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CiTY SECRETARY
03�ti CONTRACT NO._5 5
VENDOR SERVICES AGREEMENT
BETWEEN THE CITY OF FORT WORTH AND RABBLE LLC FOR ONLINE MUSIC
SHARING SOFTWARE
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipality, acting by and through
Jesus Chapa, its duly authorized Assistant City Manager, and Rabble LLC ("Vendor"), a limited liability
company located in Madison, Wisconsin, acting by and through Preston Austin, its duly authorized
_Principal,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.
Vendor shall provide the City with an online music sharing website and software that the City can
use to provide patrons of the Fort Worth Public Library ("Library Patrons") access to music licensed and
uploaded by the City. Exhibit "A," - Scope of Services more specifically describes the services to be
provided hereunder.
2. TERM.
This Agreement shall begin on January 1, 2020 ("Effective Date") and shall expire on December
31,2020("Expiration Date"),unless terminated earlier in accordance with this Agreement("Initial Term").
City shall have the option, in its sole discretion, to renew this Agreement under the same terms and
conditions,for up to five(5) one-year renewal options,at City's sole discretion, each a"Renewal Term."
3. COMPENSATION.
City shall pay Vendor in accordance with the fee schedule in accordance with the provisions of this
Agreement and Exhibit `B,"—Price Schedule. Total payment made under this Agreement for the Initial
Term by City shall be in the amount not to exceed twenty-nine thousand four hundred dollars
($29,400.00). Total payment for any Renewal Term, if any, shall be in an amount not to exceed fifteen
thousand four hundred dollars ($15,400). Vendor shall not perform any additional services or bill for
expenses incurred for City not specified by this Agreement unless 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.
4. TERMINATION.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
Vendor Services Agreement
4.1. Written Notice. City may terminate this Agreement at any time and for any reason by
providing Vendor with 30 days' written notice of termination.After the Initial Term,Vendor may terminate
this Agreement at any time and for any reason by providing City 60 days' written notice of termination.
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. If this Agreement is terminated in the Initial
Term by either Party and the MUSICat website was not live for Fort Worth library patrons to use,
Vendor shall refund City fourteen thousand dollars ($14,000.00) within thirty (30) days of the date of
termination. If the agreement is terminated by either Party in any Renewal Term, Vendor shall refund a
prorated amount of the annual subscription cost to City. Vendor shall prorate the annual subscription into
monthly amounts and refund the City the amount due for the number of months left in the then-terminated
Renewal Term. By way of example, if the Agreement is terminated at the end fifth month of the first
Renewal Term, Vendor would refund the City $8,400.00 (calculated as follows: annual subscription fee
($14,400) divided by twelve month renewal term= monthly prorated amount ($1,200); monthly prorated
amount is multiplied by the remaining months of the Renewal Term(7)=prorated refund to the City).Any
refund payable to City shall be processed and paid to City within thirty (30) days 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 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. RIGHT TO AUDIT.
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Vendor agrees that City shall,until the expiration of three(3)years after final payment under this
contract,or the final conclusion of any audit commenced during the said three 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.
This section shall survive the expiration or termination of this Agreement.
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, consultants and
subcontractor. 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. LIABILITY AND INDEMNIFICATION.
8.1 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.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTSANDAGREES
TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,SER VANTS
AND EMPLOYEES,FROM AND AGAINST ANYAND ALL CLAIMS OR LA WSUITS OF ANY KIND
OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR
LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY
RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANYAND
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.
8.3 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
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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.
Section 8 shall survive the expiration or termination of this Agreement.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 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.
9.2 Subcontract. If City grants consent to a subcontract, subcontractor shall execute a written
agreement with Vendor referencing this Agreement under which sub Vendor 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.
10. 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:
10.1 Commercial General Liability:
10.1.1. Combined limit of not less than$1,000,000 per occurrence; $2,000,000 aggregate; or
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1.1.2. Defense costs shall be outside the limits of liability.
10.2 Technology Liability(Errors&Omissions)
10.2.1. Combined limit of not less than$1,000,000 per occurrence; $2million aggregate or
10.2.2. Coverage shall include,but not be limited to,the following:
10.2.2.1. Failure to prevent unauthorized access;
10.2.2.2. Unauthorized disclosure of information;
10.2.2.3. Implantation of malicious code or computer virus;
10.2.2.4. Fraud,Dishonest or Intentional Acts with final adjudication language;
10.2.2.5. Intellectual Property Infringement coverage, specifically including
coverage for intellectual property infringement claims and for indemnification and legal
defense of any claims of intellectual property infringement, including infringement of
patent, copyright, trade mark or trade secret, brought against the City for use of
Deliverables, Software or Services provided by Vendor under this Agreement;
10.2.2.6. Technology coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, a separate policy specific to Technology
E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted.
Either is acceptable if coverage meets all other requirements. Technology coverage shall
be written to indicate that legal costs and fees are considered outside of the policy limits
and shall not erode limits of liability. Any deductible will be the sole responsibility of the
Vendor and may not exceed $50,000 without the written approval of the City. Coverage
shall be claims-made,with a retroactive or prior acts date that is on or before the effective
date of this Agreement. Coverage shall be maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An annual
certificate of insurance, or a full copy of the policy if requested, shall be submitted to the
City to evidence coverage; and
10.2.2.7. Any other insurance as reasonably requested by City.
10.3 General Insurance Requirements:
10.3.1. All applicable policies shall name the 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.
10.3.2. The workers' compensation policy shall include a Waiver of Subrogation (Right of
Recovery) in favor of the City of Fort Worth.
10.3.3. 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. 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.
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10.3.4. 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.
10.3.5. Any failure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
10.3.6. Certificates of Insurance evidencing that the Vendor has obtained all required insurance
shall be delivered to and approved by the City's Risk Management Division prior to execution of
this Agreement.
11. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS.
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.
12. NON-DISCRIMINATION COVENANT.
Vendor, for itself, its personal representatives, assigns, subcontractors 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, SUBCONTRACTORS OR SUCCESSORS IN INTEREST,
VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY
AND HOLD CITY HARMLESS FROM SUCH CLAIM.
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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
representatives, (2) delivered by email , 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 Rabble LLC
Attn: Jay Chapa,Assistant City Manager Attn: Preston Austin,Principal
200 Texas Street 7 N.Pinckney St.
Fort Worth,TX 76102-6314 Ste. 300
Facsimile: (817)392-8654 Madison,WI 53703
With copy to Fort Worth City Attorney's Office at
same address
14. SOLICITATION OF EMPLOYEES.
Vendor shall not,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.
15. 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.
16. 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.
17. GOVERNING 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.
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 shall not in any way be affected or impaired.
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19. FORCE MAJEURE.
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.
20. 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.
21. 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.
22. 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.
23. 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.
24. COUNTERPARTS AND ELECTRONIC SIGNATURE.
This Agreement may be executed in multiple counterparts, each of which shall be an original and
all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a
PDF or tiff image,or a signature,shall be treated as and shall have the same effect as an original.
25. 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.
26. 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 (1-9). Upon
request by City, Vendor shall provide City with copies of all 1-9 forms and supporting eligibility
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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.
27. 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 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. It is agreed by the Parties that nothing in this
paragraph shall entitle the City to any rights or claims in Vendor's MUSICat product or any successor
to or extension of that program or any documents associated with its use.
28. 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.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.
29. 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.
30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT 1SRAEL
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
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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.
31. CONFIDENTIAL INFORMATION
Vendor acknowledges that CITY is a governmental entity and is subject to the Texas Public
Information Act("Act"). By executing this agreement, Vendor acknowledges that this agreement will be
publicly available on the CITY's website, and Vendor is therefore waiving any claim of confidentiality,
whether based in statute or the common law, to any and all materials contained as part of this agreement
including all documents and information referenced herein or attached hereto.
(signature page follows)
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S�;JN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this
day of December 2019.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
.� responsible for the monitoring and administration of
�ii—"� (� this contract,including ensuring all performance and
By. Name: Jay Chapa reporting requirements.
Title: Assistant City
cManager (1
Date: 1p� ,�l�l / By:
V
Y
Name: Tim thy Shidal
APPROVAL RECOMMENDED: Title: Administrative Services Manager
_C APPROVED AS TO FORM AND LEGALITY:
By:
Nam : Maril iarvin
Title: Assi t Library Director By,
Name: Jo Pate
ATTEST: Title: Ass stant City Attorney
CONTRACT AUTHORIZATION:
&C: N/A
BY: R
. : N/A
-,..
ame: XY �.�
Title: Secretary ;
U: �l
VENDOR:
Rabble LLC ATTEST:
By: By:
Name: Preston Name: _Kelly Hiser
Austin Title: _Principal
Title: Principal
Date: 19 December 2019
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,
Vendor Services Agreement Pagetl of 14
EXHIBIT A
SCOPE OF SERVICES
Vendor with setup &configure the MUSICat Collection with input from the City.
Initial Steps
1. Planning,configuration,&branding. Working with the Library,Vendor will get the MUSICat site
ready to send invitations directly to local artists. Steps include:
• Setup the MUSICat site including the server hosted by Rabble
• Configure the vanity website domain name(https:Hamplify8l7.org)
• Brand the MUSICat site with a name,logo,brand,and color schemes
• Configure all MUSICat site elements including default music genres
• Create MUSICat FAQ,About,and Curator website pages
• Configure and test Fort Worth Public Library card authentications
• Import and test artist license template
• Create and test email templates
• Setup and test artist content submissions prior to invitations
2.Assist City with artist invitations
• Assist with inviting artists to submit content for review
• Setup routing of artist license link including notifications to library-
contracts@fortworthtexas.gov
• Track status of artist submissions
3. Prepare MUSICat site and collection for initial launch
• Setup carousel banners on the site after albums are published
• Review all content prior to publishing site to the public
• Finalize Fort Worth Library Card authentication
• Open the MUSICat site to the public
The City and Vendor anticipate the above steps should be completed on the following schedule:
Step 1 (configure all content on the site): now-Friday Jan. 17
Step 2 (artist invitations and licensing): Monday Jan. 20-Friday Feb. 7
Step 3 (review&publish): Monday Feb. 10 -Friday Feb. 14
The official launch date to the public is February 14,2020.
Ongoing Steps
1. Vendor will provide on-going technical and configuration support for the MUSICat site on an as-
needed basis as requested by City.
2. Vendor will provide on-going support with processing artist submissions.
Vendor Services Agreement—Exhibit A Page(2 of 14
EXHIBIT B
PRICE SCHEDULE
Vendor will provide all services necessary to configure and host The Fort Worth Public Library's local
MUSICat Collection for a total fee of$28,400 for Year 1, due at the commencement of work on the
project,and a subsequent annual fee of$14,400 that will be payable at the start of each renewal period.
Year 1 Fee Breakdown:
Startup inclusive of domain, $14,000
Population based annual subscription,$14,400
Total(base): $28,400
Year 2 Fee:
Population based annual subscription: $14,400
Optional MUSICat Artist Payment Service Fees:
Optional annual honorarium charges(not to exceed, for managing up to $10,000 in honorariums): $1,000
The MUSICat Artist Payment Service can pay honorariums anywhere from$100 to$300. Vendor charges
10%of the Artist Honorarium Payment amount for each Artist paid. There are no other fees billed to the
City or artist for MUSICat Artist Payments Service by Vendor or its payment processors.These fees shall
be paid on a monthly basis as incurred.
Vendor Services Agreement—Exhibit B Page(3 of 14
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
RABBLE LLC
7 N.PINCKNEY ST.
STE.300
MADISON,WI 53703
Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair
presentation of the financial statements of individual funds.
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation
set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an
updated Form within ten (10) business days if there are any changes to the signatory authority. City is
entitled to rely on any current executed Form until it receives a revised Form that has been properly executed
by Vendor.
1. Name: Preston Austin
Position: Managing Principal
AF- ,
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name: Kelly Hiser
Signat re of President/CEO
Other Title:
Date: December 19, 2019
Vendor Services Agreement—Exhibit C Page14 of 14