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HomeMy WebLinkAboutContract 43680 (2)CITY Srelitlir-ii ccr >11) 9 fi 0 e I Al sil OP PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement ("Agreement") is made by the CITY OF FORT WORTH, a Texas municipal corporation situated in Tarrant, Denton and VVise Counties, Texas, with its principal location at 1000 Throckmorton Street, Fort Worth, Texas 76102, hereinafter called "City," and MICHAFL J. FLORES dba, IXL Media Group with its principal location at 1212 Corporate Dr., Suite 255, Irving, Texas 75038, hereafter called "Consultant." 1. SCOPE OF SERVICES Consultant agrees to provide consulting services for a City of Fort Worth communications platform review and assessment for continued development of the City's on-line community -commerce based web infrastructure (website), as more specifically described in the Exhibit A, Scope of Work, which is attached hereto and incorporated herein. 2. COMPENSATION The maximum amount to be paid to Consultant for all services performed and expenses incurred hereunder shall not exceed $12,000, which shall be inclusive of all fees, expenses, resources, equipment, tools, and supplies necessary to perform the services under this Agreement. The total amount for expenses shall not exceed $1,000. 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 costs for such services. Additional services shall be billed at rate of $150 per hour. 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. 3 IERivi This agreement shall be effective upon the last date of execution by the parties and shall expire upon completion of all services contemplated herein, but not later than December 31, 2012. 4. TERMINATION Either party may terminate this Agreement at any time for cause or convenience upon thirty (30) days written notice to the other party. In the event City terminates this Agreement, upon the receipt of such notice, Consultant shall immediately discontinue all services and work and the placing of all orders or the entering into contracts for all supplies, assistance, facilities and materials in connection with the performance of this Agreement and shall proceed to cancel promptly all existing contracts insofar as they are chargeable to this Agreement. Consultant shall not be entitled to lost or anticipated profits should City choose to exercise its option to terminate. 5. LIABILITY: INDEMNIFICATION CONSULTANT SHALL BE LIABILE FOR AND HEREBY RELEASES THE CITY FROM LIABILITY, AND AGREES TO INDEMNIFY AND HOLD THE CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES HARMLESS FROM ANY LOSS, DAMAGE LIABILITY OR EXPENSE FOR DAMAGE TO PROPERTY AND INJURIES, INCLUDING DEATH, TO ANY PERSON, INCLUDING BUT NOT LIMITED TO OFFICERS, AGENTS OR EMPLOYEES OF CONSULTANT OR SUBCONSULTANTS, WHICH MAY ARISE OUT OF ANY NEGLIGENT ACT, ERROR OR OMISSION IN THE PERFORMANCE OF THIS AGREEMENT. CONSULTANT SHALL DEFEND AT ITS OWN EXPENSE ANY SUITS OR OTHER PROCEEDINGS BROUGHT AGAINST THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES, OR ANY OF THEM, RESULTING FROM SUCH NEGLIGENT ACT, ERROR OR OMISSION; AND SHALL PAY ALL EXPENSES AND SATISFY ALL JUDGMENTS WHICH MAY BE INCURRED BY OR RENDERED AGAINST THEM OR ANY OF THEM IN CONNECTION THEREWITH RESULTING FROM SUCH NEGLIGENT, ERROR OR OMISSION. 6. INDEPENDENT CONTRACTOR Consultant shall perform all work and services hereunder as an independent Contractor and not as an officer, agent or emp-oyee of the-C-i-ty:= Cohsul"t nt shall have exclusive control of and the exclusive OFFICIAL RECORD CITY SECRETARY Et WORTH, TX 1 0--02-- l 2 right to control, the details of the work performed hereunder and all persons performing same and shall be solely responsible for the acts and omissions of its agents, employees and subContractors. Nothing herein shall be construed as creating a partnership or joint venture between the City and the Consultant, its agents, employees and subContractors; and the doctrine of respondeat superior shall have no application as between the City and the Consultant. 7 INSURANCE Consultant shall provide the City with certificate(s) 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: Coveraae and Limits (a) Professional Liability (Errors and Omissions) $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Worker's Compensation - Statutory limits Employer's liability $100,000 Each accident/occurrence $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 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 General Reauirements (a) All applicable policies shall 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. (b) The workers' compensation policy shall Include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. (c) 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. 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. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. PROFESSIONAL SERVICES CONTRACT IXL Media Group Page2 of 5 Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 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. 8. PROHIBITION OF ASSIGNMENT Neither party hereto shall assign, sublet or transfer their interest herein without the prior written consent of the other party, and any attempted assignment, sublease or transfer of all or any part hereof without such prior written consent shall be void. 9. CHOICE OF LAW VENUE This Agreement shall be construed in accordance with the laws of the State of Texas. Should any action, at law or in equity, arise out of the terms herein, exclusive venue for said action shall be in Tarrant County, Texas. 10. FORCE MAJEURE Neither party shall liable for failure to perform its obligations under this Agreement if the performance is delayed by reason of war; civil commotion; acts of God; inclement weather; governmental restrictions, regulations, or interferences• fires; strikes; lockouts, national disasters; riots, material or labor restrictions; transportation problems, or any other circumstances which are reasonably beyond the control of the party. 11. CONFIDENTIAL INFORMATION Consultant understands and acknowledges that Consultant will be provided with information from the City that may be confidential by law, rule, statute, ordinance or legal order. Consultant shall not disclose any information deemed confidential to any party who is not privy to or who does not have a special right of access to said information. Consultant agrees to use confidential information for purposes of providing the services contemplated herein only as determined by the City. Disclosure of, or unauthorized use of, any confidential information by Consultant is a material breach of this Agreement. If Consultant violates this provision, and in addition to any other remedies at law or in equity that the City may have, the City may immediately obtain injunctive relief in a court of competent jurisdiction enjoining any continuing or further breaches and exercise any further remedies as authorized by law. Consultant agrees to indemnify and hold the City harmless for any claims or damages caused by Consultant's breach of this confidentiality provision 12. RIGHT TO AUDIT During the term of this Agreement, and at any time within three (3) years following the expiration of this Agreement, the City shall have the right of access to all information held in the possession of the Consultant related to services performed under this Agreement, for audit purposes or otherwise. Consultant agrees to provide access to such information unless expressly prohibited from doing so by court or other governmental order. Except in the event of an emergency the City will provide reasonable advance notice of any intended audits and the need for the information. Consultant agrees that it will keep records relating to the services provided hereunder for as long as required by law. 13. NOTICES Any notice required to be given hereunder shall be given by certified mail, return receipt to the following addresses: If to City: If to Consultant: PROFESSIONAL SERVICES CONTRACT IXL Media Group Page3 of 5 City of Fort Worth Attn: Pat Svacina 1000 Throckmorton Street Fort Worth, Texas 76102 IXL Media Group Attn: Michael J. Flores 1212 Corporate Dr., Suite 255 Flower Mound, Texas 75027 14. 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. 15. AMENDMENTS. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, which is executed by an authorized representative and delivered on behalf of such party. 16. 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. [Signature Page Follows] EXECUTED on this, the day of , 2012 ACCEPTED AND AGREED: CONSULTANT CITY OF FORT WORTH: By: Michael J. Flores Consultant AUGUST 29, 2012 Data PROFESSIONAL SERVICES CONTRACT IXL Media Group Page4 of 5 By: Tom Higgins Date: City Manager ROA OFFICIAL RECORD CITY SECRETARY FL WORTH, TX ATTEST: By: Name( Title: ATTES By: Mary J. Kaysett ov City Secretary IN Sr 4 fit. 0 rf *aO APPROVED TO FORM AND LEGALITY: B Exhibit A Scope of Services PROFESSIONAL SERVICES CONTRACT IXL Media Group Page5 of5 Assistan CityAttorne PIES iM' (14 Cal. 41)LAArt4 OFFICIAL RECORD ` SE@RETARY WORTH, Tiri. %Go©p0o 7115. rrqt0001 °0 •*. Q _� Y QSO4 ri 13 O 2' 0 •4y CIXL) City of Fort Worth Communications Platform Review & Assessment As part of a web based communications infrastructure update and enhancement, the City of Fort Worth wishes to review and assess existing communications needs among city staff, council members, departments, partners & constituents. Our understanding is the City wishes to: Conduct one-on-one, group and/or on-line interviews in order to help develop a framework (or business logic) for the continued development of the City's on-line community - commerce based web infrastructure (web site). Design and implement a survey and interview process that has the least impact but that would provide the richest communications logic outcome. Develop a consolidated Communications Logic Model designed to - Exhibit"A" Participants Proposed Services Identify Determine Consolidate Define Communication Broad Goals Strategies, Tactics Metric for Needs & Gaps & Objectives & Analysis Success -----1111L OXL) City of Fort Worth Communications Platform Review & Assessment The communications interview and survey process will be managed by the city communications team and IXL principals. An initial assessment of the top -tier and second -tier groups and participants to be included are identified below. City City Representatives Departments & Managers Community & Business Groups Mayor's Office Nineteen public Business department Assistance Center City Council Managers/ Directors Ft. Worth City Manager Chambers and Senior Fifty Managers second -tier M/WBE Office department or City Secretary program managers Communications Teams Assistance Groups & Agencies Health & Social Services Community Action Partners (CAP) Homeless Assistance Groups & SNAP KnoWhat2Do Program Exhibit "A" Project Scope Proposed Services Boards, Commissions & Committees Directors or Chairman/ Chairwoman of forty-six Advisory Boards, Commissions or Committees al) City of Fort Worth Communications Platform Review & Assessment IXL Media Group will conduct interviews and surveys and provide all services, collateral and media needed in order to complete this project to the City of Fort Worth's satisfaction. This may include the development of survey tools such as a questionnaire that is delivered in printed form and/or as an on-line form. This may also include branded collateral tools such as a web portal, button and/ or web banner. A breakout of our services include: Conducting tier -one interviews, either in -person, on-line (Video over internet) or in groups. Development of a survey questionnaire to be distributed to both tier -one and second -tier ancillary groups. These groups will be invited via email to complete the survey on-line. Completion of the survey is through an opt -out process. Development of a consolidated report — the goal is to understand the needs of and get the visions of the various groups, identify where the consensus is and where there is disagreement. We estimate the cost to complete this project to be $10,000 - $12,000 Exhibit "A" Project Scope Participants City of Fort Worth Communications Platform Review & Assessment Our proposed activities time line is as follows: A. Initial planning meeting with City Officials: identify final tier -one and tier -two participants B. Development of key questions points & survey questionnaire C. City approval of key questions points & survey questionnaire D. Schedule interviews E. Publish survey questionnaire & produce collateral F. Send invitation (email) to take survey G. Conduct interviews H. Assess data and publish consolidated report I. Deliver final report September 2012 October 2012 ler Exhibit "A" Agreement October 2012 September 2012 October 2012 SMTWTFS SMTWTFS 1 November 2012 SMTWTFS 1 2 3 City of Ft.Worth Sunday Monday 1 10:00 AM A. Initial planning meeting with city communications team 7 8 10:00 AM E. Build on-line survey ques- tionnaire 14 15 9:30 AM G. Conduct interviews 1:30 PM G. Conduct interviews - alter- nate time 21 22 8:15 AM H. Assess data and publish consolidated report 28 29 Tuesday 2 Wednesday 3:00 PM B. Development of key ques- tions points & survey questionnaire - deliver to city 3 9 10 4:00 PM E. Review on-line survey ques- tionnaire & produce collateral 16 9:30 AM G. Conduct interviews 1:30 PM G. Conduct interviews - alter- nate time 8:15 AM H. Assess data and publish consolidated report 17 9:30 AM G. Conduct interviews - 1:30 PM G. Conduct interviews - alter- nate time 23 24 8:15 AM H. Assess data and publish consolidated report 30 31 3:00 PM I. Deliver final report to city 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Thursday 10:30 AM C. City review of key ques- tions points & survey questionnaire 11 18 9:30 AM G. Conduct interviews 1:30 PM G. Conduct interviews - alter- nate time 25 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 Friday 3:00 PM C. City approval of key ques- tions points & survey questionnaire 4:00 PM D. Schedule interviews 5:00 PM E. Publish survey question- naire & produce collateral 5 12 19 9:30 AM G. Conduct interviews 1:30 PM G. Conduct interviews - alter- nate time 10:00 AM H. Review report with city communications director 26 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Saturday 10:00 AM F. Send email invitation to take survey 13 20 27 Page 1/1