HomeMy WebLinkAboutContract 36403 CITY SECRETARY
No.
STATE OF TEXAS §
KNOW ALL BY THESE PRESENTS:
COUNTY OF TARRANT §
CONTRACT FOR PROFESSIONAL CONSULTING SERVICES
This contract is made by and between the City of Fort Worth, Texas, a municipal corporation
situated in Tarrant, Denton, and Wise Counties, Texas, hereinafter called "City", acting herein by and
through the Fort Worth Business Assistance Center, Economic and Community Development
Department, its duly authorized Agent and Representative, hereinafter called "Client", citing herein by
and through, Clear Message Communication , its duly authorized Professional Services Contractor,
hereinafter called"Consultant".
1.
Scope of Services
Consultant agrees to perform in accordance with the highest professional standards the
following professional management consulting services:
See Attached Consultant Services Retainer Agreement,Attachment"A", with the
Fort Worth Business Assistance Center
2.
Compensation;Payment Schedule
2.1 The maximum amount to be paid to Consultant for all services performed hereunder shall
be $15,300.00 per year, $1,275.00 per month hereinafter "Consultant's Fee", which shall include all
non-tangible services incurred by Consultant. In addition to service fees, Client agrees to pay the
company for any expenses related to ahrd goods which may be incurred. Client will be presented with
quote for such materials and company will only incur cost with the client quote approval.
2.2 Payment shall be made as provided for in Attachment"A" attached hereto.
2.3 Consultant shall submit monthly invoices.to the Client for payment of the sums
referenced in Section 2(b).
2.4 It is understood that this Contract contemplates the provision of full and complete
consulting services for this project, including any and all necessary changes or contingencies to
complete the work as outlined in Section 1, "Scope of Services",for the fee described in Section 2.a.
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3.
Term
Unless terminated pursuant to section 4, this Contract shall be completed on or before
November 30, 2008.
4.
Termination
4.1 The City may terminate this Contract for its convenience by notice in writing to
Consultant. Upon 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 Contract and shall proceed to cancel
promptly all existing contracts insofar as they are chargeable to this Contract.If the City terminates
this Contract under this Section 4.1, the City shall pay Consultant for services actually performed
in accordance herewith prior to such termination, less such payments as have been previously
made, in accordance with a final statement submitted by Consultant documenting the performance
of such work.
4.2 The City may terminate this agreement for cause in the event Consultant fails to
perform in accord with the requirements contained herein. In such event City shall give Consultant
written notice of Consultant's failure to perform, giving Consultant seven(7)calendar days to come
into compliance with the contract requirements. If Consultant fails to come into compliance with
this contract, City shall notify Consultant in writing and this contract shall be terminated as of the
date of such notification. In such event, Consultant shall not be entitled to any additional
compensation.
4.3 In the event no funds or insufficient funds are appropriated and budgeted by the City in
any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and
this Contract shall terminate on the last day of the fiscal period for which appropriations were made
without penalty or expense to City of any kind whatsoever, except as to the portions of the payments
herein agreed upon for which funds shall have been appropriated and budgeted. City has informed
Consultant that, concurrently with approval of this Contract, City will appropriate and budget 100%
of the funds specified in this Contract, so that all funds will be appropriated and budgeted prior to the
commencement date of this Contract.
4.4 Upon termination of this Contract for any reason, Consultant shall provide the City
with copies of all completed or partially completed documents prepared under this contract.
5.
Indemnification and Release
5.1 Consultant shall indemnify and hold the City and its officers, agents and employees
harmless for 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
subcontractors, which may arise out of any negligent act, error or omission in the performance of
Consultant's professional services. 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 act, error or omission.
5.2 In addition to the indemnification requirement above, Consultant releases Fort Worth
from any liability for injury or property damage incurred during this contract, unless such injury or
property damage was the result of intentional conduct committed by an employee of the City.
Consultant shall not permit any employee, officer, and agents of the Consultant or any employees,
officers or agents of any subcontractor to perform any activity under this contract without first
executing a release containing such provisions.
6.
Insurance
Consultant shall carry insurance in the following types and amounts for the duration of this
agreement, and furnish certificates of insurance along with copies of policy declaration pages and
policy endorsements as evidence thereof:
6.1 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.
6.2 Commercial General Liability as follows:
$1,000,000 each occurrence
$2,000,000 aggregate limit
6.3 Business Automobile.Liability Insurance for all owned,non-owned and hired
vehicles as follows:
$500,000 Bodily Injury per person/occurrence
$250,000 Property Damage
$2,000,000 aggregate or
$1,000,000 each accident on a combined single
limit basis
6.4 General Requirements for Insurance
6.4.1 Consultant shall be responsible for deductibles and self-insured retentions, if
any, stated in policies. All deductibles or self-insured retentions shall be disclosed on
the certificates of insurance required above.
6.4.2 All insurance, other than workers compensation, shall be written on an
occurrence basis.
6.4.3 If insurance policies are not written for amounts specified - above,
Consultant shall carry Umbrella or Excess Liability Insurance for any differences in
amounts specified.If Excess Liability Insurance is provided, it shall follow the form of
the primary coverage.
6.4.4 Consultant shall not commence work under this Agreement until it has
obtained the required insurance and until the Contract Manager has reviewed such
insurance. Consultant shall not allow any subcontractor to commence work until
required insurance has been obtained and approved.Approval of insurance by the City
shall not relieve or decrease the liability of the Consultant.
6.4.5 Insurance shall be written by companies licensed to do business in the State
of Texas at the time the policy is issued and shall be written by companies with a
rating of A- or better in the current A.M. Best Key Rating Guide or have reasonable
equivalent financial strength and solvency.
6.4.6 The City of Fort Worth shall be an additional insured as their interests may
appear on the Commercial General Liability,and Business Automobile Liability.
6.4.7 Consultant shall produce endorsements to each affected policy to effectuate
the following:
6.4.7.1 The City of Fort Worth is named as an additional insured on all
policies (except Workers' Compensation) with a mailing address of Attn.:
Purchasing Manager, Purchasing Division, 1000 Throckmorton, Fort Worth, Texas
76102.
6.7.4.2 The insurance company is obligated to notify Purchasing
Manager, Purchasing Division, 1000 Throckmorton Street, Fort Worth,
Texas 76102, of any nonrenewal, cancellations or material changes an any
policy at least forty-five(45)days prior to change or cancellation.
6.7.4.3 That the 'other" insurance clause shall not apply to the City
where the City of Fort Worth is an additional insured shown on the policy.
It is intended that policies required in this Agreement, covering both the
City and Consultant shall be considered primary coverage as applicable.
6.7.4.4 The City shall be entitled, upon request and without expense,
to receive copies of policies and endorsements thereto and may make any
reasonable requests for deletion or revision or modification of particular
policy terms, conditions, limitations, or exclusions except where policy
provisions are established by law or regulations binding upon either of the
parties hereto or the underwriter on any such policies.
6.7.4.5 Consultant shall not cause any insurance to be canceled nor
permit any insurance to lapse during the term of this Agreement or as
required in this Agreement.
6.7.4.6 The City reserves the right to review the insurance
requirements of this section during the effective period of the Agreement
and to make reasonable adjustments to insurance coverage and their limits
when deemed necessary and prudent by the City based upon changes in
statutory law, court decision or the claims history of the industry as well as
of the Consultant.
6.7.4.7 All certificates shall include a clause to the effect that the
policy shall not be reduced, restricted or limited until thirty (30) days after
the City has received written notice.
6.7.4.8 Consultant shall provide owner thirty(30)days written notice of
erosion of the aggregate limit below the per occurrence limits outlined above.
6.4.8 Actual losses not covered by insurance as required by this Agreement shall be
paid by Consultant
7.
Independent Contractor
Consultant shall perform all work and services hereunder as an independent contractor and
not as an officer, agent or employee of the City. Consultant shalt have exclusive control of, and the
exclusive 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 officers, agents, employees
and subcontractors. Nothing herein shall be construed as creating a partnership or joint venture
between the City and the Consultant, its officers, agents, employees and subcontractors; and the
doctrine of respondeat superior shall have no application as between the City and the Consultant.
8.
Disclosure of Conflicts
Consultant warrants to the City that it has made full disclosure in writing of any existing or
potential conflicts of interest related to the services to be performed hereunder. Consultant further
warrants that it will make prompt disclosure in writing of any conflicts of interest that develop
subsequent to the signing of this Contract.
9.
Right to Audit
9.1 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 any directly pertinent books,
documents, papers and records of the Consultant involving transactions relating to this Contract.
Consultant agrees that the City shall have access during normal working hours to all necessary
Consultant facilities and shall be provided adequate and appropriate workspace in order to conduct
audits in compliance with the provisions of this section. The City shall give Consultant reasonable
advance notice of intended audits.
9.2 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 the expiration of three
(3) years after fmal payment under the subcontract, have access to and the right to examine any
directly pertinent books, documents, papers and records of such subcontractor involving
transactions 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 advance notice of intended audits.
10.
Prohibition of Assignment
Neither party hereto shall assign, sublet or transfer its 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.
11.
M/WBE Goals;Nondiscrimination.
11.1 In accord with City of Fort Worth Ordinance No. 11923, as'amended by City of Fort
Worth Ordinance No. 13471, the City has goals for the participation of minority and woman
business enterprises in City contracts. Consultant acknowledges the M/WBE goal established for
this contract and its commitment to meet that goal. Any misrepresentation of facts (other than a
negligent misrepresentation) and/or the commission of fraud by the Consultant may result in the
termination of this agreement and debarment from participating in City contracts for a period of
time of not less than three(3)years.
11.2 As a condition of this Contract, Consultant covenants that it will take all necessary
actions to insure that, in connection with any work under this Contract, Consultant, its associates
and subcontractors, will not discriminate in the treatment or employment of any individual or
groups of individuals on the grounds of race, color, religion, national origin, age, sex or physical
handicap unrelated to job performance, either directly, indirectly or through contractual or other
arrangements.
12.
Choice of Law;Venue
12.1 This contract shall be construed in accordance with the internal law of the State of Texas.
12.2 Should any action,whether real or asserted,at law or in equity,arise out of the terms of this Contract,
venue for said action shall be exclusively in the District Court in Tarrant County,Texas.
EXECUTED on this,the l Z-day of PIP—C- ,20
CITE'OF FORT WORTH CONSULTANT:
City Manager's Office:
Dale Fisseler Name: Stwily Iv rson
Assistant City Manager Title: Se for nsultant&Partner
City Secretary's Office: Attest:
t
Mar Hendrix Name:
City ecretary Title:
DATE DATE
Approved as to Form and Legality
City Attorney's Office:
Benita Harper Name:
Assistant City Attorney Title:
Consultant Retainer Agreement
The following will confirm the agreement between and the City of Fort Worth, regarding your
rendition of services to the Fort Worth Business Assistance Center as follows:
• BAC newsletter layout and production
• Consult and implement marketing strategies
• Creative design and marketing campaign development
1. This agreement covers your work from October 1, 2007—September 30, 2008, or until
terminated by either party upon written notice, effective upon receipt of such notice. Under the terms
of this Retainer Agreement, Clear Message Communications will provide 15 hours per month of
services to the BAC for$1275 per month. Should additional hours for any given month be required by
the BAC, Clear Message Communications will bill those extra hours at the rate of$85 per hour.
2. The BAC may opt to spread work on a particular project over multiple retained months. Any
service for which Clear Message Communications must outsource or incur additional expenses is not
included in the monthly retainer. Any product that Clear Message Communications provides is not
included in the monthly retainer.
3. Clear Message Communications agrees to meet deadlines set by the BAC,provided all materials
needed for completion are received in a timely fashion and the functionality, scope or direction of the
project is not altered by the BAC during development.
4. The BAC accepts liability responsibility for materials submitted to Clear Message
Communications, including,but not limited to, copyright infringement and trademark infringement.
Such materials include audio elements, designed or illustrated elements,product names, domain names
or other utilized terminologies and references,photos,written content, data, etc.
5. The BAC is granted a"license"to each project in its contextual or completed state (for the life of
the site business model); however,the BAC is not allowed to make copies or duplicates of the
completed projects for other business models for resale or re-license by the BAC or others. All content
or data entered into the BAC's projects are solely property of the BAC.
6. Clear Message Communications retains all rights and ownership of components(individual ideas,
concepts and development strategies)proposed to any project in progress. Only when funds are billed
and received for those components is the formal"license"for those components valid. This license
includes full use for the life of the fmal product and in the strict form in which it was proposed,
implemented and included. Final product as a whole becomes property of the BAC. No final product
can be disassembled and used in any other format without the permission of Clear Message
Communications.
7. Clear Message Communications warrants and represents that the materials furnished by you
hereunder will be original and no part of the materials will infringe upon or violate the rights of any
person or entity, including,without limitation, any copyrights,trademarks or rights of privacy or
publicity.
8. Clear Message Communications acknowledges that you are entering into this agreement as an
independent contractor and not as an employee of the company and,therefore,you will not be eligible
for any of the company's employee benefits. In addition,you will not be considered an employee with
regard to any laws concerning Social Security, disability insurance,unemployment compensation,
federal, state or local income tax withholding at local source or any other laws,regulations or orders
relating to employees. Accordingly,you agree to discharge all obligations imposed upon you as an
independent contractor by all applicable federal, state or local laws,regulations or orders now or
hereafter in force, including,without limitation,those relating to federal, state and local income taxes
and Workers' Compensation and including the filing of all returns and reports, and the payment of all
assessments,taxes and other sums required of an independent contractor. We shall issue information
returns as required by law with respect to fees paid to you each year. You will indemnify us against any
claims, damages, liabilities and expenses of any kind arising out of or in connection with your failure
to discharge your obligations as an independent contractor.
9. Clear Message Communications will have no right to enter into any contracts or commitments on
our behalf without our prior written approval.
10. Clear Message Communications hereby acknowledges that in connection with the rendition of
services for us,you will have access to and may receive information concerning our clients, sponsors
and our organization. You hereby agree that you will treat all such information as confidential and,
except in the performance of your duties,you will not at any time disclose any such confidential
information to any third party without our prior written consent. This provision shall survive
termination of this agreement and includes but is not limited to information concerning budgets and
marketing information.
11. Upon completion of your engagement with us,you agree to return all documents, materials,
equipment,photographs, and other items that belong to us, our clients or sponsors and agree not to
keep any copies in any form without our express written permission.
12. This agreement constitutes the entire agreement between you and us with respect to the subject
matter hereof and may not be amended without the written consent of both parties hereto.
13. This agreement will be deemed effective as of the date hereof and will continue until terminated
by either party upon written notice, effective upon the receipt of such notice.
14. This agreement is binding upon you,your employees,your assigns and heirs. It is your
responsibility to have signed agreements from all staff members working on our behalf.
15. This agreement shall be construed in accordance with the laws of the State of Texas.
Accepted and Agreed:
City of Fort Worth Clear Message Communications
• By F
Shelly T. Iversen, Sr Con ultant&Partner
1 75-2917416
04111®
Date Tax ID#
2
7628 Sand St.
Fort Worth TX 76118
817-282-8788—phone
817-282-8998—fax
Date
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