HomeMy WebLinkAboutContract 54459 CSC #54459
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, and acting by and through Jason Meyer, its duly
authorized Executive Vice President,each individually referred to as a"party"and collectively referred to
as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Professional Services Agreement;
2. Exhibit A—Scope of Services and Price Schedule;
3. Exhibit B—DELETED BY AGREEMENT OF THE PARTIES
4. Exhibit C-Verification of Signature Authority Form.
Exhibits A,B and C,which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement
shall control.
1. SCOPE OF SERVICES.
Vendor shall develop an integrated marketing communications campaign for the "Y'all Wear a
Mask"effort for the City. Exhibit"A,"- Scope of Services and Price Schedule more specifically describes
the services to be provided hereunder. In the event of any conflict between Exhibit A—Scope of Services
and Price Schedule and the body of this Agreement,the body of this Agreement shall control.
2. TERM.
This Agreement shall begin on June 30, 2020 ("Effective Date") and shall expire on October 15,
2020 ("Expiration Date"),unless terminated earlier in accordance with this Agreement("Initial Term").
3. COMPENSATION.,
City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform
services under this Agreement in accordance with the provisions of this Agreement and Exhibit "A," —
Scope of Services and Price Schedule. Notwithstanding anything in Exhibit"A"—Scope of Services and
Price Schedule to the contrary,total payment made under this Agreement for the first year by City shall not
exceed Twenty-Nine Thousand and 00/100 Dollars($29,000.00),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.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Professional Services Agreement Page 1 of 18
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 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.
Professional Services Agreement Page 2 of 18
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. LL4,13II.ITY 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-VENDOR HEREBYCOVENANTSANDAGREES
TO INDEMNIFY,HOLD HARMLESSAND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS
AND EMPLOYEES,FROMAND A GAINSTANYAND ALL CLAIMS OR LAWSUITS OFANYKIND
OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR
LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY
RESULTING LOST PROFITS)AND/OR PERSONAL 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,
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Vendor shall fully participate and cooperate with City in defense of such claim or action.City agrees
to give Vendor timely written notice of any such claim or action,with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or
expenses shall not eliminate Vendor's duty to indemnify City under this Agreement.If the software
and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted,
Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to
continue to 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
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
Professional Services Agreement Page 4 of 18
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"shall be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000- Bodily Injury by accident; each accident/occurrence
$100,000- Bodily Injury by disease; each employee
$500,000- Bodily Injury by disease;policy limit
(d) Professional Liability(Errors& Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name City
as an additional insured thereon, as its interests may appear. The term City shall
include its employees, officers, officials, agents, and volunteers in respect to the
contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right
of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City. Ten(10)days'notice shall be acceptable in the
event of non-payment of premium.Notice shall be sent to the Risk Manager, City
of Fort Worth,200 Texas Street,Fort Worth, Texas 76102,with copies to the Fort
Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the
State of-Texas.All insurers must have a minimum rating of A-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.
Professional Services Agreement Page 5 of 18
(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 parry, its agents, employees, servants or
representatives,or(2)received by the other parry 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
Professional Services Agreement Page 6 of 18
the prior written consent of the person's employer.Notwithstanding the foregoing,this provision shall not
apply to an employee of either parry 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.
19. FORCE MAJEURE.
City and Vendor shall exercise their best efforts to meet their respective duties and obligations as
set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to
force majeure or other causes beyond their reasonable control, including, but not limited to, compliance
with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes,
lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,
transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part of this Agreement,and are not intended to define or 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.
Professional Services Agreement Page 7 of 18
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.
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,
Professional Services Agreement Page 8 of 18
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
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. CONFIDENTIAL INFORMATION
Vendor acknowledges that CITY is a governmental entity and is subject to the Texas Public
Information Act("Act"). By executing this agreement, Vendor acknowledges that this agreement will be
publicly available on the CITY's website, and Vendor is therefore waiving any claim of confidentiality,
whether based in statute or the common law, to any and all materials contained as part of this agreement
including all documents and information referenced herein or attached hereto.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples this 30`"
day of June,2020.
(signature page follows)
Professional Services Agreement Page 9 of 18
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
By.
this contract,including ensuring all performance and
reporting requirements.
Name: Valerie Washington
Title: Assistant City Manager
Date: I(4 7
By:
pa4FORT�� Na ta c n A ier
,roe°°°°°°°°°.odd i ommunic ions Specialist
ATTEST: pro° ono 0
p° °o= APPROVED AS TO FORM AND LEGALITY:
T* oOo 0o S�✓ /�
By. Leann Guzman(Sep 10,202017:46 CDT)
Name: Mary Kayser By:
Title: City Secretary Name: Leann Guzman
Title: Sr. Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: NONE;Ordinance No. 24089-03-2020
VENDOR:
Cooksey Comdiunications,Inc.
By:
Name: Jason Meyer
Title: xecu�ive Vice President
Date: /�C�/ _
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Professional Services Agreement Page 10 of 18
EXHIBIT A
SCOPE OF SERVICES AND PRICE SCHEDULE
[Attach Letter from Vendor]
Professional Services Agreement—Exhibit A Page 11 of 18
Ooksey
August 17,2020
The Honorable Betsy Price
Mayor of Fort Worth,Texas
200 Texas Street
Fort Worth,Texas 76102
Dear Mayor Price,
Cooksey Communications has been proud to support City efforts to reinforce Tarrant County's
required wearing of masks in public spaces during the COVID-19 global pandemic this summer,and we
are committed to continuing our successful campaign through the fall.We appreciate your confidence in
our firm for such an Important and life-saving endeavor.
For the purposes of continuing the"Y'all Wear A Mask"campaign into the fall,this document
will serve as our letter of agreement for the effort,This letter of agreement is based on a general
estimate of the expected time that it will take to implement the effort over the next two months.We
understand that this public health campaign is subject to ongoing changes that could be implemented at
both the County and State level,so our team will work collectively with City staff and local leaders to
assess the need for additional services on an as needed basis.
Proposed Fees and Timeline:
The following budget represents Cooksey's agency fees to continue managing an integrated
marketing communications campaign for the"Y'all Wear A Mask"effort for the City of Fort Worth.The
fees outlined below cover agency time for professional counsel and the creative development of
materials for the campaign,but do not Include external fees for printing,video or radio recording
production,photography,photo shoot talent,fee-for-image requests or any other expense not
specifically included below.In addition,these agency fees do not include reimbursable out-of-pocket
expenses not included in the CSTIM fee outlined below.
For this effort,Cooksey will bill the City of Fort Worth a total of$17,000 plus CSTIM fee
(outlined below),providing the City of Fort Worth with 100 hours of agency time(at our 5170/hour
blended billing rate)to manage the activities listed below through October 15.2020.Any applicable
sales taxes(if required)for development of each facet of the campaign listed below.will be billed
according to the billing schedule outlined within this letter of agreement. External costs or agency
expenses will be billed as incurred,and Cooksey will notify the appropriate City staff member prior to
Incurring.
Page 1 of 4
Professional Services Agreement
MAXIMUS Consulting Services,Inc.,Page 12 of 18
Billing for the project will follow the below schedule and payment is due upon receipt:
September 1,2020—$8,500(plus$425 CSTIM fee)and any applicable sales tax or other
incurred expenses
October 1,2020—$8,500(plus$42S CSTIM fee)and any applicable sales tax or other Incurred
expenses
Project completion—any final expenses incurred after the October 1 billing date.
CSTIM Fee:Each invoice will include Cooksey's standard CSTIM fee,calculated at five percent
(5%)of the project fee,which covers routine internal expenses regularly Incurred on all of its
clients'behalf.These expenses include,but are not limited to,mileage Incurred for local(within
100 miles)travel to/from meetings and events;photocopies and in-house printing;courier or
delivery charges;subscriptions for online resources and third-party services such as Cision
(global media database and intelligence service)and ProfNet(media sourcing that provides
inbound queries from global media);maintenance of communications infrastructure for 24/7
client service;and subscriptions to e-mail marketing services such as MailChimp and Constant
Contact.
Specific deliverables for this campaign will be billed against the$17,000 hour bank(providing 100
hours of account service)described above.We anticipate the following activities to be performed
during this phase of the campaign:
Microsite updates—Cooksey will manage website updates on a day-to-day basis,which will likely
Include posting new PSAs and messaging to the homepage,ongoing social media Integration,as well as
adding additional appropriate content as needed.
Social media campaign—Leveraging the social media assets created,Cooksey will create ongoing
strategic content for social media platforms,Including day-to-day posts,milestone messaging,pandemic
status updates,as well as shared content from other community partners.A particular effort will be
developed to drive Fort Worth and Tarrant County-area businesses to the"Resources"section of the
website to download campaign assets for use within their business.Content will be developed In
collaboration with City staff and revisions should not be necessary.
Broadcast media,print media,social media and billboard PSA management(does not Include any
additional paid media costs or the production or recording of advertisements)—Cooksey will provide
ongoing management and reporting of PSAcampaign currently underway,as well as final production of
a PSA ad featuring LaDainian Tomlinson.Cooksey can also provide scripts and creative support for
additional radio or TV ads,but production for additional TV and radio advertisements will require a
separate letter of agreement with a third-party vendor.
Page 2 of 4
Professional Services Agreement
MAXIMUS Consulting Services,Inc.,Page 13 of 18
Continuation of Media Relations and Community Relations Campaign—Cooksey will provide proactive
support to the City(and other campaign partners),including the development of appropriate pitch
topics,creation of press releases and media advisories,as well as other day-to-day media and
community relations support.
The following terms also apply to this agreement:
1. Cooksey and any persons employed by Cooksey,shall each be deemed to be and shall be
an independent professional services contractor and as such,shall not be entitled to any
benefits applicable to the employees of the City of Fort Worth or its campaign partners.
2. Cooksey,and any persons employed by Cooksey,shall comply with all applicable federal,
state, and local laws and regulations, including any governmental reporting and
registrations requirements.
3. Cooksey shall have sole responsibility for the payment of all federal, state, local and
other income taxes and for all employment and other taxes applicable to the
consideration paid to Cooksey.
4. Cooksey does not have authority or power to contract on behalf of the City of Fort
Worth or its partners or to bind the City of Fort Worth or its partners in any manner.
5. Cooksey shall not assign this Agreement or any part thereof without the prior written
consent of City of Fort Worth or its partners,and any assignment without such consent
shall be null and void.
6. The entire agreement of the parties is contained herein. No representations were made
or relied upon by either parry, 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.
Page 3 of 4
Professional Services Agreement
MAXIMUS Consulting Services,Inc.,Page 14 of 18
Professional Services Agreement
MAXIMUS Consulting Services,Inc.,Page 15 of 18
Mayor Price,Cooksey Communications is honored to be partnering with you and the City of Fort
Worth to Implement this tremendously Important public health campaign.It's a rare occurrence that a
marketing and communications effort would have so much at stake,with the sole intention of saving
lives.We enter into this agreement with an unwavering commitment to support the City,and each of Its
public and private partners,in slowing the spread of COVID•19 and bringing an end to this global
pandemic.
If the terms of this agreement meet with your approval,please sign below and return a copy to me.
Sincerely,
Jason Meyer
Executive Vice President and Partner,Cooksey Communications,Inc.
Accepted by:
Mayor Betsy Price
City of Fort Worth
Date:
Page 4 of 4
Professional Services Agreement
MAYdWS Consulting Services,Inc.,Page 16 of 18
EXHIBIT B
DELETED BY AGREEMENT OF THE PARTIES
Professional Services Agreement—Exhibit B Page 17 of 18
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
COOKSEY COMMUNICATIONS,INC.
5525 N.MACARTHUR BLVD.,SUITE 530
IRVING,TEXAS 75038
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:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title:
Date:
Professional Services Agreement—Exhibit C Page 18 of 18
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair
presentation of the financial statements of individual funds.
Execution of this Signature Verification Form ("Form")hereby certifies that the following individuals
and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation
set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an
updated F orm within ten(10)business days if there are any changes to the signatory authority. C ity is
entitled to rely on any current executed Form until it receives a revised Form that has been properly executed
by Vendor.
1. Name: Gail Cooksey
Position: CEO.
Signature
2. Name: Colby Walton
Position: President
Signature
3. Name: Jason Meyer
Position: Executive Vice President
Signature
Name: Colby Walton 109
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0'u/
Signature of President/CEO
Other Title:
Date: June 30,2020
Professional Services Agreement—Exhibit C Page 13 of 13