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HomeMy WebLinkAboutContract 61304City Secretary Contract No. _____________ Professional Services Agreement Page 1 of 14 PROFESSIONALSERVICES AGREEMENT ________________________________________________________________________________ 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, and FORT WORTH CONVENTION & VISITORS BUREAU, d/b/a Visit Fort Worth ("VFW" or "Vendor"), a Texas non-profit corporation, acting by and through its duly authorized President & C. E. O. Robert L. Jameson, 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 3. Exhibit B – 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. The Vendor agrees to provide or cause to be provided video production services to create a promotional video to commemorate City’s aviation history, including but not limited to marketing, planning, and management, for the 100th anniversary of (insert date TBD) to commemorate 100 years of transportation services. Exhibit “A,” - Scope of Services more specifically describes the services to be provided hereunder. Vendor will perform the Services according to industry standards for the same or similar services. In addition, Vendor will perform the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. The City hereby recognizes that the Vendor may facilitate advertising opportunities for third- party entities to incorporate logos or brands within the final video ("Sponsorship"). The terms of Sponsorship, including financial considerations, shall be mutually determined by the City and the Vendor. The City reserves the right to accept or reject any sponsorship at its sole discretion. 2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below (“Effective Date”) and shall expire one year after (“Effective Date”) unless terminated earlier in accordance with this Agreement (“Initial Term”). City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions for up to four (4 ) one- year renewal options, at City’s sole discretion. 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 Professional Services Agreement Page 2 of 14 and Exhibit “B,” – Price Schedule. Total payment made under this Agreement for the first year by City shall be in an amount up to Fifty Thousand Dollars ($50,000.00). Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves the additional costs for such services in writing. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. Ownership and Rights. 4.1. Ownership and Assignment of Rights. The City shall own all rights, title, and interest in and to the video content created by the Vendor pursuant to this Agreement ("Video Content"). The Vendor hereby assigns and transfers to the City all of its rights, title, and interest in and to the Video Content, including but not limited to any copyrights, trademarks, trade secrets, and other intellectual property rights. 4.2. Usage Rights Granted to City. The Vendor acknowledges that the City may use, reproduce, distribute, display, and perform the Video Content for any lawful purpose, including but not limited to promotional, educational, and informational purposes. The City shall have the exclusive right to edit, modify, or adapt the Video Content as it deems necessary. 4.3 City’s Right to License. The City retains the right to license any rights in the Video Content, including but not limited to intellectual property rights, to third parties as it sees fit. However, such licensing shall not relieve the Vendor of its obligations under this Agreement. 4.4 License to Vendor. The City grants the Vendor a non-exclusive, non-transferable license to use the Video Content solely for the purposes outlined in this Agreement. This license shall begin on the execution date and end five years from the execution date. 5. Intellectual Property. All intellectual property rights, including but not limited to copyrights, trademarks, trade secrets, and patents, created or developed by the Vendor in the course of creating the video content ("Video Content") pursuant to this agreement shall be owned exclusively by the City. 6. Revisions and Approval Process. Upon completion of the video production, the Vendor shall submit the final draft to the City for review. The City shall have the right to request revisions to the video content within 10 business days of receipt of the final draft. The Vendor agrees to make reasonable revisions based on the feedback provided by the City. Once the revisions have been implemented, the Vendor shall submit the revised video to the City. The City shall review the revised video within 10 business days of receipt of the revised video. Upon receiving approval from the City, the Vendor shall deliver the final verion of the video in the agreed-upon format and resolution to the City. 6. Confidentiality. The Vendor agrees to treat all confidential information provided by the City, Professional Services Agreement Page 3 of 14 including but not limited to trade secrets, proprietary information, and financial data, as confidential and shall not disclose or use such information for any purpose other than fulfilling its obligations under this agreement. 7. Termination. 8.1. 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. 8.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, the City will notify the 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 the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 7.1 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. 8. Liability and Indemnification. 9.1 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. 9.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND 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. 9.3 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 Professional Services Agreement Page 4 of 14 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, 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, the City's assumption of payment of costs or expenses shall not eliminate the Vendor's duty to indemnify the 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. 10.1 Assignment. The Vendor shall not assign or subcontract any of its duties, obligations, or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the Assignee shall execute a written agreement with the City and Vendor under which the Assignee agrees to be bound by the duties and obligations of the 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. 10.2 Subcontract. If City grants consent to a subcontract, subcontractor 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. Vendor shall provide City with a fully executed copy of any such subcontract. Professional Services Agreement Page 5 of 14 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: 11.1 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 Coverage shall be on any vehicle used by Vendor, its employees, agents, or 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 of 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 the completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. 11.2 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 with respect to the contracted services. Professional Services Agreement Page 6 of 14 (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the 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 reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below the required level, written approval of risk management is required. (e) Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidence 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 the 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, sub-Vendors, 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 THE VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND THE CITY AND HOLD THE CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants, or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: Professional Services Agreement Page 7 of 14 To CITY: City of Fort Worth Attn: __________________ 200 Texas Street Fort Worth, TX 76102-6314 With a copy to the Fort Worth City Attorney's Office at the same address To VENDOR: Fort Worth Convention & Visitors Bureau, d/b/a Visit Fort Worth Robert L. Jameson, President & CEO 11 W 4th Street Suite 200 Fort Worth, 76102 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 an employee or independent Contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, the 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 orVendor'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, the 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 Professional Services Agreement Page 8 of 14 Exhibits A, B, and C. 22.Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23.Entirety of Agreement. This Agreement, including 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 high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, atVendor'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, 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 Professional Services Agreement Page 9 of 14 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. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott 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 Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 31. Prohibition Boycotting Energy Companies. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2), the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more, which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms ""boycott energy company"" and ""company"" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2). To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 32. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1), the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms ""discriminate,"" ""firearm entity"" and ""firearm trade association"" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1). To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a Professional Services Agreement Page 10 of 14 firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. (signature page follows) Professional Services Agreement Page 11 of 14 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: By: ___________________________ Name: Valerie Washington Title: Assistant City Manager Date: _____________, 2024 APPROVAL RECOMMENDED: By: ______________________________ Name: Roger Venables Title: Aviation Systems Director ATTEST: By: _____________________________ Name: Jannette Goodall Title: City Secretary 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: Erin L. Roden Title: Sr. Contract Compliance Specialist APPROVED AS TO FORM AND LEGALITY: By: ______________________________ Name: Jeremy Anato-Mensah Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A________ Form 1295:______________ VENDOR: FORT WORTH CONVENTION & VISITORS BUREAU, D/B/A VISIT FORT WORTH By: Name: Robert L. Jameson Title: President & CEO Date: _____________, 2024 City Secretary Contract No. _____________ Professional Services Agreement Page 12 of 14 EXHIBIT A SCOPE OF SERVICES The Vendor agrees to provide or cause to be provided video production services to create a promotional video to commemorate City’s aviation history. Exhibit “A,” - Scope of Services more specifically describes the services to be provided hereunder. Vendor will perform the Services according to industry standards for the same or similar services. In addition, Vendor will perform the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. Visit Fort Worth Scope of Services Project: Meacham Airport 100th Anniversary Video To celebrate Meacham International Airport's 100th anniversary, Visit Fort Worth and Meacham International Airport will work together to produce a video to celebrate and promote Fort Worth's aviation heritage. This video will highlight the history of Meacham International Airport Fort Worth's aviation history and serve as a tool to attract/pitch aviation-related meetings and conventions and highlight tourism in Fort Worth. Visit Fort Worth will support the Meacham Airport 100th Anniversary Video Project in the following ways: Visit Fort Worth will manage the RFP and selection process of a video production team, including: Outline story and timeline to potential filmmakers Present three filmmaker finalists' treatments to Meacham and Storyboard Concepts. Visit Fort Worth; marketing representatives will work with film producers to manage the final script and video production process. Manage video production timeline and collection of assets including but not limited to: Interviews Historical photography B-Roll Visit Fort Worth, and the selected filmmaker team will provide the following: 2:00 final video 1:00/:30 cutdown (3) Interview cutdowns 2024 Timeline: January 15 – send RFP to prospective filmmakers February 20 – Treatments from prospective Filmmakers Due March – Present Treatments and recommended filmmaker to Meacham March – May – Filmmaker produces video June – Present final cut to Meacham for edits Professional Services Agreement Page 13 of 14 July – Add to Visit Fort Worth website when approved by the City of Fort Worth's Aviation Department. City Secretary Contract No. _____________ Professional Services Agreement Page 14 of 14 EXHIBIT B VERIFICATION OF SIGNATURE AUTHORITY FORT WORTH CONVENTION & VISITORS BUREAU, DBA VISIT FORT WORTH 111 W. 4TH STREET SUITE 200 FFOORT WORTH, TX 76102 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: ___________________________________