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HomeMy WebLinkAboutContract 53380 CITY SECRETARY CONTRACT NO, 33F�0 r3,?o 00 � ROFESSIONAL SERVICES AGREEMENT sF�R9Y o Androvett Legal Media&Marketing, Ltd. ,t W OFESSIONAL SERVICES AGREEMENT ("Agreement") is made and ente o by and between the CITY OF FORT WORTH (the "City"), a home rule municipality organized under the laws of the State of Texas, and ANDROVETT LEGAL MEDIA& MARKETING, LTD("Consultant"), a Texas limited partnership. 1. SCOPE OF SERVICES. Consultant shall assist the City in and help implement public communications outreach strategies on matters pertaining to City business, as requested by the City Manager's Office and in accordance with Exhibit "A", attached hereto and hereby made a part of this Agreement for all purposes (the "Services"). 2. TERM. The term of this Agreement shall commence on the date of its execution by both parties ("Effective Date") and will expire on the earlier of(i) fulfillment of all Services hereunder, as evidenced in a written notice to Consultant from the City; (ii)on the date as of which the City has expended $100,000,00 hereunder in aggregate compensation and expense reimbursement; or (iii) September 30, 2020 ("Expiration Date"), unless terminated earlier in accordance with this Agreement (the "Term"). This Agreement may not be extended or amended unless mutually agreed in writing by both the City and Consultant. In the event that the City has expended $100,000.00 in aggregate compensation and expense reimbursement under this Agreement, and the City and Consultant wish to continue the Services hereunder, such arrangement must be approved by the City Council in accordance with Section 2-9 of the City Code and reflected in a written amendment to this Agreement, signed by both parties. 3. COMPENSATION. The City shall pay Consultant $325.00 per hour for Services provided hereunder, plus reasonable out-of-pocket expenses related to the provision of Services hereunder, including reasonable charges for transportation, lodging, and meals, excluding business class or first class airfare, alcoholic beverages, or extraordinary expenses beyond customary commercial travel and lodging costs. The City shall pay Consultant an initial $7,500.00 retainer, against which Consultant's initial work will be billed at the hourly rate specified above. For this initial work, Consultant shall provide the City with monthly invoices detailing all Services provided in such month and the amount of time spent in providing such Services.All subsequent invoices submitted by Consultant will be due and payable within 30 calendar days following receipt by the City of such invoices. Supplementary details regarding expenses and invoicing terms are set forth in Exhibit "B", attached hereto and hereby made a part of this Agreement for all purposes. Consultant shall not perform any additional services or bill for expenses incurred for City not Professional Services Agreement(Androvert Legal Media&Marketing, Ltd.) UFFi0W1RFVUk4 CITY SEC ETAR`_` FT.WORTH,Ty specified by this Agreement unless City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless City first approves such expenses in writing. 4. TERMINATION. 4.1. Written Notice. The City or Consultant may terminate this Agreement at any time and for any reason upon provision of written notice to the other. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, 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 City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties.In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Consultant for services actually rendered up to the effective date of termination. Upon termination of this Agreement for any reason, Consultant shall provide City with copies of all completed or,partially completed documents prepared under this Agreement. In the event Consultant has received access to City Information, as defined in Section 5.2, or data as a requirement to perform services hereunder, Consultant shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1 Conflicts of Interest• Disclosure. Consultant shall comply with Section 305.028 of the Texas Government Code regarding prohibited conflicts of interests by lobbyists. Consultant hereby warrants to 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 City in writing. Consultant shall inform the City of any other municipalities or counties or transit agencies it represents and any other of its clients that might represent a potential conflict of interest. If the City, in its sole discretion, believes that a conflict exists, such conflict shall be discussed by Consultant and the City and resolved to the satisfaction of the City. 5.2 Confidential Information. Consultant, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of 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 Professional Services Agreement(Androvett Legal Media&Marketing,Ltd.) Page 2 of 8 corrupt City Information in any way. Consultant shall notify 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 City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Consultant agrees that City shall,until the expiration of three (3)years after final payment under this Agreement or the final conclusion of any audit commenced during the such three years, have access to and the right to examine at reasonable times any directly pertinent books, documents,papers and records, including, but not limited to, all electronic records, of Consultant involving transactions relating to this Agreement at no additional cost to City. Consultant agrees that 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. City shall give Consultant reasonable advance notice of 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 and work performed under this Agreement, and not as agent, representative or employee of 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, employees, consultants and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between 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 City shall in no way be considered a Co-employer or a Joint employer of Consultant or any officers, agents,servants,employees or contractor and subcontractors. Neither Consultant,nor any officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any employment benefits from 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 INDEMNIFY, DEFEND AND HOLD THE CITY HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, CAUSES OF ACTION, LAWSUITS, DAMAGES, LOSSES, JUDGMENTS AND LIABILITIES, ARISING FROM CONSULTANT'S OWN NEGLIGENCE, WRONGFUL ACTS, ERRORS, OMISSIONS, OR INTENTIONAL MISCONDUCT AS A RESULT OF CONSUTLANT'S PERFORMANCE Professional Services Agreement(Androvett Legal Media&Marketing,Ltd.) Page 3 of 8 PURSUANT TO THIS AGREEMENT. CONSULTANT SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES ARISING SOLELY FROM THE CITY'S NEGLIGENCE, WRONGFUL ACTS, ERRORS, OMISSIONS OR INTENTIONAL MISCONDUCT. 9. ASSIGNMENT AND SUBCONTRACTING; EMPLOYEE PROTECTION. 9.1 Assignment. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment,the assignee shall execute a written agreement with City and Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. Consultant and the assignee shall be jointly liable for all obligations of Consultant under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, any such subcontractor shall execute a written agreement with Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of Consultant tinder this Agreement as such duties and obligations may apply. Consultant shall provide City with a fully executed copy of any such subcontract. 9.3. Employee Protection. The City and Consultant each agree not to hire, employ or engage as an independent contractor or consultant, any of the other party's employees, without written consent of the other party, during the term of this Agreement and for a one-year period thereafter. In the unlikely event that either party violates this provision,to the extent permitted by law, such party will pay the other party a recruiting fee equal to one-half of the employee's current annual compensation, which the parties agree is a reasonable estimate of actual damages in lost revenues, recruiting fees and productivity costs associated with a replacement. 10. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS. Consultant agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If 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 Professional Services Agreement(Androvett Legal Media& Marketing,Ltd.) Page 4 of 8 BY CONSULTANT, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN INTEREST, CONSULTANT AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 12. 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 CITY: To CONSULTANT: City of Fort Worth Androvett Legal Media&Marketing, Ltd. Attn: David Cooke, City Manager Attn: Michael J. Androvett 200 Texas Street President Fort Worth, TX 76102-6314 4144 North Central Expressway, Suite 1250 Dallas, TX 75204 With copy to Fort Worth City Attorney's Office at same address 13. GOVERNMENTAL POWERS. 'It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 14. NO WAIVER. The failure of 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 City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 15. GOVERNING LAW/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 pursuant to 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. Professional Services Agreement(Androvett Legal Media&Marketing,Ltd.) Page 5 of 8 16. 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. 17. FORCE MAJEURE. 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 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. 18. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement. 19. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised 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 A and B. 20. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No amendment,modification,or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 21. ENTIRETY OF AGREEMENT. This Agreement, including Exhibits A and B, contains the entire understanding and agreement between 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. Professional Services Agreement(Androvett Legal Media&Marketing,Ltd.) Page 6 of 8 22. COUNTERPARTS. This Agreement may be executed 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 instrument. 23. IMMIGRATION NATIONALITY ACT. City actively supports the Immigration&Nationality Act(INA)which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Consultant shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. At the City's request, Consultant shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Consultant shall indemnify City from any penalties or liabilities due to violations of this provision. The City shall have the right to immediately terminate this Agreement for violations of this provision by Consultant. 24. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT 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 contract, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the later date indicated below. (signature page follows) Professional Services Agreement(Androvett Legal Media&Marketing, Ltd.) Page 7 of 8 ACCEPTED AND AGREED: CITY OF FORT WORTH: APPROVED AS TO FORM AND LEGALITY: By: -- Namei/P46d Cooke Title: City Manager By: Name: Peter Vaky Date: ° A O Zo Title: Deputy City Attorney CONTRACT AUTHORIZATION: ATTEST: M&C: none required 6 -Fprm 1295: none required By: ;ORT , Name: Ma 's 0: ��1 Title: City Secretary CONSULTANT: �«.. ANDROVETT LEGAL MEDIA & MARKETING, LTD., a Texas limited partnership: By: ANDROVETT MANAGEMENT, LLC, a Texas limited liability company and its sole generUichael 1 13 By: V7—ti' ndrovett President and Member Date: OFFICIAL RECORD CITY SECRETARY Professional Services Agreement(Androvett Legal Media& Marketing, Ltd.) 9 of Xa "- ANDRQVETT M x EXHIBIT"A" Services Objective: To assist the City of Fort Worth including the City Manager, City Attorney and Director of Communications in providing accurate and transparent communications to members of the North Texas community. 1. Immersion: A. Research& understand litigation and key underlying community-related issues B. Interview key Fort Worth decision makers C. Meet with existing communications staff and establish protocols 2. Survey relevant local, regional and national news coverage 3. Provide Social Media "listening" and monitoring 4. Develop Q &A's to identify key unresolved questions and offer possible logical and truthful responses 5. Consider and draft statements for consumption by the media and members of the public 6. Identify and work with a spokesperson in order to prepare him or her to answer relevant media inquiries 7. Identify and assess FW's existing communications platforms including digital and social media B. Develop and implement protocols for responding to media opportunities and requests, using statements developed in our immersion as the foundation 9. Ongoing consultation in anticipation and response of events and developments Professional Services Agreement(Androvett Legal Media&Marketing,Ltd.) ANDROVETT EXHIBIT "B" Supplemental Expense and Payment Terms 1. Expenses Production Expenses. Where we ("Consultant") use the services of a supplier to provide services to you (the "City"), or purchase media on your behalf, and we pay for the services or media instead of you, you agree to pay us the cost of the supplier services together with a mark-up that will yield us 0% of the gross amount as a commission. Depending on our scope of work, these services may include mechanical and art costs (including typography, artwork and comprehensive layouts), news distribution costs (including wire services and mailing houses), audiovisual production costs (including photography, slide and video production), research activities (including market research fees, on-line database charges, clipping services, and focus group costs), producer's or packager's fees, and third party spokesperson fees and expenses. We shall have the right to require reasonable assurance of the availability of your funds in advance of undertaking commitments on your behalf. We will obtain your authorization before making any commitments for any expenditure in excess of$500 on your behalf. Other Expenses. We will also bill you monthly for all incidental and other expenses incurred on your behalf, including, but not limited to, items such as travel, couriers and online research-related subscriptions. 2. Invoice Payment Terms You agree to pay all undisputed invoices within 30 days. We reserve the right to assess a 1-1/2% per month finance charge for invoices that remain unpaid after 30 days. You also agree to reimburse us for all expenses, including reasonable attorneys' fees, incurred in the collection of any overdue and unpaid invoices. In the unlikely event that our invoices remain unpaid for more than 30 days, we may also, at our discretion, suspend work on your account. In addition, in the event any invoices become overdue, all subsequent payments may, at our option, first be applied to those invoices, which are overdue for the longest period until all payments are up to date. Professional Services Agreement(Androvett Legal Media&Marketing,Ltd.)