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HomeMy WebLinkAboutContract 42297 CITY SECRETARY CONTRACT NO. aa�t 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, Denton, Parker, and Wise Counties, Texas and Clear Message Communication, LLC aka Ignite It Group (IIG) ("Consultant") acting by and through Shelly T. Kulesza, its duly authorized Director and 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 Worth Code Compliance Department with the methods to develop and implement education/outreach campaigns to create awareness about the City's residential and commercial recycling programs, as well as their littering campaign. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," more specifically describing the services to be provided hereunder. 2. TERM. This Agreement shall commence upon execution by the parties, ("Effective Date") and terminate upon completion of the work specified or one year from date of execution whichever is earlier, and unless terminated earlier in accordance with the provisions of this Agreement. Articles 6 and 8 herein shall survive the term of this agreement. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $46,415.00 in accordance with the provisions of this Agreement and the Payment Schedule attached as Exhibit "B," which is incorporated for all purposes herein. Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional services and costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. 4. TERMINATION. 4.1. Written Notice. The City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period 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 received 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 Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Consultant for servicesor con ultant shall reimburse the City for services paid for but not actually ren+ed e At�i�0�tice of termination. ( Icar ti1r�,a�e C ��mmunicatiun CFI"iy ,�-KETAKY Pa�e 1 of 1 I ;T. wORTH, TY 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 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 pertinent 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 audits. 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 reasonable 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 audits in compliance with the provisions of this paragraph. City shall give 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, and not as 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 activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply 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. 8. LIABILITY AND INDEMNIFICATION. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR 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 Clear Communication Paue 2 of 11 HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS 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 PROFITS) ANDIOR 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 CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. 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 consent to an assignment, 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 obligations 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 certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1,000,000 Each accident on a combined single limit basis or $250,000 Bodily injury per person $500,000 Bodily injury per person per occurrence $100,000 Property damage Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non-owned. (c) Worker's Compensation Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease - per each employee $500,000 Disease - policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq Tex Rev Civ. Stat ) and minimum policy limits for Employers' Liability of $100.000 Clear messalle onnnuinica11011 Pa(_)e 3 off I each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee (d) Errors & Omissions (Professional Liability): $1,000,000 Per Claim and Aggregate If coverage is written on a claims-made basis, the retroactive date shall be coincident with or prior to the date to the contractual agreement. The certificate of insurance shall state that the coverage is claims-made and include 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 Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 11. COMPLIANCE WITH LAWS, ORDINANCES, RULES 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 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 any basis prohibited by law. 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. 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 ( lear tiles1,a1_1e (unu»Lill icatloll Pa,—,e 4 ut 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: 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 5501 LBJ Freeway, Suite 240 1000 Throckmorton Dallas, TX 75240 Fort Worth TX 76102-6311 Facsimile: (972) 535-4290 Facsimile: (817) 392-2107 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. 15. 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 shall 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. 16. GOVERNING LAW/VENUE. 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 Division. 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 majeure 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 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. 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. 20. REVIEW OF COUNSEL. ( Tear Messaee C'<rnu))uniCd110n Paque 5 of l 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 hereto. 21. AMENDMENTS/MODIFICATIONS/ EXTENSIONS. No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written instrument, 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 conflict with any provision of this Agreement. 23. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants 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. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. EXHIBIT A STATEMENT OF WORK Summary The City of Fort Worth Code Compliance Department, Solid Waste Division, marketing consultant will assist in the development and implementation of the following education outreach campaigns: • Recycling education outreach campaign • Litter prevention education outreach campaign • Commercial recycling education outreach campaign Programs include: Pricing: DESCRIPTION: COST: PROFESSIONAL Recycling Education Outreach Campaign FEES: Campaign Core Messaging $1210.00 Public Service Announcement $1210.00 • PSA storyboard development — 1 concept and up to 2 rounds of edits • Content development based on approved messaging Clear Messa,—,e Conln7Unlcatlon Page 6 of 1 1 ......... ......... • Production consulting • NOTE: Actual PSA production/talent/voice are not required in this line item. $1635.00 Flyer Development for Communication Efforts • 1 concept, up to 2 rounds of edits • Content development based on approved messaging $2060.00 Direct Mail— Recycle Audit Template + 4 Setups • 1 template concept, up to 2 rounds of edits • 4 setups based on quarterly recycle results i • Content development based on approved messaging Youth Recycle Communication $1635.00 • 1 concept, up to 2 rounds of edits • Content development based on approved messaging $2910.00 Campaign Microsite • 1 concept, up to 2 rounds of edits • Development of a site up to 10 pages $3335.00 Social Media Campaign • Setup appropriate targeted social sites (if necessary) • Create communication calendar for messages • Feed messages according to communication calendar • Monitor and interact as needed to foster participation $2910.00 YouTube-type Video Development • Video storyboard development to support social media and online communications (up to 5, 1-minute video clips) • Actual shoot of videos $785.00 • Editing of 1-minute videos Ad Design • 1 concept, up to 2 rounds of edits • Content development based on approved messaging $1635.00 Billboard Design • 1 concept, up to 2 rounds of edits Clear MessaWae C0111111LIMCa11011 Pale 7 of 1 1 • Content development based on approved messaging $2060.00 Tradeshow Booth Creative • Development of a design for existing 10x10 pop-up structure • 1 concept, up to 2 rounds of edits j Content development based on approved messaging $3760.00 i Blue Crew in Action Photo Shoot • Individual & Group Shots for Campaign i • Includes Creative Direction at Shoot • High-resolution images delivered and used within campaign elements i Litter Education Outreach Campaign $1210.00 Campaign Core Messaging $1635.00 Billboard Design • 1 concept, up to 2 rounds of edits • Content development based on approved messaging $785.00 Ad Design i • 1 concept, up to 2 rounds of edits i • Content development based on approved messaging Commercial Recycling Education Outreach Campaign $1210.00 Campaign Core Messaging $1635.00 Flyer Development for Communication Efforts • 1 concept, up to 2 rounds of edits • Content development based on approved messaging $1210.00 Commercial Recycling Awareness Poster • 1 concept, up to 2 rounds of edits • Content development based on approved messaging Social Media Campaign $3335.00 • Setup appropriate targeted social sites (if necessary) • Create communication calendar for messages Clear Me1,1,a1_1e Comm Lill[Cat ion Page 8 of 1 • Feed messages according to communication calendar • Monitor and interact as needed to foster participation $3760.00 Educational Webinar • Develop a 30-minute presentation to be delivered in the form of an informational webinar to businesses that are looking at a recycling program. • Create pieces to promote the scheduled webinars (web banners, email campaign, and call program) • Set up appropriate webinar delivery channel and manage administrative efforts of registration and follow-up. $785.00 Ad Design '1 • 1 concept, up to 2 rounds of edits Content development based on approved messaging $2060.00 Tradeshow Booth Creative • Development of a design for existing 1 0x1 0 pop-up structure • 1 concept, up to 2 rounds of edits • Content development based on approved messaging f $2860.00 j Promotional Item to Support Campaign • Item would be distributed at various events to reinforce campaign messaging. • Quantity: 1000 items Additional Services $785.00 Miscellaneous Writing Efforts for media releases, promotional (up to 5 hours) Included in Attend various face-to-face meetings with city staff and other Creative Bids vendors Included in Provide print-ready for all collaterals, liaison with printers and Creative Bids perform press checks as needed $46,415.00 TOTAL CONTRACT COST Clear Messat—'e Communicatiom Noe 9of' EXHIBIT B PAYMENT SCHEDULE The City shall pay Consultant an amount not to exceed $46,415.00 in accordance with the provisions of this Agreement and this Payment Schedule attached as Exhibit "B," which is incorporated for all purposes herein. Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. TOTAL Project: $46,415.00 Contractor shall submit invoices at two-week intervals, for the amount specified for each deliverable or completed task as described in the Scope of Work in Exhibit A. The City shall timely verify and process invoices in accordance with City of Fort Worth policies and procedures. For: City of Fort Worth - Code Compliance Department, Solid Waste Division By: Clear Message Communication, LLC aka Ignite It Group Residential Recycling, Commercial Recycling, Litter Awareness Campaigns IN WITNESS WHEREOF, the parties hereto have executed this Agreement: Assistant City Attorney CITY OF FORT WORTH: NO M&C REQUIRED By. K:2, Charles W. Daniels Assistant City Manager Date: 4.a�a�i�A °O°0°0°°000°k& ATTE T: A _ p�°a o"pA�d ° Oxd By. o d City Secretary d o p� °°T°°°°o° a,� a�ntxin�y��. APPROVED AS TO FORM AND LEGALITY: > OFFICIAL RECORD By C T CITY SECRETARY I Cleill- 0111111Lill 1Cill1011 T. WORTH.H. TX �. Pa_'e 10 of>1 1. Clear Message Communications, Inc. aka Ignite It Group (1IG): WITNESS: � .\ Print Name: Name: ell . Kulesza Title: Director Date: i 4 OFFICIAL R ORD CITY -ECRETARY Clear Metisa�-'e Communication R Pa'-'e I I of,