HomeMy WebLinkAboutContract 45419 'c
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PROFESSIONAL SERVICES AGREEMENT
RECYCLING EDUCATION AND AD CAMPAIGN ARCH -JUNE 2014
CLEAR MESSAGE COMMUNICATIONLUCAKA, IGNITE IT GROUP
This PROFESSIONAL, SERVICES AGREEMENT ("Agreement") is made and entered into by
and between the CITY OF FORT WORTH (the "City"), e home rule municipal corporation situated in
portions of Tarrant, Denton, Parker,er, end Wise Counties, Texas and CLEAR MESSAGE
COMMUNICATION, LLC AKA IGNITE, 11T GROUP" IIG) ("Consultant"" acting by and through Shelly T.
luleszem its duly authorized Director end Principal,
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting services for the
purpose of providing the City of Fort ''Forth Code Compliance Department with professional services to
develop and impplemient educ utio t campaigns to create awareness >�aboult the City's residential
noun re;ach�
and commercial recycling ro rare as well -
e their erg ti littering campaign.
Splecificelly, Consultant will.
0 Provide consultant services for e behavior modification study
Provide marketing services for the city's ongoing recycling, littering and susteinability
education and outreach programs
2. rERM.
This Agreement shall commence on lurch 27, 2014 and terminate on June 27, 2014 unless
terminated earlier in accordance with the provisions of this Agreement. Articles 6 and 8 herein shell'
survive the term of'this agreement.
3.. COMPENSATION.
The City shall pray Consultant an amount not to exceed Fourteen Thousand, Seven Hundred
Ninety l ollears 14,79 .00 , billabile at an hourly rate, of Eighty Five ($85.010) per hour.
The Contractor shall submit monthly payment invoices to the City. Invoices shell contain a
detailed break olwn to include: services, tads or deliverables to the City and dote provided, the amount
billed for each service, task or deliverable, sand the total �arnount due for the billing period..
Payment for services rendered shall be due within thirty 3 days of the uncontested performance
of the particular services so ordered and receipt by City of Contractor's invoice for payment of same. In
the event of a disputed or contested billing only that portion so contested may be withheld from payment,
and the undisputed portion will be paid. No interest will accrue on any contested portion of'the billing until
mutually resolved. City will exercise reasonableness in contesting any billing or portion thereof.
4. TERMINATION.
4.1. Written Notice.
M The City or Consultant may terminate this Agreement at any time and for any reason by
CD providing the other peaty with 30 drays written notice of termination.
OFFICIAL RECORD
4. Non ,e ro riation of Funds. ITY'SECRETARY
OFF_
RECORD
In the event no funds or insufficient funds are appropriated by t[eft* i T d
m
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for any payments due hereunder, City will notify Consultant of such occurrence and this
Agreement shall terminate on the last day of the fiscal period for which appropriations were
recei'ved without penalty or expense to the City of any kind whatsoever, except as to the portions,
of the payments herein agreed' upon for which funds, shall have been appropriated.
4.3 Duties and Obliqations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the City shall,
pay Consultant for services actually rendered or consultant shall reimburse the City for services
paid for but not actually rendered, up to,the date of notice of termination,
5. DISCLOSURE of CONFLICTS AND CONFIDEN-rIAL, INFORMATION.
Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any
existing or potential conflicts of interest related to Consultant's, services, under this Agreement, In the
event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby
agrees, immediately to, make 'full disclosure to the City in writing. Consultant, for itself and its officers,
agents and employees, 'further agrees that it shall treat all information provided to it by the City as
confidential and shall not disclose any such information, to a third party without the prior written approval
of the City. Consultant shall store and maintain City Information in a secure manner and shall not allow
unauthorized users to access, modify, delete or otherwise corrupt City Information in any way.
Consultant shall notify the City immediately if the security or integrity of any City information has, been
compromised or is believed, to have been compromised,
6., RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) years after final payment
under this contract, have access to and the right to examine at reasonable times any directly plertinen�t
books; documents, papers and records of the consultant involving transactions, relating to 'this Contract
at, no additional cost to the City. Consultant agrees that the City shall have access during normal
working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. The City shall give
Consultant reasonable advance notice of intended aud�its.
Consultant further agrees to include in all its subcontractor agreements hereunder a provision to
the effect that the subcontractor agrees that the City shall, until expiration, of three (3) years after final
payment of the subcontract, have access to and the right to examine at reasonabile times any directly
pertinent books, documents, papers and records of such subcontractor involving transactions related to
the subcontract, and further that City shall have access during normal working hours to all subcontractor
facilities and shall be provided adequate and appropriate work space in order to conduct a�ludits, in
compliance with the provisions of this paragraph. City shall g�ivel subcontractor reasonable notice of
intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood, and agreed that Consultant shall operate as an independent
contractor as to all, rights and privileges granted herein, ands not as agent, representative or employee of
the City. Subject to and iin accordance with the conditions and provisions of this Agreement, Consultant
shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agenits,, servants, employees, contractors and
subcontractors. Consultant acknowledges that the doctrine of respondeat SUperior shall not appily as
between the City, its officers, agents, servants and employees, and consultant, its officers, agents,
employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein
shall be construed as the creation of a partnership or joint enterprise between City and Consultant.,
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8. LIABILITY AND INDEMNIFICATION.
CONSULTANT SMALL RR LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY
LOSS, PROPERTY DAMAGE AIII IC R"PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER,CTRR, WHE THER" REAL OR ASSERTED, TO THE XTE T
CAUSED BY THE NEGLIGENT A C T(S) OR OMISSION(S)., MALFEASANCE E CSR" INTENTIONAL
MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGE TS, S ER VA N TS OR EMPLOYEES.
YEES.
CONSUL,TAINT" CC E ANTS AND AGREES To, AND DOES HEREBY, INDEMNIFY, HOLD
HARMLESS, AND DEFEND THE CITY, ITS OFFICERS,ERS, AGeLNTS, SERVANTS AND EMPLOYEES,
"'EES,
FROM AND AGAINST ANY AND ALL CLAIMS OR LA WS ITS FOR EITHER PROPERTY DAMAGE
OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS To CC NSULTANTFS BUSINESS AND ANY
RESULTING LOST PROFITS) AN IC R" PERSONAL INJURY, INCLUDING BATH, TO ANY AND
ALL PERSONS,S, CSR ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT
OF CSR IN' CONNECTION TION WITH THIS AGREEMENT, TC EXTENT CAUSED 'Y THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFIC ERR
AGENTS, SERVANTS OR EMPLOYEES.
9. ASSIGNMENT AND SUBCONTRACTING.
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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 conse nt to n ass,ignmient, the
assignee shall execute a written agreement with the City and the Consultant under which the assignee
agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant
and Assignee shall be jointly liable for all o' lip ations under this Agreement prior to the assignment. If the
City grants consent to a subcontract, the subcontractor shall execute a written agreement with the
Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the
duties and obligations of the Consultant under this Agreement as such duties and obligations may apply.
The Consultant shall provide the City with a fully executed copy of any such subcontract.
10. INSURANCE.
Consultant shall provide the City with certificates of insurance documenting policies of the
followiin minim um coverage, limits that are to be in effect prior to commencement mencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
a Commercial General Liability
$1 000,000 Each occurrence
1 000,000 Aggregate
b Automobile Liability
y
$110001000 Each accident on a combined single limit basis or
$250101001 Bodily injury per person
$5001,000 Bodily injury per person per occurrence
$100,000 Property damage
Coverage shall be on any vehi'olle used by the Consultant, its employees, agents,
representatives in the course of the providing services under this Agreer cent.
"Any vehicle" shall be any vehicle owned, hired and non-owned.
(c) Worker's Compensation
Statutory limits
Employer I's liability
$1001000 Each accident/occu rren o'e
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100,000 Disease- per each employee
$5001000 Disease -po�licy limit
This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits consistent with
statutory benefits outlined in the Texas workers' Compensation Act (Art. 8,308 — 1.01 et
seql. Tex. Rev. Civ, Sit�at.), and minlimum plo�licy limits, for Employers' Liability of$100,000
each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per
disease per employee
(d) Errors & Omissions (Professional Liability):
$11 01001,01010 Per Claim and Aggregate
If coverage is written on a clai�msi-made basis, the retroactive data shall be
colincident with or prior to,the date to the contractual agreement. The certificate of
insurance shall, state that the coverage is claims-made and the retroactive
date. The insurance shall be maintained for the duration of the contractual
agreement and for five (5) years following completion of the services provides
under the contractual agreement or for the warranty period, which ever is longer.
An annual certificate of insurance submitted to the City shall evidence coverage.
10.2 Certificates.
Certificates of Insurance evidencing that the Consultant has obtained all required
insurance shall be delivered to the City prior to Consultant, proceeding with any work
pursuant to this Agreement. All applicable policies shall be endorsed, to name the City as
an additional insured thereon, as its interests may appear. The term City shall include its
employees, officers, officials, agent, and volunteers in respect to the contracted services.
Any failure on the part of'the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement. The City reserves the right to make
reasonable requests or revisions pertaining to the types and limits of that coverage. A
minimum of thirty ('30) days notice of cancellation or reduction in limits, of coverage shall
be provided to the City. Ten (10) days notice shall be acceptable in the event of non-
payment of premium. Such terms shall be endorsed onto Consultant's insurance
policies. Notice shall be sent to the Risk Managerl City of Fort Worth,, 110001
Fhrockmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same
address.
11. COMPLIANCE WITH LA ORDINANCES-, RUILES AND REGULATIONS.
Consultant agrees to comply with all applicable federal,, state and local laws, ordinances,, rules
and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or
regulatioln�s, Consultant shalll immediately desist from and correct the violation.
12. NON-DISCRIM I NATION COVENANT.
Consultant, for itself) its personal representatives, assigns, subcontractors and successors, in
interest) as part of the consideration herein, agrees that in the performance of Consultant's duties and
obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of
individuals on any basis prohibited by law. If any claim, arises from an allleged 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 harmlessfrorn, such claim.
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During the performance of this contract, contractor shall not discriminate in its employment
practices and shall comply with all applicable provisions of Chapter 17, Article III of the Code of the City of
Fort Worth. Contractor agrees not to discriminate against any employee or applicant for employment
because of because, of age, race, color, religion, sex, disabillity, national origin, sexual orientation,
trans ender, gender identity or gender expression in any manner involving employment, including the
recruitment of applicants for employment, advertising, hiring, layoff, recall,, termination of employmenty
promoltioln, demotion,, transfer, compensation, employment classification, training and selection for training
or any other terms, conditions or privileges of employment.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement, shall be conclusively determined
to have been delivered when (1) hands-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
foillows..
To CITY- To CONSULTANT:
City of'Fort Worth Clear Message Communication/aka Ignite It Group
Code Compliance Department Attn: Shelly Kulesza,, Director
Attn: Kim Mote, Assistant Director 550111 LBJ Freeway, Suite 240
1000 T'hroickmorton Dallas, TX 75240
Fort Worth TX 76102-6311
14. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers.
115. NO Al ER.
The failure of the City or Consultant to insist upon the performance of any term or provision of
this Agreement or to exercise any right granted herein shall not constitute a waiver of the City 11 s or
Consultant's, respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
16. GOVERNING LAW VENU!E.
This Agreement shall be construed in accordance with the internal laws of the State of Texas. If
any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue
for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court
for the Northern District of Texas,, Fort Worth IDi,vision.
17. 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.
18. 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 m,ajeure or other causes beyond their reasonable control (force majeUre),
including, but not limited, to compliance with any government law, ordinance or regulation, acts of God,
acts of the publliic enemy, filres,, strikes, lockouts, natural disasters, wars, riots, material or labor
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restrictions, by any governmental authority, transportation problems and or any other sim,ilar causes.,
19. 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.
201. 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 resollved,
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
21. AMENDMENTS I MODIFICATIONS/ xTENSIONS.
No extension, modification or amendment of this Agreement shall be blinding upon a party hereto
unless such extension,, modification,, or amendment is set forth In a, written inis,trumient, 'which is executed
by an authorized representative and delivered on behalf of such party.
22. 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 c,on,fl,iict with
any provision of this Agreement.
23. SIGNATURE AUTHORITY.
The person signing this agreement hereby warrants that he/she has the legal authority to executel
this agreement on behalf of the respective party, and that such binding authority has been granted by
proper order, resolution, ordinance or other authorization of the entity. The other partly is fully entitled, to
rely on this warranty and representation in entering into this Agreement.
The remainder of this page is left intentionally blank
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Clear Message Communication, ll aka Ignite it Group
WIk
SIGNATURE PAGE
IN WITNESS WHEREOF, the parfies hereto have executed this Agreement*
CITY OF FORT WORTH. CLEAR MESSAGE COMMUNICATIONS, LLC
IL BA IGNITE IT GROUP (11G)
oor
By:Ag By... ........
4/11" U;-%harles W. Daniels S elly M K a
11ft
ssistant City anager Direct�(-,,..,
Date-
WITNESS,
Signed- .
Print Name*
APPROVED AS TO FORM AND LEGALITY-,,
By:
Arthur N. Basher
ATTE,
.........
10010'
By: --A a, ,
I,100� M
Mary ' ,a Aer ,'
City ry
11
to
OFFICIAL RECORD
CITYSECRETARY
FT.WORTH,TX
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