HomeMy WebLinkAboutItem 02 - Connector Project Marketingvi�TEM # m....,..�.d+�.. -��.
MEMO TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: BRUNO RUMBELOW, CITY MANAGER
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MEETING DATE: August 2, 2011
SUBJECT: APPROVAL OF A CONTRACT FOR THE CONNECTOR
PROJECT MARKETING PROGRAM WITH THOMAS ARTS
RECOMMENDATION:
City Council to consider an advertising contract with Thomas Arts for the first phase of
marketing in the amount of $44,277 to assist businesses impacted by the Connector
Project .
FUNDING SOURCE:
Funding for the advertising contract is available in account 173 -72115 -0001. The
budgeted amount is $44,277,
BACKGROUND:
The attached contract covers the Connector Project marketing plan to assist the local
businesses impacted by construction. This project totals $44,277 and includes the
design, layout, copywriting, editing and proofing of the design concepts as well as
production of the marketing pieces. The pieces will include postcards, frequency cards,
business signage, water bill inserts and rubber stamps. Production and distribution will
include the production and printing of the cards, signage and distribution of the
postcards.
Staff recommends approval.
July 28, 2011 (2:28PM)
RESOLUTION NO.
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:
ATTEST.,
APPROVED AS TO FORM:
RES. NO.
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ADVERTISING AGREEMENT
THIS AGREEMENT entered into this 19"' 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 perforrning 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
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.
) 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
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.
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
TITLE:
.ADDRESS:
TITLE: President /CEO
ADDRESS:
240 South 200 West, Farmington, UT 84025
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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
0 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 v: ork Nzth The City of Grapevine to acquire prizes for the drawing.
Printing of Postcard with Frequency Card Attached
0 6X9
o Full Bleed
0 80# Opaque Cover with perforation
o QTY: 75,000
Postcard Delivery
• 5 -mile radius
• QTY: 75,000
- Frequency Card – stand alone
o 3.5X2
TAUT -11476 COG Carrepaign Fu�illment (continued)
o QTY: 100,000
0 4/4
o Full Bleed
0 100# Opaque Cover
Custom Rubber Stamp
0 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)
0 3 Mailings
o QTY: 14,000 per mailing
0 100# Gloss Text
Window Signage
o QTY: 500
ESTIMATE: SOW includes 2 design options of each of the throe creative pieces with fanalitiation of the favorite. 1 round of
minor revisions is also included. No photography is included in the SOW Any photography not provided by the client will be
purchased from stock photography websites and billed in a separate SO W1 Shipping of printed /terns 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:
Payment is due 30 days from invoice date.
CLIENT DATE
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Kathy Helgason
o er a,
W0. ID11A72115:1.4: 500'
THOMASARTS DATE
$44,277.00