HomeMy WebLinkAboutContract 56901 CSC No.56901
FORT WORTH
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and entered into by
and between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by
and through its duly authorized Assistant City Manager, and ANDROVETT LEGAL MEDIA &
MARKETING, LTD. ("Consultant"), a Texas limited partnership acting by and through its duly
authorized representative, each individually referred to as a "party" and collectively referred to as the
"parties."
1. Scope of Services. Consultant shall assist the City in and help implement public
communications outreach strategies on matters pertaining to City business("Services"),which are set forth
in more detail in Exhibit"A,"attached hereto and incorporated herein for all purposes.
2. Term. This Agreement shall be effective as of June 15, 2021 ("Effective Date") once
signed by the Assistant City Manager for the City and will expire one year from that date on June 14,2022
("Expiration Date"), unless terminated earlier in accordance with this Agreement. This Agreement may
not be extended or amended unless mutually agreed in writing by both the City and Consultant.
3. Compensation. City will pay Consultant an agreed hourly rate in monthly installments in
accordance with the provisions of this Agreement, including Exhibit `B," which is attached hereto and
incorporated herein for all purposes. Total compensation under this Agreement will not exceed
$100,000.00. Consultant will not perform any additional services or bill for expenses incurred for City not
specified by this Agreement unless City requests and approves in writing the additional costs for such
services. City will not be liable for any additional expenses of Consultant not specified by this Agreement
unless City first approves such expenses in writing.
4. Termination.
4.1. Written Notice. 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 City in any fiscal period for any payments due hereunder, City will notify
Consultant of such occurrence and this Agreement will 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 have been
appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date,City will pay Consultant for services actually rendered up
to the effective date of termination and Consultant will continue to provide City with services
requested by City and in accordance with this Agreement up to the effective date of termination.
OFFICIAL RECORD
Professional Services Agreement
CITY SECRETARY
FT.WORTH, TX
Upon termination of this Agreement for any reason,Consultant will provide 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 will return all City provided data to City in a machine readable format or
other format deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Consultant hereby warrants to 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
City in writing.
5.2 Confidential Information. Consultant, for itself and its officers, agents and
employees, agrees that it will treat all information provided to it by City ("City Information") as
confidential and will not disclose any such information to a third party without the prior written
approval of City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Consultant. It will be the responsibility of Consultant to submit reasons
objecting to disclosure.A determination on whether such reasons are sufficient will not be decided
by City,but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access. Consultant must store and maintain City Information in a
secure manner and will not allow unauthorized users to access,modify,delete or otherwise corrupt
City Information in any way. Consultant must notify City immediately if the security or integrity
of any City Information has been compromised or is believed to have been compromised,in which
event,Consultant will,in good faith,use all commercially reasonable efforts to cooperate with City
in identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Consultant agrees that City will, until the expiration of three (3) years
after final payment under this Agreement, 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,including,but not limited to,all electronic records,of Consultant involving
transactions relating to this Agreement at no additional cost to City. Consultant agrees that City will have
access during normal working hours to all necessary Consultant facilities and will be provided adequate
and appropriate work space in order to conduct audits in compliance with the provisions of this section.
City will give Consultant reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Consultant will
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 City. Subject to and in accordance with the
conditions and provisions of this Agreement,Consultant will 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, Consultants, and subcontractors. Consultant acknowledges that the doctrine of
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respondeat superior will not apply as between City, its officers, agents, servants and employees, and
Consultant, its officers, agents, employees, servants, contractors, and subcontractors. Consultant further
agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City
and Consultant. It is further understood that City will in no way be considered a Co-employer or a Joint
employer of Consultant or any officers,agents,servants,employees,contractors,or subcontractors. Neither
Consultant,nor any officers,agents,servants,employees,contractors,or subcontractors of Consultant will
be entitled to any employment benefits from City. Consultant will 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,
contractors,or contractors.
8. Liability and Indemnification.
8.1 LIABILITY- CONSULTANT WILL BE LIABLE AND RESPONSIBLE FOR
ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING 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, EMPLOYEES, CONTRACTORS,
OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION- CONSULTANT HEREBY COVENANTS
AND AGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,
AGENTS,SERVANTS AND EMPLOYEES,FROM AND AGAINST ANY AND ALL CLAIMS
OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS(INCL UDING ALLEGED DAMAGE OR LOSS TO
CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR
PERSONAL INJURY,INCLUDING DEATH, TO ANY AND ALL PERSONS,ARISING OUT
OF OR IN CONNECTION WITH THIS A GREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION— Consultant agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay will not apply if
City modifies or misuses the software and/or documentation. So long as Consultant bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Consultant will have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City will have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Consultant in doing so.In the event City,for whatever reason,assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City will have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Consultant will fully participate and
cooperate with City in defense of such claim or action. City agrees to give Consultant timely
written notice of any such claim or action,with copies of all papers City may receive relating
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thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses
will not eliminate Consultant's duty to indemnify City under this Agreement.If the software
and/or documentation or any part thereof is held to infringe and the use thereof is enjoined
or restrained or,if as a result of a settlement or compromise, such use is materially adversely
restricted, Consultant will, at its own expense and as City's sole remedy, either: (a) procure
for City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non-infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible, and functionally equivalent non-infringing software and/or documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available
to Consultant terminate this Agreement, and refund all amounts paid to Consultant by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
9. Assignment and Subcontracting.
9.1 Assignment- Consultant will not assign or subcontract any of its duties,obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment,the assignee will execute a written agreement with City and Consultant under which
the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement.
Consultant will be liable for all obligations of Consultant under this Agreement prior to the effective
date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract,the subcontractor will execute
a written agreement with Consultant referencing this Agreement under which subcontractor agrees
to be bound by the duties and obligations of Consultant under this Agreement as such duties and
obligations may apply. Consultant must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Consultant must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Consultant, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle"will be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
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Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
$100,000- Bodily Injury by accident;each accident/occurrence
$100,000- Bodily Injury by disease; each employee
$500,000- Bodily Injury by disease;policy limit
(d) Professional Liability(Errors&Omissions): ❑ Applicable ❑N/A
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees,officers,officials,agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium.Notice must be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth 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 City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Consultant has obtained all
required insurance will be delivered to the City prior to Consultant proceeding with
any work pursuant to this Agreement.
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11. 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 City notifies
Consultant of any violation of such laws, ordinances, rules or regulations, Consultant must immediately
desist from and correct the violation.
12. Non-Discrimination Covenant. Consultant, for itself, its personal representatives,
assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees
that in the performance of Consultant's duties and obligations hereunder, it will 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,
CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, CONSULTANT
AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND
HOLD CITY HARMLESS FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will 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:
To CITY: To CONSULTANT:
City of Fort Worth Androvett
Attn: Assistant City Manager 4144 N Central Expressway, Suite 1250
200 Texas Street Dallas,TX 75204
Fort Worth,TX 76102-6314
Facsimile: (817)392-8654 Phone: 214-559-4630
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Employees. Neither City nor Consultant will, 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 will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Consultant to insist upon the performance of any term
or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's
or Consultant's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
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17. Governing Law/Venue. This Agreement will 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 will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Majeure. City and Consultant will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will 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; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems;restraints or prohibitions by any court,board,department,commission,or agency
of the United States or of any States;civil disturbances;other national or regional emergencies;or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected(collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance,as soon as reasonably possible after the occurrence of the Force Majeure
Event,with the reasonableness of such notice to be determined by the City in its sole discretion.The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only,will not be deemed a part of this Agreement,and are not intended to define or limit the scope
of any provision of this Agreement.
21. 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 will not be employed in the interpretation of this
Agreement or the Exhibits.
22. Amendments/Modifications/Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes,be deemed an original,but all such counterparts will together constitute
one and the same instrument.
24. Warranty of Services. Consultant warrants that its services will be of a high 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 will 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 City to Consultant for the nonconforming
services.
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25. Immigration Nationality Act. Consultant must verify the identity and employment
eligibility of its employees who perform work under this Agreement,including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Consultant will provide City with copies of all
I-9 forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Consultant must adhere to all Federal and State laws as well as establish appropriate
procedures and controls so that no services will be performed by any Consultant employee who is not
legally eligible to perform such services. CONSULTANT WILL INDEMNIFY CITY AND HOLD
CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO
VIOLATIONS OF THIS PARAGRAPH BY CONSULTANT, CONSULTANT'S EMPLOYEES,
CONTRACTORS,SUBCONTRACTORS,OR AGENTS.City,upon written notice to Consultant,will
have the right to immediately terminate this Agreement for violations of this provision by Consultant.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers,procedures, guides, and documentation that are created,published,displayed,or produced in
conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City
will 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 will inure to the benefit of 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 will be considered a"work-made-
for-hire" within the meaning of the Copyright Act of 1976, as amended. 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 to City 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 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 City.
27. Signature Authority. The person signing this Agreement hereby warrants that they have
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 hereto, may be executed by any authorized representative of Consultant.
Each party is fully entitled to rely on these warranties and representations in entering into this Agreement
or any amendment hereto.
28. Change in Company Name or Ownership. Consultant must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Consultant or authorized official must sign the letter. A letter
indicating changes in a company name or ownership must be accompanied with supporting legal
documentation such as an updated W-9,documents filed with the state indicating such change,copy of the
board of director's resolution approving the action,or an executed merger or acquisition agreement.Failure
to provide the specified documentation so may adversely impact future invoice payments.
29. No Boycott of Israel. If Consultant has fewer than 10 employees or this Agreement is
for less than $100,000, this section does not apply. Consultant acknowledges that in accordance with
Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a
company for goods or services unless the contract contains a written verification from the company that it:
(1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms
"boycott Israel" and "company" has the meanings ascribed to those terms in Section 2271 of the Texas
Government Code. By signing this Agreement, Consultant certifies that Consultant's signature
provides written verification to the City that Consultant: (1) does not boycott Israel; and(2)will not
boycott Israel during the term of the Agreement.
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30. Prohibition on Boycotting Energy Companies. Consultant acknowledges that in
accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S.,
S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of
$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10
or more full-time employees unless the contract contains a written verification from the company that it:
(1) does not boycott energy companies; and (2)will not boycott energy companies during the term of the
contract. The terms"boycott energy company" and"company"have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 13, § 2. To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Consultant certifies that Consultant's signature provides written verification to the City that
Consultant: (1) does not boycott energy companies; and(2)will not boycott energy companies during the
term of this Agreement.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries.
Consultant acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government
Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a
contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from
public funds of the City with a company with 10 or more full-time employees unless the contract contains
a written verification from the company that it: (1) does not have a practice,policy, guidance, or directive
that discriminates against a firearm entity or firearm trade association; and(2)will not discriminate during
the term of the contract against a firearm entity or firearm trade association. The terms "discriminate,"
"firearm entity"and"firearm trade association"have the meaning ascribed to those terms by Chapter 2274
of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that
Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement,
Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (1)
does not have a practice,policy,guidance,or directive that discriminates against a firearm entity or firearm
trade association; and(2)will not discriminate against a firearm entity or firearm trade association during
the term of this Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature.For these purposes,"electronic signature"means electronically scanned and transmitted versions
(e.g.via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between 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.
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IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of this
e--�(hec29,2-14,35�, contract,including ensuring all performance and
By.
Name: Fernando Costa reporting requirements.
Title: Assistant City Manager
Date: Dec 29,2021 20
By: Selena Ala(Dec 29,202111:48 CST)
Name: Selena Ala
APPROVAL RECOMMENDED: Title: Sr. Executive Assistant to City Management
APPROVED AS TO FORM AND LEGALITY:
By: Allison Tidwell(-29,202 :02CST)
Name: Allison Tidwell
Title: Lead AdministrativeAsst./Reviewer By: '/"��°
Name: Taylor C. Paris
ATTEST: oag4FORTIlIln Title: Assistant City Attorney
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Name: Jannette S. Goodall as °°°°°°° d
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Title: City Secretary
CONSULTANT:
Androvett Legal Media &Marketing,Ltd.
Michael T And✓a✓eH
By: Michael 1.And—,It(Dec C9,202111:44 CSr)
Name: Michae[J.Androvett
Title: President
Date: Dec 29,2021
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
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EXHIBIT A
SCOPE OF SERVICES
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ANDROVETT
4144 North Central Expressway,Suite 1250 1001 McKinney Street,Suite 470 106 East 6th Street
Dallas,Texas 75204 Houston,Texas 77002 Austin,Texas 78701
p 214 559 4630 p 713 383 0090 p 512 942 2555
Consultant and Consultant's representative,Mike Androvett, will assist the administration of
the City with communicating accurately and transparently on matters of public importance.
This will include assisting the City in the following activities:
• Working closely with City leaders on communication issues of public importance
• Collaborating with members of the City's communications infrastructure
• Developing communities' strategies and tactics that are accurate and transparent
• Helping to develop written and/or spoken narratives including themes, talking points,
statements, and Q & A's
• Attending meetings, conferences,hearings, and other events as requested by the City
• Assisting City staff in responding to media inquiries and/or inquiries from members of
the public
• Working with other city officials, including ACM's, HR,the Legal Department, and
members of the Fort Worth City Council, as requested.
• Assisting the City in responding to events that are identified as urgent or as matters of
public importance.
• Assisting in preparing and implementing media events including interviews, news
conferences and other appropriate tactics.
• All other activities required of Mr. Androvett and Consultant in conducting its role as
Communications Consultant for the City of Fort Worth
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EXHIBIT B
PAYMENT SCHEDULE
Consultant will submit monthly invoices to City accounting for the total hours spent providing services for
the prior month. City will pay Consultant $325.00 per hour, on a monthly basis, based upon the prior
month's invoice as submitted by the Consultant. In the event that the City has expended $100,000.00 in
aggregate compensation and expense reimbursement, or Consultant's next invoice would require City to
eclipse $100,000.00, and the City and Consultant wish to continue the Services hereunder, such
arrangement must be approved by the City Council in accordance with Section 2-9 of the City Code and
reflected in a written amendment to this Agreement, signed by both parties. Consultant agrees that in no
event will the total compensation owed by City to Consultant under this Agreement exceed $100,000.00,
unless appropriate Council authorization,and written amendment,as described above has been previously
obtained.
City agrees to pay any undisputed portions of submitted invoices within 30 days of receipt.
Professional Services Agreement Page 13 of 13