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HomeMy WebLinkAboutC32022 - Digital Mrktng-Public Relations Svcs FY 2014-15 CITY OF PALM DESERT STAFF REPORT REQUEST: AWARD CONTRACT N0.32o22 TO OFF MADISON AVE FOR DIGITAL MARKETING AND PUBLIC RELATIONS SERVICES FOR FISCAL YEAR 2014/15 SUBMITTED BY: Donna Gomez, Tourism & Marketing Manager CONTRACTOR: Off Madison Ave 5555 East Van Buren Street, Ste. 215 Phoenix, AZ 85008 DATE: June 26, 2014 CONTENTS: Contract No. 32022 Recommendation By Minute Motion: 1. Award Contract No. 32022 to Off Madison Ave (OMA) for digital marketing and public relations services; and 2. Authorize the Mayor to execute the agreement on behalf of the City; and 3. Authorize the expenditure of an amount not to exceed $200,000 for digital media advertising and production services; and 4. Authorize the expenditure of an amount not to exceed $87,000 for website management, media placement services, e-newsletter production, and overall account management. Executive Summary The City of Palm Desert has contracted with Off Madison Ave for digital marketing services since 2008. In 2012 the City went out to bid for these services and again found OMA to provide the necessary experience and services at a competitive rate. Since that time, City Council has approved one-year contracts with the option to renew for one additional one-year period under the same terms, conditions and rate. OMA is proposing to provide the same services at the same rate as provided during fiscal year 2013/2014. Their level of experience, professional staffing, and knowledge of the Palm Desert brand continue to make OMA the most valuable and efficient resource for providing for the City's digital marketing needs. Contract No. C32022 Staff Report Digital Marketing Services June 26, 2014 Page 2 of 4 Backqround Digital marketing is a critical component to any successful marketing program. With the rapidly advancing technology and expanding use of computers, smart phones, and mobile devices, it is important to ensure a strong presence within this realm. The City's current digital program has experienced much success and staff would recommend continuing to have a strong visibility online. The complexity and ever-changing environment of the online marketing industry requires the expertise of an agency made up of specialists in a variety of fields. OMA has been providing digital marketing services for the City for the past six years. They have consistently provided a quality product including original design and implementation of the City's tourism website which continues to experience much success as demonstrated through its ever increasing traffic and activity. OMA is a full-service advertising agency specializing in internet marketing and offering a wide variety of services including interactive website design, online marketing research and strategy, online advertising, as well as monitoring and analysis of online advertising buys, pay-per-click and search engine optimization. OMA produces and distributes a monthly e-newsletter on the city's behalf. They also provide monthly reports for each initiative and recommend areas for improvement while making cost efficiency and effectiveness a priority. OMA proposes offering the same monthly retainer of $7,250 which includes the following services: • Account/Brand Management • Media management and reporting (placing online ads, monitoring effectiveness, making adjustments, etc.) • Search Engine Optimization: management, adjustments, and reporting • Pay-Per-Click: management, adjustments, and reporting • Consulting for social media and strategic initiatives • Regular development and creative services • Public Relations services • E-newsletter production and management • Website management Contract No. C32022 Staff Report Digital Marketing Services June 26, 2014 Page 3 of 4 Hard costs associated with online advertising are not included in the monthly service fees, but are included within the marketing department's budget request for fiscal year 2014/15 under "media buys" at approximately $175,000. OMA will continue to offer creative and production services outside the scope of the contract at $125.00 per hour and will not charge any agency commissions or mark-ups. The following is a brief synopsis of successes experienced with the City's digital program year to date (July 1, 2013 — March 2014): • Mobile visits to website up 134% over last fiscal year • Tablet visits to website were up 88% over last fiscal year • Website experienced 163800 unique visitors which is a 48% over last year • San Diego and Los Angeles regions saw 160% and 159% increases respectively in website visits • Canadian visits to the website increased by 35% this fiscal year to date • Over 14,000 subscribers receive the City's monthly e-newsletter In order to achieve and maintain such positive results, OMA works daily on the City's tourism website, keeping content relevant and fresh. They regularly track and manage results of online ad placements to ensure adequate return on investment. All of these efforts have lead to an increase in brand awareness and higher search engine rankings for the City's tourism website. Analytics have shown palm-desert.org experiencing tremendous growth in the mobile arena with 35% of site traffic generated from mobile devices. Staff is confident that OMA will continue to provide exemplary services and results on behalf of the City of Palm Desert and its digital programming and recommends contracting with OMA for online marketing and public relations services for a one year period, fiscal year 2014/15. Fiscal Analvsis Approval of this contract would ensure continued exposure for Palm Desert in the growing digital marketing arena. This contract would impact the general fund by $87,000 for monthly account management services and up to $200,000 for media buys, production and creative expenses. Denial of the request would negatively impact Palm Desert's presence online during a time that online exposure is critical and still remains affordable. The City's tourism website would be more difficult to locate through search engines and there would be no online advertising to drive traffic to the site which would ultimately reduce Palm Desert's exposure to the traveling public. Contract No. C32022 Staff Report Digital Marketing Services June 26, 2014 Page 4 of 4 Funds are expected to be available in Account No. 110-4417-414-3090 (monthly retainer) 110-4417-414-3221 (media buys), and 110-4417-414-3219 (advertising production) with the approval of the FY 2014/15 City budget. Submitted By: Department He : ,���� ii� Donna Gomez M in Alvarez Tourism & Marketing Man r Director of Economic Development Revie �YO Paul S. Gibson, Director of Finance Rudy Ac sta, Assistant City Manager Approval: CITY COtJNCILA�2TION APPROVED DENtED RECEIVED OTHER �.�� � ���� MEET G DA � AYES: � �Joh M. Wohlmuth, City Manager NOES: 1 ABSENT: AB5TAIN: VF.RIFIED BY: Originat on File with City rk's Office CONTRACT N0. 32022 MARKETING SERVICES AGREEMENT This Marketing Services Agreement ("Agreement") is entered into this 26t" day of June, 2014, 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 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 online 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, 2014, and end on June 30, 2015. 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 services related to all City of Palm Desert online marketing and advertising programs. b. Plan, coordinate, and oversee all online advertising/marketing efforts including but not limited to placement, recommendations, adjustments, and reporting check insertion of approved online advertising and otherwise verify proper execution. c. Develop a strategic online advertising plan and annual budget in accordance with the guidelines established by the City and its Marketing Committee. The proposed online advertising budget shall not exceed $175,000. d. 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. e. Pay-per-click management, recommendations, adjustments, and reporting. 1 CONTRACT NO. 32022 f. Development of a monthly e-newsletter including design, content, database management, distribution and results tracking. g. Ensure that all work perFormed on behalf of the City of Palm Desert be billed to the City at net amounts. h. Work closely with members of City Staff, Marketing Committee, as well as other City contractors and vendors. i. Plan, organize, and oversee special requests or projects assigned by the City. j. Establish acceptable timetables for all marketing, advertising, and special projects produced on behalf of the City. k. 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. I. Provide quarterly reports summarizing project activities and achievements of all services outlined in this scope of work. m. Attend a Marketing Committee meeting to present reports as needed (minimum of one per year). n. Maintain regular communication with City staff including the hosting of bi- weekly telephone conference calls. o. Development and creative services. p. Development of a public relations plan. q. Management of the City's tourism website including providing updates as needed. 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. Specifically, during the term of this Agreement, City desires to integrate the City's e- government and tourism websites. This will require the City to remove Agency as the manager of the City's tourism website and transfer those responsibilities to another firm. The City anticipates that the reduction of Agency's work in website management will be balanced with an increase of work in other areas, so City does not anticipate a change in total compensation. Agency will work with City to ensure a seamless transfer of website management and acknowledges that City retains all rights to the City's ownership of the website and its contents. 3. 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 2 CONTRACT N0. 32022 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 $7250.00 to cover services outlined in Section 2. The Parties estimate that AGENCY will provide an average of approximately sixty (60) hours per month of services; the actual number of hours provided in a given month may be more or less than sixty (60), but over the 12 month period of the Agreement, hours of services shall not exceed eight hundred (800). If services exceed eight hundred (800) hours, additional fees may be required. b. Any work outside the scope contained in this Agreement, including but not limited to, additional landing page design, website updates, HTML coding, program development, ad design, and adding content, will be billed at One Hundred Twenty Five dollars ($125.00) per hour or 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 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. 4. 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. 3 CONTRACT NO. 32022 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 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 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. 4 CONTRACT N0. 32022 6. 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 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 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. 7. 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. 5 CONTRACT NO. 32022 8. 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 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. 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 Liability 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: If deemed applicable by the City's Risk Manager, 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. 6 CONTRACT NO. 32022 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 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's 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 Rights 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 � CONTRACT N0. 32022 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 hereunder. Primary and Non-Contributinq 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 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 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. s CONTRACT NO. 32022 Timelv 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. Safetv: 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. 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, such as safe walkways, scaffolds, fall protection ladders, 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, which in its own judgment may be necessary for its proper protection and prosecution of the work. 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: Off Madison Ave., Inc. 5555 E. Van Buren, Suite 215 Phoenix, AZ 85008 ATTN: Roger Hurni 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. 9 CONTRACT NO. 32022 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 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 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. Zo CONTRACT N0. 32022 17.Severabilitv. 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 Aqreement. This Agreement is the agreement between the Parties and supersedes any prior or contemporaneous representations, understandings or agreements, whether written or oral. 19.Non-Solicitation of AGENCY Emplovees. 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. OFF MADISON AVE, Inc. CITY OF PALM DESERT Roger Hurni, Partner Van G. Tanner, Mayor Date: Date: (Signature must be notarized) ATTEST: Rachelle D. Klassen, City Clerk 11