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HomeMy WebLinkAboutC30020 - Xtnd Cntrct for Online Marketing Svs - Marketing CITY OF PALM DESERT STAFF REPORT REQUEST: AUTHORIZATION TO EXTEND CONTRACT NO. C30020 FOR ONLINE MARKETING SERVICES WITH OFF MADISON AVE. FOR A TWO-MONTH PERIOD SUBMITTED BY: Donna Gomez, Visitor Center Manager CONTRACTOR: Off Madison Ave. 80 East Rio Salado Parkway, Suite 711 Tempe, AZ 85281 DATE: December 9, 2010 Recommendation By Minute Motion: Authorize the extension of Contract No. C30020 with Off Madison Ave. for a two-month period through February 2011. Funds are available in the Marketing Budget, Account No. 110-4417-414- 3090. Backqround On July 8, 2010, City Council awarded a professional services contract to Off Madison Ave. for online marketing services, which is due to expire on December 31, 2010. This contract includes account management for the City of Palm Desert's tourism website as well as management, consulting, and analysis of all online marketing services. It was the intent that during this two-month period staff would go out to Request for Proposals (RFP) for these services. Unfortunately due to the transition in staff, there has not been adequate time to absorb the full scope of the contract in order to develop a comprehensive RFP for these services. Therefore, staff is requesting a two-month extension in order to accommodate the RFP process. A two-month extension will provide for an adequate evaluation of the existing contract, preparation of the RFP, review and recommendation of the Marketing Committee, and the presentation of a contract to the City Council for consideration. The extension will also allow for continual uninterrupted service of the City's tourism website and online advertising schedule. Staff Report Online Marketing Services December 9, 2010 Page 2 of 2 Following is the proposed timeline for this process: • December 9, 2010 Request for extension of contract to City Council • December 20, 2010 Request for Proposals Issued • January 6, 2011 Proposals Due • January 18, 2011 Marketing Committee Review • February 10, 2011 City Council Awards Contract • March 1, 2011 Contract Commences Staff recommends approval of the two-month extension for online marketing services with Off Madison Ave. Fiscal Analysis The current contract with Off Madison Ave. provides for a $6,250 monthly retainer. Total cost for the two-month extension would be $12,500. Funds are available in the Marketing Budget, Account No. 110-4417-414-3090. Submitted By: Department Head: � ' L Donna Gome , is' r enter nager sti McCarthy, AC r Redevelopment ��.,p S�' i, � � U � Paul S. ' , Director of Finance CITY COUNCILACTTON AYI'ROVFD � I�4�.NII'D Ap OV ' IZECEIVED OTt1I;R 1 mr.r�rrr�ic uf��rE i -�I - ,��(o - --____ � Av�;s:.� � _ � �� -- -- � ;�+�t��en.---- ------ o n M. Wohlmuth, City Manager nrp�;�; -il - -__. _ Ar3st.:vT: �'�,�`c����s����Fin�r� v _� ABS'I'AIN: �t��? .�� * vra�rr�rn �;�: r� � — Oribinal on �ile�vit�a Cii�,y Clcr{:�(�9'ts�•c _ G:\rda\Monica Loredo\Word\Gomez�20101Staff Reports\OMA extension 12-9-2010.doc � , � CONTRACT NO. C30020 MARKETING SERVICES AGREEMENT This Marketing Services Agreement ("Agreement") is entered into this 30th day of June, 2010, by and between the CITY OF PALM DESERT, a municipal corporation, ("CITY"), and OFF MADISON AVE., INC., hereinafter referred to as ("AGENCY"). The CITY and AGENCY are sometimes callectively 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 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, 2010, and end on December 31, 201Q. 2. Scope of Services: Subject to the terms and conditions of this Agreement, AGENCY shall conduct online marketing tactics and analysis including: a. Account management and consulting; b. Online media placement, recommendations, management, adjustments, and reporting, check insertion of approved online advertising and otherwise verify proper execution; c. Search engine optimization, recommendations, adjustments, and reporting; d. Pay-per-click management, recommendations, adjustments, and reporting; and e. Provide monthly reporting for all online activities including those outlined in this Section. 3. Compensation: Prior ta 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 it��iE�uH��riti.�ii3t.n���3 i�,�;�.i � � CONTRACT NO. C30020 ' 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 monthiy fee of Six Thousand Two Hundred and Fifty dollars ($6,250.00) to cover services outlined in Section 2. The Parties estimate that AGENCY will provide an average of approximately fifty (50) hours per month of services; the actuai number of hours provided in a given month may be more or less than fifty (50), but over the six month period of the Agreement, hours of services shall not exceed three hundred (300). If services exceed three hundred (300) hours, additional fees will be required. b. Any work outside the scope contained in this Agreement, including but not limited to landing page design, website updates, and adding content, will be billed at One Hundred Twenty Five dollars ($125.00) per hour or on an agreed upon project fee. c. AGENCY wiil purchase oniine media at the lowest rate available. All billings will be submitted at net costs for payment by the CITY. AGENCY will not markup biliings or receive commissions. � d. CITY shall pay AGENCY the fee as outlined in Section 3a at the beginning of each month. Each invoice shail 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 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 reffecting all transactions contemplated by this Agreement. 4. Termination: Either Party may terminate tl�is 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 coritinue in accordance with the terms herein. 5. 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 Sections: 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 �t,����lts.�rkl:��tit.��l ;�c��;;7.� 2 � , CONTRACT NO. C30020 States Copyright Act, Title 17, United States Code. Notwithstanding the foregoing, AGENCY may use and disseminate any Advertising Materiais developed by AGENCY for the CITY to promote AGENCY, inciuding 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. (coilectively "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 AGENCY hereunder, excluding any materials provided by the CITY ("Agency Property"), shall remain the sole and exclusive property of AGENCY. Upon full payment of ail sums due and owing to AGENCY, AGENCY hereby grants a fuliy 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 that 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 the property of AGENCY, which shall have the right to use same as it sees fit, including use for any other the CITY's, provided such use shall not involve the release of any confidential information regarding the CITY's business or methods of operation. 7. Confidentialitv. 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 ar 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, k\IPl H.I'fkl:\•Ilil.;\1'3105i? ; 3 ' � • � � ' CONTRACT NO. C30020 � 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 of all works in progress throuqhout 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. 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, any material or information furnished by the Indemnifying Party; materials and/or projects developed by the Indemnified Party and/or used 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 Palm Desert Civic Center 73-510 Fred Waring Drive Palm Desert, CA 92260 Attn: City Manager Off Madison Ave, Inc. AGENCY 80 E. Rio Salado Parkway, #711 Tempe AZ, 85281 Attn: David Anderson Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in tlie 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. Leqal 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. K1qPl:l3JTRI:MBLnY`316557 3 4 ' • CONTRACT NO. C30020 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 shail be null and void, and any assignees or transferees shail 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 tagether 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 this Agreement must be in writing and signed by the Parties. 15. Third-Party Riqhts. 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. Governinq Law; Choice of Venue. This Agreement shall be governed and construed in accordance with California law. Venue shall be Riverside County. 17. Severabilitv. If any provision of this 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 Aqreement. This Agreement is the entire agreement between the Parties and supersedes any prior or contemporaneous representations, understandings or agreements, whether written or oral. Il;vlPL;f3JTRtiMI3L��Y,IIGS57 3 rj , ' ' . � .� ' CONTRACT NO. C30020 � 19. Non-Solicitation of AGENCY Emqloyees. 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 behaif 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 foilowing) 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. OFF MADISON AVE, Inc. CITY OF PALM DESERT � A Municipal Corporation � � � . B , gy, � - • indy Fin rty, Mayor Date: � �� Date: � • o�� • �� Printed Name: David Anderson ATTEST: (Signature must be notarized) . By: Rachelle D. Klassen, City Clerk R�IVUf3'J"11ZI:MBLAY�3168�7.3 6