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HomeMy WebLinkAboutRES 2011-051 RESOLUTION NO. 2011-51 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS, APPROVING THE CONNECTOR PROJECT ADVERTISING AGREEMENT, FIRST PHASE AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City of Grapevine City Council is approving the hiring of Thomas Arts for marketing of the Connector Project to assist local businesses; and WHEREAS, the City of Grapevine is approving the amount of $44,277.00 for the first phase of the project as outlined in the statement of work; and WHEREAS, the City of Grapevine accepts the first phase of the project as described in the attached Exhibit "A" statement of work. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS: Section 1. That the City Council of the City of Grapevine, Texas, approves the terms as set forth in the Thomas Arts Connector Project advertising agreement dated July 19, 2011. Section 2. That this resolution shall take effect from and after the date of its passage. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS on this the 2nd day of August, 2011. APPROVED: William D. Tate Mayor ATTEST: Linda Huff City Secretary APPROVED AS TO FORM: 2--J -. --7 --- John F. Boyle, Jr./ City Attorney RES. NO. 2011-51 2 EXHIBIT-2 . TO RS • a5//-51 Page 1 -- of thomasARTs ADVERTISING AGREEMENT THIS AGREEMENT entered into this 19`1' day of July, 2011 by and between The City of Grapevine Texas hereinafter referred to as "Client,"and ThomasArts,a Utah Corporation,hereinafter referred to as "Agency." ARTICLE I TERM OF CONTRACT Section 1.01 Term: This Agreement shall begin on July 19,2011 and will continue until terminated by either party according to Article VI of this Agreement. ARTICLE II SERVICES TO BE PERFORMED BY AGENCY Section 2.01 Specific Services: Agency shall provide the following in accordance with the attached Statement of Work: a) Account Management Services that include assignment of account managers and account planners to provide Client with marketing planning, and marketing, creative, production, research, and media coordination services; b) Media Planning, Placement, and Scheduling in all media outlets including, but not limited to, newspaper,broadcast,magazines, Internet,and billboards; c) Creative and Production services for all advertising and design materials; d) Design and production of marketing materials; e) Public Relations services including writing,pitching and placement of articles. Additional services may be requested by Client and are subject to separate agreements. Section 2.02 Method of Performance: Agency will determine the method, details,and means of performing the above-described services in cooperation with Client. Section 2.03 Independent Contractor: Agency shall perform the services under this Agreement as an independent contractor and shall not be treated as an employee of Client for federal, state or local tax purposes or for any other purposes. Section 2.04 Work Product Ownership: All documentation and other work product shall be the property of Client except as otherwise provided in writing by the parties; however, this shall not prevent Agency from using, as a sample of its work, any materials produced by Agency. Client may use any such materials in any manner without obligation for any additional compensation to Agency. ARTICLE III PAYMENT TERMS AND CONDITIONS Section 3.01 Fees: Agency will charge Client for time spent working on Client's business. Hourly rates will vary by job function. Rates may vary over time. Client will be provided written notification of any proposed change in rates at least 30 days prior to the effective date of a rate change. Section 3.02 Expenses: Client agrees to reimburse Agency for amounts incurred or accrued by Agency in connection with this Agreement including,without limitation,travel,printing,postage,and delivery. Client shall pay 1 E,: � ►� A so REs o / Page . the cost of such services with no Agency markup. Agency shall obtain Client's approval prior to incurring costs associated with travel by Agency personnel. Section 3.03 Media Commissions: All media costs will be billed at cost,with no markups. Under circumstances where media grants Agency a commission,Agency will pass the value of the commission back to Client. Agency, in its role in negotiating and purchasing media space and time on behalf of Client, will place and receive/review all invoices. Time spent for media planning, buying, coordination, analysis, reconciliation or other time spent on Client's behalf will be billed to Client at hourly rates. Section 3.04 Compensation Review: One hundred and twenty (120) days after commencement of this Agreement, Client and Agency agree to review and adjust, if necessary, any of the compensation provisions of this Agreement. Basis for adjustments are a significant change in the scope or amount of services provided, or a significant change in the marketing budget of Client. Section 3.05 Date for Payment: a) Agency will submit to Client, at the end of each month, agency fees and production invoices that will include agency charges for creative and production services incurred pursuant to Section 3.01. Client agrees to pay the amount due to Agency within 15 days of receipt of each agency invoice. b) Agency will bill Client for media as invoices are received from media outlets. Client agrees to pay the amount due to Agency within 15 days of receipt of each agency invoice. c) A late charge equal to 1.5% per month shall apply to any amounts not paid within 45 days of the date any amounts to be paid hereunder are due. The parties hereby agree the amount of the late charge is a reasonable estimate of the damages that Agency would suffer, which include Agency administrative costs and loss of the use of such unpaid amounts. Section 3.06 Billing Method: Each invoice will itemize time spent and charged during the month by agency function,media cost,production cost,taxes and all other items being charged against each project. Section 3.07 Project Estimates: It will be the Agency's standard practice to provide Client with an estimate on each project. Where such estimate has been provided and agreed to by Client, Client agrees to pay Agency the estimated amount; and Agency agrees not to bill more than the estimate, unless the project's scope has materially changed from the initial agreement. All project costs are based on a good faith estimate of the time required to complete the work,multiplied by the agreed upon hourly rates of those to be involved in the project. ARTICLE IV OBLIGATIONS OF PARTIES Section 4.01 Amount of Service: Agency agrees to devote the time necessary to complete performance of the above-described services. Agency is not precluded hereunder from representing, or performing services for, and being employed by other persons or companies, provided that such services do not create a conflict of interest relative to Client. Section 4.02 Confidentiality: "Proprietary Confidential Information" is information that a party uses to administer its business and includes: billing and other financial information; work processes; policies and procedures; software created by or on behalf of or modified by or on behalf of the party; business and marketing data and plans; and any other information that a party marks as confidential. 2 Page of �.w — ..—�-- a) Non-Disclosure of Proprietary Confidential Information. Agency will not disclose any Proprietary Confidential Information of Client to any person or entity without the prior written permission of Client. b) Survival. Agency's obligations under this Section 4.02 shall survive for seven years from the date of disclosure to or access by Agency. However, to the extent any of Client's Proprietary Confidential Information constitutes a trade secret as defined under applicable law, Agency shall extend the protections of this Section 4.02 until such Proprietary Confidential Information no longer constitutes such a trade secret. c) Ownership and Return of Proprietary Confidential Information. All Proprietary Confidential Information acquired by Agency pursuant to or during the term of this Agreement is and shall remain the property of Client. All documents and other tangible materials embodying Client's Proprietary Confidential Information or copies thereof (including, without limitation, reports and other work product prepared by or furnished to Agency) irrespective of media, shall be promptly returned to Client or destroyed upon Client's written request. Agency's obligations pursuant to subsection b shall survive any delivery or destruction pursuant to this subsection. d) Exclusions. Agency shall have no such obligations for Proprietary Confidential Information which: 1) Is or becomes publicly known through no fault of Agency; 2) Is independently developed by Agency (and has been authenticated as such by Client); 3) Is approved for release in writing by Client or is otherwise required by this Agreement to be disclosed; 4) Is required to be disclosed by law or pursuant to the order of a court or governmental agency; provided, however, that Agency shall provide Client with written notice of such legal requirement at least five business days prior to disclosure and will assist Client as reasonably requested in obtaining a protective order or other similar relief;or 5) Is rightfully received from a third party having no direct or indirect secrecy or confidentiality obligation to Client (and has been authenticated as such by Client). Section 4.03 Insurance and Indemnification: a) Agency agrees to carry at its own expense professional and general liability insurance coverage in amounts not less than$1 million coverage. b) Agency agrees to protect, defend,and indemnify Client from and against any liability that Client may incur based solely on the actions of Agency or the failure of Agency to perform any obligation under this agreement. c) Agency shall accept representations supplied by Client to be used in advertising for the Client as stated and shall have no independent duty to verify Client's statements and/or representations, provided, however, that Agency shall submit all copy to Client for final review in advance of publication,broadcast, or distribution. Section 4.04 Assignment: Neither this Agreement nor any duties or obligations under this Agreement may be assigned by Agency without the prior written consent of Client, except as provided herein. Section 4.05 Cooperation: Client agrees to comply with all reasonable requests of Agency necessary to the performance of this Agreement. 3 A TO R6S. o /-SI Page ARTICLE V TERMINATION OF AGREEMENT Section 5.01 Notice: Notwithstanding any other provisions of this Agreement, either party hereto may terminate this Agreement,with or without cause, at any time by giving sixty (60) days written notice to the other party. Client shall pay to Agency, within ten (10) days of such termination, all of Agency's fees, commissions, and expenses accrued or incurred to and including the date of termination, including any amounts incurred or accrued in connection with work in progress. During the sixty (60)-day termination period, Agency shall be entitled to commissions on subsequent placement and use of any advertising materials previously produced by Agency for Client pursuant to this Agreement. ARTICLE VI GENERAL PROVISIONS Section 6.01 Notices: Any notices to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing at the end of this Agreement,but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed communicated as of actual receipt;mailed notices will be deemed communicated as of two (2) days after mailing. Section 6.02 Entire Agreement: This Agreement supersedes any and all agreements, either oral or written, between the parties hereto with respect to rendering of services by Agency for Client, and contains all of the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements have been made by any party, orally or otherwise, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement will be effective only if it is in writing signed by the parties to this Agreement. Section 6.03 Severability: If any provision of this Agreement is held to be invalid or unenforceable, then said provision shall not invalidate the remainder of this Agreement. Section 6.04 Waiver: The waiver by either party of a breach or violation of any provision of this Agreement will not operate as or be construed to be a waiver of any subsequent breach thereof. Section 6.05 Arbitration: This Agreement shall be governed by the laws of the State of Texas without regard to its principles of conflicts of laws. Section 6.06 Authorization to Sign: The parties hereby warrant that the persons executing this Agreement are authorized to execute this Agreement and are authorized to obligate the respective parties to perform this Agreement. Executed at , on the day and year first written above. CLIENT: AGENCY: City of Grapevine,TX ThomasArts BY: BY: NAME: NAME: Dave Thomas 4 ft ro RES.aall•S/ Page $ of 1 _ TITLE: TITLE: President/CEO ADDRESS: ADDRESS: 240 South 200 West,Farmington,UT 84025 5 ff.«���•R iw VV• //-5/ �.=.,.. k b � E Q� oZ0 Page !v of thornasARTS statement of work DATE: July 27,2011 CLIENT: The City of Grapevine PROJECT: City of Grapevine Campaign Fulfillment REQ NO: 11476 This Statement of Work outlines the services that ThomasArts will provide for this project as specified—and the accompanying costs. This estimate is based on agency time and expenses incurred by contracting with outside vendors as necessary to meet the requirements of this project. Markup for outside services is standardized at 15%. Hourly rates for agency services are outlined. The Agency invoice will reflect the financial estimate noted in this Statement of Work. Should the elements, strategy or direction of this project be altered on request by the client, a revised Statement of Work will be required. SERVICES: ThomasARTS will create three print pieces that will be designed using the campaign theme design selected by The City of Grapevine.All three pieces will complement each other.The following pieces will be designed: - 6x9 Postcard o Postcard will be delivered with the Frequency Card. It will explain the campaign and entice people to visit the participating business so they can be entered in a drawing. It will contain the most messaging points of all the pieces. o Double-Sided - Frequency Card o 2 Sides—back will have a place for stamps o Minimal messaging - Business Signage o This will be a one-sided poster that makes people aware that the business is a participating business—it will contain limited copy. ThomasARTS will also manage the fulfillment of the campaign,which includes the following services: - Frequency Purchase Drawing Prizes ThomasARTS will work with The City of Grapevine to acquire prizes for the drawing. - Printing of Postcard with Frequency Card Attached o 6X9 o Full Bleed o 80# Opaque Cover with perforation o QTY: 75,000 - Postcard Delivery o 5-mile radius o QTY: 75,000 - Frequency Card—stand alone o 3.5X2 ' , 0 RES. aa/l-Sl Page _ _ of __ _- ._ thomasARTS TAUT-11476_COG Campaign Fullment(continued) o QTY: 100,000 o 4/4 o Full Bleed o 100# Opaque Cover - Custom Rubber Stamp o 1 5/8X5/8 o QTY: 500 o Available in black or purple ink(production time will vary based on color) - Water bill insert (buck slip) o 3 Mailings o QTY: 14,000 per mailing o 100# Gloss Text - Window Signage o QTY: 500 ESTIMATE: SOW includes 2 design options of each of the three creative pieces with finalkation of the favorite. 1 round of minor revisions is also included No photography is included in the SOW.Aiy photography not provided by the client will be purchased from stock photography websites and billed in a separate SO IV Shipping of printed items is also not included AGENCY DESCRIPTION Total Account Management $3,000 Art Direction/Design&Layout $4,000 Copywriting/Editing $5,000 Proofing $500 Window Signage $350 Frequency Purchase Drawing Prizes $5,000 6x9 Postcard w/Frequency Card attached-Printing $6,924 Postcard Delivery $10,643 Frequency Card-Stand Alone--Printing $2,822 Custom Rubber Stamp--Production $3,600 Water Bill Insert--Printing $2,438 TOTAL - $44,277' TOTAL ESTIMATE: $44,277.00 Payment is due 30 days from invoice date. CLIENT DATE Digitally signed by Rally HNgason Kathy Helgason DN m=Rally HNga On,o=romas' S, a=TAOC, email=010 sarts.com,c=U3 Date 2011 0727 15 12 40 07'00' THOMASARTS DATE