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ORDINANCE NO. 10187
AN ORDINANCE APPROVING AND ACCEPTING A
PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY
OF PUEBLO AND PHILOSOPHY COMMUNICATIONS, INC. TO
PERFORM BRANDING CONSULTATIONS FOR THE PUEBLO
FOOD PROJECT ENTREPRENEUR DEVELOPMENT PROGRAM
FOR $3,000
BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1.
The Agreement for Professional Services (“Agreement”) between the City of Pueblo, a
Colorado Municipal Corporation, and Philosophy Communications, Inc., a Colorado
Corporation, supporting efforts of the Pueblo Food Project’s Entrepreneur Development
Program for a total of $3,000.00, a copy of which is attached hereto, having been approved as
to form by the City Attorney, is hereby approved.
SECTION 2.
The Mayor is hereby authorized to execute the Agreement on behalf of the City of Pueblo,
where the Mayor may execute the Agreement by electronic signature and such electronic
signature shall be attributable to the Mayor and the City of Pueblo. The City Clerk shall affix the
Seal of the City thereto and attest same, as appropriate.
SECTION 3.
Payments made pursuant to the Agreement shall be made from Project No. CO2102.
SECTION 4.
The officers and staff of the City are hereby authorized to perform any and all acts
consistent with this Ordinance and the attached Agreement to implement the transactions
described therein.
SECTION 5.
This Ordinance shall become effective on the date of final action by the Mayor and City
Council.
Action by City Council:
Introduced and initial adoption of Ordinance by City Council on May 23, 2022 .
Final adoption of Ordinance by City Council on June 13, 2022 .
President of City Council
Action by the Mayor:
☒ Approved on June 15, 2022 .
□ Disapproved on based on the following objections:
_
Mayor
Action by City Council After Disapproval by the Mayor:
□ Council did not act to override the Mayor's veto.
□ Ordinance re-adopted on a vote of , on
□ Council action on _______ failed to override the Mayor’s veto.
President of City Council
ATTEST
City Clerk
City Clerk’s Office Item # R-3
Background Paper for Proposed
Ordinance
COUNCIL MEETING DATE: May 23, 2022
TO: President Heather Graham and Members of City Council
VIA: Marisa Stoller, City Clerk
FROM: Nicholas A. Gradisar, Mayor
SUBJECT: AN ORDINANCE APPROVING AND ACCEPTING A PROFESSIONAL
SERVICES AGREEMENT BETWEEN THE CITY OF PUEBLO AND
PHILOSOPHY COMMUNICATIONS, INC. TO PERFORM BRANDING
CONSULTATIONS FOR THE PUEBLO FOOD PROJECT ENTREPRENEUR
DEVELOPMENT PROGRAM FOR $3,000
SUMMARY:
Attached is an Ordinance approving and accepting a Professional Services Agreement with
Philosophy Communications, Inc., for the purpose of branding consultations for the 12 students
in the Pueblo Food Project’s Entrepreneur Development Program. This Ordinance approves
payment to Philosophy in the amount of $3,000.00 from Project No. CO2102.
PREVIOUS COUNCIL ACTION:
Not applicable to this Ordinance.
BACKGROUND:
The Pueblo Food Project had been gifted $20,000 from the Gerone-Nicksich Foundation for the
purpose of supporting the Pueblo Food Project Entrepreneur Development Program (PFPEDP).
This Ordinance utilizes a portion of those grant funds to purchase services for the purpose of
branding consultations. This Ordinance will approve a Professional Services Agreement for those
services in the amount of $3,000.00, to be paid from Project No. CO2102.
FINANCIAL IMPLICATIONS:
Not applicable to this Ordinance.
BOARD/COMMISSION RECOMMENDATION:
Not applicable to this Ordinance.
STAKEHOLDER PROCESS:
Not applicable to this Ordinance.
ALTERNATIVES:
If the proposed Ordinance is not approved, the Pueblo Food Project will not be able to provide
the services for the Entrepreneur Development Program.
RECOMMENDATION:
Approval of the Ordinance.
Attachments:
Proposed Ordinance
Agreement for Professional Services
AGREEMENT
FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made and entered this 5th day of May ,2022("Effective Date"),by and between the City
of Pueblo, a Colorado Municipal Corporation, (hereinafter referred to as "Client") and Philosophy Communications, Inc., a
Colorado Corporation,(hereinafter referred to as"Consultant")for Consultant to render professional services for Client with
respect to the Pueblo Food Project Startup Entrepreneur Development Program 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 I. GENERAL AND SCOPE OF SERVICES.
(a) Consultant shall satisfactorily perform the professional consulting services for the Project described in more
detail in Schedule I attached hereto and incorporated herein by reference,including but not limited to the performance of brand
audits for Project participants. Such services shall include all usual and customary professional consulting services in connection
with Consultant's work on the Project.
(b) Consultant shall maintain prudent and accurate records of all transactions.The Consultant shall track all project
activities.Client will not reimburse or otherwise pay for any of Consultant's transactions,as such costs are part of Consultant's
business.
(c) 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.
(d) 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, if any.
(d) Before undertaking any work or incurring any expense which Consultant considers beyond or in addition to the
Statement of Work described in Schedule I 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. Unauthorized work shall not be compensated.
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.
$3,000.00.Said sum shall be paid to Consultant following execution of this Agreement and within forty-five(45)days of invoice
by Consultant.
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(b) Consultant shall submit periodically,but not more frequently than monthly,records of time worked and services
rendered. Records shall contain appropriate documentation, if available,evidencing that such services have been performed.
Consultant must submit a written request and obtain signed approval prior to completing any work beyond the scope of this
agreement.
(c) No separate or additional payment shall be made for profit, overhead, telephone expenses, travel, lodging,
routine photocopying,computer time,secretarial or clerical time,or similar expenses.
(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(d).
(0 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.
(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 fourteen(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 forty-five(45)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 March 31,2023,unless the project
is completed and approved by the Project Representative prior to that date or the term is sooner terminated in accordance with this
Agreement. Client reserves the right to extend the term of this Agreement in one-year increments by written acceptance of both
parties.
(b) 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 Client 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 Client.
(c) Client reserves the right to terminate this Agreement and Consultant's performance hereunder,at any time upon
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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
the monthly rate on a pro-rated basis for all services rendered and reasonable costs incurred to date of termination,together with
any reasonable costs incurred within ten(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 monthly rate on a pro-rated
basis for services satisfactorily performed and reimbursable expenses reasonably incurred,prior to date of termination.
(0 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(d)of this Agreement.
SECTION 7. EQUIPMENT AND SOFTWARE.
Consultant will not be provided with Client owned equipment ("Equipment"), such as computers or software, for
Consultant's work on the Project. All equipment must be provided by Consultant and Consultant shall make no claim to any
Equipment or other Client property provided under this Agreement. Consultant shall cooperate in all instances with Client to
ensure compliance with Client's policies,including its information technology policies,and the protection of Client's data and
systems.
SECTION 8. USE OF DOCUMENTS.
Data, plans, reports, and all other documents prepared or provided by Consultant hereunder shall become the sole
property of Client,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 regulations.
SECTION 9. 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,claims or damages because
of injury to or destruction of property including loss of use resulting therefrom,and from claims for damages for professional
liability.
(b) 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.
SECTION 10. REQUIRED GRANT PROVISIONS
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(a) Consultant understands that Client may be funding the Project in whole or part with funds provided through
private,State,and Federal grants,including but not limited to the American Rescue Plan Act("ARPA"). Consultant agrees it is
subject to and shall comply with all applicable provisions of said grants,the 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
the grant providers at any time during normal business hours and as often as Client and the grant providers deem necessary,to
audit,examine,and make excerpts or transcripts of relevant information,and otherwise to perform official functions or duties.
SECTION 11. 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 ofthose 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 shall not assign or reassign Project work to any person to whom
Client has reasonable objection.
SECTION 12. 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,Attention:Nicholas A.Gradisar,Mayor, 1 City Hall Place,Pueblo,
Colorado 81003;or to Consultant,Attention:Shauna Boyd,Boyd's Bookkeeping and Administrative Services,LLC,526 S.Cond
Drive,Pueblo West,Colorado,81007. Either party may change its 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 /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.
(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
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origin,disability,gender orientation or age. Consultant shall endeavor to ensure 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,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,then this entire Agreement shall be void.
(h) Electronic Signatures.This Agreement and all other documents contemplated hereunder may be executed using
electronic signatures with delivery via facsimile transmission, by scanning and transmission of electronic files in Portable
Document Format(PDF)or other readily available file format,or by copy transmitted via email,or by other electronic means and
in one or more counterparts,each of which shall be:(i)an original,and all of which taken together shall constitute one and the
same agreement,(ii) a valid and binding agreement and fully admissible under state and federal law, and(iii)enforceable in
accordance with its terms.
SECTION 13. STATE-IMPOSED MANDATES PROHIBITING WORKERS WITHOUT AUTHORIZATION FROM
PERFORMING WORK.
(a) At or prior to the time for execution of this Agreement,Consultant shall submit to the Purchasing Agent of the
Client its certification that it does not knowingly employ or contract with a"worker without authorization",as that term is defined
within§8-17.5-101 (9),C.R.S.(herein"Worker without Authorization"), who will perform work under this Agreement and that
the Consultant will participate in either the"E-Verify Program"created in Public Law 208, 104th Congress,as amended and
expanded in Public law 156, 108th Congress,as amended,that is administered by the United States Department of Homeland
Security or the "Department Program" established pursuant to section 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 Agreement.
(b) Consultant shall not:
(i) Knowingly employ or contract with a Worker without Authorization to perform work under this
Contract;
(ii) Enter into a contract with a subcontractor that fails to certify to Consultant that the subcontractor shall
not knowingly employ or contract with a Worker without Authorization to perform work under this Agreement.
(c) The following state-imposed requirements apply to this Agreement:
(i) The Consultant shall have confirmed the employment eligibility of all employees who are newly hired
for employment to perform work under this Agreement through participation in either the E-Verify Program or
Department Program.
(ii) The Consultant is prohibited from using either the E-Verify Program or Department Program
procedures to undertake pre-employment screening of job applicants while this Agreement is being performed.
(iii) If the Consultant obtains actual knowledge that a subcontractor performing work under this contract
knowingly employs or contracts with a Worker without Authorization to perform work under this Agreement,
the Consultant shall be required to:
A. Notify the subcontractor and the Purchasing Agent of the Client within three(3)days that the
Consultant has actual knowledge that the subcontractor is employing or contracting with a Worker without
Authorization;and
B. Terminate the subcontract with the subcontractor if within three(3)days of receiving the
notice required pursuant to subparagraph (c)(iii)A. above, the subcontractor does not stop employing or
contracting with the Worker without Authorization;except that the Consultant shall not terminate the contract
with the subcontractor if,during such three(3)days,the subcontractor provides information to establish that the
subcontractor has not knowingly employed or contracted with a Worker without Authorization.
(iv) The Consultant is required to comply with any reasonable request by the Colorado Department of
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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 by the Consultant shall constitute a breach of contract and grounds for termination. In
the event of such termination,the Consultant shall be liable for Client's actual and consequential damages.
(e) Nothing in this Section shall be construed as requiring the Consultant to violate any terms of participation in the
E-Verify Program.
SECTION 14. PERA LIABILITY.
Consultant shall reimburse the Client 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 Client under this Agreement.
IN WITNESS WHEREOF,the parties hereto have made and executed this Agreement as the Effective Date.
CITY OF PUEBLO, PHILOSOPHY COMMUNICATIONS, INC.
A MUNICIPAL CORPORATION
J
By: " ..K.//'� /�'� By: /g442., .Q-
Nicholas A.Gra r, Mayor
Attest: Title: Partner
City -64)-1 Cle
[ SEAL ]
BALANCE OF APPROPRIATION EXISTS FOR THIS CONTRACT AND FUNDS ARE AVAILABLE.
e/ed JCV,-/ (- /-1/ig"1 1 L
D'rector of Finance
APPROVED AS TO FORM:
t:0-710 Volat"
City Attorney
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SCHEDULE 1
STATEMENT OF WORK
philosophy
COMMUNICATION
Pueblo Food Project
Startup Entrepreneur Program Branding Consulting
Statement of Work
April 1,2022
Philosophy Communication is pleased to provide the following scope of services to the Pueblo
Food Project for branding consulting.
Scope
• Develop 2-hour branding 101 curriculum and present to Startup Semester course
participants on April 19
• Develop branding overview and worksheet for course participants to complete
• Conduct 1-hour phone or Zoom consultation with each of the 12 course participants to
evaluate and provide recommendations on:
o Brand pyramid worksheet
o Logo and packaging design
o Marketing strategies
Timeline
• To be completed by May 31, 2022
Budget
• $3,000 ($250 per consultation)
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