HomeMy WebLinkAboutContract 55811CSC No. 55811
FoRT V�oRTH
CITY OF FORT WORTH
AGREEMENT ADDENDUM
This AGREEMENT ADDENDUM ("Agreement") is entered into by and between Advertising
Vehicles, Inc., d!b/a Adsposure ("Vendor") and the City of Fort Worth, ("City"), a TeXas home
rule municipality.
The Agreement includes the following documents which shall be construed in the order of
precedence in which they are listed:
L This Agreement;
2. Exhibit A— Vendor's Quote, Scope of Services, and Vendor's Terms and
Conditions;
3. Exhibit B— Conflict of Interest Questionnaire.
Exhibits A and B, which are attached hereto and incorporated herein, are made a part of
this Agreement for all purposes. Vendor agrees to provide City with the services and goods
included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase
Agreement, including all exhibits thereto. If any provisions of the attached Agreement, conflict
with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation
or ordinance of City, the terms in this Addendum shall control.
City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance
with the provisions of this Agreement. Total payment made under this Agreement for the first year
by City shall be in the amount of Seven Thousand Five-Hundred Dollars ($7,500.00). Vendor shall
not provide any additional items or 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.
Vendor agrees that City shall, until the eXpiration of three (3) years after final payment
under this Agreement, 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.
In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed
that all obligations of City hereunder are subject to the availability of funds. If such funds are not
appropriated or become unavailable, City shall have the right to terminate the Agreement except
for those portions of funds which have been appropriated prior to termination.
�FFICIAL RECORD
CITY SECRETARY
FT. VNORTH, TX
The City is a governmental entity under the laws of the state of Texas and pursuant to
Chapter 2259 of the TeXas Government Code, entitled "Self-Insurance by Governmental Units,"
is self-insured and therefore is not required to purchase insurance. To the extent the Agreement
requires City to purchase insurance, City objects to any such provision, the parties agree that any
such requirement shall be null and void and is hereby deleted from the Agreement and shall have
no force or effect. City will provide a letter of self-insured status if requested by Vendor.
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: Fernando Costa, Assistant City Manager 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
No Bovcott of IsraeL If Vendor has fewer than 10 employees or the 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, 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 Addendum, T�endor
certifies that Vendor's signature provides written verification to City that ilendor: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the Agreement.
Limitation of Liabilitv and IndemnitX. To the extent the Agreement, in any way, limits the
liability of Vendor or requires City to indemnify or hold Vendor or any third party harmless from
damages of any kind or character, City objects to these terms and any such terms are hereby deleted
from the Agreement and shall have no force or effect.
Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity.
To the extent the Agreement requires City to waive its rights or immunities as a government entity;
such provisions are hereby deleted and shall have no force or effect.
Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement
requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated
damages in any amount, City objects to these terms and any such terms are hereby deleted from
the Agreement and shall have no force or effect.
Law and Venue. The Agreement and the rights and obligations of the parties hereto shall
be governed by, and construed in accordance with the laws of the United States and state of Texas,
eXclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall
be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is
required to be governed by any state law other than TeXas or venue in Tarrant County, City objects
to such terms and any such terms are hereby deleted from the Agreement and shall have no force
or effect.
[SIGNATURE PAGE FOLLOWS]
The undersigned represents and wan·anrs that he or she has the.: po\\'er and authority to execmc this
Agreement and bind the respective Vendor.
[Executed effective as of the date signed by the Assistant City Manager below.]/ [ACCEPTED
A 10 AGREED:]
City:
By:
Name: Fernando Costa
Vcndor u���
By:�
Name: Kim Davis Title: Assistant City Manager Title: Account Executive
Date: s/zg/i, Date: '
CITY OF FORT WORTH INTERNAL ROUTTNG PROCESS:
Appronil Rcco1111111:=ndcd:
By:
Name: Victor Turner
Title: Director. 'eighborhood Services
App roved as to Form and Legality:
I I
Oy:
amc: Taylor Paris
Title: Assistant City A11orncy
Conlracl Authorization:
M&C: 21-0106 & 21-0111
- - - - - - - - ---_L
Contract Compliance Manager:
By signing l acknowledge that I am 1hc person
responsible for the monitoring and adminis1ra1ion
of this conlract, including ensuring all
performance and reponing requirements.
By:
Name: Amy Connolly
Title: Assistant Director, Neighborhood
Services
City ccrctary:
I
Oy:
Name: Mary Kayser
Title: Ci1y Sccrcrnry
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Vendor.
[Executed effective as of the date signed by the Assistant City Manager below.] /[ACCEPTED
AND AGREED:]
City:
��
Fernando Costa (Jun S, 2021 09:49 CDT)
Y'
Name: Fernando Costa
Title: Assistant City Manager
Vendor:
By:
Name: Kim Davis
Title: Account Executive
Date: J u n 8, 2021
Date:
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By. (/� `l�u�"^-�-
Name: Victor Turner
Title: Director, Neighborhood Services
Approved as to Form and Legality
� (�•N-�=
By:
Name: Taylor Paris
Title: Assistant City Attorney
Contract Authorization:
M&C: 21-0106 & 21-0111
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
BV: AmyConnol (J n 2, 202 1153 CDT)
>
Name: Amy Con ly
Title: Assistant Director, Neighborhood
Services
City Secretary:
By: ��� `��
Name: Mary Kayser
Title: City Secretary
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OFFICIAL REC�RD
CITY SECRETARY
FT. VIIORTH, TX
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The Transit
Company Name
Todays Date
A. *Inventory reserved for Client starting:
Market/Product
B. Last day inventory is held for Client use:
C. Approved client art due to Adsposure by this date
' 15 Business days prior to starf date
Transit Displays Ordered
Number of Displays Types of Displays
(commencement date)
to ensure installation by post date
Client agrees to be billed the following amounts on the following dates for inventory reserved
Billing starts on above date noted in "A" (commencement date), regardless if approved art is received or approved later than required date.
Submitting art and, or, deposit later than required date could result in altered post date of ad material.
Adsposure will install at the next possible date but will be unable to push back the end date of this signed contract.
Month / Year Amount Month / Year Amount
Contract Total
Advertiser / Agency:
Signature / Authorized:
Address:
City, State, Zip:
Telephone:
Contact:
Fax:
Email:
NET Guaranteed Bench or Shelter Locations
Adsposure Management
Advertising Space Rental Contract
-}98-�8 Kenwood Road, Cincinnati, OH 45242 Ph 513-554-4703 Powered ey Adveriising Vehicles
The Transit
l. If Advertiser is doing its production independently, then it agrees to furnish displays and all other items necessary for said
advertising and to deliver the same to Advertising Vehicles, Inc. doing business as Adsposure ("AV") at least 10 working days
before the installation date. A 10% overrun on orders of 10 signs or more is required.
2. Failure of Advertiser to furnish displays as provided above for timely installation on the stated commencement date shall be
the sole responsibility of Advertiser, Other delays in commencing service shall not constitute a violation of this contract, but the
Advertiser shall be entitled to a pro rata credit, or at the option of AV to additional service or an extension of the term of service
equivalent to the delay or omission.
3, If Advertiser has done its production independently and Advertiser's display(s) becomes damaged, defaced, mutilated or
spoiled by reason of storm, floods, strikes, ordinary wear and tear, or any other cause, replacements shall be furnished by the
Advertiser upon request, without liability or expense on the part of AV or the associated transit authority.
4. Advertiser shall indemnify and hold harmless AV and the associated transit authority against any liability to which they may be
subjected by reason of the advertising material displayed under this contract, including, but not limited to, liability for infringement
of trademarks, trade names, copyrights, invasion of right of privacy, defamation, illegal competition, illegal trade practices, or
for any other reason relating to the content contained in the advertisement. This agreement to indemnify shall include all costs,
including attorney's fees, in defending any such action or actions.
5. It is understood that the client agrees to pay for rented billboard space per the schedule on page one of contract. It is understood
that in the event of a late posting as a result of a missed deadline by the client that Advertising Vehicles is not obligated to refund or
to credit the client for the lost advertising space. In the event that the post date is missed as a result of actions of Advertising Vehicles
an extension equal to the number of missed days will be added to the end of client's expiration date.
b. Loss of service due to fire, flood, riot, and severe weather/temperatures curtailing recommended install practices or other causes
beyond the control of AV and/or removal of location by transit authority shall not constitute a breach of this agreement. In such
event, Advertising Vehicles shall, in its sole discretion, have the authority to cancel the balance of the contract, extend a pro rata
credit for such loss, or, offer additional service or an extended term of service equivalent to the service lost,
7. AV accepts this contract subject to all federal, state and municipal laws and regulations with respect to the advertising matter to
be displayed. In the event such advertising becomes illegal or a request is received to terminate the advertising,
AV reserves the exclusive right to terminate this contract, but there shall be no short rate charge because of such termination,
a. AV reserves the right to reject any advertising that AV determines in its sole discretion to be false, misleading, deceptive,
and/or offensive to the moral standard of the community, contrary to good taste, contrary to the best interest of the
associated transit authority, or for any other reason that Advertising Vehicles, in its sole discretion, sees fit.
b. It shall be the policy of AV in Cincinnati and Nashville to prohibit public issue advertisements that tend to promote or
inhibit causes and beliefs; that in furtherance of this policy, all advertisements (except as identified in c below) shall be
limited to public announcements and advertisements related to the advantages of a product, business, or service.
c. Political advertisements if allowed for candidates for public office are allowed under the following conditions: 1) each
advertisement must contain in type at least 10% as tall as the advertisement, the words "PAID POLITICAL
ADVERTISEMENT"; 2) contracts must be prepaid in full prior to placement of advertisement.
8. It is understood and agreed that this contract may not be canceled by Advertiser or Advertising Agency. AV reserves the right
to cancel this contract at any time upon default by the Advertising Agency and/or Advertiser for any breach of this contract.
Upon such cancellation, all advertising done hereunder, including short term rates or other charges under this contract which
remain unpaid, including but limited to Media Package Production, shall become immediately due and payable. In the event
of any such breach by Advertiser or Advertising Agency, AV shall be discharged from any obligation to continue to display the
Advertiser's copy,
9. In the event a suit for the enforcement of any term of this Agreement, including the collection of any unpaid accounts becomes
necessary, Advertising Vehicles may collect all costs of such suit, including reasonable attorney's fees and expenses.
10. AV shall not be held responsible for returning advertising displays to Advertiser or Advertising Agency.
11. This contract is not assignable by the Advertiser, nor may the subject of the advertising be changed without prior written
consent of AV.
12. This agreement and the schedule attached hereto embodies the entire agreement and understanding among the parties
relating to the subject matter hereof and supersedes all prior agreements and understandings relating to the subject matter.
13. Any modification to this agreement shall be made only in writing signed by both parties.
14. Any bill rendered to the agency and/or Advertiser shall be conclusive as to the correctness of the items therein set forth and
shall constitute an account stated unless written objection is made thereto by the agency and /or Advertiser within ten (10) days
from the rendering thereof.
15. Late charges of 1.5 %(18% per annum) will be applied to account balances over 30 days. Accounts that are delinquent 45 days
may be canceled without advance or written notice.
16. Contract is subject to credit approval and the acceptance of this contract by signature of the advertiser and or agency
authorizes AV to request credit information from the Retail Credit Bureau.
17. Advertiser and/or Advertising Agency, if any, are both individually and severally responsible for payment of the full amount
under this contract,
18, Orders requiring expedited production, shipping or install will incur additional charges.
19. The Agreement is governed by the laws of the State of Ohio, and the parties agree to the jurisdiction of the state courts of
Hamilton County Ohio and all litigation arising from this Agreement shall be instituted only in said courts.
Initials: Date:
10810 Kenwood Road, Cincinnati, OH 45242 Ph 513-554-4703 Powered ey Advertising Vehicles
�xHi��T e
C�NFLICT OF INTEREST ❑UESTIflNNA1RE
For venciar doing business �vi1h focal governm�ntal et�tity
This quest{annaire rellects changes made 10 the law hy F�LB. �3, Shch Leg� Regular Sesslan.
This questionnai�e �s acing filed i� accordance wFth Chapt�r S 76, Locaa Go��rnment Cade.
hy a v�ndor who has a 6usiness relationsh3p as de�ined by Sect�on 176.001( t-a} wilh a lacal
gpv2mmental entity and tfie vendor me�ts roquir�mer7ls ui7der 5ectibn � 76.C45�aj.
By I�nv th�s qtfest�❑nr, ��r� rnust be t�led w�tli tFie re:ords admrr7�s�r:,tor ai Il:e lo[.al go++ernn�ert,�i
en;ity not la1eF lhan ihe 7th t�e,s�ness day afler ttr� dztc Ihe versdar I�comes aware af f.3.�'s
t�at r� q u�re tr,a siateniertit Ea be 1i3ed. Se�c� Se�t�on 17G.�0�(:�• t], Local GovQrnmc�nt Cod��
A vendar carnmi�s �ri offense if !he v2ndor knowingly violales 5ectial� 17fi.ODfi. Loc�l
Government Code. An oi#ensa urstier th is section is a misdemeanor,
N�me af vend er who lias a buslness rela�l onsfilE� wl�li local gauernmental enllty.
dv�r-fr5��� Il��,'��� s ��� -�s�vs��-e�
Cricsci, il+is nox i yau are filing aii update sa a previously 11ed cauestivni
�oR�n CiC�
4FF10E U�E OtJLY
.:1'G i �.:i•'!"v:
[The law requires that yo� file an updaled compleled ques[ionnaire wirh tha aAproRriaSe lding authar�ty not
ia�er than the 7�h husiness day aher the date on wliieh you became aware that the orginalhy filed questionna,re was
�ncompleta nr inaCC�ra[B.j
Nartie a1 iocal guvernment ofilcer aGoutwham tlie inlarma[fon In tlils secRlvn fs being disclosed,
Name af Qllieer
7h;s secnan jitem 3 �r�clud�ng subparts A. 8. G, &❑1 musi he compleSed tar each oHicer wish whom the vendor nas an
emplpymen[ or olhQr business relatianship as detined hy 5e�tion 176.401[1•al. L�cal Gwernment Cade. Attach add�t�anai
pages ta tl�is Fvrm CIQ as neeessary,
A Is ihe local gpvernmers[ ofiicer named in this sectian teceiving or iikefy to receiva raxable incoma, atlrer than mVesrmant
income, from the venda�?
� Yes �No
S!s 1he vonda receru+ng or likely la receiva laxable i+xame, othar lhan inveslrnenl income, hom or at tha direcLon al tt+a lxal
yflver,�mr.nt oHiCer narn6d in this section AN� !h9 laxable irSCome 'ts nai reCaiveO fram lhe foCai governnsent2l &nliiy?
� Yr,s �No
C. Is the (iier �i ��is questionnaire ernployed by a corporatian vr aSher 6us�ness enSity w�th resp�cl tp which rha �oca�
qU•;errnnu:�t ofi�c.�r survvs as an oliicer or d�rcn;lar, or holds an ownership u�tarest ol one percerit or more�
� Ycs �No
D Uascn6� eath �mpioym�nl or busir+ass and family ielatinnship wiih the iocal flovemmenf allxe+ named �n th,s sectan.
S,gnat�. :..��. r,r �����KJ tr�sin�ss w++n ir.� gavemn�entai entiry
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