HomeMy WebLinkAbout14940RESOLUTION NO. 14940
A RESOLUTION AWARDING AN AGREEMENT FOR
PROFESSIONAL SERVICES IN THE AMOUNT OF $9,500
TO PERPETUAL HARVEST, LLC TO COMPLETE
RESEARCH FOR THE PUEBLO FOOD PROJECT AND
CITY OF PUEBLO ON A FARM TO SCHOOL ASSESSMENT
WHEREAS, competitive bids for the Project Farm to School Assessment have
been received and examined; and
WHEREAS, the proposal of Perpetual Harvest, LLC of Pueblo, Colorado was the
lowest of those bids determined to be responsive for the assessment, and the Committee
of Awards recommends to the City Council that it authorize Project Farm to School
Assessment; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1.
City Council authorizes Project Farm to School Assessment to be performed and
the agreement for said project is hereby awarded to Perpetual Harvest, LLC in the amount
of $9,500.
SECTION 2.
The Agreement for Professional Services between the City of Pueblo, a Municipal
Corporation, and Perpetual Harvest, LLC, which is attached hereto and incorporated
herein, having been approved as to form by the City Attorney, is hereby approved.
SECTION 3.
Funds for Project Farm to School Assessment shall be paid from Project No.
CI2014.
SECTION 4.
The Purchasing Agent is hereby authorized to execute said contract on behalf of
the City of Pueblo, A Municipal Corporation, and the City Clerk shall affix the seal of the
City thereto and attest same.
SECTION 5.
The officers and staff of the City are authorized to perform any and all acts
consistent with the intent of this Resolution and the contract to implement the transactions
described therein.
SECTION 6.
This Resolution shall become effective immediately upon passage and approval.
INTRODUCED July 25, 2022
BY: Vicente Martinez Ortega
MEMBER OF CITY COUNCIL
APPROVED:
PRESIDENT OF CITY COUNCIL
ATTESTED BY:
CITY CLERK
City Clerk’s Office Item # M-2
Background Paper for Proposed
Resolution
COUNCIL MEETING DATE: July 25, 2022
TO: President Heather M. Graham and Members of City Council
CC: Nicholas A. Gradisar, Mayor
VIA: Marisa Stoller, City Clerk
FROM: Laura Solano, Chief of Staff
SUBJECT: A RESOLUTION AWARDING AN AGREEMENT FOR PROFESSIONAL
SERVICES IN THE AMOUNT OF $9,500 TO PERPETUAL HARVEST, LLC TO
COMPLETE RESEARCH FOR THE PUEBLO FOOD PROJECT AND CITY OF
PUEBLO ON A FARM TO SCHOOL ASSESSMENT
SUMMARY:
Attached is a Resolution awarding an Agreement for Professional Services to Perpetual Harvest,
LLC.
PREVIOUS COUNCIL ACTION:
Not applicable to this Resolution.
BACKGROUND:
The City of Pueblo through the Pueblo Food Project solicited requests for proposals to research
the possibility of creating a farm to school movement for school breakfasts and lunches. One
proposal was received and deemed appropriate to complete the work.
FINANCIAL IMPLICATIONS:
Funding in the amount of $9,500 will be paid out of Project No. CI2014.
BOARD/COMMISSION RECOMMENDATION:
Not applicable to this Resolution.
STAKEHOLDER PROCESS:
Not applicable to this Resolution.
ALTERNATIVES:
Not applicable to this Resolution.
RECOMMENDATION:
Approval of the Resolution.
Attachments:
Agreement for Professional Services to Perpetual Harvest, LLC
AGREEMENT
FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made and entered this 1 LT day of L( ,2022("Effective Date"),by and between the City of
Pueblo, a Colorado Municipal Corporation, (hereinafter referred to as "Cent") and Perpetual Harvest, LLC, a Colorado limited
liability corporation,(hereinafter referred to as"Consultant")for Consultant to render professional services for Client with respect to
the Pueblo County Farm-to-School Assessment 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 I attached hereto and incorporated herein by reference,including but not limited to providing the outlined Deliverables.
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.$9,500.00.
Said sum shall be paid to Consultant in three installments of$3,000.00,$3,000.00,and$3,500.00 over a five month period.Payments
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shall be made within forty-five(45)days of invoice by Consultant.
(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).
(t) 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.
(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 August 1,2022 and ends on December 31,2022,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.
(1) 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 I(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 ofall 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 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 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 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.
(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) E.ual Ems lo cnt O.portunity. 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 ensure that its employees are treated during employment without
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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 maybe 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. 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, PERPETUAL HARVEST,LLC
A MUNICIPAL CORPORATION
By By: _ es I %j /
Nicholas A. , Mayor Dr. Kee i jl OP
DT*
4. �s k;. A,t /roc
Attest; ti � Title: U.�
City
[SEAL]
BALANCE OF APPROPRIATION EXISTS FOR THIS CONTRACT AND FUNDS ARE AVAILABLE.
141
Director of Finance
APPROVED AS TO FORM:
• o✓Q-t.
City Attorney
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SCHEDULE 1
STATEMENT OF WORK
See_ RFP avid_d_ b Prr)pc s - l
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