HomeMy WebLinkAboutRes 2017-06-332 Municipal Voice AgreementCITY OF ANNA, TEXAS
RESOLUTION NO. 40/j-•Uly ~ 3d_,
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING AN AGENCY -CLIENT
AGREEMENT WITH MUNICIPAL VOICE.
WHEREAS, the City Council of the City of Anna, Texas (the "City Council") has asked Staff to
solicit a professional firm that can provide the City with public information, marketing,
communication and public relations services related to the construction of a new city hall and
other municipal facilities as well as the rollout and implementation of the newly -designed City
of Anna branding program; and
WHEREAS, Municipal Voice is a full-service, public relations, communications and marketing
company specializing in providing public information, citizen engagement, social media,
graphic services, internal communications and all other aspects of communication for municipal
governments;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA,
TEXAS, THAT:
Section 1. Recitals Incorporated.
The recitals above are incorporated herein as if set forth in full for all purposes.
Section 2. Approval of Agreement.
The City Council hereby approves the Agency -Client Agreement with Municipal Voice,
attached hereto as Exhibit 1, and authorizes, ratifies and approves the City Manager's
execution of same.
PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this the 27th
day of June, 2017.
ATTEST: APPRO ED:
Carrie L. Smith, City Secretary ,,,����""""'�� ,, Mayor, Mike Crist
OF +9
• A
Exhibit 1
Municipal Voice/City of Anna Agreement
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Municipal:,.;^Voice
Professional Public Information Services for City Governments
1209 Constitution Dr., Suite 100 ■ McKinney, TX 75071 ■ 972-623-8836
Aaencv-Client Aareement
June 27, 2017
Jessica Perkins
Assistant to the City Manager City of
Anna
111 N. Powell Parkway Anna, TX
75409
Via email to: iperkins@annatexas.gov
Dear Jessica:
Municipal Voice is pleased to have the City of Anna as one of its key clients, and we look forward to a
professional relationship that provides the highest in mutual benefit. This letter serves as the
agreement between Municipal Voice ("Agency"/"we") and the City of Anna ("Client"/"you"), under
which we are hired to provide you with public information, marketing, communication and public
relations services related to the voter election related to a bond issuance to finance the construction
of the Anna City Hall and any other municipal facilities along with the rollout of the newly -
designated City of Anna branding program.
This agreement is open-ended and commences on July 1, 2017. While no specific end -date is
defined, this agreement will remain in place until a mutually agreed termination is declared as
defined in Section III.
I. SERVICES
1. Creative
We shall provide such services as set forth in Addendum A attached to this agreement.
Addendum A includes a list of specific services that we recognize are direct deliverables to you.
Services listed in Addendum A will be undertaken until we receive notice from you or someone
you designate to change, modify, delete or initiate a service. Additional services can be added
by mutual consent.
2. Reporting
We will provide you a monthly activity report at or close to the end of each month the projects
are considered active and in progress. The reports will be submitted via email to a person or
persons you designate and will be either in outline or narrative form, depending on the
appropriateness for that particular month.
Exhibit 1
Municipal Voice/City of Anna Agreement
II. FINANCIAL ARRANGEMENTS
1. Fees
For services provided in Addendum A, we will bill you $1,000 monthly plus expenses as set forth
in this agreement. You will receive an invoice on or about the fifteenth day of each month.
At any time during the life of this agreement at the request of either party and prior to the end of
each period of the agreement, the parties shall discuss any adjustments to the services to be
provided and the compensation payable to us. However, until the parties mutually agree on such
revised terms, the then -current services and compensation shall remain in effect.
2. Expenses
Production Expenses Where we use the services of a supplier to provide services to you, or
purchase media on your behalf, and we pay for the services or media instead
of you, you agree to pay us the cost of the supplier services. Depending on our scope of work,
these services may include mechanical and art costs (including typography, artwork and
comprehensive layouts), audiovisual production costs (including video production), research
activities (including market research fees, on-line database charges, clipping services, and focus
group costs). We shall have the right to require reasonable assurance of the availability of your
funds in advance of undertaking commitments on your behalf.
We will obtain your authorization before making any commitments for any expenditure in
excess of $100 on your behalf.
Other Expenses We will also bill you monthly for all incidental and other expenses incurred on
your behalf, including, but not limited to, items such as copying, messengers, and printing.
3. Invoice Payment Terms
You agree to pay all undisputed invoices within 30 days. We reserve the right to assess a 1-
1/2% per month finance charge for invoices that remain unpaid after 30 days. You also agree to
reimburse us for reasonable attorneys' fees, incurred in the collection of any overdue and
unpaid invoices. In the unlikely event that our invoices remain unpaid for more than 30 days,
we may also, at our discretion, suspend work on your account. In addition, in the event any
invoices become overdue, all subsequent payments may, at our option, first be applied to those
invoices, which are overdue for the longest period of time until all payments are up to date.
We review each bill for accuracy and value before we send it to you. However, it is important
that you also immediately review our bills and approve them for payment. If you cannot
approve any portions of our bills, you agree to contact us immediately and to discuss the
problem. If you do not inform us of your disapproval of our billings or the overall amount of our
ongoing charges, we will continue to provide services in reliance on your implied approval of our
billings.
III. TERM• TERMINATION
Exhibit 1
Municipal Voice/City of Anna Agreement
The term of this agreement shall commence as of July 1, 2017 and shall continue indefinitely
unless otherwise terminated by either party in accordance with this agreement.
This agreement may be terminated by either party by giving 30 days' prior written notice tc
the other party, ("the letter of termination"). Our receipt of the letter of termination shall
cause a 30 -day Notification Period to begin. During the Notification Period, the rights,
duties and responsibilities of you and us as Client and Agency shall continue in full force and
effect, including, but not limited to, us continuing to be ready and willing to render services
on your behalf and the payment of all fees, hourly charges, expenses and other sums as
provided in this Agreement.
In addition, either party may terminate this agreement if (a) a petition under any bankruptcy law
is filed by or against the other party, (b) the other party executes an assignment for the benefit
of creditors, (c) a receiver is appointed for the other party's assets, or (d) the other party
becomes insolvent or takes advantage of any insolvency or any similar statute.
IV. INDEMNIFICATION
Because of your intimate familiarity with your business and the fact that we serve as your agent,
we cannot undertake to verify all the facts supplied to us by you. Because of this, you agree to
indemnify, defend and hold harmless us from and against all liabilities, losses, damages or
expenses, including reasonable attorneys' fees and costs, which we may incur as the result of any
claim, suitor proceeding brought or threatened arising out of the nature or use of your products
or services or any assertions we may make on your behalf, including assertions about your
organization, your products or services, or about your competitors and any of their products or
services, in any materials we may prepare for you, if, and only if, the assertions are based on
information, representations, reports, data or releases supplied to us by or through you, or
which you approve (excluding claims covered under our indemnity below).
Likewise, we will indemnify, defend and hold harmless you and your organization, elected and
appointed officials, your employees, officers, directors, shareholders, licensees, representatives
and agents against all liabilities, losses, damages or expenses, including reasonable attorneys'
fees and costs, which you or such other party may incur as the result of any claim, suit or
proceeding brought or threatened against you pertaining to libel, slander, defamation, copyright
infringement, invasion of privacy and/or plagiarism, except to the extent that such claims arise
from information or materials supplied by or through you.
The obligations to indemnify, defend, and hold harmless set forth in the two paragraphs above
shall survive the termination of this agreement for a period of five years.
In the event we are called upon to respond to or assist you in connection with litigation
commenced or threatened against you by third parties (for example, in complying with a
document subpoena), we will be entitled to staff time charges and reimbursement of out- of -
pocket expenses for services rendered to you, or time spent by us in connection with such
matters.
After we have issued material to the press or to another third party, its use is no longer under
our control. We cannot assure the use of materials by any media, nor that any information
Exhibit 1
Municipal Voice/City of Anna Agreement
published will accurately convey the information provided by us.
V. CONFIDENTIALITY
Each of us agrees to keep confidential and not to disclose or use for its own benefit or for the
benefit of any third party (except as may be required for the performance of services under
this agreement or as may be required by law), any information, documents or materials which
are identified by a party, at the time that they are made available, to be proprietary or
confidential. The confidentiality obligations in the preceding sentence, however, shall not
extend to any information, documents, or materials that (a) become publicly available without
breach of this provision, (b) are received from a third party without restriction, or (c) are
independently developed without reference to information received hereunder from the other
party, and provided further that such obligations shall expire upon the first anniversary of the
effective date of termination of this contract.
VI. RETENTION OF MATERIALS
Confidential materials provided to us shall be maintained for a period no longer than two years
and, thereafter, either returned to you or discarded, as you direct in writing at the end of our
business relationship. If you prefer us to adopt a different practice regarding the retention of
confidential materials or, for that matter any materials that are provided to us to perform
services under this Agreement, please let us know in writing.
VII. OWNERSHIP OF MATERIALS
We acknowledge and agree that, upon payment of all sums due to us underthis Agreement, all
photography, brochures, manuals, film, signage, logos, jingles, trademarks, advertising,
copyrighted works, and any other materials (collectively referred to as "Materials") generated
by or for us in the performance of this Agreement shall be deemed "work made for hire" and
shall, between you and us, be your exclusive property, subject to any third -party rights,
restrictions or obligations of which we notify you.
Likewise, you acknowledge that we retain ownership of all works of authorship created by or
for us prior to or separate from the performance of services underthis agreement, including,
but not limited to, our proprietary information/services, media lists, and third- party
relationships held by us.
VIII. AGREEMENT DISCLOSURE
We may publicize our agreement to work with you in the form of press releases and
announcements and will immediately include your name in our client roster for the purpose of
further business development efforts. You will be given reasonable opportunity to review and
approve all information pertaining to your organization prior to public disclosure.
You may also be requested to participate in additional activities, such as success stories,
references and public relations initiatives.
IX. DISPUTE RESOLUTION
We hope and expect that our relationship will be mutually beneficial and cooperative. However,
in the unlikely event that a dispute arises between us, we both agree to make a good faith
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Exhibit 1
Municipal Voice/City of Anna Agreement
effort to resolve our differences by nonbinding mediation before a neutral mediator. Each party
shall bear half the costs of mediation.
X. GENERALTERMS
Nothing contained in this Agreement shall create any partnership orjoint venture between the
parties and we shall not be deemed to be your employee. We will be acting as your agent when
purchasing materials or services on your behalf, and you agree that all orders placed and
contracts entered into by us in accordance with this agreement on your behalf with our
suppliers and other persons may so state. You acknowledge that we may from time to time use
consultants and/or subcontractors in the performance of our services hereunder.
This agreement may not be assigned by either party without the prior written consent of the
other, and any such purported assignment shall be void. This agreement is made in Texas and
shall be construed and interpreted in accordance with the laws of Texas, applicable to contracts
made and to be performed entirely therein. Venue for any litigation arising out of or in connection
with this agreement shall be in Collin County, Texas. This document is a complete and exclusive
statement of the terms of this agreement and may not be changed orally but only in writing
signed by both parties.
If any provision of this agreement is found or deemed by a court of competent jurisdiction to be
invalid or unenforceable, it shall be considered severable from the remainder of this agreement
and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall
reform this agreement to replace such stricken provision with a valid and enforceable provision
which comes as close as possible to expressing the intention of the stricken provision.
We agree to comply with all federal, state, and local laws, rules, regulations, and ordinances
applicable to the work covered hereunder as they may now read or hereinafter be amended.
In performing the services required hereunder, we shall not discriminate against any person on
the basis of race, color, religion, sex, national origin or ancestry, age, or disability.
The captions of this agreement are for informational purposes only, and shall not in any way
affect the substantive terms or conditions of this agreement.
Please acknowledge your agreement by signing this letter and returning a copy to us. We look
forward to a mutually rewarding relationship.
Sincerely,
Celso I. Ma lez
President, Municipal Voice
5
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Exhibit 1
Municipal Voice/City of Anna Agreement
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Exhibit 1
Municipal Voice/City of Anna Agreement
Addendum A
1. News Releases
As the need arises for both the voter election on the bond issuance for the City Hall building and
other municipal facilities and the new branding campaign, the appropriate number and type of
news releases will be researched and authored. A draft will be submitted for review and approval.
The approved news releases will be distributed to local and regional media outlets, including
newspapers, radio and television stations, and selected reporters, editors, and publishers.
A minimum of two news releases on one or both of these topics will be developed per month. In
addition, where necessary, media advisories, fact sheets, talking points and other products will be
developed in support of the campaigns.
2. Social media
We will make extensive use of social media platforms such as Facebook, Twitter and Instagram
(where appropriate) to convey important messages related to the two topics. A separate Facebook
page may be created for one or both of the topics to ensure wide dissemination of the material.
Occasional original videos will be produced to add impact to these posts.
3. E-mail Marketing
On a regular schedule, e-mail marketing campaigns will be sent to the existing subscriber list with
news and information related to one or both topics. These e-mail updates will be generated with
the concurrence of city staff, and be under the direction of the Assistant to the City Manager.
Depending on the amount of information available, these email marketing newsletters may be sent
twice a month or more frequently.
4. Advertorials
Where and when appropriate a newspaper advertisement will be developed that will include
information on one or both of the topics. The ads will be created to adhere to a theme or concept
that supports and relates directly to one or both topics. The ads will be created for use in the local
weekly newspaper.
5. Updates to Web Site
With the assistance of Anna staff, continuous updates to the City website will be part of the
campaign, including the addition of news releases, informational documents, and other material
intended for external audiences.
6. Advice and Counsel
Because of the important role that the Mayor, members of the City Council and staff will play in
creating positive publicity for both topics we will be regularly providing training, advice and
Exhibit 1
Municipal Voice/City of Anna Agreement
counsel regarding media relations, and public discussion, including development of presentation
materials and handouts, where necessary.
A speaker's bureau, town hall meetings, debates and other methods of public outreach will be
employed.
7. Other services
In addition to these services, other possible avenues for dissemination of news and information
regarding the two topics include:
Material translated into Spanish where appropriate Active
media pitching and placement
Event management
Crisis communication support
Development of "The Anna Committee of 100," a volunteer advocacy group trained and briefed
on various aspects of one or both campaigns
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