HomeMy WebLinkAboutContract 55031 CSC No.55031
FORT WORTH,
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEI WNT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation and
Advertising Vehicles, Inc., d/b/a Adsposure ("Vendor"), an S Corporation-transit advertising company,
each individually referred to as a"party" and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
I. This Vendor Services Agreement;
2. Exhibit A—Scope of Services - Proposal
3. Exhibit B—Price Schedule
4. Exhibit C—Verification of Signature Authority Form.
5. Exhibit D—Exemption Form
Exhibits A, B, C, and D 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 the attached
Exhibits 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 sballplan,design,produce and install advertising on buses and
bus benches. Exhibit "A," - Scope of Services more specifically describes the services to be provided
hereunder.
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below
("Effective Date") and shall expire on January 31, 2022 (`'Expiration Date"), unless terminated earlier in
accordance with this Agreement("Initial Term"). City shall have the option, in its sole discretion,to renew
this Agreement under the same terms and conditions, for up to four(4) one-year renewal options, with the
first renewal term beginning on February 1, 2022.
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" —Proposal Price Schedule. Total payment made under this Agreement by City shall be
in an amount not to exceed Fifty Thousand Dollars($50,000.00).No guarantee is made that a specific
amount of these services will be purchased. 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.
OFFICIAL RECORD
4. Termination.
CITY SECRETARY
FT.WORTH, TX
Vendor Services Agreement Adsposure Page 1 of12
4.1. Written Notice. City or Vendor may terminate this Agreement at anytime 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 shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure.A 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 Informationin 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,
Vendor Services Agreement Adsposure Page 2 of 12
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,Vendors and subVendors.Vendor acknowledges that the doctrine of respondeat superior shall
not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, Vendors and subVendors. 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 subVendor of Vendor. Neither Vendor,nor any officers, agents,
servants, employees or subVendor 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 subVendor.
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,
INCL UDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS,SERVANTS AND EMPLOYEES,FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITSOFANYKIND OR CHARACTER, WHETHERREAL ORASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS(INCL UDING ALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCL UDING DEATH, TO ANY AND ALL PERSONS,ARISING O UT 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;
Vendor Services Agreement Adsposure Page 3 of 12
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 or subcontractany of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment,the assignee shall execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement
prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a
written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor shall provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor shall provide City with certificate(s) of insurance documenting
policies of the following types and minimum coveragelimits that areto be in effectpriorto 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
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(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 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
Emits 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
Vendor Services Agreement Adsposure Page 5 of 12
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,
subVendors 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, SUBVENDORSS 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, (2) delivered by facsimile with electronic confirmation of the
transmission, or(3)received by the other party by United States Mail, registered,return receipt requested,
addressed as follows:
To CITY: To VENDOR:
City of Fort Worth Advertising Vehicles, Inc., d/b/a Adsposure.
Attn: Assistant City Manager for IT Melissa Snyder , Assistant Controller
200 Texas Street 10810 Kenwood Rd.
Fort Worth, TX 76102-6314 Cincinnati, OH 45242
Facsimile: (817) 392-8654 Facsimile: (513) 554-4703
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.
Vendor Services Agreement Adsposure Page 6 of 12
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 sballbe 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.
19. Force Majjeure. City and Vendor shall exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement,but shall not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to,compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, epidemics or pandemics, 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,and/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 hinders the party's performance, as soon as reasonably possible, as determined in
the City's discretion, after the occurrence of the Force Majeure Event. The form of notice required by this
section shall be the same as section 13 above.
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 all of the attached Exhibits contains
the entire understanding and agreement between City and Vendor, their assigns and successors in interest,
Vendor Services Agreement Adsposure Page 7 of 12
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.
25. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty(30)days from the date that the services are completed. In such event, at Vendor's
option,Vendor shall either (a)use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty,or (b) refund the fees paid by City to Vendor for the nonconforming
services.
26. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form(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 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 ofthe Work Product shallbe 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 bas
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
Vendor Services Agreement Adsposure Page 8 of 12
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
30. No Boycott of 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 Israelduring the term ofthe contract. The terms"boycottIsraer'
and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this contract,Vendor certifies that Vendor's signature provides written
verification to the City that Vendor: (1)does not boycott Israel; and(2)will not boycott Israel during
the term of the contract.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
(signature page follows)
Vendor Services Agreement Adsposure Page 9 of 12
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
13y: Valerie Washington(Dec 14,202010:24 CST) this contract,including ensuring allperformance and
Name: Valerie Washington reporting requirements.
Title: Assistant City Manager
Dec 14,2020 h��le��obero�
Date: R 7: Homer Robertson(Dec 11,202011:01 CST)
Name: Homer Robertson
APPROVAL RECOMMENDED: Title: Assistant Fire Chief
APPROVED AS TO FORM AND LEGALITY:
—J: J Dwis(Dec 11,202015:09 CST) �4�4nnnT
Name: James E. Davis aa�Fonr, 4 a
000a
Title: Fire Chief gj&.0Xy �o o $ �: Christopher he` ° ec11,20zafl�s: T,
pro° °o J
0.va °=d Name: Christopher K Austria
0
ATTEST: � �000 0 0 Ay
Title: Assistant City Attorney
a rEX p
��nuaa44 a CONTRACT AUTHORIZATION.
7� 'e 2��i� �eir��.¢� N%C: N/A—24089-03-2020 & 24161-04-2020
By: r Ronald P.Gonzales(Dec 14,202013: ) 1295:N/A
Name: Mary Kayser
Title: City Secretary
VENDOR:
Advertising Vehicles, hic., d/b/a Adsposure
i /0*� /t z/-
By: Kim DWa(D.8,202008:53 CST)
Name: Kim Davis
Title: Account Executive
Date: Dec 8,2020
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
Vendor Services Agreement Adsposure Page 10 of 12
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EXHIBIT B
PRICE SCBEDULE
CURRENT CAMPAIGN
10 KINGS-CITY BUSES (144"X 30)
10 KONGS-ACCESS BUSES (155"X 20")
35 BENCHES-CITYWIDE (83.75"X 30")
PRODUCTION: $10,300
MEDIA: $4,800
TOTAL CAMPAIGN: $15,100
INVOICE(S) SHALL BE SUBMITTED: CAMPAIGN START DATE
PAYMENTS SHALL BE DUE WITHIN 30 DAYS UPON RECEIPT OF INVOICE.
Vendor Services Agreement Adsposure -Exhibit B Page 11 of 12
EXHIBIT B
The Transit Advertisir* p ople
Ft. WO rth
Production & Monthly Media Pricing
Full Wrap Full Side
Driver only
-- —
0 l
Production $7,800 4 Wk Rate $3,000 Production S:i,uuu 4 Wk Rate $1,400
King Kong-223"X 110- Mini King Kong- 118"X 110"
Driver only Passenger only
.0 1 ®) 4£4 ■ V -
Production $1,550 4 Wk Rate $1,000 Production $1,000 4 Wk Rate $700
Kong-223"X 36- King- 144"X 30"
Driver only rj
Ll
U IA
Production $435 4 Wk Rate $475 Production $150 4 Wk Rate $275
Tail-64"X 20" Molly Trolley Tail-65"X 21
Note license plate is part of live area.
Production $150 4 Wk Rate $200 Production $150 4 Wk Rate $170
Bench-83.75-X 30- Interior Card-28"X 11-
ML :
Production $190 4 Wk Rate $200 Production $17 4 Wk Rate $20
•Sizes shown denote overall area,not live area.Templates must be acquired fr, m Adsposure before submitting creative.
Powered Byadwmsmg vehicles I Price good through:
EXHIBIT B
4
" r^rl-% -r---
t-
The Transit Advertisir* P ople
Ft. WO rth Production
. -
Access Kong- 155-X 20- Access Queen-90-X 20-
® � O
Producffnn $215 4 Wk Rate $215 Production $155 4 Wk Rate $155
•Sizes shown denote overall area,not live area.Templates must be acquired from Adsposure before submitting creative.
Powered ByadwerHsing vehicles I Price good through:
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
ADVERTISING VEIHCLES, INC.,DB/A ADSPOSURE
10810 KENWOOD RD.
CINCINNATI, OH 45242
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:Kim Davis
Position:Account Executive
/'ice �if
Kim Davis(Dec 8,2020 08:53 CST)
Signature
2. Name:Jason E re
Position:VP Sales
Jason Klare(Dec 8,202010:33 EST)
Signature
3. Name:Tina Rabe
Position:Regional Manager
Tina Rabe
Tina Rabe(Dec 8,2020 09:44 CST)
Signature
Name:Ken Black
Ken Black(Dec 9,202011:50 EST)
Signature of President/CEO
Other Title: CEO
Date: Dec 9,2020
Vendor Services Agreement Adsposure—F-diibit C Page 12 of 12
EXHIBIT D
FORT WORTH
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
This form must be provided when requesting to make a purchase of over $3,000 without
following public bidding requirements. For purchases over $50,000, the form must be
completed and emailed to the Purchasing attorneys. For purchases under$50,000, the form
must be emailed to Purchasing at FMSPurchasingResponses(aOfortworthtexas.gov.
Instructions:Fill out the entire form with detailed information.Once you have completed this form,
provide it to the Purchasing staff or the Purchasing attorneys for review. The attorney will review
the information you have provided and determine whether using an exemption to Chapter 252's
biding requirements would be defensible. If you are printing this form to provide to Purchasing or
Legal,please do not provide the Primer page. Failure to provide sufficient information may result
in follow-up questions and could cause a delay in the attorneys' determination.
Section 1: General Information
Requesting Department: Fire/Emergency Management
Name of Contract Manager: Justin Cox
Department's Attorney: Christopher Austria
Item or Service sought: Bus/Bus Bench Advertising
If Purchase of an Item or Equipment, are any Services included?Yes No
Vendor: Advertising Vehicles, Inc., d/b/a Adsposure
Current Agreement for item/service: Yes No X
CSC#:
How will this item or service be used: • Lease display space on buses and bus benches
located throughout Fort Worth. Adsposure is the only provider for this service. The buses and
bus benches will act as billboards to display information about the OEM's SNAP, AHAS and
Fort Worth Texas Alert.
• Promote several emergency assistance programs offered by the Office of Emergency
Management. The Special Needs Assistance Program(SNAP), Accessible Hazard Alert System
(AHAS) and Fort Worth Texas Alerts will help alert residents of Fort Worth during emergencies
or disasters with timely information.
Page 1 of 4
• All residents including those with functional needs whom mainly use public
transportation to move about the city. Displaying these programs in areas that are used by our
target audience will bring attention to the programs offered. Residents driving their personal
vehicles will also be able to view the bus stop benches which are located next to busy streets
Section 2: Exemption Justification
Please indicate which exemption you believe applies to the purchase and provide information to
support its applicability. Please refer to the Exemption Primer for detailed information about
common exemptions.
a procurement made because of a public calamity that requires the immediate appropriation
of money to relieve the necessity of the municipality's residents or to preserve the property of the
municipality;
a procurement necessary to preserve or protect the public health or safety of the
municipality's residents;
a procurement necessary because of unforeseen damage to public machinery, equipment, or
other property;
a procurement for personal, professional, or planning services;
a procurement for work that is performed and paid for by the day as the work progresses;
a purchase of land or a right-of-way;
a procurement of items that are available from only one source, including:
a purchase of rare books,papers, and other library materials for a public library;
_paving drainage, street widening, and other public improvements, or related matters, if at
least one-third of the cost is to be paid by or through special assessments levied on property that
will benefit from the improvements;
a public improvement project, already in progress, authorized by the voters of the
municipality, for which there is a deficiency of funds for completing the project in accordance
with the plans and purposes authorized by the voters;
a payment under a contract by which a developer participates in the construction of a public
improvement as provided by Subchapter C, Chapter 212;
_personal property sold:
(A) at an auction by a state licensed auctioneer;
(B) at a going out of business sale held in compliance with Subchapter F, Chapter 17,
Business &Commerce Code;
(C)by a political subdivision of this state, a state agency of this state, or an entity of the
federal government; or
(D)under an interlocal contract for cooperative purchasing administered by a regional
planning commission established under Chapter 391;
services performed by blind or severely disabled persons;
goods purchased by a municipality for subsequent retail sale by the municipality;
electricity; or
X advertising, other than legal notices.
Page 2 of 4
Please provide details and facts to explain why you believe the exemption applies to the
purchase. You may also attach documentation to this form.
Emergency Management advertises on Trinity Metro buses and bus benches. Adsposure, has
exclusive rights for advertising services for Trinity Metro; therefore, it is required the City use
this vendor for its advertising needs.
Section 3: Attorney Determination
With the facts provided by the department, is the use of the claimed exemption defensible if the
City were to be challenged on this purchase? _Yes or No
Was there anything not included on this form or attached hereto that was relied on in making this
determination? Yes or \/No
If yes,please explain:
By: �
Name: Taylor Paris
Title: Assistant City Attorney
Page 3 of 4
EXEMPTION FORM PRIMER
Below are explanations and examples of common exemption that apply to municipal purchases.
If you have questions about the information provided or need additional information,please
contact your department's assigned attorney.
1. A procurement made because of a public calamity that requires the immediate
appropriation of money to relieve the necessity of the municipality's residents or to preserve the
property of the municipality. This is generally used in cases of public emergency.
2. A procurement necessary to preserve or protect the public health or safety of the
municipality's residents. This is a factual determination that will be used when the purchase directly
impacts public health and safety. Please note, this is generally a very narrow exception.
3. A procurement necessary because of unforeseen damage to public machinery, equipment,
or other property. Damage or immediately foreseeable damage that is caused by an unexpected
event. This will generally be used when a natural disaster or unforeseen failure occurs that impacts
other property.
4. A procurement for personal,professional, or planning services;
Professional services are not defined under Chapter 252, so there is no precise definition to
follow. However, the Texas Attorney General has suggested that a professional service
comprehends labor and skill that is `predominately mental or intellectual, rather than physical or
manual."' Tex. Atty Gen Op. JM-940 (1988) (quoting Maryland Casualty Co. v. Cray Water
Co., 160 S.W. 2d 102 (Tex. Civ. App.—Eastland 1942, no writ). The Texas Attorney General
has also opined that"professional services"no longer includes only the services of lawyers,
physicians, or theologians,but also those members of disciplines requiring special knowledge or
attainment and a high order of learning, skill, and intelligence. Id.
Facts needed to support a professional service exemption include the specialized requirements of
that profession and the mental and intellectual skill required by the person while performing the
service. Purchases of goods are not professional services.
5. A procurement of items that are available from only one source.
This exemption is commonly referred to as the sole source exemption. In determining whether a
purchase is of a good or service that is available from one source, you should not consider price
or time to receive the good or service. The information needed to support this exemption, is that
no other provider can provide the service or category of good except for the vendor you are
proposing. Some examples of sole source purchases include service agreements when only one
vendor is authorized to work on the equipment by the manufacturer and allowing another vendor
would void the warranty; purchase of a good that is copyrighted or trademarked and only
provided by one vendor.
Page 4 of 4