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CONTRACT NO, '7Dlt�r
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 , its
duly authorized Assistant City Manager, and Verve Communications Group, LLC ("Consult71'),axas
imited Liability Corporation, and acting by and through Terry D. Loftis, its duly authorizedand
CEO.
1. SCOPE OF SERVICES.
n an Gl u CCU �-
Consultant hereby agrees to provide the City with professional consulting services for the
purpose of storm water management outreach to include but not limited to watershed study direct mail
pieces, annual report, water bill inserts and other collateral materials. Attached hereto and incorporated
for all purposes incident to this Agreement is Exhibit "A," Statement of Work, more specifically
describing the services to be provided hereunder.
2. TERM.
This Agreement shall commence upon the date of full execution by the City and Contractor and
shall expire one (1) calendar year from the execution date, unless terminated earlier in accordance with
the provisions of this Agreement. There shall be up to three (3) options for one-year extensions.
3. COMPENSATION.
The City shall pay Consultant an amount not to exceed $21,200 in accordance with the
provisions of this Agreement and the Payment Schedule attached as Exhibit "B," which is incorporated
for all purposes herein. Consultant shall not perform any additional services for the City not specified by
this Agreement unless the City requests and approves in writing the additional costs for such services.
The City shall not be liable for any additional expenses of Consultant not specified by this Agreement
unless the City first approves such expenses in writing.
4. DATA.
The City has a right to and shall be the sole proprietor of any and all data compiled, analyses
performed and presentations and reports drafted by the Contractor in the fulfillment of the terms of the
Contract for Professional Services,
5. TERMINATION.
5.1, Written Notice.
The City or Consultant may terminate this Agreement at any time and for any reason by
providing the other party with 30 days written notice of #ermination.
5.2 Non -appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in any fiscal period
for any payments due 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 the City of any kind whatsoever, except as to the portions
of the payments herein agreed upon for which funds shall have been appropriated.
5.3 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the City shall
Eorm Services Agreement
fName of Consultant)
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t7FFiCIAL RECORC
CITY SECRETARY
FT. WORTH, TX
pay Consultant for services actually rendered up to the effective date of termination and
Consultant shall continue to provide the City with services requested by the City and in
accordance with this Agreement up to the effective date of termination.
6. 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 services under this Agreement. In the
event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby
agrees immediately to make full disclosure to the City in writing. Consultant, for itself and its officers,
agents and employees, further agrees that it shall treat all information provided to it by the City as
confidential and shall not disclose any such information to a third party without the prior written approval
of the City. Consultant shall store and maintain City Information in a secure manner and shall not allow
unauthorized users to access, modify, delete or otherwise corrupt City Information in any way.
Consultant shall notify the City immediately if the security or integrity of any City information has been
compromised or is believed to have been compromised.
7. INDEMNIFICATION.
Contractor shall release, defend, indemnify and hold harmless City and its officers, agents and
employees from and against all damages, injuries (including death), claims, property damages (including
loss of use), losses, demands, suits, judgments and costs, including reasonable attorney's fees and
expenses, in any way arising out of, related to, or resulting from the performance of the work or caused
oy the negligent act or omission of Contractor, its officers, agents, employees, or subcontractors.
8. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an independent
contractor as to all rights and privileges granted herein, and not as agent, representative or employee of
the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant
shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors. Consultant acknowledges that the doctrine of respondent superior shall not apply as
between the City, its officers, agents, servants and employees, and Consultant, its officers, agents,
employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein
shall be construed as the creation of a partnership or joint enterprise between City and Consultant.
9. DISCLOSURE OF CONFLICTS.
Contractor warrants to the City that it has made full disclosure in writing of any existing or
potential conflicts of interest- related to the services to be performed hereunder. Contractors further
warrants that it will make prompt disclosure in writing of any conflicts of interest that develop subsequent
to the signing of this Contract.
10. RIGHT TO AUDIT.
Consultant shall not assign or subcontract any of its duties, obligations or rights under this
Agreement without the prior written consent of the City. If the 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.
Form Services Agreement
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The Consultant shall provide the City with a fully executed copy of any such subcontract.
11. PROHIBITION OF ASSIGNMENT,
No party hereto shall assign, sublet or transfer its interest herein without the prior written consent of the
other oarty, and any attempted assignment, sublease or transfer of all or any part hereof without such
prior written consent shall be void.
12. CHOICE OF LAW: VENUE.
This Contract shall be construed in accordance with the internal law of the State of Texas.
Should any action, whether real or asserted, at law or in equity, arise out of the terms of this Contract;
venue for any action arising under the terms and conditions of this agreement shall lie in the state courts
located in Tarrant County, Texas or the United States District Court for the Northern District of Texas,
Fort Worth Division.
13. SEVERABILITY.
:i any provision of this Agreement is held to be invalid, iiiegai or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
14. SOLE AGREEMENT.
This Contract constitutes the sole and only agreement of the parties hereto and supersedes any
prior understanding or written or oral agreements between the parties respecting the subject matter.
15. M/WBE.
Intentionally Omitted
16. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
CITY:
City of Fort Worth
Attn: Community Relations Department/Communications Office
1000 Throckmorton St.
Fort Worth TX 76102-6311
Facsimile: (817) 392-8654
CONTRACTOR:
Verve Communications Group, LLC
102 N. Willomet Avenue
)alias, TX 75208
17. PARTIES BOUND.
Form Services Agreement
[Name of Consultant]
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This Contract shall be binding upon the successors and assigns of both parties in like manner as
upon the original parties.
I ITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this �day of
201 ® .
CITY OF FORT WORTH: VERVE COMMUNICATIONS GROUP, LLC
By:ln 74"O.-W.
Fernando Costa
Assistant City Manager
By:
City Se
By: �' A. 05
AssistekA City Attorney
I. M&C REQUIRED
Date Approved:
Form Services Agreement
[Name of Consultant]
Page 4 of 6
Terry D. Loftis, resident/C
Date:
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OFFICIAL REC®R®
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
SCOPE OF SERVICES
Annual Report (1)
"Runoff Rundown" Newsletter (1)
Rate Schedule (1)
Water Bill Inserts (2)
Watershed Reports (up to 5)
Stock Photography (up to 5)
corm Services Agreement
(Name of Consultant]
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EXHIBIT t3
FEE SCHEDULE
Annual Report $8,650.00
"Runoff Rundown" Newsletter $1,800,00
Rate Schedule $800,00
Water Bill Inserts $1,100.00 each (2)
Watershed Reports $1,400.00 each (up to 5)
Stock Photography $1,50.00 each (up to 5)
All campaign materials must be in English and Spanish with the exception of the "Runoff Rundown"
newsletter.
Compensation includes design concepts, layout, translation and copy editing and will not include any print
services, postage or insertion fees.
'✓endor will provide up to four proofs for each campaign piece as well as print -ready art in the appropriate
format to selected printer(s).
Form Services Agreemen[
[Name of Consultant]
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