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Home My WebLink AboutContract 48778�; �...,,, .-� �wo�� c� ��SE �tP��, ..^�r� �_ _ ORT ORTH;::� SERVICES AG1tEEMENT C� �fi�� CONTRqC1' IVp, iilis ��1�v1�:�;� t��r;r;1v�� (``Agreement"j is made and entereci into by and between the CITY OF FORT Vd�OR'I'�I (the "City" or "Cli�nt"), a hoine-nile inunicipal corporation situated in portions of Tarrant, Denton, Johnson and Wise Counties, Texas, acting hy anc� through its c�uiy auti�orizeci 1�ssrstant C;ity ivianagei•, and IVl�l�t{ILL tiU(�ti AAI2GRAVE ("Contt•actor•"), an individual. City and ContT•actor are each individually r i, i » t ii � r �. .i ee ieieir�ea �u iicieiii �i� �i "��Iiy �iiu �uiie�iiv�iy rcicii�u iu a� itie "�aiiics. 1. Scope of Services. Contractor hereby agrees, with good faith and due diligence, to provide the Cit_y with „ � ,....t,,,,�,.w,...,t,., „ra . ;,a,.� ..�,�,.,.� .�c+�,� n.+., �.a . .tt�,.,�.._,.,.,, ,.. . ,.i.,,�,. �.....�..,++.w,� ,_� �.,�w,,:,.,� , �...w, � • JG� v�G�+�3 iV� ��tVLV�Ec�F3�fy uliU ViU[�iP V[ Gut,ii Vi t��l+ i�ii}`�Vviil,,i.i �jvif LVi,iiJl+�7 i,�i ifi�,ii.iU\+ iii�iiiCiir111� Vi video enabling footage to be linked to the Fort Worth �olf website. Specifically, Contractar will perform all duties outlined and described in the Statement of Work, which is attached hereto as L:�ieiuii c��Ai�� ai�ii ii�Cv�Yi�ini�u ii�,i�.ii� /vi aii �,Li�Y^vS�S, niiii �u'ihiii�,T i�lvii�.�i iv ii�.i�,iii a� iii�. "Services." Contractor shall perform the Services in accordance with standards in the industry for thP camP nr cimilar cPrcrirPc in a�r�itinn ('nntrar-tnr chall narfnrm tha QarcrirPc in arrnrrlanra �z�ith :.sy u��s.. -v, _:,,;,»�, .;::, ; ��_:. 3s, �::Tk�:,��,, ;.��__�__v_ .,,V.z - ,_�_;,_ _,,:. ,�:._ . _:,:..: ;�, ..:.:.:,;:....�,,.,. :. E.a� � r. _ all applicable federal, state, and local laws, rules, and regulations. If there is any c�nflict bet��veen this Agreement a.nd E�it�it A, the tei-�ns and conditions of this Agreeinent shall cont�ol. 2. '1'erm. i nis �igr�ement snaii commen�;� upon ivi��y i, 2iii7 �"c,iieciive uate"j anci snaii expire no later than December l, 2017 ("Expiration Date"), unless tenninated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. 3. Com�en�ation. i he L`ity sllall pay �'ontractor an amount not io e�ceeci �lU,�.iUU.�iU, as set torth in ExhiUit B, which is attached hereto �nd incorporated herein for all purposes, and in accordance with the provisions of this Agreement. Contractor shall not perform any additional services for ti�e C:ity not specrfieci by ti�is AgY•eement uniess the City requests anci approves in w►�iting ti�e additional costs for• such setvices. The City shall not be liable for any additional expenses of �v • r � � .t • � .i r', r• � i,oiiiracior iii►i ��e�iiieu uy iiils rn}�ieeinei7i uiltes5 Tile �1� iirsi n�7�luves siii;ii ex�cii�es iii writing, City agrees to pay all invoices of Contractoi• within thii�ty (30) days of receipt of such invoice. Contractor may charge interest on late pa�ments not to exceed one percent (1 %). Merrill Hugh Hargrave �FF�C�A` �ri�� p:�,f s��i�,a��l ��r�.ic�•. n,.T�.,....,..� reaer�:l Cr�� sFrCi� . ,��_�u.�u� - EiARif N��e � or' i i Fr. wor�rH, Tac Kev_�21zo�s �. 1' e�' Ii11Il c`l �i0 i1. 4.1. Convenience. Either the City or Contractor may terminate this Agreement at any time and tor any reason by pr�vic�ing the other part_y with 3U ciays wrrtten notice of termin�tion. e n� i- r i----- ��'---- �_ r.t_' i-�- � �-- - �.L tSiC�1Gi1. 11 C1LllCi �1�lIL}/ C%UiIltiLtlS tl til[LLCIiAI UICciCIl Vl 1I115 �ifJ'iCCitlCill� LI1C iiOt3-[JICciGi11I1�' Party must give written notice to the breaching p�rty that describes the breach in reasonable detail. 'I'he breaching party must cure the breach ten (10) calendar days after receipt of notice r---- �-- �------�-=--�- �--- • r------ � �-- �-- � Tr�,-- �------,_�._.. �r�rn ine non-�rea�n�ng �dr�y, or �in�r �inie irarne as agreeu tv �y ine �aiiiCs. ii tne t�reainrn� party fails to cure the breach within the stated period of time, the non-breaching party may, in its ,,,.�,. a;�,.,-,.+;�,.. „ra .t,:,�,,,,,, ,.,..�;,,a;,,,, +,. .,r., ,.+�.�.. ,.:,.�,,- „�a,... +i.;,, n .....,,.,+ i..�., ,. „ ,,;,-�, ,.,-,,,, ,. ,. Svii. iiiovi�.civii� Cattu vViciivuc �..rii.Juuiiii. til urif` viii"vi ii�iiE uiiui.i iiiiu is�ia.i.iiii.iii� iuvva vi i.i�i,i.iiy� immediately ter�ninate this Agr�ement by giving written notice to the breaching pariy. n 2 � � i �„ n , i +�.,o + �;, a� � �� -�,.,a� � +oa �. ,-t,o �.✓ i iSi�a� i uii�ili' vu�. iil uw �.`v'�.i�i i�v iuiiu� vi ii�Suii�ii�ii� iw�u� ai� a�Ni�Yiiawu vy tiu�. City in any fiscal period for any payments due hereunder, the City will notify Contractor of such n��irran�_a. an� tliic Aar_a.PmPnt chall tarminat_n nn thP lact rla�T nf tl�a �cral r�Prinri fnr �z�hirh :,_Y...._, ��,_.. :.:�s� «4.: _ _bs __„�_�,. .:��« ::.:: �.:.:�i_:__ ��' - � �_ _-__ �.�.:�_:� r._s�� ..s_,_<:. 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 �nnrnr�ri atPr� rr. ., j,. ......... 4.4 Duties and Ot�li�ati�ns of the Parties. in the event that this A�reement is terrninated prior to the Expiration Date, the City shall pay Contractor for services actually rendered up to the effective date of tennination and Contractor shall continue to provide the City with services re�uested by the City and in accordance with this Agreement up to the effective date of terillination. Upon termination of this Agreelnent for any reason, Cont��actor shall provide the Cit_y with copies of all colnpleted or partiall_y completed docuinents prepared under this Agreement_ In the event Contractor has received access to City information or data as �. requireinent to perform services hereunder, Contractor shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City and certify that all City aata has been removed fram Contract�r's c�rnputers and �ther electranic devices. �, i�isciosu�e of �:aniiz�ts anc� Loniic�entia� iniormatiom, 5.1 Disclosure of Conflicts. Contractor hereby warrants to the City that Contractor has inade fuii ciisciosure in writing of any existing or potentiai conriicts of interest related to Contractor's services under this Agreetnent. In the event that any conflicts of interest arise after .i_.: T�`�`_ _.� _ r�_._ _r .t�_ � _ :._._'__ ---' ^-_-='_:=�'_-�- �-----�_ �---- _-�'-_'-_�- �-- _- r--�i - --_:----- ' - - L11G �1�CC4LiVG Ldl,G lll CI1LS �i�y1GG11ICI1C� t�Vllll'dl;tVl I1�IGU� [I.�iGGS 1.IIIIIIGUl'[LiGly lU I11diiG lUll disclosure to the City in writing. � ., �.- -� �--�_ , � �� , �. r--�--- �-- �,L i.,uni�ueni��l Ii�fui=iliaii�r�, Ti» �.,tty a�k�l�wieu��s tti�t �,un�i�aLivt �nay uae pr�aucf�, materials, or methodologies proprietary to Consultant. The City agrees that Consultant's � � a,.,- +i.;., n ,- „ „ , �..,n ,,, �.,, a., � ,- ,t�.� �;+., +,. �,,,�r,. �.�,,:r '.71iiViJililt Cil 3i�1ViGiiJ i.ii3i."e\�i ilif3 Li�it��.fit"vi1L 3titiiL iifii t3i� �iCSt11tUJ ivl itt\� �iL�` iii iieiV\� i3f VCiCelilf any rights in such �roprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. Contractor, for itself and its ��nArn nrYa a mrs��<�c>c>n rrraac 4� 4�t }�n�� t 4 �� fivr�vinti �r�a� t� �t �+�r t�a vii�vv�a� us�.'iit,i ui�u v��j✓�v,yv�.a� u�ji�.+�.a ��ut it $�iui� �ri`.ut u�� ,..�,��w�.�,Tt �,T^vv�u�u �v �� vy ��i�. Mcrrill llu�h liar�rravc Professior�al �en7ces Agreetnent — Cienera] Pa};c 2 of 11 Rcv, 12/2U15 City ("City Information") as confidential and shall not disclose any such information to a third party ��vithout the prior vvt'itten approval of the City. S.3 Unauthorized Access. Contractor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Infonnation in any way. Contractor shall notify the City iminediately if the security or integrity of any City rnformation has been comprornised or is believed to have been compromised, in which event, Contractor shall, in good faith, use all commercialiy reasonable efforts t� c�operate with the City in ic�entifying what infor�natian has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 6. Right to Audit. Contractor agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to eYamine at reasonable times any directly pertinent books, docunler�ts, papers and records of the Cont��actor involving transactions relating to this Agreement at no additional cost to the City. Contractor agrees that the City shall have access c�uring normal �u�rking hours to all necessary Contractor 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 Contractor not less than 10 days ��vritten notice of any intended audits. 7, independent Contractor. It is expressly understood and agreed that Contractor shall operate as an independent contractor as to all righYs and privileges granted herein, and not as agent, representative or employ�e of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Contr�ctor shall have the exclusive right to control the details of its operations and activities and b� sol�ly r�sponsible for the acts and oinissions of its officers, agents, s�rvants, employees, contractors and subcontractors. Contractor acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and etnplayees, and ContractoY•, its officers, agents, employees, servants, contractors and subcontractors. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Contractor. . It is ti�rtlier understood that the City shall in no way be considered a Co-employer or a Joint employer of Contractor or any officers, agents, servants, employees or subcontractors of Contractor. Neither Contractor, nor any officers, agents, servants, ernployees �r subcontractors of Contractor shall be entitled to any employment bene�ts from the City. Contractor shall be responsible and liable for any and all payment and reporting of t�xes on behalf of itself, and �ny of its offic�rs, agents, servants, employees or subcontractors. 8. I.iabilit,y and Indemnification. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL Merrill Hugh Hargrave Yrofessional Services Agreement — Ueneral Pagc : of 11 Rcv. 12/2� 14 PRO�"ERTY LOSS, PIlOPEll7'I' DA�IAGE ANI)IOR PERSONAL Ili�JUIZY, INCLZTD'I1VG �9if1d2dj d� 111V�f1�d/ t`ld.�� r�ll�.DY�l�Jy ll2' �1`7d laalVB/ (ll� l. Ldliil� fY' lllilllJide REAL OR ASSERTED, TO THE EXTENT CAIISED BY THE NEGLIGENT ACT(S) OR Olt�fl.�.�'I41�(.�'), I�fALF'E�1.S',4NCE ��t IN�`EN7'IOIi'A� 1VfI.�'�'�N�UCi' 0�' C'4/V�'ftA�'TOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. CONTIlACT�OIZ COT�EIYANTS AliTD AGREES 7'O, AND DOES I�EREBY, Il!'DEN�NI�'Y, HOLI) � L�',5'�'�1WI� Ia�'�'E1VD 7'I�E CIT"�', IT�' OFF'�'ICEIl�S',14�E11�7',S', SER i�ANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LA 4if��'CIIT,S' FOR EI7'HEIZ PIZ�f'��:7'Y lDAN1A�E �Is LO.S.i` (iNCLIIDING ALL�'GED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS AND ANY RESULTING LOST �'ItOg'IT,.�) AND�OR P�RSONAL �1VJU�tY, �NCLFID��VG I)E14TH, 7'� ANg' 14ND ALL .Sdi1l.JTolrAi� ol' f11V� 1�Llr.!/ �i@ l-lltllilil.lL'd!9 YY111ild1El\ A�4/:�9� il.fli ��Y�.7Yli1\lliL� ARISING OUT OF OR IN C0IVNECTION WITH THIS AGREEMENT, TO THE EXTENT �',4U.5'El) BY TtI�' Ii�E�LIGENT AC�'S' OR Ot�IIS'.S'IOI�.�` OR 1V1,4�,F�A;�'�1NCE (�F' CONTRACTOR, ITS 4FFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. Assignment and Subcontractin�. Contractor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without tlle prior wt•itten consent of t11e City. 1f the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Contractor under which the assignee agrees to be t�ound by the duties and obligations of Coniractor under this Agreement. The Contractor 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 Contractor referencing this Agreemenfi under which the subcontractor shall agree to be bound by the duties and obligations of the Contractor under this Agreement as such duties and obligations may apply. The Contractor shall provide the City with a fully executed copy of any such subcontraci. 10. Insurance. 10.1 The Contractor shall carry the following insurance covera�e with a company that is licensed to da business i� Texas or athenvise appraved by the City: 1. Commercial General Liability with a combined limit of not less than $1,000,000 per occurrence. 2. Automobile Liability Insurance with a combined limit of not less that $1,000,000 per occurrence. 3. Professional Liabilit�� {Errors & Omissions) in the amoun# of $1;�00,000 per olaim and $1,00O,OOU ag�regate liinit. 4. Any other insurance as rec�uired by City. 1.2 General Insurance Requirements: 1. All applica.ble policies sha11 name the City as an �dditional inszued thereon, as its interests inay appear. The term City shall include its ernployees, officers, officials, agents, and volunteers in respect to the contracted services. Memll Hugh Hargrave Professionul Services Agreement — General Pa�c 4 of 11 Rcv. 12/2015 2 3 � 5 Q The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favo�� c�f the City of Fort Worth. 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, 200 Tesxas, Fort Worth, Texas 76102, with copi�s to the City Attorney at the same adaress. The insurers for all policies must be licensed and/or approved to do business in the Sta.te of Texas. All insurers inust have a minimeun ratin� of A- VII in the curr�nt 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 requi�•ed. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance rec�t�irement. Certificates of Insurance evidencing that the Contractor has obtained all required insurance shall be delivered to the City prior to Contractor proceeding with any work pitrsuant to this Agree�i�ent. 11. Compl�a�ce with �aws, Or�l�n�nces, Rules �nd Re�ulation�. Contractor agrees to comply with all applicable federal, state and local laws, ordinances, rules and regnlations. If the City no#ifies Contraetor of any viola#i�n of such la��vs, ordinances, rules or regulations, Contractor shall iinnlediately desist froln and correct the violation. 12. I�ton-Iiiscrimination �ovenant. Contractor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that rn the pet�formance of Contractor's duties and obligations hereunder, it shall not discriininate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alieged violation of this non-discrimination covenant by Contractor, its personal representatives, assigns, subcontractors or successors in interest, Contractor agrees to assume such liability and to indemnify and defend the �'ity anc� hold the City harmless from such claim. 13. l�atices. Notices required pursuant to the provisions of this Agreement shall be conclusively deterrnined to have been delivered w��en (1) hand-delivered to the other party, its agents, employees, servants or representatives, or (2) received by the other party by United States Mail, re�istered, return rec�ipt rec�uestea, adc�r�ssed as follows: TO THE CITY: City of Fart Wort1T Attn: Susan Alanis 200 Texas Street Fort Worth TX 76102 Meirill Hugh Hargrave ProLessivnxl Servic;es Agreemenl — Ueneral Page 5 of 11 Witl� Copy tc� the City Attorney at same address Rev. 12/2015 TO CON'I'RACTOR: Merrill Hugh Har��rave 6101 Royalton Street, Ste. 102 Houston, T�xas 77081 14. Solicitation of Em�lo,yees. Neither the City nor Contractor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for e�nployment or emp}oy, 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. This provision shall not apply to an employee who responds to a general solicitation or advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, the City does not waive or surrencier any of its govet•nmental powers. 16. I�10 Waive�•. The failure of the City ar Contractor to insist upon the performance of any term or provisron of this Agre�ment or to exercise any right granted herein shall not constitute a waiver of the City's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasian. 17. Governin� i,aw and Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any actioll, whether real or asserted, at law or in equity, is brou�ht 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. 18. Severabilitv. 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, 19. Fo r•ce 19�a�eu �•e. The Cit_y and Contractor shall exercise their best efforts to meet their respective duties and ohligations as set forth in this Agreement, but shall not be held liable for any delay or oinission in performance due to farce maj�ure or other caus�s b�yond their reasonable control (force majeure), including, but not limited to, compliance ��vith any government lat�, ordinance Memll Hu�h Hargraee Professional Services Agreement — General Page 6 of 1 1 Nev. 12/ZO 15 or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrretions by any gov�rnmental authority, transportatian �roblems andlor any other similar causes. 20. Headings Not Controlling, Headings and titles used in this Agreement are for reference purposes only and shall not be c�eemea a part of ti�rs Agreement. 2L I�eview of Counsel. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting pariy shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such ainendlnent is set forth in a written instrum�nt, and c�uly executed by an authorizea representa.tive of each party. 23. Entiret,y of A�reement. This Agreement, including any e�ibits attached hereto and any documents incorporated hert'ein by refer�nce, contains the entire understanding and agreement between the City and Contractor, their assigns and successars in interest, as to the matters contained herein. Any prior� ar contemporaneous oral or wt-itten agreelnent is hereby declared null and void to the extent in conflict with any provision of this A��reement. 24. �ignature Authorit� The person signing this Agreement, and any amendinent hereto, hereby warrants that he/she has the legal authority to execute this Agreement on l�ehalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. E�ch party is fully entitled to rely an these ��arranties and representations in entering into this Agreement or any amendment hereto. 25. Counterparts. This Agreement may be executed in in one or more counterparts and each counterpart shall, fort• all purposes, be deemed an original, but all such counterparts shall together constitute one and the same. An executed Agreement, modification, amendment, or separate signature page shatl constitute a duplicate if it is transmitted throu�h electronic means, such as fax or e-inail, and reflects the signing of the document Uy any party. Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. Merrill Hugh Hargrave Profcssiouul Scrviccs Agrccmcnt — Gcncral Page 7 of 11 Rev. 12/2015 26. Third Partv Beneficiaries. The provisions and conditions of this Agreement are solely for the benefit of the City and Conti'acto►', and theil• la��vful successors or assigns, �nci are not int�ncieci to create �ny rights, contractual or otherwise, to any other person or entity. 27. Survival. Section 4.4 (Duties and Obligations of Parites), Section 5(Confidentiality), Section 6 (Right to Audit), a��ci S�ction �$ (Liabilit_y �nd Int�eri�nifrcatic�n) shall sut•vive tei'minati�r� of this Agreement. 28. Ownership and Intellectual �'ropert�ghts 28.1 City shall own all right, title, and interest in the work produced by Contractor und�r this A�r•eer��ent (collectiv�ly, "Work Product") at all times thro«ghout the ��vorlc3_. Further, City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to tlie Wor•k Pi•oduct. Ownership of the Woi�k Product shall inure to the benetit of the City from the date of conception, cre�tion ar 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"worlc-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-far-lure" within the meaning of the Copyright Act of 1976, as amended, Contractor 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 abt�in, withaut fiirther consideration, free from any claim, lien far balance due, or rights of retention thereto on the part of the City. Contractor shall h3ve t�o copyright �r other intellectual property interest in the Worl: Product. 28.2 The City shall have access to and be entitled t� review and copy any portion of the Work Prodtect at any time. Executed in i�lultiples this the ��`day off %�`Zc'� , 2017. CITY OF FORT WORTH: -�. � By. �, : S san�anis As�i� f City Manager Menill Hugh Hargr�me Professional Seroices Agreement — General Page 8 of 11 MERRII,L HUGH HARGRAVE ' � i� zi �— �� P�I�� 1�dD �«�i�P' $��I�T�IR^, �. �� u ', Rev. 12/2015 Contract Compliance li�Ianager: Sy signing, I acknowledge that I ain the person responsible for the monitoring and administration of this contract, including ensuring all perfarmance and reporting t�equirements. � l�Gt��it% Name of Em oyee /`/1%l'l� �/��'�/O� ' _ �l� Title �� `�� ` •• �i A'I' 'T; C�. � :� ,� ',�' Mary J' 's r � '•• � � City �ecY•etaty � �'�'%ti��,� � .. APPROVEI) AS TO FORM AND LEGALIT�: Assistant 't orney CONTItACT AUTHOIZIZATION: No M&C Necssary Memll Hugh Hargrave Profossional Scr�riccs ARrccmcnt—Gcncral I'age 9 of I 1 QPFICIA�, RE�@R� �1°d'�' �I��IR�`�'�A�iY �"y'4M4��'�I� TX Rev. I 2/2015 2 3. � �1 : � , 1 / �. . .. ContractoY� is a full service c�mrnercial digital still and video studio that will provide the following services to the City as part of this Agreement: a. Digital Services - covers the converting, editing, retouching all of the iinages. b. Pro Photo Digital Video Discs - bl�rning dislc c. Drone Photography - capturing still and video footage d. Dron� Post Productian — editing and convertin� foota�;e for web applieat�ons e. All images and video will be delivered to the City in high and low resolution for printing and web applications on or before the Expriation Date of this Agreement. All �hotography and video will occur during the optiinuin time of the day to produce the highest and most desirable pictures of each golf course. Contractor shail not interfere with the operations of any of the galf courses for which he will he providing his �ervices. Contractor shall provide these services for each of the City's five golf courses, including the following: a. Me�dovvbrook Golf Course, 1815 Jenson Road, Fort Worth, Texas 76i 12 b. Pecan Valley Golf Course, 6400 Pecan Valley Drive, Fort Worth, Texas 76132 c. Rackwood Golf Course, 1851 Jacksboro High�vay, Fort Worth, T�xas 76114 d. Sycamore Creek Golf Course, 401 Martin Luther King, Jr., Freeway, Fort Worth, Texas 76104 Meirilt Hugh Hargrave Professional Services Agreement — General Page 10 of 11 Rev_ 12/2015 Total Coinpensation. Thousand Dollars an Agreement to include ,� . ,. ',` � � �. , . ., . � Total compensation under this Agreeinent shall not exceed Ten d No Cents ($10,000.00) for all Services performed under this the total of the Contractor's fixed fee and all reimbursable expenses. a. Fee. As full and complete compensation for all Services described herein, Contractor• sl�all be paid a fee of up to Fiv� Ttiousa�d Sever� Hu�dred Tw�nty- Five Dollars and No Cents ($5,725.00) ("Fee"), exclusive of reimburseable expenses. The City shall pay the Contractor the full Fee within thirty (30) calendar days after the Contractor submits all deliverabies to the City pursuant to this Agreement. b. Reimbursable Ex�enses. In addition to th� Fee herein, City shall r�imburse Consultant for reasonable and necessary expenses, including production, delivery, and travel expenses, in an amount not to exceed Four Thousand Two Hundred Seventy�Five Dol3ars and No Cents ($4,275.00). Incurred reimburs�ble expenses will be paid concurrently with any invoice submitted for the perforinance of Servic�s. 2. Following completion the Services, the Contractor shall provide the City with a signed fee invoice summarizing (i) the completed Services and (ii) the Reimbursable Expenses that have been incurred and requesting payment. In submitting invoices, Contractor shall provide copies of receipts for a11 Reimbursable Expenses. If the City requires additional reasonable inforn�ation, it shall request the same promptly after receiving the aUove infonnation and ttle Contractor shall provide such additional reasonaUle information to the extent the same is available. Invoices shall be submitted to the City of Fc�rt Worth, att�ntion Nancy Bunton, 4200 S. Freeway, Fort Worth, Texas 7bl l5. 3. In the event of a disputed or contested billing, �nly the portion being contested ��vill l�e wrthheld fr�m payment, and the undisputed portion t�vill be pard. City will exercise reasonabletiess in contestizig any l�ill or portion thereof. No interest will accrue on any contested portion of the billing until the contest has been mutually resolved. 4. For contested billings, the City shall make payment in full to Contractor within sixty (60) calenc�ar ciays of the dat� the contested YnatteY• is resolved. Merrill Hugh Hargrave Professional Services Agreement — General Page 11 of 11 Rev. 12/2015