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HomeMy WebLinkAboutContract 63264City Secretary Contract No. 63264 FORT WORTH, "1*41 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, and THE MARILLA GROUP, LLC D/B/A SUNNY BLACK ("Vendor"), a domestic limited liability company, 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 Vendor Services Agreement; 2. Exhibit A — Scope of Services and Vendor Proposal; 3. Exhibit B — Price Schedule; and Exhibits A and B, 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 or B and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. Scope of Services. Vendor will provide full-time strategic and operational support as the contracted Chief Communications Officer for the City, leading the reorganization of the Communications and Public Engagement (CPE) department, establishing policies, processes, and a media relations vertical, and developing the Strategic Hub for Outreach and Production (SHOP). Additionally, the vendor will deliver crisis communication support, staff training, content creation, and community outreach, ensuring alignment with the City's branding and strategic goals, and such other services as detailed in the attached proposal, which is attached hereto and incorporated herein, as Exhibit A. 2. Term. This Agreement shall, upon signature by the City Manager below, to be effective as of May 1, 2025 ("Effective Date") and shall expire 6 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 renew this Agreement under the same terms and conditions, for up to two (2) six-month renewal options. 3. Compensation. 3.1 Total compensation under this Agreement for the initial 6-month term, and OFFICIAL RECORD Vendor Services Agreement CITY SECRETARY Page 1 of 17 FT. WORTH, TX City Secretary Contract No. any 6-month renewal term, if exercised, will be an amount up to $100,000.00. 3.2 The Vendor acknowledges that this is a non-exclusive agreement and there is no guarantee of any specific amount of purchase. Further, Vendor recognizes that the amount stated above is the total amount of funds available, collectively, for any Vendor that enters into an agreement with the City under the relevant M&C and that once the full amount has been exhausted, whether individually or collectively, funds have therefore been exhausted under this Agreement as well. 3.3 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 225 of the Texas Government Code) and the provisions of this Agreement, including Exhibit "B" - Price Schedule, which is attached hereto and incorporated herein for all purposes. 3.4 Vendor will 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 will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 3.5 Due to inconsistent filings between the Texas Secretary of State and the Internal Revenue Service ("IRS") EIN registration, the City and Vendor agree that payment for Vendor's services will be made to Sunny Black, LLC until such time as Vendor corrects its filing with the IRS. For contextual purposes only, the Vendor was formerly, and originally, registered as an entity named Sunny Black, LLC. In November 2024, the Vendor officially filed a Certificate of Amendment with the Texas Secretary of State to change its name from "Sunny Black, LLC" to "The Marilla Group, LLC." Then, in April 2025, Vendor officially filed an assumed name certificate with the Texas Secretary of State for "Sunny Black." However, Vendor has not updated its registration with the IRS to reflect the name change from Sunny Black, LLC to The Marilla Group, LLC. Therefore, as mentioned above, to comply with relevant federal law and the City's obligations for issuing payment, all payments made under this Agreement to Vendor will be in the name of "Sunny Black, LLC" until such time as Vendor updates its filing with the IRS and this Agreement may be amended to remove this provision. 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 -appropriation 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. Vendor Services Agreement Page 2 of 17 City Secretary Contract No. 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. 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 immediately to make full disclosure 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 party without the prior written approval of City. 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 Seller. It will be the responsibility of Seller 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. 5.4 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 Services Agreement Page 3 of 17 City Secretary Contract No. 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. 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, except as expressly provided herein. 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 subVendors. Notwithstanding the foregoing, Vendor is authorized to act as a representative of the City solely for the purpose of performing designated duties as the contracted Chief Communications Officer, including but not limited to managing press communications, crisis communications, and other public -facing activities as specified in this Agreement or as directed by the City. Such authorization does not constitute an agency relationship, and Vendor shall not have the authority to bind the City or enter into contracts or obligations on the City's behalf unless expressly authorized in writing by the City. 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 subVendors. 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 subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor 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 subVendor. 8. Liability and Indemnification. 8.1 LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCL UDING DEA TH, TOANYANDALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR Vendor Services Agreement Page 4 of 17 City Secretary Contract No. MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 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 THE SOFTWARE AND/OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE OR PAYSHALL 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 LA WSUIT AS NECESSARY TO PROTECT CITY'S INTEREST, AND CITYAGREES 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. CITYAGREES TO GIVE VENDOR TIMELY WRITTENNOTICE OFANYSUCH CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CITYMAY 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 ITS OWN EXPENSE AND AS CITY'S SOLE REMEDY, EITHER: (A) PROCURE FOR CITY THE RIGHT TO CONTINUE TO USE THE SOFTWARE AND/OR DOCUMENTATION, OR (B) MODIFY THE SOFTWARE AND/OR DOCUMENTATION TO MAKE IT NON -INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT MATERIALLY AD VERSEL YAFFECT CITY'S A UTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION, OR (C) REPLACE THE SOFTWARE AND/OR DOCUMENTATION WITHEQUALLY SUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON -INFRINGING SOFTWARE AND/OR DOCUMENTATION AT NO ADDITIONAL CHARGE TO CITY; OR (D) IF NONE Vendor Services Agreement Page 5 of 17 City Secretary Contract No. 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 A VAILABLE TO CITY UNDER LA W. 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, 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 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 Requirements Vendor Services Agreement Page 6 of 17 City Secretary Contract No. (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) 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. (c) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (d) 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, subVendors 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, or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: Vendor Services Agreement Page 7 of 17 City Secretary Contract No. To CITY: City of Fort Worth Attn: Jesus "Jay" Chapa City Manager 100 Fort Worth Trail Fort Worth, TX 76102 With copy to Fort Worth City Attorney's Office at same address To VENDOR: The Marilla Group, LLC d/b/a Sunny Black Sana Syed, Director 908 S. Cesar Chavez Blvd. Dallas, Texas 75201 14. 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. 15. 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. 16. 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. 17. 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. 18. Force Maieure. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 19. 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. 20. 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 Vendor Services Agreement Page 8 of 17 City Secretary Contract No. interpretation of this Agreement or Exhibits A, B, and C. 21. 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. 22. 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. 23. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 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 and 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 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. 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 Vendor Services Agreement Page 9 of 17 City Secretary Contract No. 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. The above notwithstanding, City acknowledges certain deliverables that have been created by Vendor prior to the effective date of this Agreement, 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. Signature Authoritv. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 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 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 2271 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 Chapter 2271 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 Energv Companies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2), the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more, which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" Vendor Services Agreement Page 10 of 17 City Secretary Contract No. and "company" have the meaning ascribed to those terms by Chapter 2276 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2). 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 (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1), the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1). To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. (signature page follows) Vendor Services Agreement Page 11 of 17 City Secretary Contract No. [Executed effective as of the date signed by the City Manager below.] / [ACCEPTED AND AGREED:] City: Vendor: By: • 44,4,Z4 P� B Y—A Y•. Name: bigRM'iJiMAY 13, 2U2S 11:24 (.0 1) Name: Sana Syed Title: Assistant City Manager Title: Director Date: 05/1 3/2O25 Date: CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approved as to Form and Legality: By: Name: T for C. Paris Title: Assistant City Attorney Contract Authorization: M&C: Date M&C Approved: Form 1295: 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: Bethanr(M�02509:29CDT) Name: Bethany Warner Title: Intergovernmental Relations Manager po44FORt��� F000000000lY09pd City Secretary: v 10 Pcio oia 0 00 Caan nEXA?o4p By: Name: J nette S. Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 12 of 17 EXHIBIT A SCOPE OF SERVICES Vendor shall provide the City with the services as described in Section 1 of the Agreement and the attached proposal, which is incorporated by this reference. In addition, the Vendor agrees to the following deliverables and timing goals: Deliverables with Timing Goals Task 1: Organizational Restructuring of CPE: Expected Completion: November 2025 (within the first six months) • Reorganized CPE Department Structure • Deliverable: A finalized organizational chart and team structure for the CPE department, as defined in the Proposal, developed in collaboration with City leadership and HR, including two new divisions alongside the Customer Care Division (3-1-1 Call Center and MyFW App) • Timing Goal: Completed by November 2025. • Updated Job Descriptions • Deliverable: Revised job descriptions for all positions within the CPE department, aligned with position reclassifications and approved by HR. • Timing Goal: Delivered by October 2025 • Hiring Plan for CPE Vacancies • Deliverable: A recruitment process for vacant CPE positions, including job postings, candidate interviews, and final hires, in coordination with HR. Vendor shall assist in candidate screening and interviews; final hiring decisions remain the City's responsibility. • Timing Goal: Recruitment completed for majority of vacant positions by November 2025, with any remaining hires finalized by December 2025. • Media Relations Vertical • Deliverable: A fully established media relations unit within CPE, with defined roles, workflows, and staff assignments. • Timing Goal: Operational by October 2025 • Team Morale and Collaboration Initiatives • Deliverable: At least two team -building events to improve CPE morale. Vendor will plan and lead events in coordination with City leadership and subject to available City resources. • Timing Goal: First event by August 2025; second by November 2025. Task 2: Framework and Policv Development Expected Completion: Ongoing beyond November 2025, with key processes established by January 2026 to support SHOP Assistant Director onboarding, and additional processes continuing until the permanent CPE Director is hired in 2026 • Crisis Communications Framework • Deliverable: A scalable crisis communications plan aligned with the City's Vendor Services Agreement — Exhibit C Page 13 of 17 City Secretary Contract No. emergency operations protocols, including roles, responsibilities, and communication workflows. • Timing Goal: Delivered by August 2025. • Media Relations Process • Deliverable: A standardized process for managing media inquiries (excluding police and fire) and reviewing open records requests, as per the Proposal, with workflows for tracking, responding, and reporting to City leadership. • Timing Goal: Implemented by July 2025, within the first two months. • Strategic Hub for Outreach and Production (SHOP) and Public Information & Crisis Communication Division Framework • Deliverable: A fully developed operational structure for SHOP, focused on its goals of integrating production and outreach elements of the CPE Department into one organized division that will focus on high quality, timely production and effective response. Create intake, process and deliverable structure. And a fully developed operational structure for the new Public Information and Crisis Communication Division, focused on its objectives of proactive and consistent media relations and crisis communications, including a training program for new PIOs. • Timing Goal: Implemented by January 2026, aligned with the hiring and training of the SHOP AD. • Cross -Departmental Communications Strategy • Deliverable: A citywide communications strategy document aligning departmental messaging with City leadership goals. • Timing Goal: A high-level communications strategy report, delivered by September 2025, with updates as needed through 2026. • Brand Guidelines and Templates • Deliverable: Updated City brand guidelines and standardized templates for staff use (e.g., presentations, emails, social media posts). • Timing Goal: Delivered by August 2025, with ongoing adherence monitoring through 2026. • Professional Development Program • Deliverable: A training program for CPE staff, including modules on strategic communication, crisis communication, and content development, including at least two tabletop crisis exercises developed in coordination with City emergency operations leadership. • Timing Goal: First training session by September 2025; second by December 2025, with additional sessions in 2026 as needed. • Establish Key Performance Indicators (KPIs) • Deliverable: Establish KPIs to measure communication impact, media reach, engagement, responsiveness, and report regularly to City leadership. • Timing Goal: KPIs defined by November 2025; first quarterly report by November 2025, with ongoing reports through 2026 as needed. Task 3: Interim Chief Communications Leadership and Transition Support Expected Completion: Continues until the permanent CPE Director is hired in 2026, with some responsibilities transitioning to the SHOP AD by January 2026 Vendor Services Agreement Page 14 of 17 City Secretary Contract No. • Weekly Leadership Reports • Deliverable: Weekly progress reports submitted to the Assistant City Manager (ACM) and City Manager, detailing departmental activities, restructuring progress, and key outcomes. • Timing Goal: Initiated by June 2025; submitted weekly through January 2026, transitioning to biweekly reports until the permanent CPE Director is hired in 2026. The City may adjust the frequency based on organizational needs. 24/7 Crisis Communication Redundancy • Deliverable: Maintain a rotating on -call schedule to ensure best-efforts 24/7 availability for crisis communications.. • Timing Goal: Roster delivered by June 2025, updated monthly through January 2026, until the permanent CPE Director is hired in 2026. • Messaging and Communication Training • Deliverable: At least two workshops for staff, leadership, and City Council members on messaging, storytelling, and crisis readiness. • Timing Goal: First workshop by September 2025; second by December 2025, with additional support as needed in 2026. Vendor Services Agreement Page 15 of 17 City Secretary Contract No. EXHIBIT B PRICE SCHEDULE The City will compensate Vendor for services rendered under this Agreement according to the following price schedule: • Monthly Retainer • Initial Retainer (May 2025—December 2025): The City will pay the Vendor a monthly retainer ranging from $21,500 to $31,500, determined based on the scope of services provided each month, as outlined in Exhibit A and the attached Proposal and the deliverables in the Agreement. The specific retainer amount for each month will be mutually agreed upon by the City and Vendor, based on the anticipated effort for Task I (department restructuring), Task 2 (policies and processes setup), and Task 3 (interim Chief Communications Officer services), with a minimum of $21,500 and a maximum of $31,500 per month. • Reduced Retainer (January 2026 onward): The monthly retainer will be fixed at $21,500 upon the hiring and training of the SHOP Assistant Director, expected to occur by January 2026. This reduction reflects the completion of Task 1 (department restructuring) by November 2025 and the transition of certain responsibilities under Tasks 2 and 3 to the SHOP Assistant Director, pending the hiring of a permanent CPE Director in 2026. • Total Compensation Cap • In no event will the total compensation under this Agreement for the initial 6-month term (May 2025 November 2025) exceed $100,000.00. • For each 6-month renewal term, if exercised, the total compensation will not exceed $189,000.00, subject to the monthly retainer rates outlined above. • The maximum compensation for the full potential contract duration (up to 18 months, including the initial term and two possible renewals) will not exceed $567,000.00. • Conditions for Retainer Range (May 2025—December 2025) • The retainer amount within the $21,500—$31,500 range will be determined based on the following factors: • Task 1 Intensity: During the restructuring phase (May 2025—November 2025), higher retainer amounts (closer to $31,500) may be warranted due to the intensive effort required for deliverables such as the organizational chart, job descriptions, hiring, and media relations vertical setup. • Task 2 and 3 Scope: The establishment of policies and processes (Task 2) and the provision of interim Chief Communications Officer services (Task 3) will contribute to the retainer amount, particularly for deliverables requiring significant leadership engagement, crisis response, or training. • Deliverable Milestones: The Vendor will propose the monthly retainer amount in advance, referencing specific deliverables (e.g., crisis communications framework by August 2025, SHOP framework by January 2026) and estimated hours, subject to City approval. • After Task 1 is completed (November 2025), the retainer will trend toward the lower end of the range ($21,500) in December 2025, reflecting the reduced scope as Tasks 2 and 3 continue. Vendor Services Agreement Page 16 of 17 City Secretary Contract No. Retainer Reduction Trigger • The retainer will be fixed at $21,500 per month upon the City's confirmation that the SHOP Assistant Director has been hired and trained, expected by January 2026. Expenses • The monthly retainer is inclusive of all Vendor costs, including personnel, travel, materials, and administrative expenses, unless otherwise agreed in writing by the City. Vendor Services Agreement Page 17 of 17