HomeMy WebLinkAbout025156 - General - Contract - Partnercomm, Inc.CITY SECRETARY � . �,
CONTRACT NO. � J/J �P
PROFESSIONAL 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 and Denton Counties, Texas, acting by and
through Charles Boswell, its duly authorized Assistant City Manager, and PARTNERCOMM,
INC. ("Consultant"), a Delaware corporation acting by and through Steven L. Ziehme, its duly
authorized Chief Financial Officer.
1. SCOPE OF SERVICES.
1.1. Consultant's Services.
Consultant hereby agrees to provide the City's Information Systems and Services
Department ("ISS") with professional consulting services to assist ISS in the
development of communications plans and media for use by ISS in its provision of
intradepartmental assistance within the City (collectively the "Project"). The Project is
described in detail in Exhibit "A", attached hereto and hereby made a part of this
Agreement for all purposes. The City and Consultant may change the scope of the
Project by substituting an amended Exhibit "A", signed by both the City and Consultant,
which shall then be attached to this Agreement and made a part of this Agreement for all
purposes.
1.2. City's Duties.
The City shall provide Consultant access on a reasonably timely basis to various
City personnel for interviews, questions, consultation, document reviews and other forms
of participation necessary to the Project. The City shall also provide Consultant with
reasonable facilities and equipment in order to allow Consultant to perform its duties and
obligations under this Agreement when it is necessary for Consultant to be on-site.
1.3. Work Schedule.
Within thirty (30) days following the Effective Date of this Agreement, as defined
in Section 2, the City and Consultant shall complete a written work schedule applicable
to the Project ("Work Schedule"). This Work Schedule shall establish time tables and
milestones relating to and in accordance with each step or line item of work referenced in
Exhibit "A".
1.4. Work Product.
All work produced by Consultant under this Agreement (collectively the "Work
Product"), specifically including, but not limited to, electronic spreadsheets used to
analyze and develop various rate structures, shall be owned, at all times, by the City.
�v�������!� ��C���
�� ��II� � �lu IA:L7 UfN��
.._ [��, ��C�l �p �
Consultant shall deliver the Work Product to the CiTy upon the termination or expiration
of this Agreement. The City shall have access to and be entitled to review and copy any
portion of the Work Product at any time. Consultant may retain a copy of the Work
Product except as to any portion thereof that is proprietary or otherwise confidential.
2. TERM.
This Agreement shall commence upon the date that both the City and Consultant have
executed this Agreement ("Effective Date") and shall continue in full force and effect until
terminated in accordance with the provisions of this Agreement or when the City provides
Consultant with written notice that Consultant has fulfilled its obligations under this Agreement
and that Consultant's services are no longer required.
3. COMPENSATION.
The City shall pay Consultant a sum not to exceed $22,050.00 for a11 services provided
and expenses incurred in the carrying out and fulfillment of Consultant's duties and obligations
under this Agreement. The specific services and expenses involved in each step of the Project
are described in Exhibit "A". If the City is not satisfied with Consultant's performance at any
step or point in the Project, the City shall notify Consultant in writing and may suspend payment
for the services that are unsatisfactory until the problem is remedied. In such an event, the
parties shall negotiate and endeavor in good faith to remedy or mitigate the problem in a timely
manner. In no event shall the City's aggregate financial obligations to Consultant under this
Agreement exceed $22,050.00. If this Agreement is terminated prior to the date that Consultant
provides all services required hereunder, Consultant shall, at the City's request, complete the step
or line item of work, as provided in E�ibit "A", on which Consultant is working at the time and
the effective date of termination shall be extended if necessary until Consultant has completed
the step or line item of work.
4. TERMINATION.
4.1. Written Notice.
The City may terminate this Agreement at any time and for any reason by its
providing the other party with written notice of termination.
4.2. Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the
City sha11 pay Consultant for services actually rendered as of 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.
2
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 and proposed
services with respect to the Project. 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.
The City acknowledges that Consultant may use products, materials or methodologies
proprietary to Consultant. The City agrees that Consultant's provision of services under this
Agreement shall not be grounds for the City to have or obtain any rights in such proprietary
products, materials or methodologies unless the parties have executed a separate written
agreement with respect thereto. Consultant, for itself and its officers, agents and employees,
further agrees that it shall treat a11 information provided to it by the City as confidential and sha11
not disclose any such information to any third pariy without the prior written approval of the
City.
6. AUDITS.
T'he City shall have, for three (3) years following the Expiration Date or earlier
termination date of this Agreement and upon reasonable advance notice, access to and the right
to examine and audit any books, documents, papers, records or other data of Consultant that
involve transactions relating to this Agreement. Accordingly, Consultant shall provide the City
with access during normal working hours to all of Consultant's facilities and with appropriate
work space at Consultant's facilities necessary for the City to conduct examinations and audits in
accordance with this Agreement.
► - �=���i�
During the term of this Agreement, Consultant shall procure and maintain at a11 times, in
full force and effect, a policy or policies of insurance that provide the specific coverage set forth
in this Section 7 as well as any and all other public risks related to Consultant's performance of
its obligations under this Agreement. Consultant shall specifically obtain the following types of
insurance at the following limits:
• Commercial General Liability:
$1,000,000 per occurrence; providing blanket contractual liability insurance for all
written contracts; products and completed operations; independent contractor's
liability; and coverage for property damage to City facilities; and
3
• Automobile Liability:
$1,000,000 per occurrence
whether owned or hired,
subcontractors; and
or accident; including, but not limited to, a11 vehicles,
in use by Consultant, its employees, agents or
• Worker's Compensation/Employer's Liability:
Worker's compensation coverage as required by applicable law; and Employer's
Liability at $100,000 per accident.
Prior to the Effective Date, Consultant shall provide the City with certificates of
insurance that verify Consultant's compliance with the insurance requirements of this
Agreement. The City's Risk Manager shall have the right to review and evaluate Consultant's
insurance coverage and to make reasonable requests or revisions pertaining to the types and
limits of that coverage. Consultant sha11 comply which such requests or revisions as a condition
precedent to the effectiveness of this Agreement.
8. INDEPENDENT CONTRACTOR
It is expressly understood and agreed that Consultant shall operate as an independent
contractor as to a11 rights and privileges granted herein, and not as an 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
ac#ivities and shall 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, contractors and subcontractors.
Consultant further agrees that nothing herein shall be construed as the creation of a partnership
or joint enterprise between the City and Consultant.
9. LIABILITY AND INDEMNIFICATION.
CONSULTANT 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 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,
SERYANTS 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
C!
PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT
CAIISED BY THE NEGLIGENT ACTS OR OMISSIDNS OR MALFEASANCE OF
CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
10. 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 such consent, the
assignee or subcontractor shall execute a written agreement with the City under which the
assignee or subcontractor agrees to be bound by the duties and obligations of Consultant under
this Agreement.
11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Consultant agrees to comply with all 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 the basis of race, color, national origin, religion, handicap,
sex, sexual orientation or familial status. 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. LICENSES AND PERMITS.
Consultant shall, at its sole expense, obtain and keep in effect all licenses and permits
necessary for it to carry out its duties and obligations hereunder.
14. NOTICES.
Notices required pursuant to the provisions of this Agreement sha11 be conclusively
determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of
the transmission, or (3) received by the other party by United States Mail, registered, return
receipt requested, addressed as follows:
To THE CITY:
CITY OF FORT WORTH — ISS DEPT
ATTN DIRECTOR
1000 THROCKMORTON
FORT WORTH TX 76102-6311
To CONSULTANT:
PARTNERCOMM, INC
ATTN STEVEN L. ZIEHIVIE
700 W. HIGHLANDER BLVD., SUITE 175
ARLINGTON, TX 76015-4300
Facsimile: (817) 871- 8654
15. GOVERNMENTAL POWERS.
Facsimile: (817) 467-9979
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 sha11 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. VENUE , JURISDICTION AND EXPENSES.
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 on the basis of this
Agreement, venue for such action sha111ie in state courts located in Tarrant County, Texas or the
United States District Court for the Northern District of Texas, Fort Worth Division. In any such
action, the prevailing party sha11 be entitled to recover from the other party reasonable attorneys'
fees incurred in the bringing or defending of the action.
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 sha11 not in any way be affected
or impaired.
0
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,
including, but not limited to, compliance with any government law, ordinance or regulation, acts
of God, acts of omission, fires, strikes, lockouts, national 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.
21. 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. This Agreement shall not be amended
unless agreed to in writing by both parties and, if required, approved by the City's City Council.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples
this % `"�day of � ��� � , 1999.
�
CITY OF FORT WORTH:
By: V l •
Charles Boswell
Assistant City Manager
PARTNERCOMM, INC.:
B c� ;�� c�o
Y�� �
Steven L. Zi e `
Chief Financi Officer
ATTE :
By: �
Ci�y Secretary
ATTEST:
By:
7
APPROVED AS TO FORM AND LEGALITY:
Assistant City Attorn
M & C: C-17557 08-03-99
STATE OF TEXAS §
COUNTY OF TARR.ANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Steven L. Ziehme, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of
PartnerComm, Inc. and that he executed the same, and had authorization to execute the same, as
the act of PartnerComm, Inc. for the purposes and consideration therein e�pressed and in the
capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this �� day of �� (� �,
1999. '
���«��� ��a,t�'�.�� �%�'�l/�
,..,,,,,,
'�`PRYPOe�,_ LAURA KAY ILLER �
_•;�;•: Notary Public, Stata of Texas � I�tary Public in and for the State of Texas
'=,� � �+�c' h9y Commission Expires 08-28-39�
�GU"�„���,,,, �Sd
.�OOOOOOdOQC?C�aQ00�C>DQ��?�pt�
STATE OF TEXAS
• a� • : . :_._ �
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Charles Boswell, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the
City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the
purposes and consideration therein expressed and in the capacity therein stated.
GIVEN LJNDER MY HAND AND SEAL OF OFFICE this � day of
,
1999.
�v�*"'"�ti ROSELLA BARNES �'"�"'`�
� " NOTARY PUBLIC Notary Public in and for the State of Texas
* State of Texas
;�a
�oF�� Comm. Exp. 03-31-2001 �
FXHIBIT A
PartnerComm Proposal
�
PartrierComm, Iric_
Your cre¢tive sozzrce_
Mr. Michael R. Di Paolo
Director, Information Systems and Services
City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
Dear Michael:
We are pleased to present this letter proposal outlining how PartnerComm, Inc. can help
your department in its communication efforts with other components of the City. Based
on the discussion in our office, we have outlined an approach which we think can help
you accomplish your goals. After you have had an opportunity to review this letter, you
may want to pick only some of the options we outline, or you may want to add to the list.
In any case, we are willing to be flexible as we work with you on this matter.
July 14, 1999
VIA E-MAIL
Suggested Project Steps
Communication Activity
1. Project planning — including
meetings and project review
General Time Frame
Estimated
PartnerComm
Professional and Art
Fees*
$3,000
July 22
2. Theme development — including July 22 — 28
development of department logo and
new name alternatives for department
(including 3 alternative logos during
initial review)
$4,000
Mr. Michael R. Di Paolo
July 12, 1999
Page 2
Communication Activity
3. Newsletter article — teaser for
internal City customers announcing
the new name and logo, and
highlighting that more information is
to follow
4. Marketing brochure — to go to
internal City customers, and would
include information about such topics
as:
➢ Setting expectations
➢ Availability
➢ Complexity
➢ Customer focus vs.
technology focus, etc.
5. Customer Users' Guide — would
be a"leave behind" for the account
manager to give to internal Ciiy
customers about how to best use the
department, including:
➢ How to best use the account
manager
➢ How to set priorities and get
the most "bang for the buck"
➢ Who to call for different types
of problems/issues, etc.
6. ISS Manager Briefing — meeting
held with department managers to
brief them on the communication
materials and purposes prior to the all
employee meeting
6. ISS Employee Meetings — to
review the materials that would be
going out to internal City customers
(and to help generate buy-in from a11
department employees)
7. Giveaways — for department
employees (e.g., coffee mug with new
logo, framed mission statement, etc.)
8. Giveaways — for internal City
customers (e.g., mouse pads, screen
savers etc.)
General Time Frame
August 25
September 9
September 9
September 2
September 7
September 7
September 9
Estimated
PartnerComm
Professional and Art
Fees*
$1,250
$4,500
$4,500
��I
��
$500
N/A
�
Mr. Michael R. Di Paolo
July 12, 1999
Page 3
Communication Activity
9. On-line Graphic Support — to
coordinate the new logo with the
Intranet applications in the City
10. Performance Evaluation —
development of an evaluation method
that will help determine whether
approach and interventions are being
successfully integrated in the City
1 l. External Customer
Communication — revisions of the
internal customer materials that could
go to other cities and private sector
customers (would include all print
materials and giveaways)
General Time Frame
September 9
December 9
Tbd
$2,500
Tbd
*Fee estimates do not include out of pocket expenses such as travel, messenger services, color proofs,
copying, photo licensing fees, etc. These are additional and are billed at cost. Costs for printing and
purchase of any giveaways are also not included in these fees. .
Hopefully you can see that there are three basic audiences being addressed in our
communication approaclr. - -
1. The internal customer — those City deparhnents who use your services;
2. The external customer — public and private sector organizations who buy services
from your department; and
3. Department employees — who need some education and involvement in the new
approach to business, as well.
Our approach is very direct in communicating with internal and external customers. It is
somewhat more indirect when addressing communication with employees. I feel that the
meetings, if properly constructed, can be one good method for increasing the buy-in
overall. There is probably something we are missing, however. Ideas we have batted
around include "co-opting" employees into an ongoing review/improvement process. For
example, you could set up a cross-functional team to review customer complaints, and
evaluate what changes need to be made to address these complaints. The point is that
there is more that can be done with these folks, and we probably need to spend some
more time brainstorming in this area.
Estimated
PartnerComm
Professional and Art
Fees*
$1,800
Mr. Michael R. Di Paolo
July 12, 1999
Page 4
In sum, we recognize the fact that you have some significant challenges facing you, but
that you also have some opportunities to improve the perception of the department in
your customers' minds. And, more importantly, you have the opportunity to improve the
way your customers do business.
We look forward to hearing from you.
Very truly yours,
�e�.n, `C1. c/l,ar.i,�,.e,�c
John T. Korinek, Ph.D.
Principal
Cc: Lou Chapman
Robyn Mabry
City of Fort Worth, Texas
n►�c�yar and c,,aunc�l C,ammun�cAt��n
DATE REFERENCE NUMBER �OG NAME PAGE
$�3�99 **C-� 7557 04PARTNER 1 of 1
suB�Ecr PROFESSIONAL SERVICE AGREEMENT WITH PA TNERCOMM, INC. FOR
PROVISION OF COMMUNICATIONS SERVICES FOR THE INFORMATION SYSTEMS
AND SERVICES DEPARTMENT _
RECOMM�NDATION:
It is recommended that the City Council authorize the City Manager to enter into a professional services
contract in the amount of $22,050 with PartnerComm, Inc. for communications services for the
Information Systems and Services Department.
DISCUSSION:
The Information Systems and Services Department (ISS) needs assistance in developing
communication materials for itself and its customers. These types of materials include internal
communication of processes, newsletter articles for City employees, customer user guides, executive
and manager communication materials related to services and service entry points, support with
Intranet communications, communication planning and effectiveness evaluation.
PartnerComm, Inc. is a communications company that specializes in the development of effective
communications in various media. PartnerComm, Inc. will assist ISS with the development of materials
designed to assist customers with its business technology needs. ISS requires these services to
supplement technical knowledge in the department and effectively communicate it to ISS employees,
as well as all City employees who are customers (end users) of ISS services.
A waiver of the M/WBE requirement �for subcontracting goals was approved by the M/WBE office. The
waiver was requested because the purchase of services is from a source where subcontracting or
supplier opportunities are negligible.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current operating budget, as appropriated,
of the Information Systems Fund.
CB:k
Submitted for City Manager's
Oftice by:
I FUND I ACCOUNT I CENTER
(to)
8511
�
8450 (from)
P168 539120 0041000
�
8450 I
•Qu [�I�l�
CITY SECRETARY
Charles Boswell
Originating Department Head:
Michael DiPaolo
Additional Information Contact:
Michael DiPaolo
$22,050.00 �
�
�
�
City of Fort Worth, Texas
�1►�Ayar And C,aunc�l Cammun�cAt�an
DATE REFERENCE NUMBER LOG NAME PAGE
8�3�99 **C-17557 04PARTNER J 1 of 1
SUBJECT PROFESSIONAL SERVICES AGREEMENT WITH P/�rt f(VtKt;UI�I�VI, INC. FOR
PROVISION OF COMMUNICATIONS SERVICES FOR THE INFORMATION SYSTEMS
AND SERVICES DEPARTMENT
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to enter into a professional services
contract in the amount of $22,050 with PartnerComm, Inc. for communications services for the
Information Systems and Services Department.
DISCUSSION:
The Information Systems and Services Department (ISS) needs assistance in developing
communication materials for itself and its customers. These types of materials include internal
communication of processes, newsletter articles for City employees, customer user guides, executive
and manager communication materials related to services and service entry points, support with
Intranet communications, communication planning and effectiveness evaluation.
PartnerComm, Inc. is a communications company that specializes in the development of effective
communications in various media. PartnerComm, Inc. will assist ISS with the development of materials
designed to assist customers with its business technology needs. ISS requires these services to
supplement technical knowledge in the department and effectively communicate it to ISS employees,
as well as all City employees who are customers (end users) of ISS services.
A waiver of the M/WBE requirement for subcontracting goals was approved by the M/WBE office. The
waiver was requested because the purchase of services is from a source where subcontracting or
supplier opportunities are negligible.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current operating budget, as appropriated,
of the Information Systems Fund.
CB:k
Submitted for City Manager's
Office by:
Charles Boswell
Originating Department Head:
Michael DiPaolo
Additional Information Contact:
Michael DiPaolo
I FUND I ACCOUNT I
� (to)
8511
�
8450 I (from)
P168 539120
�
8450 I
CENTER
0041000
I AMOUNT
$22,050.00
CITY SECRETARY
APPROVED
c�TY couNc�.
AUG 3 1999
�., l7�"r a�x1
City Searetar9 of the
City of Fort Wor9h, Tezas