HomeMy WebLinkAboutC36250 -Marketng & PR Svcs-1st Weekend-FG Creative CONTRACT No. C36250
CITY OF PALM DESERT
STAFF REPORT
REQUEST: AWARD CONTRACT TO FG CREATIVE IN THE AMOUNT NOT
TO EXCEED $32,000 TO PROVIDE FIRST WEEKEND
MARKETING AND PUBLIC RELATIONS SERVICES FOR FISCAL
YEAR 2017/2018
SUBMITTED BY: Thomas Soule, Tourism & Marketing Manager
CONTRACTOR: FG Creative
DATE. July 13, 2017
CONTENTS: Contract No, C36250
Recommendation
• By Minute Motion:
1. Award contract to FG Creative in the amount not to exceed S32,000 to provide
First Weekend marketing and public relations services for fiscal year (FY)
2017/2018; and
2. Authorize the Mayor to execute said contract and allow the City Attorney to
make non-substantive changes.
Funds are available in Account No. 1104417-4322200.
Strategic Plan Oblective
Palm Desert First Weekend contributes to bot1 the Economic Development and Tourism and
Marketing elements of the City's Envision Palm Desert Strategic Plan. Specifically, event
creation contributes to:
• Priority No. 3 of the Economic Development element— Create and attract
entertainment and events to enhance and expand the Palm Desert economy and
lifestyle; and
• 'Priority No. 2 of the Marketing and Tourism element— Grow existing events and
develop new events to enhance the desirability of.Palm Desert as a year-round
destination.
Staff Report
First Weekend Marketing Services
Page 2 of 3
July 13, 2017
Executive Summary
if approved, a Contract in the amount not to exceed $32,000 will be awarded to FG Creative to
provide marketing and public relations'services,for Palm Desert First Weekend, Funds in this
amount are available in the FY 017f2018 Marketing budget. These;services will support the
City's commitment to'its community partners to provide advertising'and marketing•support for
.First Weekend, with the intent to give both locals and tourists a variety-of'choices that will attract
more people to City events, restaurants and merchants..
Back+ round
to January of 2013, City Council approved the Economic Development Strategic Plan {ED P}
as a guideline of future efforts for the ity's economic programs..The EDSP includes a goal to
°`Provide and Promote Recreation/Culture/Entertainment" and subsequently Palm Desert First
Weekend was launched in November 2013.
The goal of Palm Desert First Weekend is.to promote.the numerous cultural and entertainment
events already occurring in Palm Desert by marketing them under one identity. Staff works with
a core group of 'community partners, including the Palm Springs Art Museum in Palm Desert,
Westfield Mall, The Living Desert and many other organizations and businesses in the City to
curate and support a variety of activities during the first weekend of each month, from
November through May.
Over time, the concept has been refined to include a featured event each month that serves.as
a focal point to give each weekend a fresh concept to promote throughout the Coachella Valley.
The ity's commitment is to'assist with program coordination of First Weekend partners, and to
provide advertising and marketing. support throughout the promotion timeline, with the intent to
give both locals and tourists a variety of choices that will attract more people to City events,
restaurants and merchants.
In FY 2014/2015, FO Creative was hired to provide professional advertising and public relations
services in support of Palm Desert First Weekend,.In FY 201612017, staff-went out to bid for
marketing/branding services for First Weekend, a contrast that FG Creative was.again awarded..
Subsequent to last year's rebranding, staff feels that FY 2017/2018 will be a year to.further
refine and strengthen'the core events that comprise Palm Desert First Weekend.
The City wilt be undertaking its fifth year of the Palm Desert First Weekend starting in
November, 2017: After the.year of refocusing First Weekend's'brand identity in FY 2016/2017,
the First Weekend committee feels that FY 2017/2018 wlli present a prime.opportunity to further
strengthen and grow its core featured events, while working with Hotel Paseo to create a First
Weekend presence on El Paseo as the natural hub of weekend activity in the City.
In order to Implement those goals, staff recommends that the City contract with FG Creative to
provide professional marketing and public relations services for FY 2017/2018. FG has done an
excellent job with a limited budget to help promote First Weekend throughout the Coachella
Valley.-For FY 201812019, staff will go backout to bid for First Weekend Marketing services.
Staff Report
First Weekend Marketing Services
Page 3 of 3
July 13, 2017
Fiscal Analysis
Approval of this contract would ensure continued exposure throughout the Coachella Valley for
Palm Desert First Weekend as a' center for cultural events. Funds of $32,Q00 have been
designated within the FY 2017/2018 Marketing budget Account No. 1 1 0441 7-4,322 00 for
promotion of First Weekend. Additional opportunities to promote First Weekend arise through
separate co-op agreements With the Palm Springs Art Museum in Palm Desert, which continues
to be a strong partner for the City in this endeavor.
Submitted By: Department Head
Thomas Soule Ma r Alvarez
Tourism & Marketing Manager DI ector of Economic Development
Reviewed:
J oore
Director of Finance
Approval:
Lauri Ayiaian
.City Manager
CONTRACT NO. C36250
PALM DESERT FIRST WEEKEND
CITY OF PALM DESERT
•
MARKETING SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this 13th day of July, 2017, by and between
the City of Palm Desert, a municipal corporation, organized under the laws :of the State of
California, with its principal place of business at 73-510 Fred Waring Drive, Palm Desert,
California, 92260 ("City") and FG Creative, a corporation, organized under the laws of the
State of California, with its principal place of business at 74-020 Alessandro, #E, Palm Desert,
CA 92260 ("Agency"). City and Agency are sometimes individually referred to herein as
"Party" and collectively as "Parties."
2. RECITALS.
2.4 Agency.
Agency desires to perform and assume responsibility for the provision of certain
professional advertising and marketing services required by the City on the terms and
conditions set forth in this Agreement: Agency represents that it is experienced in providing
professional advertising and marketing services to public clients, is licensed in the State of
California, and is familiar with the plans of City.
2.2 Project
City desires to engage Agency to render such professional advertising and marketing
services for the First Weekend project ('Project") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3,1.1 General Scope of Services, Agency promises and agrees to furnish to
the City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional advertising and marketing services
necessary for the Project {"Services"). The Services are more particularly descr[bed in Exhibit
"A" attached hereto and incorporated herein by reference,: All Services shall be subject to, and
performed in accordance with, this Agreement, the exhibits attached hereto and incorporated
herein by reference, arkd'all applicable local, state and federar laws, rules and regulations.
3.1,2 Term. The term of this Agreement shall be from July 15, 2016, to May
30, 2017, unless earlier terminated as provided herein. Agency shall complete the Services
within the term of this Agreement, and shall meet 'any other established schedules and
deadlines;
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CONTRACT NO. C36250
' 3.2 Respansibiilties of Agency.
3. .1 Independent Contractor; Control and .Payment of Subordinates: The
Services shall be perfomied'by Agency or under. its supervision. Agency will determine the
means, methods and detaiis of performing the Services subject to the requirements of this
Agreement. City retains Agency on an independent contractor basis and not as an employee.
Agency retains the right to perform similar or different servioes for others during the term of
this Agreement. Any additional personneT.performing.the Services'under this Agreerrient:on
behalf of Agency shall also not be empioyees_of City and shall at all times be under Agency's
exclusive direction and control: Neither City, nor any of its officials, officers, directors,
employees or agents shall have control over .the conduct of Agency or any of Agency's
officers,• employees, or'agents, except as set forth in this Agreement. Agency shall pay all
wages, salaries, and Other amounts due such personnei in Connection with their performance
of Services under this Agreement.and as_required by law; Agency shall be responsible for all
reports and obligations respecting such additional personnel, including, but not limited to:.
social security taxes, income tax withhalding,• unemployment insurance, •disability insurance,
and workersf compensation insurance.
3,2.2 Schedule of Services, Agency shall perform the Services expeditiously,
within the term of this Agreement, and in accordance with the Schedule of Services set forth in
Exhibit "Br' attached'hereto and incorporated herein by reference. Agency represents that it
has the professional and technical personnel required to perform the Services in conformance •
with such conditions. to order to facilitate Agency's conformance With the Schedule;. ity shall
respond to Agency's submittals in a timely manner.. Upon request of City; Agency shall
provide a more detailed schedule of anticipated performance to meet the Schedule of
Services.
3:2.3 Conformance to Applicable Reouiremenks.. All work prepared by Agency
shall be subject to the approval of, ity,
3.2:5 itv's Representative. The City hereby designatesThomas Soule,
rl &Tourism .Marketing Manager; .or his designee, to act as 'its representative in all matters
pertaining to:the administration and performance of this Agreement.(" ity's f epresentativee);
Agency shall not accept direction or orders from any person other:than the pity Manager,
CitVs Representative or his designee_ ity's Representative shall have the power.to act cry
behalf of the-City for review and approval of all products submitted by Agency, but not the
authority to enlarge the Scope of:Work or change the total compensation due to Agency under
this Agreement...The City Manager shall be authorized to act on City's behalf and to execute
all necessary documents which •increase the Scope of Work or change the Agency's total
compensation, subject to the provisions contained in Section3.3 of this Agreement;
3.2.6 Agency's Representative. Agency hereby designates Stephanie Greene,
CEO, or her designee, to act as its representative for the performance of this Agreement
("Agency's Representative"); Agency's Representative shall .have full authority to represent
and act on behalf of the Agency for all. purposes under•this Agreement. The Agency's
Representative shall supervise and direct the Services, using•her best skill and attention, and
shall be responsible.for all means, methods, techniques; sequences, and procedures and for
the satisfactory.coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Agency agrees to work closely with City staff in
the performance of Servioesanci shall be available to City's staff, consultants and other staff at
all times.
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3.2,8 Standard of CareQ Performance of Employees, Agency shall perform all
Services under this Agreement in a skillful and competent manner, consistent with the
standards generally recognized'as being employed by professionals in the same discipline in
the State of California- Agency represents and maintains that it is skilled in the professional
calling necessary to perform the Services. Agency warrants that ail employees and
subconsultants shall have sufficient skill and experience to perform the Services assigned to
them. Finally, Agency repre; eats tk at it, its employees and subconsultants have all licenses,
permits, qualifications'and.approvals of whatever nature that are legally required to perform
the Services, and that such licenses and approvals shall be maintained throughout the term of
this Agreement.. As provided for in the indemnification provisions of this Agreement, Agency
shall perform, at its own cost and expense and. without reimbursement from the City, any
1 services necessary to correct errors or omissions which are_causedby the Agency's failure to
comply with the standard of care provided for herein- Any employee of the Agency or its
subconsultants who is determined by the City to be uncooperative, incompetent, a threat to the
adequate or timely completion of the Project„a threat to the safety of persons or property, or
any employee who fails or refuses to perform the Services in a manner:acceptable to the City,
shall be promptly removed from the Project by the Agency and shall not'be re-employed to
perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Agency shall keep itself fully informed of and in
compliance with all local, state and federal laws, rules and regulations in any manner affecting
the performance of the Project or the Services, including all el/OSHA requirements, and shall
give all notices required by law, Agency shall be liable for all 'violations of such laws and
regulations in connection.with Services. If Agency performs any work knowing it to be contrary
to such laws, rules and regulations, Agency shall be solely responsible for all costs arising
therefrom. Agency shall defend, indemnify and hold City, its :officials, directors, officers,
employees, agents, and volunteers free and harmless, - pursuant to the indemnification
provisions of this Agreement, from any claim or liability arising out of'any failure or alleged
failure to comply with such laws, rules or regulations-
1
3.2.10 Insurance.. Agency shall not commence work under this Agreement until
it has provided evidence satisfactory to the City that it has secured all insurance required
under this section, In addition, Agency shall not allow any subconsultant to.00mmence work
on any subcontract until it has provided evidence satisfactory to the City that the subconsuita'nt
has secured all insurance required under this section.
Withoutlimiting Agency's indemnification of City, and prior to commencement of Work, Agency
shall obtain; provide and maintain at its own expense during the term of this Agreement,
policies of insurance of the type and amounts described below and in a form satisfactory to
City.
1
General Liability insurance: Agency shall maintain commercial general liability insurance
with coverage at least as broad as insurance Services Office form CG 00 01, in an amount not
less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury,.personal
'injury►, and property damage, including without limitation, blanket contractual liability. Defense
costs shall be paid in addition to the limits. The policy shall contain no endorsements or
provisions limiting coverage for (1) contractual liabiility;.(2) cross liability exclusion for claims or
suits by one insured against another; or: (3) contain 'any other exclusion contrary to the
Agreement,
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CONTRACT NO. C36250
Workers' Compensation Insurance: Agency shall maintain Workers' Cornpenstion
Insurance (Statutory Limits) and Erinployer's Liability Insurance (with limits of .at feast
$1,000,000):.•Agency shall submit to City, along with the certificate.of insurance, a Waiver of
Subrogation endorsement in favor of the City of Palm Desert, its.officers, agents, employees
and volunteers.
Other provisions or requirements
Insurance for Subconsultants- All subconsultants shall be included as additional insureds
tinder the Agency's policies, or the Agency shall be responsible for causing subconsultants to
purchase the' appropriate insurance in compliance with the terms of these Insurance
Requirements, including adding the City as an Additional Insured to the eubonsultant's•
Policies. Agency shall provide to City satisfactory evidence as required under Insurance
Section of this Agreement.
woof of Insurapce:•Agency shall provide certificates of insurance to City as evidence of the
insurance coverage required herein, along with a waiver of subrogation endorsement for
workers' compensation.- Insurance certificates and•endorsement must be approved by City's
Risk Manager prior to commencement of performance. The certificates and endorsements for
each insurance policy shall be'signed by a person authorized by that insurer to bind coverage
on its behalf. Current certification of insurance shall be kept on file with City at all times during
the term of this contract. City reserves the .right to require Complete, certified copies of all
required insurance policies, at any time,.
Duration of Coverage: Agency shall procure and maintain for the duration of the contract
insurance against claims for injuries to persons or damages to property, which may arise from.
or In connection with the performance of the Work hereunder by Agpr , his agents,
representatives, employees or subconsultants.
Citv's Risihts of Enforcement: in the event any policy of insurance required under this
Agreement does not comply with these specifications or is canceled and not replaced, City has
the right but not the duty to obtain the insurance it deems necessary and any premium:paid by
City will be promptly rei
mbursed by Agency Cror City will withhold amounts sufficient to pay
premium from Agency payments- In the alternative, City may cancel this Agreement-
Acceptable Insurers: All insurance policies shall be issued by .an insurance company
currently authorized by the Insurance Commissioner to transact business of insurance :in the
State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size
Category Class VI (or larger) in.accordance.with the latest edition of Best's Key Rating Guide,
unless otherwise approved by the City's Risk Manager,
Waiver of Subrogation: All insurance coverage maintained or procured pursuant to this
agreement shall be endorsed to waive subrogation.against the City of Palm Desert, its elected
or appointed officers, agents, officials,. employees and volunteers or shall specifically allow
Agency or. others.providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Agency hereby waives its own:right of recovery
against the City. of Palm Desert, and shall require similar written express waivers 'and
insurance clauses from each of its subconsultants.
Enforcement of Contract Provisions (Non Estoppel): Agency'acknowledges and agrees
that any actual.or alleged failure on the part of the City to inform Agency of non-compliance
with any requirement imposes no additional obligations on the City nor does it waive any rights
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CONTRACT NO. C35 50
hereunder.
Primary and Non- ontributi'ng rnsurance: Ail insurance coverages shall be primary and
any other_insurancei deductible,:or self-insurance maintained by the indemnified parties shall
not contnbOte with this primary insurance. Policies shall contain or be endorsed to contain
such provisions.
Re.uirernents Not Limiting: Requirements of specific coverage :features or limits contained
in this Section are not intended as'a limitation on coverage, Iimits.or other requirements, or a.
waiver of any coverage normally provided by any insurance. Specific reference to a: given
coverage feature is.for purposes of clarification only as it pertains to:a given issue 2nd:16 not
intended by any party or insured to be all Inclusive, or to the exclusion of other coverage, or a
waiver of any type.
Notice of Cancellati.n: Agency agrees to oblige its insurance agent or broker and insurers to
provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a
ten {'i0) day.notice is required) or nonrenewai of coverage for each required coverage.
Additionar Insured Status: General liability, Automobile Liability, and if applicable, Pollution
viability, policies shall provide or be endorsed to provide that the City of Palm Desert and its
offrcers;.offrcials, employees, and agents shall be additional insureds with regard to liability and
defense °of suits or claims .arising out of the performance of the Agreement, under. such
policies. This provision shall also apply to any excess liability policies.
Pitles Right to Revise Specifications: The City reserves the right at any time during the term
of the contract.to change the'amounts and types of insurance irequired by giving the Agency
ninety (90) days advance written notice•of such change. If,such change results insubstantial:
additional cost to the Agency, the City and Agency'may renegotiate Agency's compensation.
elf-Insured Retentions.: Any self-insured retentions must be declared to and approved by
Obi.. City reserves the right to require that self-insured retentions be eliminated,• lowered, or
replaced:by by a deductible. Self-insurance will not be considered to Co.comply with these
specifications unless approved by City,
Timely Notice of Claims: Agency shall give City prompt and timely, notice of claims made or
suits instituted that arise out.of.or result from Agency's performance under this Agreement,
and that involve or may involve coverage under'any of the required liability policies_.
Safety: Agency shall execute and maintain its work so as to avoid injury or damage to any
person or property. In carrying opt its Services, the Agency shall at all times be in compliance
with'all applicable local, state and federal laws, rules:and regulations, and shall exercise•all
necessary precautions for the safety.4f employees appropriate to the nature of the work anI
the conditions under which the work is to be.performed, Safety precautions, where applicable,
shall include; but shall not be limited to: (A) adequate life protection and lifesaving equipment
and procedures; (B) instructions in accident prevention for all employees and subconsultants,
a uch as safe walkways,.scaffolds, fall protection ladder's, bridges, gang planks, confined space
procedures, trenching and shoring, equipment and other safety. devices, equipment and
wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C)
adequate facilities for the proper inspection and maintenance of all safety measures.
Additional Insurance: Agency shall also procure and maintain, at its own cost and expense,
any additional kinds of insurance,whicIfin its own judgment may be necessary for its proper
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protection andrprosecution of the work.
3.3 Fees and Payments.
3.3.1 Compensation. Agency shall receive compensation,:including authorized
reimbursements, for all Services rendered under this Agireement, at .the rates set forth in
Exhibits' "IT and "C" attached hereto and incorporated herein: by reference, The total
compensation shall not exceed thirty-two thousand dollars ($32,000) without authorization of
the City Council ar City Manager, as applicable, per the Pain, Desert Municipal Code. Extra
Work may be authorized, as described below; and if authorized, will he compensated at the
rates and manner set forth in this Agreement.
3.3.2 Payment of omoensation. Agency shall submit to :City a monthly
invoice which indicates work completed and hours of Services;rendered by Agency. The
'invoice shalt describe the amount of Services provided since the initial commencement date,
or since the start of the subsequent billing periods, as appropriate,.through the date of the
invoice: City shall, within 30 days of receiving such invoice,. review the invoice and pay'all
non-disputed and approved charges thereon. If the City disputes any of Agency's'fees, the
City shall give written notice to.Agency within thirty (30) days of receipt of an invoice of any
disputed fees set forth therein.
3.3.E Reimbursement for Exuenses_ Agency shall not be reimbursed for any
expenses unless authorized in writing by City, or included in Exhibit"B" of this Agreement.
3.3.4 Extra Work. At anytime during the term of this Agreement, City may
request that Agency perform Extra Work. As used herein, "Extra Work" means any work
which is determined by City to be necessary for the.proper completion of the Project; but which
the Parties did not reasonably anticipate would be necessary at the execution of this
Agreement.. Agency shall .not perform, nor be compensated for, Extra Work. without
authorization from the. City Council or :City Manager, as applicable, per the Palm Desert
Municipal Code.
3.4 Accounting Records,
3.4.1 Maintenance and Inspection: Agency snail maintain complete and
accurate records with. respect to''all costs and expenses'incurred under this Agreement, All
such records shall be clearly identifiable. Agency shall allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of such records and
any other documents created pursuant to this Agreement Agency shall allow inspection of all
work; data, documents; proceedings,.and. activities related to the Agreement for a period of
three (3) years from the date of final payment under this Agreement.:
3.5 General Provisions.
'3.5.1 Termination of Agreement.
'3.5,1:1 rounds._for_Terrnination.' City may, 'by 'written notice to Agency,
terminate the whole or any part of this Agreement at any time and without cause•by giving
written notice to Agency of such termination. and specifying the effective date:therof, at least
seven (7) days before the effective date of such termination. Upon termination, Agency shall
be compensated•only for those services which have been'adequately rendered to City, and
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CONTRACT NO. O36250
Age cy shall be entitled to no further compensation. • Agency may not terminate this
Agreement except for cause.
3.5,1.2 Effect of Termination-.If this Agreement is terminated as-provided
herein, City may require Agency to provide all finished or unfinished Documents and Data and
other information of any kind prepared by Agency in connection with the performance of
Services under this Agreement. Agency shall be required to provide such document and other
information within fifteen (15) days of the re-quest.
3,5.1..3 Additional Services. In the event this Agreement Ts terminated in
whole or in part as provided herein, City may procure,.upori such terms and in such manner as
it may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices pemiltted or required under this
Agreement shall be given to the respective parties at.the following address,. or at such other
address as the respective parties may provide in writing for this purpose:.
Agency: FG Creative, Iris.
74-020 Massa ndro{.#E
Palm Desert, a 92260
Attn: Stephanie Greene, CEO
City: City of Palm Desert
73-510 Fred Waring Drive
Palm Desert,. A 92260
ATTN: Thomas Soulet.Tourism & Marketing Manager
Such notice shall.be deemed made when personally delivered or when mailed, forty-
eight (48).hours after deposit in the U.S. Mail, first class postage prepaid and addressed to
the party at its applicable address. Actual notice shall be deemed adequate notice on the date
actual notice occurred,-regardless of the method of service.
3.5.3 OwnersbisLoiAlaterials arid C nSiderlti, litY...
3.5.9.1 Owner of Work- Once Agency is paid In full, all art work,
advertisement of any form, online content, or other materials ("Advertising Materials") shall be
property of the CITY subject to any third party ownership and/or use restrictions, AGENCY
specifically transfers any °right of reproduction° as defined by.California Civil.Code Section 982.
and Section 988 to the CITY and its assigns.Advertising Materials are governed by the
following Selections:
1 3.5. .1.1 To the extent applicable, AGENCY agrees that ally
Advertising.Materials created for the CITY are considered "worts made for hires'as defined in
the United Siates Copyright Act, Title 17F United States Code- Notwithstanding the foregoing,
AGENCY may use and disseminate any Advertising Materials developed by AGENCY for the
CITY to promote AGENCY, including disclosure of.the Parties' relationship to others, work
performed; and projects developed and/or implemented.
3,5.3.1.2 Notwithstanding the foregoing, any Advertising Materials
prepared or proposed by AGENCY but not :produced and published or broadcast within the
term-of this Agreement, and any Advertising Materials prepared or proposed by AGENCY and
:rejected by the CITY, shall remain property of AGENCY; which shall have the right to use
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CONTRACT NO. O fi2 0
same es it sees fit, including use for any,other Bent; provided•such use shall not involve the
release of any confidential information regarding the CITY'S business or•methods of operation.
-3.5.3.2 Documents & Data; Li ensinu of Intellectual Property. This
Agreement creates a nor-exclusive and'perpetuai license for City to copy, use,.modify, reuse,
or sublicense any.and all copyrights;. designs, and other Intellectual'.property embodied in
plans, specifications, studies,: drawings, estimates, and other documents or works of
authorship fixed in any. tangible medium-of expression, including'but not.limited to, physical
drawings and data magnetically or otherwise recorded on computer diskettes, Which are
prepared or caused to be prepared by Agency under this Agreement ("Documents & Data").
Agency.shall require all subconsultants to agree in writing that City is'granted a non-exclusive
and perpetual license for any Documents & Data the .subconsu[tant prepares..under this
Agreement. Agency represents•and warrants that Agency has the legal right to license any
and all Documents & Data. Agency makes no such representation and warranty in.regard to
Document's & •Data which were prepared by' design professionals other than Agency or
provided to Agency by. the City. City shall riot be limited in any way in .t#s use of the
Documents &.Data'at any time, provided that any suttt'use not•within.the purposes intended
by this Agreement shall be at City's sole risk.
3.5. .3 ConfdentiaTity. All ideas, memoranda, specifications, plans,
procedures, drawings,. descriptions,. computer program data, 'input record data, written
information, and other Documents & Data either created .by or provided to Agency in ,
connection with the performance of this Agreement shall be held'conftlentiai•byr Agency. Such
materials shall not, without the prior written consent of City, be used by Agency for any
purposes other than the performance of the Services. Nor shall such materials be disclosed to
any person_.or entity not connected with the performance of the Services or the Project;
Nothing furnished to Agency.which is otherwise known to'Agency or is generally knawn,.or has
become known,.to the related'industry shall be deemed confidential. Agency shall not .use
City's name or insignia, photographs of the Project, or any publicity pertaining to the Services
or the Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior.written consent of City.
3.5.4 Cooperatiori;_Further Acts. The Parties shall`fully cooperate with one
another,' and shall take any additional acts or sign any additional documents as may be
necessary, appropriate, or convenient to attain the purposes of this Agreement,
3.5.5 Attorney's Fees. If either party commences an action against the other
party,. either. legal, administrative or 'otherwise, arising out 'of or in connection with this
Agreement,.the prevailing party in sudn litigation shall be entitled to have and recover from the
losing party reasonable attorneys fees and all other costs of such action.
3.5.6 Indemnification.
3.5,6.1 Sameof_Indemnitt. To the fullest extent permitted by law,
Agency shall defend, indemnify and hold the City, its•directors, officials, officers,. employees„
volunteers and agents free and harr iless from any and all clalms, deniands,.causes of action,
costs, expenses, liability, loss, 'damage Or injury of any kind, in law or equity, to:property or
persons, including wrongfti[ death,•in any manner arising out of, pertaining to, pi-Incident to
any alleged acts,.errors 'or omissions, or•willful Misconduct of Agency, its officials, oft<cers;
employees, subcontractors, consultants or agents'in connection with the performance of the
Agency's Services, the Project or this Agreement,. including without limitation the payment of
all consequential damages, expert witness fees and attorneys fees and other.related costs and
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CONTRACT N . C36250
•
expenses.. Notwithstanding the foregling;.to the extent Agency's Services are subject to Civil
Code Section 2782.8, the above indemnity shall.be limited, to the extent required by Civil Code
Section 278 ,8, to claims that arise out of, pertain to, or relate to the negligence, recklessness,
or willful misconduct of the Agency,
3.6,6.2 Additional fndemnit Obligations, To the fullest extent permitted
by law,. Agency shall defend, with counsel of City's. choosing and at•Agency's own cost,
expense and risk, any and all claims. suits, actions or other proceedings of every kind covered
by Section 3_5.6:1 that may. be brought.'or instituted against City or its directors, officials,
o€ficers,.•employees, volunteers and agents.. Agency shall pay and satisfy any judgment,
award or decree that may be rendered against City or its directors, officials, officers,
employees,. 'volunteers and agents as part of. any such claim, suit, action or other
proceeding. Agency shall also reimburse City for the cost of any settlement paid by City or its
directors, 'officials, officers, employees, agents or volunteers as part of any such claim, suit,
action or other proceeding. Such reimbursement shall.include payment for ity's attomey's
fees and costs, including expert witness fees, Agency shall reimburse City and its directors,
officials, officers, employees, 'agents, and/or volunteers, for any and all legal expenses and
costs incurred by each-of:tkerri. in connection therewith or•in enforcing the indemnity herein
provided.. Agency's obligation to indemnify.shall not be restricted to insurance proceeds, if
any, received by the City, its directors, officials officers, employees, agents, or volunteers;
3.6.7 Entire Agreement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
•urtderstandings or agreements,. This Agreement may only be.rnodified by.a writing signed by
both parties.
3.5.8 Governing Law. This Agreement shall be governed by•the laws of the
State of California. Venue shall be in Riverside County.
3.5.9 Time of Essence. Time is of the essence for each and every provision:of
this Agreement,-
3.5.10 ity's Right to Employ Other Agencies. City reserves right to employ
other agencies in connection with this Project.
3,5.11 Successors and Assigns-. This Agreement shall be binding on the
successors and assigns of the parties-
3.5,12 Assignment or Transfer. Agency shall not assign, hypothecate, or
transfer, either directly or by operation of law,'this Agreement or any interest herein without the
prior Written consent of the City. Any attempt to do so shall be null and void, 'and any
assignees. hypothecates or transferees shall acq ,ire no right or interest by reason of such
attempted assignment, hypothecation or transfer..
3.513 Construction: References: -pions. Since the Parties or their agents
have participated fully in.the preparatierr of this Agreement,- the language of this Agreement
shall be construed simply,. according to its fair meaning, and not strictly for or against any
Party. Any term referencing time, days or period for performance shall be deemed calendar
days and not work.days.. All references'to Agency include all personnel, employees,.agents,
and subconsultants of Agency, except as otherwise specified in this Agreement, All
references•to city include its elected 'officials, officers, employees, agents, and 'volunteers
except as otherwise specified in this Agreement. The captions of the various articles and
9 Updare Q4m8/2014
CONTRACT NO. C36260
paragraphs are for conveniLnce and'ease of reference only, and do'not define, lin it, augment,
or describe the scope, content, or intent of this Agreement.
3.5.14 Arnendinent.L.,h+todification: No supplement, modification, or amendment
of this Agreement shall be binding unless:executed in writing and Signed by both Parties.
3.5,15 Waiver. No waiver of any default shall constitute a waiver Of any other'
default or breach,.whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third-Party Benefi lanes. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties;
3.5.17 Invalidity; Severability.. If any portion of this Agreement is declared
invalid,. illegal; or otherwise'unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect,
3..5.18 Prohibited_Interests_ Agency maintains and warrants that it has not
employed nor retained any company or person,. other. than a,bona fide employee working
solely for Agency, to solicit or secure this Agreement. Further, Agency warrants that it has not
paid nor has it agreed to pay any company .or person, other than a bona fide employee
working solely for Agency, any fee, commission,. percentage, brokerage fee, gift or other
ma
king contingent upon or resulting from the award or of this Agreement.. For
breach or violation of this warranty. City shall have the right to rescind this Agreement without
liability. For_ .the term of this Agreement, no member, officer or employee of City;.during the
terra of his or her service with ity,'shall have any direct interest in this Agreement, or obtain
any.preserit or anticipated material benefit arising therefrom_
3.5_19 Equal Opportunity Employment_ Agency represents that it is an equal
opportunity employer and it shall not discriminate against any subconsultant, employee or
applicant foe.employment because of race, religion,.color, national origin, handicap, ancestry,
sexr.or age :Such non-discrimination shall incrude, but not be Limited to, all activities related to
initial employment, upgrading, demotion,'transfer, recruitment or recruitment advertising, layoff
or termination.
3.5, 0 Labor Certification. By its signature'hereunder, Agency certifies that it is
aware of the provisions of Section. 3700 of the California Labor Code which require every
employer to be insured against liability for Worker's Compensation, .or to undertake. self-
insurance in accordance with the provisions of that Code and agrees to comply with such
provisions before commencing the performance of the Ser+rices.
3.5, 1 Authority to Enter Agreement,. Agency has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement_ Each
Party warrants that the individuals who have signed this Agreement have the legal power,
right, and authority to make this Agreement and bind each respective Party.
3.5,2 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original,
0 Update 0410812014
CONTRACT NO. C36250
3.6 Subcontracting.
3.6.1 Prior Anrroval Rewired.• Agency shall not subcontract any portion of the
work required by this Agreement, except as expressly stated herein, without prior written
approval of City. Subcontracts, if any, shall:contain a provision making them subject to all
provisions stipulated in this Agreement.
CITY OF PALM DESERT FCC Creative
By: By:
Lauri Aylaian, City Manager Stephanie Greene, CEO
APPROVED AS TO FORM:
Best Best & Krieger LLP
City Attorney
l 1 Up late 44110512014
CONTRACT NO..C36250
.1
EXHIBIT "A"
SCOPE OF SERVICES
1. Account Management, up to 15 hours per month. Meetings, strategic planning,
public relationships, media buying, consulting and community efforts to create
strategic partnerships.
2. Public Relations:- press releases and calendar listings about events ,and the
specific activities planned each month# schedule interviews with the media and
ongoing coverage.
3. Work with City Staff and FW event partners to assist in buiiding strategic
partnerships, such as hotels, restaurants, music, nightlife, theatre, entertainment,
etc., so they can be promoted in the ads, web, social media and all marketing
materials.
4. One SEO press release for exposure'in the Southern California drive market.
5. Coordinate with Palm Desert Staff on social media strategy for a:seamless effort.
6. Coordinate and create paid ads on Facebook to draw traffic and gain attention for
First Weekend. Does not include the media spend;. separate budget line item.
• EXHIBIT'El"-PROPOSED MARKETING PLAN&TIMELINE
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EXHIBIT " "
oMPE1 SATION CONTRACT NO. C36250
C
The CITY will pay AGENCY a monthly fee of $1, 00.00 for services as outlined in
Exhibit