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HomeMy WebLinkAboutContract 40926CITY SECRETARY CONTRACT NO. atae, 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 municipality organized under the laws of the State of Texas, acting by and through Tom Higgins, its duly authorized Assistant City Manager, and STRATEGIC COLLABORATION, LLC ("Consultant"), a Texas limited liability company, acting by and through Libby Watson, its duly authorized President. 1. SCOPE OF SERVICES. 1.1. Consultant's Services. Consultant hereby agrees to provide the City with professional consulting services to assist the City in (i) coordinating public safety and other City services as necessary for the City to serve as a sponsoring municipality for Super Bowl XLV (the "Super Bowl") and all events related thereto, including, but not limited to, activities in and around the Fort Worth Omni Hotel, which will serve as the host hotel for the AFC team competing in the Super Bowl; activities in and around the Fort Worth Convention Center, which will serve as the location of The Taste of the NFL event; and activities in and around Sundance Square, which will serve as the location of ESPN's broadcasting facilities during and prior to the Super Bowl (collectively, "Super Bowl Events"); (ii) promoting the City prior to and during all Super Bowl Events; (iii) planning, coordinating and assisting in the implementation of responses to any major incident or emergency that may potentially arise during or on account of any Super Bowl Events; (iv) coordinating with City staff to identify any personnel and budget issues that may be impacted by or on account of Super Bowl Events; (v) identifying and documenting all City costs incurred or expended on account of Super Bowl Events, including, but not limited to, the documentation of such costs as necessary in order to receive reimbursement from the State of Texas's Major Events Trust Fund, as set forth in that certain Trust Fund Agreement by and between the City and the North Texas Super Bowl XLV Host Committee, Inc. (with the explicit understanding that Consultant shall not be responsible for submission of any documents necessary to receive such reimbursement or for attainment of such reimbursement, nor shall Consultant be accountable for the accuracy of any information submitted in seeking such reimbursement); (vi) leading internal meetings of City staff in planning and preparing for Super Bowl Events, including, but not limited to, meetings of the Fort Worth First group of City staff and other local stakeholders; (vii) attending and participating in external meetings with other regional stakeholders, including, but not limited to, the North Texas Super Bowl XLV Host Committee, Inc., the Cities of Dallas, Arlington, and Irving, the Super Bowl Regional Public Safety Planning Committee, and any other planning committees or interest groups, as necessary; (viii) coordinating local volunteers organized to provide information to tourists about attractions and services in the City during and prior to the Super Bowl; and (ix) providing any other related services as mutually agreed to by and between the City OFFICIAL RECORD Page 1 CJTYSECRETARY Professictiai ervicesAgreement wrt trategic Collaboration, LLC o Wal R :I 7 TX 10-03-1n and Consultant (collectively, the "Services"). Consultant shall meet with the City Manager and provide the City Manager with reports and updates related to the Services with as Consultant or the City Manager deem necessary. The City and Consultant agree that all budgetary and personnel recommendations arising as part of Consultant's Services hereunder ultimately shall be directed and implemented by the City Manager or his authorized designee, and not by Consultant itself unless specifically requested by the City Manager. During the Term of this Agreement, Consultant shall not provide services or assistance to any other entity or person that would conflict with or create an appearance of a conflict with any of the Services rendered hereunder. 1.2. Citv's Duties. The City shall provide Consultant access to City staff as necessary for Consultant to provide all Services hereunder. The City shall also provide Consultant with reasonable facilities and equipment in order to allow Consultant to perfoimn its duties and obligations under this Agreement 1.3. Work Schedule. Consultant shall provide Services hereunder in a timeframe deemed reasonably appropriate by mutual consent of the City and Consultant, in its professional judgment. 1.4. Work Product. All work produced by Consultant under this Agreement (collectively the "Work Product') will be considered 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 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 upon or violate rights of any person or entity, including, without limitation, any copyrights, trademarks or rights of privacy or publicity. This provision shall survive the termination or expiration of this Agreement 2. TERM. This Agreement shall commence as of October 1, 2010 ("Effective Date") and shall continue in full force and effect until February 28, 2011 (the "Term"), unless terminated earlier in accordance with the provisions of this Agreement or when the City has provided Consultant with written notice that Consultant's services are no longer required, in which case Section 4.2 shall apply. Page 2 Professional Services Agreement with Strategic Collaboration, LLC 3. COMPENSATION. Subject to the provisions of Section 4 2 of this Agreement, the City shall pay Consultant the sum of Six Thousand Dollars ($6,000.00) per calendar month for Services provided hereunder, plus reasonable expenses incurred during that month (each a "Payment"). Consultant shall provide the City with an invoice for each monthly Payment within ten (10) calendar days following the month covered by such invoice. For example, Consultant shall provide the City with an invoice for the month of October 2010 on or before November 10, 2010. Any expenses reflected in any such invoice shall be properly documented to the reasonable satisfaction of the City. The City will make each Payment within ten (10) calendar days following receipt of Consultant's invoice. In no event will Payments under this Agreement exceed Fifty Thousand Dollars ($50,000.00) in the aggregate, unless specifically authorized by the City Council during a meeting conducted in accordance with Chapter 551 of the Texas Government Code. 4. TERMINATION. 4.1. Written Notice. Either party may terminate this Agreement at any time and for any reason by its providing the other party with written notice of termination. 4.2. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to expiration of the Term, as provided in Section 2, the 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 Services requested by the City and in accordance with this Agreement up to the effective date of termination In the event that the effective date of termination of this Agreement is a day other than the last day of a given calendar month, the Payment for the month in which the termination takes effect shall be prorated in accordance with the number of days in such month remaining after the effective date of termination. 5. DISCLOSURE OF CONFLICTS. 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 and proposed services with respect to Services rendered hereunder 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. Page 3 Professional Services Agreement with Strategic Collaboration, LLC 6. 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 an 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 shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between the City and Consultant. As an independent contractor, Consultant understands and agrees that Consultant will not be eligible for any City employee benefits and will not be considered an employee with regard to any laws concerning Social Security, disability insurance, unemployment compensation, federal, state or local income tax withholding at local source or any other laws, regulations or orders relating to employees. Consultant will discharge all obligations imposed upon Consultant as an independent contractor by all applicable federal, state or local laws, regulations or orders now or hereafter in force, including, but not limited to, those relating to federal income taxes and Worker's Compensation, the filing of all returns and reports, and the payment of all required assessments, taxes and other sums. If any claim arises from an alleged violation of foregoing by Consultant, Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 7. COMPLIANCE WITH LAWS. ORDINANCES. RULES AND REGULATIONS. Consultant agrees to comply with all federal, state and local laws, ordinances, rules and regulations If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation 8. NON-DISCRIMINATION COVENANT. Consultant, for itself, its personal representatives assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder it shall not discriminate in the treatment or employment of any individual or group of individuals on the basis of race, color, national origin, religion, handicap, sex, sexual orientation or familial status. If any claim arises from an alleged violation of this non-discrimination covenant by Consultant its personal representatives assigns, subcontractors or successors in interest Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. Page 4 Professional Services Agreement with Strategic Collaboration, LLC 9. LICENSES AND PERMITS. Consultant shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for it to carry out its duties and obligations hereunder. 10. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when hand -delivered to the other party, its agents, employees, servants or representatives or received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To THE CITY: To CONSULTANT: For Invoicing: Strategic Collaboration, LLC Attn• Libby Watson City of Fort Worth 3437 W. 7th Street, Suite 224 Attn: Betty Tanner Fort Worth, TX 76107 Fort Worth Convention Center 1201 Houston St. Fort Worth, TX 76102 For All Other Matters: City of Fort Worth Attn: City Manager 1000 Throckmorton Fort Worth, TX 76102-6311 11. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 12. NO WAIVER. The failure of the City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. Page 5 Professional Services Agreement with Strategic Collaboration, LLC 13. VENUE AND JURISDICTION. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division 14. 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. 15. FORCE MAJEURE. The City and Consultant 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, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of omission, fires, strikes lockouts, national disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 16. 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 17. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Consultant, 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 This Agreement shall not be amended unless agreed to in writing by both parties and, if required by law, approved by the City Council. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples as of the later date below, but to be effective as of the Effective Date: Page 6 Professional Services Agreement with Strategic Collaboration, LLC CITY OF FORT WORTH: • STRATEJ C COLLABORATION, LLC: By: v By Tom Higgins ,v-a���° '`id ma �ll Libby Wa on bx Deputy City Manager Art4t000004& President n o o �� Date: to / g o Q f , t. '1/0 . I- /0 � ElZ;i 0 O ATTEST: Vf- O By: City Secretary U tj o / I" TTEST: 441kilsib�gooQ�u APPROVED AS TO FORM AND LEGALITY: By: Peter Vaky Assistant City Attorney M&C: none required Page 7 Professional Services Agreement with Strategic Collaboration, LLC By: OFFICIAL RECORD CITY SECRETARY PT, WORTH, TX