HomeMy WebLinkAboutContract 54867 CSC No. 54867
PROFESSIONAL SERVICES AGREEMENT
Cooksey Communications,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, acting by and through Jason Meyer, its duly
authorized Executive Vice President and Partner,each individually referred to as a"party"and collectively
referred to as the"parties."
WHEREAS, the Professional Rodeo Cowboys Association (the "PRCA") owns, produces, and
controls the largest national annual rodeo event in the country known as the Wrangler National Finals
Rodeo("NFR");
WHEREAS, various destinations within the City will be used for the purposes of organizing,
financing,promoting,accommodating, staging,and conducting activities related to NFR;
WHEREAS,City desires to promote and protect good order and to protect the health, safety, and
convenience of the public during the NFR and its related NFR activities in and around the City; and
WHEREAS, the parties desire to augment the ongoing "Y'all Wear a Mask" campaign with a
special effort to reach visitors and attendees of the NFR.
NOW THEREFORE,City and Vendor agree as follows:
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Professional Services Agreement;
2. Exhibit A—Scope of Services and Price Schedule;
Exhibit A, which is attached hereto and incorporated herein, is made a part of this Agreement for all
purposes. In the event of any conflict between the terms and conditions of Exhibit A 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. The campaign services provided by Vendor shall include,but not be limited to,
message development, mediation negotiation for broadcast radio, social media campaigning, poster and
sign development, an d radio and video PSA scripts. Exhibit"A,"- Scope of Services and Price Schedule
more specifically describes the services to be provided hereunder.
2. TERM.
This Agreement shall begin upon execution by the Parties ("Effective Date") and shall expire on
December 30, 2020 ("Expiration Date"), unless terminated earlier in accordance with this Agreement
("Initial Term").
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Professional Services Agreement Page 1 of 15
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 by City shall not exceed Seventy-
Four Thousand And 00/100 Dollars ($74,000.00), 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. City shall pay all compensation due under this
Agreement directly to Vendor and in no event shall be made liable for payment to any entity or person not
a party to this Agreement.
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 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. 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 Public Information Act. City is a government entity under the laws of the State of Texas
and all documents held or maintained by City are subject to disclosure under the Texas Public Information
Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly
notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A
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determination on whether such reasons are sufficient will not be decided by City,but by the Office of the
Attorney General of the State of Texas or by a court of competent jurisdiction.
5.4 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.
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.
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
subcontractors. 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,
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 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 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 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-VEND ORHEREBYCOVENANTS AND AGREES
TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS
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AND EMPLOYEES,FROMAND AGAINST ANYAND 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 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
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.
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 Subcontract. 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
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duties and obligations.Vendor shall provide City with a fully executed copy 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
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
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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-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.
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(f) 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
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.
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
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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 Irving, 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
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 will exercise their best efforts to meet their respective duties and obligations as
set forth in this Agreement,but will 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; epidemics or pandemics; government action or inaction; orders of
government; material or labor restrictions by any governmental authority; transportation problems;
restraints or prohibitions by any court,board, department, commission, or agency of the United States or
of any States; civil disturbances; other national or regional emergencies; or any other similar cause not
enumerated herein but which is beyond the reasonable control of the Party whose performance is affected
(collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the
period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides
notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's
performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the
reasonableness of such notice to be determined by the City in its sole discretion.The notice required by this
section must be addressed and delivered in accordance with Section 13 of this Agreement.
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.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
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25. WARRANTY OF SERVICES.
Vendor warrants that its services will be of a professional 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 (I-9). Upon request by
City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility 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.
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
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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 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 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 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. ELECTRONIC SIGNATURES
This Agreement may be executed by electronic signature, which will be considered as an original
signature for all purposes and have the same force and effect as an original signature. For these purposes,
"electronic signature"means electronically scanned and transmitted versions(e.g.via pdf file or facsimile
transmission)of an original signature,or signatures electronically inserted via software such as Adobe Sign.
(signature page follows)
Professional Services Agreement Page 10 of 15
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
✓p�(/✓ responsible for the monitoring and administration of
By.
Valerie Washington(Nov 17,202020:02 CST) this contract,including ensuring all performance and Name: Valerie Washington reporting requirements.
Title: Assistant City Manager je\
Date: Nov 17, 2020 Lak onne Rapie Nov 17,202019:42 CST)
By:
pp,04EoR�4�a Name: Laken A.Rapier
��F°`°°°°°°o°woad Title: Communications Specialist
ATTEST: pro
°ov o =d APPROVED AS TO FORM AND LEGALITY:
Pd*o o*"d
�y U T/ 0 a °°°°°°°°°°° a
By. attTnEXASoOp /
Name: Mary Kayser By:
Title: City Secretary Name: Taylor C.Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: NONE; Ordinance No.24089-03-2020
VENDOR:
Cooksey Communications,Inc.
Caz"�Ii
By: n R.Meyer(Nov 18,2020 09:37 )
ame: Jason Meyer
Title: Executive Vice President
Date: Nov 18, 2020
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Professional Services Agreement Page 11 of 15
EXHIBIT A
SCOPE OF SERVICES AND PRICE SCHEDULE
[Attach Letter from Vendor]
Exhibit A-Scope of Services and
Pnee Schedule
Ooksey
November 13,2020
The Honorable Betsy Price
Mayor of Fart Worth,Texas
200 Texas Street
Fort Worth,Texas 76102
Dear Mayor Price,
With the National Finals Rodeo(NFR)arriving in Tarrant County this fall,Cooksey
Communications is pleased to be augmenting our ongoing"Y'all Wear a Mask-campaign with a special
effort to reach visitors and attendees of the event to Fort Worth area hospitality and entertainment
venues.
For the purposes of moving forward,this document will serve a$ourtetter of agreerngnt for
the NFR 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 4S days,but is limited in scope to the activities listed below.
We understand that this 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 Cookseys agency fees to develop a marketing
communications campaign for the NFR effort for the City of Fort Worth.The fee soutlined below cover
all paid media fees,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.For this effort.Cooksey will bill the City of Fort Worth 518,500 plus 5%CSTIM fee{outlined
below]and an app-kahle sales taxes(it reWiredl for up to 108 hours of agency time to provide the
services listed below. For the paid media portion of this contract.Cooksey will bill the City of Fort
Worth 53D.ODD JS 1S.ODDfor paid social media and S15.000 for paid broadcast radio].Any external
production cost or agency expense not covered by the CSTIM fee below will be billed as incurred,and
Cooksey will notify the appropriate City staff member prior to incurring.
Billing for the project will be due upon signed acceptance of this agreement:
Now.15,2D20-Agency Services:$18,SOC plus S%CSTIM fee($500)and any applicable sales tax
or other initially incurred expenses
Now.15,202D-Paid Media:$3D,OOD(to be paid directly to social media and broadcast radio
companies)
Page 1 of n
Professional Services Agreement—Exhibit A Page 12 of 15
Specific deliverables for this campaign are listed below:
■ Message development for the campaign,to include city staff and elected officials,as it relates
to the National Finals Rodeo event.
• Paid Meda negotiation for broadcast radio,with specific focus on regional outlets.
- Stations will include The Ranch,The Wolf and other demographically appropriate
outlets,as approved by City staff and Visit Fort Worth
• Develop campaign logoltheme in various formats as needed for different uses,including
posters,collateral(bandanas,etc.),billboards(full-length and shorter for smaller uses,
horizontal and vertical,different color varieties,line art variations,headline variations building
on theme,etc.).
- 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.
■ Various downloadable posters and signs farm appropriate uses(wall posters,tabletop
signage,retaiVdining/publicentrydoor and window signs,etc.)
- The City maymake upto two revisions to selected concepts for the overall campaign.
• Digital assets that businesses can download for their own websites,etc.
- The City may makeup 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,illustrated messages,etc.)
- Cooksey will work with City staff to create a set of infographics and memorable
messages for the campaign.The City may make up to two revisions for each set of
presented concepts and messages.
■ Social media campaign—content for unpaid and paid media over 45 days(does not include cost
for paid media)
- 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.
• Radio and Video PSA Scripts—convert campaign theme into scripts that can be used for PSAs or
other public use
- Develop two separate campaign scripts and identify potential PSAspokespeople for
radio and video use.Does not irxlude video or studio production.
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Professional Services Agreement Page 13 of 15
• Strategic Convnunications Counsel—work with City staff to develop other opportunities to
reach attendees and visitors to promote the wearing of masks in Fort Worth,as well as for any
issue that arises during the event.
- Activities to be determined based on planning meetings and coordination with the City
of Fort Worth and Visit Fort Worth.
CSTIM Fee:Each invoice will include Cooksey's standard CSfIM 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
1D6miles)travel tolfrom 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 24J7
client service,and subscriptions to e-mail marketing services such as MailChimpand Constant
Contact.
The following terms also apply to thisagreement:
1. Cooksey and any persons employed byCooksey,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 Cityof Fort Worth or itscampaign 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
re gi strati on s requ irem ents.
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 hind the City of Fart Worth or its partners in any manner.
S. 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 14 of 15
Mayor Price,Cooksey Communications welcomes this additional opportunity to work with the
City of Fort Worth to prevent the spread of COVIO-19.We enter into this agreement with an unwavering
commitment to support your efforts in this endeavor.
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.
Acc epte d by:
Mayor Betsy Price
City of Fort Worth
Date:
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