HomeMy WebLinkAboutContract 54088 CITY SECRETARY
RECENED CONTRACT NO. 5
JUN 3 0 2020
CTI'( SEGgNEwfApY PROFESSIONAL SERVICES AGREEMENT
Cooksey Conununicafions,Inc.
This PROFESSIONAL SERVICES AGREEMENT("Agreement") is made and entered into by
and between the CITY OF FORT WORTH ("City"),a Texas home rule municipal corporation,acting by
and through Valerie Washington, its duly authorized Assistant City Manager, and Cooksey
Communications, Inc. ("Vendor"), a Texas corporation, and acting by and through Jason Meyer, its duly
authorized Executive Vice President,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 Professional Services Agreement;
2. Exhibit A—Scope of Services and Price Schedule;
3. Exhibit B—DELETED BY AGREEMENT OF THE PARTIES
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 develop an integrated marketing communications campaign for the "Y'all Wear a
Mask"effort for the City. Exhibit"A,"- Scope of Services and Price Schedule more specifically describes
the services to be provided hereunder. hi the event of any conflict between Exhibit A—Scope of Services
and Price Schedule and the body of this Agreement,the body of this Agreement shall control.
2. TERM.
This Agreement shall begin on June 30, 2020 ("Effective Date") and shall expire on August 15,
2020 ("Expiration Date"), unless terminated earlier in accordance with this Agreement("initial Term").
3. COMPENSATION.
City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform
services under this Agreement in accordance with the provisions of this Agreement and Exhibit "A," —
Scope of Services and Price Schedule. Notwithstanding anything in Exhibit"A"—Scope of Services and
Price Schedule to the contrary,total payment made under this Agreement for the first year by City shall not
exceed Sixty Thousand and 00/100 Dollars ($60,000.00), inclusive of all Vendor fees, external fees,
and reimbursable expenses. 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.
Professional Services Agreement OFFICIAL RECORD Page 1 of 13
CITY SECRETARY
FT. WORTH, TX
4. TERMINATION.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any
reason by providing the other party with 30 clays' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriates(
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.
-1.3 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 Venclor shall continue to provide City with services requested by City and in accordance
with this Agreement up to the effective date 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,
Venclor hereby agrees immediately to make full disclosure to City in writing.
52 Confidential Information. Venclor,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. Venclor shall store and maintain City hlformation 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.
G. RIGHT TO AUDIT.
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. Venclor 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 ofthis section. City shall give Vendor reasonable advance notice
of intended audits.
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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, repl•esentative or
employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,
Venclor 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
subcontractors. Vendor acknowledges that the doctrine of respon(leat superior shall not apply as between
City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
contractors and subcontractor. Vendor further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between City and Vendor. It is fw•ther understood that City shall in no
way be considered a Co-employer or a Joint employer of Vencloi• or any officers, agents, servants,
employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subcontractor of Vendor shall be entitled to any employment benefits from City. Vendor shalt 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 ANYAND ALL PERSONS, OFANYIUND 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 HEREBYCOVENANTSANDAGREES
TO INDEMNIFY,HOLD HARMLESSAND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS
AND EMPLOYEES,FROMAND A GAINSTANYAND ALL CLAIMS OR LAWSUITS OFANYKIND
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 INJUR Y,INCL UDING 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
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,
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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 Ilse 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 a►nounts paid
to Vendor by City, subsequent to which termination City may seek any and all remedies available to
City ►outer law.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assignment. Vendor shall not assign 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 Sabcontract. Vendor may subcontract its duties or obligations hereunder, provided that
sub Vendor shall execute a written agreement with Vendor referencing this Agreement under which
subcontractor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such
duties and obligations may apply, and Vendor remains solely responsible to City for the fulfillment of its
cluties and obligations. Vendor shall provide City N-vith a fully executed cop), of any such subcontract upon
City's request.
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 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
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Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. `Any
vehicle" shall be any vehicle owned, hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability(Errors & Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name 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.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right
of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to 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, 200 Texas Street, Fort Worth,Texas 76102,with copies to the Fort
Worth City Attorney at the same address.
(d) 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- Vll 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.
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
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(1) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to 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
'PHIS 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.
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,or(2)received by the other party by United States Mail,registered,return receipt requested,
addressed as follows:
To CITY: To VENDOR:
City of Fort Worth Cooksey Communications, Inc.
Attn: Valerie Washington,Assistant City Manager Jason R. Meyer, Executive VP and Partner
200 Texas Street 5525 N. MacArthur Blvd., Suite 530
Fort Worth, TX 76102-6314 hying, Texas 75038
With copy to Fort Worth City Attorney's Office at
same address
14. SOLICITATION OF EMPLOYEES.
Neither City nor Vendor shall, 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
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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.
1s. 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 innnunities.
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, vemie 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.
11" 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.
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, tires, 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 Iimitthe 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.
Professional Services Agreement Page 7 of 13
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.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
proposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
2S. WARRANTY OF SERVICES.
Vendor warrants that its services will be of a professional duality and conform to generally
prevailing indUStry standards.City must give written notice of any breach of this warranty Within thirty(JO)
days from the date that the Services are completed. In SLICK 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 (I-9). Upon request by
City, Vendor shall provide City with copies of all 1-9 forms and supporting eligibility documentation for
each employee who performs wort: Linder 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 Wort: 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
Professional Services Agreement Page 8 of 13
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.
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 Venclor 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 tiled with the state
indicating such change, copy of the board of director's resolution approving the action, or all 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 ISRAEL
If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section
does not apply. 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 contains a written verification fl•om 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 Performer'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 Venclor 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this 30°i
day ofJmle,2020.
(signature lunge follows)
Professional Services Agreement Page 9 of 13
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
By: this contract, including ensuring all performance and
Name: Valerie Washington reporting requirements.
Title: Assistant City Manager
Date: lO
By:
at ie; A, Itapiei
ATTEST: Title: Communications Specialist
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Mary By: 12 tZ j
Title: City Secretary Name: Leann Guzman
Title: Sr.Assistant City Attorney
aF... 4R�` ,
'� • .~' CONTRACT AUTHORIZATION:
`•.� M&C: NONE; Ordinance No. 24089-03-2020
VENDOR
Cooksey Communications,Inc.
By;
ame: J son Meyer
r
tle: ecutiye Vice,President
Gate:
L" f , .
OTHM,L RECORD
C rV�ECf EMRY
FT. WC)UTH,TX
Professional Services Agreement Page 10 of 13
EXHIBIT A
SCOPE OF SERVICES AND PRICE SCHEDULE
(Attach Letter from Vendorl
Professional Services Agreement—Exhibit A Page I of 13
0ksey
ll`RAiEifC:i_(7MY1UiJICk'Tfr}hJ5
June 29, 2020
The Honorable Betsy Price
Mayor of Fort Worth,Texas
200 Texas Street
Fort Worth,Texas 76102
Dear Mayor Price,
As the current COVID-19 pandemic continues to impact the health and economic conditions of
the greater Fort Worth community, Cooksey Communications stands ready to support City efforts to
reinforce Tarrant County's required wearing of masks in public spaces. We appreciate your confidence in
our firm for such an important and life-saving endeavor, and we pledge our total commitment to
develop and deliver an effective and impactful campaign.
For the purposes of moving forward,this document will serve as our letter of agreement for
the effort.This letter of agreement is based on a general estimate of the expected time that it will take
to implement the effort over the next 45 days, but is limited in scope to the activities listed below. We
understand that this public health campaign is subject to ongoing changes that could be implemented at
both the County and State level, so our team will work collectively with City staff and local leaders to
assess the need for additional services on an as needed basis.
Proposed Phases, Fees and Timeline:
The following budget and schedule represents Cooksey's agency fees to develop an integrated
marketing cornmunications campaign for the "Y'all Wear A Mask"effort for the City of Fort Worth.The
fees outlined below cover agency time for professional counsel and the creative development of
materials for the campaign, but do not include external fees for printing, video or radio recording
production, photography, photo shoot talent,fee-far-image requests or any other expense not
specifically included below. In addition, these agency fees do not include reimbursable out-of-pocket
expenses, such as mileage, copies or unanticipated internal costs. For this effort,CookseV will bill the
City of Fort Worth a total of$54 000 plus any applicable sales taxes(if required) for development of
each facet of the campaign listed below.Any external cost or agency expense will be billed as incurred,
and Cooksey will notify the appropriate City staff member prior to incurring.
Billing for the project will follow the below schedule and payment is due upon receipt:
June 29, 2020-$35,000 plus any applicable sales tax or other initially incurred expenses
August 1,2020-$19,000 plus any applicable sales tax or expenses incurred after initial billing
Project completion--any final expenses incurred after August 1 billing date
Page 1 of 5
Specific deliverables for this campaign, as well as their revision requirements and individual costs, are
listed below:
Microsite and Integrated Social Media Platforms-to be developed to house all of the
reference materials/guidance and downloadable files for businesses,schools, city departments,
partner municipalities, area hospitals, restaurants, hotels, etc.to post in their facilities. -$9,000
- One microsite concept will be developed using the existing"Y'all Wear A Mask' and
"Keep Fort Worth Open-Masks Required" creative designs provided by Visit Fort
Worth. As part of the microsite effort,social media platforms for Facebook, Instagram
and Twitter will be created for the campaign, along with their integration into the
microsite and other appropriate City/community digital platforms. The City may make
up to three revisions to the presented design concept, as well as developed copy.This is
the most pressing deliverable, so time is of the essence for implementation.
® Repurpose campaign logo/theme in various formats as needed for City departments and
partners (full-length and shorter for smaller uses, horizontal and vertical, different color
varieties, line art variations, headline variations building on theme, etc.)-$6,500
- The City may make up to two revisions to the overall theme and creative look and feel,
as appropriate for the intended department or partner.
- Includes separate variations of the campaign, using different themes,taglines or
imagery to keep the campaign fresh throughout its duration and to resonate with
specific audiences.
• Various downloadable posters and signs for all appropriate uses (wall posters,tabletop
signage, retail/dining/public entry door and window signs,trailway entry signage, etc.)-$4,500
- The City may make up to two revisions to selected concepts for the overall campaign.
Additional creative revisions should not be needed for campaign implementation, as
most deliverables will be intended for specific audiences and spelled-out accordingly.
® Digital assets that businesses can download for their own websites, sample text of
customer/client emails, etc. -$3,500
- The City may make up to two revisions to selected concepts for the overall campaign.
Additional creative revisions should not be needed for campaign implementation, as
most deliverables will be intended for specific audiences and spelled-out accordingly.
® Social media assets (infographics,taglines, etc.) -$3,500
- Cooksey will work with City and Tarrant County Health Department staff to determine
appropriate statistics, medically supported facts, etc.,for which a set of infographics and
memorable messages will be developed.The City may make up to two revisions for each
set of presented concepts and messages.
Page 2 of 5
® Social media campaign-content for unpaid and paid media over 45 days (does not include cost
for paid media) -$4,000
- Leveraging the social media assets created,Cooksey will develop ongoing strategic
content for social media platforms, including day-to-day posts, milestone messaging,
pandemic status updates, as well as shared content from other community partners.
Content will be developed in collaboration with City staff and revisions should not be
necessary.
® Scripts for digital signs owned by City, businesses,community partners, etc. -$2,500
- The City may make up to two revisions to selected concepts for the overall campaign.
Additional creative revisions should not be needed for campaign implementation,as
most deliverables will be intended for specific audiences and spelled-out accordingly.
® Broadcast Media, Print Media,Social Media and Billboard PSA Negotiation (does not include
any additional paid media costs or the production or recording of advertisements)-$3,500
- Cooksey will leverage relationships with area media outlets to secure available PSA
inventory for TV, radio,social media, digital and billboard advertising. This is a flat fee
for expected agency time to negotiate and develop an overall schedule for the
campaign.
- Production for TV and Radio Advertisements will be included in a separate letter of
agreement to be determined later. Production for billboard, print and social media ads
are included within this letter of agreement.
® Billboards (produced layouts and art files for secured placements)-$3,500
- The City may make up to two revisions to selected concepts for the overall campaign.
Additional creative revisions should not be needed for campaign implementation, as
most deliverables will be intended for specific audiences and spelled-out accordingly.
® Print advertisement production (with campaign theme for appropriate markets)-$3,500
- The City may make up to two revisions to selected concepts for the overall campaign.
Additional creative revisions should not be needed for campaign implementation, once
each audience has been identified.
® Art files for cities/public facilities to produce banners, street signage-$3,500
- The City may make up to two revisions to selected concepts for the overall campaign.
Additional creative revisions should not be needed for campaign implementation, as
most deliverables will be intended for specific audiences and spelled-out accordingly.
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® Media Relations and Community Relations Campaign for the launch and first month the
campaign-$6,500(up to 40 hours of agency time, with the option for additional hours to be
billed at$170 per hour)
- Effort includes managing a campaign launch press conference, development of all
needed media materials, including press releases, media advisories, media kit and day-
to-day media relations support.
The following terms also apply to this agreement:
1. Cooksey and any persons employed by Cooksey, shall each be deemed to be and shall be
an independent professional services contractor and as such, shall not be entitled to any
benefits applicable to the employees of the City of Fort Worth or its campaign partners.
2. Cooksey, and any persons employed by Cooksey, shall comply with all applicable federal,
state, and local laws and regulations, including any governmental reporting and
registrations requirements.
3. Cooksey shall have sole responsibility for the payment of all federal, state, local and
other income taxes and for all employment and other taxes applicable to the
consideration paid to Cooksey.
4. Cooksey does not have authority or power to contract on behalf of the City of Fort
Worth or its partners or to bind the City of Fort Worth or its partners in any manner.
5. Cooksey shall not assign this Agreement or any part thereof without the prior written
consent of City of Fort Worth or its partners, and any assignment without such consent
shall be null and void.
6. The entire agreement of the parties is contained herein. No representations were made
or relied upon by either party, other than what is expressed in this writing. This
agreement shall be constructed under the laws of the State of Texas.
7. Cooksey shall make no public statement concerning any business, policies or position of
the City of Fort Worth or its partners without prior consultation with the City or its
partners regarding the subject matter thereof.
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Mayor Price, Cooksey Communications is honored to be partnering with you and the City of Fort
Worth to develop and implement this tremendously important public health campaign. It's a rare
occurrence that a marketing and communications effort would have so much at stake,with the sole
intention of saving lives. We enter into this agreement with an unwavering commitment to support the
City, and each of its public and private partners, in slowing the spread of COVID-19 and bringing an end
to this global pandemic.
If the terms of this agreement meet with your approval, please sign below and return a copy to me.
Sincerely,
Jason Meyer
Executive Vice President and Partner, Cooksey Communications, Inc.
Accepted by:
Mayor Betsy Price
City of Fort Worth
Date:
Page 5 of 5
EXHIBIT B
DELETED BY AGREEMENT OF THE PARTIES
Professional Services Agreement—Exhibit B Page 12 of 13
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Cooksey Communications, Inc.
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: Gail Cooksey
Position: CEO
Signature
2. Name: Colby Walton
Position: President
Signature ((��
3. Name:Jason Meyer
Position: Executive Vice President.✓
Signature
Name:Colby Walton n�
Signature of President/CEO
Other Title:
Date: June 30,2020
Professional Services Agreement—Exhibit C Page 13 of 13