HomeMy WebLinkAboutContract 54459-A1 CSC No. 54459-A1
FIRST AMENDMENT TO
PROFESSIONAL SERVICES AGREEMENT
Cooksey Communications,Inc.
This FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
("Amendment") is made and entered into by and between the CITY OF FORT WORT
("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."
WHEREAS, City and Vendor entered into a Professional Services Agreement dated June
30, 2020 (CSC No. 54459) (the "Agreement"), for an integrated marketing communications
campaign for "Y'all Wear a Mask" effort for the City, all as more particularly described in the
Agreement; and
WHEREAS, City and Vendor desire to amend the Agreement to extend the term and to
add additional services related to the"Y'all Wear a Mask" communications campaign.
NOWTHEREFORE, in consideration of the agreements contained herein and in the
Agreement and other good and valuable consideration, the receipt and legal sufficiency of which
are hereby acknowledged, the City and Vendor agree as follows:
I. AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. The Professional Services Agreement;
2. Exhibit A—Scope of Services and Price Schedule;
3. Exhibit B—Additional Scope of Services and Price Schedule (NEW)
4. Exhibit C -Verification of Signature Authority Form; and
5. This Amendment.
Exhibits A and C were attached to and incorporated in the Agreement. Exhibit B, attached hereto
and incorporated herein,is now 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 the Agreement,the terms and conditions of the Agreement shall control.
II. TERM. The Expiration Date of the Agreement is hereby amended from October
15, 2020 to January 15, 2021.
III. MISCELLANEOUS. Each of the parties hereto represents and warrants to the
other that the person executing this Agreement on behalf of such party has the full right, power
and authority to enter into and execute this Agreement on such party's behalf and that no consent
from any other person or entity is necessary as a condition precedent to the legal effect of this
Agreement.
OFFICIAL RECORD
Professional Services Agreement CITY SECRETARY page 1 of 7
FT.WORTH, TX
Except as modified by this Amendment, all of the terms and conditions of the Agreement
are ratified and remain in full force and effect. To the extent the provisions of this Amendment are
inconsistent with the Agreement, the terms of this Amendment shall control. All terms used but
not defined herein shall have the meanings ascribed to such terms in the Agreement. This
Agreement may not be changed or modified nor may any of its provisions be waived orally or in
any manner other than by a writing signed by the parry against whom enforcement of the change,
modification or waiver is sought.
This Amendment shall become binding and effective only upon the execution and delivery
of this Amendment by both City and Vendor. From and after the effective date hereof, the terms,
covenants and conditions contained herein are binding upon and inure to the benefit of the parties
hereto and their heirs, executors, administrators, successors and assigns.
IN WITNESS WHEREOF,OF,the parties hereto have executed this Amendment in multiples
to be effective as of October 15, 2020.
(signature page follows)
Professional Services Agreement Page 2 of 7
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that 1 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 i
Date: -
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oag4FORp��a Name: Laken A. Rapier
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��.o0 o�Odad I itle: Communications Specialist
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o n o o w APPROVED AS TO FORM AND LEGALITY:
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By:
Name: Mary Kayser By: /
Title: City Secretary ame: Leann Guzm
Title- Sr_ Assistant City-Attorney
CONTRACT AUTHORIZATION:
M&C: NONE;Ordinance No.24089-03-2020
VENDOR:
Cooksey C m cation Inc.
By: L�
ame: Jason Meyer ,
itle; Executive iCce Pt silent
Date: J
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
Professional Services Agreement Page 3 of 7
EXHIBIT B
ADDITIONAL SCOPE OF SERVICES AND PRICE SCHEDULE
[Attach Letter from Vendor]
i
October 15,2020
The Honorable Betsy Price
Mayor of Fort Worth,Texas
200 Texas Street
Fort Worth,Texas 76102
Dear Mayor Price,
Cooksey Communications has been proud to support City efforts to reinforce Tarrant County's
required wearing of masks in public spaces during the COVID-19 global pandemic during the past year,
and we are committed to continuing our successful campaign through the end of the year.We
appreciate your confidence in our firm for such an important and life-saving endeavor.
For the purposes of continuing the"Y'all Wear A Mask"campaign into the fall,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 three months.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 Fees and Timeline:
The following budget represents Cooksey's agency fees to continue managing an integrated
marketing communications 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-for-image requests or any other expense not'
specifically included below.In addition,these agency fees do not include reimbursable out-of-pocket
expenses not included in the CSTIM fee outlined below.
For this effort.Cooksey will bill the City of Fort Worth$33 000 plus CSTIM fee(outlined
below),providing the City of Fort Worth with 206 hours of agency time(at our$170/hour blended
billing rate)to manage the activities listed below through January 15 2020 In addition Cooksev will
execute a paid social media buy of$15 000 on behalf of the City,during the same period Billing for
the Paid social media plan will be invoiced in advance of the campaign and Paid by the City before
being executed.Any applicable sales taxes(if required)for development of each facet of the campaign
listed below,will be billed according to the billing schedule outlined within this letter of agreement
Page 1 of 4
Professional Services Agreement—Exhibit B Page 4 of 7
External costs or agency expenses 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:
October 15,2020—$15,000 to extend paid social media campaign according to the original
social media plan presented to the City of Fort Worth in August 2020
October 15,2020—$13,000(plus$650 CSTIM fee)and any applicable sales tax or other
incurred expenses
November 15,2020—$10,000(plus$500 CSTIM fee)and any applicable sales tax or other
incurred expenses
December 15,2020—$10,000(plus$500 CSTIM fee)and any applicable sales tax or other
incurred expenses
Project completion—any final expenses incurred after the December 15,2021 billing date,
including any additional fees related to the executed paid social media buy.
CSTIM Fee:Each invoice will include Cooksey's standard CSTIM fee,calculated at five percent
(5%)of the project fee,which covers routine internal expenses regularly incurred on all of its
clients'behalf.These expenses include,but are not limited to,mileage incurred for local(within
100 miles)travel to/from meetings and events;photocopies and in-house printing;courier or
delivery charges;subscriptions for online resources and third-party services such as Cision
(global media database and intelligence service)and ProfNet(media sourcing that provides
inbound queries from global media);maintenance of communications infrastructure for 24/7
client service;and subscriptions to e-mail marketing services such as MailChimp and Constant
Contact.
Specific agency deliverables for this campaign will be billed against the monthly hour bank retainer
according to the billing schedule above We anticipate the following activities to be performed during
this phase of the campaign:
Creative Services for PSA Campaign-Cooksey will develop two TV and two radio PSA concepts and
scripts for the Holiday Season,as well as an additional TV and PSA script appropriate to current public
health concerns.Cooksey will also update print and billboard creative to coordinate with the broadcast
campaign concept.Production of the TV and radio spots will be provided by the City of Fort Worth's in-
house studio and any professional voice talent,models or other outside costs not provided by Cooksey
will require a separate letter of agreement with a third-party vendor.
Page 2 of 4
Professional Services Agreement Page 5 of 7
Microsite updates—Cooksey will manage website updates on a day-today basis,which will likely
include posting new PSAs,creative concepts and messaging to the homepage.Work in this effort will
also include ongoing social media integration,as well as adding additional appropriate content as
needed.
Social media campaign—Leveraging the social media assets created,Cooksey will create 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 will be coordinated with the paid social media budget outlined above
($15,000).
Broadcast media,print media,social media and billboard PSA management(does not include any
additional paid media costs or the paid production or paid recording of advertisements)—Cooksey will
provide ongoing management and reporting of PSA campaign currently underway and will work with
area media outlets to continue the campaign,as approved and supported by each individual outlet as
donated to the PSA campaign.Cooksey will not incur any outside paid media or production expenses,
unless notifying the City in advance and agreeing to any terms.
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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Professional Services Agreement Page 6 of 7
Mayor Price,Cooksey Communications is honored to be partnering with you and the City of Fort
Worth to 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 4 of 4
Professional Services Agreement Page 7 of 7