Loading...
HomeMy WebLinkAboutContract 61825CSC No. 61825 FORTWORTH. 41%lr , 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, acting by and through its duly authorized Assistant City Manager, and Cumulus Radio Holding Company LLC ("Vendor"), a Delaware limited liability company, acting by and through its duly authorized representative, 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 — Price Schedule; and 4. Exhibit C — Verification of Signature Authority Form. Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. SCODe of Services. Vendor will conduct a digital campaign ("Services") on behalf of the Police Department recruiting lateral police officer transfers from Southern California, Chicago, and Seattle in Exhibit "A," - Scope of Services more specifically describes the Services. Vendor will perform the Services in accordance with standards in the industry 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. If there is any conflict between this Agreement and Exhibit A, the terms and conditions of this Agreement control. 2. Term. This Agreement will begin on the date signed by the Assistant City Manager ("Effective Date") and will expire twelve (12) months following the Effective Date ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Term"). 3. Comnensation. City will pay Vendor in accordance with the provisions of this Agreement and Exhibit `B," — Price Schedule, which is attached hereto and incorporated herein for all purposes. Total compensation under this Agreement will not exceed Ninety -Nine Thousand, One Hundred Fifty and 00/100 dollars ($99,150.00) annually. Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Professional Services Agreement Page 1 of 17 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with sixty (60) days' written notice of termination. 4.2 Non-Avorovriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Vendor for Services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. In the event either party has received access to other parry's confidential information or data as a requirement to perform Services hereunder, the recipient party shall return all City provided data to City in a machine-readable format or other format deemed acceptable to disclosing party. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Each party, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the disclosing party ("Confidential Information") as confidential and shall not disclose any such information to a third party without the prior written approval the disclosing party. 5.3 Public Information Act. 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. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.3 Unauthorized Access. The recipient party shall store and maintain the recipient parry's Confidential Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt Confidential Information in any way. The recipient party shall notify the disclosing party immediately if the security or integrity of any Confidential Information has been compromised or is believed to have been compromised, in which event, the recipient party shall, in good faith, use all commercially reasonable efforts to cooperate with the disclosing party in identifying what information has been accessed by unauthorized means and shall fully cooperate with the disclosing party to protect such Confidential Information from further unauthorized disclosure. Professional Services Agreement Page 2 of 17 6. ,R:i ht to Audit. Vendor agrees that City shall, until the expiration of two (2) years after final payment under this contract, or the final conclusion of any audit commenced during the said two (2) years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 7. Indeuendent Contractor. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, vendors and subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, vendors and subcontractors. Each party agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall, in no way, be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees or subcontractor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subcontractor of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. 8. LIABILITY AND INDEMNIFICATION. 8.1 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTSAND EMPLOYEES, FROMAND AGAINSTANYAND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPER TYDAMA GE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BYTHE GROSSLY NEGLIGENT ACTS OR OMISSIONS,, OR INTENTIONAL MISCOND UCTS OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, CONTRACTORS, SUBCONTRACTORS, OR EMPLOYEES. 8.2 INTELLECTUAL PROPERTY INDEMNIFICATION — VENDOR AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR ACTION AGAINST CITY FOR INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITY'S USE OF THE SOFTWARE AND/OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT, IT BEING Professional Services Agreement Page 3 of 17 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, CITY'S ASSUMPTION OF PAYMENT OF COSTS OR EXPENSES SHALL NOT ELIMINATE VENDOR'S DUTY TO INDEMNIFY CITY UNDER THIS AGREEMENT. NOTWITHSTANDING ANYTHING CONTAINED IN THIS SECTION OR THIS AGREEMENT TO THE CONTRARY, VENDOR SHALL HAVE NO OBLIGATIONS TO INDEMNIFY CITY FOR ANY INFRINGEMENT AND/OR INTELLECTUAL PROPERTY CLAIMS IF SUCH CLAIMS WERE CAUSED BY ANY MATERIALS SUPPLIED BY CITY TO VENDOR IN CONNECTION WITH THE SERVICES. 9. Assignment and Subcontracting. 9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City not to be unreasonably withheld, conditioned or delayed. If City grants consent to an assignment, the assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. Notwithstanding the foregoing, Vendor shall have the right to assign this Agreement without City's prior consent by operation of law or otherwise, to: (i) its parent company or any affiliate or subsidiary of Vendor or its parent company, or (ii) any entity that acquires all or substantially all of the assets Vendor, each by reason of a merger, acquisition, swap, transfer or other business reorganization. 9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and Professional Services Agreement Page 4 of 17 obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor shall provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Vendor, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general Iiability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear. The term Professional Services Agreement Page 5 of 17 City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation shall be provided to City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws. Ordinances. Rules and Regulations. Each party 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 either party notifies the other party of any violation of such laws, ordinances, rules or regulations, such non- complying party shall immediately desist from, and correct, the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other 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 6 of 17; To CITY: City of Fort Worth Attn: Assistant City Manager 200 Texas Street Fort Worth, TX 76102-6314 With copy to Fort Worth City Attorney's Office at same address To V ENDOR: Cumulus Radio Holding Company LLC. Dan Bennett. Regional VP 3090 Nowitzki Way, Suite 400 Dallas, TX 75219 With a copy of legal notices only to: Cumulus Radio Holding Company LLC Attn: Legal Department 780 Johnson Ferry Road, Suite 500 Atlanta, GA 30342 14. Solicitation of Emnlovees. Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without 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, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue_. This Agreement shall be construed in accordance with the laws of the State of Texas. 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 Maieure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will 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; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event'). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Professional Services Agreement Page 7 of 17 Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The form of notice required by this section will be the same as Section 13. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits. 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 its attached exhibits, 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. Counternarts. 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. Immieration 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 (1-9). 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. 26. Ownershin 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. Professional Services Agreement Page 8 of 17 27. Signature Authoritv. Each person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Change in Company Name or Ownership. Vendor shall use commercially reasonable efforts to 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 Failure to provide the specified documentation so may adversely impact future invoice payments. 29. No Bovcott 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. 30. Prohibition on Bovcotting Enerev Companies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to 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. To the extent that Chapter 2276 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. 31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to 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. 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 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. Professional Services Agreement Page 9 of 17 32. 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. (signature page follows) Professional Services Agreement Page 10 of 17 ACCEPTED AND AGREED: CITY OF FORT WORTH: By: William Johns -(A g 12, 202414:09 CDT) Name: William Johnson Title: Assistant City Manager Date: Aug 12, 2024 APPROVAL RECOMMENDED: By: RobertRobert Alg 12, 202414:02 CDT) Name: Robert A. Alldredge, Jr. Title: Executive Assistant Chief, Police Dept. v 4 �n�Il ATTEST; of FQRrada l.g ° PVo °=o UUnnaao4 By: Name: Jannette S. GoodaIl Title: City Secretary l LM Cumulus Radio Holding Company L C. By: Name: Dan Benn Title: Regional VP Date: g • q - A q 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: Loraine Coleman Title: Administrative Services Manager APPROVED AS TO FORM AND LEGALITY: By: Name: Jerris Penrod Mapes Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Professional Services Agreement Page 11 of 17 MARKETING PROPOSAL OVERVIEW 06/28/24 PROPOSED TO: Ft Worth Police: Fall 2024 Recruitment PRESENTED BY: Jeff Caves -Account Exec. Kevin Warren -Digital Sales Dir. a Cumulus DIGITAL Campaign Objectives/Tactics • Target lateral move applicants for FWPD • Target Demo: A; 20-30 • Targeted Geo's: So -Cal, Chicago, Seattle, • Campaign Goals: Drive awareness and benefits of working for FWPD, increase the total number of applicants • Campaign products/tactics repeat each month for 3 months, start date is 08/01/24. And month to month budget changes, but not to exceed total budget, will be pre -approved by FWPD. Scope of Services List Purchase w/ Email & Text Marketing + To recruit lateral move Police Officers from Southern California, Chicago, and Seattle, we will purchase a targeted list of current Police Officers in the desired locations and use it to reach out to them through personalized email and text messaging. Googie PPC • To recruit lateral move Police Officers from Southern California, Chicago, and Seattle, we will run a targeted PPC (pay -per -click) campaign, using tailored ads on search engines to reach potential candidates and direct them to a dedicated landing page with information on job opportunities and application procedures. Social Geofencing • To recruit lateral move Police Officers from Southern California, Chicago, and Seattle, we will run a social media retargeting campaign. Using geo-targeting, the campaign will highlight the benefits of joining FWPD, featuring testimonials and emphasizing Fort Worth's affordable living, community support, and career opportunities. Ads on Facebook, Instagram, Linkedln, and Twitter will showcase the city's culture, compensation, and training programs. By leveraging data analytics, FWPD aims to attract seasoned officers seeking new challenges and a supportive work environment. Targeted Addressable Geofencing + TAG gathers detailed information about your target audience and establishes a micro-geofence around their residence. This approach delivers ads to all devices within their household, including phones, computers, tablets, and TVs. Unlike traditional geofencing, which targets anyone in a location, TAG identifies your audience first and then geofences their home. This method ensures personalized advertising experiences across multiple devices, enhancing the relevance and impact of the ads. MARKETING PROPOSAL Professional Services Agreement Page 13 of 17 a Cumulus DIGITAL Measurement & Optimization • Reguiarly analyze key performance indicators (KPIs). ♦ To include Daily impressions, clicks, click through rate, conversions, cost per conversion, keyword performance and more o We aim to improve the number of lateral applications compared to October 2023. o We cannot guarantee the number of applicants, or the actions taken after they apply. • Conduct bi-weekly optimization calls to review your campaign's performance and provide you with insights into your performance. • Provide 24/7 access to a detailed campaign dashboard. • Continuously optimize the strategy based on data -driven insights. Campaign Investment & Monthly Deliverables • List Purchase w/ Email Ft Text Marketing: o 50k Emails, 2 Resends Monthly, 50k text messages o $11,500 • Google PPC o We will run $10,400 in paid advertising o These are text ads • Social Geofencing o We will run $7,150 in paid advertising o These will be a combination of Static and Video creatives • Targeted Addressable Geofencing o 500k impressions o $4, 000 • Includes creative services at no additional charge. Remaining monthly balance due is for management fee of products/tactics execution. Payment Schedule • Client will receive monthly invoices. Payment can be Cash/Credit in advance or can apply for credit. o August2024: $49,575 o September 2024: $49,575 o Total Campaign Investment: $99,150 MARKETING PROPOSAL Professional Services Agreement Page 14 of 17 a Cumulus DIGITAL Onboarding & Next Steps Agreement Signing: Formalize our partnership through an agreement detailing of signing, we embark on the journey of elevating your brand. Initial Setup Call: Following the agreement, we'll conduct your setup call, typicallywithin 72 hours. This helps align our strategies with your unique business identity. This collaborative session ensures a tailored campaign that meets your specific needs and KPIs. Campaign Build Out: Guided by insights from the setup call, our team meticulously plans, conducts keyword research, develops creative elements, and sets up any GA or Social Integrations to lay the groundwork for a campaign that maximizes impact and achieves goals. Creatives Approval: Your feedback is essential before we launch, you'll review and approve campaign creatives to ensure visuals, messaging, and tone seamlessly align with your brand identity. Campaign lUckoff Call: Experience the excitement as we approach the official launch. In our kickoff call, we'll walk you through the strategy, discuss timelines, and address any remaining questions, turning your vision into an action -ready campaign. Campaign Launch: The big day arrives! Your campaign goes live, reaching your target audience. Our team vigilantly monitors initial performance and addresses any immediate considerations for a smooth launch. Monthly Optimization Calls: Our commitment continues. Monthly optimization calls review campaign performance, adapting strategies based on real-time data for continuous improvement and alignment with market trends. MARKETING PROPOSAL Professional Services Agreement Page 15 of 17 EXHIBIT B PAYMENT SCHEDULE Vendor will submit invoices to SuDnlierInvoices(cr�,fortworthtexas.gov following the recruiting campaign launch. Two monthly invoices will be paid within thirty (30) days of the date of the invoice. Each invoice will be in the amount of $49,575.00, invoiced in August and September, and must reference the Durchase order number. total not -to -exceed contract amount is $99,150.00. Professional Services Agreement Page 16 of 17 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY CUMULUS RADIO HOLDING COMPANY LLC 3090 NOWITZKI WAY, SUITE 400 DALLAS, TX 75219 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. Name: Dan Bennett Pos' ' : Regional VP ignat r 2. Name: Position: Signature 3. Name: Position: Signature Name: Dan Bennett Signature of President / CEO Other Title: Regional VP Date: Professional Services Agreement Page 17 of 17