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HomeMy WebLinkAboutContract 49021 CITY SECRETARY t p; CONTRACT N0._�L=- PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipality organized under the laws of the State of Texas, acting by and through David Cooke, its duly authorized City Manager, and THE LEMASTER GROUP, LTD ("Consultant"), acting by and through Lisa LeMaster, its duly authorized President. 1. SCOPE OF SERVICES. 1.1. Consultant's Services. Consultant hereby agrees to review, research, learn and observe key City department operations to educate Consultant on the City's operations and the job requirements of high level decision makers and to provide the City with professional consulting services ("Services") to assist the City with media and crisis communications events as well as consultation on strategies and tactics regarding select City issues. Consultant agrees to provide the following Services: a. Twenty-four/seven (24/7) availability for assistance on crisis or quick response situations as determined by the City Manager or his designee; b. Consultation on messaging and positioning on high-profile issues confronting leadership; C. Review, research, learn and observe key City department operations to educate the Consultant on the City's operations and the job requirements of high level decision makers; d. Media coaching/advance media preparation techniques for select spokespersons (twice a month maximum); e. Evaluation of the effectiveness of current communications system within City hall and recommend, if necessary, ways to improve collaboration among City Departments and established communication practices; f. Assistance with the preparation of documents such as FAQs, articles or other written materials that target all or large parts of the Fort Worth populace; g. Consultation with staff on documents prepared and targeted to specific groups within Fort Worth, such as business or minority leaders; h. Participation in scheduled meetings and briefings, upon request of the City Manager or his designee, to establish "lessons learned" from recent controversies and assist in establishing best practices going forward; and i. Assistance with speeches,press conferences or other major public appearances. Consultant, at the request of the City Manager, will conduct one or more media coaching sessions for the City. Compensation for the media coaching session(s) will be determined and agreed upon between the City Manager and the Consultant prior to each media coaching session. Consultant shall meet with the City Manager and provide the City Manager with reports and updates related to the Services as Consultant or the City Manager deem necessarv. The City OFFICIAL RECORD Page 1 CITY SECRETARY Professional Services Agreement with The LeMaster Group,LTD FT.WOR'YH,TX and Consultant agree that all budgetary and personnel recommendations arising from Consultant's Services hereunder shall ultimately be directed and implemented by the City Manager or his authorized designee, and not by Consultant, unless specifically requested by the City Manager. During the Term of this Agreement, Consultant shall not provide services or assistance to any other entity or person that would conflict with or create an appearance of a conflict with any of the Services rendered hereunder. 1.2. City's Duties. The City shall provide Consultant access to City staff as necessary for Consultant to provide all Services hereunder. The City shall also provide Consultant with reasonable facilities and equipment in order to allow Consultant to perform its duties and obligations under this Agreement. 1.3. Work Schedule. Consultant shall provide Services hereunder in a reasonably appropriate timeframe, determined by mutual consent of the City and Consultant, in their professional judgment. 1.4. Work Product. All work produced by Consultant under this Agreement (collectively the "Work Product") will be considered works for hire and will be the sole and exclusive property of the City. In the event that the Work Product is not copyrightable subject matter or is for any reason not deemed to be works for hire, Consultant hereby assigns all right, title and interest in the Work Product to the City and will execute any documents required to evidence such assignment. Without limiting the foregoing, Consultant understands and agrees that Consultant will not retain any ownership rights whatsoever in or to the Work Product. Consultant hereby warrants and represents that the Work Product will be original work and will not infringe upon or violate rights of any person or entity, including, without limitation, any copyrights, trademarks or rights of privacy or publicity. This provision shall survive the termination or expiration of this Agreement. 2. TERM. This Agreement shall commence as of March 3, 2017 ("Effective Date") and shall continue in full force and effect until September 3, 2017 (the "Term"), unless terminated earlier in accordance with the provisions of this Agreement or when the City has provided Consultant with written notice that Consultant's Services are no longer required, in which case Section 4.2 shall apply. 3. COMPENSATION. 3.1. Subject to the provisions of Section 4.2 of this Agreement, the City shall pay Consultant the sum of Seven Thousand Five Hundred Dollars ($7,500.00)per calendar month for Page 2 Professional Services Agreement with The LeMaster Group,LTD the first three months of the Agreement and Five Thousand Dollars ($5,000) per calendar month for months four through six of the Agreement for Services provided hereunder, plus reasonable expenses, as outlined in 3.2 below, incurred during that month("Payment"). Any services provided by the Consultant outside the Scope of Services listed in Section 1 of this Agreement shall be paid on an hourly basis with an hourly rate of Three Hundred Dollars ($300) paid to Lisa McMaster and an hourly rate of Two Hundred and Twenty-Five Dollars ($225) paid to Rick Ericson. The City Manager and the Consultant shall agree, prior to any services provided by the Consultant that are outside the Scope of Services, that the services will be billed at an hourly rate. Consultant shall provide the City with an invoice for each monthly Payment within ten (10) calendar days following the month covered by such invoice which itemizes the number of hours and Services, including hourly services, performed by Consultant for the City each month. For example, Consultant shall provide the City with an invoice for the month of March 2017 on or before April 10, 2017. Any expenses reflected in such invoice shall be properly documented to the reasonable satisfaction of the City. The City will make each Payment within ten (10) calendar days following receipt of Consultant's invoice. If a major event happens that requires Consultant to provide Services in excess of fifteen percent (15%) of the monthly retainer, prior approval of the City Manager or his designee will be required. In no event will Payments under this Agreement exceed One Hundred Thousand Dollars ($100,000.00) in the aggregate, unless specifically authorized by the City Council during a meeting conducted in accordance with Chapter 551 of the Texas Government Code. 3.2. The City agrees to reimburse Consultant for all reasonable expenses including mileage, parking, conference call charges, production of media materials and courier services. All expenses will be included and detailed in the monthly invoice provided in 3.1 above. Any expenses over One Hundred and Fifty Dollars ($150.00) each month shall require the prior approval of the City Manager or his designee. 4. TERMINATION. 4.1. Written Notice. Either party may terminate this Agreement at any time and for any reason by providing the other party with thirty (30) days written notice of termination. 4.2. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to expiration of the Term, as provided in Section 2, the City shall pay Consultant only for Services actually rendered as of the effective date of termination and Consultant shall continue to provide the City with Services requested by the City and in accordance with this Agreement up to the effective date of Page 3 Professional Services Agreement with The LeMaster Group,LTD termination. In the event that the effective date of termination of this Agreement is a day other than the last day of a given calendar month, Payment for the month in which the termination takes effect shall be prorated in accordance with the number of days in such month remaining after the effective date of termination. 5. DISCLOSURE OF CONFLICTS. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services and proposed services with respect to Services rendered hereunder. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees to immediately make full disclosure to the City in writing. 6. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges granted herein, and not as an agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between the City and Consultant. As an independent contractor, Consultant understands and agrees that Consultant will not be eligible for any City employee benefits and will not be considered an employee with regard to any laws concerning Social Security, disability insurance, unemployment compensation, federal, state or local income tax withholding at local source or any other laws, regulations or orders relating to employees. Consultant will discharge all obligations imposed upon Consultant as an independent contractor by all applicable federal, state or local laws, regulations or orders now or hereafter in force, including, but not limited to, those relating to federal income taxes and Worker's Compensation, the filing of all returns and reports, and the payment of all required assessments, taxes and other sums. If any claim arises from an alleged violation of any of the foregoing by Consultant, Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 7. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS. Consultant agrees to comply with all federal, state and local laws, ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation. Page 4 Professional Services Agreement with The LeMaster Group,LTD 8. NON-DISCRIMINATION COVENANT. Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on the basis of race, color, national origin, religion, handicap, sex, sexual orientation or familial status. If any claim arises from an alleged violation of this non-discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 9. LICENSES AND PERMITS. Consultant shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for it to carry out its duties and obligations hereunder. 10. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when hand-delivered to the other party, its agents, employees, servants or representatives or received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To the CITY: To CONSULTANT: For Invoicing: City of Fort Worth The LeMaster Group, LTD Attn: City Manager Attn: Lisa LeMaster Fort Worth City Hall 15455 N. Dallas PKWY, Suite 600 200 Texas Street Addison, Texas 75001 Fort Worth, Texas 76102 For All Other Matters: City of Fort Worth Attn: City Manager 200 Texas Street Fort Worth, Texas 76102-6311 11. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. Page 5 Professional Services Agreement with The LeMaster Group,LTD 12. NO WAIVER. The failure of the City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 13. VENUE AND JURISDICTION. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 14. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 15. FORCE MAJEURE. The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 16. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 17. ENTIRETY OF AGREEMENT. This Agreement 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 Page 6 Professional Services Agreement with The LeMaster Group,LTD conflict with any provision of this Agreement. This Agreement shall not be amended unless agreed to in writing by both parties and, if required by law, approved by the City Council. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples as of the later date below, but to be effective as of the Effective Date: CITY OF FORT WORTH: THE LEMASTER GROUP, LTD: By: / By: v1Gt David oke Lisa LeMaster City anager OF FOS¢, President Date: '� /8 / 7 V� ) / � O �7 ATTEST: ST: By: l , By: City Seek fy APPROVED AS TO FORM AND LEGALITY: B C �2 <�— Sarah J. Full wider City Attorney M&C: none required OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Page 7 Professional Services Agreement with The LeMaster Group,LTD