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Home My WebLink AboutC30010 - Media Buying Svc - JNS Advertsng CITY OF PALM DESERT STAFF REPORT REQUEST: AWARD CONTRACT NO. c3oolo TO JNS ADVERTISING FOR MEDIA BUYING SERVICES IN AN AMOUNT NOT-TO- EXCEED $205,000 SUBMITTED BY: Kristy Kneiding, Marketing Manager CONTRACTOR: JNS Advertising 79-690 Amalfi Drive La Quinta, CA 92253 DATE: July 8, 2010 CONTENT: JNS Advertising Contract 2010-11 Media Placement Plan Marketing Committee Minutes: April 20, 2010 JNS Advertising Background Recommendation By Minute Motion: 1. Concur with the Marketing Committee's recommendation and award Contract No. c3oolo to JNS Advertising in an amount not-to- exceed $205,000 for media buying services for Fiscal Year 2010/2011; and 2. Authorize the Mayor to execute the agreement on behalf of the City. Funds are available in Advertising Buys, Account No. 110-4417-414-3221. Executive Summary With the deletion of an all-inclusive, traditional advertising agency on retainer this fiscal year, staff is looking to a media buying service to secure the best advertising rates available and to negotiate with the media for added value (such as free radio, print, and online commercials and banner ads, advertorial, promotional mentions, etc.). JNS Advertising (JNS) conducts offline media research, analysis, purchasing, placement, and one-stop billing. The majority of inedia outlets extend an "agency discount"/commission for agencies placing advertising. Purchasing media in-house Staff Report Award of Contract for Media Buying Services July 8, 2010 Page 2 of 3 would not qualify the City for an agency discount, and the City would be paying published rate card prices with little or no added valued. By contracting with JNS, the City of Palm Desert would not pay a retainer or an hourly fee for their services. As compensation, JNS would receive the agency discount directly from the media; a discount the City would not be eligible for if inedia were placed in- house. The discount/payment is reflected in the pricing of the media buys on the attached plan. Those prices are still significantly lower than if staff purchased directly, as shown in the rate card column of the plan. Palm Desert's total media advertising budget is $435,000. Of that amount, JNS would be responsible for placing up to $205,000 worth of inedia primarily in the area of print and radio. The remaining media dollars are split between online and cooperative advertising efforts and will not be placed through JNS. Backqround JNS is a well-established company in the desert area and is currently working with the City of Indian Wells, Palm Springs Bureau of Tourism, Palm Springs Desert Resort Communities Convention and Visitors Authority (CVA), and the BNP Paribas Open. Palm Desert's media plan targets the same areas as our sister cities and the CVA. The main benefit of working with JNS, versus purchasing advertising in-house, is that they offer bulk buying power. Because they purchase a significant amount of inedia, they maintain relationships that allow them to buy advertisements at a cost lower than the published rate card. Additionally, they are able to negotiate added value, such as promotions, free ads, advertorial, and inclusion in e-newsletters, among others. Included in the business outline is a sample of the added value they can secure, demonstrating that their purchase power can possibly double the value of various media buys. Currently, the City of Palm Desert is billed directly for all media buys placed through our advertising agency. Opening purchase orders, verifying placement, and processing more than 100 invoices a year for media alone, produces a significant amount of paperwork and consumes considerable staff time. JNS collects all invoices and submits one bill each month, along with proof of perFormance and an analysis of cost efficiency and effectiveness. Therefore, 85 percent of the requested contracted amount is pass- through costs to the media. Fiscal Analvsis Approval of this contract would stretch Palm Desert's media dollars through bulk purchasing and reduce the amount of staff time on verifying media schedules and g:\rdalkristy kneiding\word data\staff reportsmemos\advertising�2010-11 jns contract rpt.doc Staff Report Award of Contract for Media Buying Services July 8, 2010 Page 3 of 3 processing purchase orders and payments. Denial of the contract would increase the cost the City pays for scheduled media buys and result in a significant increase in staff time, due to the time-consuming nature of inedia placement. Funds were included in this fiscal year's marketing budget, Account No 110-4417-414-3221. Submitted By: Department Head: . � , . G �j -, Kristy Kne ding, ar ' g M ager J in cCarthy, ACM edevelopment �� k Paul S. Gibs , ctor of Finance CITY COUNCIL✓�'ON Approval: APPROVED DF,NiED RECEIVED OTHER `-�... �,,� MEET G DA � AYES. r 1 Joh ohlmuth, City Manager NOES: �`� � ABSENT: j� � ABSTAIN: ` VERIFI�D BY: � Original on File with City k's Office * By Minute Motion: 1) Concur with the Marketing Committee's recom�endation and award the subject contract to JNS Ad�ertising, La Quinta, California, in an amount not to exceed $205,000 for media buying services, FY 2010-2011, with said media buys to be reconsidered by the Marketing Committee before purchasing same; 2) authorize the Mayor to execute the contract on behalf of the City - funds are available in Advertising Buys, Account No. 110-4417-414-3221. 4=0 (Kelly ABSENT) g:\rda\kristy kneiding\word data\staff reportsmemos\advertising�2010-11 jns contract rpt.doc � � , :� ;� � o 0 0�0 0�o m o c�t O w � G o o m m � ,'i� M 00 a' vf 06 N W 01 01 tLs t0 u7 1!'� y��..,...... � � � ry � QS M tf1 h tU tp Qj �.,,� � tt�.��.... ++ t�? 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W Z � � u► � M p � � � � } O O O � 0 W C (D � 6�7 a��- p p :: � ��., N v� P � Q i� � � � � y � � � � � 0 J "' U � c� o � a o dLL � cO o N c' o a�o� � � o 'u � � � 4fl � y�q � e�- M f„'j N .��'d � Vf � �h fA �� M o, � co � � � � o �� d o � � � N 69 � d'W r`' h` : M Nj �" .�„ � ER y. .:= h M � C �t � � 0 � � � � �"• Q � � � � 1,7M � � 7 � � � � � � w ��'�' CO ��,,' w w � ;�; � d � � }�' H � j > a� a� ,� y � V1J1 ,�.Y -�p y C 'N tNQ � �C �.� O O � t4 � CD .C �" w c� qCj � � sr !/� � � „�m t0 N � � U y � } � C � C t0 S� � G ,� ; y C � 'C ` �� e� N J L � W , N � y � C N � t6 CY N O � W :',.� " O G�i T d � Q Z � d 7 � '� p. p� C.7 � y �`€s.��.... t� � y. � l6 m Y � ,� ` m O q� tn C � � � m '� � 7 Cl p (�1 C � � � � �"—�� 'a Q � � `� � � Y � _• ' „`-�' o �° y d ¢ t- ci ; � c� uy d � O r,`iy ,c � : � o, � ,a � � d d a d a � �,, w O � � . ...: .. ; �� ry�-��,��.�;��+� `^ ' � ��r.� � � , . �., � , n� �-: . �,<..... .. . .. ... � ��, �: -- --- _ �� I I \L1Y � �.1�� PALM DESERT MARKETING COMMITTEE PRELIMINARY MINUTES Tuesday, April 20, 2010 —2 p.m. Administrative Conference Room I. CALL TO ORDER Sara O'Flynn called the meeting to order at 2:09 p.m. II. ROLL CALL Members Present: Members Absent: Sara O'Flynn, Chair Stephanie Loog Emily Bird-Hrivnak, Vice Chair Kimberly Bowers Theresa Maggio Lee Morcus Marlane Wolf Michael Shimer Staff/Others Present: Robert Spiegel, Councilmember Jim Ferguson, Councilmember Justin McCarthy, Assistant City Manager Kristy Kneiding, Marketing Manager Donna Gomez, Visitor Center Manager David Hermann, Management Analyst Ruth Ann Moore, Economic Development Manager Jane Stanley, Recording Secretary Dave Portner, Trave/Host Magazine Garry Sage, JNS Advertising Judy Sage, JNS Advertising III. ORAL COMMUNICATIONS None. IV. CONSENT CALENDAR A. MINUTES OF THE MEETING OF MARCH 16, 2010. Marlane Wolf moved, by Minute Motion, to approve the minutes of the March 16, 2010, meeting as presented. Motion was seconded by Sara O'Flynn and carried by unanimous vote. V. CONSENT ITEMS HELD OVER None PRELIMINARY MINUTES PALM DESERT MARKETING COMMITTEE APRIL 20, 2010 VI. NEW BUSINESS A. 2010-2011 MEDIA BUYING SERVICES After a brief introduction of their company, Garry Sage and Judy Sage from JNS Advertising presented their proposal for media buying services for the City. Kristy Kneiding reported that with JNS' buying power, the current budget of$260,000 would be translated to $310,000 worth of advertising, including JNS's fees. Upon question by Ms. Wolf, Mr. Sage clarified how JNS is paid. Ruth Ann Moore asked if the added value dollar amount received could be reported. Mr. Sage indicated that would be done. Justin McCarthy stated it makes sense to look at the proposal because JNS would allow the City to leverage staff time due to the cost and operational ef#iciencies. Ms. Kneiding had contacted one of the references, the City of Indian Wells, who has worked with JNS for four years and highly recommends them. Sara O'Flynn moved, by Minute Motion, to recommend contracting with JNS Advertising for strategic offline media planning, purchasing, and reporting for fiscal year 2010-2011. Motion was seconded by Michael Shimer and carried 5-0. B. 2010-2011 MEDIA PLAN Ms. Kneiding explained the 2010-2011 budget and online media plan, which is reduced from the previous year. Television advertising has been deleted. Seasonal radio campaigns tied to events may be implemented. Some discretionary funding is available for opportunities that may arise. Discussion ensued regarding advertising targeted at specific events in the Valley, using radio, and local businesses partnering together. Sara O'Flynn moved, by Minute Motion, to approve the 2010-2011 Media Plan as presented. Motion was seconded by Emily Bird-Hrivnak and carried 5-0. VII. CONTINUED BUSINESS None VIII. OLD BUSINESS None IX. REPORTS FROM CITY COUNCIL LIAISONS Councilman Robert Spiegel stated that Palm Desert has joined the CVA Business Improvement District (BID), which will give about $600,000 to the 2 JNS ADVERTISING 79-690 Amalfi Drive, La Quinta, CA 92253 Telephone: 760.775.0000 Fax: 760.775.0010 JNS Advertising Media Buying Proposal For The City of Palm Desert JNS Advertising proposes the following Media Buying Services: RESEARCH JNS Advertising subscribes to a software system that no other agency in the Coachella Valley has. This software give us market qualitative and quantitative information, such as; demographics, gender, ethnicity, education, income, where your potential visitor is spending their dollars by category. It provides us with information on what programs they watch, and/or listen to, what they read and why. These tools are essential to zeroing in on your targets, goals, and objectives. ANALYSIS JNS Advertising can and will provide analytics for each media buy prior to placement, which will include detailed reporting and return on investments. BUYING POWER With the clients JNS Advertising has secured and placed media buys for, we have substantial buying power in all forms of inedia throughout Southern California, the Pacific Northwest, Western Canada, and other markets. We like to refer to it as buying in bulk. You as a company will receive several rnore ads at a lower rate because we buy with many other businesses. We also believe in true partnerships between agency and vendor. In addition, we have strong negotiating skills that allow us to get better rates, and obtain a considerable amount of added value with each media buy we place, (Please see page 3 for an example). This ensures that every dollar spent is both efficient and effective. POSTING JNS Advertising will do a post buy on all schedules placed with media partners. What this means is that we will take all media bills (affidavits), and make sure they match what was ordered, before they are submitted to you for payment. If there is a discrepancy with a media JNS ADVERTISING 79-690 Amalfi Drive, La Quinta, CA 92253 Telephone: 760.775.0000 Fax: 760.775.0010 partner, we will ask for bonus weight to be added to our next schedule/placement, or simply ask for a credit. This creates more accountability and should never be left at the vendor's discretion. BILLING JNS Advertising will provide an itemized invoice for all vendors with affidavits as proof of performance each month. FEES At JNS Advertising we don't charge retainers or hidden fees. We normally receive an Agency Commission from all vendors so that every dollar you spend goes to work for you. This is negotiable. REFERENCES City of Indian Wells Nancy Samuelson 760-346-2489 Palm Springs Desert Resort Communities Convention & Visitars Authority (CVA) Jessica Walke 760-969-1337 BNP Paribas Open Dee Dee Felich 760-200-8407 Renaissance Palm Springs Hotel Linda Cahue 760-416-2927 Garry Sage Date City of Palm Desert Date JNS Advertising JNS ADVERTISING 79-690 Amalfi Drive, La Quinta, CA 92253 Telephone: 760.775.0000 Fax: 760.775.0010 Example of what we could do with various buy's: KOST-FM (Los Angeles) $5,000 Time Warner Cable (Los Angeles) $8,000 Spots: 25 ($200 average) Spots: 200($40 average) Added value: Added Value: No charge spots: 12 No charge spots: 60 Live mentions: 18 Program sponsorship: 60 Streaming commercial: 84 Reach: 88.2 Podcasts: unlimited Freq: 6.3 Web banners: 2 Total Mentions: 320($25 per mention) E-blast: 1 Reach: 69.5% Freq: 4.1 Total mentions: 142 ($35 per mention) Magazine: $5,000 (Los Angeles) %2 page to full page depending on magazine Added value: Web banner e-newsletter advertorial quarterly � Contract No. C30010 MEDIA BUYING AGREEMENT This Media Buying Agreement ("Agreement") is entered into this day of , 2010, by and between the City of Palm Desert ("City") and JNS Advertising ("Agency"). The City and Agency are sometimes collectively referred to in this Agreement as the "Parties" and individually referred to as "Party." AGREEMENT 1. Term. The term of this Agreement shall become effective for Fiscal Year 2010-2011 from July 1, 2010 until June 30, 2011, 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: 2.1 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. 2.2 City will specify criteria and approve each advertisement and media placement and will not be limited in placing advertisements independently outside of this Agreement. 2.3 Agency will provide the following services: (a) Media Plannina: 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; ROI analysis. (b) Neqotiatina, Scheduling and Maintaining Media Bu�s: 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; makegoods/credits (negotiated if inedia 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 A-1 RMPUBUTREMBLAY�316784.1 Contract No. C30010 opportunities, and advertorial, will be passed on to the City at no additional cost. (c) Media Administrative Services: record keeping; flowcharts; budget recaps; billing; processing payment; maintaining media buy schedules; buy confirmations; tracking makegoods and credits; trafficking of creative materials. (d) O tions: 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 commission. Agency shall provide documentation to the City supporting all expenses incurred in furnishing these other services. 3. Confidentialitv. Any information provided by the City to the Agency for use under this Agreement shall be deemed confidential. 4. Compensation. The amount budgeted for advertising and media buys is established as part of the City's Fiscal Year 2010-2011 budget. The City's liability for advertising services under this contract shall not exceed the amount budgeted. The City reserves the right, at any time during the term or any extensions thereof, to adjust the amount budgeted for media buying services. The Agency shall receive the media's agency discount, a commission of 15% of each commissionable media buy, which covers all costs associated with perForming services listed in Section 2, Scope of Services. 5. Billinq• Agency shall provide to the City a monthly invoice detailing Agency, commission as paid by the media, and media charges and expenses, credits or additional charges such as credits for missed spots or additional color or production charges from the media. Following verification of advertising placement and billing from the media vendor, the Agency will, if needed, issue adjustment billing to the City to reflect any credits or additional charges. Agency shall submit a verified statement of media charges and credits for services before the 10th day of each month. All such records shall be subject to audits by the city auditor or by an independent auditor from a reputable firm of certified public accountants. The total amount of this Agreement shall not exceed Two Hundred and Five Thousand Dollars ($205,000) without an amendment approved by the City Council. 5.1 Agency is authorized to act as City's agent with regard to the purchase of inedia hereunder. All purchases of inedia to carry the Client advertising, materials, services, and rights on behalf of Client will be made by Agency, as agent for the City. As Agency is acting as an agent for a disclosed principal, all such purchases will be made for the City under the principle of sequential liability, where Agency will be held liable for payments to media vendors and other suppliers A-2 RMPU B\JTREMBLAY�316784.1 Contract No. C30010 only to the extent Agency has been paid by the City for such purchases. For amounts owing but not paid to Agency, the City agrees that it will be held solely liable. Agency has the right to confirm with media vendors and other suppliers that they expressly agree to payment on such terms. 6. Ownership Riqhts. All documents and any other materials provided by the City are the sole property of the City. 7. Indemnification. Agency agrees to indemnify, defend and hold harmless the City, its officials, officers, employees, agents and consultants on account of any and all claims for damages because of (i) personal injury, sickness or death of any person, injury, damage or destruction to property in connection with its perFormance of its obligations pursuant to this Agreement, (ii) any breach by Agency of any representation, warranty or covenant of this Agreement, or (iii) any violation by Agency of any applicable local or state laws, ordinances, rules, regulations or lawful orders bearing on the performance of any obligations under this Agreement. This indemnification is intended to be as broad as possible and as broad as allowed by law. Only in the instance of damage caused solely and exclusively by the negligence and/or malfeasance of the City or its employees or agents will the indemnification not apply. This indemnification includes but is not limited to indemnifying for reasonable attorneys' fees, costs and other related expenses, including expert witness fees incurred by the City directly, through its carriers or for its agents and/employees. 8. Insurance. 8.1 Time for Compliance. Agency shall not commence services 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 subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 8.2 Minimum Reauirements. Agency shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by Agency, its agents, representatives, employees or subcontractors. Agency shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (a) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (A) General Liability: Insurance Services Office Commercial General Liability Coverage (occurrence form CG 0001); (B) Automobile Liability: Insurance Services Office Business Auto Coverage form number A-3 RMPUBUTREMB LAY�316784.1 Contract No. C30010 CA 0001, code 1 (any auto); and (C) Workers' Compensation and Employers' Liability: Workers' Compensation Insurance as required by the State of California and Employer's Liability Insurance. (b) Minimum Limits of Insurance. Agency shall maintain limits of no less than: (A) Genera/ Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (B) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (C) Workers' Compensation and Employer's Liability: Workers' compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of$1,000,000 per accident for bodily injury or disease. 8.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Agency shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (a) General Liabilitv. The general liability policy shall be endorsed to state that: (A) the City and its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services performed by or on behalf of Agency, including materials, parts or equipment furnished in connection with such work; and (B) the insurance coverage shall be primary insurance with respect to the City and its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Agency's scheduled underlying coverage. Any insurance or self-insurance maintained by the City and its directors, officials, officers, employees, agents and volunteers shall be excess of Agency's insurance and shall not be called upon to contribute with it. (b) Automobile Liabilitv. The automobile liability policy shall be endorsed to state that: (A) the City and its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Agency or for which Agency is responsible; and (B) the insurance coverage shall be primary insurance with respect to the City its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Agency's scheduled underlying coverage. Any insurance or self-insurance maintained by the City and its directors, officials, officers, employees, agents and volunteers shall be excess of Agency's insurance and shall not be called upon to contribute with it. (c) Workers' Compensation and Emplover's Liability Coveraqe. The insurer shall agree to waive all rights of subrogation against the City and its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by Agency. A-4 RMPUBVTREMB LAI'�316784.1 Contract No. C30010 (d) All Coveraqes. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City and its directors, officials, officers, employees, agents and volunteers. 8.4 Separation of Insureds� No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. Such insurance shall not contain any special limitations on the scope of protection afforded to the City and its directors, officials, officers, employees, agents and volunteers. 8.5 Acceptabilitv of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 8.6 Verification of Coveraqe. Agency shall furnish City with original certificates of insurance and endorsements affecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the City before work commences. 9. Independent Contractor For purposes of this Agreement, the Parties are independent contractors, and not partners nor is a joint venture being created. Each Party retains the right to perForm similar or different services for others or enter into similar agreements with third parties during the term of this Agreement. Any additional personnel performing the services under this Agreement on behalf of Agency shall also not be employees of the City and shall at all times be under Agency's exclusive direction and control. Agency shall pay all wages, salaries, and other amounts due such personnel 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 withholding, unemployment insurance, disability insurance, and worker's compensation insurance. 10. 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 A-5 RM PUBUTREMBLAI'�316784.1 Contract No. C30010 Agency: [Name] [Address] Attn: 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. 11. 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 reasonable attorneys' fees. 12. Bindinq Effect; Successors. Neither Party shall assign or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the other Party, which may be given in such Party's sole and absolute discretion. Any attempt to do so shall be null and void, and any assignees or transferees shall 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. 13. 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. 14. Further Assurances. Whenever requested to do so by the other Party, each Party shall execute, acknowledge, and deliver any further conveyances, assignments, confirmations, satisfactions, releases, powers of attorney, instruments of further assurance, approvals, consents, and any 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. 15. Modifications. All modifications to this Agreement must be in writing and signed by the Parties. Cancelation of inedia must adhere to the following schedule: Print: 30 days notice prior to placement; Television: 10 days notice prior to placement; Radio: 7 days notice prior to placement; and Electronic: Immediate cancelation. A-6 RMPU BVTREMBLAY�316784.1 Conttact No. C30010 16. Third-Partv 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. �7. Governinq Law• Choice of Venue This Agreement shall be governed and construed in accordance with California law, including the Fair Political Practices Act of 1974. Venue shall be Riverside County. 18. 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. 19. 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. 2�. Waiver of Jury Trial. The Parties specifically waive any right to trial by jury in any court with respect to any contractual, tortious or statutory claim, counterclaim or crossclaim against the other arising out of or connected in any way to this Agreement because the Parties hereto, both of whom are represented by counsel, believe that the complex commercial and professional aspects of their dealing with one another make a jury determination neither desirable nor appropriate. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first hereinabove written. City of Palm Desert Mayor City Clerk Agency President A-7 RMPUBUTREMBLAY�316784.1