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HomeMy WebLinkAboutRFP 16-31N City of �] l=tvdge RFP -16-31 VIDEOGRAPHY SERVICES AGREEMENT THIS AGREEMENT made this 23rd day of November, 2016, by and between the City of Wheat Ridge, Colorado, hereinafter referred to as the "City" or "Owner" and I.O.T.K. Media LLC. P.O. Box 126. Arvada. CO 80001, hereinafter referred to as the "Contractor." WITNESSETH, that the City of Wheat Ridge and the Contractor agree as follows: ARTICLE 1 — SERVICES The Contractor shall serve as the City's contractor and provide as a minimum all of the professional services required as per RFP -16-31, Videography Services, as more fully described in the Request for Proposal and Contractor's response to the RFP, incorporated herein by reference. ARTICLE 2 — TERM The work to be performed under this agreement shall commence promptly after receipt of a fully -executed copy of the agreement, to the extent that the Contractor has been authorized to proceed by the City. THE TERM FOR THIS AGREEMENT IS DECEMBER 9. 2016 THROUGH DECEMBER 8. 2017, WITH THE OPTION TO RENEW FOR FOUR (4) ADDITIONAL ONE-YEAR PERIODS, AT THE SOLE DISCRETION OF THE CITY. At the end of each year, if the City deems the Contractor's performance is acceptable and the pricing remains the same, the agreement may continue with automatic renewals. The agreement may be automatically renewed if: • The City fails to contact your firm prior to the end of the current term regarding the desire to renew. All pricing remains the same. The scope of work or specifications are not changed or modified. A one-time price adjustment may be allowed, upon written request in July of the third year. This adjustment shall be limited to no more than a 3% increase for each task based on the negotiated prices at the time of award for the fourth and fifth years of the agreement, should those renewals be authorized by the City. If not requested as stated, pricing shall remain firm for each renewal period. If at the end of each year the City desires to rebid, or the Contractor's performance is not acceptable, the City and Contractor may elect to continue the agreement on a month-to-month basis until the rebid process is complete. ARTICLE 3 – PAYMENT AND FEE SCHEDULE The City hereby agrees to pay the Contractor for services provided, and the Contractor shall be paid for approved videography services, as full payment for such services, according to the following schedule: City Council Meetings and Study Sessions Planning Commission Meetings Wheat Ridge Top of the Hour Election Forum Public Service Announcements Monthly Misc./ As -needed Updates Programming of WRTV schedule & production Program Encoding $425 per meeting/session, 48 meetings = $20,400 $425 per meeting, 24 meetings = $10,200 $1,000 each or $333.33 per day, 10-15 shows = $10,000 $425 per year, 1 per year = $425 $50 per hour as needed $425 per meeting as needed = $425 $2,200 per year lump sum $2,200 per year lump sum It is further understood and agreed by and between the parties hereto, that the City shall pay the Contractor for approved reimbursable expenses, as follows: 55.5 cents per mile for trips longer than 50 miles round trip, food and lodging for overnight trips, purchasing of stock footage and specialty music. A. Invoices by Task Invoices will be submitted monthly by the Contractor for services performed and expenses incurred, pursuant to this agreement during the prior month. The payment will be expedited by the user department and processed as a VISA transaction within two business days of City approval. The City may elect the alternative method of payment by the Treasurer's Office through proper accounting procedures. Payment is then made to the Contractor within thirty (30) days of receipt. A check is mailed to the Contractor. B. Funding There is in effect within the City of Wheat Ridge, Colorado, a provision of the City's Code of Laws which limits the amount for which the City shall be liable to the amount expressly appropriated by the City Council, either through budgeted appropriation, or contract or bid award. The contractor is specifically advised of the provisions of this portion of the Code of Laws of the City of Wheat Ridge, which was enacted pursuant to Ordinance 787, Series of 1989, and expressly incorporated herein. This contract is specifically subject to the provisions of said Ordinance and adopted Code Section. ARTICLE 4 – INDEPENDENT CONTRACTOR In performing the work under this agreement, the Contractor acts as an independent contractor and is solely responsible for necessary and adequate worker's compensation insurance, personal injury and property damage insurance, as well errors and omissions insurance. The Contractor, as an independent contractor, is obligated to pay Federal and State income tax on monies earned. The personnel employed by the Contractor are not and shall not become employees, agents, or servants of the City because of the performance of any work by this agreement. The Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this agreement, and that it has not paid or agreed to pay any company or person—other than bona fide employees working solely for the Contractor—any commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this agreement. For breach or violation of this warranty the City will have the right to annul this agreement without liability or in its discretion to deduct from the agreement price or consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. RFP -16-31 Videography Services Page 2 ARTICLE 5 – INSURANCE In accordance with Article 4 above, the Contractor shall furnish a certificate of insurance upon notification of award, and prior to performance. Work shall not commence under this agreement until the Contractor has submitted to the City and received approval thereof, a certificate of insurance showing compliance with the following minimum types and coverages of insurance: Type of Insurance Minimum Limits of Liability Worker's Compensation, Coverage A Statutory, including occupational disease coverage for all employees at work site. Employer Liability, Coverage B $500,000 per person $500,000 per accident $500,000 each disease Commercial General Liability other than $1,000,000 products – completed operations) Products – Completed Operations Aggregate $1,000,000 Limit Personal and Advertising Injury Limit $500,000 Each Occurrence Limit $500,000 Comprehensive Automotive Liability (owned, hired, and non -owned vehicles) • Bodily Injury $1 million per occurrence • Property Damage $2 million per occurrence The City of Wheat Ridge shall be named as additional insured on all liability policies. Insurance shall include provisions preventing cancellation without 30 days prior notice by certified mail to the City. The successful proposer shall effect the insurance policies in a company or companies and in a form satisfactory to the Owner. Before commencing any performance under the Agreement, successful proposer shall deliver to the City certificates of insurance issued by the insurance company and/or its duly authorized agents, pertaining to the aforementioned insurance and certifying that the policies stipulated above are in full force and effect. Nothing herein shall be deemed or construed as a waiver of any of the protections to which the Agencies may be entitled pursuant to the Colorado Governmental Immunity Act, sections 24-10-101, C.R.S., as amended. Workers' Compensation Insurance The contractor shall provide workers' compensation insurance for all persons employed to perform work to be done under the contract, and assure that all workers will receive compensation for compensable injuries. ARTICLE 6 – INDEMNIFICATION The Contractor agrees to indemnify, defend, and to hold the City and its agents, officials, officers and employees harmless for, from and against any and all claims, suits, expenses, damages, or other liabilities—including reasonable attorney fees and court costs arising out of damage or injury to persons, entities, or property causes RFP -16-31 Videography Services Page 3 or sustained by any person or persons to the extent caused by the negligent performance or failure of the Contractor to provide services pursuant to the terms of this agreement. ARTICLE 7 – EQUAL EMPLOYMENT OPPORTUNITY The Contractor shall not discriminate against any employee or applicant for employment because of age, race, color, religion, sex, or national origin. The Contractor shall adhere to acceptable affirmative action guidelines in selecting employees and shall ensure that employees are treated equally during employment, without regard to age, race, color, religion, sex, or national origin. Such action shall include—but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training—including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices provided by the local public agency setting forth the provisions of this nondiscrimination clause. The Contractor will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this agreement so that such provisions will be binding upon each subcontractor—provided that the foregoing provisions shall not apply to contracts or subcontracts for standard commercial supplies or raw materials. ARTICLE 9 – CHARTER. LAWS, AND ORDINANCES The Contractor at all times during the performance of this agreement, agrees to strictly adhere to all applicable Federal, State, and local laws, rules, regulations, and ordinances that affect or govern the work as contemplated under this agreement. ARTICLE 10 – LAW AND VENUE The laws of the State of Colorado shall govern as to the interpretation, validity, and effect of this agreement. The parties agree that venue and jurisdiction for disputes regarding performance of this contract is with the District Court of Jefferson County, Colorado. ARTICLE 11 –TERMINATION The Contractor acknowledges that his failure to accomplish the work as described shall be considered a material breach of the contract and entitle the City to consequential damages resulting from failures, acts, or omissions— including, but not limited to re -procurement costs, insufficient or improper work. The City and the Contractor agree that this agreement may be canceled for cause by either party, with a fifteen (15) day prior written notice. The cost of completing the portion of the work which remains unperformed at the time of such termination shall be deducted from the contract price before payment is made. The City may terminate the agreement for its convenience, upon thirty (30) days written notice. In the event of such termination the Contractor will be paid for all work and expenses incurred up until the time of such termination. All work accomplished by the Contractor prior to the date of such termination shall be recorded, and tangible work documents shall be transferred to and become the sole property of the City, prior to payment for services rendered. RFP -16-31 Videography Services Page 4 ARTICLE 12 — NOTICES Contact Information City Contractor Name: Carly Lorentz c , Office Phone: 303-235-2867 (, ? Cell Phone: 303-807-9066 .. Email Address: clorentz@ci.wheatridge.co.us ' t . % • , t Address: 7500 W. 29th Avenue (3.e 16 City, State, Zip code Wheat Ridge, CO 80033 RV CE 7--.1 ARTICLE 13 — ASSIGNMENT AND SUBCONTRACTORS The duties and obligations of the Contractor arising hereunder cannot be assigned, delegated, nor subcontracted except with the express written consent of the City. The subcontractors permitted by the City shall be subject to the requirements of this agreement, and the contractor is responsible for all subcontracting arrangements, as well as the delivery of services as set forth in this agreement. The contractor shall be responsible for the performance of any subcontractor. ARTICLE 14 — SEVERABILITY To the extent that the agreement may be executed and performance of the obligations of the parties may be accomplished within the intent of the agreement, the terms of this agreement are severable. Should any term or provision hereof be declared invalid or become inoperative for any reason, such invalidity or failure shall not affect the validity of any other term or provision hereof. The waiver of any breach of a term hereof shall not be construed as a waiver of any other term, or the same term upon subsequent breach. ARTICLE 15 — INTEGRATION OF UNDERSTANDINGS This agreement is intended as the complete integration of all understanding between the parties. No prior or contemporaneous addition, deletion, or other amendment hereto shall have any force and effect whatsoever, unless embodied herein in writing. No subsequent novation, renewal, addition, deletion, or other amendment hereto shall have any force or effect unless embodied in writing and signed by an authorized representative of the City and the contractor. ARTICLE 16 — PROHIBITION ON EMPLOYING OR CONTRATING WITH ILLEGAL ALIENS Illegal Aliens — Public Contracts for Services CRS 8-17.5-101 and Public Law 208, 104th Congress, as amended and expanded in Public Law 156, 108th Congress, as amended: The Contactor certifies that he/she shall comply with the provisions of CRS 8-17.5-101 et seq. The Contractor shall not knowingly employ or contract with an illegal alien to perform work under this contract or enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien. The Contractor represents, warrants, and agrees that it (i) has verified that it does not employ any illegal aliens, through participation in the Basic Pilot Employment Verification Program administered by the Social Security Administration and Department of Homeland Security, or (ii) otherwise will comply with the requirements of CRS RFP -16-31 Videography Services Page 8-17.5-101 (2)(b)(1). The Contractor shall comply with all reasonable requests made in the course of an investigation by the CO Department of Labor and Employment. If the Contractor fails to comply with any requirement of this provision or CRS 8-17.5-101 et seq., the City may terminate this contract for breach and the Contractor shall be liable for actual and consequential damages to the City. ARTICLE 17 - DISADVANTAGED BUSINESS ENTERPRISES Disadvantaged business enterprises are afforded full opportunity to submit bids and will 'not be discriminated against on the grounds of race, color or national origin in consideration for an award. Consultants shall insert this provision in all sub -contracts for any work covered by this Agreement, so that it shall be binding upon each sub - consultant or sub -contractor providing labor or services. RFP -16-31 Videography Services Page 6 ARTICLE 18 — AUTHORIZATION Each party represents and warrants that it has the power and ability to enter into this agreement, to grant the rights granted herein, and to perform the duties and obligations described herein. IN WITNESS WHEREOF, the parties hereto have executed this agreement in two (2) copies, each of which shall be deemed an original on the day and year first written above. ATTEST: JA LE SHAVER, CITY CLERK ATTEST TO CONTRACTOR: NAME -J�yaaACK SG 44 - TITLE Ia-12 DATE OWNER CITY OF WHEAT RIDGE 7500 W. 29TH AVENUE WHEAT RIDGE, CO 80033 303-234-5900 CONTRACTOR I.O.T.K MEDIA LLC P.O. BOX 126 ARVADA, CO 80001 \eSSC JQhnSo„ PRINTED NAME wtqel TITLE 197049 11rtilL RFP -16-31 Videography Services Page 7