HomeMy WebLinkAboutContract 33941 �"7TA F.Y3�N
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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, acting by and through
Dale Fisseler, its duly authorized Assistant City Manager, and FULMER & ASSOCIATES
("Consultant"), a sole proprietorship.
1. SCOPE OF SERVICES.
1.1. Consultant's Services.
Consultant hereby agrees to provide City of Fort Worth ("CITY") with
professional consulting services to assist CITY with the NASCO conference to be held
May 30 – June 1, 2007, including, but not limited to (i) pre-conference planning and
coordination (ii) on-site conference management, (iii) post-conference debriefing and
closeouts; and (iv) other related services as mutually agreed to by and between City and
Consultant, as more specifically set forth in Exhibit "A", attached hereto and hereby
made a part of this Agreement for all purposes (collectively, the "Services"). Consultant
shall provide the City with five (5) invoices and written reports during the Term of this
Agreement, pursuant to the schedule set forth below, outlining the specific Services
provided during period since the Effective Date or the date of the previous Report, as the
case may be (each a "Report"). The City understands and agrees that Consultant
customarily provides similar services for other entities and that all Services will be
rendered on a non-exclusive contract basis. All Services will be subject to City's final
approval and will be performed in accordance with City's standards, but Consultant will
direct the details and means by which the Services are accomplished.
Invoice Date Report Invoice Amount Not
Number To Exceed—(Not
including Expenses)
1 Upon engagement Event plan, timeline $ 5,000.00
& budget estimates
2 12/1/06 Progress/status report $ 5,000.00
through November
2006
3 3/1/06 Progress/status report $ 5,000.00
through February
2007
4 5/1/06 Progress/status report $ 5,000.00
through April 2007
5 1 6/8/06 1 Final report $ 2,250.00
*Progress/Status Reports shall include the number of hours of spent.
*Dorothy Wing shall serve as the City's point of Contact.
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4-:4:1.2Work Schedule.
Consultant shall provide Services hereunder for a minimum of 444 hours during the
contract period.
1.3 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 September 1, 2006 ("Effective Date") and shall
continue in full force and effect until June 8, 2007 (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.
Subject to the provisions of Section 4.2 of this Agreement, the City shall pay Consultant
a sum not to exceed $22,250 for Services provided hereunder, payable in five (5) installments as
set forth in Section 1.1 above. Each installment shall be payable upon submission of an invoice
and Reports related to the Services, in accordance with Section 1.1. In addition, the City will
reimburse Consultant for reasonable expenses incurred by Consultant and approved in advance
by City with respect to Consultant's provision of Services hereunder, subject to appropriation of
such sums by the City Council. Such expenses shall be submitted to City by the first of each
month and will be payable on the date of the next compensation installment.
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4. TERMINATION.
4.1. Written Notice.
Either party may terminate this Agreement at any time and for any reason by its
providing the other party with thirty 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 City and in accordance with this Agreement up to the
effective date of termination, all at a rate of$50 per hour.
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 immediately to make
full disclosure to the City in writing.
6. INSURANCE.
During the term of this Agreement, Consultant shall procure and maintain at all times, in
full force and effect, a policy or policies of insurance that provide the specific coverage set forth
in this Section 6 as well as any and all other public risks related to Consultant's performance of
its obligations under this Agreement. Consultant shall specifically obtain the following types of
insurance at the following limits:
• Commercial General Liability:
$1,000,000 per occurrence; providing blanket contractual liability insurance products
and completed operations; independent contractor's liability; and coverage for
property damage to City facilities; and
• Automobile Liability:
$1,000,000 per occurrence or accident; including, but not limited to, all vehicles,
whether owned or hired, in use by Consultant, its employees, agents or
subcontractors; and
• Worker's Compensation/Employer's Liabilitv:
Worker's compensation coverage as required by applicable law; and Employer's
Liability at $100,000 per accident.
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Consultant shall promptly provide the City with certificates of insurance that verify
Consultant's compliance with the insurance requirements of this Agreement. The City's Risk
Manager shall have the right to review and evaluate Consultant's insurance coverage and to
make reasonable requests or revisions pertaining to the types and limits of that coverage.
Consultant shall comply which such requests or revisions as a condition precedent to the
effectiveness of this Agreement.
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 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 respondent 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 foregoing by
Consultant, Consultant agrees to assume such liability and to indemnify and defend the City and
hold the City harmless from such claim.
8. LIABILITY AND INDEMNIFICATION.
CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
CLAIMS,DEMANDS,LAWSUITS OR OTHER ACTIONS FOR DAMAGES OFANYKIND,
INCLUDING, BUT NOT LIMITED TO, PROPERTY LOSS, PROPERTY DAMAGE
AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF
ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT
CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR
INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
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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 DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO,
PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, EXCEPT TO THE EXTENT CAUSED BY
THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF THE CITY, ITS
OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
THIS SECTION 9 SHALL SURVIVE THE TERMINATION OR EXPIRATION OF
THISAGREEMENT.
10. 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.
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 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.
12. 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.
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
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the transmission, or (3) received by the other party by United States Mail, registered, return
receipt requested, addressed as follows:
To THE CITY: To CONSULTANT:
City of Fort Worth Fulmer& Associates
Economic and Community Dev. Dept. PO Box 8040
1150 South Freeway Fort Worth, TX 76124
Fort Worth, TX 76102-6311 817-451-8740
Attn: Dorothy Wing
Dorothy.Wing@fortworthgov.org lindafulmer@sbcglobal.net
Facsimile: (817) 392- 2431 Facsimile: (817) 451-2014
Telephone Number(817)212-2665
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. VENUE ,JURISDICTION AND EXPENSES.
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. In any such
action, the prevailing party shall be entitled to recover from the other party reasonable attorneys'
fees incurred in the bringing or defending of the action.
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.
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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,
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.
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. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement between the
City and Consultant, their assigns and successors in interest, as to the matters contained herein.
Any prior or contemporaneous oral or written agreement is hereby declared null and void to the
extent in conflict with any provision of this Agreement. This Agreement shall not be amended
unless agreed to in writing by both parties and, if required, approved by the City's 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 September 1, 2006:
CITY OF FORT WORTH: FULMER& ASSOCIATES
By:
Dale Fisseler Linda Fulmer
Assistant City Manager
Date: / a OOG Date:
ATTEST:
By:
City Secretary
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NO M&C REQUIREDp� ;';�u�lg �
APPROVED S TO FORM AND LEGALITY:
Pt t, ssistant City Attorney
M& C: Not required so long as funds appropriated
A
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Fulmer & Associates specializes in providing not-for-profit organizations
with solutions for special projects. We offer temporary, contract, and part-
time staffing conferences and other special projects.
For the NASCO Conference 2007 our services will include:
Pre-Conference • Coordinating the full array of conference planning committees to
Planning and develop the conference program, events, and collateral.
Coordination Committees include: Steering, Sponsors, Program, Hospitality,
Security, Events, Volunteers, Transportation, and International
Relations/Marketing. Specific services may include:
b Facilitating scheduling of meetings;
b Assisting in identifying and staffing committees;
b Assisting in developing scope of work for each committee;
b Assisting in carrying out decisions made by committees.
• Developing the conference budget and managing finances for the
conference;
• Managing registration processes;
• Facilitating bulk mail processes for save the date cards and
registration materials;
• Managing the development and production of marketing material;
• Advising on development of special events;
• Managing details necessary to secure arrangements for all
conference functions, including developing Banquet Event Orders for
all conference functions and vendors;
• Confirmation and reconfirmation of selected speakers and panelists,
and
• Preparation of materials/packets for those registered for the
conference.
On-site • Double check arrangements for function space specifications per
Conference meeting segment with hotel, including set-up, AV, and catering for
Management each space and each function;
• Staff on-site registration table & information booth;
• Manage/supervise volunteers;
• Troubleshoot issues as they arise with hotel staff, and
Coordinate off-site transportation and entertainment functions.
Post- • Debriefing with conference committees, major vendors, and NASCO;
Conference • Thank you letters to all;
Debriefing and • Securing invoices and paying bills,-
Closeout
ills;Closeout Financial close-out, and
• Preparing documents and templates for use by next host city.
Linda Fulmer, Principal
PO Box 8040, Fort Worth, TX 76124
817-451-8740 Fax: 817-451-2014 Email: lindafulmer@sbcglobal.net
R8800IRTES
Conference Function Estimated Hours Fee
Pre-Conference Planning and 367 hours $18,350
Coordination
On-site Conference Management . 2 people X 15 hours /day $1,900
on Wednesday & Thursday
• 1 person X 8 hours on
Friday
• Paid staffing to be
augmented by volunteers
38 hours
Post-Conference debriefings and 40 hours $2,000
close-out activities
TOTAL: 445 $22,250
Linda Fulmer, Principal
PO Box 8040, Fort Worth, TX 76124
817-451-8740 Fax: 817-451-2014 Email: lindafulmer@sbcglobal.net