Loading...
HomeMy WebLinkAboutContract 35604�n RYago C) a 8 D - 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 LComm Marketing and Public Relations, LLC ("Consultant"), a Texas limited liability company acting by and through Lydia G. Rickard, its duly authorized Manager. 1. SCOPE OF SERVICES. 1.1. Consultant's Services. Consultant hereby agrees to provide the City with professional consulting services to assist the City with Entrepreneur® Expo to be held February 7 and 8, 2008, 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. Fee schedule June 29, 2007 $45000 August 24, 2007 $43000 October 19, 2007 $45000 December 14, 2007 $4,000 February 15, 2008 $49000 *Progress/Status Reports shall include the number of hours of spent. *Dorothy Wing shall serve as the City's point of Contact 1.2 Work Schedule. Consultant shall provide Services hereunder for a minimum of 400 hours during the Term, allocated as reasonably requested by the City. Page 1 Professional Services Ageement with LComm Marketing and Public Relations, LLC v��'t� � � 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 on the date as of which both the City and Consultant have executed the Agreement ("Effective Date") and shall continue in full force and effect until February 15, 2008 (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 $20,000 for Services provided hereunder, payable in monthly 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 (excluding mileage) 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. 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. Page 2 Professional Services Agreement with LComm Marketing and Public Relations, LLC 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 $85.00 per hour. 5.WOMMEMIM DISCLOSURE OF CONFLICTS. Consultant hereby warrants to the City that Consultant has made full disclosure in writing A 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: $190005000 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 Comnensation/Employer's Liability: Worker's compensation coverage as required by applicable law; and Employer's Liability at $100,000 per accident. 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. Page 3 Professional Services Agreement with LComm Marketing and Public Relations, LLC 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. 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 Page 4 Professional Services Agreement with LComm Marketing and Public Relations, LLC 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 THIS AGREEMENT. 10. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATI 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. ll. 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 the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: Page 5 Professional Services Agreement with LComm Marketing and Public Relations, LLC To THE CITY: City of Fort Worth Economic and Community Dev. Dept. 1150 South Freeway Fort Worth, TX 76102-6311 Attn: Dorothy Wmg Dorothy. Wing@fortworthgov.org Facsimile: (817) 392- 2431 Telephone Number (817)212-2665 14. GOVERNMENTAL POWERS. To CONSULTANT: LComm Marketing & Public Relations LLC Lydia Guajardo Rickard, President 4237 Calmont Avenue Fort Worth TX 76107 lgrickard@lcomm 1.com 817-7374388 Facsimile: (817)7374389 Cell: 817-9881378 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. Page 6 Professional Services Agreement with LComm Marketing and Public Relations, LLC 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 May 9 CITY OF FORT WORTH: By: Dale Fisseler Assistant City Manager Date: LCOMM MARKETING AND PUBLIC RELATIONS, LLC: Lyd� Guaj ardo Rickard Manager Page '7 Professional Services Agreement with LComm Marketing and Public Relations, LLC ATTEST: /i By: � G CitAecretary APPROVED AS TO FORM AND LEGALITY: Peter Vaky, Assistant fL"�iy Attorney M & C: Not required so long as funds appropriated Page 8 Professional Services Agreement with LComm Marketing and Public Relarions, LLC rr4T i ' � ''p s l Exhibit A 0 Definition of Scope of Work Entrepreneur Expo 2008 —February 7 & 8 ,Comm Marketing &Public Relations, LLC will be responsible for providing special event consulting services for the purpose of planning and producing the Fort Worth Business Assistance Center Entrepreneur Expo 2008. Independent Contractor shall assist and direct efforts in the following services. Planning Operations Entrepreneur Exuoa General Operations Develop master Timeline with staff and volunteer team Coordinate and negotiate efforts with vendors as contracted for the Expo, Expo Luncheon, Expo Seminars, Web development, Registration and VIP Reception Develop event budget Develop production schedule Develop site plans for each of the listed events which make up the Entrepreneur Expo Determine volunteer needs and work with volunteer coordinator to assist with such efforts Develop month of, week of and day of master plan for production of event Attend and lead all Committee Chair meetings to be regularly scheduled monthly Maintain master timeline and recap in monthly reports to the Executive Director of the BAC Expo Luncheon Duties Develop timeline and merge into master timeline Develop and Maintain event budget Identify and hire Key Note speaker as approved by BAC Board and staff Develop and finalize table decor Coordinate efforts with vendors (i.e. J&S Audio, Convention Center & ARAMARK) Coordinate table sales for award finalists Coordinate VIP handling during luncheon Produce reserved table signs Determine sign needs Work in tandem with staff to assign seating for VIPs during event Coordinate program layout and printing for luncheon Coordinate with sponsors table materials Train volunteers Produce event — handling all logistics onsite VIP Reception Develop timeline and merge info master timeline Develop and maintain event budget Develop and finalize room layout, decor, music and sponsor needs Identify volunteer needs Develop and print invitations Coordinate volunteer efforts to address and stuff invites Receive RSVPs and report weekly updated expected attendance Determine signage needs Identify menu and have approved by BAC Board and Staff Determine needs for printed items Coordinate sponsor needs Oversee day of execution Web development Work in tandem with staff and web hosting company to develop website Website will be developed to be a resource of information for attendees, registration and other useful information as it relates to the event Provide guidance and direction in creative and site development Launch website at least three months prior to event Gather approvals from all necessary parties prior to launching website Registration Work with website company to gather and sort through registrations Coordinate printing of name badges, tickets and other items needed for registration packages Coordinate efforts related to registration Coordinate pricing of various packages for Entrepreneur Expo and individual tickets for events related to Expo Trouble shoot registration efforts with staff Develop an information page for use on hotline phone line or by admizustrative staff