Loading...
HomeMy WebLinkAboutContract 40102PROFESSIONAL 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 situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Charles W. Daniels, its July authorized Assistant City Manager, and Clear Message Communication, LLC ("Consultant"), a Texas full -service corporate communications organization and acting by and through Shelly T. Iversen, its duly authorized president and CEO. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services for the purpose of providing the City of Fort Worth Community Relations Department with the methods to develop and implement a marketing/public relations campaign to create awareness about the City's anti- discrimination ordinance and promote Fort Worth as an inclusive community. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of Work, more specifically describing the services to be provided hereunder. 2_ TERM. This Agreement shall commence upon Aril 12, 2010, ("Effective Date") and shall expire when the work outlined in the project proposal is completed or September 30, 2010, whichever is earlier, unless terminated earlier in accordance with the provisions of this Agreement. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $9,365.00 in accordance with the provisions of this Agreement and the Payment Schedule attached as 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 approves in writing the additional services and costs for such services. 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. Form Services Agreement Clear Message Communication, LLC Page 1 of 7 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 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 after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing. 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 party without the prior written approval of 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 immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 6. RIGHT TO AUDIT. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this contract, 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 Contract 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 reasonable 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. 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 respondent 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. 8. LIABILITY AND INDEMNIFICATION. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANYAND 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 Form Services Agreement Clear Message Communication, LLC Page 2 of 7 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. 10. INSURANCE. Consultant shall provide the City with certificates) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a} Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $170007000 Each accident on a combined single limit basis or $2502000 Bodily injury per person $500,000 Bodily injury per person 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 $1002000 Each accident/occurrence $1003000 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 minimum 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 Form Services Agreement Clear Message Communication, LLC Page 3 of 7 (d) Errors & Omissions (Professional Liability): $1,000,000 Per Claim and Aggregate If coverage is written on a claims -made basis, the retroactive date shall be coincident with or prior to the date to the contractual agreement. The certificate of insurance shall state that the coverage is claims -made and include the retroactive date. The insurance shall be maintained for the duration of the contractual agreement and for five (5) years following completion of the services provides under the contractual agreement or for the warranty period, which ever is longer. An annual certificate of insurance submitted to the City shall 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 work pursuant to this Agreement. All applicable policies shall be endorsed to name the City as an additional insured thereon, as its interests may appear. The term "City' shall include its employees, officers, officials, agents, 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. The City reserves the right to make reasonable requests or revisions pertaining to the types and limits of that coverage. A minimum of thirty (30) days notice of cancellation or reduction in limits 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 immediately desist from and correct the violation. 12. 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. 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: Form Services Agreement Clear Message Communication, LLC Page 4 of 7 To The CITY: City of Fort Worth Attn: Community RelationsNeronica Villegas 1000 Throckmorton Fort Worth TX 76102-6311 Facsimile: (817) 392-2107 14. SOLICITATION OF EMPLOYEES. To CONSULTANT: Clear Message Communication, LLC/dba Ignite It Group Attn: Shelly Iversen, CEO 5501 LBJ Freeway, Suite 240 Dallas, TX 75240 Facsimile: (214) 379-3369 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. 15. 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. 16. 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. 17. 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. 18. 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. 19. 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. 20. 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. Form Services Agreement Clear Message Communication, LLC Page 5 of 7 2Ia REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have been afforded the opportunity to review and revise 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. 22. 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. 23. 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. 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. [SIGNATURE PAGE FOLLOWS) Form Services Agreement Clear Message Communication, LLC Page 6 of 7 IN ITNESS WHEREOF, the parties hereto have executed this Agreement in multiples thisalL day of 2010. CITY OF FORT WORTH: 0 0 Assistant City Attorney CONTRACT AUTHORIZATION: M&C: none required Form Services Agreement Clear Message Communication, LLC Page 7 of 7 Clear Message CommunicatiWily LLC: I� V�eow��- By: CEO Name: OFFICIAL RECORD CITY SECRETARY FT. WORM TX STATEMENT OF WORK Summary EXHIBIT A Page 1 of 2 The City of Fort Worth Community Relations Department is seeking to develop and implement a marketing/public relations campaign to create awareness about the City's anti -discrimination ordinance and promote Fort Worth as an inclusive community. The campaign will focus on promoting Fort Worth as a city that values equal access to employment, housing and places of accommodation free from discrimination on the basis of sex, race, national origin, age, disability, religion, color, sexual orientation, transgender, gender identity or gender expression. The campaign target audience includes residents of the City of Fort Worth and surrounding communities, existing and potential employers and employees and visitors to the City of Fort Worth. Recommendations Campaign Theme Development Clear Message Communication, LLC (CMC) will develop a "brand" or "theme" for this campaign. This will include developing a memorable tagline and then expanding that theme with other key factors to be used in all marketing materials associated with the campaign. Core Messaging CMC believes core messaging is the foundation of all marketing efforts. CMC will craft core messaging to ensure accurate delivery and optimal impact on the target audience. Messaging will be incorporated into all marketing materials developed. Strategic Billboard Placement CMC recommends the strategic placement of a single billboard in a highly populated area (example- Downtown/I-35/I-30 area). The billboard is reinforcement for other messaging that the community will begin to see in other various venues/materials. Print and Ad Development CMC recommends the development of a general anti -discrimination ad that will be placed in the Fort Worth Star -Telegram in appropriate sections as approved by the City, as well as online where appropriate. Brochure/Folder/Insert Design CIVIC recommends the development of a collateral piece that will provide an overall anti -discrimination message and will also allow the flexibility to have inserts with specific information in regard to various in- depth programs supported by the City. Media Coverage CMC will work to capture coverage in the Fort Worth Star -Telegram (both online/print). This would not be paid advertising; the recommendation is for editorial coverage. CMC will work along with the Communications Officer assigned to Community Relations to solicit this coverage. CIVIC will also develop and write media releases to coincide with this effort. CMC also recommends script writing and production for an ongoing City Cable PSA campaign. EXHIBIT A, Page 2 of 2 Community Event Consulting/Promo Item CMC recommends that the City participate in local events and meetings. CMC will work with the City to recommend potential events and then help to register and organize the City for its participation. CIVIC also recommends the use of creative pieces appropriate for these various venues ranging from bookmarks to clever promotional items extending the theme. Other Creative Control Clear Message Communication, LLC warrants and represents that, to the best of our knowledge, the work to be provided under this contract will be original, unless otherwise specified and agreed to by the Community Relations Department. Clear Message Communication, LLC reserves the right to use the concepts created in marketing material as examples of our work. Upon delivery of final content to City of Fort Worth, all materials will be owned and copyrighted by City of Fort Worth, Clear Message Communication, LLC agrees that we have no right to and will not use, resale, repackage or distribute the material without prior written consent from City of Fort Worth. EXHIBIT B PAYMENT SCHEDULE For: City of Fort Worth -Community Relations Department, Communications Office By: Clear Message Communication, LLC Anti -Discrimination Project: Campaign Material Design and Consulting Description: Cost: Core Messaging $1,725.00 Billboard Design (2 boards) - 1 concept, up to 2 rounds each of graphic and text $1,020.00 edits initiated by City of Fort Worth Content development based on approved messaging Ad Development (if needed) $575.00/ad 1 concept, up to 2 rounds each of graphic and text edits initiated by City of Fort Worth Content development based on approved messaging City Web Campaign Efforts - 2 "Banner -type" Graphics $920.00 2 concepts, up to 2 rounds each of graphic and text edits initiated by City of Fort Worth Content development based on approved messaging Brochure/Folder/Insert Design $2,125.00 1 concept, up to 2 rounds each of graphic and text edits initiated by City of Fort Worth Content development based on approved messaging Media Release Development $1,725.00 Up to 5 media releases Up to 10 hours of media public relations to secure coverage Community Event Consulting $850.00 - Up to 10 hours of consulting assistance to determine appropriate events for Community Relations participation and general assistance with registration and planning for each event Promo Item -0- - Recommend a promotional item that is complimentary to the theme developed for the campaign and that creates reinforcement of the message. Miscellaneous Writing/Editing Efforts (up to 5 hours) $425.00 Total Project: $9,365.00 A 50% deposit is required by Ignite It at the time of execution. The balance is due upon delivery of each item.