HomeMy WebLinkAboutContract 50029 x
City Secretary Contract No.
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RECEIVED FORT
6 20
11
DEC _
CITYCITY SEE RETARY RT H
_. 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
municipal corporation organized under the laws of the State of Texas, and PAVLOV
ADVERTISING, LLC ("Consultant"), a Texas limited liability company. City and
Consultant are each individually referred to herein as a "party" and collectively referred to as
the "parties." The term "Consultant" shall include the Consultant, its officers, agents,
employees, representatives, contractors or subcontractors. The term "City" shall include its
officers, employees,agents, and representatives.
1. Scope of Services.
Consultant hereby agrees, with good faith and due diligence, to provide the City with
professional consulting services for the introduction of the City's economic development strategic
plan. Specifically, Consultant will perform all duties outlined and described in the proposal labeled
the "Project Estimate", which is attached hereto as Exhibit "A" and incorporated herein for all
purposes, and further referred to herein as the "Services." Consultant shall perform the Services in
accordance with standards in the industry for the same or similar services. In addition, Consultant
shall perform the Services in accordance with all applicable federal, state, and local laws, rules, and
regulations. If there is any conflict between this Agreement and Exhibit "A", the terms and
conditions of this Agreement shall control.
2. Term.
This Agreement shall become effective on November 15, 2017 ("Effective Date") and
shall expire on December 31, 2017 ("Expiration Date"), unless terminated earlier in
accordance with the provisions of this Agreement or otherwise extended by the parties.
3. Compensation.
The City shall pay Consultant $125.00 per hour for Services rendered in accordance with
the provisions of this Agreement. Consultant estimates that it will provide approximately 24
hours of Services during the contract period. Notwithstanding anything to the contrary herein,
the City shall not pay Consultant aggregate compensation in excess of $3000.00. Consultant
shall not perform any additional Services for the City not specified by this Agreement unless the
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City requests and approves in writing the additional costs for such Services. Notwithstanding
anything to the contrary in Exhibit "A", the City shall not be liable for any additional expenses
of Consultant not specified by this Agreement unless the City first approves such expenses in
writing.
The City will pay Consultant $1,500 in advance for Services under this Agreement
following receipt of an invoice for such from Consultant. Once Consultant has completed all
Services in accordance with this Agreement, Consultant will provide the City with a second
invoice for any remaining balance due hereunder. City agrees to pay all invoices of Consultant
within thirty (30) days of receipt of such invoice. Consultant may charge interest on late
payments not to exceed one percent(M).
4. Termination.
4.1. Convenience. Either the City or Consultant may terminate this Agreement at any time
and for any reason by providing the other party with 30 days written notice of termination.
4.2 Breach. If either party commits a material breach of this Agreement, the non-breaching
Party must give written notice to the breaching party that describes the breach in reasonable
detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice
from the non-breaching party, or other time frame as agreed to by the parties. If the breaching
party fails to cure the breach within the stated period of time,the non-breaching party may, in its
sole discretion, and without prejudice to any other right under this Agreement, law, or equity,
immediately terminate this Agreement by giving written notice to the breaching party.
4.3 Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the
City in any fiscal period for any payments due hereunder, the City will notify Consultant of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever,
except as to the portions of the payments herein agreed upon for which funds have been
appropriated.
4.4 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, the City shall pay Consultant for Services actually rendered up to the
effective date of termination and Consultant shall continue to provide the City with Services
requested by the City and in accordance with this Agreement up to the effective date of
termination. Upon termination of this Agreement for any reason, Consultant shall provide the
City with copies of all completed or partially completed documents prepared under this
Agreement. In the event Consultant has received access to City information or data as a
requirement to perform Services hereunder, Consultant shall return all City provided data to the
City in a machine readable format or other format deemed acceptable to the City and certify that
all City data has been removed from Consultant's computers and other electronic devices.
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5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has
made full disclosure in writing of any existing or potential conflicts of interest related to
Consultant's Services under this Agreement. In the event that any conflicts of interest arise after
the Effective Date of this Agreement, Consultant hereby agrees immediately to make full
disclosure to the City in writing.
5.2 Confidential Information. The City acknowledges that Consultant may use products,
materials, or methodologies proprietary to Consultant. The City agrees that Consultant's
provision of Services under this Agreement shall not be grounds for the City to have or obtain
any rights in such proprietary products, materials, or methodologies unless the parties have
executed a separate written agreement with respect thereto. Consultant, for itself and its
officers, agents and employees, agrees that it shall treat all information provided to it by the
City ("City Information") as confidential and shall not disclose any such information to a third
party without the prior written approval of the City.
5.3 Unauthorized Access. 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, in which event, Consultant shall, in good faith, use all commercially reasonable
efforts to cooperate with the City in identifying what information 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.
Consultant 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 examine at reasonable times any
directly pertinent books, documents, papers and records of the Consultant involving
transactions relating to this Agreement 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 not less than 10
days written notice of any 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,
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employees, contractors and subcontractors. Consultant acknowledges that the doctrine of
respondeat superior shall not apply as between the City, its officers, agents, servants and
employees, and Consultant, its officers, agents, employees, servants, contractors and
subcontractors. Consultant further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between City and Consultant. . It is further understood that
the City shall in no way be considered a Co-employer or a Joint employer of Consultant or any
officers, agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor
any officers, agents, servants, employees or subcontractors of Consultant shall be entitled to
any employment benefits from the City. Consultant shall be responsible and liable for any and
all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants,
employees or subcontractors.
8. Liability and Indemnification.
CONSULTANT SHALL BE LJABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE ANDIOR 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 ACTS) 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) ANDIOR 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.
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10. Insurance.
10.1 The Consultant shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved 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 Liability (Errors & Omissions) in the amount of $1,000,000 per claim and
$1,000,000 aggregate limit.
4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per
the amount required by statute, if applicable.
5. Any other insurance as required by City in writing.
10.2 General Insurance Requirements:
1. All applicable policies shall name the City as an additional insured thereon, as its
interests may appear. The term City shall include its employees, officers, officials,
agents, and volunteers in respect to the contracted Services.
2. The workers' compensation policy shall include a Waiver of Subrogation (Right of
Recovery) in favor of the City of Fort Worth.
3. A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage
shall be provided to the City. Ten (10) days notice shall be acceptable in the event of
non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth,
1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the
same address.
4. 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.
5. Any failure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
6. 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.
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.
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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 and hold the City harmless from such claim.
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 THE CITY:
City of Fort Worth
Attn: Robert Sturns
200 Texas Street
Fort Worth TX 76102
Facsimile: (817) 392-332-6465
with a copy to the City Attorney
at same address
TO CONSULTANT:
Pavlov Advertising, LLC
Attn: Claire Armstrong
3017 West 7th Street
Fort Worth,TX 76107
14. Solicitation of Employees.
Neither the City nor Consultant shall, during the term of this Agreement and additionally
for a period of one year after its termination, solicit for employment or employ, whether as
employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
This provision shall not apply to an employee who responds to a general solicitation or
advertisement of employment by either party.
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15. 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.
16. 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.
17. Governing Law and Venue.
This Agreement shall be construed in accordance with the laws of the State of Texas. If
any action, whether real or asserted, at law or in equity, is brought 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. 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.
19. 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), 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.
20. 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.
21. Review of Counsel.
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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 party 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
amendment is set forth in a written instrument, and duly executed by an authorized
representative of each party.
23. Entirety of Agreement.
This Agreement, including any 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.
24. Signature Authority.
The person signing this Agreement, and any amendment hereto, 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. Each party is fully entitled to rely on these warranties 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, for 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
shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail,
and reflects the signing of the document by any party. Duplicates are valid and binding even if an
original paper document bearing each party's original signature is not delivered.
26. Third Party Beneficiaries.
The provisions and conditions of this Agreement are solely for the benefit of the City and
Consultant, and their lawful successors or assigns, and are not intended to create any rights,
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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), and Section 8 (Liability and Indemnification) shall survive termination of this
Agreement.
28. Prohibition Against Boycotting Israel.
Consultant acknowledges that in accordance with Chapter 2270 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" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this Agreement, Consultant certifies that Consultant's
signature constitutes written verification to the City that Consultant: (1) does not boycott
Israel,and(2) will not boycott Israel during the term of the Agreement.
29. Immigration Nationality Act.
Consultant shall 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 shall provide City with copies of all I-
9 forms and supporting eligibility documentation for each employee who performs work under
this Agreement. Consultant shall 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 SHALL
INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY
CONSULTANT, CONSULTANT'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Consultant shall have the right to immediately
terminate this Agreement for violations of this provision by Consultant.
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Executed in multiples this the day of , 2011_.
AGREED: AGREED:
CITY OF FORT WORTH: PAVLOV ADVERTISING,LLC:
B
Y• Y•
Jesus J. Chapa Name: CSA a4'/C
Assistant City Manager Tule: 17 f r tC-W/•
Date: ( aZ " �' Date:
Contract Compliance Manager: ATTEST:
By signing, I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
perfo ane and reporting requirements. By:
Name:
Title:
Name of Employee
Title
ATT FORT w
By: 6� _
.
ary J. Kayser V' ♦c
City Secretary *'
7'EXPS
APPROVED AS TO FORM AND LEGA ITY:
BY _.. Ol"�1ClAL RECORD
Peter Vaky CITY SECRETARY
Deputy City Atto ey �`i','I�IORTH, TX
CONTRACT AUTHORIZATION:
�g10 11 1z A�
M&C: none required
Form 1295 Certification No.none required
NA N
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EXHIBIT "A"
SCOPE OF SERVICES
OVERVIEW
For the past 18 months,the City of Fort Worth's Economic Development Department--in collaboration
with TIP Strategies—has engaged the Fort Worth business community& local stakeholders in a planning
process to create a strategic framework to guide the city's first Economic Development Strategic Plan.
With the plan nearly complete, it is time to unveil the Strategic Plan&communicate its findings, all of
which are aimed at elevating the city's status in the region&nation over the next five(5)years.
Having served in previous Strategic Plan messaging brainstorm meetings&armed with extensive
background knowledge on the Strategic Plan's key findings, PAVLOV Agency will work with the City of
Fort Worth's Economic Development Department to develop broad messaging associated with the
strategic plan,which the city will use for all plan communications materials, including PR,website, social
media and more.
STRATEGY
To develop key messaging for use in materials announcing the City of Fort Worth's Economic
Development Department's first-ever Strategic Plan. The messaging will allow for coordinated efforts
throughout all Strategic Plan communications materals and channels, including website,social media,
press releases and more.
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Professional Services Agreement General
Rev. 112017