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HomeMy WebLinkAboutContract 63326City Secretary Contract No. 63326 FORT WORTH, "1*41 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 MEDIA NEW HOLDINGS INC. ("Vendor"), a Georgia foreign profit corporation, 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. Scope of Services. Police background and recruiting section will use Cumulus Media services to conduct a Digital Marketing 2025 Officer Recruitment Campaign, website build, and Search Engine Optimization (SEO) ("Services"). Exhibit "A," - Scope of Services more specifically describes the services to be provided hereunder. 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 shall begin on the date signed by the City's Assistant City Manager ("Effective Date") and shall expire one (1) year from that date, unless terminated earlier in accordance with this Agreement. Buyer shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (4) one-year renewal periods, (each a "Renewal Term"). 3. Compensation. 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 during any individual term will not exceed two hundred fifty-eight thousand dollars ($258,000.00). Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves 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 Professional Services Agreement FT. WORTH, Tx Page 1 of 25 City Secretary Contract No. 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 at least 30 days' written notice of termination. 4.2 Non-Abbronriation of Funds. In the event no funds or insufficient funds are appropriated by Fort Worth City Council 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. 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 information or 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 as such all documents held or maintained by City may be subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked by Vendor as Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit to the Texas Attorney General's Office 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. 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. Professional Services Agreement Page 2 of 25 City Secretary Contract No. 6. Ri2ht to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this contract, 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. 7. Indenendent 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 shall 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 and its officers, agents, servants and employees, and Vendor and Vendor's officers, agents, employees, servants, vendors and subcontractors. 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 any of its officers, agents, servants, employees, or subcontractors. 8. LIABILITY AND INDEMNIFICATION. 8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE, OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION -VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND 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, MALFEASANCE, OR INTENTIONAL MISCONDUCTS OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, CONTRACTORS, SUBCONTRACTORS, 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 Professional Services Agreement Page 3 of 25 City Secretary Contract No. CITY'S USE OF VENDOR'S 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 INTERESTS, 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 ITS OWN EXPENSE: (A) PROCURE FOR CITY THE RIGHT TO CONTINUE TO USE THE SOFTWARE AND/OR DOCUMENTATION; (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; (C) REPLACE THE SOFTWARE AND/OR DOCUMENTATION WITH EQUALLY SUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON -INFRINGING SOFTWARE AND/OR DOCUMENTATION AT NO ADDITIONAL CHARGE TO CITY; OR (D) IF NONE OF THE FOREGOING ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR TERMINATE THIS AGREEMENT, AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY, SUBSEQUENT TO WHICH TERMINATION CITY MAY SEEK ANY AND ALL REMEDIES AVAILABLE TO CITY AT LAW OR IN EQUITY. 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 by 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. Professional Services Agreement Page 4 of 25 City Secretary Contract No. 9.2 Subcontract. If City grants consent to a subcontract, the sub vendor shall execute a written agreement with Vendor referencing this Agreement by which the 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) 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) Workers' 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. Professional Services Agreement Page 5 of 25 City Secretary Contract No. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers 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 or reduction in limits of coverage shall be provided to City. A minimum of 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, 100 Fort Worth Trail, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the address identified in Section 13 below. (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. 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 exchanged, 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, SUBVENDORS, 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 Professional Services Agreement Page 6 of 25 City Secretary Contract No. transmission, or (3) received by the other parry by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 With copy to Fort Worth City Attorney's Office at same address WIN��11�1 Cumulus Media New Holdings Inc. Jeff Caves, Sales 3090 Nowitzki Way Suite 400, Dallas, Texas 75219 14. Solicitation of Emulovees. 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 other party. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation or advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that City does not waive or surrender any of its governmental powers or immunities by execution of this Agreement. 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; materials 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 State; 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 Professional Services Agreement Page 7 of 25 City Secretary Contract No. 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 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 rule of contract construction to the effect that any ambiguities are 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 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, including any assigns and or successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. Counterparts. This Agreement may be executed in one or more counterparts, and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, 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. 26. 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 and 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 OR VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. Ownership of Work Product. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation created, published, displayed, and/or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret, and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from Professional Services Agreement Page 8 of 25 City Secretary Contract No. 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 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 or instrument of transfer, free from any claim, lien for balance due, or rights of retention thereto. 28. 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. 29. Change in Companv Name or Ownership. For the purpose of maintaining updated City records, Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or an address change. 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, a copy of the board of directors' resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation may adversely impact future invoice payments. 30. 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. To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, by signing this contract, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 31. Prohibition on Bovcotting Energv Companies. 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 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services 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. 32. Prohibition on Discrimination Against Firearm and Ammunition Industries. 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 Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services 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 Professional Services Agreement Page 9 of 25 City Secretary Contract No. 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. 33. 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, email, or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. (remainder of page intentionally left blank) (signature page follows) Professional Services Agreement Page 10 of 25 City Secretary Contract No. ACCEPTED AND AGREED: CITY OF FORT WORTH: ox.,qj---_ By: Iam Johnson fh y 27, 202516:06 CDT; Name: William Johnson Title: Assistant City Manager Date: 05/27/2025 APPROVAL RECOMMENDED: By: RobeRAl ,y 27, 2029 12 39 CDT) Name: Robert A. Alldredge, Jr. Title: Executive Assistant Chief ATTEST: 4� pORtoa�� o °° a>o �y0d A ..�°h��-4„ ddaIl nE�p5o4 By: Name: Jannette Goodall Title: City Secretary VENDOR: CUMULU ADEW H DBy: Name: an B Title: Regional Vice President and Market Manger Date: L/�-A> . Professional Services Agreement 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: Hye Won Kim Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 25-0452 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 11 of 25 EXHIBIT A SCOPE OF SERVICES Cumulu DIGITAL DIGITAL MARKETING PROPOSAL Presented To Fort Worth PD Presented By: Kevin Warren &Jeff Caves Campaign Outline To create an effective marketing campaign for Fort Worth Police Department's Fall 2025 Civilian recruitment efforts, we'll focus on the following specific goals and targets for applicants. Goal: • 4,000-5,000 applications to generate 800-900 qualified applicants for police officer testing • Increase awareness of FWPD career opportunities among the target demographic • Highlight the benefits and impact of serving as a Fort Worth police officer • Showcase FWPD's commitment to diversity and community engagement • Campaign runs for 60 days, Start date TBD Target Areas: • DFM Metroplex + 50 miles • Austin, Houston, San Antonio • Colleges & Universities Diversity Goals Ideally, applications should mirror the diversity of Fort Worth (according to FW Economic Development): • White alone, not Hispanic or Latino:39.5% • Hispanic or Latino: 35.0% • Black or African American alone:19.0% • Asian alone:4.2% Applicant Profile • Age: 20-25 years old • Education: High school graduates, College preferred • Background: Blue-collarjobs (e.g., construction, Walmart, security guards) Campaigns Cumulus Digital is a marketing agency specializing in SEO, Paid Media, Social Media, Web Development, and Google Analytics. We craft holistic digital strategies to drive traffic, sales, and engagement. Our in-house team ensures transparency and efficiency in every project. Cumulus D I G I T A L DEEP DATA Data is at the core of our approach and is woven into every aspect of what we do. We dive into the analytics that shape your digital marketing campaign, ensuring that every decision and action is not only informed but also optimized for success. I I I I LAM :J :J Lai I ADVANCED MARKETING STRATEGY Each marketing strategy is crafted to align seamlessly with your unique business objectives. Addressing your current needs and anticipating the dynamic shifts in your industry, it ensures adaptabilityfor sustained growth. CAMPAIGN MANAGEMENT While we employ tools for assisting in onboarding new customers, your dedicated team makes hands-on adjustments and optimizations while utilizing the most advanced Al tools in the industry. AUDIENCE TARGETING O Audience segments can be tailored to find hyper- relevant users for your brand across 120,000+ sites. ��1p • Target people reading about a particular topic or competitor on the web. I • Target people during and after their visit to a particular physical location • Target people on devices associated with a particular IP a address. • Target people using mobile devices. • Target people by internet service provider (ISP). qq • Target contacts from a CRM list you upload. O • Intersect any audience with another. • Target keywords and phrases that are applicable to your campaign that align your ads with the right content. J Campaign Outline a.ie s..rcn Go gle b Bing Campaign Structure Ad Groups • General Police Recruitment • Specific Job Roles (e.g., Patrol Officer, Police Officer) • Benefits and Career Growth • Community Impact Keywords • "Fort Worth policejobs" • "Police officer careers Fort Worth" • "Law enforcement opportunities Texas" • "FWPD recruitment" • "Police academy Fort Worth" Ad Copy Strategy • Highlight competitive salary and benefits • Emphasize career advancement opportunities • Showcase community impact • Include a strong call -to -action (e.g., "Apply Now", "Join FWPD Today") Landing Page (from new website build) • Create a dedicated landing page for the campaign, optimized for conversions with: • Clear information about requirements • Benefits of joining FWPD • Easy -to -use application form or test registration Campaign Outline Radio/"Q"UU-News/Weather/Traffic/Sports Sponsor Campaign Structure • Air a 3-week blitz of:05/:15 ads during the middle 1/3 of the campaign on The Cumulus Texas Info Network (CTIN) • Ad creative targets applicants and extended family and friends • Run 25x per week/per station 9/8-9/26-375 total commercials • Use QUU-synced on -screen messages on car dashboards to drive recruiting landing page traffic while commercials air Stations CTIN Network: • WBAP AM/FM /KLIFAM - News/Talk • KSCS/KLPX FM- Country • KTCK The Ticket AM/FM - Sports • Ads run during premium airtimes: Monday -Friday Sam-8pm • Adults 21+ Impressions: 3,960,000 Ad Copy Strategy • KSCS/KPLX/KTCK ad copy for applicants • WBAP/KLIF ad copy targets friends and family to encourage applicants • Fill the top of the marketing funnel to create DFW mass awareness Why CTIN? • DFW commuters average over 65 minutes each day in their car and spend 12 total days a year in traffic! Campaign Meta (Fasebaak Outline and Instagram) Campaign Campaign Structure Ad Formats • Facebook and Instagram Feed Ads • Instagram Stories • Facebook Video Ads Content Strategy • Highlight competitive salaries and benefits • Showcase career growth opportunities • Emphasize community impact and public service • Feature real officers sharing their experiences Call -to -Action • "Learn More" button directing to the recruitment website • "Apply Now" button for immediate applications Optimization • A/B testing different ad creatives and messages • Monitor engagement rates and adjust targeting accordingly • Use frequency capping to prevent ad fatigue Demographic Targeting • Create custom audiences to reach underrepresented groups in law enforcement Retargeting • Use pixel tracking to retarget website visitors with follow-up ads OQ Meta Campaign Outline n.eait Campaign Campaign Structure Ad Formats • Use promoted posts to increase visibility in targeted subreddits • Implement display ads across the Reddit platform Content Strategy • AMA (Ask Me Anything) style posts featuring current Fort Worth PD officers • Informative posts about the application process and requirements • Highlight unique aspects of working for Fort Worth PD Subreddit Targeting • Focus on relevant subreddits such as r/ProtectAndServe, r/AskLEO, r/jobs, and r/careerguidance • Engage in local Fort Worth and Texas -related subreddits Call To Action • Direct interested users to the Fort Worth PD recruitment website C reddit Building Karma • Establish credibility by consistently contributing helpful content • Aim to increase the department's "comment karma" through meaningful interactions Campaign Outline Addressable Geofencing We'll create an effective email marketing campaign for Fort Worth Police targeting new officer candidates using a data lists and targeted email. Campaign Structure Data List Segmentation • Age groups: 21-35 years old • Education levels: High school graduates, some college, college graduates • Occupations: Recent graduates, military veterans, civil service workers Addressable Audience Curation • Use demographic variables to identify households matching the target criteria • Focus on Dallas Fort Worth area and surrounding regions Geofencing Implementation • Create custom -shaped target fences around identified households • Use GPS and plat line data for precise targeting Ad Delivery Strategy • Multi -Device Targeting: • Serve ads across various devices within targeted households • Utilize cross -device matching for consistent messaging Content Focus • Highlight competitive salary and benefits • Showcase career advancement opportunities • Emphasize community impact and public service Additional Targeting Layers • Event -Based Geofencing: • Target attendees of relevant events (e.g., job fairs, community college events) • Create temporary geofences around event locations • Location -Based Targeting: • Geofence areas around community colleges, military bases, and competitor agencies • Capture visitors and serve ads for up to 30 days after their visit .` 0) theTradeDesk' Campaign Outline crvoir Campaign Structure CTV & OTT Platforms Call -to -Action • Netflix • Direct viewers to the Fort Worth PD recruitment website • Amazon Prime Video Targeting Strategy • Hulu Contextual Targeting: • Disney+ • Place ads during crime dramas, documentaries, and local news • Roku programs • Amazon Fire TV Behavioral Targeting: • Apple TV • Target viewers who have shown interest in law enforcement content or • Smart TVs careers Ad Content Video Format: Connected levices Over • • media 15-second and 30-second spots NETFLIX PIayS[ation.Vue tuba Incorporate elements from the viral recruitment video featuring Roku i UtV Officers like Officer Big B TV You0 TV h U I Lr 14V Key Messages firet7 `% chromecast I> H®ONOW Sling. PLUTo© • Highlight competitive salaries and benefits • Showcase career growth opportunities Play5tation r� X$OX o� �ISr4eo+ fUkUry P r. video • Emphasize community impact and public service , Feature the department's fun and creative work culture • p SMARTTV �naroaty MOVIES&r�- VUDU V11t1¢O FX+ COMEDY CENTRAL i)ISCOVer y Body Content • Keep emails concise and visually appealing • Use bullet points to highlight key information • Include high -quality images of officers inaction Call -to -Action (CTA): Include clear CTAs in each email, such as: • "Register for the Next Police Officer Test" • "Learn More About FWPD Careers" Campaign List Purchase w/ Outline Email Marketing We'll create an effective email marketing campaign for Fort Worth Police targeting new officer candidates using a data lists and targeted email. Campaign Structure Segmentation • Divide the data list into segments based on: • Age groups (21-28, 29-35) • Education level (high school graduates, some college, college graduates) • Current occupation (recent graduates, military veterans, other professions) Email Series Create a 5-part email sequence: • Email1: Introduction to FWPD career opportunities • Email 2: Highlight benefits and impact of serving • Email 3: Showcase training facilities and programs • Email 4: Officer testimonials and day -in -the -life content • Email 5: Call -to -action for test registration Content Strategy Personalization: Use recipient's name and tailor content based on their segment. Subject Lines: Create compelling subject lines, e.g.: • "John, Your Future as a Fort Worth Police Officer Starts Here" • "Protect and Serve: FWPD is Seeking Heroes Like You" PREMIUM WORDPRESS WEBSITE BUILD 0 Experience the pinnacle of web design with our premium, fully customizable websites. WHAT'S INCLUDED: • Pre -Design Consultation • Transfer/ Designing Up to (35) Pages on Your Site • 15 Pieces of SEO Friendly Content (500 words/piece) • Optional Homepage Image or Video Slider • (10) Included Stock Images • Integrated Contact Form • Transferring Your Blog Posts + Adding Blog Search Functionality • Photo Galleries, Embedded Videos, Social Media Buttons • Google Analytics & Search Console Installed • Resubmitting Your Sitemap to Be Crawled by Search Engines • Mobile Responsive (Desktop, Tablet & Phone) • Integrating with your Product Inventory Feeds • Site Backup & Security • Full Release, Licensing and Ownership • Website Training Website Build Time Frame: 60 Days SEARCH ENGINE OPTIMIZATION (SEO 0) SEO bridges the gap between potential customers and your business by understanding their search intent and delivering relevant content. WEBSITE CONTENT 4 Pieces of Unique Content Written Monthly (content could include): Better Opportunities, Better Quality of Life: Move to Fort Worth Wanted: Superheroes (with a badge) Day in the Life Video: A day -in -the -life video following an officer through their shift, highlighting both the challenges and rewards. Content is Optimized for Google, Yahoo and Bing Every Content Piece is at Least 500 Words to Rank in Organic Search Results Leads That Come From SEO Convert 8x Higher Than Paid Leads GOOGLE MY BUSINESS (GMB) 4 updates per month Updating Hours, Adding Tracking Codes, Bio, Photos, Categories Creating Posts for Monthly Sales, Events, Offers Linking Back to your Website Content Using the Products and Categories Feature TECHNICAL SEO Optimizing Heading Tags on Website (H1, H2, H3 & Alt Image Tags) 10-15 Pages of Metadata Updated Monthly Google Search Console Updates: Monitoring Errors, Warnings, Backlinks and Page Speed Optimizations User Experience Improvements: Make Adjustments to Navigation, Website Design/Layout, Images, etc. ONLINE DIRECTORY LISTINGS MANAGEMENT: We monitor and update your information on 1,000 of Directory Listings Sites To Help Improve Your SEO. DayPiort DayPot Code SPA length tkit Rate Total Cost GRPc Fwwwicy GIs Weight Are w Rating Rdo Told KLIF-Awl 751 OJOI 1330 OAIi Flight A - 3 wks (09108, 09/15, OSM _ One Week Total 75 $20-001 $1500.00 0.01 1.51 30,0001 0.0% 251 1 S20.00 I M.001 0.01 1.31 10,0001 1 0.0% M-F 5A-8P 25115 I $20.00 ! M.001 0.01 1.31 10,0001 100.0%1 0.0% KPLX-Phil 75 $81 i6,31500 15JI 2.01 w6m 1 1 02% Flight A - 3 wks (090, 09115, OM - 75 $85.001 $6.375.00 15.01 2.0 855 000 0.2% One Week Total 25 $85.00 $2. 25.00 5.01 1.5 285,000 0.2% wl-F 5A-P 25 15 I S85.00 $2,125.001 5.01 1.5 285.000 100.0%1 0.2% KSGs-FM 1 751 sm.00 i10,500:00 I I"I 24 1,057,500 02% Flight A - 3 wks (09108, 09115, 09ir12) 75 $140.00 S10 500.00 15.0 2.4 1057 W 0.2% One Week Total 25 $140.00 $3.500.001 5.0 1.7 352,500 0.2% M-F aA-V 25 15 $140.00 $35M.00 U 1.1 352,500 106 0.2% KTCK*M 75 AO 5000A0 225 4a i 10 0.3% Fight A - 3 wks 00, 09/15, 09 M 75 5200.00 $15 000.00 223 4A 1410 000 0.3% One Week Total 25 5200.00 $5,000.00 73 2.6 470,000 0.3% WF 5A-8P 25 15 MOM S5,000.00 7.5 2.6 470,000 100.0% 0.3% WBAP-Am 1 75 $125.00 $91MA 1 7.5 3.3 SOME 0.1% FW A - 3 wks 00, 09115. 09V2Z EXHIBIT B PRICE SCHEDULE Campaign Outline & Investment PAID SEARCH • $18,000 in advertising budget per month • Total: $54,000 META PPC • $12,000 in advertising budget per month • Total: $36,000 RADIO/QUU • 375 :05/:15 radio commercials 9/8-9/26 • 3 weeks of QUU-$2000 • Total: $44,750 ADDRESABLE GEOFENCING • 350k impressions per month/1,050m total • $8,000 per month • Total: $24,000 CN/OTT • 350k impressions per month/1,050m total • $10,600 per month • Total: $31,800 TARGETED EMAIL • 166,666 email per month / 500k total • 83,333 email redrops per month /250k total • Total: $16,500 Total Billing: $207,050 7/1 /2025 9/31 /2025 Campaign Start Date Campaign End Date FWPD Representative Signature Date Cumulus Media Signature Date Campaign Outline & Investment WEBSITE BUILD FEE • Website Build Fee • Google & Meta Account Setup • All integrations • Listings creation • Google Submission • Total: $15,000 SEO • 4 Pieces of Content Written Monthly • 10-15 Pages of Meta Data Updates Monthly • 4 Google My Business Posts per Month • Online Directory Listings Management • Per Month: $3,000 • Total: $36,000 Total Billing: $51,000 5/1 /2025 Campaign Start Date FWPD Representative Signature Cumulus Media Signature 6/30/2025 Campaign End Date Date Date EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY CUMULUS MEDIA NEW HOLDINGS INC. JEFF CAVES, SALES 3090 NOWITZIU WAY SUITE 400, DALLAS, TEXAS 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. 1. Name: Position: Signature 2. Name: Position: Signature Name: Position: Signature Name: Signature 6f.Prresident�% CEO Other Title: /Vdi V7 k S i t � Date: • .Z Vendor Services Agreement — Exhibit C Page 25 of 25 City of Fort Worth, Texas Mayor and Council Communication DATE: 05/13/25 M&C FILE NUMBER: M&C 25-0452 LOG NAME: 35CUMULUS DIGITAL POLICE OFFICER RECRUITMENT CAMPAIGN SUBJECT (ALL) Authorize Execution of a Professional Services Agreement with Cumulus Media New Holdings for New Officer Recruitment Campaign in the Amount of $258,050.00 for the Police Department with Four One -Year Renewal Options in the Same Amount [7XddiyiILyil=10U7_1111101ZI It is recommended that the City Council authorize execution of a Professional Services Agreement with Cumulus Media New Holdings for New Officer Recruitment Campaign in the amount of $258,050.00 for the Police Department with four (4) one-year renewal options in the same amount. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to authorize execution of a Professional Services Agreement with Cumulus Media New Holdings (Cumulus) for New Officer Recruitment Campaign for the Police Department (Police) Recruitment Unit. In August 2024, the City entered into a Professional Services Agreement with Cumulus to conduct a three-month digital media campaign targeting people already employed as police officers in the Chicago, Seattle, and Southern California areas. Until now, the largest lateral police officer academy class was 27. As a result of last year's Cumulus digital media campaign for Police, the next lateral class will be 45. Upon City Council approval of this M&C, the City will enter into a Professional Services Agreement with Cumulus for a targeted digital media advertising campaign for the Dallas, Houston, Austin, and San Antonio metropolitan areas. The campaign will identify and engage people who are likely to be interested in law enforcement careers. There are approximately 150 sworn officer vacancies that the Police Department is seeking to fill in the next year. Cumulus will also develop a recruiting website containing information about the City's employee benefits, police officer minimum requirements, the hiring procedure, and specialized Police units. The new website will enable the Fort Worth Police Department to be competitive with other police recruiting websites. Cumulus will provide on -going support, including Search Engine Optimization (SEO) to help keep the Police recruiting website at the top of search results for those looking for law enforcement jobs. Funding is budgeted in the Other Contractual Services account within the Treasury Asset Forfeiture Fund for the Police Department. DVIN-BE: This solicitation was reviewed by the Business Equity Division for available business equity prospects according to the City's Business Equity Ordinance. There were limited business equity opportunities available for the services/goods requested, therefore, no business equity goal was established. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERM: Upon City Council's approval, the term of the Agreement will become effective upon City Secretary Contract execution and expire twelve (12) months after. RENEWAL OPTIONS: The Agreement may be renewed for up to four (4) one-year renewal terms, at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal period. A Form 1295 is not required because: This contract will be with a publicly -traded business entity or a wholly -owned subsidiary of a publicly -traded business entity: Cumulus Media New Holdings The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the Treasury Asset Forfeiture Fund, to support the approval of the above recommendation and execution of the Professional Services Agreement. Prior to an expenditure being incurred, the Police Department has the responsibility to validate the availability of funds. Submitted for Citv Manaaer's Office bv: William Johnson 5806 Oriainatina Business Unit Head: Neil Noakes 4212 Additional Information Contact: Robert A Alldredge 4131