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HomeMy WebLinkAboutContract 45524PROFESSIONAL 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 Susan Alanis, its duly authorized Assistant City Manager, and Balcom Agency, LLC, (the "Consultant" or "Contractor"), a Texas limited liability company, acting by and through Stuart Balcom, its duly authorized Member/Manager, each individually referred to as a "party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Contract documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A — Statement of Work, plus any amendments to the Statement of Work 3. Exhibit B — Payment Schedule 4. Exhibit C- Milestone Acceptance Form 5. Exhibit D — Signature Verification Form All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall control. The term "Consultant" or "Contractor" shall include the Consultant or Contractor, and its officers, agents, employees, representatives, servants, contractors or subcontractors. The term "City" shall include its officers, employees, agents, and representatives. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services for the purpose of developing and implementing a strategic marketing and communication plan to promote the City initiative called Strengthening, Programs through Advocacy, Resources and Collaboration ("SPARC") and create ongoing community awareness of SPARC and its related activities. 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 that both the City and Consultant have executed this Agreement ("Effective Date") and shall continue in full force and effect until the completion of the services set forth in the Statement of Work and Payment or on February 28, 2015, whichever is earlier ("Initial Term"), unless terminated earlier in accordance with the provisions of this Agreement. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $50,000.00 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 shag not-he4iabmlo fir` --- OFFICIAL RECORD � �q olio d ll� :F N any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. 4. TERMINATION. 4.1. Convenience. 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 termination. 4.2 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 have been appropriated. 4.3 Breach. Subject to the Dispute Resolution Section contained herein, either party may terminate this Agreement for breach of duty, obligation or warranty upon exhaustion of all remedies set forth in such section. 4.4 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall 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. Upon termination of this Agreement for any reason, Consultant shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Consultant has received access to City information or data as a requirement to perform services hereunder, Consultant shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City. 5. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS 5.1 City shall own all right, title, and interest in the work produced by Consultant under this Agreement (collectively, "Work Product") at all times throughout the world. Further, City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of the City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, and City will be considered the author of the Work Product, with all rights appurtenant thereto. If, and to the extent such Work Product, or any part thereof, is not considered a "work - made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Consultant hereby expressly assigns, sells, and transfers, and to the extent any such assignment, sale, or transfer cannot be made at the present time to City, agrees to assign, sale, and transfer, all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that the City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of the City. Consultant shall have no copyright or other intellectual property interest in the Work Product. 5.2 The City shall have access to and be entitled to review and copy any portion of the Work Product at any time. PACSD Professional Services Agreement - Balcom Agency, LLC 2 of 13 6. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 6.1 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 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. 6.2 Confidential Information. Consultant, for itself and its officers, agents and employees, 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. 7. RIGHT TO AUDIT. '7.1 Consultant agrees that the City shall, until the expiration -of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the consultant involving transactions relating to this Contract at no additional cost to the City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant reasonable advance notice of intended audits. 7.2 Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, or the final conclusion of any audit commenced during the said three years have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related 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 work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 8. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges and work performed under this agreement, 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 respondeat 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. It is further understood that the City shall in no way be considered a Co -employer or a Joint employer of Consultant or any officers, agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor any officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any employment benefits from the City. Consultant shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. 9. LIABILITY AND INDEMNIFICATION. 9.1 LIABILITY -CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING PACSD Professional Services Agreement - Balcom Agency, LLC 3 of 13 DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9.2 INDEMNIFICATION - CONSULTANT COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY, HOLD HARMLESS, AND DEFEND, AT ITS OWN EXPENSE, THE CITY FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, ACTIONS, CAUSES OF ACTION, LIENS, LOSSES, EXPENSES, COSTS, FEES (INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES AND COSTS OF DEFENSE), PROCEEDINGS, DEMANDS, DAMAGES, LIABILITIES, AND/OR SUITS OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY LOSS (INCLUDING, BUT NOT LIMITED TO, WORKERS' COMPENSATION ACT LIABILITY, LOST PROFITS, AND PROPERTY DAMAGE) AND/OR PERSONAL INJURY (INCLUDING, BUT NOT LIMITED TO, DEATH) TO ANY AND ALL PERSONS, OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR RESULTING FROM ANY ACTS, ERRORS, OR OMISSIONS OF CONSULTANT AND/OR CONSULTANT'S CONTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, MEMBERS, PARTNERS, AND REPRESENTATIVES IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE, OR NONPERFORMANCE OF THIS CONTRACT, EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE GROSS NEGLIGENCE OF THE CITY. 9.3 Consultant agrees to assume full responsibility for complying with all State and Federal intellectual property laws and any other regulations, including, but not limited to, the assumption of any and all responsibilities for paying royalties that are due for the use of other third -party copyrighted works. City expressly assumes no obligations, implied or otherwise, regarding payment or collection of any such fees or financial obligations. City specifically does not authorize, permit, or condone the reproduction or use of copyrighted materials by Consultant without the appropriate licenses or permission being secured by Consultant in advance. City expressly assumes no obligation to review or obtain appropriate licensing and all such licensing shall be the exclusive obligation of Artist. 10. ASSIGNMENT AND SUBCONTRACTING. 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 of the Consultant under this Agreement prior to the effective date of 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.MMOMMMOMM 11. INSURANCE. 11.1 Coverages and Limits. Consultant shall provide the City with certificates) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: (a) Commercial General Liability $1,000,000 Each Occurrence PACSD Professional Services Agreement - Balcom Agency, LLC 4 of 13 $1,000,000 Aggregate (b) Automobile Liability $1,0005000 Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned (c) Worker's Compensation -Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease - per each employee $500,000 Disease - policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee 11.2 General Requirements (a) The commercial general liability and automobile liability policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. (c) A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. PACSD Professional Services Agreement - Balcom Agency, LLC 5 of 13 12. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS Consultant agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this agreement will also comply with all applicable 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. 13. 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 any basis prohibited by law. 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. 14. 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 of Fort Worth Parks and Community Services Department Attn: Director 4200 South Freeway, Suite 2200 Fort Worth Texas 76115 With Copies to: City of Fort Worth City Manager and City Attorney 1000 Throckmorton Street Fort Worth, Texas 76102 15. SOLICITATION OF EMPLOYEES. Balcom Agency, LLC Attu: Stuart Balcom, President 1500 Ballinger @ Rio Grande Fort Worth, Texas 76102 Neither the City nor Consultant shall, during the term of this agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 16. GOVERNMENTAL POWERS/IMMUNITIES It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. PACSD Professional Services Agreement -Balcom Agency, LLC 6 of 13 1 /0 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. 18. GOVERNING LAW /VENUE. 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 pursuant to 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, 19. 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. 20. 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 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. 21. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 22. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 23. 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. 24. 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. PACSD Professional Services Agreement - Balcom Agency, LLC 7 of 13 25. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 26. WARRANTY OF SERVICES. Consultant warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Consultant's option, Consultant shall either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by the City to Consultant for the nonconforming services. 27. MILESTONE ACCEPTANCE. Consultant shall verify the quality of each deliverable before submitting it to the City for review and approval. The City will review all deliverables to determine their acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached hereto as Exhibit "C." If the City rejects the submission, it will notify the Consultant in writing as soon as the determination is made listing the specific reasons for rejection. The Consultant shall have ten (10) days to correct any deficiencies and resubmit the corrected deliverable. Payment to the Consultant shall not be authorized unless the City accepts the deliverable in writing in the form attached. The City's acceptance will not be unreasonably withheld. 28. IMMIGRATION NATIONALITY ACT. The City of Fort Worth actively supports the Immigration &Nationality Act (1NA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Consultant shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Consultant shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Consultant shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Consultant. 29. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 4.2, if either City or Consultant has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non -binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed PACSD Professional Services Agreement - Balcom Agency, LLC 8 of 13 to by the parties. Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 30. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement, and any amendment(s) hereto, may be executed by any authorized representative of Consultant whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit 'and incorporate herein by reference. Each party is fully entitled to rely on these warranties and repres tations in entering into this Agreement or any amendment hereto. � IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this! day of 44, 20. CITY OF FORT WORTH: 0 By: � MarJ. Ka City Secretary y APPROVED AS TO FORM AND By: Tyler Wallach As. �tant City Attorney NO M&C REQUIRED ALITY: PACSD Professional Services Agreement - Balcom Agency, LLC BALCOM AGENCYLLC , Stuart Balcom OFFIC�/��s f�ECORD CITY SECRETARY FT. WORTH, TX EXHIBIT A STATEMENT OF WORK The estimates below are based on one initial meeting and one round of revisions for each phase of a project (copy/layout/approval, etc.). Payment for services rendered shall be in accordance with the Agreement and Exhibit B, "Payment Schedule." Deliverables Estimated Hourly Rate Estimated Total Hours Media SPARC Program Awareness announcements. 36 $125.00 $47500.00 3 news releases Flyer — SPARC Program Educational Materials. 16 $125000 $2,000.00 Website design and program (with locator) 208 $125.00 $26,000.00 - This estimate assumes that the City will provide the content for the website. Balcom will provide a beta website for testing prior to launch. This includes a locator, which will be pulled from a client supplied CSV file. Design E-Newsletter template and Word template 34 $125.00 $45250,00 (from existing design) - To be used in email -blasts and mass mail outs to gain public awareness for the SPARC Program Media Kit with 8-10 Pages of content 48 $125.00 $63000.00 Elevator Speech 16 $125.00 $25000900 - This will include a short summary used to quickly and simply define the SPARC initiative and its value proposition. Stock Photography allowance $1,000.00 Contingency* $45250.00 TOTAL $509000900 As part of the ongoing evaluation of SPARC Program marketing and communication needs, the parties may agree, in wrng, to reallocate hours/fees as needed. *Contin�ency Funds The following items will be charged against contingency funds. Any cost being allocated and spent against the contingency funds must receive written approval from the City prior to incurring these costs. • Time spent on projects beyond these estimated hours or scope of work will be billed at $125/hour. • Printing, photography, mail list, animation or other outside agency expenses not specifically specified will be charged against contingency funds. These will be estimated separately, as needed. • Any cost exceeding the above stated estimates by task as these are estimates and may vary by 10 percent. PACSD Professional Services Agreement - Balcom Agency, LLC 10 of 13 EXHIBIT B PAYMENT SCHEDULE The Consultant shall be compensated on an hourly basis at the rate of $125.00 per hour. Payment shall be made based on monthly invoices submitted by the Consultant, which must contain the City's contract number, total amount due, progress updates concerning the tasks or deliverables completed, and the date provided for the billing period. If the City requires additional documentation, it shall request the same promptly after receiving the above -described information, and the Consultant shall provide such additional documentation to the extent the same is available. Invoices shall be submitted no later than the 10`h day following the end of the month and sent to Sheri Endsley, Parks and Community Services Department, 4200 South Freeway, Suite 2200, Fort Worth, Texas 76115. The City shall pay the monies within thirty (30) calendar days after receipt of an invoice from the Consultant unless there is a dispute as to the information provided in the invoice or Services performed. In the event of a disputed or contested billing, the City shall notify the Consultant not later than the 21" calendar day after the City receives the invoice. Only that portion so contested may be withheld from payment, and the undisputed portion will be paid. If any dispute is resolved in favor of the City, then the Consultant shall submit a corrected invoice to the City, which shall be paid within (30) calendar days after the City receives said invoice. PACSD Professional Services Agreement - Balcom Agency, LLC I1 of t3 EXI3IBI I C MILESTONE ACCEPTANCE FORM Services Delivered: Milestone /Deliverable Ref. #: Milestone /Deliverable Name: Unit Testing Completion Date: Milestone / Deliverable Target Completion Date: Milestone /Deliverable Actual Completion Date: Approval Date: Comments (if needed): Approved by Consultant: Signature: Printed Name: Title: Date: For Director Use Only Contl•acted Payment Amount: Adjustments, including penalties: Approved Payment Amount: Approved by City Department Director: Signature: Printed Name: Title: Date: PACSD Professional Services Agreement — Balcom Agency, LLC 12 of 13 EXHIBIT D VERIFICATION OF SIGNATURE AUTHORITY Full Legal Name of Company: Legal Address: Services to be provided: Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Company and to execute any agreement, amendment or change order on behalf of Company. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Company. Company will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Company. 1. Name: Position: Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: Signature of President /CEO Other Title: Date: PACSD Professional Services Agreement - Balcom Agency, LLC 13 of 13