HomeMy WebLinkAboutContract 62443CSC No. 62443
FORT WORTH,,,
VENDOR SERVICES AGREEMENT
This VENDOR 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 Deputy City Manager, and The Marilla Group LLC
("Vendor"), a Texas limited liability company, acting by and through its duly authorized
representative. City and Vendor may each be individually referred to as a "party" and collectively
referred to as the "parties."
1. Scone of Services. Vendor shall provide crisis communication advising, assess and
analyze City's communication and marketing, develop strategic plan and key messaging, provide
workshops and trainings, and provide evaluation and optimization. Exhibit "A," — Scope of
Services more specifically describes the services to be provided hereunder.
2. Term. This Agreement shall begin on the date signed by the Deputy City Manager
below ("Effective Date") and shall expire on the date after seven months from the Effective Date
("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term").
City shall have the option, in its sole discretion, to extend this Agreement under the same terms
and conditions for up to five months. Each month of renewal shall be considered an aggregate of
the months during the Initial Term.
3. Comnensation.
3.1 As full and complete compensation for the services described above and in
Exhibit A, Vendor shall be paid a monthly fee of Fifteen Thousand Dollars
($15,000.00) for six months beginning the month of the Effective Date, and a
monthly fee of Seven Thousand Five Hundred Dollars ($7,500.00) beginning the
seventh month until this Agreement expires. Additionally, the City will reimburse
Vendor for any other expenses related to the services under this Agreement in the
amount not to exceed two thousand dollars ($2,000.00). Vendor's total fee for the
Initial Term of the Agreement shall not exceed One Hundred Thousand Dollars
($100,000.00). Vendor shall not perform any additional services not identified in
Exhibit A unless City requests and approves in writing the additional costs for such
services in advance. Vendor shall not receive payment for any travel or other
expenses under this Agreement.
3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter
2251 of the Texas Government Code) and provisions of this Agreement, including
Exhibit "B," which is attached hereto and incorporated herein for all purposes.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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 30 days' written notice of termination.
4.2 Non-aaaroariation 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 Obliizations 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.
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 to make full disclosure,
as promptly as possible, to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and
employees, agrees that it shall treat all information provided to it by City ("City
Information") as confidential and shall not disclose any such information to a third parry
without the prior written approval of City, unless disclosure is required by law or judicial
or regulatory process. In the event disclosure is required by law or judicial or regulatory
process, Vendor will promptly notify the City if doing so is not legally prohibited.
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.
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5.4 Unauthorized Access. Vendor shall store and maintain City Information in
a secure manner and shall not allow unauthorized users to access, modify, delete or
otherwise corrupt City Information in any way. Vendor shall notify City immediately if the
security or integrity of any City Information has been compromised or is believed to have
been compromised, in which event, Vendor shall, in good faith, use all commercially
reasonable efforts to cooperate with City in identifying what information has been accessed
by unauthorized means and shall fully cooperate with City to protect such City Information
from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years
after final payment under this Agreement, or the final conclusion of any audit commenced during
the said three 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. If the audit is not conducted by City employees, the auditor should sign an
NDA in favor of the Vendor.
7. Independent 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, contractors and subcontractors. Vendor
acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers,
agents, servants, and employees on the one hand and the Vendor, its officers, agents, employees,
servants, separate contractors, and subcontractors on the other hand. Vendor further 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 subcontractors of
Vendor. Neither Vendor nor any officers, agents, servants, employees or subcontractors 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 of any of its officers, agents,
servants, employees, or subcontractors.
8. Liability and Indemnification.
8.1 LIABILITY- VENDOR WILL BE LIABLE AND RESPONSIBLE FOR
ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL
INJURY, INCLUDING, BUT NOT LIMITED TO, 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
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OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS
AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS
OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES,
FROM AND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY
DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S
BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL INJURY,
INCLUDING, BUT NOT LIMITED TO, 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, REPREENTATIVES,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 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
property right arising from City's use of any Vendor -provided 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, City's assumption of payment of costs or expenses shall not eliminate
Vendor's duty to indemnify 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 Vendor's sole discretion, expense and as City's
sole contractual 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
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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.
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. 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.
9.2 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.
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) 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 Reauirements
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(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 in respect to the contracted services.
(b) A minimum of thirty (30) days' notice of cancellation or reduction
in limits of coverage shall be provided to City. Ten (10) days' notice shall
be acceptable in the event of termination or cancellation due to 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.
(c) 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.
(d) Any failure on the part of City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(e) 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. 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 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, 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, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES
TO ASSUME SUCH LIABILITY AND TO INDEMNIFYAND DEFEND CITYAND HOLD
CITYHARMLESS FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its
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agents, employees, servants or representatives; or (2) received by the other party by United States
Mail, registered, return receipt requested, addressed as follows:
To CITY:
City of Fort Worth
Attn: Deputy City Manager
200 Texas Street
Fort Worth, TX 76102-6314
With copy to Fort Worth City Attorney's
Office at same address
To VENDOR:
Sana Syed
The Marilla Group LLC
908 S Cesar Chavez Blvd.
Dallas, TX 75201
14. Solicitation of Emblovees. 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. If any action, whether real or asserted, at law or in equity, is brought
pursuant to this Agreement, 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 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
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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 Event, with the reasonableness of such notice to be determined by the City
in its sole discretion. The notice required by this section must be addressed and delivered in
accordance with Section 13 of this Agreement.
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 its exhibits 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 A.
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. Counteruarts: Electronic Signatures. 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. Electronically
reproduced signatures transmitted by facsimile or electronic mail shall be treated as originals for
all purposes hereof.
24. 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,
at Vendor'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.
25. Immigration Nationalitv 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
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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. Ownership of Work Product. Except as otherwise provided in the subsequent
paragraph, 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.
Provided, however, City acknowledges certain deliverables that have been created by Vendor
prior to this contract, such as sample statements forms, and communications, are based on
Vendor's templates, which are and shall remain Vendor's exclusive intellectual property. Vendor
grants to City a non-exclusive, perpetual, royalty -free license to use, copy, and distribute
deliverables containing Vendor's intellectual property. This license does not include any right to
grant any sublicenses.
27. mature Authoritv. The person signing this Agreement hereby warrants that
they have the legal authority to execute this Agreement on behalf of the respective parry, 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 Companv 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 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 2271 of the Texas Government Code, the City is prohibited from entering into a
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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" has the meanings ascribed to
those terms in Section 808.001 of the Texas Government Code. By signing this Agreement,
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
Agreement.
30. Prohibition on Bovcotting Energv Comuanies. 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 Vendor that it: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement. 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 Vendor 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.
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.
33. 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.
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34. Affiliate Services. Upon request of City, Vendor or an affiliate of Vendor may
agree to additional services to be provided by Vendor or an affiliate of Vendor, by a separate
writing, including separate scope and compensation, between City and Vendor or its respective
affiliate. For the sake of clarity, any separate agreement between City and an affiliate of Vendor
shall not in any way be deemed an amendment or modification of this Agreement.
35. Information To Be Furnished To Vendor. All information, data, reports, and
records in the possession of City or any third party necessary for carrying out any services to be
performed under this Agreement ("Data") shall be furnished to Vendor. Vendor may rely on the
Data in connection with its provision of the services under this Agreement and the provider thereof
shall remain solely responsible for the adequacy, accuracy or completeness of such Data.
(signature page follows)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
City of Fort Worth
By: �-44 4 �
Name: Mark McDaniel
Title: Deputy City Manager
Date: Dec ll) 2024
The Marilla Group
By:
Name: Sana Salma Syed
Title: Managing Member
Date: DPrPmbpr 10, 2024
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approved as to Form and Legality:
By:
Name: Hye Won Kim
Title: Assistant City Attorney
Contract Authorization:
M&C: N/A
Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
By: 2AZ t-& o�
Name: Christoplfer M. Nolfi
Title: Management Analyst
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City Secretary: ;° 000
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Name: Jannette Goodall
Title: City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 12 of 16
EXHIBT A
SCOPE OF SERVICES
Overview
Vendor shall provide crisis communication advising, assess and analyze City's communication
and marketing, develop strategic plan and key messaging, provide workshops and trainings, and
provide evaluation and optimization. In particular, Vendor will perform the following tasks as
detailed herein:
�] Task 1— Crisis Communication Advising
:] Task 2 — Assessment and Analysis
:] Task 3 — Developing Strategic Plan and Key Messaging
:] Task 4 — Workshops and Trainings
:] Task 5 — Evaluation and Optimization
Task 1— Crisis Communication Advising
Vendor's Duties:
Vendor will collaborate with the City and advise on responding to crises and provide
guidance with respect to other strategic City communications upon City's request. Vendor
shall ensure the availability of at least one of Vendor's personnel for 48 hours each week
to promptly respond to City's notice of need.
Citv Duties:
City will designate a point of contact for communications, provide a notice of need as
reasonably soon as possible, and provide the format for any deliverables when necessary.
Deliverable:
Crisis communication advising in the format provided or requested by the City, which may
include written communications or scripts.
Timeframe:
Continuous throughout the Agreement
Task 2 — Assessment and Analysis
Vendor will conduct a thorough review of the City of Fort Worth's current communication
policies and strategies, staff, structure, tools, platforms, and systems (i) to identify strengths
and weaknesses; (ii) to formulate recommendations aimed at enhancing City messaging
and streamlining processes and systems to better align with City's goals; and (iii) to
develop a consistent communications and marketing plan for the entire organization with
department -specific variations as needed.
Vendor's Duties:
Vendor will:
hold a series of one-on-one meetings with at least twenty-five (25) staff and internal
stakeholders designated by the City; and
review City provided materials regarding its communications and marketing
efforts, including organizational structure, communication channels, graphic design
resources, digital platform utilization, and marketing strategies, plans, and
processes
with a goal of gaining an understanding of the City's current approach with regard to
communications and marketing in order to identify strengths, weaknesses, and
opportunities to increase efficiency and make other improvements.
Citv Duties:
City will:
• identify key stakeholders with regard to communications and marketing, including
management and elected officials as needed;
• ensure that the identified individuals are available to meet with Vendor; and
• provide copies of existing marketing materials and communication plans, policies,
and strategies.
Deliverable:
A comprehensive report that (i) outlines the City's current efforts, roadblocks,
opportunities, strengths, and weaknesses and (ii) formulates strategies to streamline
processes and systems in order to reach internal alignment on goals to ultimately enhance
collective efforts toward a single, multipronged strategy.
Timeframe: To be completed within the third month of the Effective Date
Task 3 — Developing Strategic Plan and Key Messaging
Vendor will develop a City-wide marketing and communication strategy reflecting the
City's goals and mission with department specific variants as needed.
Vendor's Duties:
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Vendor will:
• work with City leadership to ensure understanding and alignment of the mission,
goals, strategic plan, and key messaging for the organization and for individual
departments;
• create a marketing and communications strategy that outlines key initiatives,
messaging, target audiences, and tactics to achieve the defined goals, including any
necessary organizational development and updated brand guidelines;
• identify necessary budget, personnel, and/or tools required for successful
implementation of the strategy; and
• create an implementation action plan for each department, with timelines,
responsibilities, templates, and resources needed for each initiative and steps
needed to reach goals.
Citv Duties:
City will designate personnel tasked with coordinating with Vendor.
Deliverable:
City-wide and department specific marketing and communications strategies and
implementation action plans.
Timeframe: To be completed within the fourth month of the Effective Date
Task 4 — Workshops and Trainings
Vendor will train City staff on implementation of the new communications and marketing
approach.
Vendor's Duties:
Vendor will:
• develop a program of workshops to train identified staff on the new
communications and marketing approach and its implementation, with such
trainings to specifically address new tools, systems, and procedures as well as
analytics, monthly reports, editorial calendars, and content creation, all of which
reflect a standardized look and feel across departments;
• schedule and conduct at least 40 workshops and/or trainings to educate
communication staff from various departments on the plan;
• track the implementation of the new marketing and communications initiatives to
ensure consistency among all departments and that initiatives are progressing as
planned.
Citv Duties:
City shall designate required to attendees for the training and provide physical or virtual
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meeting space.
Deliverable:
A submission of sample material of workshops and trainings for City's approval; at least
40 workshops and/ or trainings; and a report for each workshop and/or training providing
the following information: time and date of the workshop or training, list of attendees,
topics covered, and materials provided.
Timeframe: To be completed within the seventh month of the Effective Date
Task 5 — Evaluation and Optimization
Vendor's Duties:
Vendor will:
• monitor the effectiveness of the new strategies through metrics and internal
feedback;
• assess what worked well and what needs adjustment based on the evaluation data;
• propose necessary adjustments to the strategies and initiatives to ensure ongoing
improvement and relevance;
• develop a system for continuous communication with the community and
stakeholders to maintain engagement;
• identify channels for proactive engagement and assist in maintaining robust internal
review processes to adapt strategies as needed;
• aid in developing consistent key messaging, crisis communication preparedness,
and community engagement campaigns; and
• provide sustained guidance on evolving practices, long-term planning, and
leadership development within the City's communications teams.
Citv Duties:
City will cooperate with Vendor to provide feedback
Deliverable:
A weekly or biweekly report of progress on deliverables, and the evaluation and
optimization of City communication, as appropriate.
Timeframe:
To begin upon the completion of Task 4, continuous until the expiration of the Agreement
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