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Home My WebLink AboutContract 40283fI RATOlk M, PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Karen L. Montgomery, its duly authorized Assistant City Manager, and Insight Research Corporation ("Contractor"), acting by and through M. Elizabeth Morris, its duly authorized CEO/Chief Economist, 1. SCOPE OF SERVICES Contractor agrees to provide the following services to the City of Fort Worth for the purpose of presenting the macro overview, review, analysis and interpretation of national and state indicators of the economy and potential impact on the Fort Worth metropolitan area over the next 12 - 15 months to the City Council, to be held on May 25, 2010 from 9:00 a.m. to 12:00 p.m. located at 1000 Throckmorton Street in Fort Worth, Texas. A. Contractor's presentation on the current economic conditions is entitled "Fort Worth Take on the U.S. Economy." B. Contractor's presentation shall be made before an audience of the City Council, city staff and the public. C. Contractor's presentation shall not exceed one hour in length. The City shall have sole discretion to determine the scheduled time in which Contractor's presentation shall begin and end. D. Contractor agrees that his/her presentation shall not include inappropriate content. Inappropriate content shall include content that highlights or promotes lewd, offensive, obscene or otherwise illegal activities that may be harmful or offensive to City Council, city staff and the members of the public. The City shall have final approval of all presentation materials prior to Contractor's presentation. E. Upon request by Contractor, the City shall provide Contractor with all necessary communication equipment to conduct the presentation, specifically, the podium, microphone, computer, projection screen, and laser pointer. F. The City, in its sole discretion, may provide other reasonable and customary amenities as requested by Contractor. G. If Contractor provides his/her own equipment, the City shall not be responsible for any damages or loss to Contractor's equipment. H. The City will notify Contractor at least three (3) days in advance of the exact scheduled time (CST) that Contractor is to make his/her presentation. 2. COMPENSATION The maximum amount to be paid to Contractor for all services performed and expenses incurred hereunder shall not exceed $3,800.00 dollars payable in one single payment. Such rate shall include all fees and expenses associated with this agreement, including any applicable appearance fees and travel expenses. Fees will be billed upon completion of services with payment being due within 30 days of invoice date. 3. TERM This Agreement shall become effective upon execution by both parties and shall expire at 11:59 pm, Central Standard Time, on May 25, 2010. 4. TERMINATION OG-07-10 A10:01 IN A. City or Contractor may terminate this Agreement at any time up to ten (10) working days prior to the scheduled event for any reason by notice in writing to the other party. Upon such termination, neither party shall be obligated to the other to perform under this Agreement. If Contractor terminates less than 10 working days prior to the scheduled event, then Contractor shall be liable for any costs or losses the City may incur for replacing Contractor at the scheduled event. If the City terminates less than 10 working days prior to the scheduled event, then the City shall pay contractor any amounts due at the time of termination. B. In no event shall Contractor be entitled to lost or anticipated profits nor shall the City be otherwise liable for indirect, special, or consequential damages should the City choose to exercise its option to terminate. 5. OWNERSHIP OF PRESENTATION MATERIALS Contractor hereby warrants that Contractor is the sole and exclusive owner and copyright holder of the presentation materials and/or has the right to use, copy, display, distribute, s II and reproduce the presentation materials. Contractor shall retain ownership rights of all presentation materials and may use them for the presentation in any manner not inconsistent with any applicable laws, ordinances, rules, and regulations. Presentation materials shall include the presentation, handouts, slides, displays, props, graphics, charts, diagrams, and any other materials Contractor utilizes for the actual presentation or to promote Contractor's products, brands or services (collectively "presentation materials"), Contractor hereby grants the City an unrestricted, irrevocable, non-exclusive right to use Contractor's name and to reproduce, display, market and use Contractor's presentation materials for the sole purpose of performing the City's responsibilities under this Agreement and for promoting the scheduled event. The G4 is speGifiGally suwive any term ation .. nirotion of this Anroomcnt 6. INDEMNIFICATION: LIABILITY Contractor shall indemnify and hold the City and its officers, agents and employees harmless from any claim that the presentation materials infringe on any third party copyright or other intellectual property right. Contractor shall further indemnify and hold the City and its officers, agents, and employees harmless from any claim for loss, damage, liability or expense for damage to property and injuries, including death, to any person, including but not limited to officers, agents or employees of Contractor or subcontractors, which may arise out of any negligent act, error or omission in the performance of this Agreement. Contractor shall defend at his own expense any suits or other proceedings brought against the City, its officers, agents and employees, or any of them, resulting from such negligent act, error or omission; and shall pay all expenses and satisfy all judgments which may be incurred by or rendered against them or any of them in connection therewith resulting from such negligent act, error or omission. 7. INDEPENDENT CONTRACTOR Contractor shall perform all work and services hereunder as an independent contractor and not as an officer, agent or employee of the City. Contractor shall have exclusive control of, and the exclusive right to control, the details of the work performed hereunder and all persons performing same and shall be solely responsible for the acts and omissions of his agents, employees and subcontractors. Nothing herein shall be construed as creating a partnership or joint venture between the City and the Contractor, its agents, employees and subcontractors; and the doctrine of respondent superior shall have no application as between the City and the Contractor. Professional Services Contract Elizabeth Morris, Insight Research Corporation Page 2 of 4 8. PROHIBITION OF ASSIGNMENT Neither party hereto shall assign, sublet or transfer its interest herein. Any attempted assignment, sublease or transfer of all or any part hereof shall be null and void. 9. CHOICE OF LAW; VENUE This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Should any action, at law or in equity, arise out of the terms of this Agreement, exclusive venue for said action shall be in Tarrant County, Texas, 10. Any notices required to be given hereunder shall be given by certified mail, return receipt to the following addresses: To The CITY: City of Fort Worth Attn: Karen Montgomery, Assistant City Manager 1000 Throckmorton Fort Worth TX 76102-6311 Facsimile: (817) 392-8502 11. SEVERABILITY. To CONSULTANT: M. Elizabeth Morris, CEO/Chief Economist Insight Research Corporation 9441 LBJ Freeway, Lock Box 20 Dallas, TX 75243 Facsimile (214) 495-7743 If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 12. FORCE MAJEURE. The City and Contractor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 13. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 14. AMENDMENTS. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, which is executed by an authorized representative of each party. Professional Services Contract Elisabeth Morris, Insight Research Corporation Page 3 of 4 15. ENTIRETY OF AGREEMENT. This Agreement contains the entire understanding and agreement between the City and Contractor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. EXECUTED on this, the 24th day of May, 2010 ATTEST: Marty Hendrix City Secretary APPROVED AS TO FORM AND LEGALITY: Maleshia . Farmer Assistant City Attorney Professional Services Contract Elizabeth Morris, Insight Research Corporation Page 4 of 4 u.up�k �0 FORT WORTH: Karen L. Montgomery Assistant City Manager Date: 6o CONTRACTOR: � •r Elizabeth Morris, President/CEO Chief Economist, Insight Research Corp Date: May 24, 2010 OFFICIAL REC®R® CITY SECRETARY T. WORTH. TX bD fis L ,� C d a.v a •�` a>6 y 0111111110 d f r .ti 4 �C ti v ��qqPlill cA � r rtii C _ 3 ++ G) •G -d >� tewo s? b b fu yr fu G 7 C, d we .a F O Dr F+ U C e a} a5 ms w a U C ;m7;i IN N Li L- � v C L L t9 e TT r� MQco d u U Cl a�+ � N OD C C]. GvriiiO U t Art ci C J u CUi 461111111 w N �m L q~ simiiiii bb � IOU b SONIA U' • r FM M MOON It = - h _ 'Sfafr of The Texas Cam�treller cif Public Accounts (CPA}, hereby certifies that has successfully met the established requirements of the Rate of Texas Historically Underutilized Business (HUB) Program to be recognized as a HUB. This ocrtificate; printer101-AIJf;-2009, 5crpArsedes any registration and certiflcatc previously issued by lhY H11E3 Program, If there are any r.hansleb regarding the information {i,e,. buslncss structure, ownership, clay-t+�-clay r-nanagernent, operational oorilrol, icrddresses, phone and fax numbers or authorized signaturr?s) providr:rl in the submission of the business' applica(icm for registration/certification as a HUB, you must immediately (within M days of such changes) notify the HOR Prograrn in writing. The CPA reserves the right to conduct a complianrea review at any time to confirm Hl18 0191bilily. HUB certification may be suspended or revoked upon findings of ineligibility, Certificate/VID Number: 17523{3852f13Dfl Paul A. Gibson File/Vendor Number: 07020 Statewide HUB Program Manager Approval Date, 31�JUL-2009 Texas Comptroller of Pidilir: AGCOLHAS Expiration Date: 31-JUL-2013 Texas Procurement and Srrpporl Services Division Note: In orrlr:r fCrr Slale agencies and institutions of higher education (universities) to he rrrrdiled for ulilizirtg this business as a HIJR, prey rnual award payment under the CertificatcNlD Number identified ahnvY. Agrnc:ifis and universities arc. erirour�rgr�c! to validate I1UC3 certification prior to issuing a notice of awarrJ lay arx::,: ing the Internet (hltp://www.window.state.tx.usfprocurementlicmbl/hubonly.html) or by contacting Me Hl R Prograrn ai (888) 863-5881 or (512) 463-5872, CITY ��TARY