HomeMy WebLinkAboutContract 61513City Secretary Contract No. 61513
FORT WORTH®
PROFESSIONAL SERVICES 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
MUL TIVIEW, INC. ("Vendor"), a Texas for-profit corporation, acting by and through its duly
authorized Vice President -Finance and Business Development, Joe Brannon, each individually refen-ed
to as a "p arty" and collectively referred to as the '' parties. "
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
I.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.
I.Scope of Services. The Vendor agrees to provide 250,000 guaranteed impressions for the National
Business Aviation Association site retargeting program .. 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
perfom, services under this Agreement in accordance with the provisions of this Agreement 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 anyProfessional Services Agreement Page 1 of 13
additiona! services pr bill for cx�e��ses incurrcd for City not s�ecifed by this Abreement unless City
requests and approve5 the ac{ditional co5ts far such services in writing. City shall not be liable for any
additional expenses of Vendor not specitiecE by this Agreen�ent unless City �rst approves such
expcnses i►� writing.
4. Owncrship a�d Ri�hts.
4.1. Ownership and Assi�nment o{� Righcs. The City shall own all �-ights, title, and
interest in and to the video contcnt created by the Vendor p��rsuant to this Agreement
("Video Goi�te«t"). The Vendor hereby assigi�s and tra��sfers to the City all of its rights,
titic, and icltcr�st in and to the Vidco Content, includin� but not lirti-►ited to any ca�yrights,
trademar�Cs, trade secrcts, and other inEellect�ial property rights.
4.2. Usa re Ri E1ts Granted to Cit . The Vendor ack��owledges that tlle City may use,
reproducc, distrihutc, display, and perlann thc Vidco Contcnt for any lawfu[ p�trpose,
including but m�t limiled to proinotion�l, edt�cational, and informatic>na] purposes. The
City shali have the exclusive ri�ht to edit, m�dil'y, or adapt the Video Content as it dee�ns
necessaiy.
4.3 City's Ri#�ht to Liccnsc. Thc City rctains the right �o liccnse any rights iEi the
Vidco Content, incle►ding but not limited fo intcllcctuai proPerty rights, to third parties as
it sees fit. However, st�ci� licentiin� sh�l{ nat i-elieve the Vendor of its obligation5 unde�-
this Agreement.
4.4 Licensc ta Vendor. The City grants the Vendor a non-exclusive, non-[ransferable
license to t�se the Videa Content s��lcly for the purposcs oiitlincd in this Agreecnenl. This
[icense shall be�in on the exec«tion date and end five years from the exectition
date.
5. Intellectual Property. All intc�l�ctual property ri�hts, i��cluding but not lii�litcd to �o��yrights,
t�•ademarks, trade secrets, and patents, created or developed by tize Ve»dor in the cotu•se of
creatin� the video content ("Video Content") pursuant to this agrecment sha]] be owned
exclusivcly by tl�c City.
fi. Revisions and A roval Process. Upon cotnpletion of the video productian, thc Vendor shall
s�ibmit the firaal ciraft to tl�e City iar review. Thc City shall �ave the right t� request revisions to
the video content within f 0 b�sincss days of receipt of thc Fin�tE draft. The Vcndor a�rees to makc
r�asonable r�visions based on t}�e fe�dback provided by Ehe City. Once Ehe revisions have been
implemented, ti3e Vendoz� shall submit the revised video to the City. The City shall review the
revised vidco witl�in l U busincss days o�� rcceipt of Chc rcvised video. Upon reccivin� approval
fco3i� the City, the Vendor shall deliver rhe final vcrion of tile video ia� thc agreed-�►pon format and
resolution to thc City.
6. Confidentiality. The Vendar ageces to treat a�] �onfidential i3�formation �rovidcd by d�e City,
inckuc�ing but not 1is��it�d to tradc sccrcts, pr�prirtary information, and iinancial data, as
confidential and si�all not disclose or ttse sucll infurmation for �iny �tir�ose other tk��n f«Ifillin� its
Professianal 5erviccs A�reemcnt Page 2 of 13
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7. Termir�ation.
8.1. Written Notice. C�ity or Ve;ndor may terminate this Agreer�aent at any time and ior any
reason by pravidin� tlie other party witl� 30 days' writtcn notice of tcrn7inatian.
8.2 Non-appropriatior� of Funds. In the evcnt no funds or insuffcient funds are appropriateci
by the City in any fiscal period fo�- a�iy payments due h���eunder, the CiEy will notify the Veax�or of
such occurre�ice, and this Agreenr�ent shall terminate on the last day of the fiscal peripd fo�- which
appropriations wLrc rcccivc;d without pc;r�alty or cxpcnse to tE-�c City of any kind whatsoever, except
as to ihe portions of tklc pay��cnts hcrcin agrccd uPan for which fuE�ds l�avc �een appropriatcd.
7. [ Duties and Obli atiqns ot'the Parties. In the event that this Agreement is terminated prior
to the �xpiration Date, City shall pay Vendor �ur services accual[y rendered up to tl�e
effcctivc dace of termination and Ver�dor shall continue to provide City with scrviccs
requested by City and in accordancc wiEh this Agrecn�ent up to the cffectivc datc of
termination. UpaE1 termination of tl�is Agreernent for any reason, Ven�lor shali p�'ovide City
with copi�s of all completed or partially complcted dociin7ents p�-epaE-ed under this
Agrcemint. In the event Vendor has received access to City Information or data as a
requirement to perfor«z serviccs hereunder, Vendoz slia[1 ren�rn all City provided data to
City in a machine-readab{e formai or ot�er format dcemcd acccptablc to City.
8. Liability and Indemni�ication.
9.1 L/�IBILITY - VENDOR SHALT. BE LIABLE AND RF.SPONS/BLE FOR �iNY
AND ALL PROPERTY LOSS, PROPCRTY DAMAGE FIND/OR PERSONAL
IIVJURY, XNCLUDING DEATH, TO ANY AND ALL P�RSONS, OF ANX lCIND
OR CHARACTER, WHETHER REAL t)R ASSERTED, TO THE EX1'ENT
CAUSED BY THE NLGIIGENT ACT{S} OR OMISSI'ON(S), MALFEAS,4NCE
OR lNTF.NTIDNAC. MISCONDUCT OF VF.NDOR, ITS OFFICF.RS, f1 GF_NTS,
SGR V�i NTS OR GMPLO YCGS.
9_2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANT,S AND
AGREES TO INDEMNl'FY, HOLD HARMLESS AND DEI,END CITY, ITS
OFFICERS, AGT_NTS, SERVi�NTS AND I:MPLOYEES, FROM �lND AG�,fNST
�INY AND ALI. CLA1'MS OR IAWSUITS OF ANY IfIND OR CHARACTL'R,
WItETHL'R REAL OR ASSERTED, I'OR EITHER PROPCRTY DAMAGE OR
LOSS AND/OR PERSONAL IN.IURY, INCLUDING DEATlI, TD ANYAND ACL
PER50NS, ARISING OUT OF OR lN CONNI'CTION WITH THIS
AGREF.MENT, TO THF, EXTENT C�lUSED BY THE NEGLIGENT �CTS OR
OMISSIONS OR MALFfsAS�NCE OF VCNDOR, ITS OFIYCERS, AGENTS,
SERVANTS OR EMPLOYEES.
9.3 INT�I.LECTUAC. PROPERTY INDEMNl'FIC�f TION — Vendor a�rees to defcnd,
settle, ar pay, at its own cost �nd expense, any claim or action against City for
infringerzte�t of any patent, copyrig)it, tradc n�ark, trade secz-et, �r sirnilar
propertv right arising from C'sty's use ui' thc software and/or dncumentation in
accordance with this Agrecment, it bciab understood that this A�reement to
Pro#essional Scrviccs Agrccment E'age 3 af 13
defend, settle or pay shall not appiy if City modifes ar misuses the software
andlor docusnentation. So long as Vendor bears the cost and expensc of payment
for claims or actions against Cicy pursuant to this section, Vendor shall have the
right ta conduct the defense vf any such claim or action ar�d all r�egotiations for
its setticment or compromise and to settle or compramise any such claim;
however, City sha�l liave thc right ta fully participatc in any and all such
scttlement, negotiations, or lawsuit as neccssary to protect Cit`�'s interest, and
City agrees to cooperate with V�>ndor in doing so. !n the event City, for whatever
rcason, assumes thc responsibility i'or payment of costs and expenses for any claim
or action brought against City fQr infringement arising under tt�is Agrcement,
City shall have the sole right to conduct thc defensc 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 elaim or aclion. City agrres to bivc Vendor timely written noticc
01' any such ciaim or acfion, with copies of ai� pa�ers Citiy may receive rela#ing
tt►ereto. Norivithstanding the foregoing, the City's assur�iption of pay�nnenfi of costs
or espenses shall not eliminatc thc Vendor's duty to indemnity the City under this
Agrermcnt. if the software and/or documentation ur any part thcreol� is held tu
infringe and the �sc thcrcof is enjoined or restraincd or, if as a result of a
settlement or cumpromise, such use is materially adversely restricted, Vendor
shall, at its o►vn expcnse and as City's solc remcdy, cither: (a) procure for City the
right to continue to use the soft►vare and/or dacumentation; or {b) modil'y the
softrvare andlor dacumentation to s�ake it non-intringing, provided that such
modification daes not materially adversely affect City's authorized use of the
sofkrvare andlvr documentation; or (c) replace the soft�vare and/ur documentation
`with eqxially suir�b�e, compatible, and t'unctionally equivalent non-infringing
software andlor documentation at no addiiional charge to City; or (d) if none of
the foregoinh alternatives is reasonably available t:o Vendor terntinate this
Agrcement, and rel�und all amounts paid ta Vendor by City, subsequent to which
termination City may seck any and all remcdies available to City under law.
9. Assi�nmcnt and Subcontractina;.
lU.l �ssi lnn�, lcnt• Thc Vcndor shall no1 assibia oz subcaratract any of its duties,
obligations, or rights undcr this A�rccmcnt without thc prior writtcn consent ofthc City. �f�thc City
grants consent ta an assignment, the Assignee shali execute a written ag��eement with tile City and
Vendor uzader which the Ass�gnee agrees to be bound by the duties and obligations of`the Vendor
under this Agreemenc. Vendor and Assignee shalE be jointly 1ia61e For all obligations of Vej�dor
urtdcr tl�is Agret;a��enE p�-ior to the effective date of the assignmcnt.
l02 S�Ebcontract. lf City grants consent to a subcontract, subcontractor shall execute a
written agreement with Vendor referenciug this A�reement under which subco�itractor shall agree
to bc bound by thc d�ties and obli�ations o�� VeE�dar ui�der this Agrccment as such duties and
obla4�tians may apply. Vendor shall provide City with a fully cxccuted copy of any such
subcontraci.
1(}. Cnsurance. Vendor shalk provide City with ce►-tificatc(s) ol' insurance docu�nenting policies
of the fullowing types and miniinuin covera�;e limits that arc to be in effcct prior to commcncemcni of any
worh pursuant to this I�gr�cm�nt:
Professiona! 5e��vices �grcemcnt Page 4 c�f l3
�
Covcra e and. Limits
(a) Commercial General Liability:
$1,aUU,000 - Each Occurrencc
$2,OOU,U00 - Aggrcgate
(b) Automobile Liability:
$1,000,000 - Eacla occurrencc on a comhined single-limit basis
Covera�e shall be on any vehicle used by Vendor, ils employe�s, agcnts, or
representatives in the course of providing services under this Agreement. "Any
vchicle" sl�all be any vehicle owned, hired and non-owned.
(c) Workcr's Coanpcnsation:
Sta[�Etory litrsits according to the "fexas Workers" Campensation Aci or any other
state woricers" �ampensation laws where thc worEc is being performed
Employcrs" liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,UUU - Bociily Injury by �iisease; policy limit
(d) Professional Liability (Errors & Oi�lissiuns):
$1,000,000- Each Claim Limit
$I,OOO,OOU - A��rcgate Limit
1 l .2
Professiunal liability covcrage may bc provided tl�rough an endorsement of the
Comtnercial Gcncral Liab€lity (CGL) policy, or a scparate policy spccific to
Professional E&O. Gither is acceptable if covera�e meets all other requirements.
Coverage shall be claims-made and maintained for the c�uration of�the cantractual
A�reeinent and for twp (2) years f`ol�owing the cornplEtion of services pro�ided.
An annual certiticatc of insuz-artcc sha11 be sub��ittcd tn the Citv to cvidcncc
covcra�c.
General Requiremcnts
(a) The commercial gene�-al liability and aufiomobile liability policies shall
name City as a�� additional insurcd thercon, �ts its intcrests may appear. Thc terrr�
City shall incllkdc its cmployces, pfriccrs, ufficials, agents, and �olunteers witF�
respcct to the �ontractcd services.
(b) Tlie workers' con�pensation policy shall inclside a Waiver of Subro�ation
(Right of Recovery) in favor of the Gity.
Professianal Scrvices Agrecmcnt Page 5 of 13
(c} A minimum of Thirty (30) days' noticc nf canccllation or reduction in
limits of coverage shall bc provided to the City. Ten ( IO} days' nokice sha[l bc
acceptabie En the event ot� non-payment of pE-emium. Notice shall be sent to the
ftisk Manager, City ot Fort Wo�rth, 200 Texas Street, Fort Woith, Texas 761U2,
with copies to the Fort Worth City At#orney at the same address.
{d} The insurers for all polirics must bc liccnsed �ndlor approvcd to do
business in fhe 5tate ofTexas. All insurers must have a minimut�� rating of A- VII
in the current A.M. Best Key Rating Guide or reasonably ec�uivalent tinancial
strengtl3 and solvency to the satisfaction of Risk Management. If tl�e rating is
below tE�e rcquired level, writte�� approval of risk management is required,
(c} Any Failurc on thc part ofthe City to request rcc�uired insurance
iloct�mentation shal] not constitute a waiver ol�the insurance requirement.
(t) Certificates of Insurance evidence that Vendor has obtained all requircd
insurancc shall be delivered to thc City prior to Vendor procccdir�g with any worlc
pursuant to khis Agrcement.
11. Compliance with Laws, Ordinances, Rules, and Reg,ulations. Vendar abrecs that in the
perfor���ancc of its obGgations hereundcr, it shall cornply with all applicablc fcdcral, state, and loca] ]aws,
ordinances, rules, and re�ulations and that any w�rk it �roduces in connection with this Agreement will
also comply with all applicable federal, state anci local laws, ordii�a��ces, rail�s a�ld regulatians. lf the City
notities Verador o�� any violafion of such laws, ordinances, rules, or regula[ions, Vc►zdor sizall inimediately
desisC from �nd correct tk�e vio[ation.
12. Non-Discrimination Covenant. Vendor, for iEself�, its perspnal representatives, assigns,
sub-Vendors, and sticcesso�-s ir� interest, as part oi�tlie consideration herein, agrees that in the performance
af Vcndar's duties and obligations herewidc:r, it sl�all r�at discrimina[e in the treatment or empioyment of
any individual or group of izldividuais on any basis prohibited by law. II' ANY CLAIM ARISES FROM
AN ALLECED ViOLAT[UN UF TH1S NON-DiSCR1MINATION COVENANT SY TH�
VENDOR, CTS P�RSONAI�� IZEPRESENTATIVES, ASSIGNS, SUSVENDORSS OR
SUCCESSORS IN INT�,R�,ST, V�NDOR ACRE�S TO ASSUME SUCH L1ABILITY AND TO
INDEMNIFY ANn D�,� E'.ND 1'Hl�; CITY AND HO1�D THF, CITY HARMLESS FROM SUCH
C�.�AIM.
13. Notices. Natices rec�uired purs�iant to the provisions af this Agreement shall 6e
conclusivcly dctermiri�d to l�avc bccn dclivered whcn (1) hand-delivcred to the other party, its a�cnts,
e�nployees, se�vants, or repzesentatives, (2) deliverc;d �y facsimile with electronic conf7rmation of the
trans�nission, or (3) receivec� by th� othcr party by Unitcd Stafes Mail, registcred, return receipt rec�uested,
addressed as follows:
Protcssional Services A�recment P�i�c 6 of 1.3
To CITY:
City of Fort Worth
�itll;
2U0 Texas Street
Fort Wortl�, TX 761 �2-6314
With a copy to the Fort Wo��th C.ity Attorney's
Office at the same address
To VENDOR:
Mutliview, [nc.
Joe Brannon, Vice Preside�lt-Finance anc� Business
Development
77(}1 L��� C:�lin��s Rid�u. �uitc �O� lrvi7�g, T'X
7�067
14. Solicitation of Employec:s. Neither City nor Vendor shall, during tl�e ierm of this
Agreement and additionally far a period of one year after its termination, solicit far emplvyment ar employ,
whether as an emgloyee or independe�tt Co«tractor, any person who is or l�as been employed by tkae other
during the term of this Agrccment, without tl�e pE-ior writtcn consent of lhe person's ernployer.
Notwithstanding the foregoing, this provision shall not apply to an cm}�loycc of cither party who res�ands
to a gcncral solicitation of advertisemcni o1� employmcnt by eithcr party.
15. Gavernrnental Powers. It is understood and agreed that by ex�.cution of this A�;reement,
the City docs not waive or surrcndcr any of its gov�rnmental powcrs o�- immui�ities.
16. No Waiver. The failure uf City or Vendor to insist upon the peE-formance of ;�ny term or
provision ot� this Agreement or to exercisc any ri�ht granted herein shall not constitute a waiver of City's
orVendor's respectiv� rigl�t to insist upon appropriate periormance or to asscrt any such right on any future
occasian.
l7. Guvernin� l,aw / Venue. This Ag�'eement shall be construed in accordance with the ]aws
of the 5iate oi� Texas. if any action, wh�ther real or asserted, at !aw ar in cquity, is bro�E�;kzt pursuant to this
Agrcement, the venue tor s�ch action shall lie in siate courts ]ncated in `I'arrant Couniy, Tcxas, or the Unitcd
States District Court for tlic Northcrn District of Tcxas, Fort Worth Divisio�i.
l8. Severabiiitv. [t' any pravision ot� this A�reement i5 held to be inva[id, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not iza any way be
affcctcd or impaircd.
19. �orce iVlajeizrc. City and Vendor sl�aE] exercise their best efforts to meet Eheir respective
duties and obligations as s�t foith in this Agreement b�►t shall not be klekd liaUte for any eielay or orr►issipn
in performance due to force majture ar other c�uses beyond thi:ir reasanablc control, including, bu! nat
li��ited to, compliance witli any government law, ordina«ce ar regulati�n, acts of God, acts af the public
cnemy, tires, strikcs, iockouts, nariiral disasters, wars, riots, material ar labor restrictions by any
governmental authority, t�-ansportation probleia�s anci/or any other similar causes.
20. Headin�s not Controlling. 1-�cadir►ns and titics used in this �lgreemcnt arc for rcfercnce
pi�rpases only, shall not bc dcci»ed a part of this l�greenae��t, and are not inlcnded to detine or limit the
scope of any provision of this Agrc�mcnt.
21. Review of Counsei. The parties acknowledge that eacl� �arty a�id its coii��sel have reviewed
and revised this Agrccincnt and that lhe normal rules of ca��struckion, to thc effcct that aety ambiguitics arc
to be resolved againsk the draftin� party, shail not be employcd in thc intcrprctatio�t of this Agreerrtent or
Professional Serv'sces Agrecmcnt Page 7 of ]3
Exhibits A, B, and C.
22. Amendments / Moditications 1 Extensions. No amendment, modification, or extension
of this Agreei7'►ent shall be binding upoil a party I]et'Ctb 11I11e55 SBt fOrtll in a Writt�ll inStCllll7eiZt, which is
executed by au authorized representative of cach party.
23. Entir�tV of A�reement. "rhis Agreement, including Exf�ibits A, B, and C, contains the
entire understanc{ing and Agreement between City and Vendor, theiE- assigr�s, ancl successors in inteE-est, as
to the matters contai�ted hea-ein. Atty prior or contemporaneous aral or written Agreem�nt is hcreby declared
null and void ta the extent in confliCt with any provision of this llgrecment.
24. Counterparts. This Agreeme�t may be executed in one or more counterparts and each
caunterparf shal[, t'or all purposes, be deemed an ori�inal, but al! suc�. cott��terparts shall together constittite
one and tlae sa�ne instrume��t.
25. Warrantv of Scrviccs. Vendor warrants that its scrvices wil] bc of a�Sigh quality and
con�orm to �enerally pre�ai�ing industry standards. City mtEsY �ivc written natice of any breach of this
warranty within thirty (30) days ti�om the date that tl�e services are completeci. In such event, atVendor's
option, Vendor shall cithcr (a) usc cnmRzercially rcasonaUle effaits to re-periorn� the scrvices in a manner
that conforms with thc warranty, or {b) refund the fces paid by City to Vendor for the nonconforming
services.
26. Immi ration lVationalit Aet. Vendo�- shall verity the idcntity and ecnployment eligibility
of its employees who peri�orm work under this flgreement, including completing the E«ployznent
Eligibility Verification Form (1-9). Upon request by City, Vendar shall providc City with copies of alE I-9
forms and supporting eligibility docum�;ntation for each emp�oyee wf�o p�rfonns wo�-k under this
Agreeanent. Ven�ior shall ac�here to all Fedea-a[ ancl State laws as well as estabiish appropriate procedures
and cont�-ols so that no servic�;s will be perfo►-�ned by any Vendor emp[oyee who is not le�ally eligible ta
perfortn such services. VENDQR SHAI.L TNDFMNIFY CITY AND HOLD CITY HARMLESS
F'ROM ANY PENALTIES, LIABILITIES, OR LOSSES DU� TU VIOLATIONS O�' THIS
PARAGRAPH BY VENDOR,VENDOR'S EMPI,OYEES, SUC3CONTRACTORS, ACENTS, OR
LIC�NSEES. City, upon written notice ta Vendor, shall have the right to immediakely terminate this
Agreement #or violations of�this ��-ovision by Vei�dor.
27. Ownersl�i ot' Work Proc3uct. City shall bc thc salc and cxclusive owner of all reports,
work papers, procedures, g��icles, anc� documeniati0n, createcl, pub�ished, displayecl, anci/or pro�iuced in
conjunction witla the services provlded under this A,greement (callectively, ""Work Product""). Fturther,
City sl�all bc the sole and exclusive owncr of all copyright, patent, tradernarEc, trade secrel and other
proprietary rigl�ts in and to the Wurk Product. Ownership of tl�e Work Product shall inure to tEie benefit of
City from thc datc of conception, creation or fixatio�� of thc; Work Product in a tar�bible mcdium of
ex�ression {whichever occurs 1`crst}. �ach coPyrightable aspect of thc Worl< Prod�ct shall be considered a
°worl�-madc-For-hire" within the meanin� of the Capyrighi Act of 1976, as amencied. If and to the exte��t
si�ch Wozk Product, or any part thereof, is not consiciered a"work-�nade-for-hire" within Eize meaning of
Ehe Copyrigkit Act of 19'76, as amended, VendoR- l�creby cxpressly assigns to C�ty al[ exclusive right, titic
and interesl in and to the Work iroduct, and all copies thercof, and in and to the copyright, patenk,
trademark, t�-ade secret, and all other pro�rietary ri�;hts therein, that City inay have or obtain, without further
consideration, free fi-om any claim, lien for balance due, or rights of retention thereto on the pa�t of City.
2�. Si«naturc Authoritv. Thc person si�nin� this Agreement hereby warrants that he/she has
the �egal authority to execuic tE�is AQrecment on behalfi of� fhe respective �arly, and that si�ch bindin�
Professional Serviccs Abrcemcnf k'agc S of 13
authority has been �ranted by proper ordcr, resolutio�a, orcEinancc ar other authorization of the entity. This
Agre�:ment and any amend�ncnt hcreto, ��aay be executed by any authorized representative of Vcndor whose
name, title and signatuE-e is affixed on the Verification of Signatt�re Authority �'orn�, which is attacl�ed
hereto as Exhibit ""C"". �ach party is f�illy entitled to rely on these warranties and representatioifs in
entering into this A�reement or any araae3�dene��t hercto.
29. Chan e in Com an Name or Qwpership. Vendor sha[[ notif'y City's Purchasing
Manager, in writing, of a con�pany rtame, ownership, or address change for the p�n-pose of maintaining
updated City records. Ttae president of Vendar or authorized offici�l must sign the Ietter. A let[er indicating
changes in a company name or awnership must �c accompanied with supporting legal documentation such
as an updated W-9, documents fi[cd with the state indicating such change, copy of the board of directar's
resalution approving the action, or an executed mer�er or acquisition agreement. Failure ta provid� the
specifiecl ciocunzentatioa� so m�ty �clversely im�act ft�t«re invoice payments.
30. No Boycott of' Israel. It' Vendor has fe��er than €0 employees or tltis Agreemcnt is for
Iess than $100,000, this section does not apply. Vendor acknowlcdgcs that in accordance with Chapter
227(} of the Texas Government Code, the City is prohibited from entering into a ct�ntract wit1Z a company
far goods oc� se�-vices unless tl�c contraci contains a writter► ve�-itication from thE coenpany that it: (1) does
not boycott Israel; and {?} will not hoycatt TsraeE during tf�e te�tn of the contract. The ter�ns ""Uoycott
Israel"" and '"'company"" shall have the mcanings ascribed to those tcrms in Section $08.QU I of the Texas
Gov�rnmcnt Cade. By signing this contract, Vendor certifies that Vendar's signature provid�s written
veritication to the City that Vendor: {l) dpes not boycott Israel; and (2) will not baycott Israel during
the term of the contract.
31. Prohibition on Boycotting Encrgy Companies
Vendor acknowleciges ti�at in accordance witll Chapter 227C of the Texas Government Cocie, the
City is peollibited fa-om entering into a cont�-act for goods or services that iias a value of' $1 UO,OOU nr more
tE�at is to be paid wholly or partly from public funds of the City with a co�r�pany with 10 ar more full-time
employces unlcss ti�c contract cantaia�s a writtcn verification from the company tkfat it: (1) does z�ot boycatt
cnergy compinies; and (2) wi�i not boycott encr�y companies du��in� the term afthc cantract. To the extent
that Chil]]tti 2276 of the Covernmcnt Code is applicable to this Agrcement, by signing this
A�rcement, Vendor certifies that Vendor's signature provides written veriiication to the City that
Vendar: (1) does not boycott ener�y companies; and (2) will not boycott energ�� companies during
the term ot' this Agreement.
32. Prohibition on Discrimination Against Firear�n and Ammunition Industries. Vendar
acknowledges that except as athe��wise pravided by Chaptei- 2Z74 oi'the Texas Government Code, the City
is prol�ibited from enterin� into a contract for goods or services that has a value of $140,OOU or more that
is to bc p�id wholly or partEy from pub3ic fu»ds of tF�c City with a campany with 10 ar rr�orc fiill-tiEnc
employees unless the contract contains a written verificatior� ti-oin the company that it: (1) does not have a
practice, policy, �uicfance, o�� c�irective that discriminates a�ainst a firearm entity or firea3�m trade
association; and (2) will not iliscriRtinate during the term ot�the contract against a t�rearm entity or firearan
tradc association, To the extent that Clzapter 2274 of' the Government Cade is applicable to this
Agreement, �y signing this Agreement, Vendor certifies that Venc�ur's signature provides written
�eritication to the City that Vendor: (]) docs not have a practice, palicy, guidance, or directivc that
discri�ninates against a firearrn entity or tirearm trade association; and (2) will not discriminate
against a firearrn entity or firearm trade association during the term of this Agreement.
Pro1'essional Services A�rc;�incnt Fage 9 of' l3
iN WITNESS WHEREOF, thc partics hereto havic exccuted this Agreement in cnultip[cs.
(siglruture pageJ'ollows)
Profcssioneii Serviccs Agreement Page lU of� 13
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH:
By: Valerie Washington (Jun 6, 202415:00 CDT)
Name: Valerie Washington Title: Assistant City Manager Date: Jun 6, 2024 , 2024APPROVAL RECOMMENDED:
By: Name: Roger Venables Title: A viatioo Systems Director ATTEST:
Name: Jannette Goodall Title: City Secretary
VENDOR: MUTLIVIEW, INC
By���Name: Jrnnnon
CONTRACT COMPLIANCE MANAGER: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensu1ing all performance and reporting requirements.
By: E YtA'll L. R,o-du,,;
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: NIA----Form 1295: _____ _
Title: Vice-President-Finance and Business Development
Date: 0_· �/_\_.,, ___ , 2024Professional Services Agreement Page 11 of13
City 5ecretary Contract No.
EXHIBIT A
SCOPE OF SERVICES
A markGting iinpression �nay be detined as thi numb�r oi'opportlinities pec7ple have to view an onfine
campaig��. Impressions indicate tlae possibility af customers viewing an ad, engaging, and concentratin�
an an actual view or interaction. The campaig�l includes a user ID and password ta view and evaluatc
future rraarketing sirategies.
�� U �� «� ��
�'� �' '� �c :�, iu :::u i� i� ii �� � �:ai � � u � � I� �; ,
Date: 5I2312024
Pre�ared By: Prepared For:
Ashlyn Wright Erin Roden
Muiti�iew, Inc. Meacham international Airport
Campaign Speciiics:
� ---.. .. ----- -- -.. . .....---- ------ __ _ .. ........... _ ._.. . _. .._ . . .
�, Ptacement Run Dates Totals {$)
25QOD0 guaranteed impressions National
� Business Aviation Assoc�ation Site 10i01i2024 - 09130!2p25 �i S8.a55 00
Retargeting Prograi��
Tota[ $8,456.00 iJSD
Payment Terms:
• $8.�56 is due upon receipt
Inclusions:
Creative besiqn - 114ultivie4v provides In-house ad design and developmenf In conjunction with th� cam�aign.
Creative elements are IAB compliant. Changes to creative n�ay be made as needed throughout campaign.
Repartinq Portal - Multivie�v �vill provide a username and pass�vord to access the online client reporting portal
to view your campaign anafytics and dowr7load reports at any time.
We look for�vard to �vorking tivith yau to help n�eet your adverfising objectives. For questions regarding billi��g,
please contact the Multiviesv finar�ce de�artment. avaiiable at arnmultiview.cam. Advertiser indemni€ies
Mailtivie�v and the Assaciation(s) against losses or liabiliiies arising from this advertising. Multiview ass�inies
no liability. The teems hereir� are collecti�ely referred to as the ' Agreemer�C�. Thank ynti for your busir�ess, al�
sales are final.
Multiview, Inc. Meacham International Airport
Professional 5erviccs Agrecment Pabe 12 of� 13
City Secretary Contract No.
k;Xf��IBIT B
VERIFICATION OF SEGNATLiRE AUTHORXTY
MUTLIVIEW, iNC.
7701 E..��� C'[)I,IN:1S Rln(.1,:, 5[il"f E�llU
If21%1:�'C;, "fX 75i1(i3
Executiqn of t1�is Si�;nature Verifica#ion Form ("°Forn1"") hereby certil'ies that the followir�g
individua[s and/or positions have the authority to legally bind Ve��dor and to execute any agreem�nt,
ameEl�mciit or chailge ordcr on bchalf of Vcndor. Such bi�adi�sg authority has bccn granted by prop�r order,
resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on ttac warranty and
represcntation sct farth in tE�is Fo�n1 in entering into any agreement or amendment with Vendor. Vendor
will submit an tipdated Form within ten (10) business days if there �re any changes to the signatory
authority. City is entitled ta ��cly on any current executed Form until it receives a revisec� �'orm that has been
properly executed by Vcndor.
Namc: Joe Brannon
Position: Vice President — Finance and Business Development
�' , �� �����,�r__
igi ture
Name:
P�sition:
SigRaturc
Name:
Position:
Signati�rc
Name:
igna re of Pres3dent 1 CEO
Other 1'itle:
Date: /. , % ��� � � �
Protessional Services Agrccment Pagc 13 of� 13