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HomeMy WebLinkAboutContract 407971 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made and entered into by and between THE CITY OF FORT WORTH, a home=rule municipal corporation of the State of Texas ("City"), acting by and through its duly authorized Assistant City Manager, and CLEAR MESSAGE COMMUNICATION, LLC. ("Consultant"), acting by and through its duly authorized Director and Principal. 1. Services. Consultant covenants and agrees, with good faith and due diligence, to assist the City in the development and implementation of a marketing campaign to promote efforts by the Municipal Court Services Department to collect outstanding fines and fees. In particular, Consultant will assist the City in Campaign Theme Development Consultant will develop a "brand" or "theme" for the municipal court collection campaign. Development will include creation of a memorable tagline, such as "Click It or Ticket," and will expand that theme with other key factors such as voice, layout, typography, logo usage, color palette, and imagery (photography and illustration) for use in all marketing materials associated with the campaign. Core Messagi, n� Consultant believes core messaging is the foundation of all marketing efforts. Consultant will craft core messaging to ensure accurate delivery and optimal impact on the target audience. Messaging will be incorporated into all marketing materials developed in addition to some existing letters/scripts currently being used. Flyer Development Consultant will develop a flyer communicating essential information about the collection campaign for distribution to and through local businesses; City venues such as libraries, community centers, and City Hall; and through the City's internal messaging system. This service will include development of a single concept and performance of up to two rounds of edits. Car Hanger/Leave Behind Development Consultant will develop a car hanger or other leave behind communicating essential information about the collection campaign for distribution on automobiles, mailboxes, and similar locations. This service will include development of a single concept and performance of up to two rounds of edits. _ __ __ _ -.- __f Professional Services Agreement with Clear Message Communication, LLC. �, Page 1 of 12 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made and entered into by and between THE CITY OF FORT WORTH, a home=rule municipal corporation of the State of Texas ("City"), acting by and through its duly authorized Assistant City Manager, and CLEAR MESSAGE COMMUNICATION, LLC. ("Consultant"), acting by and through its duly authorized Director and Principal. 1. Services. Consultant covenants and agrees, with good faith and due diligence, to assist the City in the development and implementation of a marketing campaign to promote efforts by the Municipal Court Services Department to collect outstanding fines and fees. In particular, Consultant will assist the City in Campaign Theme Development Consultant will develop a "brand" or "theme" for the municipal court collection campaign. Development will include creation of a memorable tagline, such as "Click It or Ticket," and will expand that theme with other key factors such as voice, layout, typography, logo usage, color palette, and imagery (photography and illustration) for use in all marketing materials associated with the campaign. Core Messagi, n� Consultant believes core messaging is the foundation of all marketing efforts. Consultant will craft core messaging to ensure accurate delivery and optimal impact on the target audience. Messaging will be incorporated into all marketing materials developed in addition to some existing letters/scripts currently being used. Flyer Development Consultant will develop a flyer communicating essential information about the collection campaign for distribution to and through local businesses; City venues such as libraries, community centers, and City Hall; and through the City's internal messaging system. This service will include development of a single concept and performance of up to two rounds of edits. Car Hanger/Leave Behind Development Consultant will develop a car hanger or other leave behind communicating essential information about the collection campaign for distribution on automobiles, mailboxes, and similar locations. This service will include development of a single concept and performance of up to two rounds of edits. _ __ __ _ -.- __f Professional Services Agreement with Clear Message Communication, LLC. �, Page 1 of 12 Poster Development Consultant will develop a poster communicating essential information about the collection campaign for distribution to and through local businesses and City venues such as libraries, community centers, and City Hall. This service will include development of a single concept and performance of up to two rounds of edits. Bookmark Development Consultant will develop a bookmark communicating essential information about the collection campaign for distribution to and through local businesses and City venues such as libraries, community centers, and City Hall. This service will include development of a single concept and performance of up to two rounds of edits. Water Bi11 Insert Development Consultant will develop a bookmark communicating essential information about the collection campaign for distribution to and through local businesses and City venues such as libraries, community centers, and City Hall. This service will include development of a single concept and performance of up to two rounds of edits. Media Release Development Consultant will develop up to media releases communicating essential information about the collection campaign and will work with City's Communications Office to secure coverage in the online and print editions of the Fort Worth Star -Telegram. This service will include development of up to five (5) media releases, including necessary edits, and performance of up to ten (10) hours of media public relations to secure coverage. Ad Development Consultant will develop a public service announcement advertisement (PSA) communicating essential information about the collection campaign for distribution through City's cable channel, internet website, and other media outlets. This service will include development of a single concept and script and performance of up to two rounds of edits. Billboard Development Consultant will develop a billboard advertisement communicating essential information about the collection campaign for strategic placement in a highly populated area such as vicinity of the Interstate-30/Interstate-35 interchange. This service will include development of a single concept and script and performance of up to two rounds of edits. Miscellaneous Writing In addition to the time involved in development of the specific deliverables listed above, Consultant will provide miscellaneous writing service related to the collection campaign at an hourly rate. Professional Services Agreement with Clear Message Communication, LLC. Page 2 of 12 r 2. Term. Services shall be provided by Consultant for a term beginningT , , 2010 and ending when City determines the Services are complete, or JUL 3 ( , 201, whichever occurs later. 3. Compensation. As full and complete compensation for all Services described above, Consultant shall be paid a total fee not to exceed Fifteen Thousand Dollars ($15,000.00) as detailed below. b) Structure of Payments i. Consultant's fee will be divided into payments corresponding to certain project tasks as follows: Activi Compensation Campaign Theme Development $1,150.00 Core Messaging $19150.00 Flyer Development $920.00 Car Hanger/Leave Behind Development $575.00 Poster Development $575.00 Bookmark Development $255.00 Water Bill Insert Development $920.00 Media Release Development $15725900 Ad Development $575.00 per ad Billboard Design $920.00 Miscellaneous Writing $85.00 per hour, billed monthly in arrears ii. A retainer of Four Thousand Three Hundred Eighty -Two Dollars and Fifty Cents ($4,382.50) will be provided upon contract acceptance. The retainer represents fifty -percent of the total costs for all listed services (except miscellaneous writing) and assumes development of only one ad. iiL Following completion of each of the listed tasks (except miscellaneous writing), the Consultant shall provide the City with a signed fee invoice Professional Services Agreement with Clear Message Communication, LLC. Page 3 of 12 summarizing the portion of the Services that has been completed and requesting payment for the balance due for the particular service in question. If the City requests the development of more than one ad, invoices for the second ad and any subsequent ad may request payment of the full amount listed above; no other invoice (except miscellaneous writing) shall request payment of more than fifty percent of the amount listed above for the service in question. If the City requires additional reasonable information to substantiate invoices, City shall request the same promptly after receiving the above information, and the Consultant shall provide such additional reasonable information to the extent the same is available. On full and final completion of the Services, Consultant shall submit a final fee invoice, and City shall pay any balance due within 30 days of receipt of such invoice. iv. Fee for miscellaneous writing shall be paid monthly. The Consultant will issue monthly invoices for all miscellaneous writing costs under this Agreement no later than the 15th day following the end of the month. Miscellaneous writing invoices are due and payable within 30 days of receipt. v. In the event of a disputed or contested billing, only the portion being contested will be withheld from payment, and the undisputed portion will be paid. City will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until the contest has been mutually resolved. vi. For contested billings, the City shall make payment in full to Consultant within 60 days of the date the contested matter is resolved. If City fails to make such payment, Consultant may, after giving 7 days' written notice to City, suspend services under this Agreement until paid in full, including interest calculated from the date the billing contest was resolved. In the Professional Services Agreement with Clear Message Communication, LLC. Page 4 of 12 event of suspension of services, Consultant shall have no liability to City for delays or damages caused to City because of such suspension of services. 4. Termination. Either at may terminate this Agreement at any time, with or without cause, by providing the other Party with thirty days written notice of termination. In the event this Agreement is terminated prior to expiration of the Term, City shall pay Consultant only for Services actually rendered as of the effective date of termination, and Consultant shall continue to provide the City with requested services in accordance with this Agreement up to the effective date of termination. 5. Ownership of Work Product. A11 work produced by Consultant under this Agreement (collectively the "Work Product") will be considered to be works for hire and will be the sole and exclusive property of the City. In the event that the Work Product is not copyrightable subject matter or is for any reason not deemed to be works for hire, Consultant hereby assigns all right, title and interest in the Work Product to the City in perpetuity and will execute any documents required to evidence such assignment. Without limiting the foregoing, Consultant understands and agrees that Consultant will not retain any ownership rights whatsoever in or to the Work Product. Consultant hereby warrants and represents that the Work Product will be original work and will not infringe on or violate rights of any person or entity, including without limitation any copyrights, trademarks, or rights of privacy or publicity. This Section shall survive the termination or expiration of this Agreement. 6. Independent Contractor. Consultant shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of City. Consultant shall have exclusive control of and the exclusive right to control the details of the Services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, and subcontractors. The doctrine of respondeat superior shall not apply as between the City and Consultant, its officers, agents, servants, employees, or subcontractors. Nothing herein shall be construed as creating a partnership or joint Professional Services Agreement with Clear Message Communication, LLC. Page 5 of 12 enterprise between City and Consultant. It is expressly understood and agreed that no officer, agent, servants, employee, or subcontractor of Consultant is in the paid service of City. 7. Liability and Indemnification. CONSULTANTAGREES TO DEFEND, INDEMNIFY, AND HOLD THE CITY, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY (INCLUDING DEATH) THAT MAY RELATE TO, ARISE OUT OF, OR BE OCCASIONED BY (I) CONSULTANT'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (Ir) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY), OR SUBCONTRACTORS RELATED TO THE PERFORMANCE OF THIS AGREEMENT; EXCEPT THAT THE INDEMNITYPROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITYOR ITS OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH CONSULTANT AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER OF THE CITY'S GOVERNMENTAL IMMUNITYAS FURTHER PROVIDED BYTHELAWS OF TEXAS. Consultant shall require all of its subcontractors to include in their subcontracts a release and indemnity in favor of City in substantially the same form as above. This Section shall survive the expiration or termination of this Agreement. 8. Insurance. During the term of this Agreement, Consultant shall procure and maintain at all times, in full force and effect, a policy or policies of insurance that provide the specific coverage set forth in this Section as well as any and all other public risks related to Consultant's performance of its obligations under this Agreement. Consultant shall specifically obtain the following types of insurance at the following limits: • Commercial General Liability: Professional Services Agreement with Clear Message Communication, LLC. Page 6 of 12 $1,000,000 per occurrence; providing blanket contractual liability insurance products and completed operations; independent contractor's liability; and coverage for property damage to City facilities; and • Worker's Compensation/Employer's Liability: Worker's compensation coverage as required by applicable law; and Employer's Liability at $100,000 per accident. • Errors &Omissions (Professional Liability): If coverage is written on a claims -made basis, the retroactive date shall be coincident with or prior to the date of the contractual agreement. The certificate of insurance shall state that the coverage is claims -made and include the retroactive date. The insurance shall be maintained for the duration of the contractual agreement and for five (5) years following completion of the service provided under the contractual agreement or for the warranty period, whichever is longer insurance submitted to the City shall evidence coverage. following amounts: (1) $1,000,000 per occurrence or claim (2) $25000,000 aggregate An annual certificate of Coverage shall be in the Consultant shall promptly provide the City with certificates of insurance that verify Consultant's compliance with the insurance requirements of this Agreement. The City's Risk Manager shall have the right to review and evaluate Consultant's insurance coverage and to make reasonable requests or revisions pertaining to the types and limits of that coverage. Consultant shall comply which such requests or revisions as a condition precedent to the effectiveness of this Agreement. 9. Assi n�ment. Consultant shall not assign or subcontract all or any part of its rights, privileges, or duties under this Agreement without the prior written consent of City. Any attempted assignment of subcontract without the City's prior written approval shall be void and constitute a breach of this Agreement. Professional Services Agreement with Clear Message Communication, LLC. Page 7 of 12 If City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such subcontract. 10. Compliance with Law. Consultant, its officers, agents, servants, employees, and subcontractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed and understood that, if City calls to the attention of Consultant any such violation on the part of Consultant or any of its officers, agents, servants, employees, or subcontractors, then Consultant shall immediately desist from and correct such violation. 11. Non -Discrimination. In the execution, performance, or attempted performance of this Agreement, Consultant will not discriminate against any person or persons because of disability, age, familial status, sex, race, religion, color, national origin, or sexual orientation, nor will Consultant permit its officers, agents, servants, employees, or subcontractors to engage in such discrimination. This Agreement is made and entered into with reference specifically to Chapter 17, Article III, Division 3, of the City Code of the City of Fort Worth ("Discrimination in Employment Practices"), and Consultant hereby covenants and agrees that Consultant, its officers, agents, employees, and subcontractors have fully complied with all provisions of same and that no employee or employee -applicant has been discriminated against by either Consultant, its officers, agents, employees, or subcontractors. 12. Right to Audit. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any Professional Services Agreement with Clear Message Communication, LLC. Page 8 of 12 directly pertinent books, documents, papers and records of the Consultant involving transactions relating to this Agreement. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant reasonable advance notice of intended audits. Consultant further agrees to include in all of its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City i shalluntil the exp ,ration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor involving transactions to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable advance notice of intended audits. This Section shall survive the expiration or termination of this Agreement. 13. Fiscal Funding. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 14. Venue and Jurisdiction. Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, attempted performance of this Agreement, venue for said action shall lie in Tarrant County, Texas. 15. Notices. Notices to be provided hereunder shall be sufficient if forwarded to the other Party by hand -delivery or via U.S. Postal Service certified mail, postage prepaid, to the address of the other Party shown below: Professional Services Agreement with Clear Message Communication, LLC. Page 9 of 12 Charles W. Daniels, Assistant City Manager City of Fort Worth 1000 Throckmorton St. Fort Worth, Texas 76102 (817)392-8518 Shelly Iverson, Director Clear Message Communications. LLC 5501 LBJ Freeway, Suite 240 Has, Texas 75240 (214) 379-3368 16. Non -Waiver. The failure of either Party to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of City's or Consultant's right to assert or rely on any such term or right on any future occasion. 17. Disclosure of Conflicts and Confidential Information. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's provision of the Services. In the event that any conflicts of interest arise after the execution of this Agreement, Consultant hereby agrees to make full disclosure to the City in writing immediately upon learning of such conflict. The City acknowledges that Consultant may use products, materials, or methodologies proprietary to Consultant. The City agrees that Consultant's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or methodologies unless the Parties have executed a separate written agreement with respect thereto. Notwithstanding the foregoing, Consultant understands and agrees that the City is subject to various public information laws and regulations, including, but not limited to, the Texas Public Information Act. Consultant, for itself and its officers, agents, servants, employees, and subcontractors, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to any third party without the prior written approval of the City. 18. Minority and Woman Business Enterprise Participation. In accordance with City Ordinance No. 15530, the City has goals for the participation of minority business enterprises and woman business enterprises ("M/WBE") in City contracts. Consultant acknowledges the M/WBE goal established for this Agreement and its commitment to meet that goal. Any Professional Services Agreement with Clear Message Communication, LLC. Page 10 of 12 misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by the Consultant may result in the termination of this Agreement and debarment from participating in City contracts for a period of time of not less than three (3) years. 19. Governmental Powers. Both Parties agree and understand that the City does not waive or surrender any of its governmental powers by execution of this Agreement. 20. Severability. 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. 21. Force Majeure. If either Party is unable, either in whole or part, to fulfill its obligations under this Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or emergency by the federal, state, county, or City government in accordance with applicable law; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the Party's reasonable control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such Event and any time period applicable to performance of such obligations shall be extended for a period of time equal to the duration of the Force Majeure Event. 22. 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. 23. Amendment. No amendment, modification, or alteration of the terms of this Agreement shall be binding unless the same is in writing, dated subsequent to the date hereof, and duly executed by the parties hereto. Professional Services Agreement with Clear Message Communication, LLC. Page 11 of 12 24. Entire Agreement. This written instrument (together with any attachments, exhibits, and appendices) constitutes the entire understanding between the Parties concerning the work and services to be performed hereunder, and any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall be void. EXECUTED in multiple originals on this, the f 3 day of , 2010. CITY OF FORT WORTH, TEXAS Assistant City Manager Date Signed: T13 • /y ATTRCT• No M&C Required CLEAR MESSAGE COMMUNICATION, LLC Date Signed: � �z-�' WTTNF.S�� Professional Services Agreement with Clear Message Communication, LLC. Page 12 of 12