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HomeMy WebLinkAboutContract 50376 City Secretary Contract No. T 'O RTH SFC'ENED % 2018 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 WORTH MEDIA, 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 utilizing social media. 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 January 5, 2018 ("Effective Date"}and shall expire on March 1, 2018 ("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 $2,800.00 for all services rendered in accordance with the provisions of this Agreement. This includes both the development and implementation of the social media campaign. Consultant shall not perform any additional services for the City not specified by this Agreement unless the 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 Worth Media,LLC Professional Services Agreement—6eneral � �I4,IA� CORD Page 1 CITY SECRETARY Re,. 1/201 �'T.WORTH,Tx City Secretary Contract No. 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 such compensation in two installments. The first $I,400 will be paid in advance 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 the remaining $1,400. 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 (I 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. Worth Media,LLC Professional Services Agreement—General Page 2 Rev. 112017 City Secretary Contract No. 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 atter the Effective Date of this Agrcement, 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 he 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, Worth Media.LLC Professional Services Agreement—Genera] Page 3 Rev. U2017 C ity Secretary Contract No, 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. S. Liability and Indemnification. CONSULTANT SHALL BE LIABLE 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 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) 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. Worth Wl dLa.I.LC Professional Services Agreement—General Page d Rev. 112017 City Secretary Contract Ro. 10. 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. 11. 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. 12. Notices. Notices required pursuant to the provisions of this Agreement shall he 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 Stunns 200 Texas Street Fort Worth TX 76102 Facsimile: (8 17) 392-332-6465 with a copy to the City Attorney at same address TO CONSULTANT: Worth Media Attn: Benjamin Watson 921 East Pulaski Street Fort Worth, TX 76104 Worrh Media,LLC Professional Services Aerecmcnl General Page 5 Rev 112017 City Secretary Contract No. 13. 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. 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 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. 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), including, but not limited to, compliance with any government law, ordinance Worth Media.I.I.0 Professional SerliieesAgreement—Cie neral Paee 6 Rev. 1/2017 City Secretary Contract No. 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 parry 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. 21. 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. 22. 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. 23. 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. Worth Mcdia,LLC Professional Services Agreement—General Page 7 Rev. 112017 City Secretary Contract No, 24. 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 iran original paper document hearing each party's original signature is not delivered. 25. 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, contractual or otherwise,to any other person or entity. 26. 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. 27. 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 terra 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. 28. 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 (1-9). 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, Worrh Media.LLC Professional Seri ices Aercement—General Page R Rev. 112017 City Secretary Contract No. 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. Executed in multiples this the�day of 20). AGREED: AGREED: CITY OF FORT WORTH: WORTH MEDIA, LLC: By: �� By: y Jesus J. Chapa �, Name: Assistant City Manager Title: c,,. . ,�,► Date: f Date: -2 , ►� Contract Compliance Manager: ATTEST: By signing, 1 acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all perfor ce and reporting requirements. By: Name: Title: Name of Employee Title o��0Rr�yo AT4nary .,.; •p By Kayser yecretary MBC: 12950-. OFFICAL MCORD CITY SECRETARY Worth Tonal LLC FT.WORTH TX Professional Services.Agreement—General Page 9 kcv 112017 City Secretary Contract No. APPROVED AS TO FORM AND LEGALITY: By: Peter Vaky Deputy City Attuey CONTRACT AUTHORIZATION: M&C: none required Form 1295 Certification No, none required OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Worth Media.LLC Professional Sery lees Agreement—6eneA Rev. 1/2017 City Secretary Contract No. EXHIBIT "A" SCOPE OF SERVICES OVERVIEW For the past 18 months, the City of Fort Worth's Economic Development Department—in collaboration with T[P 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 pian nearly complete, it is time to unveil the Strategic PIan &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,Worth Media will work with the City of Fort Worth's Economic Development Department to develop a social media campaign associated with the strategic plan, utilizing the approved theme,which the city will use for all plan communications materials, including PR, website,social media and more. STRATEGY To develop a target social media campaign utilizing Face book and [nstagram during the period January 5. 2018— March 1.2018. This will include three(3)ad sets with eighteen(18)ads each.One(]) mid- campaign analytics reports will be provided along with a post-campaign analytics and demographics report. Worth Media will also complete the messaging, creative,and copywriting for the social media campaign during this time. Worth Media,LLC PrnFeswnal St!rices Agreement—General Re.. 112017