HomeMy WebLinkAboutContract 58008 City Secretary Contract No. 58008
FOR, TWORTH.
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and entered into by
and between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation and Halff
Associates,Inc.("Vendor"),a Texas corporation,each individually referred to as a"party"and collectively
referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule; and
4. Exhibit C—Verification of Signature Authority Form
Exhibits A,B,and C,which are attached hereto and incorporated herein,are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement
shall control.
1. Scope of Services. Develop Stormwater-related public outreach videos Exhibit "A," -
Scope of Services more specifically describes the services to be provided hereunder.
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below
("Effective Date") and shall expire upon completion of all work under the Scope of Services in Exhibit A
or on March 31, 2023, whichever occurs first("Expiration Date"), unless terminated earlier in accordance
with this Agreement("Initial Term").
3. Compensation. City shall pay Vendor an amount not to exceed ninety-five thousand seven
hundred and sixty-five dollars ($95,765.00) in accordance with the provisions of this Agreement and
Exhibit`B,"Payment Schedule,which is attached hereto and incorporated herein for all purposes.Vendor
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. City shall not be liable for any
additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in
writing. City agrees to pay all invoices of Vendor within thirty(30)days of receipt of such invoice.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
Professional Services Agreement OFFICIAL RECORD
Between the City of Fort Worth &
Halff Associates,Inc. CITY SECRETARY
FT. WORTH, TX
City Secretary Contract No.
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 Vendor
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 Vendor for services actually rendered up to
the effective date of termination and Vendor shall continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor shall provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor 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 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has
made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's
services under this Agreement. In the event that any conflicts of interest arise after the Effective
Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in
writing.
5.2 Confidential Information.Vendor,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 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons
objecting to disclosure.A determination on whether such reasons are sufficient will not be decided
by City,but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.3 Unauthorized Access.Vendor 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. Vendor 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,
Vendor 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. Rieht to Audit. Vendor 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 said three
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Between the City of Fort Worth &
Halff Associates,Inc. Page 2 of 19
City Secretary Contract No.
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 Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during
normal working hours to all necessary Vendor 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
Vendor reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor 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,Vendor 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, Vendors and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers,
agents, employees, servants,Vendors and subcontractors. Vendor further agrees that nothing herein shall
be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor or any
officers,agents,servants,employees or subcontractor of Vendor. Neither Vendor,nor any officers,agents,
servants, employees or subcontractor of Vendor shall be entitled to any employment benefits from City.
Vendor 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 subcontractor.
8. Third-Party Release. Vendor shall be solely and exclusively responsible and liable
with respect to obtaining any filming and photography releases required with respect to persons and
third-party property used for filming. At a minimum, Vendor shall provide and post signage in the
immediate vicinity of its filming locations notifying members of the public that photographing and/or
videotaping is being conducted. VENDOR OR ITS OFFICERS,AGENTS, REPRESENTATIVES,
EMPLOYEES, CONTRACTORS, AND SUBCONTRACTORS AGREES TO RELEASE,
INDEMNIFY, AND HOLD HARMLESS THE CITY FROM AND AGAINST ANY THIRD-
PARTY CLAIM RELATING TO THE UNAUTHORIZED USE, FILMING, TAPING,
RECORDING, OR PHOTOGRAPHING OF ANY INDIVIDUAL OR THIRD-PARTY
PROPERTY EXCLUDING ANY SUCH CLAIM ARISING OUT OF THE NEGLIGENCE OR
MISCONDUCT OF THE CITY,ITS EMPLOYEES,AGENTS, OR CONTRACTORS.
9. Liability and Indemnification.
9.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL 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
VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
9.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS,SERVANTSAND EMPLOYEES,FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED,FOR
EITHER PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING
Professional Services Agreement
Between the City of Fort Worth &
Halff Associates,Inc. Page 3 of 19
City Secretary Contract No.
DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR
OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS
OR EMPLOYEES.
9.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement,it being understood that this agreement to defend,settle or pay shall not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor shall have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City shall have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City shall have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Vendor shall fully participate and
cooperate with City in defense of such claim or action. City agrees to give Vendor timely
written notice of any such claim or action,with copies of all papers City may receive relating
thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses
shall not eliminate Vendor's duty to indemnify City under this Agreement. If the software
and/or documentation or any part thereof is held to infringe and the use thereof is enjoined
or restrained or,if as a result of a settlement or compromise,such use is materially adversely
restricted,Vendor shall, at its own expense and as City's sole remedy, either: (a)procure for
City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non-infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible,and functionally equivalent non-infringing software and/or documentation at no
additional charge to City; or (d)if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
10. Assignment and Subcontracting.
10.1 Assignment. Vendor 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 Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement
prior to the effective date of the assignment.
Professional Services Agreement
Between the City of Fort Worth &
Halff Associates,Inc. Page 4 of 19
City Secretary Contract No.
10.2 Subcontract. If City grants consent to a subcontract, subcontractor shall execute a
written agreement with Vendor referencing this Agreement under which subcontractor shall agree
to be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor shall provide City with a fully executed copy of any such
subcontract.
11. Insurance. Vendor shall provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any work pursuant to this Agreement:
11.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle" shall be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000- Bodily Injury by accident;each accident/occurrence
$100,000- Bodily Injury by disease;each employee
$500,000- Bodily Injury by disease;policy limit
(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 City to evidence coverage.
Professional Services Agreement
Between the City of Fort Worth &
Halff Associates,Inc. Page 5 of 19
City Secretary Contract No.
11.2 General Requirements
(a) The commercial general liability and automobile liability policies shall
name 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 City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to 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, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth 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.
(e) Any failure on the part of City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
12. Compliance with Laws,Ordinances,Rules and Reeulations. Vendor 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
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist
from and correct the violation.
13. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subVendors and successors in interest, as part of the consideration herein, agrees that in the performance
of Vendor'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 VENDOR,ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN
INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND
DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
14. 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
Professional Services Agreement
Between the City of Fort Worth &
Halff Associates,Inc. Page 6 of 19
City Secretary Contract No.
transmission,or(3)received by the other party by United States Mail,registered,return receipt requested,
addressed as follows:
To CITY: To VENDOR:
City of Fort Worth Halff Associates,Inc.
Attn: Linda Sterne Benjamin B. Pylant, Senior Vice President
200 Texas Street 4000 Fossil Creek Blvd
Fort Worth,TX 76102-6314 Fort Worth,TX 76137
With copy to Fort Worth City Attorney's Office at
same address
15. Solicitation of Employees. Neither City nor Vendor 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.
Notwithstanding the foregoing,this provision shall not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
16. 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.
17. No Waiver. The failure of City or Vendor 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
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
18. Governine 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.
19. 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.
20. Force Maieure. City and Vendor 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.
21. 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.
Professional Services Agreement
Between the City of Fort Worth &
Halff Associates,Inc. Page 7 of 19
City Secretary Contract No.
22. 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,B,and C.
23. 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.
24. Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the
entire understanding and agreement between City and Vendor, 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.
25. 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.
26. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option,Vendor shall either(a)use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
27. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form(I-9). Upon request by City,Vendor shall provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
28. Ownership of Work Product. City shall be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in
conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City
shall be the sole and exclusive owner of all copyright,patent,trademark,trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first).Each copyrightable aspect of the Work Product shall be considered a"work-made-
for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product,or any part thereof,is not considered a"work-made-for-hire"within the meaning of the Copyright
Act of 1976, as amended,Vendor hereby expressly assigns to City all exclusive right,title and interest in
Professional Services Agreement
Between the City of Fort Worth &
Halff Associates,Inc. Page 8 of 19
City Secretary Contract No.
and to the Work Product,and all copies thereof,and in and to the copyright,patent,trademark,trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim,lien for balance due,or rights of retention thereto on the part of City.
29. Signature Authority. The person signing this Agreement hereby represents 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. This
Agreement and any amendment hereto,may be executed by any authorized representative of Vendor whose
name, title and signature is affixed on the Verification of Signature Authority Form, which is attached
hereto as Exhibit"C".Each party is fully entitled to rely on these warranties and representations in entering
into this Agreement or any amendment hereto.
30. Change in Company Name or Ownership. Vendor shall notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records.The president of Vendor or authorized official must sign the letter.A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
31. No Boycott of Israel. If Vendor has fewer than 10 employees or this 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,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,Vendor certifies that Vendor's signature provides written
verification to the City that Vendor:(1)does not boycott Israel; and(2)will not boycott Israel during
the term of the contract.
32. Prohibition on Boycotting Energy Companies.Vendor acknowledges that in accordance
with Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2),
the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or
more,which will be paid wholly or partly from public funds of the City,with a company(with 10 or more
full-time employees)unless the contract contains a written verification from the company that it: (1) does
not boycott energy companies; and (2) will not boycott energy companies during the term of the
contract.The terms "boycott energy company" and "company" have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code(as added by Acts 2021, 87th Leg.,R.S., S.B. 13, § 2).To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement,by signing this
Agreement, Vendor certifies that Vendor's signature provides written verification to the City that
Vendor: (1)does not boycott energy companies; and(2)will not boycott energy companies during the
term of this Agreement.
33. Prohibition on Discrimination Against Firearm and Ammunition Industries.Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code(as added
by Acts 2021, 87th Leg., R.S., S.B. 19, § 1),the City is prohibited from entering into a contract for goods
or services that has a value of$100,000 or more which will be paid wholly or partly from public funds of
the City, with a company (with 10 or more full-time employees) unless the contract contains a written
Professional Services Agreement
Between the City of Fort Worth &
Halff Associates,Inc. Page 9 of 19
City Secretary Contract No.
verification from the company that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and(2)will not discriminate during the
term of the contract against a firearm entity or firearm trade association. The terms"discriminate,""firearm
entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the
Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1). To the extent that
Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement,
Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)
does not have a practice,policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
(signature page follows)
Professional Services Agreement
Between the City of Fort Worth &
Halff Associates,Inc. Page 10 of 19
City Secretary Contract No.
ACCEPTED AND AGREED:
City: Vendor:
By: William Johnson(A g 19,202213:06 CDT) B : z
Y Y
Name: William Johnson Name: Benjamin B. Pylant
Title: Assistant City Manager Title: Senior Vice President
Date: Aug 1% 2022 Date: 8/9/2022
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended: Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
Za�P,4z� of this contract,including ensuring all
By: performance and reporting requirements.
Name: Lauren Prieur
Title: Interim Director,Transportation
and Public Works Department L-6"y"enrme-
By: Linda Sterne(Aug 16,202211:53 CDT)
Name: Linda Sterne
Approved as to Form and Legality: Title: Communications Specialist, Stormwater
Management Division, Transportation and
Public Works Department pad FAR L-Qzi
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By: �•�► 0���
Name: Thomas R.Hansen City Secretary: 0�o -0Ad
Title: Assistant City Attorney 000
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Tgnnette S. Goo�gll �aa °000DO°°°° a
Contract Authorization: By: Jannette S.Goodall(Aug 19,2022 15:27 CDT) nEXpSgaa
M&C: N/A Name: Jannette S. Goodall
Title: City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Professional Services Agreement
Between the City of Fort Worth&
Half Halff Associates,Inc. Page 11 of 19
EXHIBIT A
SCOPE OF SERVICES
City of Fort Worth Stormwater Communication Videos Statement of Work
Halff Associates, Inc. ("Halff') will provide to the City of Fort Worth ("City") custom videos,
animations and photography related to stormwater and flood safety issues that can be used by the
City on the City of Fort Worth's website to explain the City's Stormwater Program.
Halff will provide messaging and explain the elements of the City of Fort Worth Stormwater
Program in easily understandable terms for the general public.
Halff will provide videos related to five topic areas including: 1. overall program topics (mission,
program elements,how to report concerns and contact customer service), 2.Maintain, 3.Mitigate,
4. Warn and 5. Review. The length of each video will be determined by the complexity of each
topic, ranging from 30 seconds to 2 minutes.
Halff will provide videos, animations and photography in formats that can be used on the
stormwater pages of the City's website, City's social media, YouTube, and internal and external
City presentations. The City may use these deliverables for other uses the City deems appropriate.
Halff will be responsible for creating Photography and Animation Libraries for the City on topics
related to the overall program, as well as the for the other themes of the Stormwater Program
including (i) Maintain; (ii) Mitigate; (iii) Warn; and (iv) Review. The Photography Library will
be comprised of still photos taken by Halff per this scope. The Animation Library will be a
collection of the animations created by Halff per this scope. The City may expand these libraries
with its own additional photographs, images, and videos upon completion of this contract.
Additional Notes
• Linda Sterne will serve as the point of contact for the City to respond to questions related
to draft deliverables so that Halff can make final adjustments on the content to be provided
to City.
• Halff will provide a professional voiceover artist to maintain narration consistency on all
content to be provided to City that will have narratives included within.
• A Halff photographer will be required to accompany the Halff videographer to Fort Worth
on two occasions (maintenance and safety video content)to gather additional photography
for video production and the City's asset library. City staff shown in either video or photos
will fill out customary appearance release forms, and will only be shown wearing proper
safety equipment per City policies.
Professional Services Agreement
Between the City of Fort Worth&
Halff Associates,Inc.—Exhibit C Page 12 of 19
City Secretary Contract No.
• Animation Requirements: Turn Around Don't Drown (TADD)logo and Only Rain Down
the Storm Drain logo to be provided by City. Halff will be responsible for taking the
provided logos from the City and creating looping animated logo videos for each.
Videos
Halff will provide the following videos as laid out below:
Video 1: Stormwater Program Overview (est. 30-45 seconds)
This is an umbrella videoa video version of the "What Stormwater Does for You"water bill
insert. It includes the program's mission and introduces the four sections: maintain,warn,
improve and review. It also tells how to report issues and contact customer service.
Video 1 Production Tasks
❑ Project management
❑ Write manuscript
❑ Quality Control (QC) manuscript internally
❑ Submit to City and incorporate feedback to obtain approval of manuscript from
City(includes 1 meeting)
❑ Gather video/photo assets
❑ Record voiceover
❑ Edit draft video
❑ QC draft video
❑ Revise draft video, if necessary
❑ Submit draft video to City and obtain feedback(includes I meeting with City staff)
❑ Follow up on revisions for clarity, if necessary
❑ Edit video revisions
❑ QC final video
❑ Submit video to City for approval
❑ Produce final video output
Video 2: Maintenance (est. 2 minutes)
Show all aspects of maintenance including inlet cleaning and inspection, open channel
maintenance/vegetation, and how concrete pipes are inspected and repaired. This video will also
include an animation of the hydrology cycle (where the water goes) and tie into the concept of
only rain down the storm drain. Show that if the City's assets get clogged up,the facilities don't
work properly.
Video 2 Production Tasks
Professional Services Agreement
Between the City of Fort Worth &
Halff Associates,Inc. Page 13 of 19
City Secretary Contract No.
❑ Project management
❑ Drive to Fort Worth and capture photos/raw video footage/conduct interviews
❑ Animate how a storm drain works as part of the hydrology cycle
❑ Write manuscript
❑ QC Manuscript
❑ Submit to City and incorporate feedback to obtain approval of manuscript from City
(includes 1 meeting)
❑ Gather video/photo assets
❑ Record voiceover
❑ Edit video
❑ QC draft video
❑ Revise draft video, if necessary
❑ Submit draft video to City and obtain feedback (includes 1 meeting with City staff)
❑ Follow up on revisions for clarity
❑ Edit video revisions
❑ QC final video
❑ Submit video to City for approval
❑ Produce final video output
Video 3: Safety and Warning (est. 2 minutes)
Turn around, don't drown is the No. 1 safety message conveyed from the City. Includes an
animation of the City-provided logo. Incorporate information of the TADD flier, plus describe
briefly how the high-water warning flashers and real-time website work.
Video 3 Production Tasks
❑ Project management
❑ Drive to Fort Worth and capture photos/raw video footage/conduct interviews
❑ Animate the TADD logo
❑ Write manuscript
❑ QC Manuscript
❑ Submit to City and incorporate feedback to obtain approval of manuscript from City
(includes 1 meeting)
❑ Gather video/photo assets
❑ Record voiceover
❑ Edit video
❑ QC draft video
❑ Revise draft video, if necessary
❑ Submit draft video to City and obtain feedback(includes I meeting with City staff)
❑ Follow up on revisions for clarity
❑ Edit video revisions
❑ QC final video
❑ Submit video to City for approval
Professional Services Agreement
Between the City of Fort Worth &
Halff Associates,Inc. Page 14 of 19
City Secretary Contract No.
❑ Produce final video output
Video 4: Capital Improvement Process (est. 1 minute)
Show how the Capital Improvement Program process is being used to mitigate flooding and loss
of life in the City. Flash through the major programs, such as HROM,pipe rehabilitation using
CCTV, channel restoration, flood mitigation and reactive projects (for emergencies). These are
based on risk, effectiveness, affordability and feasibility.
Video 4 Production Tasks
❑ Project management
❑ Write manuscript
❑ QC manuscript
❑ Submit to City and incorporate feedback to obtain approval of manuscript from City
(includes 1 meeting)
❑ Gather video/photo assets
❑ Record voiceover
❑ Edit draft video
❑ QC draft video
❑ Revise draft video, if necessary
❑ Submit draft video to City and obtain feedback(includes I meeting with City staff)
❑ Follow up on revisions for clarity, if necessary
❑ Edit video revisions
❑ QC final video
❑ Submit video to City for approval
❑ Produce final video output
Video 5: Stormwater Policies (est. 1 minute)
This video sweeps through stormwater development services process and criteria. Exact talking
points are to be determined, but it would likely show the point of having development criteria
and why developers are held to a standard as it relates to flood risk.
Video 5 Production Tasks
❑ Project management
❑ Write manuscript
❑ QC manuscript
❑ Submit to City and incorporate feedback to obtain approval of manuscript from City
(includes 1 meeting)
❑ Gather video/photo assets
❑ Record voiceover
❑ Edit draft video
Professional Services Agreement
Between the City of Fort Worth &
Halff Associates,Inc. Page 15 of 19
City Secretary Contract No.
❑ QC draft video
❑ Revise draft video, if necessary
❑ Submit draft video to City and obtain feedback(includes I meeting with City staff)
❑ Follow up on revisions for clarity, if necessary
❑ Edit video revisions
❑ QC final video
❑ Submit video to City for approval
❑ Produce final video output
Overall Deliverables to be provided by Halff to City
❑ Five videos (final output is .mp4 file)
❑ Animated logos for TADD, Only Rain Down the Storm Drain
❑ Did You Know/FAQ video loop animations
❑ Raw video footage, interviews and photos
Additional support if these will fit into the budget
❑ Video: History of Fort Worth flooding/introduction to the stormwater master plan
❑ Video: Community Rating System
Professional Services Agreement
Between the City of Fort Worth &
Halff Associates,Inc. Page 16 of 19
City Secretary Contract No.
EXHIBIT B
PRICE SCHEDULE
Compensation
The Vendor shall be compensated in an amount not to exceed ninety-five thousand seven hundred and
sixty-five dollars ($95,765.00) for personnel time, non-labor expenses, and subcontract expenses in
performing services enumerated in Exhibit A as follows:
1. Personnel Time. Personnel time shall be compensated based upon hours worked directly in
performing the Project multiplied by the appropriate Labor Category Rate on the Labor Rate
Schedule listed below for the Vendor's team member performing the work.
This Labor Rate Schedule depicts the rate for each labor category performing the work and
includes all direct salaries, overhead and profit.
Rate ($/hour)
Labor Category
Min. Max.
Administrative Assistant 60 80
Videographer 110 130
Editorial Manager 160 180
Project Manager 270 310
Principal-In-Charge 290 330
2. Non-Labor Expenses. Non-labor expenses shall be reimbursed as Direct Expenses at invoice or
internal office cost, all receipts to be provided by Vendor to City to establish proof of such
expenses.
Direct Expenses (non-labor) include, but are not limited to, mileage, travel and lodging expenses,
mail, supplies, printing and reproduction services, other direct expenses associated with delivery
of the work; plus applicable sales, use, value added, business transfer, gross receipts, or other
similar taxes.
3. Subcontract Expenses. Subcontract expenses and outside services shall be reimbursed at cost
to Vendor plus a markup of ten percent (10%). All receipts and invoices will be presented to City
to establish proof of Vendor's costs for such subcontract expenses.
Professional Services Agreement
Between the City of Fort Worth &
Halff Associates, Inc. Page 17 of 19
City Secretary Contract No.
Invoicing. The Vendor shall submit invoices to the City once a month throughout the term of this
Agreement and Vendor will be paid by the City within 30 days of receipt of such invoices. Vendor will
invoice the City based on the hourly fees listed above on the provided rate schedule, direct expenses,
and subcontractor expenses as identified above.
Schedule. Vendor will seek to complete the Scope of Work as reflected in Exhibit "A" according to the
following milestones and deliverables and will communicate schedule risks to the City if they are
encountered.
a. Fiscal Year 2021/2022 —2 Videos completed by 9/30/22
b. Fiscal Year 2022/2023—3 videos and remaining scope completed by 1/1/22.
Progress Reports
The Vendor shall prepare and submit monthly progress reports with schedule updates to the designated
representative of the City.
Professional Services Agreement
Between the City of Fort Worth&
Halff Associates, Inc. Page 18 of 19
City Secretary Contract No.
Exhibit C:Verification of Signature Authority
CORPORATE AUTHORIZATION RESOLUTION
I,J_Russell Killen,the undersigned being the Corporate Secretary of Helff Associates.Inc (The"Corporation")do hereby certify that at the
Corporation's Board of Directors meeting held on the 1st day of December 2020 there was present and acting throughout a quorum authorized to
transact the business hereinafter described,the proceedings of said meeting were in accordance with the charter and bylaws of said Corporation,
and this resolution has not been amended or revoked and is in full force and effect.
Resolved,that the following individuals are hereby authorized and empowered to sign any and all documents on behalf of said Corporation,and to
take such steps and do such other acts and things as in his or her judgment may be necessary,appropriate or desirable in connection with any
offer extended,proposal submitted,or contract entered into(title of Authorized Agent unless noted):
Adams,Bobby(SVP) Craig,Matthew(SVP) Kalogirou,Vasileics(VP) Pritchard,Doug
Aillet,Brandon Cranston,Shaun(VP) Kane,Brennan Pylant,Benjamin(VP)
Albert,Isabelle Crawford,Stephen(VP) Kaschyk,Bruce(SVP) Ratzman,Eric
Amoako-Atta,Samuel Delgado,Jose Killen,Russell(EVP) Rickett,Mark
Anderson,Craig Diamond,Jason(VP) Klepac,William Rielly,Paul(VP)
Anderson,Emily(VP) Diaz,Marcos Kluber,John(VP) Romanowski,Michael(VP)
Andrioopoulos,John Dorman,Troy Kocian,Matthew Rouvaldt,Cara
Applebaum,Phillip(VP) Downs,Derek(VP) Kunz,Patrick(SVP) Rushing,Scott
Arbuckle,Sr.,James(SVP) Easley,Paul Lackey,Tim(VP) Saenz,Robert(VP)
Atkinson,Erin(VP) Edwards,Marc(CEO) LeBlanc,Kristin Sagel,Joseph(CFO)
Austin,Jeremy Enclso,Carlos Lewis,Ryan(VP) Sartori,Tony(VP)
Baker,Jessica(EVP) Encli RJ Lindner,John(VP) Satagaj,Brian
Belli,Bobby(VP) Engelhardt,Cindy Littleton,Brandyn Satre,Dennis(VP)
Barbier,Michael(VP) Ern,Rob(VP) Littleton,David(VP) Schaffer,Jason
Bargainer,Tim(SVP) Eureste,Nelda Llewellyn,Jr,Mark Schiller,Drew
Barker,Kody Ezell,Brad(VP) Llewellyn,Sr.,Mark(EVP) Scholz,Robert
Barr,James Fallon,Michael(VP) Logan,Josh Scullion,Michael
Barr,Terry(VP) Ferencak,John Loretta,Joe Shafer,Andrew
Barrett,Scott(VP) Reamer,David Lozano,Daniel(VP) Shanks,James(VP)
Becker,Jason Forester,Tracy(VP) Maddox,Jordan Short,Vance
Belaire,Kent(VP) Franz,Dan Matter,Mike(VP) Simon,Guillermo
Bertram,Shawn(VP) French,Sherri(VP) Marusak,Russell Smith,David
Booth,Duane(VP) Garcia,Raul May,Carolyn Smith,Ryan(VP)
Bucchin,Matthew Gardiner,Chad(VP) May,Tim Stahl,Matthew
Buchanan,David Gates,Echo McCaskill,David Steel,Rusty
Bullion,Miles(VP) Gossett,Robert McGahan,Jeremy Stephens,Ben
Burkett,David Guerra,Maria McGahey,Ben(VP) Stinnett,John
Caldwell,Joni(VP) Haar,Dennis McGlohorn,John(VP) Suthan,Getsy
Calhoun,Douglas Harvey,Tony(SVP) Medford,Michael Tanksley,Dan(SVP)
Canuteson,Jared(VP) Helms,Terry(VP) Merritt,Landon Teague,John
Cao,Thang Hemenes,James Miller,Jim Terrell,Allen(VP)
Caron,Chris(VP) Heusel,Jonathan Miller,Steven(SVP) Thornton,Kyle(VP)
Carrillo,James(VP) Herolt,Edward(VP) Moore,Andrew Tobias,Brett
Chavchalov,Drew Hicks,William(SVP) Moran,Trey Tubb,Andrew
Cheatham,Joseph Hinojosa,Samuel(VP) Mosier,Cindy Tuley,Aaron
Cheramie,Trevor Hiott,Chuck(VP) Moya,Michael(SVP) Vester,Cameron
Chovan,Dennis(VP) Hodge,Cody Murray,III,Menton(SVP) Vines,Brian
Christiansen,Eric Hollis,Leigh Neuschafer,Mark Waller,Philip
Clair,Nate Houdmann,Jenifer Nguyen,Long Warlield,Dan(SVP)
Clark,Dan(VP) Hughes,Lenny(VP) Nordstrom,Erica West,John(VP)
Clayton,Johnny Hutcheson,David(SUP) Otto,Mark Wilson,Kirk
Cleavelin,Melanie Ickert,Andrew(SVP) Overbey,Jarred Wong,Raul(VP)
Clint,John Jackson,Todd(COO) Peeples,Christy Woodard,Paul
Coffey,Michael Jacobs,Greg(VP) Pembroke,Bill *Dodson,Todd(VP)
Collins,Casey James,Tim(VP) Petrich,Joseph(VP) Zapalac,Russell(CSO)
Coyer,David Janicki,Mark(VP) Plugge,Jr,Roman(SVP)
Witness my hand and seal of the corporation this 1st day of December 2020. a"ASsocyT u,,
-/J74Cc//L1..G(�iCi1�(J/�/� `Dacnry�•.Zt
SEAL
Corporate Secretary ••
Professional Services Agreement
Between the City of Fort Worth &
Halff Associates,Inc. Page 19 of 19