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HomeMy WebLinkAboutContract 53779 i do Q�� CSC No. 53779 �o Qy v v�� AN AGREEMENT FOR THE PROFESSIONAL CONSULTING SERVICES This AGREEMENT("Agreement")is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in portions of Tarrant, Parker, Denton, and Wise Counties, Texas, as executed by Dana Burghdoff, its duly authorized Interim Assistant City Manager, and Various Hats, Inc. dba Digital Advance ("Consultant"), a Texas Corporation, as executed by Angi Menell, its duly authorized CFO, each individually referred to as a "party" and collectively referred to as the"parties." CONTRACT DOCUMENTS: i The Contract documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A-Scope of Services Based on Assigned Tasks 3. Exhibit B - Terms of Payment/Schedule and Hourly Rates 4. Exhibit C—Task Order for Support Services Form All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall control. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services to assist the Fort Worth Wafter,FWW,with communication services specifically assigned for: 1. Research and/or planning to promote FWW and its initiatives with internal and external audiences; and 2. Assist FWW staff by developing clear messaging;branding support for various programs and other communications support including crisis management; and 3. Support outreach to key stakeholders to increase engagement and gather feedback, and 4. Develop communications materials and compelling content for owned, earned, and paid media; and S. Customer portal design and promotion, and 6. Other professional services as needed. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit A, Scope of Services, more specifically describing the services to be provided to the City. Consultant warrants that it will exercise reasonable skill,care and diligence in the performance of its services and will carry out its responsibilities in accordance with customarily accepted professional practices and applicable laws. Except for the express representations and warranties set forth hereinabove and otherwise in this Agreement, Consultant does not make any other express or implied warranties or representations of any kind whatsoever relating to this Agreement or the Services, including any implied warranty of merchantability or fitness for a particular purpose. OFFICIAL RECORD CITY SECRETARY FT. WORTH,TX 2. TERM. This Agreement shall commence upon the date of complete execution ("Effective Date") and shall expire a year from the Effective Date, acting within the schedule as describes in Exhibit A, unless terminated earlier or extended in accordance with the provisions of this Agreement or agreed upon by written amendment to this Agreement by both parties. The City shall have the option, in its sole discretion, to renew this Agreement under the same terms and condition, for up to three (3) one-year renewals. In no event shall the Consultant perform its services beyond the not-to-exceed amount in Section 3 without a written amendment to this Agreement. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $100,000 in accordance with the provisions of this Agreement and the Payment Schedule shown in Exhibit B which is incorporated for all purposes herein. Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and both parties approve in writing the additional scope, schedule, and costs for such services. Either party may seek a change order for a change in scope schedule and costs related thereto,which must be agreed upon by both parties by a written amendment to this Agreement. 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. 4. TERMINATION. 4.1. Written Notice, 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 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by the 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 the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 4.3 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. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing 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 promptly to make full disclosure to the City in writing upon its first knowledge of such conflict. Consultant, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third parry without the prior written approval of the City, except to the extent that such disclosure is required by applicable law or court order and then only after prior notice to and consultation with the City. 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 promptly if the security or integrity of any City information has been compromised or is believed to have been compromised. G. 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 at least five (5)business days' advance notice of intended audits. Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents,papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. The audit rights conferred by this section shall not permit the City to access records related to the pricing of fixed-price or lump sum amounts, the build-up of agreed rates or unit prices, or Consultant's estimating records. 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, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeatsuperior 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. 8. LIABILITY AND INDEMNIFICATION. CONSULTANT SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL DAMAGES, CLAIMS, LOSSES, DEMANDS, SUITS, JUDGMENTS AND COSTS, INCLUDING REASONABLE ATTORNEY'S FEES AND EXPENSES, FOR PERSONAL INJURIES (INCLUDING DEATH) AND THIRD-PARTY PROPERTY DAMAGE TO THE EXTENT CAUSED BY THE NEGLIGENT ACT OR OMISSION OF CONSULTANT, ITS OFFICERS, AGENTS, EMPLOYEES, OR SUBCONTRACTORS IN THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT. THE CONSULTANT SHALL NOT BE OBLIGATED OR LIABLE TO THE CITY FOR ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT EXCEPT ITS OWN NEGLIGENCE THAT IS THE FAULT OF THE CONSULTANT, AND/OR ITS AGENTS, EMPLOYEES, OR SUBCONTRACTORS, OR OTHERS FOR WHOM CONSULTANT IS LEGALLY RESPONSIBLE. NOTWITHSTANDING THE FOREGOING, CONSULTANT AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD HARMLESS CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES AGAINST COSTS, DAMAGES, OR LOSSES, INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES, RESULTING FROM CLAIMS BY THIRD PARTIES FOR PERSONAL INJURIES (INCLUDING DEATH) OR PROPERTY DAMAGE TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OF CONSULTANT, ITS OFFICERS, AGENTS, EMPLOYEES, OR SUBCONTRACTORS IN THE PERFORMANCE OF PROFESSIONAL DESIGN AND ENGINEERING SERVICES UNDER THIS AGREEMENT. CONSULTANT SHALL NOT BE OBLIGATED TO DEFEND OR INDEMNIFY CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES FOR THEIR RESPECTIVE NEGLIGENCE OR WILLFUL MISCONDUCT. 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, and Consultant shall have no further liability or obligations under the assigned portion of the Agreement. If the City grants consent to a subcontract, the Consultant shall require such subcontractor to execute a written agreement with the Consultant referencing this Agreement and requiring subcontractor to be bound by duties and obligations substantially similar to those of the Consultant under this Agreement as such duties and obligations may apply to the subcontractor's scope of services. The Consultant shall provide the City with a fully executed copy of any such subcontract upon request, with any financial and proprietary information redacted. 10. INSURANCE. Consultant shall provide the City with certificate(s) of insurance documenting policies of the following coverage limits that are to be in effect prior to commencement of any services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $2,000,000 Aggregate (b) Automobile Liability $1,000,000 Each accident on a combined single limit basis or $250,000 Bodily injury per person $500,000 Bodily injury per occurrence $100,000 Property damage Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non-owned. (c) Worker's Compensation Statutory limits Employer's liability $100,000 Each accidentloccurrence $100,000 Disease- per each employee $500,000 Disease - policy limit This coverage may be written as follows; Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act(Art. 8308— 1.01 et seq.,Tex.Rev. Civ. Stat.)and policy limits for Employers'Liability of$100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee. (d) Professional Liability (Errors& Omissions) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made, and maintained for the duration of the contractual agreement and for two(2)years following completion of services provided.An annual certificate of insurance shall be submitted to the City to evidence coverage. 10.2 Certificates. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any services pursuant to this Agreement. All policies except Workers' Compensation and Professional Liability shall be endorsed to name the City as an additional insured thereon, as its interests may appear. All policies except Professional Liability and Employer's Liability shall contain a Waiver of Subrogation for the benefit of the City of Fort Worth. The term City shall include its employees, officers, officials, agent, and volunteers in respect to the contracted services. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. A minimum of thirty (30) days' notice of cancellation of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non- payment of premium. Such terms shall be endorsed onto Consultant's insurance policies. 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. 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 promptly desist from and correct the violation. 12. NON-DISCRII%MATION 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. 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: To CONSULTANT: City of Fort Worth Digital Advance Attn: Kara Shuror Attn: Angi Menell 200 Texas Street 9600 Escarpment Blvd Fort Worth TX 76102-6311 Suite 745-145 Facsimile: (817) 392-8195 Austin, TX 78749 Facsimile: (512)236-0843 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 /VENUE. This Agreement shall be construed in accordance with the internal 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 retraining 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 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 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 hereto. 21. AMENDMENTS /MODIFICATIONS/EXTENSIONS. No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written instrument, which is executed by an authorized representative and delivered on behalf of such party. 22. ENTIRETY OF AGREEMENT. This Agreement contains all of the covenants,statements,representations and promises agreed to by the parties. To the extent of any conflict,this Agreement supersedes the terms, conditions, and representations set forth in the City's Request for Proposals, Consultant's Proposal and revised cost. No agent of either party has authority to make, and the parties shall not be bound by, nor liable for, any covenant, statement, representation or promise not set forth herein. The parties may amend this Agreement only by a written amendment executed by both parties. 23. No Boycott of Israel.If Vendor has fewer than 10 employees or the Agreement is for less than $100,000,this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, 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 Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor. (1)does not boycott Israel; and(2)will not boycott Israel during the term of the Agreement. 24. SIGNATURE AUTHORITY. The person signing this agreement 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. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples this _19th day of March ,2020. CITY OF FORT WORTH VARIOUS]RATS,INC.DBA DIGITAL ADVANCE &/fa XA&kd,7 —kvv\"� Dana Burghdoff(A 3,2020) Dana Burghdoff Angi Menell Assistant City Manager CFO Recommended By: Witness: LA Chris Harder,P.E. By:Elyse Yates Water Director Approved as to Form and Legality Christa R.Lopez olds Sr. Assistant City Attorney 1=QT` `. -�. . Attested By: Mary Kayser City Secretary OFFICIAL RK-'X CITY SECRET= FT. WORTH, Contract Compliance Manager By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Katy Holloway Sign re Public Education Coordinator L RE4 RETARYRTH, T `. EXHIBIT A Scope of Services for Professional Support Services The scope set forth herein defines the services to be performed by the Consultant in completing various assigned task in drive FWW's communications to staff and utility customers. Both the City and Consultant have attempted to clearly define the work to be performed and address the needs of FWW. SERVICES At FWW's request,the Consultant shall mare available time, personnel, and resources necessary to complete solutions related, but not limited to: • Assist in FWW communication needs • Leverage social media incorporating Zencity data • Support customer portal branding and promotion • Strategize on how to achieve additional program reach • Prepare plans and alternative solutions for long-term programs • Troubleshoot operations with written analysis and conclusions • Identify key influencers and community outreach • Develop advertising campaigns • Perform other professional services as needed Professional Services will be provided as needed to address situations encountered by FWW that are not covered by other Professional Services contracts. SCOPE OF SERVICES It is expected that the scope of services will be determined by individual task developed by FWW and issued to the Consultant through work orders similar to the attached sample. These tasks/work orders are expected to be in response to program design or other situations encountered by FWW. EX>HBIT B Terms of Payment for Services Various Hats dba Digital Advance Rates for Specific Assigned Tasks Senior Strategist: $250.00 • Program planning • Opinion leader outreach • Crisis communications strategy Account Manager: $175.00 • Analysis of current messaging • Research to promote the department and initiatives • Message development for various audiences • Community outreach • Crisis communications management • Content development Materials Development: $150.00 • Design and branding • Asset management • Crisis Management General Support: $100,00 • Task building • Developing conversations around department and initiatives *Travel days will be billed at $1,000 for first consultant and then $500 for each additional team member. At completion of each trip; staff time and approved expenses are billed. Outside expenses billed through DA will be billed at actual plus industry-standard of 15%after authorized by client. Approved travel expenses will be billed at actual cost. Terms of Payment Payment to the Consultant will be made as follows: A. Invoice and Payment 1. The Consultant shall provide the City sufficient documentation, including but not limited to meeting the requirements set forth in each task order to this agreement, to reasonably substantiate the invoices. 2. The Consultant will issue monthly invoices for all work performed under this agreement. Invoices will be due and payable within 30 days of receipt. EXHIBIT C AGREEMENT FOR THE PROFESSIONAL CONSULTING SERVICES Various Hats dba Digital Advance TASK ORDER Consultant is hereby authorized to proceed with work indicated below and more fully described in the task order in accordance with City Secretary Contract No. Task Order Number Description Date Consultant Title(s) Hourly Rate/Projected Hours/Completion Total Cost Date Total Task Costs Authorized by: Contract Compliance Manager FWW