IMPLICATIONS: The cost for services will be paid from Project No. CI2014 in the amount of $9,970.00. BOARD/COMMISSION RECOMMENDATION: Not Applicable to this Resolution. STAKEHOLDER PROCESS: Not Applicable to this Resolution. ALTERNATIVES: Denial of this Resolution will result in the City being unable to proceed with the agreement. RECOMMENDATION: Approval of the Resolution. Attachments: Proposed Resolution, Agreement for Professional Services AGREEMENT FOR PROFESSIONAL SERVICES BY AND BETWEEN CITY OF PUEBLO AND BLACK FOX VISUALS THIS AGREEMENT is made and entered into on this 16th day of August,2021,by and between the City of Pueblo, a Colorado Municipal Corporation (hereinafter referred to as "Client") and Black Fox Visuals, a Colorado General Partnership,(hereinafter referred to as"Consultant")for Consultant to render professional services for Client with respect to Bid 21-047 RFP- Professional Vidoegrapher Services for Pueblo Food Project and related ancillary services, hereinafter referred to as the "Project." In consideration of the mutual covenants hereinafter set forth, the parties agree as follows: SECTION 1. GENERAL AND SCOPE OF SERVICES. (a) Consultant shall satisfactorily perform the professional consulting services for the Project described in more detail in Schedule 1 attached hereto and incorporated herein by reference(the"Basic Services"). Such services shall include all usual and customary professional consulting services in connection with its work on the Project.In the event this Agreement follows the selection of Consultant by Client pursuant to a Request for Proposals(RFP),all of the requirements of that RFP and Addenda Nos. 1-2 are incorporated herein by reference, unless any requirement is expressly excluded in Schedule 1. (b) To the extent Consultant performs any of the Project work through subcontractors or subconsultants, Consultant shall be and remain as fully responsible for the full performance and quality of services performed by such subcontractors or subconsultants as it is for services performed directly by Consultant or Consultant's employees. (c) To the extent Consultant requires access to private property to perform its services hereunder, Consultant shall be required to make arrangements to obtain such access. However, in the event Client has already secured access for Consultant to any such property through a right of entry agreement, access agreement, letter of consent or other instrument,Consultant shall fully comply with and be subject to the terms and conditions set forth therein. A copy of any such instrument will be provided to Consultant upon request. SECTION 2. CONSULTANT'S RESPONSIBILITIES. (a) Consultant shall be responsible for the professional quality,technical accuracy and timely completion of Consultant's work,including that performed by Consultant's subconsultants and subcontractors,and including reports and other services,notwithstanding Client's initial acceptance of same. (b) Consultant shall be responsible,in accordance with applicable law,to Client for all loss or damage to Client caused by Consultant's negligent act or omission;and Consultant hereby irrevocably waives and excuses Client and Client's attorneys from compliance with any requirement to obtain a certificate of review as a condition precedent to commencement of an action,including any such requirements set forth in Section 13-20-602,C.R.S.or similar statute, whether now existing or hereafter enacted. (c) Consultant shall be completely responsible for the safety of Consultant's employees in the execution of work under this Agreement and shall provide all necessary safety and protective equipment for said employees. (d) Consultant acknowledges that time is of the essence with respect to the completion of its services under this Agreement. Consultant represents that Schedule 3 attached hereto is the schedule by which Consultant proposes to accomplish its work,with time periods for which it will commence and complete each major work item. Except to the extent the parties agree to time extensions for delays beyond the control of Consultant,Consultant shall adhere to this schedule and perform its work in a timely manner so as not to delay Client's timetable for achievement of interim tasks and final completion of Project work. Consultant further acknowledges that its schedule has accounted for all reasonably anticipated delays, including those inherent in the availability of labor and equipment required for the work,the availability of information which must be obtained from any third parties,and all conditions to access to public and private facilities. Bid 21-047 Page 1 of 22 (e) Before undertaking any work or incurring any expense which Consultant considers beyond or in addition to the Scope of Work described in Schedule 1 or otherwise contemplated by the terms of this Agreement, Consultant shall advise Client in writing that(i)Consultant considers the work beyond the scope of this Agreement,(ii) the reasons that Consultant believes the out of scope or additional work should be performed, and(iii)a reasonable estimate of the cost of such work. Consultant shall not proceed with any out of scope or additional work until authorized in writing by Client. The compensation for such authorized work shall be negotiated,but in the event the parties fail to negotiate or are unable to agree as to compensation, then Consultant shall be compensated for its direct costs and professional time at the rates set forth in Schedule 2 attached hereto. SECTION 3. FEES FOR SERVICES; PAYMENT. (a) Client will pay to Consultant as full compensation for all services required to be performed by Consultant under this Agreement,except for services for additional work or work beyond the scope of this Agreement, the maximum sum of U.S.$9,970.00,computed as set forth in Schedule 2. (b) Consultant shall submit periodic, but not more frequently than monthly,applications for payment, aggregating to not more than the maximum amount set forth above,for actual professional services rendered and for reimbursable expenses incurred. Applications for payment shall be submitted based upon the hourly rates and expense reimbursement provisions set forth in Schedule 2 attached hereto and shall contain appropriate documentation that such services have been performed and such expenses incurred. Thereafter,Client shall pay Consultant for the amount of the application within 45 days of the date such application is received. (c) No separate or additional payment shall be made for profit, overhead, local telephone expenses, lodging,routine photocopying,computer time,secretarial or clerical time or similar expenses unless otherwise provided and listed in Schedule 2. (d) No compensation shall be paid to Consultant for services required and expenditures incurred in correcting Consultant's mistakes or negligence. (e) Compensation for authorized work beyond the scope of this Agreement shall be governed by the provisions of Section 2(e). (f) In the event services under this Agreement are phased and to be performed in more than one fiscal year or are subject to annual appropriation, Consultant acknowledges that funds only in the amount of initial appropriation are available and it shall confirm availability of funds before proceeding with work exceeding initial and subsequent annual appropriations. SECTION 4. CLIENT'S RESPONSIBILITIES. (a) Client agrees to advise Consultant regarding Client's Project requirements and to provide all relevant information,data and previous reports accessible to Client which Consultant may reasonably require. (b) Client shall designate a Project Representative to whom all communications from Consultant shall be directed and who shall have limited administrative authority on behalf of Client to receive and transmit information and make decisions with respect to the Project. Said representative shall not,however,have authority to bind Client as to matters of governmental policy or fiscal policy,nor to contract for additions or obligations exceeding a value which is the lesser of$5,000.00 or 5%of the maximum contract price. (c) Client shall examine all documents presented by Consultant,and render decisions pertaining thereto within a reasonable time. The Client's approval of any reports, documents or other materials or product furnished hereunder shall not in any way relieve Consultant of responsibility for the professional adequacy of its work. Bid 21-047 Page 2 of 22 (d) Client shall perform its obligations and render decisions within a reasonable time under the circumstances presented. Based upon the nature of Client and its requirements,a period of 14 days shall be presumed reasonable for any decision not involving policy decision or significant financial impact, when all information reasonably necessary for Client to responsibly render a decision has been furnished. A period of 46 days shall be presumed reasonable for Client to act with respect to any matter involving policy or significant financial impact. The above periods of presumed reasonableness shall be extended where information reasonably required is not within the custody or control of Client but must be procured from others. SECTION 5.TERM AND TERMINATION (a) Term. The term of this Agreement begins on the Effective Date and ends on November 15,2021, unless sooner terminated in accordance with this Agreement. City reserves the right to extend the term of this Agreement by written acceptance of both parties as based Schedule 1,Section 2.4. (a) Fund Appropriation. This agreement is expressly made subject to the limitations of the Colorado Constitution. Nothing herein shall constitute, nor be deemed to constitute,the creation of a debt or multi-year fiscal obligation or an obligation of future appropriations by the City Council of Pueblo, contrary to Article X, §20 of the Colorado Constitution or any other constitutional, statutory or charter debt limitation. Notwithstanding any other provision of this agreement,with respect to any financial obligation of City which may arise under this agreement in any fiscal year after the current year, in the event the budget or other means of appropriations for any such year fails to provide funds in sufficient amounts to discharge such obligation,such failure shall not constitute a default by or breach of this agreement. The termination of this Agreement due to lack of funding shall be without penalty to the City. (c) Client reserves the right to terminate this Agreement and Consultant's performance hereunder,at any time upon written notice,either for cause or for convenience. Upon such termination,Consultant and its subcontractors shall cease all work and stop incurring expenses,and shall promptly deliver to Client all data,reports,plans,calculations, summaries and all other information,documents,work product and materials as Consultant may have accumulated in performing this Agreement,together with all finished work and work in progress. (d) Upon termination of this Agreement for events or reasons not the fault of Consultant,Consultant shall be paid at the rates specified in Schedule 2 for all services rendered and reasonable costs incurred to date of termination; together with any reasonable costs incurred within 10 days of termination provided such latter costs could not be avoided or were incurred in mitigating loss or expenses to Consultant or Client. In no event shall payment to Consultant upon termination exceed the maximum compensation provided for complete performance in Section 3(a). (e) In the event termination of this Agreement or Consultant's services is for breach of this Agreement by Consultant,or for other fault of Consultant including but not limited to any failure to timely proceed with work,or to pay its employees and consultants,or to perform work according to the highest professional standards,or to perform work in a manner deemed satisfactory by Client's Project Representative, then in that event, Consultant's entire right to compensation shall be limited to the lesser of(a)the reasonable value of completed work to Client or(b)payment at the rates specified in Schedule 2 for services satisfactorily performed and reimbursable expenses reasonably incurred,prior to date of termination. (f) Consultant's professional responsibility for its completed work and services shall survive any termination. SECTION 6. SITE ACCESS. In the event the Project will require access to property not under the control of Client, Consultant and Consultant's employees and consultants shall obtain all additional necessary approval and clearances required for access to such property. Client shall assist Consultant in obtaining access to such property at reasonable times but makes no warranty or representation whatsoever regarding access to such property. Notwithstanding the foregoing,Consultant understands and agrees that entry to some property by Consultant may be subject to compliance by Consultant with the terms and conditions of an access agreement in accordance with section 1(c)of this Agreement. Bid 21-047 Page 3 of 22 SECTION 7. USE OF DOCUMENTS. (a) Data, plans, reports and all other documents prepared or provided by Consultant hereunder shall become the sole property of Client,subject to applicable federal grant requirements,and Client shall be vested with all rights therein of whatever kind or nature and however created,whether by common law,statute or equity. Client shall have access at all reasonable times to inspect and make copies of all notes, plans,reports and all other data or other documents pertaining to the work to be performed under this Agreement. In no event shall Consultant publish work product developed pursuant to this Agreement except(i)with advance written consent of Client,which consent may be granted or withheld in Client's sole and absolute discretion and(ii) in full compliance with the requirements of this Agreement and applicable federal regulations. SECTION 8. INSURANCE AND INDEMNITY. (a) Consultant agrees that it shall procure and will maintain during the term of this Agreement, such insurance as will protect it from claims under workers' compensation acts, claims for damages because of personal injury including bodily injury, sickness or disease or death of any of its employees or of any person other than its employees,and from claims or damages because of injury to or destruction of property including loss of use resulting therefrom;and such insurance will provide for coverage in such amounts as set forth in subparagraph(b). (b) The minimum insurance coverage which Consultant shall obtain and keep in force is as follows: (i) Workers'Compensation Insurance complying with statutory requirements in Colorado and in any other state or states where the work is performed. The Workers' Compensation Insurance policy shall contain an endorsement waiving subrogation against the Client. (ii) Commercial General Liability Insurance. The Consultant shall secure and maintain during the period of this agreement/contract and for such additional time as work on the project is being performed, Commercial General Liability Insurance issued to and covering the liability of the contractor with respect to all work performed by him and all his subcontractors under the agreement/ contract, to be written on a comprehensive policy form. This insurance shall be written in amounts not less than $1,000,000 for each occurrence and aggregate for personal injury including death and bodily injury and $1,000,000 for each occurrence and aggregate for property damage. This policy of insurance shall name the City of Pueblo, its agents,officers and employees as additional insureds. This policy shall have all necessary endorsements to provide coverage without exclusion for explosion and collapse hazards,underground property damage hazard, blanket contractual coverage,as well as Owner's and Contractor's Protective Liability(OCP)coverage. The policy shall also provide coverage for contractual liability assumed by Contractor under the provisions of the Agreement/Contract,and"Completed Operations and Projects Liability"coverage.Said Commercial General Liability Insurance policy shall contain an endorsement waiving subrogation against the Client. (iii) Professional Liability Insurance with coverage of not less than $1,000,000, and with a deductible of not more than$15,000. (iv) Comprehensive Automobile Liability Insurance. The Consultant shall procure and maintain during the period of the agreement/contract and for such additional time as work on the project is being performed, Comprehensive Automobile Liability Insurance. This insurance shall be written with limits of liability for and injury to one person in any single occurrence of not less than$350,000 and for any injury to two or more persons in any single occurrence of not less than $1,000,000. This insurance shall include uninsured/underinsured motorist coverage and shall protect the Consultant from any and all claims arising from the use both on and off the site of the project of automobiles,trucks,tractors,backhoes and similar equipment whether owned, leased,hired or used by Consultant. (c) Consultant agrees to hold harmless,defend and indemnify Client from and against any liability to third parties, arising out of negligent acts or omissions of Consultant,its employees,subcontractors and consultants. Bid 21-047 Page 4 of 22 SECTION 9. SUBCONTRACTS. (a) Client acknowledges that Consultant is the prime contractor and the only party with whom Client has a contractual relationship under this Agreement. To the extent Consultant performs any Project activities through subconsultants or subcontractors,Consultant shall contractually bind each of its subconsultants and subcontractors by subcontract agreement to all of the terms of this Agreement which are for the benefit of Client, and Client shall be a third-party beneficiary of those subcontract provisions. (b) Consultant shall indemnify and defend Client from all claims and demands for payment for services provided by subcontractors of Consultant. (c) Consultant acknowledges that,due to the nature of the services to be provided under this Agreement, the Client has a substantial interest in the personnel and consultants to whom Consultant assigns principal responsibility for services performed under this Agreement. Consequently,Consultant represents that it has selected and intends to employ or assign the key personnel and consultants identified in its proposal submitted to Client prior to execution of this Agreement to induce Client to enter this Agreement. Consultant shall not change such consultants or key personnel except after giving notice of a proposed change to Client and receiving Client's written consent thereto. Consultant shall not assign or reassign Project work to any person to whom Client has reasonable objection. SECTION 10. REQUIRED FEDERAL PROVISIONS. (a) Consultant understands that Client may be funding the Project in whole or part with funds provided by the Implementation Grant for Community Food Systems Development by the Colorado Health Foundation. Consultant agrees it is subject to and shall comply with all applicable provisions of said Implementation Grant Act under which the contract award has been made,and applicable regulations. (b) Consultant shall comply with all applicable Federal,State,and local laws applicable to its activities. (c) All records with respect to any matters covered by this Agreement shall be available for inspection by Client and Colorado Health Foundation at any time during normal business hours and as often as Client and Colorado Health Foundation deem necessary, to audit, examine and make excerpts or transcripts of relevant information, and otherwise to perform its official functions or duties. (d) A copy of the Colorado Health Foundation Grant paperwork is attached as Schedule 4. SECTION 11. MISCELLANEOUS. (a) Notices. Any and all notices or other communications required or permitted by this Agreement or by law to be served on or given to either Consultant or Client by the other party shall be in writing and shall be deemed duly served and given when personally delivered to the party to whom it is directed,or in lieu of such personal service,when deposited in the United States mail,first-class postage prepaid,addressed to the Client,City of Pueblo Mayor's Office, Attn: Monique Marez, #1 City Hall Place, Pueblo, CO 81003 or to Consultant at Black Fox Visuals, Attn: Marco Contreras,2555 Lyncrest Drive,Colorado Springs,CO 80918. Either party may change his address for the purpose of this paragraph by giving written notice of such change to the other party in the manner provided in this paragraph. (b) Entire Agreement. This instrument contains the entire agreement between Consultant and Client respecting the Project,and any other written or oral agreement or representation respecting the Project or the duties of either Client or Consultant in relation thereto not expressly set forth in this instrument and its attachments is null and void.In the case of any conflict between the terms of this Agreement for Professional Services and terms of Schedule 1 or any other attachment hereto,the terms of this Agreement shall govern. (c) Successors and Assigns. This Agreement shall be binding on the parties hereto and on their successors and assigns; provided,however,neither this Agreement,nor any part thereof,nor any moneys due or to become due hereunder to Consultant may be assigned by it without the written consent of Client,which consent may be withheld in Client's sole and absolute discretion.Any assignment or attempted assignment in violation of this subsection shall be void. Bid 21-047 Page 5 of 22 (d) Amendments. No amendment to this Agreement shall be made nor be enforceable unless made by written amendment signed by an authorized representative of Consultant and by Client in accordance with the requirements of Section 4(b)of this Agreement or upon authorization of Client's governing board. (e) Choice of Law. This Agreement shall be governed and interpreted in accordance with the laws of the State of Colorado. Any unresolved dispute arising from or concerning any breach of this Agreement shall be decided in a state court of competent jurisdiction located in Pueblo,Colorado. (f) Equal Employment Opportunity. In connection with the performance of this Agreement, neither Consultant nor its consultants shall discriminate against any employee or applicant for employment because of race, color, religion, sex,national origin, disability,gender orientation or age. Consultant shall endeavor to insure that its employees are treated during employment without regard to their race,color,religion,sex,national origin,disability, gender orientation or age. (g) Severability. If any provision of this Agreement,except for Section 2, is determined to be directly contrary to and prohibited by law or the requirements of any federal grant or other Project funding source,then such provision shall be deemed void and the remainder of the Agreement enforced. However,it is the intent of the parties that Section 2 of this Agreement not be severable,and that if any provision of said section be determined to be contrary to law or the terms of any federal grant,then this entire Agreement shall be void. SECTION 12. STATE-IMPOSED MANDATES PROHIBITING ILLEGAL ALIENS FROM PERFORMING WORK (a) At or prior to the time for execution of this Agreement(which may be referred to in this section as this "Contract"),Consultant(which may be referred to in this section as"Contractor")shall submit to the Purchasing Agent of City its certification that it does not knowingly employ or contract with an illegal alien who will perform work under this Contract and that the Contractor will participate in either the"E-Verify Program"created in Public Law 208, 104`h Congress,as amended and expanded in Public Law 156, 108`h Congress,as amended,that is administered by the United States Department of Homeland Security or the"Department Program"established pursuant to§8-17.5-102(5)(c)C.R.S. that is administered by the Colorado Department of Labor and Employment in order to confirm the employment eligibility of all employees who are newly hired for employment to perform work under this Contract. (b) Contractor shall not: (I) Knowingly employ or contract with an illegal alien to perform work under this contract; (II) Enter into a contract with a subconsultant that fails to certify to Contractor that the subconsultant shall not knowingly employ or contract with an illegal alien to perform work under this Contract. (c) The following state-imposed requirements apply to this contract: (I) The Contractor shall have confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Contract through participation in either the E-Verify Program or Department Program. (II) The Contractor is prohibited from using either the E-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Contract is being performed. (III) If the Contractor obtains actual knowledge that a subcontractor or subconsultant performing work under this Contract knowingly employs or contracts with an illegal alien,the Contractor shall be required to: A. Notify the subconsultant and the Client's Purchasing Agent within three(3)days that the Contractor has actual knowledge that the subcontractor/subconsultant is employing or contracting with an illegal alien;and Bid 21-047 Page 6 of 22 B. Terminate the subcontract with the subcontractor/subconsultant if within three(3) days of receiving the notice required pursuant to subparagraph (c)(111)A. above the subcontractor/subconsultant does not stop employing or contracting with the illegal alien;except that the Contractor shall not terminate the contract with the subcontractor/subconsultant if, during such three (3) days, the subcontractor/subconsultant provides information to establish that the subcontractor/subconsultant has not knowingly employed or contracted with an illegal alien. (IV) The Contractor is required to comply with any reasonable request by the Colorado Department of Labor and Employment (hereinafter referred to as "CDLE") made in the course of an investigation that CDLE is undertaking pursuant to its authority under §8-17.5-102(5),C.R.S. (d) Violation of this Section 12 by the Contractor shall constitute a breach of contract and grounds for termination. In the event of such termination, the Contractor shall be liable for Client's actual and consequential damages. (e) As used in this Section 12, the terms "subcontractor" and "subconsultant" shall mean any subconsultant or subcontractor of Consultant rendering services within the scope of this Agreement. SECTION 13. PERA LIABILITY Consultant shall reimburse the City for the full amount of any employer contribution required to be paid by the City of Pueblo to the Public Employees'Retirement Association("PERA")for salary or other compensation paid to a PERA retiree performing contracted services for the City under this Agreement. The Consultant shall complete the PERA Questionnaire and submit the form to Client as part of the signed Agreement. IN WITNESS WHEREOF,the parties hereto have made and executed this Agreement as of the day and year first above written. CITY OF PUEBLO, Black Fox Visuals A MUNICIPAL CORPORATION Y Naomi C. Hedden,Director of Purchasin!0 treras,Co-Owner 7 , Attest: �..�L, ' City Clerk ti [SEAL ] BALANCE OF APPROPRIATION EXISTS FOR THIS CONTRACT AND FUNDS ARE AVAILABLE. Director of'Financcy APPROVED AS TO FORM: > 1u `` l< CJ City Attorney Bid 21-047 Page 7 of 22 SCHEDULE 1 Scope of Services Excerpt from Request for Proposal dated June 18, 2021, Section 2.3-2.4 2.3 Scone of Service: The Consultants will be required to provide all professional services necessary to complete the projects which will consist of(but are not limited to) recording, compiling, reviewing footage, editing, necessary graphic design, and delivery of requested file types. Work for the project shall include the following: • Provide staff and services needed to complete the project • Work with the Project Manager to develop a schedule for production,editing,and finalization,etc. • Production/Recording of Program Videos: Produce up to eight(8)short videos in English and eight(8)short videos in Spanish on the following topics: o Supplemental Nutrition Assistance Program(SNAP) a. What is it and how to enroll b. How to use your benefits o Women Infants and Children Program (WIC) a. What is it and how to enroll b. How to use your benefits o Double Up Food Bucks Program(Double Up) a. What is it and how to use it o Mobile Food Pantries a. What guests can expect b. What volunteers can expect o Note: The Pueblo Food Project will providing scripts and actors for the videos. The selected Consultant will be encouraged to provide feedback on the existing storyboards and shot plans;however,Consultant is not required to develop the actual scene content. • Attend meetings and record sessions as necessary with City staff throughout the project 2.4 Term of Asreement The term of this Agreement shall be for three(3)consecutive months. The Scope of Service and Fee Schedule shall become part of the Service Agreement, whether in whole or by reference, and binding between the City and the Proposer. All fees shall remain fixed for the term of the agreement. In the event the City exercises the provision to extend the agreement after the initial term,requests for annual increases in fees may not exceed three percent(3%)or the prior year's United States Bureau of Labor Statistics Consumer Price Index(CPI),whichever of the two options is lower. Bid 21-047 Page 8 of 22 SCHEDULE 2 Fee Schedule Excerpt from Consultant's Proposal Submittal dated July 9, 2021, Pages 10-11 Ilk MACK PDX VISUALS Pueblo Food Project Fee Schedule 24-047111 FEE SCHEDULE BREAKDOWN PRODUCTION Editing +Post Production Video Concept 1-8 Video Concept 1-8 225•.rs each, 250 cac^ $933.75 531250 $933.75 = 8 31250 8 *NOT TO EXCEED LIMIT* 10 + + Bid 21-047 Page 9 of 22 DESCRIPTION RATE QTY AMOUNT Videography $415.00 18 S/,4/0 00 Includes. 4K&6K Camera setup with stabilizers and high end lenses. -Professional audio recording. Editing $125 00 20 $2,500 00 Includesi Compiling and reviewing footage,necessary graphic design,and delivery of requested file types by August 31st,2021 SUBTOTAL S9,970 00 TAX(0%) SO 00 **ALL ITEMS QUANTIFIED BY THE HOUR** TOTAL S9,910 00 BALANCE USD $9,970.00 DUE *NOT TO EXCEED LIMIT* Bid 21-047 Page 10 of 22 SCHEDULE 3 Work Schedule Excerpt from Consultant's Proposal Submittal dated July 9, 2021, Page 12 Note: Schedule may need to be altered slightly based on start date as agreed upon by Client and Consultant Detailed Timeline - Project Objectives As per the addendum, these videos will be shot consecutively to maximize the production timeline.As such,our projected timeline is tentative on provided concepts. August 2nd,2021 August 16th,2021(Tentative) 1.Supplemental Nutrition Assistance Program//(SNAP)Location A First drafts of all 16 video concepts submitted -Filming of both English and Spanish concepts(9AM-11AM) for approval and/or possible revisions. 2.Women Infants and Children Program(WIC)II Location B August 20th,2021(Tentative) -Filming of both English and Spanish concepts(11:30AM-1:30PM) 3.Double Up Food Bucks Program(Double Up)//Location C - Approvals and/or revision requests due by Client. -Filming of both English and Spanish Concepts(2:OOPM-4:OOPM) August 30th,2021(Tentative) August 3rd.2021(Tentative) 4.Mobile Food Pantries//Location D -Finalized deliverables due by Black Fox -Filming of both English and Spanish concepts(9AM-11AM) Visuals to client. ••5-8.Concept and Location TBD By Client//Location F•• — — 12 Bid 21-047 Page 11 of 22 SCHEDULE 4 Colorado Health Foundation Grant with City of Pueblo Consultant required to follow all requirements,regulations,policies,reports,limits,conditions,etc. as outlined on the Colorado Health Foundation Grant. For additional details see Section 10. Bid 21-047 Page 12 of 22 DocuSign Envelope ID:45617A8A-ABF8-442A-8732-C5D27892CF3D The Colorado Health Foundation 1111111111111 GENERAL, GRANTS TERMS, CONDITIONS, AND UNDERSTANDINGS Title of Project: Pueblo Food Council Grant 1D# 18768 Purpose of Project: Focus on implementing a community-driven strategic plan to address the food system and food access gaps in the City and County of Pueblo,Colorado. Grantee Organization(Fiscal Sponsor): Checks to be Made Payable to: City of Pueblo City of Pueblo 1 City Hall Place I City Hall Place Pueblo,CO 81003 Pueblo,CO 81003 Tax Identification Number:84-6000615 Recommended Project of City of Pueblo: Pueblo Food Council 1 City hall Place Pueblo,CO 81003 Amount of Grant Awarded: Period for Which Support is Granted: $200,000 over a 24-month period From October 01,2020 Through September 30,2022 Contingencies,if any: Special Provisions,if any: As part of this grant,the Pueblo Food Council and coalition partners will participate as requested in ClIF-provided technical assistance and peer-to-peer learning opportunities.The Pueblo Food Council and coalition partners are required to take part in any evaluation of airs Improving Community Food Systems funding opportunity. Expected Intermediate Milestones: Key intermediate milestones for the project are as follows: Year 1 - Build upon/expand partnerships to measurably increase availability and access to fresh food in Pueblo -Recruit SAME Cafe to Pueblo and begin implementation of workforce component - Develop local food system support program in coordination with the Pueblo Economic Development Corporation(PFDCO) -Develop and launch the PFP Local Farm and Food Business Support Program -Increase food and farm literacy and education in public school district classrooms -Develop PFP policy and advocacy infrastructure to educate and influence local and state authorities -Year 1 progress report should include an update on implementation plan,with a specific focus on advancements made toward health equity, engagement of those with lived experience,and coalition development. Year 2 -Final report should include an update on implementation plan,with a specific focus on advancements made toward health equity,engagement of those with lived experience,and coalition development. Grant ID: 18768 - 1 - Bid 21-047 Page 13 of22 DocuSign Envelope ID:45617A8A-ABF8-442A-8732-C5D27892CF3D141 Intended Measurable Reach to be Reported on the Anticipated Number Served,if any: Payment and Requirement Schedule Requirement Due Date Requirement Payment Amount Approximate Payment Schedule September 21,2020 Executed Agreement $112,500 September 24,2020 October 01,2021 Progress Report $87,500 November 18,2021 October 31,2022 Final Report Payments are contingent upon receipt and approval of the associated requirements. The Foundation uses an online system to receive reports and other requirements.Please visit www.coloradohealth.org for more information *Project Contact **Grantee Organization Primary Signatory (please correct the information below if necessary) (please correct the information below if necessary) Monique Marez Mr.Nick Gradisar Coordinator,Pueblo Food Project Mayor Pueblo Food Council City of Pueblo I City Hall Place 1 City Hall Place Pueblo,CO 81003 Pueblo,CO 81003 *The project contact is the individual directly responsible for developing the proposed activity,its implementation,and day-to-day direct supervision of the project.The email associated with the project contact will be added to the Foundation's email distribution list upon grant approval. To opt out of the email distribution list please notify the Foundation by email ing grantsra coloradohealth.org. **The organization primary signatory is the CEO/Executive Director of the grantee organization(fiscal sponsor). Grant ID: 18768 -2- Bid 21-047 Page 14 of 22 DocuSign Envelope ID:45617A8A-ABF8-442A-8732-C5D27892CF3D The Colorado Health Foundation is awarding this Grant to the above named organization ("Grantee")and Grantee agrees to, the following: 1. Tax Exempt Status, Grantee represents that: a. To provide current and appropriate documentation if organization is a government supported agency, such as school, museum, library or government agency or department. b. To provide The Colorado Health Foundation with immediate written notification of any changes in the organization's tax-exempt status. 2. Expenditure of Funds This Agreement(together with any income earned upon investment of Grant funds) is made for the purpose outlined herein and may not be expended for any other purpose without The Colorado Health Foundation's prior written approval. If the Grant is intended to support a specific project or for a specific period, any portion of the Grant unexpended at the completion of the project or the end of the period specified above on Page 1 (the"Grant Period") shall be returned immediately to The Colorado Health Foundation. With prior written approval from The Colorado Health Foundation the Grant Period may be extended in order to reach the anticipated outcomes. Requests should be submitted using the form and instructions found at www.ColoradoHealth.org in the"For Grantees"section. 3. Prohibited Use of Funds Grantee will not permit any Grant funds or income derived from such funds to be used for"political expenditures"as defined in Section 4955 of the Code, including but not limited to participation or intervention in a political campaign for a public office. This grant is not in any way earmarked to support or carry on any lobbying or voter registration drive. Grantee intends to expend at least the amount of this grant on project non-lobbying and non-voter registration activities in Grantee's current fiscal year. Grantee represents that it is knowledgeable about Executive Order 13224 and the USA Patriot Act of 2001 and Grantee will not permit any Grant funds or income derived from such funds to be expended or re-granted so as to benefit any person or organization with ties to terrorists. 4. Anti-Discrimination Expectations Grantee will not willfully discriminate against a particular class of individuals and will abide by all applicable local, state, and federal anti-discrimination laws in hiring, employment practices and when providing services. Grant ID: 18768 -3- Bid 21-047 Page 15 of 22 11111111 DocuSign Envelope ID:45617A8A-ABF8-442A-8732-C5D27892CF3D 5. No Assignment or Delegation Grantee may not assign or otherwise transfer its rights or delegate any of its obligations under this Agreement without the prior written approval of The Colorado Health Foundation. 6. Records and Reports Grantee must keep a record of all receipts and expenditures relating to this Agreement and to provide The Colorado Health Foundation with a written report summarizing the project promptly following the end of the Grant Period. The Colorado Health Foundation may also require interim reports. Grantee reports should describe progress achieving the Grant Purposes(including progress toward measurable results and intermediate milestones outlined above on Page 1)and include a detailed accounting of the uses or expenditure of all Grant funds. Grantee also agrees to provide any other information reasonably requested by The Colorado Health Foundation. If Grantee obtains any audited financial statements covering any part of the period of this Agreement, copies of such statements shall be provided to The Colorado Health Foundation promptly after receipt. Grantee must keep the financial records with respect to the Grant and this Agreement, along with copies of any reports submitted to The Colorado Health Foundation, for at least four years following the year in which all Grant funds are fully expended. 7. Required Notification Grantee must provide The Colorado Health Foundation with immediate written notification of: (1) its inability to expend the Grant funds for the Grant Purposes; or (2) any expenditure of Grant funds for any purpose other than the Grant Purposes; and,(3) any other breach by Grantee of this Agreement. 8. Reasonable Access for Evaluation and Oversight The Colorado Health Foundation incorporates evaluation into its charitable grant- making so that it and the Grantee can understand the impact of the Grant and how to improve the impact of the charitable grant-making moving forward, and for the benefit of other Grantees and for the State of Colorado. As a condition to the receipt of this Grant, Grantee agrees to comply with and to participate in any requests from The Colorado Health Foundation to conduct an evaluation of the effectiveness of this grant(the "Evaluation")either individually with the Grantee or with multiple grantees as part of a broader strategy of The Colorado Health Foundation, including but not limited to follow-up reporting and/or additional activities above and beyond those listed in the Payment and Requirements section of this Agreement. Grantee will permit The Colorado Health Foundation and its representatives, at its request, to have reasonable access during regular business hours to its files, records, accounts, personnel and clients, or other beneficiaries for the purpose of making such financial audits, verifications, or program evaluations as The Colorado Health Grant ID: 18768 -4- Bid 21-047 Page 16of22 DocuSign Envelope ID 45617A8A-ABF8-442A-8732-C5D27892CF3D Foundation deems necessary or appropriate concerning the Grant and to discuss Grantee's programs, procedures and operations with Grantee's personnel. 9. Research Involving Human Subjects: If the Grant is to be used in whole or in part for research involving human subjects, Grantee hereby certifies that Grantee, applying the ethical standards and the criteria for approval of grants set forth in its Internal Review Boards and professional oaths, has determined that the human subjects involved in this Grant will not experience risk over and above that involved in the normal process of care and are likely to benefit from the proposed research program. 10. Publicity: The Colorado Health Foundation encourages Grantee to publicize information concerning the Grant in the Grantee's newsletters, annual reports, press releases, Web-site and other relevant media. Grantee will obtain written approval by The Colorado Health Foundation of any content promoting information related to the grant, the organization or Foundation staff prior to releasing or publicizing such information. If Grantee has received these funds for"General Operating Support," The Colorado Health Foundation expects to be acknowledged as a sponsor for major events by the inclusion of The Colorado Health Foundation's logo in the event promotion materials and print collateral. The Colorado Health Foundation welcomes any photographs relevant to the Grant for The Colorado Health Foundation's use. Photos must have prior client releases (if applicable) for publication purposes. Without further notice to or consent from Grantee, The Colorado Health Foundation may include information regarding this Agreement and/or Grant, the amount and purpose of the Grant and photographs, logo or trademark, and other published/printed information or materials (provided by Grantee) and its activities, in The Colorado Health Foundation's periodic public reports, newsletters, Web-site and news releases. 11. Colorado Charitable Solicitations Act Grantee represents that it is aware of and in compliance with the Colorado Charitable Solicitations Act governing fundraising in Colorado. 12. Right to Modify or Revoke The Colorado Health Foundation reserves the right to discontinue, modify or withhold any payments to be made under this Agreement or to require a total or partial refund of any Grant funds if, in The Colorado Health Foundation's sole judgment , such action is necessary or prudent: (1) because the Grantee has not fully complied with the terms and conditions of this Agreement; (2)to protect the purpose and objectives of this Agreement or any other charitable interest of The Colorado Health Foundation; Grant ID: 18768 -5- Bid 21-047 Page 17 of 22 '1‘DocuSign Envelope ID:45617A8A-ABF8-442A-8732-C5D27892CF3D or(3)to comply with the requirements of any law or regulation applicable to Grantee, The Colorado Health Foundation, or this Grant. 13. Termination The Colorado Health Foundation's obligations under this Agreement shall automatically terminate in the event of the insolvency, receivership, bankruptcy filing, or dissolution of Grantee. In addition to its right of revocation under Paragraph 12 above, The Colorado Health Foundation may terminate this Agreement at any time by giving Grantee at least 30 days of written notice. Upon termination of this agreement for any reason, all payments by The Colorado Health Foundation to Grantee shall cease at such time as may be determined by The Colorado Health Foundation. Termination or revocation of this Agreement by The Colorado Health Foundation will not terminate Grantee's obligations under this Agreement with respect to Grant funds expended or otherwise not returned to The Colorado Health Foundation. Grantee's obligations under Paragraphs 6, 8, 10 and 16 shall also survive termination of this Agreement. 14. Special Conditions and Reporting Grantee will submit reports to The Colorado Health Foundation according to the reporting schedule set forth on page one of this Agreement. The Colorado Health Foundation requires grantees to share any public opinion research conducted with foundation funds. Public opinion research includes both qualitative and quantitative methods to learn about the thoughts, perceptions, or beliefs of the general public, including but not limited to focus groups, ethnography, online surveys, and telephone polling. Grantees should plan to share the results of this research, including findings and reports, with the foundation. The Colorado Health Foundation will not share the research without permission from the grantee. 15. Amendment This Agreement may be amended, supplemented or extended only by written communication signed by The Colorado Health Foundation. 16. No Partnership Agency or Third Party Beneficiaries Nothing contained in this Agreement shall create or be deemed to create a partnership or agency between The Colorado Health Foundation and Grantee and nothing contained in this Agreement shall be deemed to give rise to any rights or benefits to third parties not a party to this Agreement. 17. Intellectual Property (a) Grantee represents and warrants that it owns or has the right to use all intellectual property that will be employed by Grantee or its agents in the performance of this Grant ID: 18768 -6- Bid 21-047 Page 18 of 22 11‘DocuSign Envelope ID:45617A8A-ABF8-442A-8732-C5D27892CF3D Agreement, including without limitation, Grantee's obligations under subsection (c) below. (b) All works and matters created or discovered through the performance of this Agreement, including but not limited to, implementation methodologies, best practices guides and training curricula(the "Work"), are owned by the Grantee provided, however,that the Work may be used by Grantee only in furtherance of charitable purposes(i.e., activities recognized by the IRS as charitable and not resulting in "unrelated business taxable income"as defined in Section 512 of the Code), unless otherwise agreed in writing by The Colorado Health Foundation. (c) Grantee hereby grants to The Colorado Health Foundation a nonexclusive, irrevocable, perpetual, worldwide, fully transferable, royalty-free license to (i)the Work,to make, use, sell, license to others, reproduce, create derivative works of, publish, republish, distribute, perform and display the Work in any current or future form and for any purpose in furtherance of charitable purposes, and(ii) any other intellectual property incorporated into or used in connection with the Work to the extent reasonably necessary to enable The Colorado Health Foundation to use and practice the licensed Work. The license herein granted to The Colorado Health Foundation shall vest without any further action on the part of Grantee. Without the prior written consent of The Colorado Health Foundation, Grantee will not enter into any agreement with a third party that would restrict Grantee's ability to perform its obligations under this subsection(c). 18. Disclaimer Nothing contained herein, including the required reporting and review procedures, shall be construed as a warranty, representation, or approval by The Colorado Health Foundation that the services rendered by Grantee are adequately or properly rendered on either an individual or program-wide basis. Grantee shall have sole responsibility for all damages, costs, fines, attorneys' fees, or liabilities of any kind or nature arising from any claims, demands or suits resulting from the Grantee's performance or failure to perform under this Agreement. 19. Controlling Document The terms and conditions of this Agreement shall be the controlling document between The Colorado Health Foundation and Grantee. All verbal communication, notes, minutes or other documentation of The Colorado Health Foundation shall be deemed merged into this Agreement. In making this Grant, The Colorado Health Foundation has relied on the information and representations submitted to The Colorado Health Foundation by Grantee and Grantee represents that all such information and representations are true and complete. 20. Future Funding Grantee acknowledges that, except as expressly provided in this Agreement, The Colorado Health Foundation has no obligation to Grantee with respect to any additional or future funding. Grant ID: 18768 -7- Bid 21-047 Page 19 of 22 DocuSign Envelope ID:45617A8A-ABF8-442A-8732-C5D27892CF3D 21. Counterparts; Electronic Signature This Agreement may be signed in multiple counterparts, which may be signed by the parties separately, but together shall constitute a single agreement. The counterparts of this Agreement may be executed and delivered by facsimile, email, other means of electronic transmission, or other electronic signature and shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement. [Signature Page Follows] Grant ID: 18768 -8- Bid 21-047 Page 20 of 22 DocuSign Envelope ID:45617A8A-ABF8-442A-8732-C5D27892CF3D -.{„� L. 4.11,0 September 16, 2020 11111111111 Amy Latham Date Vice President, Philanthropy The Colorado Health Foundation The undersigned certify that they are duly authorized officers of Grantee and, as such, are authorized to accept this contract on behalf of Grantee, to obligate the Grantee to observe all of the terms and conditions placed on this Agreement, and in connection with this Agreement to make, execute, and deliver on behalf of the Grantee all agreements, representations, receipts, reports, and other instruments of every kind. ACCEPTED AND AGREED TO: Nick Gradisar CEO/Executive Director of City of Pueblo (typed/printed name) am.d ZA.c....at...--0-1 September 16, 2020 CEO/Executive Director(signature) Date Grant ID: 18768 -9- Bid 21-047 Page 21 of 22 ADDITIONAL INFORMATION FOR AGREEMENT System for Award Management(SAM)Information Certificate of Good Standing Registration with City of Pueblo Sales Tax Colorado PERA Questionnaire Affirmative Action Plan E-Verify Participation Letter Insurance Certificate(s) Bid 21-047 Page 22 of 22