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HomeMy WebLinkAboutContract 594784EG'4! CSC • 59478 a i 4 9i0�laol� Amendment to Modify the Master Event Sponsorship Agreement This Amendment ("Amendment") to modify the Master Event Sponsorship Agreement ("Agreement" or "Event"), dated January 1, 2022, by and between City of Fort Worth ("Vendor") and Meta Platforms, Inc. ("Meta") is hereby entered into as of January 31, 2023 ("Amendment Effective Date"). For the purposes of this Amendment, references to "Facebook" in the controlling Agreement (e.g. the Master Event Sponsorship Agreement) shall be deemed to refer to "Meta" as defined herein. Capitalized terms used but not otherwise defined herein shall have the same meaning ascribed to such terms under the Agreement. In the event of a conflict between the terms and conditions of this Amendment and the Agreement, the terms and conditions of this Amendment shall prevail. Agreement In consideration of the covenants and conditions set forth herein, the parties agree to amend the Agreement as set forth below. Master Event Sponsorship Agreement This Master Event Sponsorship Agreement including any amendments together with one or more Event Sponsorship Exhibits (each an "Event Exhibit" and collectively, this "Agreement") sets forth the terms and conditions under which Meta Platforms, Inc. and its Affiliates ("Facebook"), with an office at 1601 Willow Road, Menlo Park, CA 94025 and City of Fort Worth and its Affiliates ("City"), with an office at 200 Texas Street, Fort Worth, TX 76102, will provide Event(s) (as defined below). City and Facebook are each a "Party" and together the "Parties" under this Agreement. This Agreement is effective as of January 31, 2023 ("Effective Date"). 1. DEFINITIONS "Affiliate" means, with respect to a Party, an entity which, directly or indirectly, owns or controls, is owned or is controlled by, or is under common ownership or control of a Party. As used in this term, "control" means the power to direct the management or affairs of an entity, and "ownership" means the beneficial ownership of fifty percent (50%) (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the voting equity securities or other equivalent voting interests of the entity. "Applicable Law(s)" means any applicable law, regulation, directive, or other binding requirements (each as may be implemented, amended, extended, superseded, or re-enacted from time to time), including, for the avoidance of doubt, Data Protection Requirements. "City Content" shall mean any and all content, promotional material, media, displays, graphics, photographs, footage, designs, exhibits, data, reports, or information supplied by City in connection with an Event, or submitted by a third party to City for the purposes of participation in an Event, excluding, Facebook Content, Facebook Data, Facebook Information, Facebook Confidential Information and each Party's Marks. "City Party" or "City Parties" means City's employees, contractors, contingent workers, agents, and subcontractors providing Event in connection with this Agreement. "Content" means City Content or Facebook Content, as applicable. "Data Protection Requirements" means, to the extent applicable, (i) APAC Data Protection Requirements; (ii) European Data Protection Requirements; (iii) LATAM and MEA Data Protection Requirements; (iv) USA Data Protection Requirements; (v) mandatory industry rules and standards including, to the extent applicable, the Payment Card Industry Data Security Standard ("PCI-DSS"); and (vi) any and all other Applicable Laws related to data protection, data security, marketing, privacy, or the processing of Personal Data. Application of the Data Protection Requirements are further set out in Exhibit B, "Data Protection Addendum". "Event(s)" means an event, whether online, offline or both, including related promotional activities, that is hosted (in whole or in part) by City and sponsored by Facebook, subject to the terms of this Agreement and any Event Exhibit. "Event Exhibit" shall mean a document referenced by this Agreement which describes the Event and details the terms of Facebook's Sponsorship of that Event. Each Event Exhibit shall contain, at a minimum: (a) a description of the Event; (b) City's specific obligations with respect to the Event; (c) Facebook's specific obligations with respect to its Sponsorship of the Event; (d) the applicable fees, discounts and payment terms regarding the Sponsorship; and (e) any other terms and conditions pertinent to the activities hereunder. Meta Confidential Event Agreement Amendment for Modify the Master Event Sponsorship Agreement - Generic (01.2023) Page 1 of 10 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 343 4EG'4! a i 9i0�lao� "Facebook Content" shall mean any and all content, promotional material, media, displays, graphics, photographs, footage, designs, exhibits, reports, or information supplied by Facebook in connection with an Event, excluding each Party's Marks and Facebook Data. "Facebook Data" means any and all Personal Data that City processes from or on behalf of Facebook in connection with the Agreement, including information derived from or combined with such Personal Data and the Personal Data of Facebook employees, contractors, and personnel and Facebook users. "Facebook Information" means any and all data and information received, stored, collected, derived, generated, or otherwise obtained or accessed by City or its City Parties in connection with this Agreement, performance of the Event, or if applicable, access to any Facebook Sites or Systems (defined in Section 7.1) regarding any aspect of Facebook's or its Affiliates' business, including data or information provided by or on behalf of any Facebook user, advertiser, business partner or content provider, and other information such as system procedures, employment practices, finances, inventions, business methodologies, trade secrets, copyrightable and patentable subject matter. Facebook Information does not include Personal Data. "Facebook Properties" mean the online properties, products, services, websites, widgets, applications and pages, including, without limitation, those accessible in whole or in part through any platform, medium or device, whether presently existing or later developed, that are developed in whole or in part by or for Facebook or its affiliates throughout the world. "Marks," designated in an Event Exhibit as either "Facebook Marks" or "City Marks," shall mean the trademarks, trade names, logos, service marks, domain names and Uniform Resource Locators ("URL"s) for each respective Party, as specified in an Event Exhibit. "Personal Data" means any information in any form, whether true or not, that identifies, relates to, describes, is capable of being associated with, or could be linked directly, or indirectly, to or used to identify, contact or locate a natural person including by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, financial, cultural or social identity of that natural person. The term "Personal Data" includes any "personal information," "personal data," "personally identifiable information," "nonpublic personal data," or similar terms as defined by Data Protection Requirements, and also covers information of juristic persons and deceased natural persons where required under Data Protection Requirements. "Sponsorship" shall mean those marketing and promotional activities performed by Facebook for and in connection with its sponsorship of an Event as expressly set forth in an Event Exhibit. "Sponsorship Period" shall mean the period of Facebook's Sponsorship of the applicable Event(s) set forth in an Event Exhibit. "Territory" shall mean the geographic region(s) in which City's license to use Facebook Content and Facebook Marks is confined in relation to the Sponsorship and as specified in an Event Exhibit. "User" means any individual end user of any of the Facebook Properties 2. RESPONSIBILITIES OF THE PARTIES 2.1. Event Sponsorship Scope. From time to time during the Term of this Agreement, Facebook may agree to perform certain activities which shall constitute its Sponsorship of an Event as defined in the Event Exhibit(s) in the form of Exhibit A. The responsibilities of the Parties pertaining to such Event will be stated in an Event Exhibit, which will expressly incorporate the terms and conditions, and become part, of this Agreement. Event Exhibit(s) may be entered into by Facebook and City; Facebook Affiliate and City; City Affiliate and Facebook; or Facebook Affiliate and City Affiliate. Each Event Exhibit shall be deemed to be a stand-alone agreement that incorporates by reference the terms of this Agreement (mutatis mutandis) whereby each signing entity to the Event Exhibit shall be considered to be either "Facebook" or "City" referenced herein (as applicable, and references to 'Party' and 'Parties' herein shall be construed accordingly). City and any City Affiliate which wishes to participate in this Agreement must complete Facebook's onboarding process prior to providing any Event. City, City Parties and any approved subcontractors may be asked to provide the necessary documentation required to complete and pass a third -party assessment of data security measures. 2.2. Event. Subject to any express exceptions set forth in this Agreement, City will have sole responsibility for planning, developing, providing, hosting, serving and maintaining, at its expense, its web site(s), City Content, and any Event as needed to timely and continuously perform its obligations as set forth hereunder. In addition, City will ensure that all aspects of Facebook's Sponsorship are honored and fulfilled in accordance with the terms of this Agreement, including but not limited to terms pertaining to placement, exclusivity and prior approvals. 2.3. Subcontractine and City Parties. All workers will be employed and paid as employees of City and City may not subcontract the Event (in whole or in part) to any City Party without Facebook's prior written approval, which may be provided via email. City will ensure that any City Party (including subcontractors) it retains in connection with the Meta Confidential Event Agreement Amendment for Modify the Master Event Sponsorship Agreement - Generic (01.2023) Page 2 of 10 343 4EG'4! a i 9i0�lao�° performance of this Agreement, expressly agrees to all applicable City obligations, compliance requirements, representations, and warranties specified in the terms and conditions in this Agreement. To the extent City has received permission to subcontract Event to a City Party, if such City Party will interact with Government Officials, City must also request and receive written approval from a Facebook Compliance employee. Any such requests should be emailed to ComplianceDD60b.com. City will remain fully liable to Facebook for its and its City Parties' compliance and performance of City's obligations under this Agreement and any related Event Exhibit and will be responsible for all acts and omissions of its City Parties. 3. OWNERSHIP AND RESTRICTIONS 3.1. Ownership. Each Party's Content, Marks, products, and services are owned solely and exclusively by such Party. Each Party will retain all right, title and interest in and to its respective Content, Marks, products, services and other intellectual property worldwide, subject to the limited license granted to the other hereunder. Notwithstanding anything to the contrary, as between Facebook and City, City has no ownership of or right, title or interest in any Facebook Data, Facebook Information, Facebook Confidential Information, or the Facebook Properties. 3.2. License to Citv Content. City hereby grants to Facebook an irrevocable, worldwide, perpetual, royalty -free, fully paid up, transferable, sublicensable license to use, reproduce, modify, adapt, publicly display, publicly perform, distribute, make derivative works of, disclose and otherwise disseminate all City Content as expressly permitted by City in connection with the Event. Facebook shall have no obligation to use any or all of the City Content but may elect to do so in its sole discretion. To the extent that Facebook's Sponsorship allows Facebook exclusive rights to sponsor the Event or exclusive rights with respect to certain aspects of the Sponsorship then the license set forth in this paragraph shall be interpreted as being an exclusive license during the Sponsorship Period. 3.3. Omitted. 3.4. License to Facebook Content. Subject to the terms of this Agreement, Facebook grants to City a non-exclusive, non- transferable, non-sublicensable, limited license within the Territory and solely during the Sponsorship Period to use certain Facebook Content as expressly permitted by Facebook in the applicable Event Exhibit. 3.5. License to Facebook Marks. Subject to the terms of this Agreement, Facebook grants to City a non-exclusive, non- transferable, nonsublicensable, limited license within the Territory and solely during the Sponsorship Period to use Facebook Marks solely for the purpose of City's performance of its obligations under such Event Exhibit. Any use by City of Facebook Marks, including, but not limited to in any press releases, public announcements, marketing or promotion in connection with an Event, is subject to Facebook's prior specific written approval, in each instance of proposed use, as to the form, content and recipient list, audience and distribution of the proposed material. City's use of Facebook Marks must also comply with all applicable Facebook branding and trademark usage guidelines as set forth at https://www.facebookbrand.com/and as may be updated by Facebook from time to time. 3.6. Restrictions and ACknowledRements. Each Party hereby acknowledges and agrees that (a) except for any limited license that may be expressly granted pursuant to the terms of this Agreement, neither Party has any right, title or interest in or to the Content or Marks of the other Party, (b) all use by either Party of the other Party's Marks shall inure to the benefit of the Party owning such Marks, (c) no implied licenses are granted, and (d) subject only to the licenses expressly granted in this Section, each Party reserves all right, title and interest in and to its respective Content and Marks. Neither Party shall apply for intellectual property registration of the other Party's Content or Marks (or any mark confusingly similar thereto) anywhere in the world, and shall not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and/or reputation of the other Party's Content or Marks. 4. FINANCIAL CONSIDERATIONS 4.1. Pavment and Taxes. The fees quoted by City shall be exclusive of taxes. City guarantees that the pricing in each Event Exhibit shall remain fixed during the term of the Event Exhibit. Except as set forth in an Event Exhibit, City will not be entitled to any other payments, reimbursements, royalties or consideration of any kind. City agrees that it will not commence any Event under any Event Exhibit until both Parties sign an Event Exhibit and Facebook issues a purchase order ("PO") corresponding to that Event Exhibit. Facebook is not responsible for any payment to City if such conditions are not met. In no event will Facebook be responsible for any payment to any City Parties. Each Party shall be responsible for its own taxes that are imposed on it under applicable prevailing tax laws and regulations. Facebook may deduct or withhold any taxes that Facebook determines is legally obligated to deduct or withhold from any amounts payable to City under the applicable Event Exhibit and the remaining amount will constitute full payment to City of the amounts payable under the applicable Event Exhibit. If specified in an Event Exhibit, Facebook will reimburse City, at cost, for reasonable expenses incurred by City in performing the Event, subject to Facebook's pre -approval and travel policy. Meta Confidential Event Agreement Amendment for Modify the Master Event Sponsorship Agreement - Generic (01.2023) Page 3 of 10 343 4EG'4! a i 9i0�lao�° 4.2. Invoices. City shall invoice Facebook monthly for time and material Event Exhibit(s), and for fixed price Event Exhibit(s), City shall not invoice Facebook until Facebook's final acceptance of the Event. City will ensure that all invoices include the applicable PO number and be sent to the PO "Invoice To" address and Facebook shall not be liable to pay any invoice in the absence of such PO number or address. Payments shall be made in U.S. Dollars, or the applicable local currency as set forth in the Event Exhibit, within thirty (30) days of receipt of an undisputed invoice. City shall include with all invoices a description of work performed as well as supporting documentation to substantiate fees invoiced for payments to third parties. Facebook may require electronic invoicing and City will timely comply with Facebook's written instructions for such electronic submission of invoices. 4.3. Costs and Expenses. Unless otherwise specifically provided in an Event Exhibit, each Party shall bear its own costs and expenses in connection with its activities performed under such Event Exhibit. Notwithstanding the foregoing, however, any amounts paid by Facebook for or in connection with the Sponsorship shall be inclusive of any and all costs associated with the Sponsorship and Facebook will not be charged separately nor expected to pay such costs independently. S. WARRANTIES AND DISCLAIMERS 5.1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (a) the execution, delivery, and performance of this Agreement by such Party shall not conflict with any material agreement, instrument or undertaking to which it is a party or by which any of its property is bound; and (b) it has the power to enter into and perform the terms of this Agreement. 5.2. City Warranties: City represents and warrants to Facebook that: (a) it owns the City Marks and all City Content or otherwise has the rights to fulfill its obligations under this Agreement; (b) it has obtained all necessary waivers, clearances, rights in and licenses to City Content to fulfill its obligations under this Agreement; (c) it is solely responsible for any royalties or for any other payments to any third -party arising from Facebook's use of City Marks and City Content as well as Facebook's Sponsorship of the Event(s); (d) Facebook's use, reproduction, distribution, transmission, or display of City Content and City Marks and the City Content and City Marks themselves shall not infringe any intellectual property, publicity, privacy or personality rights of any third party; (e) City will comply with its obligations in Section 7 (Security and Privacy) and maintain appropriate security measures to comply with such obligations; (f) City will not record, copy, store, disclose, distribute, or disseminate any Facebook Data, Facebook Content, Facebook Information, Facebook Confidential Information, including any Personal Data for any purpose; (g) City Marks and City Content do not and will not contain any material that is unlawful or harmful, may give rise to civil liability, or otherwise violate any applicable local, state, national, or international laws, and (h) the Event(s) and City's activities under this Agreement and otherwise in connection with the hosting, management, operation, marketing and promotion of the Event(s) is and shall be in compliance with any and all federal, state and local laws, orders and regulations within and outside the Territory, as applicable and with all provisions of Applicable Laws and government regulations pertaining to the privacy and security of Facebook's Personal Data, Facebook Content, Facebook Information and Facebook Confidential Information, including but not limited to, Data Protection Requirement and the regulations promulgated thereunder and with all Facebook policies. 5.3. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 5 ABOVE, NEITHER PARTY MAKES ANY WARRANTIES EITHER EXPRESS OR IMPLIED, AS TO THE EVENTS, SPONSORSHIP, CONTENT, MARKS, OR INFORMATION PROVIDED HEREUNDER, AND HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THOSE OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. 6. PUBLICITY Subject to the terms of this Agreement, any publicity regarding Facebook's Sponsorship of an Event, including but not limited to publishing information and materials on web sites, printed material and descriptions of Facebook's Sponsorship of an Event shall be subject to Facebook's prior specific written approval and all applicable Facebook branding and trademark usage guidelines in each instance. Subject to City's prior specific written approval, Facebook shall be permitted to publicize its Sponsorship of an Event by any and all means now known or hereafter developed, including but not limited to on Facebook Properties. Except as expressly provided in this Agreement or the applicable Event Exhibit, City shall not issue any press release or endorsement which references this Agreement, its terms, or which includes statements attributable to Facebook without Facebook's prior written consent. 7. SECURITY AND PRIVACY 7.1. Site and Svstem Access. If City is granted access to any: (a) Facebook facility or location ("Site(s)"); or (b) Facebook's systems, networks, databases, computers, telecommunications or other information systems owned, controlled or operated by or on their respective behalf (collectively "System(s)"), then such access is subject to City's and the City Parties' compliance with all then -current Facebook policies. Any access to any Sites or Systems is strictly for the purpose of City's performance of the Event during the Term. Meta Confidential Event Agreement Amendment for Modify the Master Event Sponsorship Agreement - Generic (01.2023) Page 4 of 10 343 4EG'4! a i 9i0�ao�° 7.2. Data Securitv and Privacv. 7.2.1. City warrants and represents that City and its City Parties will be required to perform necessary security clearances in accordance with Applicable Law and City policy. 7.2.2. City warrants and represents that City and its City Parties: (a) shall establish and maintain an environment that meets the highest standards of industry practice to safeguard Facebook Confidential Information, Facebook Information and Facebook Data with the appropriate administrative, physical, organizational and technical safeguards that protect against the unauthorized or unlawful collection, destruction, loss, access, use, storage, alteration or disclosure of Facebook Information and Facebook Data; (b) shall include an appropriate network security program (that includes, without limitation, encryption in storage and transit); (c) and will not request, on Facebook's behalf, user passwords for any application, website, or other services that are not controlled by Facebook and City will not use or disclose for the purpose of serving advertisements any telephone number within the Facebook Data, unless expressly permitted by Facebook; (d) shall not, directly or indirectly, sell, rent, disclose, distribute, commercially exploit, or transfer any Facebook Confidential Information, Facebook Information or Facebook Data to any third party for any purpose whatsoever; (e) shall not collect, access, utilize, process, store, copy, modify, create derivative works of, or disclose any Facebook Information or Facebook Data except as specified in this Agreement or other documented instructions provided by Facebook; (f) only use, and retain the Facebook Information and Facebook Data solely for and at the direction of Facebook and for the purposes of providing the Event specified in the applicable Event Exhibit ("the Purpose"), and for no other individual or entity and for no other purpose, and (g) unless required by law, shall securely delete all Facebook Information and Facebook Data as soon as the Event have been completed and are no longer needed for the Purpose. 7.3. Security Breach. City shall notify Facebook at vendor-incidentCcOb.com immediately (and in any event, (i) no later than forty-eight (48) hours) or (ii) in accordance with the applicable Data Protection Requirement, whichever is shorter) following the discovery of any incident that involves or reasonably may involve the accidental or unlawful collection, destruction, unauthorized access to, use, alteration, disclosure, processing, or loss of any Facebook Information or Facebook Data or any other suspected breach or compromise of the security, confidentiality or integrity of any Facebook Information or Facebook Data ("Security Incident"). City shall provide to Facebook any and all information relating to such Security Incident and assistance Facebook requires to enable it to discharge its obligations under Data Protection Requirement including all information required to be notified to the supervisory authority pursuant to applicable Data Protection Requirement and resources and assistance as are required by Facebook in connection with such notification and for Facebook's notification to the relevant data subjects of such Security Incident, as applicable. Unless required by Data Protection Requirement, City shall not notify or make any statement (or provide any documents) to any third party (including but not limited to the media, vendors, consumers, relevant regulators and supervisory authorities and individuals affected by a Security Incident) about such Security Incident and/or matters concerning any Facebook Information or Facebook Data, without the prior written approval of Facebook. Where City is legally required to make a statement (or provide any documents) without the approval of Facebook, City shall promptly provide to Facebook a copy of any such statements or documents unless prohibited by Applicable Law. Facebook may take enforcement action against City, including but not limited to, limiting, suspending, or terminating City's access to all or any portion of Facebook Data or taking other action that may be reasonably necessary to protect the privacy or security of Facebook Data, if: (i) Facebook determines in its reasonable discretion that City has violated this Agreement; and/or (ii) City fails to reasonably cooperate with Facebook's reasonable request from time to time for information regarding City's privacy and security practices. 7.4. Data Protection. To the extent applicable, Company shall comply with the Data Protection Addendum in Exhibit B (the "DPA") 8. INDEMNIFICATION. To the extent permitted by Texas law and without waiving its sovereign immunity, City will defend, indemnify and hold harmless Facebook, its affiliates and their respective officers, directors, employees, sublicensees, contractors, users and agents from any and all third party claims, losses, liabilities, damages, expenses and costs (including attorneys' fees and court costs) arising out of or related to: (a) any actual or alleged breach of any representation, warranty or other provision of this Agreement by City or City Parties; (b) any actual or alleged infringement of any intellectual property rights by the City Content Marks or Facebook's use of the City Content; and (c) any personal injury and property damage caused by City; (d) the misuse of Facebook Data, Facebook Information, Facebook Content or Facebook Confidential Information and/or violation of any Applicable Law in the performance of this Agreement; (e) breach of Section 7 (Security and Privacy), Section 12.11 (Compliance with Laws) or Section 12.12 (Anti -Corruption); and/or (f) the negligence, acts, omissions or breach of City or City Parties (each a "Claim"). Facebook shall give prompt written notice of a Claim and Facebook has the right (but no obligation) to participate in the defense of such Claim at its expense. In no Meta Confidential Event Agreement Amendment for Modify the Master Event Sponsorship Agreement - Generic (01.2023) Page 5 of 10 343 4EG'4! a i 9i0�lao�° event will City settle any Claim without Facebook's prior written consent, not to be unreasonably delayed. City shall be responsible for the costs of Facebook's enforcement of this provision if such costs are incurred due to City's failure to respond to, defend or properly mitigate or address any Claim. Nothing contained herein shall ever be construed so as to require City to assess, levy and collect any tax to fund its obligations under this paragraph. Article XI Section 5 of the Texas Constitution provides that a city is prohibited from creating a debt unless the city levies and collects a sufficient tax to pay the interest on the debt and provides a sinking fund. The City of Fort Worth has not and will not create a sinking fund or collect any tax to pay any obligation created under this section. 9. CONFIDENTIAL INFORMATION 9.1. Disclosures. "Confidential Information" includes, without limitation, all technical and non -technical information provided by a Party ("Disclosing Party") to the other Party ("Receiving Party") that is either: (a) designated as confidential by the Disclosing Party at the time of disclosure; or (b) should reasonably be considered confidential, given the nature of the information or the circumstances surrounding its disclosure. Notwithstanding the above, all Facebook Information, Facebook Data and all technical and non -technical information concerning or related to Facebook's and any of its Affiliates' products, services, online properties (including the discovery, invention, research, improvement, development, marketing, or sale thereof), financial data and models, business and marketing plans and any information related to the foregoing constitutes the Confidential Information and property of Facebook (as it relates to this Agreement). Notwithstanding anything to the contrary or any confidentiality marking, Background Technology and Third -Party Materials shall be deemed Confidential Information except to the extent they are incorporated into an Event. The Receiving Party will not: (1) use any Confidential Information except for the sole benefit of the Disclosing Party and only to the extent necessary to provide the Event; or (2) disclose any Confidential Information of the Disclosing Party to any person or entity, except to those who are involved in performing this Agreement, have a need to know, and have signed a non -disclosure agreement with terms no less restrictive than those herein. 9.2. Exclusions. Except for Facebook Information and Facebook Data, Section 9.1 will not apply to any information that: (a) is rightfully known by the Receiving Party prior to disclosure by the Disclosing Party; (b) is rightfully obtained by the Receiving Party from a third party without restrictions on disclosure; (c) is disclosed by the Receiving Party with the prior written approval of the Disclosing Party; or (d) to the extent required by law or court order so long as Receiving Party provides advance notice to the Disclosing Party as promptly as possible and cooperates with the Disclosing Party's efforts to obtain a protective order regarding such disclosure. City warrants and represents all City Parties have agreed in writing to be bound by confidentiality obligations no less restrictive than those contained in this Agreement. 9.3. Return of Materials. Promptly following the earlier of a request by the Disclosing Party or upon expiration or any termination of this Agreement or any Event Exhibit, the Receiving Party will promptly securely and permanently destroy or (if requested) return the Disclosing Party's Confidential Information, Facebook Information and any Facebook Data in its control and all copies thereof and provide the Disclosing Party with written confirmation of the same, provided that the Receiving Party may retain a single archival copy of Confidential Information if required to do so under Applicable Law. 9.4. City understands and agrees that Facebook may currently or in the future be developing information internally or receiving information from other parties that may be similar to City's Confidential Information. Nothing in this Agreement will prohibit Facebook from developing (or having others develop) products, services or any other materials that compete with City's products or services. Notwithstanding anything to the contrary, if City provides any ideas, suggestions or recommendations to Facebook regarding Facebook's products, services or Confidential Information ("Feedback"), Facebook is free to retain, use and incorporate such Feedback in Facebook's and/or its affiliates' products and/or services, without payment of royalties or other consideration to City. 9.5. Notwithstanding anything to the contrary herein, Facebook understands and agrees that the 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. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. 10. LIMITATION OF LIABILITY 10.1. EACH PARTY'S MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF THE TOTAL AMOUNTS PAID BY FACEBOOK TO CITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR ONE MILLION DOLLARS ($1,000,000). 10.2. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Meta Confidential Event Agreement Amendment for Modify the Master Event Sponsorship Agreement - Generic (01.2023) Page 6 of 10 343 4EG'4! a i 9i0�lao�° 10.3. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE PROVISIONS OF SECTION 10.2 ABOVE WILL NOT APPLY TO OR WAIVE ANY DAMAGES ARISING OUT OF OR RELATED TO CITY'S INDEMNITY OBLIGATIONS, ITS BREACH OF ANY REPRESENTATIONS AND WARRANTIES, INFRINGEMENT OF FACEBOOK'S INTELLECTUAL PROPERTY RIGHTS, ITS BREACH OF SECTIONS 7 (SECURITY AND PRIVACY), SECTION 9 (CONFIDENTIALITY), SECTION 12.11(ANTI-CORRUPTION, AND/OR SECTION 12.12 (COMPLIANCE WITH LAWS). THE PARTIES AGREE THAT THE ABOVE PROVISIONS FAIRLY ALLOCATE THE PARTIES' RISKS AND ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN. 11. TERM AND TERMINATION 11.1. Term of this Agreement. The term of this Agreement will begin on the Effective Date and continue for a period of one (1) year or the duration of the Sponsorship Period, whichever is longer, automatically renewing thereafter for additional one (1) year periods, unless terminated earlier as per this Section. The initial term and all renewal terms are collectively referred to as the "Term." 11.2. Term of an Event Exhibit. The term of each Event Exhibit shall be the Sponsorship Period, subject to earlier termination pursuant to this Agreement. 11.3. Termination for Cause. Either Party may terminate this Agreement, including any Event Exhibit(s) hereunder, in the event of a material breach of this Agreement by the other Party if such material breach remains uncured for a period of thirty (30) days following proper written notice by the non -breaching Party. 11.4. Termination for Convenience. Either Party may terminate this Agreement or any Event Exhibit(s) for any or no reason upon ten (10) days written notice to the other Party. 11.5. Effect of Termination: Upon the expiration or termination of this Agreement or any Event Exhibit ("Termination Date"): (a) each Party will cease using the Content and Marks of the other, except as the Parties may otherwise agree in writing, and (b) City will continue to honor and fulfill the Sponsorship for the duration of the Sponsorship Period, unless otherwise agreed by Facebook in writing or unless otherwise specifically set forth in the corresponding Event Exhibit. If this Agreement or an Event Exhibit is terminated per Section 11.3, City will return any prepaid costs and prepaid Sponsorship fees. 11.6. Survival. The following provisions of this Agreement, and corresponding provisions of any of the Event Exhibit(s), will survive the expiration and any termination of this Agreement: Sections 1, 2.3, 3, 5.3, 6, 7, 9, 10, this Section 11.6 and 12. Notwithstanding anything to the contrary in this Agreement, City's obligations regarding Facebook Data will survive any termination or expiration of this Agreement to the extent City continues to retain or otherwise process Facebook Data (as such retention or processing may be permitted under the Agreement or Applicable Law). 12. GENERAL 12.1. Entire Agreement. This Agreement is the entire agreement of the parties and supersedes all previous or contemporaneous agreements between the parties relating to its subject matter. If the terms of any Event Exhibit conflict with the terms in the body of this Agreement, the terms of the applicable Event Exhibit will prevail as to the pricing, delivery dates and description of the applicable Event and Sponsorship but will not prevail over, modify or terminate any surviving provision of this Agreement. This Agreement or any Exhibit may only be modified by an amendment signed by the Parties. 12.2. Exclusive Sponsorship. If a Sponsorship is designated on an Event Exhibit as an exclusive Sponsorship then City hereby covenants and agrees that: (a) City will not solicit, accept sponsorships or advertising from or permit any third party to be a sponsor, advertiser, host or promoter of or provide marketing and promotional activities for, or to be in any way affiliated or associated with, an Event, without the prior written approval of Facebook, and (b) City will not permit any competitor of Facebook, as determined by Facebook, to sponsor, advertise, promote, host or participate in the applicable Event(s) to which Facebook's exclusive Sponsorship applies. Notwithstanding the foregoing or anything to the contrary, City understands that in no event shall Facebook have or be committed to any exclusivity to City and City agrees that Facebook may offer, host, advertise, market, sponsor and/or participate in, whether alone or in collaboration with others, any events that are the same as, similar to, and/or competitive with the Event(s) covered by this Agreement. 12.3. No Aaencv. City is an independent contractor and not as an employee, partner, agent or joint venturer. City will be solely responsible for any and all obligations and payments due with respect to its City or City Parties. Neither Party will make any commitment, by contract or otherwise, binding upon the other or represent that it has any authority to do so. City agrees that no exclusivity is granted by Facebook and that Facebook reserves the right to use other Companies to conduct activities similar to any Event. 12.4. Governing Law. This Agreement will be governed and construed under the laws of the State of Texas without regard to conflicts of law provisions. Any suit or proceeding arising out of or relating to this Agreement will be brought in the Meta Confidential Event Agreement Amendment for Modify the Master Event Sponsorship Agreement - Generic (01.2023) Page 7 of 10 343 4EG'4! a i 9i0�ao�° federal or state courts, as applicable, in Tarrant County, Texas, and each Party irrevocably submits to the jurisdiction and venue of such courts. 12.5. Insurance. City, at its sole cost and expense, will maintain in effect at all times during the Term adequate insurance to cover any liabilities which may arise as a result of City's performance under this Agreement. City's insurance coverage, however, will not limit City's liability under this Agreement. City shall be allowed to retain (self -insure) in whole or in part any insurance obligations required herein. 12.6. Nondiscrimination. Meta Platforms, Inc. is a federal contractor and maintains an equal opportunity/affirmative action program in accordance with Applicable Law. As a result, City must, in accordance with Applicable Law, afford equal employment opportunity to all of its applicants and employees, regardless of their race, color, national origin, sex, age, religion, marital status, sexual orientation, gender identity and gender expression, protected veteran status, disability, or other basis protected by law. As a result, but only if applicable, City shall abide by the requirements of 41 CFR 60- 1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or veteran status. 12.7. Assienment. Neither Party may assign this Agreement without the prior written consent of the other Party and any attempt to do so will be null and void. Notwithstanding anything to the contrary in this Agreement, Facebook may assign this Agreement to (a) any affiliate, or (b) any entity in connection with a reorganization, merger, consolidation, acquisition, or other transaction involving all or substantially all of the voting securities or assets of Facebook, upon written notice to City. 12.8. No Third -Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the Parties to this Agreement may enforce it. 12.9. Waiver and Severabilitv. No provision of this Agreement will be waived by any act, omission or knowledge of a Party or its agents or employees except specifically in a writing signed by the waiving Party. If any provision is deemed by a court unenforceable or invalid, that provision will be stricken or modified and the remainder of this Agreement will be in full force and effect. 12.10. Records. Upon reasonable prior notice, Facebook may inspect City's records (no more than twice per year) to verify City's compliance with this Agreement. City will provide Facebook with any assistance and information it may reasonably require to audit and confirm compliance with the provisions of this Agreement. In addition, City shall furnish such records immediately upon Facebook's written request, if such request is made in reference to any compliance or reporting requirement, investigation or inquiry under any law governing Facebook, its activities, and/or Facebook's engagement of City. City will keep and maintain complete and accurate records in connection with its performance of the Event(s), including all fees charged Facebook and will retain these records for at least five (5) years after expiration or termination of this Agreement. Facebook agrees that City shall, until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Facebook involving transactions relating to the Agreement. Facebook agrees to, upon reasonable prior notice, provide all such records to the City. 12.11. Anti -Corruption. City, on behalf of itself and City Parties, represents and warrants that it has complied and shall comply with all Applicable Laws, rules, and regulations relating to anti -bribery and corruption and that it has used and shall use only legitimate and ethical business practices; and shall refrain from offering, promising, paying, giving, authorizing the paying or giving of, soliciting, or accepting money or anything of value (including facilitation of payments), discounts, rebates, gifts, use of materials, facilities or equipment, entertainment, hospitality, drinks, meals, transportation, lodging, or promise of future employment, directly or indirectly, to or from (a) any Government Official to (i) influence any act or decision of a Government Official in his or her official capacity, (ii) induce a Government Official to use his or her influence with a government or instrumentality thereof, or (iii) otherwise secure any improper advantage; or (b) any person in any manner that would constitute bribery or an illegal kickback, or would otherwise violate applicable anti -corruption law. "Government Official" means any official or employee of (1) any national, regional, or local government in any country, (2) any government -owned or -controlled enterprise; (3) any public educational, scientific, or research institution; (4) a political party; (5) any candidate (including the candidate) for public office; (6) a public international organization; and any person acting on behalf of or any relatives, family, or household members of any of those listed above. Facebook may immediately terminate this Agreement if City fails to comply with this Section. Meta Confidential Event Agreement Amendment for Modify the Master Event Sponsorship Agreement - Generic (01.2023) Page 8 of 10 INB2728343 4EG'4! a 9i0�ao�° 12.12. Compliance with Laws. City's and City Parties' performance under this Agreement will be in compliance with 1) all Applicable Laws, environmental, health and safety codes and all other relevant provisions pertaining to the privacy and security of Facebook Information, Personal Data, Facebook Data and Facebook Confidential Information, including but not limited to the Data Protection Requirements; and 2) all Facebook policies that are made available to the City. 12.13. Trade Compliance. City shall be responsible for exporting and importing (including temporary imports), in accordance with the applicable Incoterm 2020, all deliverables and City Confidential Information required for performance of the Event(s). City will comply with all applicable export controls, import controls and trade sanctions applicable to the provision of commodities, software, technology or Event(s) under this Agreement. City shall obtain, at its sole cost and expense, any export and import (temporary and permanent) license and other official authorization and carry out all required export and customs formalities. City shall notify Facebook, if City will provide deliverables or City Confidential Information subject to the terms of an export license or authorization that contains conditions or restrictions on Facebook's use, transfer, sale, export or re-export of said items. Upon request, City shall provide any requested export classification information. In no event shall City provide deliverables controlled for export on a Munitions List. City represents and warrants that neither City, nor City Parties, are the target of sanctions imposed by the United States, United Kingdom, European Union, or United Nations. City represents and warrants that the Event(s) provided and/or activities conducted under this Agreement are not prohibited by applicable economic sanctions or trade restrictions. 12.14. Notices. Any notice hereunder will be in writing to the address set forth above (and in the case of Facebook, to Legal- Notices@fb.com, attention: Facebook Legal and in the case of a Security Incident, shall also include vendor- incident@fb.com) and will be deemed given: (i) upon receipt if by personal delivery; (ii) upon receipt if sent by certified or registered mail (return receipt requested); or (iii) one (1) day after it is sent if by next day delivery by a major commercial delivery service or by electronic mail. If City becomes aware that any violation of the terms of Section 2.3 (Subcontracting and City Parties), Section 12.11 (Anti -corruption) or Section 12.13 (Trade Compliance), has occurred, is threatened, or has been requested by any person or entity (including by an employee or representative of Facebook), it shall provide prompt notice to Facebook of the facts and circumstances associated with such violation or request. 12.15. Counterparts. This Agreement, including its Event Exhibit(s), may be executed by way of electronic signature in counterparts including PDF and other electronic copies, each of which will be deemed an original and together will constitute the same instrument. Accepted and agreed to by: Accepted and agreed to by: City of Fort Worth Meta Platforms, Inc. Matt Mun-a� ,Ir4g al to �01-W awy Katie comer Signature: �� LJ,,J1 n _ _ _ In n rl l looall „IA 1, 11 IN317:01 CDT) Kati, C—pr ( —JR Jn1 q 11 )7 FnT) Katie Comer Print Name: Matthew Murray Print Name: Assistant City Attorney Community Development Print Title: Print Title: VaZwte W,�tr Signature: ri va1,, Wa hin to W.", 9 410 )0 CDT) Print Name: Valerie Washington Assistant City Management Print Title: Meta Confidential Event Agreement Amendment for Modify the Master Event Sponsorship Agreement - Generic (01.202 ) Page 9 of 10 4�r'AC � � I gAA�pytio Attachment A Data Protection Attachment 1. Meta sharing personal data with the City 1.1 Will Meta be sharing any personal data with Company in connection with this Event Exhibit? Yes ❑ No 1.2 Will City process such personal data as a processor and/or a controller? Processor ❑ and/or Controller ❑ 2. City sharing personal data with Meta Will Company be sharing any personal data with Meta in connection with this Event Exhibit? Yes ❑ No Meta Confidential Event Agreement Amendment for Modify the Master Event Sponsorship Agreement - Generic (01.2023) Page 10 of 10 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: 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. By: Name: Roger Grantham Title: Environmental Supervisor Date: May 23, 2023 ATTEST: By: Name: Jannette Goodall Title: City Secretary 4,dp44pnn� �bF FoRr 4aa v� o °� 0, Goo ° •Id Pvo o=d ?p o *AC aNb tKOVpp OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX INB2676470 yAO ,p4EG'4! � x * � r a ► Event Sponsorship Exhibit and Attachment A This Event Sponsorship Exhibit and Attachment A ("Event Exhibit") describes the Event and Sponsorship that Company will provide to Meta under the terms of the Master Event Sponsorship Agreement (as amended) entered into between City of Forth Worth ("Company") and Meta Platforms, Inc. (formerly known as Facebook, Inc.) ("Meta") on January 01, 2022 (the "Agreement"). For the purposes of this Event Exhibit, references to "Facebook" in the controlling Agreement (e.g. the Master Event Sponsorship Agreement) shall be deemed to refer to "Meta" as defined herein. Company and Meta are each a "Party" and together the "Parties" under this Agreement. For the purposes of enforcing the provisions of the applicable data protection laws and legislation (1) Meta Platforms Ireland Limited will be a Party to this Event Exhibit and the Meta data controller for personal data in the United Kingdom and EU member states; and (2) Meta Platforms, Inc. will be a Party to this Event Exhibit and the Meta data controller for personal data outside of the United Kingdom and EU member states. This Event Exhibit shall be effective as of March 01, 2023 ("Event Exhibit Effective Date"). Capitalized terms used and not defined in this Event Exhibit have the meanings given such terms in the Agreement. Company Meta Project Manager: Mashaal Atif Project Manager: Holli Davies Email: Mashaal.Atif@fortworthtexas.gov Email: hollidavies@fb.com 1. EVENT TERMS 1.1. Event. Company shall organize and present the "Keep Fort Worth Beautiful and The Trinitv River Waterwheels Initiative" as described in Section 1.2 below. 1.2. Responsibilities of the Parties. The Parties mutually agree to host the Event on April 10, 2023, in Forth Worth, Texas as further detailed in this Section 1.2. (a) Companv Responsibilities. Company will provide the following: i. Photo opportunity with shovel at groundbreaking ceremony ii. Meta logo on wheel signage iii. Personal tour of waterwheel with Company board members iv. Quarterly metrics update V. Donor gift vi. Meta logo on opening ceremony banner vii. Meta logo on the Company website viii. Meta logo on groundbreaking ceremony program ix. Meta logo on opening ceremony program X. Thank you letter xi. Invitation to the groundbreaking ceremony with name listed on printed Event program xii. Invitation to the opening ceremony with name listed on printed Event program xiii. Meta name will be listed on the Company website (b) Meta Responsibilities. Meta will provide the following with respect to its Sponsorship of the Event: i. Sponsorship funding per Section 1.3 below ii. Meta logo, subject to Section 3.5 of the Agreement iii. Meta employees to attend the Event iv. Excerpt about Meta on the Company website V. Provide booth at opening ceremony 1.3. Costs and Expenses. Meta shall pay to Company $50,000.00 USD to sponsor the Event. 1.4. Sponsorship Period. From March 01, 2023, until April 30, 2023. 1.5. Exclusive Sponsorship Rights for Meta: ❑ Yes ❑x No 1.6. Additional Information. Not Applicable. 1.7 Special Instructions: 1.7.1 Data Protection. To the extent applicable (and as further specified in Attachment A, "Data Protection Attachment" to this Event Exhibit), Company shall comply with the terms available at htti)://www.facebook.com/legal/terms/Privacv (or a successor location) (the "DPA") which are hereby incorporated by reference into this Event Exhibit. For the purposes of the DPA and this Event Exhibit, Company shall be a "Service Provider" to the extent "Processor" is checked and "Third Party" to the extent "Controller" is checked in the Attachment A to this Event Exhibit. 1.7.2 Companv Shared Data. To the extent that shares any personal data with Meta, Company will ensure that (a) any personal data it transfers to Meta (or any of its Affiliates) ("Company Shared Data") is not subject to any prohibitions or restrictions which would prevent or restrict Company from disclosing or transferring such Company Shared Data to Meta (or its Affiliates) and (b) all fair processing notices have been given and/or valid consents (including marketing consents) have been obtained from the data subjects and have not been withdrawn, or Company otherwise has a lawful basis for disclosing or transferring the Company Shared Data to Meta (or its Affiliates). Meta Confidential Event Sponsorship Exhibit & Attachment A with Personal Data (01.2022) 1 of 4 IN 676470 . Except as expressly provided herein, nothing in this Event Exhibit shall be deemed to waive or modify any of the provisions o- e Agreemen which otherwise remains in full force and effect. In the event of any conflict between the Agreement and this Event Exhibit, this Event Exhibit shall prevail with regard to the subject matter herein. WITH INTENT TO BE BOUND, Company and Meta, by signature of their authorized representatives, have executed this Event Exhibit as of the Event Exhibit Effective Date. Accepted and agreed to by: City of Fort Worth Signature: VaGgn Gvafhlkg,toe Valerie Washin ton (Nov 3, 202e 10:25 CDT) Name. Valerie Washington Title: Assistant City Manager Accepted and agreed to by: Meta Platforms, Inc. cq^ature: K�fLE Katie Comer Nov 3, 202211:27 CDT) Name: Katie omer Title: Community Development Meta Confidential Event Sponsorship Exhibit & Attachment A for Personal Data (01.2022) 2 of 4 Attachment A Data Protection Attachment 1. Meta sharing personal data with the Company 1.1 Will Meta be sharing any personal data with Company in connection with this Event Exhibit? 1.2 Will Company process such personal data as a processor and/or a controller? 2. Company sharing personal data with Meta Will Company be sharing any personal data with Meta in connection with this Event Exhibit? 3. Description of processing The nersonal data processed in connection with this Event Exhibit may include the following: INB2676470 a Yes No ❑ Processor ❑ and/or Controller Yes ❑ No Column A Column B Category Description Personal Data Personal Data shared by Meta shared by with Company Company with Meta Categories of Users of and visitors to Meta platforms and products ❑ ❑ data subjects Meta employees and/or their spouses and dependents ❑X ❑ Contractors, consultants, freelancers, contingent workers and/or temporary agency ❑ ❑ workers Potential personnel of Meta, including job applicants/candidates ❑ ❑ General public ❑ ❑ Individuals that feature in any deliverables ❑ ❑ Company personnel ❑ ❑ Other — please specify: ❑ ❑ Categories of Name ❑X ❑ personal data Other personal details about the data subject (such as gender, date of birth, place ❑ ❑ of birth or nationality) Personal details issued by a public authority (such as passport, driver's license or ❑ ❑ social security number) Contact information (such as address, phone number or e-mail address) ❑ ❑ Education, qualification or training details ❑ ❑ Employment details ❑X ❑ Financial details ❑ ❑ Other — please specify: ❑ ❑ Sensitive data All categories below ❑ ❑ None of the categories below 0 ❑ Personal data regarding racial or ethnic origin ❑ ❑ Personal data regarding political opinions ❑ ❑ Personal data regarding religious or philosophical beliefs ❑ ❑ Personal data regarding trade union membership ❑ ❑ Meta Confidential Event Sponsorship Exhibit & Attachment A for Personal Data (01.2022) 3 of 4 NR-_1e7C­179 k"J. Genetic data and biometric data (such as fingerprint and retinal scan) ❑ ❑ Data concerning health ❑ ❑ Data concerning a natural person's sex life or sexual orientation ❑ ❑ Frequency of the data transfer: Continuous basis ❑ or One-off basis ❑x Nature and The performance of such operations as may be necessary to carry out the Meta's (as data exporter) instructions in connection purpose of the with the Event(s) provided by Company (as data importer). Such processing operations may include, but are not limited processing to, collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction, as required by Meta to enable (check all that apply): Meta to receive the benefit of the Events and/or any deliverables ❑X ❑ Company to provide the Events and/or any deliverables ❑ N/A Company to provide benefits to Meta personnel ❑ N/A Company to provide the Events and/or any deliverables to Meta users ❑ N/A Other — please specify: ❑ ❑ 4. Company's Approved Sub -processors None Meta Confidential Event Sponsorship Exhibit & Attachment A for Personal Data (01.2022) 4 of 4