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HomeMy WebLinkAboutC34641 - AMND 1 Development and Implementation Public Relations PgrmCONTRACT NO. C34641 CITY OF PALM DESERT �^ STAFF REPORT REQUEST: AUTHORIZE AN AMENDMENT TO CONTRACT NO. C34641 WITH H&L PARTNERS FOR THE DEVELOPMENT AND IMPLEMENTATION OF A PUBLIC RELATIONS PROGRAM SUBMITTED BY: Thomas Soule, Tourism & Marketing Manager CONTRACTOR: H & L Partners DATE: August 25, 2016 CONTENTS: H & L Partners FY 2016/2017 Marketing Services Contract Professional Service Amendment for Contract C34641 Recommendation By Minute Motion that the City Council: 1. Approve an amendment to marketing services contract C34641 with H&L Partners in the amount of $49,000.00 for the development and implementation of a public relations program; and 2. Authorize the Mayor to execute said agreement on behalf of the City. Funds are available in the approved FY 2016-17 Budget in Account Number 1104417- 4309000, Professional Other. Stratecic Plan Obiective The development and implementation of a following Tourism & Marketing priorities as Envision Palm Desert: Forward Together. public relations program would impact the specified in the 2013-2033 Strategic Plan, • Priority 3: Attract new and developing travel/tourism markets. A strong public relations program enables the City to reach a wider audience than paid advertising alone would allow, while supporting and reinforcing the messaging of the City's paid advertising campaign. • Priority 4: Support the city's tourism industry through enhancement of its marketing efforts with an allocation of additional city resources. This priority specifically calls for co-operative ventures to promote the City as a tourist destination. The proposed PR program supports the City's traditional marketing efforts while working hand -in -hand with City businesses and other Staff Report Public Relations August 25, 2016 Page 2 of 3 organizations to maximize the limited resources of each in such a way that reaches the widest possible audience. Backaround At its meeting of June 30, 2016, City Council approved contract C34641 with H&L Partners to provide marketing services for the City of Palm Desert. In addition to the specific services outlined in the contract, these services include the development and implementation of a public relations program for consideration outside of that contract. In FY 15/16, after having been eliminated from the marketing budget several years ago, a public relations program was reinstated with strong support from the Marketing Committee. That program proved highly successful, and continues to generate publicity and ad equivalency for the City of Palm Desert well in excess of the City's investment. Based on the recommendation of the Marketing Committee, staff would like to expand on this program for FY 16/17, with three key elements: 1. Ongoing monthly public relations Staff works with H&L Partners on an ongoing basis to pitch article ideas to various publications and otherwise draw media attention to Palm Desert. On July 1, 2016, the Interim City Manager approved the expenditure of $12,000 for ongoing monthly public relations. However, staff recognized that the overall cost of the PR program exceeds his signing authority, and is now requesting that the $12,000 for ongoing monthly PR be included in the comprehensive PR program for FY 16/17. 2. Media FAM (familiarization) trip This is a formal media tour of the City of Palm Desert, where a selection of prominent travel writers are hosted and given a personal tour of the attractions and amenities that make Palm Desert a premier travel destination. The goal is to generate positive editorial coverage in a variety of publications in print and online, in order to increase visitation to Palm Desert, influence consumer purchasing decisions, and lay the groundwork for ongoing publicity and media relations campaigns. In FY 15/16, the City invited 10 journalists to visit Palm Desert, from February 3-7, 2016. Editorial coverage generated from that trip has appeared in both print and online in such outlets as Travel Channel, National Public Radio, and Western Art & Architecture. This coverage has reached an estimated 40,867,647 potential visitors, according to third -party estimates, with an advertising equivalency in excess of $138,000. Thus far, the return on the City's investment has been $5.12 for every dollar invested. For FY 16/17, staff is requesting $28,000 for this program. G Teon 1 lewlopment\Thomas Souk\Stalt Reports\Public Relations FY 16-17.Joct Staff Report Public Relations August 25, 2016 Page 3 of 3 3. Digital Influencer Program for El Paseo Fashion Week In FY 15/16, staff worked with H&L to invite a fashion blogger with a large online audience (nearly 1 million followers on Instagram alone), to attend and cover Fashion Week. This endeavor received wide support from a variety of community partners that included the JW Marriott Desert Springs Resort, J. Russell Salon and Mitch's on El Paseo, and enabled the City to reach a wide new audience of fashionistas with pictures and posts about El Paseo Fashion Week on Instagram, Facebook, Snapchat and the blog Fashion Bomb Daily. The top -performing post garnered more than 6,000 "likes" on Instagram, and altogether the posts yielded a total of 20,215 likes. By Instagram's valuation, the value of the Instagram posts alone is $19,800, representing a solid return on the City's $2,500 investment. For FY 16/17, staff would like to expand this program by inviting several influencers, and is requesting $9,000 for this program. Fiscal Analvsis Funds for all three components of the Public FY 2016/2017 marketing budget, which wa: June 21 meeting. Funds are available it Professional Other. Submitted By: Thomas Soule Tourism & Marketing Manager Reviewed: J net ore _ Di or of Finance Approval: 1�144 1 /Wi J ti McCarthy n erirlh City Manager Relations program have been allocated in the approved by the Marketing Committee at its Marketing Account No. 1104417-4309000, Department H d: _z M n Alvarez Director of Economic Development Rudy Mosta Assistant City Manager GALcun lk%clopment\]pumas SuulL\Staff Repurts\Puhhc Relations by 16-17.docx CITY OF PALM DESERT PROFESSIONAL SERVICE AMENDMENT Contract Purpose Public Relations Program Consultant's Name H&L Partners Addfess: 30 Maryland Plaza, St. Louis, MO 63108 Contract # / P.O. # C34641 Amendment/ 1 Change Order No. Contingency: YES NO Account No. 1104417-4309000 Project No. I N/A Vendor No. V0013751 You are hereby requested to comply with the following changes from the contract plans and specifications: DESCRIPTION OF CHANGES Contract No. C34641 - Public Relations Program ALL OTHER TERMS OF SUBJECT CONTRACT TO REMAIN THE SAME. TOTALS: NET CHANGE IN CONTRACT PRICE: R DECREASE INCREASE In Contract Price In Contract Price $49,000 $49,000 $49,000 JUSTIFICATION: Consultant to develop and implement a Public Relations campaign as provided for in the contract. TOTAL BUDGET FOR PROJECT: + $157,000 CONTINGENCY: - Less: Expend. & Encumb. To Date: - 108,000.00 Amount Approved by Council: + - Less: This Change Order Amount: - 49,000.00 Less: Prior Amendment(s): - - BALANCE OF BUDGET $0 Less: This Amendment: - - REMAINING FOR PROJECT: Balance Remaining of Contingency: - The amount of the Contract will be Increased by the Sum of: Fortv-Nine Thousand Dollars ($49,000.00). Continued on reverse Contract C34641 Amendment No. 1 Continued from front This Professional Service Amendment covers changes to the subject contract as described herein. The Consultant shall perform all work as necessary or required to complete the Professional Service Amendment items for a lump sum price agreed upon between the Consultant and the City of Palm Desert, otherwise referred to as Owner. Contract Time Extension N/A Days. Revised Contract Total $157,000.00 The undersigned Consultant approves the foregoing Professional Service Amendment # 1 as to the changes, if any, in the contract price specified for each item including any and all supervision costs and other miscellaneous costs relating to the change in work, and as to the extension of time allowed, if any, for completion of the entire work on account of said Professional Service Amendment # 1 . The Consultant agrees to furnish all labor and materials and perform all other necessary work, inclusive of that directly or indirectly related to the approved time extension, required to complete the Professional Service Amendment items. This document will become a supplement of the contract and all provisions will apply hereto. It is understood that the Professional Service Amendment shall be effective when approved by the Owner. Execution of this Professional Service Amendment by the Consultant constitutes a binding accord and satisfaction that fully satisfies, waives, and releases the Owner from all claims, demands, costs, and liabilities, in contract, law or equity, arising out of or related to the subject of the Professional Service Amendment, whether known or unknown, including but not limited to direct and indirect costs and/or damages for delay, disruption, acceleration, and loss of productivity, as well as any and all consequential damages. This document will become a supplement to the Contract and all provisions will apply hereto, all items included above must have required signatures as per the purchase resolution. REQUESTED BY: DEPARTMENT HEAD CERTIFIED FUNDS AVAILABLE: FINANCE DIRECTOR i NOTE: No payments will be made prior to City Manager and Council approval 2. ACCEPTED BY: CONSULTANT Date Accepted 4. APPROVED BY: Robert A. Spiegel, MAYOR Date Approved CITY MANAGER Date Approved G \Econ Development\Thomas Soule\Staff Reports\C34641 Amenoment#1 6-25-16 ooc MARKETING SERVICES AGREEMENT This Marketing Services Agreement ("Agreement') is entered into this 30th day of June, 2016, by and between the CITY OF PALM DESERT, a municipal corporation, ("CITY") and H & L PARTNERS, hereinafter referred to as ("AGENCY"). The CITY and AGENCY are sometimes collectively referred to as "Parties" and individually referred to as "Party." The Agreement is made in light of the following recitals: RECITALS A. CITY desires to engage AGENCY to prepare, develop, and implement certain advertising and marketing programs for the CITY. B. AGENCY desires to strategize, prepare, develop, and implement such programs for the CITY. NOW, THEREFORE, in consideration of the mutual promises set forth herein, and in light of the above Recitals, which are hereby made a part of this Agreement, the Parties hereby agree as follows: AGREEMENT 1. Term. The term of this Agreement shall commence on July 1, 2016, and end on June 30, 2017, and may be renewed for one additional one-year period at the option of the City under the same terms and conditions and at the same rates. In all cases, the Agreement renewals shall be approved annually by the City Council and sufficient appropriations shall have been made for the particular fiscal year for which the renewal is sought. 2. Scope of Services. Subject to the terms and conditions of this Agreement, AGENCY shall conduct marketing tactics, analysis and program implementation including, but not limited to: a. Services to be rendered by Agency pursuant to this Agreement shall be performed in coordination with City staff. The Agency will submit to City in writing for approval of all media recommendations including advertising plans, media schedules, and cost estimates prior to buying and placing advertisements. City will specify criteria and approve each advertisement and media placement and will not be limited in placing advertisements independently outside of this Agreement. CONTRACT NO. 34641 b. Media Planninq: media strategies and analysis, target audience analysis and research; product demographic research and circulation analysis; client consultation; reach and frequency estimates (size of audience reached by plan); special event/promotional strategies; PSA and partnership opportunities; return on investment (ROI) analysis. c. Neaotiatinq, Scheduling, and Maintaining Media Buvs: Ratings analysis; spot rotation analysis; added value (contracted and tracked); invoice audits which match spot time, dates, costs, and commercial numbers with original buy schedule; tear sheets required before payment on print advertising; make goods/credits (negotiated if media ran incorrectly); post -buy analysis/estimate. Media will be purchased at the lowest rate available. Any added value received from media purchases, including, but not limited to bonus advertising, e-blasts, promotional and online opportunities, and advertorial, will be passed on to the City at no additional cost. d. Media Administrative Services: record keeping; flowcharts; budget recaps; billing; processing payment; maintaining media buy schedules; buy confirmations; tracking make goods and credits; trafficking of creative materials. e. Options: For any other services not specified in this Agreement, for which the City Manager or designee has provided advance written approval, the City will pay the agreed upon Agency fee. Agency shall provide documentation to the City supporting all expenses incurred in furnishing these other services. f. Account management and consulting services related to all City of Palm Desert marketing and advertising programs. g. Develop a strategic advertising plan and annual budget in accordance with the guidelines established by the City and its Marketing Committee. The proposed advertising budget shall not exceed $400,000. h. Improve the volume and quality of traffic to the City's web site via search engine optimization efforts. Analyze results, make recommendations based on those results, adjust SEO based on those results, and report results. i. Pay -per -click management, recommendations, adjustments, and reporting. j. Development of a monthly e-newsletter, including design, content, database management, distribution and results tracking. Use Exact Target or similar service for distribution. k. Ensure that all work performed on behalf of the City of Palm Desert be billed to the City at net amounts. 2 CONTRACT NO. 34641 I. Work closely with members of City Staff, Marketing Committee, as well as other City contractors and vendors as required. M. Establish acceptable timetables for all marketing, advertising, and special projects produced on behalf of the City. n. Evaluate all proposals submitted to the City and issue recommendations based on cost, validity, and perceived benefits to the marketing/advertising objectives of the City. o. Provide monthly reports summarizing project activities and achievements of all services outlined in this scope of work. More extensive quarterly reports may also be required. p. Attend a Marketing Committee meeting to present reports as needed (minimum of one per year). q. Maintain regular communication with City staff including the hosting of bi- weekly telephone conference calls. r. Provide development and creative services as needed and under separate agreement. s. Development and implementation of a public relations program for consideration outside of this contract. t. Develop, manage and deploy programs that support digital efforts and encourage use of Palm Desert digital resources (e.g. website, social media, etc). U. Plan, organize and oversee special requests or projects assigned by the City. This could include development of a media plan for a city -sponsored event. If for any reason one or more of the above listed items are found to be unnecessary during the course of this agreement, CITY reserves the right to adjust fees, including the AGENCY's monthly fee, and reapply those fees to either an alternate item contained within the Scope of Work or a special project as determined by CITY. 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 3 CONTRACT NO. 34641 addition, Agency shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. Without limiting 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. 3. Insurance: General Liabilitv 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 liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to the Agreement. Automobile Liabilitv Insurance: Agency shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Agency arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. Professional Liabilitv (Errors & Omissions) Insurance: Agency shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and Agency agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims -made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement. Workers' Compensation Insurance: Agency shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000). Agency shall submit to City, along with the certificate of insurance, a 4 CONTRACT NO. 34641 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 under 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 Subconsultant policies. Agency shall provide to City satisfactory evidence as required under Insurance Section of this Agreement. Proof of Insurance: 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 Coveraqe: 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 Agency, his agents, representatives, employees or subconsultants. Citv's Riqhts 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 reimbursed by Agency or 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. 5 CONTRACT NO. 34641 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 hereunder. Primary and Non -Contributing Insurance: All insurance coverages shall be primary and any other insurance, deductible, or self-insurance maintained by the indemnified parties shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions. Requirements Not Limiting: Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits 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 and is 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 Cancellation: 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 (10) day notice is required) or nonrenewal of coverage for each required coverage. Additional Insured Status: General liability, Automobile Liability, and if applicable, Pollution Liability, policies shall provide or be endorsed to provide that the City of Palm Desert and its officers, officials, 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. Citv's Riqht 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 required by giving the Agency ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Agency, the City and Agency may renegotiate Agency's compensation. Self -Insured Retentions: Any self -insured retentions must be declared to and approved by City. City reserves the right to require that self -insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to 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 0 CONTRACT NO. 34641 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 out 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 of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Additional Insurance: Agency shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 4. Compensation. Prior to performing any services or furnishing any material contemplated by this Agreement to be undertaken and furnished by AGENCY, the CITY or its designee, after conferring with AGENCY, shall authorize the services rendered and materials to be furnished, the agreed compensation to be paid for these services, the manner of payment, the description of the estimate of reimbursable expense, and such other matters as may be deemed proper. Subject to the limitations and provisions set forth in this Section, the CITY shall compensate and reimburse AGENCY as follows: a. The CITY will pay AGENCY a monthly fee of $9,000.00 to cover services outlined in Section 1. The Parties estimate that AGENCY will provide an average of approximately seventy (70) hours per month of services; the actual number of hours provided in a given month may be more or less than seventy (70), but over the 12 month period of the Agreement, hours of services shall not exceed eight hundred (850). b. Any work outside the scope contained in this Agreement, including but not limited to public relations services, design work, video production, etc. will be determined by an agreed upon project fee. c. AGENCY will purchase online media at the lowest rate available. All billings will be submitted at net costs for payment by the CITY. AGENCY will not markup billings or receive commissions. d. CITY shall pay AGENCY the fee as outlined in Section 3a at the beginning of each month for the prior month. Each invoice shall contain, in reasonable detail, the projects and services worked on and rendered with supporting documentation or reimbursable costs and expenses for the previous month's CONTRACT NO. 34641 activities. Payment and reimbursement will be made in due course of payment by the CITY. e. AGENCY shall keep full and accurate books of accounts and records and other pertinent data in accordance with generally accepted accounting principles reflecting all transactions contemplated by this Agreement. 5. Termination. Either Party may terminate this Agreement at any time by giving the other Party thirty (30) days written notice of its intent to terminate, provided, however, the CITY's obligation to compensate and reimburse AGENCY for services rendered or materials furnished or contracted for as of the date of notification by either Party of the election to terminate, shall continue in accordance with the terms herein. 6. 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: a. To the extent applicable, AGENCY agrees that all Advertising Materials created for the CITY are considered "work made for hire" as defined in the United States Copyright Act, Title 17, 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. b. Notwithstanding the foregoing, all software applications, databases, computer programs (including source code and object code for any such programming), and executable code (collectively "Code") as well as other creative content and materials in existence prior to this Agreement (or created outside the scope of this Agreement) and all Code or portions thereof developed or provided by AGENGY hereunder, excluding any materials provided by the CITY ("Agency Property"), shall remain the sole and exclusive property of AGENCY. Upon full payment of all sums due and owing to AGENCY, AGENCY hereby grants a fully paid -up perpetual, non-exclusive, non -transferable license to the CITY to use internally and only for the benefit of the CITY such Agency Property solely as integrated into the Advertising Materials. For clarity, it is understood the N. CONTRACT NO. 34641 AGENCY shall own all modifications, improvements or enhancements to the Agency Property and any and all Code utilized by AGENCY, or made available by AGENCY for use by the CITY, that is not integrated within the Advertising Materials, may not be used by the CITY after the term of this Agreement except pursuant to a separately negotiated license agreement. c. 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 same as it sees fit, including use for any other client, provided such use shall not involve the release of any confidential information regarding the CITY's business or methods of operation. 7. Confidentiality. Each Party (the "Recipient") shall take reasonable steps to protect proprietary and confidential information and materials (hereinafter "Confidential Information") provided by the other Party or its representatives (the "Discloser") from improper disclosure. Confidential Information shall not include information previously known to Recipient or materials to which Recipient had access prior to the provision of such information or materials by Discloser; information or materials that are now or later become publicly known; or information or materials provided to Recipient by a third Party not bound by a duty of confidentiality to Discloser. Recipient shall inform Discloser of all inquiries into or requests for Discloser's Confidential Information by third parties and shall disclose Confidential Information to such third parties only when legally compelled to do so and after notice to Discloser, or when so permitted or instructed by Discloser. Notwithstanding any other provision of this Agreement, Confidential Information shall not include any CITY information or material that is not conspicuously marked as Confidential Information upon delivery to AGENCY. Further the CITY acknowledges that the media rates negotiated by AGENCY on behalf of the CITY are protected by AGENCY as trade secrets and are not generally known by the public or AGENCY's competitors. The disclosure of rate information to third parties, including but not limited to any advertising agency or media planning or buying service, or discussions of these rates with the media by the CITY, may cause the media to withdraw the rates. AGENCY also agrees to maintain adequate books and records all works in progress throughout the duration of this Agreement. Said books and records shall be and remain the property of the CITY upon the expiration or earlier termination of this Agreement. Within five (5) days of any expiration or earlier termination of this Agreement, AGENCY agrees that it shall provide the CITY with the aforementioned books and records. i7 CONTRACT NO. 34641 8. Mutual Indemnification. Except to the extent caused by a Party's (the "Indemnifying Party") negligence or willful misconduct, the Indemnifying Party hereby indemnifies and holds the other Party (the "Indemnified Party") harmless for any loss, costs (including all reasonable attorneys' fees) or damage suffered by the Indemnified Party due to, or related to, an material or information furnished by the Indemnifying Party; materials and/or projects developed by the Indemnified Party in any advertising or public relations; other material or projects developed for the Indemnifying Party; or any claims made against the Indemnified Party by a present or former employee of the Indemnifying Party due to or related to the Indemnifying Party's investigation or interviewing of such employee, and the results thereof, for the project. 9. Notices. Whenever it shall be necessary for either Party to serve notice on the other regarding this Agreement, such notice shall be served either in person, by certified mail, return receipt requested to the addresses below. CITY: City of Palm Desert 73-510 Fred Waring Dr. Palm Desert, CA 92260 ATTN: City Manager AGENCY: H & L Partners 30 Maryland Plaza St. Louis, MO 63108 ATTN: Mark Schaeffer 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. 10. Legal Costs. In the event of any legal action between the CITY and AGENCY arising out of the obligations of the Parties pursuant to this Agreement, the prevailing Party will be entitled to payment of its costs and expenses, including its attorneys' fees. 11. Bindinq Effect: Successors. AGENCY shall not assign or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the CITY, which may be given in the CITY's sole and absolute discretion. Any attempt to do so shall be null and void, and any assignees or transferees shall 10 CONTRACT NO. 34641 acquire no right or interest by reason of such attempted assignment or transfer. This Agreement shall bind and inure to the benefit of the Parties and their respective heirs, legal representatives, successors and assigns and all of the Parties thereto shall be jointly and severally liable hereunder. 12. Counterparts. This Agreement may be executed in counterparts each of which shall be deemed an original and all of which together shall constitute one and the same instrument which shall be binding upon the Parties notwithstanding that the Parties may not be signatories to the same counterpart or counterparts. The Parties may integrate their respective counterparts by attaching the signature pages of each separate counterpart to a single counterpart. 13. Further Assurances. Whenever requested to do so by the other Party, each Party shall execute, acknowledge, and deliver any further conveyances, assignments, confirmations, satisfactions, release, powers of attorney, instruments of further assurance, approvals, consents, and any further instruments or documents that are necessary, expedient, or proper to complete anything contemplated by this Agreement. In addition, each Party shall do any other acts and execute, acknowledge, and deliver any requested documents in order to carry out the intent and purpose of this Agreement. 14. Modifications. All modifications to the Agreement must be in writing and signed by the Parties. 15. Third -Party Rights. Nothing in this Agreement, express or implied is intended to confer upon any person, other than the Parties and their respective successors and assigns, any rights or remedies. 16. Governing Law; Choice of Venue. This agreement shall be governed and construed in accordance with California law. Venue shall be Riverside County. 17. Severability. If any provision of the Agreement becomes or is declared by a court to be illegal, unenforceable or void, that clause will be omitted and the remainder of the Agreement will continue in full force and effect. Such holding shall in no way affect the validity or enforceability of this Agreement. 18. Entire Agreement. This Agreement is the agreement between the Parties and supersedes any prior or contemporaneous representations, understandings or agreements, whether written or oral. 11 CONTRACT NO. 34641 19. Non -Solicitation of AGENCY EmDlovees. CITY agrees that during the term of this Agreement and for a twelve (12) month period following any termination of this Agreement, CITY will not, either directly or indirectly, on its own behalf or on behalf of its affiliates or other solicit, employ, manage, divert or hire away, or attempt to solicit, divert or hire away any person who is (or was at any time during the term of this Agreement or such twelve (12) month period following) employed, contracted or consulting with the AGENCY. The obligations of this Section shall survive the termination of this Agreement. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective authorized officers or representatives as of the date and year first above written. H & L PARTNERS By: % i c. /4 i k Scha er, Pr f dent Date: /Z / ( L= (Signature must be notarized) DAMIR KRAJINA Notary Public - Notary Seal STATE OF MISSOURI County of St. Louis My Commission Expires: Aug. 1, 2016 Commission #12375296 CITY OF PALM DESERT A Municipal Corporation By: & L'Zt a - " /I Robert A. Spiegel,&�yq - ) Date: ,r_ 3 - "2v/(e ATTEST: 12 ACKNOWLEDGEMENT BY INDIVIDUAL STATE OF COUNTYOF S3I—L©N'5 ) ss. On the a5 indayof - , 20 16 , before me personally appeared k-,,re 7,)czvii sc kAe-4er" to me known to be the person/persons described in and who executed the foregoing instrument, and acknowledged that b2 executed the same as free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. My term expires: O,� ILI 1 bo Notary Public (NOTARY SEAL) DAMIR KRAJINA Notary Public - Notary Seal STATE OF MISSOURI County of St. Louis My Commission #12375296 2016