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HomeMy WebLinkAboutContract 59682oksey CSC No.59682 STRATEGIC COMMUNICATIONS AGREEMENT BETWEEN COOKSEY COMMUNICATIONS, INC. AND THE CITY OF FORT WORTH THIS AGREEMENT ("Agreement") is effective as of June 23, 2023 (the "Effective Date") by and between Cooksey Communications, Inc., a Texas corporation ("Cooksey" or "Contractor") whose address is 5525 N. MacArthur Blvd., Suite 530, Irving, Texas 75038; and the City of Fort Worth, Texas ("Client"), whose office address is 200 Texas Street, Fort Worth, Texas 76102. WHEREAS, Cooksey is a strategic communications firm that specializes in working with public sector clients dealing with critical infrastructure issues; and WHEREAS, Client desires to retain Cooksey as an independent contractor to provide strategic communications services related to public sector organizations and departments involved in the City's provision of emergency medical services. In consideration therefore, Client agrees to pay Cooksey a project retainer of TEN THOUSAND DOLLARS ($10,000), plus five percent (5%) CSTIM fee of $500 covering routine expenses for the term of this Agreement, as outlined below, with the consulting fee allowing Cooksey to perform up to 45 hours of service at its current blended hourly billing rate of $225. In so contracting, the parties agree that Cooksey is an independent contractor and is not an employee, partner, or co -venture of the Client. The way Cooksey's services are rendered shall be within Cooksey's sole control and discretion. Cooksey is not authorized to sign any sponsorship or other agreement on behalf of the Client without prior review and approval by an authorized party of the Client. Scope of Work In consideration for the fees and the mutual covenants contained in this Agreement, the Client and Cooksey agree that Cooksey will provide the public relations and strategic communications services listed below, not to exceed 45 hours of service as stipulated above: Participating in meetings and calls with the City's Chief Communications Officer, Assistant City Manager or other City Management, Department leaders, Public Safety officials and other public sector officials as needed to understand the issues, help develop a communications strategy, plan and appropriate messaging, and consult and advise as desired by the Client; Developing draft communications plans, materials, messages and other documents as needed for use by the Client and its relevant Departments and officials; and Being on -call 24/7 to assist and advise with other related strategic communications needs. Billing The project will be pre -billed at the beginning of the engagement. All invoices are due net 30 calendar days from the invoice date, unless expressly stipulated otherwise. Payments received after 30 calendar days of the invoice date shall be subject to late charges at a rate of one -and -a -half percent (1.5%) per month (18% per annum). OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Cooksey Communications Agreement for the City of Fort Worth, June 21, 2023, continued At the conclusion of the engagement, or monthly as appropriate, Cooksey will invoice the Client for any non -routine, out-of-pocket expenses incurred in performing the contracted services (see Expenses and Exclusions section below). Additional Fees/Hours It is not typical for Cooksey to bill for a small number of additional hours worked on a project, so long as this overage is less than 10 percent (10%) of the hours that are covered by the total project fee. In the course of performing services, if it becomes apparent that satisfactory performance of any of the Agreement -stipulated services will cause Cooksey to exceed the hours compensated by the project fee by more than 10 percent (10%), Cooksey will promptly notify the Client, provide a written estimate of the additional hours required and obtain advance written approval from the Client of any additional fees before undertaking and completing extra work. If no further services are desired by the Client, Cooksey shall deliver the work performed within the Agreement -covered hours and will receive the normal fee associated with such deliverables in accordance with this Agreement. If the Client requests new services or projects not specifically delineated in this Agreement, Cooksey will provide a written estimate of the hours and costs associated with those services or deliverables and will require advance, written approval before undertaking any additional work. Any such incidental work would be estimated and, if approved by the Client, performed at the billing rate described above, or as agreed to in writing. In the event no funds or insufficient funds are appropriated by Client in any fiscal period for any payments due hereunder, Client will notify Cooksey of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the Client of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. Expenses and Exclusions Cooksey, for the benefit of the Client, may incur non -routine, third -party expenses in the course of implementing the requested services, including but not limited to such items as newswire services, clipping services, photography, outsourced printing costs and other expenses charged by third -party vendors. Any such third -party vendor expenses will be billed directly by the vendor to the Client, unless otherwise agreed to mutually by Cooksey and the Client. Expenses handled by Cooksey will incur a 15 percent markup. Any individual, third -party vendor expenses over $250 must be approved in advance, in writing, by the Client. Unless the proposed scope of services stipulates otherwise, the project fee outlined above does not include Cooksey's creative design services or creative production costs, or other related expenses. Should the Client require any such creative services or associated production expenses, these services and expenses would be estimated separately by Cooksey for the Client's advance, written approval prior to undertaking the services desired. Client Services, Technology and Information Management (CSTIM) Fee Each invoice shall 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 travel to/from meetings and events (up to 100 miles from the Cooksey office); photocopies and in-house printing; courier or delivery charges; subscriptions for online media resources such as Cision (global media database and intelligence service); subscriptions for videoconferencing services (Zoom, WebEx, Microsoft Teams, etc.); maintenance of communications 2of6 2 1 P a g e Cooksey Communications Agreement for the City of Fort Worth, June 21, 2023, continued infrastructure for 24/7 client service; and subscriptions to base -level versions of electronic marketing services such as SurveyMonkey (Standard Annual plan only). For the City of Fort Worth project fee of $10,000, the total CSTIM fee will be $500, which will be billed on the initial upfront retainer invoice. If Cooksey expects to incur any extraordinary, non -routine expenses that would exceed the amount covered by the CSTIM fee, Cooksey will notify the Client prior to incurring such charges and seek advance, written approval from the Client to invoice for those extraordinary expenses. Media Buying and Sequential Liability If Cooksey is placing or buying media for the Client (paid advertising), then the Client must provide written approval for and sign media plans before insertion orders and purchase orders can be created and submitted to the media organization. Unless expressly agreed otherwise in writing between Cooksey and the Client, purchases made by Cooksey on the Client's behalf shall be subject to a 15 percent (15%) markup, consistent with other external expenses where Cooksey is providing credit to the Client. This markup shall be waived only if the media organization is billing the Client directly for such media purchases. All Cooksey-submitted insertion orders and purchase orders shall make it clear that responsibility for payment to the media organization lies with the Client, not with Cooksey. Cooksey shall only be responsible for timely payment to media when Cooksey has received timely payment from the Client. In cases where payment is not made in a timely manner to Cooksey, any late charges or other fees consequently assessed by the media organization shall be the sole responsibility of the Client. Term of Service and Renewal Cooksey's provision of services shall end when the retainer -covered hours have been exhausted, subject to the 10 percent (10%) overage allowance discussed above, or one year from the Effective Date, whichever comes first. Either party may terminate this Agreement for any reason at any time upon 30 days' prior written notice to the other party. Should the Agreement be terminated prior to the Agreement -specified end date, then Cooksey will invoice the Client for all previously unbilled work that is completed to the Client's satisfaction by the end of the 30-day notice period. When and if the initial project fee is exhausted, the parties may agree to renew the agreement upon terms mutually agreeable to both parties, as set forth in a separate, written document executed by both parties at such time. Confidentiality All confidential information will be held confidential by Cooksey and will not be discussed with outside parties without the Client's prior consent, unless required by applicable law. Client is a government entity under the laws of the State of Texas and all documents held or maintained by Client are subject to disclosure under the Texas Public information Act. In the event there is a request for information marked Confidential or Proprietary, Client shall promptly notify Cooksey. It will be the responsibility of Cooksey to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by Client, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 3 of 6 3 1 P a g e Cooksey Communications Agreement for the City of Fort Worth, June 21, 2023, continued Indemnity Cooksey agrees to indemnify and save Client harmless from and against all liability, including all actions, claims, damages, costs and attorneys' fees, that the Client may incur (or to which the Client may be a party), arising out of related to Cooksey work product, excepting only when such actions, claims, damages, costs and attorneys' fees result from information, graphics or text provided to Cooksey by the Client. Client's Intellectual Property Cooksey shall not use or be entitled to any Client Intellectual Property, including but not limited to Client trademarks, trade dress, copyright, trade secrets or proprietary information, without the express written permission of the Client or as otherwise expressly stipulated elsewhere in this Agreement. Granting a license to use in any one instance shall not be deemed to be a license in any other instance. Cooksey's Intellectual Property Client shall not use or be entitled to any Cooksey intellectual property, including but not limited to media lists, Cooksey trademarks, trade dress, copyright, trade secrets or proprietary information, without the express written permission of Cooksey or as otherwise expressly stipulated elsewhere in this Agreement. Granting a license to use in any one instance shall not be deemed to be a license in any other instance. Nntirac Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered byfacsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: �����1� �7111�1►�1� City of Fort Worth Attn: Assistant City Manager 200 Texas Street Fort Worth TX 76102 Facsimile: With Copy to the City Attorney at same address Right to Audit TO COOKSEY: Cooksey Communications Attn: Colby Walton 5525 N. MacArthur Blvd., Suite 530 Irving, TX 75038 With copy to Finance & Administration Manager Tenika Luke at same address Cooksey agrees that Client 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 Cooksey involving transactions relating to the Agreement. Cooksey agrees that Client shall have access during normal working hours to all necessary Cooksey facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. Client shall give Cooksey reasonable advance notice of intended audits. 4of6 4 1 P a g e Cooksey Communications Agreement for the City of Fort Worth, June 21, 2023, continued Entirety of Agreement This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the Client and Cooksey, 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. 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. An executed Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of the document by any party. Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. Electronic Signatures This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 5 of 6 5 1 P a g e Cooksey Communications Agreement for the City of Fort Worth, June 21, 2023, continued [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: By. , Name: Valerie Washington Title: Assistant City Manager Date: (Pt 111 / 21) Vendor: By: Name: Colby Walton Title: Chairman and CEO Date: 6/23/23 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: 6tv v By: Name: Valerie Washington Title: Assistant City Manager Approved as to Form and Legality By: Name: Taylor C. Paris Title: Assistant City Attorney Contract Authorization: M&C: N/A 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: ,c/ / Name /Selena Ala, Title: Sr Executive Assistant to City Management 400vovn p F T Sao City Secretary: ° FOR���•°° �oo dVo oo =0 Opp * -o *� By: Name: Jannette S. Goodall Title: Acting City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 6 of 6 6 1 P a g e