R-08-10-09-8E1 - 10/9/2008RESOLUTION NO. R -08-10-09-8E1
WHEREAS, the City of Round Rock desires to retain professional
consulting services for the Convention and Visitors Bureau Marketing
and Public Relations Program, and
WHEREAS, Arsenal Brand, Inc. has submitted an Agreement for
Professional Consulting Services to provide said services, and
WHEREAS, the City Council desires to enter into said agreement
with Arsenal Brand, Inc., Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS,
That the Mayor is hereby authorized and directed to execute on
behalf of the City an Agreement for Professional Consulting Services
with Arsenal Brand, Inc., a copy of same being attached hereto as
Exhibit "A" and incorporated herein for all purposes.
The City Council hereby finds and declares that written notice
of the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to
the public as required by law at all times during which this
Resolution and the subject matter hereof were discussed, considered
and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended
RESOLVED this 9th day of October, 2008.
Cnevie4Z
ALAN MCGRAW, Mayor
City of Round Rock, Texas
SARA L. WHITE, City Secretary
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CITY OF ROUND ROCK AGREEMENT
FOR PROFESSIONAL CONSULTING SERVICES
WITH ARSENAL BRAND, INC.
This Agreement shall recite the contractual terms whereby the City of Round Rock
engages Arsenal Brand, Inc. to perform, by way of illustration and not limitation, the following
services:
Development and provision of a package of professional services focusing on
strategic and creative services relating to the City of Round Rock and its brand
"The Sports Capital of Texas" including the following three key areas of
communications support: (i) overall proactive strategic planning and
development; (ii) creative development, execution and production of campaign
materials; and (iii) media planning and placement as directed by City; and the
development of a marketing plan that establishes business goals and objectives
targeted to reach the ideal market, including components that will allow feedback
and the ability to measure results; and creative execution plan that includes the
following three key components: (i) broadcast promotions; (ii) interactive
marketing; and (iii) print advertising.
This Agreement (hereinafter referred to as the "Agreement") is made by and between the
City of Round Rock, a Texas home -rule municipal corporation, whose offices are located at 221
East Main Street, Round Rock, Texas 78664-5299, (hereinafter referred to as the "City") and
Arsenal Brand, Inc., whose offices are located at 701 Brazos, Suite 500, Austin, Texas 78701
(hereinafter referred to as the "Consultant").
RECITALS:
WHEREAS, City has determined that there is a need for the delineated services; and
WHEREAS, City desires to contract for such professional services; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties and obligations hereunder;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
1.01 EFFECTIVE DATE, DURATION, AND TERM
This Agreement shall be effective on the date this Agreement has been signed by each
party hereto, and shall remain in full force and effect unless and until it expires by operation of
the term indicated herein, or is terminated or extended as provided herein.
00124940
EXHIBIT
nA"
The initial term of this Agreement shall be until full and satisfactory completion of the
work specified herein is achieved, but in no event later than the end of City's current fiscal year,
that being September 30, 2009.
At City's option, this Agreement may be renewed for four additional twelve (12) month
periods from the expiration date of the initial term, only upon the express written agreement of
both parties and only provided Consultant has performed each and every contractual obligation
specified in this Agreement.
City reserves the right to review the Agreement and contractual relationship at any time,
and may elect to terminate same with or without cause or may elect to continue.
1.02 CONTRACT AMOUNT; AND SCOPE OF WORK DELINEATION
In consideration for the professional services to be performed by Consultant, City agrees
to pay Consultant a total sum not to exceed One Hundred Twenty-seven Thousand Five Hundred
and No/100 Dollars ($127,500.00) in payment for services and the Scope of Work deliverables
as delineated hereafter:
For purposes of this Agreement Consultant has issued its Scope of Work. Such Scope of
Work is attached as Exhibit "A" and incorporated herein for all purposes. This Agreement,
including all exhibits, shall evidence the entire understanding and agreement between the parties
and shall supersede any prior proposals, correspondence or discussions.
Consultant shall satisfactorily provide all services described under the attached Scope of
Work within the contract term specified in Section 1.01. Consultant's undertakings shall be
limited to performing services for City and/or advising City concerning those matters on which
Consultant has been specifically engaged. Consultant shall perform its services in accordance
with this Agreement, in accordance with any appended exhibits, in accordance with due care,
and in accordance with prevailing consulting industry standards for comparable services.
1.03 PAYMENT FOR SERVICES; SUPPLEMENTAL AGREEMENTS
Payment for Reimbursable Expenses: There shall be no payment for reimbursable
expenses in this Agreement.
Not -to -Exceed Total: Unless subsequently changed by additional Supplemental
Agreement to this Agreement, duly authorized by City Council or City Manager action,
Consultant's total compensation hereunder shall not exceed $127,500.00. This amount
represents the absolute limit of City's liability to Consultant hereunder unless same shall be
changed by additional Supplemental Agreement, and City shall pay, strictly within the confines
of the not -to -exceed sum recited herein, Consultant's professional fees for work done on behalf
of City.
Deductions: No deductions shall be made for Consultant's compensation on account of
penalty, liquidated damages or other sums withheld from payments to Consultant.
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Additions: No additions shall be made to Consultant's compensation based upon Project
claims, whether paid by City or denied.
Supplemental Agreements: The terms of this Agreement may be modified by written
Supplemental Agreement hereto, duly authorized by City Council or City Manager action, if City
determines that there has been a significant change in (1) the scope, complexity, or character of
the services to be performed; or (2) the duration of the work. Any such Supplemental
Agreement must be executed by both parties within the period specified as the term of this
Agreement. Consultant shall not perform any work or incur any additional costs prior to the
execution, by both parties, of such Supplemental Agreement. Consultant shall make no claim for
extra work done or materials furnished unless and until there is full execution of any
Supplemental Agreement, and City shall not be responsible for actions by Consultant nor for any
costs incurred by Consultant relating to additional work not directly authorized by Supplemental
Agreement.
1.04 TERMS OF PAYMENT
Invoices: To receive payment, Consultant shall prepare and submit a series of monthly
detailed invoices to City for services rendered. Each invoice for professional services shall detail
the services performed, along with documentation. All payments to Consultant shall be made on
the basis of the invoices submitted by Consultant and approved by City.
Should additional backup material be requested by City, Consultant shall comply
promptly. In this regard, should City determine it necessary, Consultant shall make all records
and books relating to this Agreement available to City for inspection and auditing purposes.
If City has any dispute with work performed, then City shall notify Consultant within
thirty (30) days after receipt of invoice. In the event of any dispute regarding the work
performed, then and in that event Consultant shall either (a) satisfactorily re -perform the disputed
services or (b) provide City with an appropriate credit.
Payment of Invoices: City reserves the right to correct any error that may be discovered
in any invoice that may have been paid to Consultant and to adjust same to meet the
requirements of this Agreement. Following approval of invoices, City shall endeavor to pay
Consultant promptly, but no later than the time period required under the Texas Prompt Payment
Act described in Section 1.08 herein. Under no circumstances shall Consultant be entitled to
receive interest on payments which are late because of a good faith dispute between Consultant
and City or because of amounts which City has a right to withhold under this Agreement or state
law. City shall be responsible for any sales, gross receipts or similar taxes applicable to the
services, but not for taxes based upon Consultant's net income.
Offsets: City may, at its option, offset any amounts due and payable under this
Agreement against any debt (including taxes) lawfully due to City from Consultant, regardless of
whether the amount due arises pursuant to the terms of this Agreement or otherwise and
regardless of whether or not the debt due to City has been reduced to judgment by a court.
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1.05 REQUIRED REPORTS
Consultant agrees to provide City with any necessary detailed final written reports,
together with all information gathered and materials developed during the course of the project.
Additionally, Consultant agrees to provide City with any necessary oral presentations of such
detailed final written reports, at City's designation and at no additional cost to City.
1.06 LIMITATION TO SCOPE OF WORK
Consultant and City agree that the scope of services to be performed is generally
enumerated in Exhibit "A." Notwithstanding anything herein to the contrary, the parties agree
that City retains absolute discretion and authority for all funding decisions, such decisions to be
based solely on criteria accepted by City which may be influenced by but not be dependent on
Consultant's work.
1.07 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may effect such termination by
giving Consultant a written notice of termination at the end of its then current fiscal year.
1.08 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to be
made by City to Consultant will be made within thirty (30) days of the date City receives goods
under this Agreement, the date the performance of the services under this Agreement are
completed or the date City receives a correct invoice for the goods or services, whichever is later.
Consultant may charge interest on an overdue payment at the "rate in effect" on September 1 of
the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to
payments made by City in the event:
(1) There is a bona fide dispute between City and Consultant, a contractor,
subcontractor, or supplier about the goods delivered or the service performed that
causes the payment to be late; or
(2) There is a bona fide dispute between Consultant and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed
that causes the payment to be late;
(3) The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
(4) The invoice is not mailed to City in strict accordance with any instruction on the
purchase order relating to the payment.
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1.09 TERMINATION
This Agreement may be terminated for any of the following conditions:
(1) By City for reasons of its own, with or without cause, and not subject to the
mutual consent of any other party, such written termination notice to be given to
the other party not less than thirty (30) days prior to termination.
(2) By mutual agreement and consent of the parties, such agreement to be in writing.
(3) By either party for failure by the other party to perform the services set forth
herein in a satisfactory manner, such termination notice to be given in writing to
the other party.
(4) By either party for failure by the other party to fulfill its obligations herein.
(5) By satisfactory completion of all services and obligations described herein.
Should City terminate this Agreement as herein provided, no fees other than fees due and
payable at the time of termination shall thereafter by paid to Consultant. City shall pay
Consultant for all uncontested services performed to date of notice of termination.
If either party defaults in performance of this Agreement or if City terminates this
Agreement for default on the part of the other party, then City shall give consideration to the
actual costs incurred by Consultant in performing the work to the date of default. The cost of the
work that is useable to City, the cost to City of employing another firm to complete the useable
work, and other factors will affect the value to City of the work performed at the time of default.
The termination of this Agreement and payment of an amount in settlement as set forth
above shall extinguish all rights, duties, and obligations of City and the terminated party to fulfill
contractual obligations. Termination under this section shall not relieve the terminated party of
any obligations or liabilities which occurred prior to cancellation.
1.10 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, and is not City's employee. Consultant's
employees or subcontractors are not City's employees. This Agreement does not create a
partnership, employer-employee, or joint venture relationship. No party has authority to enter
into contracts as agent for the other party. Consultant and City agree to the following rights
consistent with an independent contractor relationship:
Consultant has the right to perform services for others during the term hereof.
Consultant has the sole right to control and direct the means, manner and method
by which services required by this Agreement will be performed.
Consultant has the right to hire assistants as subcontractors, or to use employees
to provide the services required by this Agreement.
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(4) Consultant or its employees or subcontractors shall perform services required
hereunder, and City shall not hire, supervise, or pay assistants to help Consultant.
Neither Consultant nor its employees or subcontractors shall receive training from
City in skills necessary to perform services required by this Agreement.
(6) City shall not require Consultant or its employees or subcontractors to devote full
time to performing the services required by this Agreement.
Neither Consultant nor its employees or subcontractors are eligible to participate
in any employee pension, health, vacation pay, sick pay, or other fringe benefit
plan of City.
(5)
(7)
1.11 NON -SOLICITATION
All parties hereto agree that they shall not directly or indirectly solicit for employment,
employ, or otherwise retain staff of the other during the term of this Agreement.
1.12 CONFIDENTIALITY; AND MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by City for use by Consultant in
connection with services to be performed under this Agreement, and any and all data and
information gathered by Consultant, shall be held in confidence by Consultant as set forth
hereunder. All parties agree to hold all confidential information in the strictest confidence and
not make any use thereof other than for the performance of this Agreement. Notwithstanding the
foregoing, the parties recognize and understand that City is subject to the Texas Public
Information Act and its duties run in accordance therewith.
Any and all materials created and developed by Consultant in connection with services
performed under this Agreement, including all trademark and copyright rights, shall be the sole
property of City at the expiration of this Agreement.
1.13 WARRANTIES
Consultant warrants that all services performed hereunder shall be performed consistent
with generally prevailing professional or industry standards, and shall be performed in a
professional and workmanlike manner. Consultant shall re -perform any work not in compliance
with this warranty.
1.14 INDEMNIFICATION
Consultant agrees to hold harmless, exempt, and indemnify City, its officers, agents,
directors, servants, representatives and employees, from and against any and all suits, actions,
legal proceedings, demands, costs, expenses, losses, damages, fines, penalties, liabilities and
claims of any character, type, or description, including but not limited to any and all expenses of
litigation, court costs, attorneys fees and all other costs and fees incident to any work done as a
result hereof.
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City agrees to hold harmless, exempt, and indemnify Consultant, its officers, agents,
directors, servants, representatives and employees, from and against any and all suits, actions,
legal proceedings, demands, costs, expenses, losses, damages, fines, penalties, liabilities and
claims of any character, type, or description, including but not limited to any and all expenses of
litigation, court costs, attorneys fees and all other costs and fees incident to any work done as a
result hereof.
In no event shall either party be liable to the other for special or consequential damages,
statutory or otherwise.
1.15 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party may
assign any rights or delegate any duties hereunder without the other's prior written approval.
1.16 LOCAL, STATE AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing services under this Agreement. City will not do the following:
(1) Withhold FICA from Consultant's payments or make FICA payments on its
behalf;
(2) Make state and/or federal unemployment compensation contributions on
Consultant's behalf; or
(3)
Withhold state or federal income tax from any of Consultant's payments.
If requested, City shall provide Consultant with a certificate from the Texas State
Comptroller indicating that City is a non-profit corporation and not subject to State of Texas
Sales and Use Tax.
1.17 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Consultant, its consultants, agents, employees and subcontractors shall comply with all
applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as
amended, and all applicable rules and regulations promulgated by local, state and national
boards, bureaus and agencies. Consultant shall further obtain all permits, licenses, trademarks,
copyrights, and the like required in the performance of the services contracted for herein, and
same shall belong solely to City at the expiration of the term of this Agreement.
1.18 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents that Consultant, its officers, employees, agents,
consultants and subcontractors will have no financial interest, direct or indirect, in the purchase
or sale of any product, materials or equipment that will be recommended or required hereunder.
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1.19 DESIGNATION OF CITY REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Nancy Yawn, Director
Convention and Visitors Bureau
120 South Brown Street
Round Rock, Texas 78664
Telephone: 512-218-7094
Facsimile: 512-341-3153
Email: nyawn@round-rock.tx.us
1.20 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
(1) When delivered personally to recipient's address as stated herein; or
(2) Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Consultant:
Arsenal Brand, Inc.
701 Brazos, Suite 500
Austin, TX 78701
Notice to City:
City of Round Rock
City Manager
221 East Main Street
Round Rock, TX 78664
AND TO:
City Attorney's Office
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of City and Consultant.
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1.21 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall
be governed by and construed in accordance with the laws and court decisions of Texas.
1.22 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including any appended exhibits, constitute
the entire agreement between the parties and supersede all previous communications,
representations, and agreements, either written or oral, with respect to the subject matter hereof.
No modifications of this Agreement will be binding on any of the parties unless acknowledged in
writing by the duly authorized governing body or representative for each party.
1.23 DISPUTE RESOLUTION
If a dispute arises under this Agreement, the parties agree to first try to resolve the
dispute with the help of a mutually selected mediator. If the parties cannot agree on a mediator,
City shall select one mediator and Consultant shall select one mediator and those two mediators
shall agree upon a third mediator. Any costs and fees, other than attorney fees, associated with
the mediation shall be shared equally by the parties.
City and Consultant hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
1.24 ATTORNEY FEES
In the event that any lawsuit is brought by one party against any of the other parties in
connection with this Agreement, the prevailing party shall be entitled to seek to recover its
reasonable costs and reasonable attorney fees.
1.25 FORCE MAJEURE
Notwithstanding any other provisions of this Agreement to the contrary, no failure, delay
or default in performance of any obligation hereunder shall constitute an event of default or a
breach of this Agreement, only to the extent that such failure to perform, delay or default arises
out of causes beyond control and without the fault or negligence of the party otherwise
chargeable with failure, delay or default; including but not limited to acts of God, acts of public
enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters
or other casualties, strikes or other labor troubles, which in any way restrict the performance
under this Agreement by the parties.
Consultant shall not be deemed to be in default of its obligations to City if its failure to
perform or its substantial delay in performance is due to City's failure to timely provide
requested information, data, documentation, or other material necessary for Consultant to
perform its obligations hereunder.
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1.26 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion of provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion of
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this Article shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
1.27 STANDARD OF CARE
Consultant represents that it is specially trained, experienced and competent to perform
all of the services, responsibilities and duties specified herein and that such services,
responsibilities and duties shall be performed, whether by Consultant or designated
subconsultants, in a manner according to generally accepted business attraction practices.
1.28 GENERAL AND MISCELLANEOUS
The section numbers and headings contained herein are provided for convenience only
and shall have no substantive effect on construction of this Agreement.
The failure of a party to exercise any right hereunder shall not operate as a waiver of said
party's right to exercise such right or any other right in the future.
Time is of the essence to this Agreement. Consultant understands and agrees that any
failure of Consultant to complete the services due under this Agreement within the agreed term
as delineated in Section 1.01 herein will constitute a material breach of this Agreement.
City agrees to provide Consultant with one (1) fully executed original of this Agreement
document.
This Agreement may be executed in multiple counterparts, which taken together shall be
considered as one original.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
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CITY OF ROUND ROCK, TEXAS
By:
Alan McGraw, Mayor
Date Signed:
ATTEST:
By:
Sara L. White, City Secretary
FOR CITY, APPROVED AS TO FORM:
By:
Stephan L. Sheets, City Attorney
ARSENAL BRAND, INC.
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Overall
Arsenal is excited once again to offer its strategic and creative firepower to The Sports Capital of Texas.
As a full-service advertising agency, our professional services starting December 1, 2008 through
September 30, 2009 will focus on three key areas of communications support.
These areas of support include:
• Overall, proactive strategic planning and development
• Creative development, execution and production of campaign materials
• Media planning and placement as needed
Strategic Development
The team at Arsenal has developed a marketing plan that establishes business goals and objectives for
the 2008/2009 time period. This plan will reach the most ideal target market and have components
that will allow us to receive feedback and measure results.
Creative Execution
Based on knowledge gained from working on this account over the past two years, this document
outlines our recommended approach to developing a comprehensive marketing program that most
cost-effectively helps the City of Round Rock achieve its short-term and long-term goals. The plan
includes the following three key components:
Broadcast Promotions
Interactive Marketing
Print Advertising
By way of illustration, the above Scope of Services deliverables will conform to the following general
form and substance parameters shown on Exhibit "A-1."
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EXHIBIT
EXHIBIT "A-1"
The following is a delineation of Scope of Services deliverables for the preceding fiscal year
ending September 30, 2008:
The season is nearly complete, but the game is far from over. Let's take a look at the play-by-play over the past ten
months to prepare for future wins. First on the plate is an in-depth analysis of the previous media strategy and the
big scores. This MVP (short for Most Valuable Plan) delivers a variety of measurements to evaluate player
performance.
Media Plan and Details
See Texas First Spring (April 2008)
See Texas First Fall (September 2008)
Game Plan:
This media buy reaches future visitors to Round Rock who have disposable income to spend in hotels, shops,
restaurants and attractions. These are people who are looking to travel and are influenced by the print advertisement
and Rule Book.
Offensive Blitz:
See Texas First Spring delivers 3,637,500 readers within the markets of Abilene, Austin, Bryan -College Station,
Dallas, El Paso, Fort Worth, Houston, Killeen, Lubbock, Lufkin, Midland, Nacogdoches, Oklahoma, San Angelo,
San Antonio, Tyler, and Waco.
See Texas First Fall delivers 2,910,000 readers within the markets of Abilene, Austin, Bryan -College Station,
Dallas, Fort Worth, Houston, Killeen, Midland, Odessa, Oklahoma, Rio Grande Valley (Brownsville, McAllen and
Harlingen), San Antonio, Waco and Wichita.
In addition to the print campaign, Round Rock CVB is also featured on the highly -viewed www.vacationfun.com
web site that has over 1.7 unique visitors per year. On this website, the online user can download the Round Rock
brochure and there is a link that takes the user directly to the www.SportsCapitalofTexas.com website.
Player Statistics:
We received 7,444 leads from the See Texas First Spring edition and are currently receiving leads from the See
Texas First Fall edition. The leads come from readers seeing the ad in print as well as seeing it online. In addition,
we received a bonus circulation for both the spring and fall editions due to the state of Texas paying for the insertion
costs for extra exposure in the markets of Albuquerque, NM, Lafayette, LA, Little Rock, AR, Northwest Arkansas,
Shreveport, LA and Tulsa, OK.
Austin and the Hill Country (May 2008)
Game Plan:
This media buy reaches future travelers to Austin and surrounding areas that travel frequently and spend
aggressively.
Offensive Blitz:
Austin and the Hill Country delivers 1,320,000 readers within the markets of Dallas, Fort Worth, Houston,
Memphis, TN and Oklahoma City, OK.
Player Statistics:
We received 3,445 leads from this tactic. The leads come from readers seeing it in print as well as online. Also,
since See Texas First Spring and Austin and the Hill Country were released at similar time periods, we receive
double frequency in some of the markets.
Austin Official Visitors Guide (Summer/Fall and Winter/Spring)
Game Plan:
This media buy reaches future visitors to Austin and surrounding areas with disposable income.
Offensive Blitz:
Austin Official Visitors Guide delivers 100,000 readers per edition for a total of 200,000 readers per year. These
guides are directly mailed to households requesting the guide via the Austin CVB's 800# and internet requests.
They are also distributed in Austin at hotel concierge desks, the Capitol Visitor Center and 12 Texas information
centers and airports.
Player Statistics:
This media buy helped us to increase awareness of Round Rock to over 200,000 visitors as well as gain exposure in
the Austin market and help continue strengthening the partnership between the two cities.
Sports Events Insert (May 2008)
Sports Events Double Page Spread (December 2008)
Game Plan:
This media buy reaches planners of sports events and competitions that travel from market to market across the U.S
and are responsible for site selection.
Offensive Blitz:
Sports Events delivers nationally more than 16,000 readers who are sports events planners. These readers select the
sites for more than 41,000 market -to -market sports events annually, generating an estimated $5.4 billion in direct
spending each year.
Player Statistics:
Awareness of the Sports Capital of Texas was increased amongst 16,000+ decision makers. In addition to the ad, we
received two full pages of advertorial that highlighted Round Rock as one of the small markets that was big on
sports. This free advertorial is worth an estimated $8,000 in marketing spending. Negotiated a double page spread
in December for the price of one ad and two full pages of advertorial worth and estimated $8,000 in marketing
spending.
Sports Travel Insert (October/November 2008)
Game Plan:
This media buy reaches decision makers and key influencers in general sports and alternative "niche" sports. These
are people who are responsible for site selection for sporting events and travel planning for sports -related groups.
Offensive Blitz:
Sports Travel magazine delivers more than 16,000 readers who are sports industry decision makers. Each reader
plans an average of 24 events or trips per year involving overnight stays, arranges travel for groups that average 40
persons on each trip, plans trips with an average of 2.83 nights, and books an average of 1,261 hotel room nights
annually.
Player Statistics:
This media buy helped us to increase awareness of the Sports Capital of Texas to over 16,000 decision makers as
well as gain exposure at the TEAMS 2008 USSA Annual Conference by the attendees receiving a copy of the issue.
In addition to the ad, we received advertorial in the December issue that highlights sports offerings in the Southwest.
This free advertorial is worth an estimated $3,000 in marketing spending.
Sports Destination Management (July/August 2008 and September/October 2008)
Game Plan:
This media buy reaches decision makers in a multitude of disciplines, ranging from the NCAA & USOC to the
American Youth Soccer Organizations who have the ability to bring their event and significant spending levels to
Round Rock.
Offensive Blitz:
Sports Destination Management delivers more than 18,000 sports event producers and stresses the importance of the
event -destination relationship. The July/August issue was the first issue of this new, highly -targeted magazine.
Player Statistics:
This media buy helped us to increase awareness of the Sports Capital of Texas to over 18,000 decision makers. We
also received bonus advertorial space in the September/October issue, which highlighted sports destinations in the
Southwest. This free advertorial is worth an estimated $3,500 in marketing spending. Also, Round Rock was able to
have the largest ad presence in the magazine due to negotiating a three-page gatefold in each issue for the same price
as one full page. The gatefold was strategically placed far forward and opened from the inside cover.
Winning Sports Meetings and Destinations (November 2008)
Game Plan:
This media buy reaches all facets of the sports event -meeting and travel industry decision makers.
Offensive Blitz:
Winning Sports Meetings and Destinations delivers more than 45,000 readers including sports event organizers and
rights holders, sports meeting planners, tour operators offering sports related tours and group travel planners
nationwide.
Player Statistics:
This media buy helped us to increase awareness of the Sports Capital of Texas to over 45,000 decision makers as
well as gain exposure in the sports event -meeting and travel industries.
In addition to the objectives for all four of the above sports publications, we wanted to:
• Increase the number of sports related activities and events to Round Rock.
• Assist the Parks and Recreation Department in their outreach and marketing to ensure that the maximum
number of sporting events are brought to the area and to continue bringing in these events as well as
expanding the existing events.
• Strengthen the Sports Capital of Texas image as the ultimate host city and premier destination for sporting
events, particularly with youth, amateur, and recreational sporting events.
The Sports Capital of Texas Website
Game Plan:
Strategically and creatively, we have a unique online destination that is providing great results in traffic and want to
continue that momentum. We have consistently made revisions and enhancements to improve the user experience
and help to increase traffic. The user experience is our guide to making changes to the site.
Offensive Blitz:
This year, we have continued with the website that was built last year, however we have added links of interest, a
photo management tool, and are continually making user -relevant updates. Currently, our website is leads the line-
up of keeping our target involved, with up-to-date and exhaustive information.
Player Statistics:
From December 1, 2007 to September 26, 2008, we have received 52,745 visitors with a total of 193,014 page
views. Visitors are predominantly from the United States, but we have also seen significant traffic from Canada,
United Kingdom and Mexico.
Utility Bill Education Insert, Eco -Friendly bags and Main Street Banners
Game Plan:
It is important that the citizens of Round Rock know how the Convention and Visitor's Bureau improves their
quality of life because they play an important role in the building of the Sports Capital of Texas brand. While the
CVB is focused on telling our story to those across the state who will bring tournaments and meetings to our city,
we need to encourage the community to develop ways to support the brand within Round Rock.
Offensive Blitz:
Interesting facts, including financial and facility benefits were conveyed along two avenues. This includes the
Earth -friendly bags that were passed out at the June Round Rock Express game and the educational flyer that was
inserted in the city utility bills. In the bags, an interior handout was included that visually and verbally captured the
benefits of the Round Rock CVB. Also, to remind the community that they live in the Sports Capital of Texas,
bright colorful banners were designed and displayed up and down Main Street.
Player Statistics:
3,000 Earth -friendly bags were given out at the Round Rock Express game and 33,500 people in Round Rock
received an educational flyer in their utility bill. Banners were strategically placed for all citizens to see driving
down Main Street. These three efforts followed last year's humorous `Be A Fan" commercials and helped continue
rallying the citizens of Round Rock.
Miscellaneous
CVB Hot Rates, Photo Manager, Logo Standards, Scrolling Banner for trade show, Rule Book edits and Souvenir
Guide edits
In addition to the above home runs that we have made this year, we have also won several awards for our work. The
awards include:
TAMI Awards- First and Second Place for Community Cable PSA's
TACVB Awards/People's Choice- First Place for Sports Marketing, Advertising, and Video
TACVB Awards/Judge's Choice- First Place for Sports Marketing, Advertising and Video
DATE: October 1, 2008
SUBJECT: City Council Meeting — October 9, 2008
ITEM: 8E1. Consider a resolution authorizing the Mayor to execute an agreement
with Arsenal Brand for marketing services.
Department:
Staff Person:
Justification:
Convention and Visitors Bureau
Nancy Yawn, Director
The Convention and Visitors Bureau is the principal organization organized as the marketing
and sales arm of the City with the responsibility to increase occupancies of local lodging
facilities, and to increase tourism spending in Round Rock.
Funding:
Cost: $127,500.00
Source of funds: Hotel Occupancy Tax
Outside Resources: N/A
Background Information:
Arsenal Brand, L.P. was the marketing/PR firm for the last three years. This year the staff
recommends utilizing the services of the same firm.
Public Comment: N/A
EXECUTED
DOCUMENT
FOLLOWS
CITY OF ROUND ROCK AGREEMENT
FOR PROFESSIONAL CONSULTING SERVICES
WITH ARSENAL BRAND, INC.
This Agreement shall recite the contractual terms whereby the City of Round Rock
engages Arsenal Brand, Inc. to perform, by way of illustration and not limitation, the following
services:
Development and provision of a package of professional services focusing on
strategic and creative services relating to the City of Round Rock and its brand
"The Sports Capital of Texas" including the following three key areas of
communications support: (i) overall proactive strategic planning and
development; (ii) creative development, execution and production of campaign
materials; and (iii) media planning and placement as directed by City; and the
development of a marketing plan that establishes business goals and objectives
targeted to reach the ideal market, including components that will allow feedback
and the ability to measure results; and creative execution plan that includes the
following three key components: (i) broadcast promotions; (ii) interactive
marketing; and (iii) print advertising.
This Agreement (hereinafter referred to as the "Agreement") is made by and between the
City of Round Rock, a Texas home -rule municipal corporation, whose offices are located at 221
East Main Street, Round Rock, Texas 78664-5299, (hereinafter referred to as the "City") and
Arsenal Brand, Inc., whose offices are located at 701 Brazos, Suite 500, Austin, Texas 78701
(hereinafter referred to as the "Consultant").
RECITALS:
WHEREAS, City has determined that there is a need for the delineated services; and
WHEREAS, City desires to contract for such professional services; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties and obligations hereunder;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
1.01 EFFECTIVE DATE, DURATION, AND TERM
This Agreement shall be effective on the date this Agreement has been signed by each
party hereto, and shall remain in full force and effect unless and until it expires by operation of
the term indicated herein, or is terminated or extended as provided herein.
00124940
--ov-10-off-ft-1
The initial term of this Agreement shall be until full and satisfactory completion of the
work specified herein is achieved, but in no event later than the end of City's current fiscal year,
that being September 30, 2009.
At City's option, this Agreement may be renewed for four additional twelve (12) month
periods from the expiration date of the initial term, only upon the express written agreement of
both parties and only provided Consultant has performed each and every contractual obligation
specified in this Agreement.
City reserves the right to review the Agreement and contractual relationship at any time,
and may elect to terminate same with or without cause or may elect to continue.
1.02 CONTRACT AMOUNT; AND SCOPE OF WORK DELINEATION
In consideration for the professional services to be performed by Consultant, City agrees
to pay Consultant a total sum not to exceed One Hundred Twenty-seven Thousand Five Hundred
and No/100 Dollars ($127,500.00) in payment for services and the Scope of Work deliverables
as delineated hereafter:
For purposes of this Agreement Consultant has issued its Scope of Work. Such Scope of
Work is attached as Exhibit "A" and incorporated herein for all purposes. This Agreement,
including all exhibits, shall evidence the entire understanding and agreement between the parties
and shall supersede any prior proposals, correspondence or discussions.
Consultant shall satisfactorily provide all services described under the attached Scope of
Work within the contract term specified in Section 1.01. Consultant's undertakings shall be
limited to performing services for City and/or advising City concerning those matters on which
Consultant has been specifically engaged. Consultant shall perform its services in accordance
with this Agreement, in accordance with any appended exhibits, in accordance with due care,
and in accordance with prevailing consulting industry standards for comparable services.
1.03 PAYMENT FOR SERVICES; SUPPLEMENTAL AGREEMENTS
Payment for Reimbursable Expenses: There shall be no payment for reimbursable
expenses in this Agreement.
Not -to -Exceed Total: Unless subsequently changed by additional Supplemental
Agreement to this Agreement, duly authorized by City Council or City Manager action,
Consultant's total compensation hereunder shall not exceed $127,500.00. This amount
represents the absolute limit of City's liability to Consultant hereunder unless same shall be
changed by additional Supplemental Agreement, and City shall pay, strictly within the confines
of the not -to -exceed sum recited herein, Consultant's professional fees for work done on behalf
of City.
Deductions: No deductions shall be made for Consultant's compensation on account of
penalty, liquidated damages or other sums withheld from payments to Consultant.
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Additions: No additions shall be made to Consultant's compensation based upon Project
claims, whether paid by City or denied.
Supplemental Agreements: The terms of this Agreement may be modified by written
Supplemental Agreement hereto, duly authorized by City Council or City Manager action, if City
determines that there has been a significant change in (1) the scope, complexity, or character of
the services to be performed; or (2) the duration of the work. Any such Supplemental
Agreement must be executed by both parties within the period specified as the term of this
Agreement. Consultant shall not perform any work or incur any additional costs prior to the
execution, by both parties, of such Supplemental Agreement. Consultant shall make no claim for
extra work done or materials furnished unless and until there is full execution of any
Supplemental Agreement, and City shall not be responsible for actions by Consultant nor for any
costs incurred by Consultant relating to additional work not directly authorized by Supplemental
Agreement.
1.04 TERMS OF PAYMENT
Invoices: To receive payment, Consultant shall prepare and submit a series of monthly
detailed invoices to City for services rendered. Each invoice for professional services shall detail
the services performed, along with documentation. All payments to Consultant shall be made on
the basis of the invoices submitted by Consultant and approved by City.
Should additional backup material be requested by City, Consultant shall comply
promptly. In this regard, should City determine it necessary, Consultant shall make all records
and books relating to this Agreement available to City for inspection and auditing purposes.
If City has any dispute with work performed, then City shall notify Consultant within
thirty (30) days after receipt of invoice. In the event of any dispute regarding the work
performed, then and in that event Consultant shall either (a) satisfactorily re -perform the disputed
services or (b) provide City with an appropriate credit.
Payment of Invoices: City reserves the right to correct any error that may be discovered
in any invoice that may have been paid to Consultant and to adjust same to meet the
requirements of this Agreement. Following approval of invoices, City shall endeavor to pay
Consultant promptly, but no later than the time period required under the Texas Prompt Payment
Act described in Section 1.08 herein. Under no circumstances shall Consultant be entitled to
receive interest on payments which are late because of a good faith dispute between Consultant
and City or because of amounts which City has a right to withhold under this Agreement or state
law. City shall be responsible for any sales, gross receipts or similar taxes applicable to the
services, but not for taxes based upon Consultant's net income.
Offsets: City may, at its option, offset any amounts due and payable under this
Agreement against any debt (including taxes) lawfully due to City from Consultant, regardless of
whether the amount due arises pursuant to the terms of this Agreement or otherwise and
regardless of whether or not the debt due to City has been reduced to judgment by a court.
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1.05 REQUIRED REPORTS
Consultant agrees to provide City with any necessary detailed final written reports,
together with all information gathered and materials developed during the course of the project.
Additionally, Consultant agrees to provide City with any necessary oral presentations of such
detailed final written reports, at City's designation and at no additional cost to City.
1.06 LIMITATION TO SCOPE OF WORK
Consultant and City agree that the scope of services to be performed is generally
enumerated in Exhibit "A." Notwithstanding anything herein to the contrary, the parties agree
that City retains absolute discretion and authority for all funding decisions, such decisions to be
based solely on criteria accepted by City which may be influenced by but not be dependent on
Consultant's work.
1.07 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may effect such termination by
giving Consultant a written notice of termination at the end of its then current fiscal year.
1.08 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to be
made by City to Consultant will be made within thirty (30) days of the date City receives goods
under this Agreement, the date the performance of the services under this Agreement are
completed or the date City receives a correct invoice for the goods or services, whichever is later.
Consultant may charge interest on an overdue payment at the "rate in effect" on September 1 of
the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to
payments made by City in the event:
(1) There is a bona fide dispute between City and Consultant, a contractor,
subcontractor, or supplier about the goods delivered or the service performed that
causes the payment to be late; or
(2) There is a bona fide dispute between Consultant and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed
that causes the payment to be late;
The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
(4) The invoice is not mailed to City in strict accordance with any instruction on the
purchase order relating to the payment.
(3)
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1.09 TERMINATION
This Agreement may be terminated for any of the following conditions:
(1) By City for reasons of its own, with or without cause, and not subject to the
mutual consent of any other party, such written termination notice to be given to
the other party not less than thirty (30) days prior to termination.
(2) By mutual agreement and consent of the parties, such agreement to be in writing.
(3) By either party for failure by the other party to perform the services set forth
herein in a satisfactory manner, such termination notice to be given in writing to
the other party.
(4) By either party for failure by the other party to fulfill its obligations herein.
(5) By satisfactory completion of all services and obligations described herein.
Should City terminate this Agreement as herein provided, no fees other than fees due and
payable at the time of termination shall thereafter by paid to Consultant. City shall pay
Consultant for all uncontested services performed to date of notice of termination.
If either party defaults in performance of this Agreement or if City terminates this
Agreement for default on the part of the other party, then City shall give consideration to the
actual costs incurred by Consultant in performing the work to the date of default. The cost of the
work that is useable to City, the cost to City of employing another firm to complete the useable
work, and other factors will affect the value to City of the work performed at the time of default.
The termination of this Agreement and payment of an amount in settlement as set forth
above shall extinguish all rights, duties, and obligations of City and the terminated party to fulfill
contractual obligations. Termination under this section shall not relieve the terminated party of
any obligations or liabilities which occurred prior to cancellation.
1.10 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, and is not City's employee. Consultant's
employees or subcontractors are not City's employees. This Agreement does not create a
partnership, employer-employee, or joint venture relationship. No party has authority to enter
into contracts as agent for the other party. Consultant and City agree to the following rights
consistent with an independent contractor relationship:
(1) Consultant has the right to perform services for others during the term hereof.
(2) Consultant has the sole right to control and direct the means, manner and method
by which services required by this Agreement will be performed.
Consultant has the right to hire assistants as subcontractors, or to use employees
to provide the services required by this Agreement.
(3)
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(4) Consultant or its employees or subcontractors shall perform services required
hereunder, and City shall not hire, supervise, or pay assistants to help Consultant.
Neither Consultant nor its employees or subcontractors shall receive training from
City in skills necessary to perform services required by this Agreement.
(6) City shall not require Consultant or its employees or subcontractors to devote full
time to performing the services required by this Agreement.
Neither Consultant nor its employees or subcontractors are eligible to participate
in any employee pension, health, vacation pay, sick pay, or other fringe benefit
plan of City.
(5)
(7)
1.11 NON -SOLICITATION
All parties hereto agree that they shall not directly or indirectly solicit for employment,
employ, or otherwise retain staff of the other during the term of this Agreement.
1.12 CONFIDENTIALITY; AND MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by City for use by Consultant in
connection with services to be performed under this Agreement, and any and all data and
information gathered by Consultant, shall be held in confidence by Consultant as set forth
hereunder. All parties agree to hold all confidential information in the strictest confidence and
not make any use thereof other than for the performance of this Agreement. Notwithstanding the
foregoing, the parties recognize and understand that City is subject to the Texas Public
Information Act and its duties run in accordance therewith.
Any and all materials created and developed by Consultant in connection with services
performed under this Agreement, including all trademark and copyright rights, shall be the sole
property of City at the expiration of this Agreement.
1.13 WARRANTIES
Consultant warrants that all services performed hereunder shall be performed consistent
with generally prevailing professional or industry standards, and shall be performed in a
professional and workmanlike manner. Consultant shall re -perform any work not in compliance
with this warranty.
1.14 INDEMNIFICATION
Consultant agrees to hold harmless, exempt, and indemnify City, its officers, agents,
directors, servants, representatives and employees, from and against any and all suits, actions,
legal proceedings, demands, costs, expenses, losses, damages, fines, penalties, liabilities and
claims of any character, type, or description, including but not limited to any and all expenses of
litigation, court costs, attorneys fees and all other costs and fees incident to any work done as a
result hereof.
6
City agrees to hold harmless, exempt, and indemnify Consultant, its officers, agents,
directors, servants, representatives and employees, from and against any and all suits, actions,
legal proceedings, demands, costs, expenses, losses, damages, fines, penalties, liabilities and
claims of any character, type, or description, including but not limited to any and all expenses of
litigation, court costs, attorneys fees and all other costs and fees incident to any work done as a
result hereof.
In no event shall either party be liable to the other for special or consequential damages,
statutory or otherwise.
1.15 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party may
assign any rights or delegate any duties hereunder without the other's prior written approval.
1.16 LOCAL, STATE AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing services under this Agreement. City will not do the following:
(1) Withhold FICA from Consultant's payments or make FICA payments on its
behalf;
(2) Make state and/or federal unemployment compensation contributions on
Consultant's behalf; or
(3)
Withhold state or federal income tax from any of Consultant's payments.
If requested, City shall provide Consultant with a certificate from the Texas State
Comptroller indicating that City is a non-profit corporation and not subject to State of Texas
Sales and Use Tax.
1.17 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Consultant, its consultants, agents, employees and subcontractors shall comply with all
applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as
amended, and all applicable rules and regulations promulgated by local, state and national
boards, bureaus and agencies. Consultant shall further obtain all permits, licenses, trademarks,
copyrights, and the like required in the performance of the services contracted for herein, and
same shall belong solely to City at the expiration of the term of this Agreement.
1.18 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents that Consultant, its officers, employees, agents,
consultants and subcontractors will have no financial interest, direct or indirect, in the purchase
or sale of any product, materials or equipment that will be recommended or required hereunder.
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1.19 DESIGNATION OF CITY REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Nancy Yawn, Director
Convention and Visitors Bureau
120 South Brown Street
Round Rock, Texas 78664
Telephone: 512-218-7094
Facsimile: 512-341-3153
Email: nyawn@round-rock.tx.us
1.20 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
(1) When delivered personally to recipient's address as stated herein; or
(2) Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Consultant:
Arsenal Brand, Inc.
701 Brazos, Suite 500
Austin, TX 78701
Notice to City:
City of Round Rock
City Manager
221 East Main Street
Round Rock, TX 78664
AND TO:
City Attorney's Office
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of City and Consultant.
8
1.21 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall
be governed by and construed in accordance with the laws and court decisions of Texas.
1.22 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including any appended exhibits, constitute
the entire agreement between the parties and supersede all previous communications,
representations, and agreements, either written or oral, with respect to the subject matter hereof.
No modifications of this Agreement will be binding on any of the parties unless acknowledged in
writing by the duly authorized governing body or representative for each party.
1.23 DISPUTE RESOLUTION
If a dispute arises under this Agreement, the parties agree to first try to resolve the
dispute with the help of a mutually selected mediator. If the parties cannot agree on a mediator,
City shall select one mediator and Consultant shall select one mediator and those two mediators
shall agree upon a third mediator. Any costs and fees, other than attorney fees, associated with
the mediation shall be shared equally by the parties.
City and Consultant hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
1.24 ATTORNEY FEES
In the event that any lawsuit is brought by one party against any of the other parties in
connection with this Agreement, the prevailing party shall be entitled to seek to recover its
reasonable costs and reasonable attorney fees.
1.25 FORCE MAJEURE
Notwithstanding any other provisions of this Agreement to the contrary, no failure, delay
or default in performance of any obligation hereunder shall constitute an event of default or a
breach of this Agreement, only to the extent that such failure to perform, delay or default arises
out of causes beyond control and without the fault or negligence of the party otherwise
chargeable with failure, delay or default; including but not limited to acts of God, acts of public
enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters
or other casualties, strikes or other labor troubles, which in any way restrict the performance
under this Agreement by the parties.
Consultant shall not be deemed to be in default of its obligations to City if its failure to
perform or its substantial delay in performance is due to City's failure to timely provide
requested information, data, documentation, or other material necessary for Consultant to
perform its obligations hereunder.
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1.26 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion of provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion of
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this Article shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
1.27 STANDARD OF CARE
Consultant represents that it is specially trained, experienced and competent to perform
all of the services, responsibilities and duties specified herein and that such services,
responsibilities and duties shall be performed, whether by Consultant or designated
subconsultants, in a manner according to generally accepted business attraction practices.
1.28 GENERAL AND MISCELLANEOUS
The section numbers and headings contained herein are provided for convenience only
and shall have no substantive effect on construction of this Agreement.
The failure of a party to exercise any right hereunder shall not operate as a waiver of said
party's right to exercise such right or any other right in the future.
Time is of the essence to this Agreement. Consultant understands and agrees that any
failure of Consultant to complete the services due under this Agreement within the agreed term
as delineated in Section 1.01 herein will constitute a material breach of this Agreement.
City agrees to provide Consultant with one (1) fully executed original of this Agreement
document.
This Agreement may be executed in multiple counterparts, which taken together shall be
considered as one original.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
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CITY OF ROUND ROCK, TEXAS
By:
Alan McGraw, Mayor
Date Signed: (0- 9 -(i w
ATTEST:
By:
Sara L. White, City Secretary
FOR CITY, • 'PROVED A. TO FORM:
By:
Step ,'n L. Sheets, City Attorney
ARSENAL BRAND, INC.
By: flAt
PrintedName:p- YYt a.r� a yam; 4-fi
Title: P
Date Signed: f g(/c5
11
Overall
Arsenal is excited once again to offer its strategic and creative firepower to The Sports Capital of Texas.
As a full-service advertising agency, our professional services starting December 1, 2008 through
September 30, 2009 will focus on three key areas of communications support.
These areas of support include:
• Overall, proactive strategic planning and development
• Creative development, execution and production of campaign materials
• Media planning and placement as needed
Strategic Development
The team at Arsenal has developed a marketing plan that establishes business goals and objectives for
the 2008/2009 time period. This plan will reach the most ideal target market and have components
that will allow us to receive feedback and measure results.
Creative Execution
Based on knowledge gained from working on this account over the past two years, this document
outlines our recommended approach to developing a comprehensive marketing program that most
cost-effectively helps the City of Round Rock achieve its short-term and long-term goals. The plan
includes the following three key components:
Broadcast Promotions
Interactive Marketing
Print Advertising
By way of illustration, the above Scope of Services deliverables will conform to the following general
form and substance parameters shown on Exhibit "A-1."
EXHIBIT
1
a „An
EXHIBIT "A-1"
The following is a delineation of Scope of Services deliverables for the preceding fiscal year
ending September 30, 2008:
The season is nearly complete, but the game is far from over. Let's take a look at the play-by-play over the past ten
months to prepare for future wins. First on the plate is an in-depth analysis of the previous media strategy and the
big scores. This MVP (short for Most Valuable Plan) delivers a variety of measurements to evaluate player
performance.
Media Plan and Details
See Texas First Spring (April 2008)
See Texas First Fall (September 2008)
Game Plan:
This media buy reaches future visitors to Round Rock who have disposable income to spend in hotels, shops,
restaurants and attractions. These are people who are looking to travel and are influenced by the print advertisement
and Rule Book.
Offensive Blitz:
See Texas First Spring delivers 3,637,500 readers within the markets of Abilene, Austin, Bryan -College Station,
Dallas, El Paso, Fort Worth, Houston, Killeen, Lubbock, Lufkin, Midland, Nacogdoches, Oklahoma, San Angelo,
San Antonio, Tyler, and Waco.
See Texas First Fall delivers 2,910,000 readers within the markets of Abilene, Austin, Bryan -College Station,
Dallas, Fort Worth, Houston, Killeen, Midland, Odessa, Oklahoma, Rio Grande Valley (Brownsville, McAllen and
Harlingen), San Antonio, Waco and Wichita.
In addition to the print campaign, Round Rock CVB is also featured on the highly -viewed www.vacationfun.com
web site that has over 1.7 unique visitors per year. On this website, the online user can download the Round Rock
brochure and there is a link that takes the user directly to the www.SportsCapitalofTexas.com website.
Player Statistics:
We received 7,444 leads from the See Texas First Spring edition and are currently receiving leads from the See
Texas First Fall edition. The leads come from readers seeing the ad in print as well as seeing it online. In addition,
we received a bonus circulation for both the spring and fall editions due to the state of Texas paying for the insertion
costs for extra exposure in the markets of Albuquerque, NM, Lafayette, LA, Little Rock, AR, Northwest Arkansas,
Shreveport, LA and Tulsa, OK.
Austin and the Hill Country (May 2008)
Game Plan:
This media buy reaches future travelers to Austin and surrounding areas that travel frequently and spend
aggressively.
Offensive Blitz:
Austin and the Hill Country delivers 1,320,000 readers within the markets of Dallas, Fort Worth, Houston,
Memphis, TN and Oklahoma City, OK.
Player Statistics:
We received 3,445 leads from this tactic. The leads come from readers seeing it in print as well as online. Also,
since See Texas First Spring and Austin and the Hill Country were released at similar time periods, we receive
double frequency in some of the markets.
Austin Official Visitors Guide (Summer/Fall and Winter/Spring)
Game Plan:
This media buy reaches future visitors to Austin and surrounding areas with disposable income.
Offensive Blitz:
Austin Official Visitors Guide delivers 100,000 readers per edition for a total of 200,000 readers per year. These
guides are directly mailed to households requesting the guide via the Austin CVB's 800# and internet requests.
They are also distributed in Austin at hotel concierge desks, the Capitol Visitor Center and 12 Texas information
centers and airports.
Player Statistics:
This media buy helped us to increase awareness of Round Rock to over 200,000 visitors as well as gain exposure in
the Austin market and help continue strengthening the partnership between the two cities.
Sports Events Insert (May 2008)
Sports Events Double Page Spread (December 2008)
Game Plan:
This media buy reaches planners of sports events and competitions that travel from market to market across the U.S
and are responsible for site selection.
Offensive Blitz:
Sports Events delivers nationally more than 16,000 readers who are sports events planners. These readers select the
sites for more than 41,000 market -to -market sports events annually, generating an estimated $5.4 billion in direct
spending each year.
Player Statistics:
Awareness of the Sports Capital of Texas was increased amongst 16,000+ decision makers. In addition to the ad, we
received two full pages of advertorial that highlighted Round Rock as one of the small markets that was big on
sports. This free advertorial is worth an estimated $8,000 in marketing spending. Negotiated a double page spread
in December for the price of one ad and two full pages of advertorial worth and estimated $8,000 in marketing
spending.
Sports Travel Insert (October/November 2008)
Game Plan:
This media buy reaches decision makers and key influencers in general sports and alternative "niche" sports. These
are people who are responsible for site selection for sporting events and travel planning for sports -related groups.
Offensive Blitz:
Sports Travel magazine delivers more than 16,000 readers who are sports industry decision makers. Each reader
plans an average of 24 events or trips per year involving overnight stays, arranges travel for groups that average 40
persons on each trip, plans trips with an average of 2.83 nights, and books an average of 1,261 hotel room nights
annually.
Player Statistics:
This media buy helped us to increase awareness of the Sports Capital of Texas to over 16,000 decision makers as
well as gain exposure at the TEAMS 2008 USSA Annual Conference by the attendees receiving a copy of the issue.
In addition to the ad, we received advertorial in the December issue that highlights sports offerings in the Southwest.
This free advertorial is worth an estimated $3,000 in marketing spending.
Sports Destination Management (July/August 2008 and September/October 2008)
Game Plan:
This media buy reaches decision makers in a multitude of disciplines, ranging from the NCAA & USOC to the
American Youth Soccer Organizations who have the ability to bring their event and significant spending levels to
Round Rock.
Offensive Blitz:
Sports Destination Management delivers more than 18,000 sports event producers and stresses the importance of the
event -destination relationship. The July/August issue was the first issue of this new, highly -targeted magazine.
Player Statistics:
This media buy helped us to increase awareness of the Sports Capital of Texas to over 18,000 decision makers. We
also received bonus advertorial space in the September/October issue, which highlighted sports destinations in the
Southwest. This free advertorial is worth an estimated $3,500 in marketing spending. Also, Round Rock was able to
have the largest ad presence in the magazine due to negotiating a three-page gatefold in each issue for the same price
as one full page. The gatefold was strategically placed far forward and opened from the inside cover.
Winning Sports Meetings and Destinations (November 2008)
Game Plan:
This media buy reaches all facets of the sports event -meeting and travel industry decision makers.
Offensive Blitz:
Winning Sports Meetings and Destinations delivers more than 45,000 readers including sports event organizers and
rights holders, sports meeting planners, tour operators offering sports related tours and group travel planners
nationwide.
Player Statistics:
This media buy helped us to increase awareness of the Sports Capital of Texas to over 45,000 decision makers as
well as gain exposure in the sports event -meeting and travel industries.
In addition to the objectives for all four of the above sports publications, we wanted to:
• Increase the number of sports related activities and events to Round Rock.
• Assist the Parks and Recreation Department in their outreach and marketing to ensure that the maximum
number of sporting events are brought to the area and to continue bringing in these events as well as
expanding the existing events.
• Strengthen the Sports Capital of Texas image as the ultimate host city and premier destination for sporting
events, particularly with youth, amateur, and recreational sporting events.
The Sports Capital of Texas Website
Game Plan:
Strategically and creatively, we have a unique online destination that is providing great results in traffic and want to
continue that momentum. We have consistently made revisions and enhancements to improve the user experience
and help to increase traffic. The user experience is our guide to making changes to the site.
Offensive Blitz:
This year, we have continued with the website that was built last year, however we have added links of interest, a
photo management tool, and are continually making user -relevant updates. Currently, our website is leads the line-
up of keeping our target involved, with up-to-date and exhaustive information.
Player Statistics:
From December 1, 2007 to September 26, 2008, we have received 52,745 visitors with a total of 193,014 page
views. Visitors are predominantly from the United States, but we have also seen significant traffic from Canada,
United Kingdom and Mexico.
Utility Bill Education Insert, Eco -Friendly bags and Main Street Banners
Game Plan:
It is important that the citizens of Round Rock know how the Convention and Visitor's Bureau improves their
quality of life because they play an important role in the building of the Sports Capital of Texas brand. While the
CVB is focused on telling our story to those across the state who will bring tournaments and meetings to our city,
we need to encourage the community to develop ways to support the brand within Round Rock.
Offensive Blitz:
Interesting facts, including financial and facility benefits were conveyed along two avenues. This includes the
Earth -friendly bags that were passed out at the June Round Rock Express game and the educational flyer that was
inserted in the city utility bills. In the bags, an interior handout was included that visually and verbally captured the
benefits of the Round Rock CVB. Also, to remind the community that they live in the Sports Capital of Texas,
bright colorful banners were designed and displayed up and down Main Street.
Player Statistics:
3,000 Earth -friendly bags were given out at the Round Rock Express game and 33,500 people in Round Rock
received an educational flyer in their utility bill. Banners were strategically placed for all citizens to see driving
down Main Street. These three efforts followed last year's humorous "Be A Fan" commercials and helped continue
rallying the citizens of Round Rock.
Miscellaneous
CVB Hot Rates, Photo Manager, Logo Standards, Scrolling Banner for trade show, Rule Book edits and Souvenir
Guide edits
In addition to the above home runs that we have made this year, we have also won several awards for our work. The
awards include:
TAMI Awards- First and Second Place for Community Cable PSA's
TACVB Awards/People's Choice- First Place for Sports Marketing, Advertising, and Video
TACVB Awards/Judge's Choice- First Place for Sports Marketing, Advertising and Video