HomeMy WebLinkAboutContract 45704 MY SECRETARY
comma No.
PROFESSIONAL SERVICES AGREEMENT
RECYCLING EDUCATION AND AD CAMPAIGN - JUNE - AUGUST 2014
CLEAR MESSAGE COMMUNICATION, LLC, AKA IGNITE IT GROUP
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") ho made and entered into by
and between the C|7f OF FORT WORTH (the "City"), e home mu|a municipal corporation situated in
portions of Tarrant, Denton, Parker, and Wise Counties, Texas and CLEAR MESSAGE
CO&8MUNMCATVON, LLC AKA IGNITE U1[ GROUP (UUG) (^Conou(tanC') acting by and through
Gho||y T. Ku|eozo, its duly authorized Director and Principal.
.. SCOPE OF SERVICES.
Consultant honabv agrees to provide the City with professional consulting services for the
purpose of providing the City of Fort Worth Code Compliance Department with professional services to
develop and implement education/outreach campaigns to oreeha awareness about the City's naaidanUa/
and commercial recycling programs, as well as their anti-littering campaign.
Specifically, Consultant will:
• Provide consultant services fora recycling behavior modification ebxjy
• Provide marketing oerv/oom for the city's ongoing recycling, littering and suobaingbi|ib/
education and outreach programs
2^ TERM.
This Agreement shall commence on June 28. 2014 and terminate on August 27. 2014 unless
terminated earlier in accordance with the provisions of this Agreement. Articles 8 and 8 herein shall
survive the term of this ogneonnenL
3.
The City shall pay Consultant an amount not hnexceed Nine Thousand Eight Hundred and Sixty
DuUana ($9.880). billable atan hourly rate ofEighty Five Dollars ($85.00) per hour.
The Contractor shall submit monthly payment invoices to the City. Invoices shall contain a
detailed breakdown to include: eemices, tasks or deliverables to the City and date prov/dad, the amount
billed for each service, task or deliverable, and the total amount due for the billing period.
Payment for oomioam rendered shall be due within thirty (30) days of the uncontested
performance of the particular services so ordered and receipt by City of Contractor's invoice for payment
of same. In the event of a disputed or contested biUinQ, only that portion so contested may be withheld
from payment and the undisputed portion will be paid. No interest will accrue on any contested portion of
M the billing until mutually resolved. City will exercise maeoonab|enaaa in contesting any billing or portion
�,) thereof.
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4.1.
Written Notice.
ZND The City or Consultant may terminate this Agreement at any time and for any reason by
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providing the other party with 3O days written notice oftermination.
4,2 Non-appropriation of Funds. 1,"11"IFICIAL RECXMI,�
CITY SECRETARY
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Professional Services Agreement-Recycling Education and Ad Campaign-March-June 2014
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.
4.3 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 or consultant shall reimburse the City for services
paid for but not actually rendered, up to the date of notice of termination.
5. 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.
6. RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) years after final payment
under this contract, 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.
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, 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.
7. 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 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.
Professional Services Agreement-Recycling Education and Ad Campaign—March-June 2014
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8. LIABILITY AND INDEMNIFICATION.
CONSULTANT SHALL 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 OR EMPLOYEES.
CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD
HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES,
FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE
OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY
RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND
ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT
OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
9. 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 under this Agreement prior to the assignment. If the
City grants consent to a subcontract, the subcontractor shall execute a written agreement with the
Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the
duties and obligations of the Consultant under this Agreement as such duties and obligations may apply.
The Consultant shall provide the City with a fully executed copy of any such subcontract.
10. INSURANCE.
Consultant shall provide the City with certificate(s) 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:
10.1 Coverage and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 Aggregate
(b) Automobile Liability
$1,000,000 Each accident on a combined single limit basis or
$250,000 Bodily injury per person
$500,000 Bodily injury per person per occurrence
$100,000 Property damage
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
Professional Services Agreement-Recycling Education and Ad Campaign—March-June 2014
$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
(d) Errors &Omissions (Professional Liability):
$1,000,000 Per Claim and Aggregate
If coverage is written on a claims-made basis, the retroactive date shall be
coincident with or prior to the date to the contractual agreement. The certificate of
insurance shall state that the coverage is claims-made and include the
retroactive date. The insurance shall be maintained for the duration of the
contractual agreement and for five(5)years following completion of the services
provides under the contractual agreement or for the warranty period, which ever
is longer. An annual certificate of insurance submitted to the City shall evidence
coverage.
10.2 Certificates.
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. All applicable policies shall be endorsed to name the
City as an additional insured thereon, as its interests may appear. The term City shall
include its employees, officers, officials, agent, and volunteers in respect to the
contracted services. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement. The City
reserves the right to make reasonable requests or revisions pertaining to the types and
limits of that coverage. 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. Such terms shall be endorsed onto
Consultant's insurance policies. 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.
11. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS
Consultant agrees to 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.
12. 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
Professional Services Agreement-Recycling Education and Ad Campaign—March-June 2014
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and hold the City harmless from such claim.
During the performance of this contract, Contractor shall not discriminate in its employment
practices and shall comply with all applicable provisions of Chapter 17, Article III of the Code of the City of
Fort Worth. Contractor agrees not to discriminate against any employee or applicant for employment
because of because of age, race, color, religion, sex, disability, national origin, sexual orientation,
transgender, gender identity or gender expression in any manner involving employment, including the
recruitment of applicants for employment, advertising, hiring, layoff, recall, termination of employment,
promotion, demotion, transfer, compensation, employment classification, training and selection for
training or any other terms, conditions or privileges of employment.
13. 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:
To CITY: To CONSULTANT:
City of Fort Worth Clear Message Communication/aka Ignite It Group
Code Compliance Department Attn: Shelly Kulesza, Director
Attn: Kim Mote,Assistant Director 5501 LBJ Freeway, Suite 240
1000 Throckmorton Dallas, TX 75240
Fort Worth TX 76102-6311
14. 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.
15. 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.
16. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the internal 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.
17. 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.
18. 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 (force majeure),
Professional Services Agreement-Recycling Education and Ad Campaign—March-June 2014
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.
19. 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.
20. 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.
21. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No extension, modification or amendment of this Agreement shall be binding upon a party hereto
unless such extension, modification, or amendment is set forth in a written instrument, which is executed
by an authorized representative and delivered on behalf of such party.
22. 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.
23. 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. The other party is fully entitled to
rely on this warranty and representation in entering into this Agreement.
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Professional Services Agreement-Recycling Education and Ad Campaign—March-June 2014
SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have executed this Agreement:
CITY OF FORT WORTH: CLEAR MESSAGE COMMUNICATIONS, LLC
DBA IGNITE IT GROUP(11G)
By:
By
Charles W. Danibfs Shelly
0
Assistant City Manager Dire r Kesza
Date:
WITNESS:
Signed:
Print Name:
APPROVED AS TO FORM AND LEGALITY:
By: k
Arthur N. Bashor
F 0"ki ,
ATTE T. ._
By:
ary J. Kayser
City Secretary
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Professional Services Agreement-Recycling Education and Ad Campaign—March-June 2014