HomeMy WebLinkAboutC2024-048 - 3/19/2024 - Approved
SERVICE AGREEMENT NO. 5447
Digital Marketing Campaign for CCIA
THIS Digital Marketing Campaign Agreement ("Agreement") is entered into by and
between the City of Corpus Christi, a Texas home-rule municipal corporation (“City”)
and PAVLOV Advertising, LLC (“Contractor"), effective upon execution by the City
Manager or the City Manager’s designee (“City Manager”).
WHEREAS, Contractor has bid to provide Digital Marketing Campaign in response
to Request for Bid/Proposal No. 5447 (“RFB/RFP”), which RFB/RFP includes the required
scope of work and all specifications and which RFB/RFP and the Contractor’s bid or
proposal response, as applicable, are incorporated by reference in this Agreement as
Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety.
NOW, THEREFORE, City and Contractor agree as follows:
1. Scope. Contractor will provide Digital Marketing Campaign (“Services”) in
accordance with the attached Scope of Work, as shown in Attachment A, the
content of which is incorporated by reference into this Agreement as if fully set
out here in its entirety, and in accordance with Exhibit 2.
2. Term.
(A) The Term of this Agreement is one year beginning on the date provided in
the Notice to Proceed from the Contract Administrator or the City’s Procurement
Division. The parties may mutually extend the term of this Agreement for up to
one additional one-year periods (“Option Period(s)”), provided, the parties do so
in writing prior to the expiration of the original term or the then-current Option
Period.
(B) At the end of the Term of this Agreement or the final Option Period, the
Agreement may, at the request of the City prior to expiration of the Term or final
Option Period, continue on a month-to-month basis for up to six months with
compensation set based on the amount listed in Attachment B for the Term or the
final Option Period. The Contractor may opt out of this continuing term by
providing notice to the City at least 30 days prior to the expiration of the Term or
final Option Period. During the month-to-month term, either Party may terminate
the Agreement upon 30 days’ written notice to the other Party.
3. Compensation and Payment. This Agreement is for an amount not to exceed
$150,000.00, subject to approved extensions and changes. Payment will be made
for Services performed and accepted by the City within 30 days of acceptance,
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subject to receipt of an acceptable invoice. All pricing must be in accordance
with the attached Bid/Pricing Schedule, as shown in Attachment B, the content
of which is incorporated by reference into this Agreement as if fully set out here in
its entirety. Any amount not expended during the initial term or any option period
may, at the City’s discretion, be allocated for use in the next Option Period.
Invoices must be mailed to the following address with a copy provided to the
Contract Administrator:
City of Corpus Christi
Attn: Accounts Payable
P.O. Box 9277
Corpus Christi, Texas 78469-9277
4. Contract Administrator. The Contract Administrator designated by the City is
responsible for approval of all phases of performance and operations under this
Agreement, including deductions for non-performance and authorizations for
payment. The City’s Contract Administrator for this Agreement is as follows:
Lacey P. Guzman
Airport Department
Phone: 361-826-1290
Email: laceyg@cctexas.com
5. Insurance; Bonds.
(A) Before performance can begin under this Agreement, the Contractor must
deliver a certificate of insurance (“COI”), as proof of the required insurance
coverages, to the City’s Risk Manager and the Contract Administrator.
Additionally, the COI must state that the City will be given at least 30 days’
advance written notice of cancellation, material change in coverage, or intent
not to renew any of the policies. The City must be named as an additional insured.
The City Attorney must be given copies of all insurance policies within 10 days of
the City Manager's written request. Insurance requirements are as stated in
Attachment C, the content of which is incorporated by reference into this
Agreement as if fully set out here in its entirety.
(B) In the event a payment bond, a performance bond, or both, are required of
the Contractor to be provided to the City under this Agreement before
performance can commence, the terms, conditions, and amounts required in the
bonds and appropriate surety information are as included in the RFB/RFP or as
may be added to Attachment C, and such content is incorporated here in this
Agreement by reference as if each bond’s terms, conditions, and amounts were
fully set out here in its entirety.
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6. Purchase Release Order. For multiple-release purchases of Services to be
provided by the Contractor over a period of time, the City will exercise its right to
specify time, place and quantity of Services to be delivered in the following
manner: any City department or division may send to Contractor a purchase
release order signed by an authorized agent of the department or division. The
purchase release order must refer to this Agreement, and Services will not be
rendered until the Contractor receives the signed purchase release order.
7. Inspection and Acceptance. Any Services that are provided but not accepted by
the City must be corrected or re-worked immediately at no charge to the City. If
immediate correction or re-working at no charge cannot be made by the
Contractor, a replacement service may be procured by the City on the open
market and any costs incurred, including additional costs over the item’s
bid/proposal price, must be paid by the Contractor within 30 days of receipt of
City’s invoice.
8. Warranty.
(A) The Contractor warrants that all products supplied under this Agreement
are new, quality items that are free from defects, fit for their intended purpose,
and of good material and workmanship. The Contractor warrants that it has clear
title to the products and that the products are free of liens or encumbrances.
(B) In addition, the products purchased under this Agreement shall be
warranted by the Contractor or, if indicated in Attachment D by the
manufacturer, for the period stated in Attachment D. Attachment D is attached
to this Agreement and is incorporated by reference into this Agreement as if fully
set out here in its entirety.
(C) Contractor warrants that all Services will be performed in accordance
with the standard of care used by similarly situated contractors performing similar
services.
9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing
Schedule are estimates only and do not obligate the City to order or accept more
than the City’s actual requirements nor do the estimates restrict the City from
ordering less than its actual needs during the term of the Agreement and including
any Option Period. Substitutions and deviations from the City’s product
requirements or specifications are prohibited without the prior written approval of
the Contract Administrator.
10. Non-Appropriation. The continuation of this Agreement after the close of any
th
fiscal year of the City, which fiscal year ends on September 30 annually, is subject
to appropriations and budget approval specifically covering this Agreement as
an expenditure in said budget, and it is within the sole discretion of the City’s City
Council to determine whether or not to fund this Agreement. The City does not
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represent that this budget item will be adopted, as said determination is within the
City Council's sole discretion when adopting each budget.
11. Independent Contractor. Contractor will perform the work required by this
Agreement as an independent contractor and will furnish such Services in its own
manner and method, and under no circumstances or conditions will any agent,
servant or employee of the Contractor be considered an employee of the City.
12. Subcontractors. In performing the Services, Contractor will not enter into
subcontracts or utilize the services of subcontractors.
13. Amendments and Changes. This Agreement may be amended or modified only
by written change order signed by both parties. Change orders may be used to
modify quantities as deemed necessary by the City. Any changes that alter the
method, price, or schedule of work must be allowable, allocable, within the scope
of any federal grant or cooperative agreement, and reasonable for the
completion of the project scope.
14. Waiver. No waiver by either party of any breach of any term or condition of this
Agreement waives any subsequent breach of the same.
15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA
taxes, unemployment taxes and all other related taxes. Upon request, the City
Manager shall be provided proof of payment of these taxes within 15 days of such
request.
16. Notice. Any notice required under this Agreement must be given by fax, hand
delivery, or certified mail, postage prepaid, and is deemed received on the day
faxed or hand-delivered or on the third day after postmark if sent by certified mail.
Notice must be sent as follows:
IF TO CITY:
City of Corpus Christi
Attn: Lacey P. Guzman
Marketing Manager
1000 International Drive, Corpus Christi, TX 78406
Phone: 361-826-1290
Fax: n/a
IF TO CONTRACTOR:
PAVLOV Advertising, LLC
Attn: Katie Betik
Director of Logistics
5049 Edwards Ranch Road, Suite 400, Fort Worth, Tx 76109
Phone: 817-546-8363
Fax: n/a
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17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND
THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND
AGENTS (“INDEMNITEES”) FROM AND AGAINST ANY AND ALL LIABILITY,
LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF
WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF
PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND
OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF
LITIGATION, COURT COSTS, ATTORNEYS’ FEES AND EXPERT WITNESS FEES,
WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION
WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS
AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT
ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS
EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE,
INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT
OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH
COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL
CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF
ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE,
LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION
OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE
THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.
18. Termination.
(A) Termination for Cause. The City may terminate this Agreement for
Contractor’s failure to comply with any of the terms of this Agreement. The City
must give the Contractor written notice of the breach and set out a reasonable
opportunity to cure. If the Contractor has not cured within the cure period, the
City may terminate this Agreement immediately thereafter.
(B) Termination for Convenience. Alternatively, the City may terminate this
Agreement for convenience upon 30 days advance written notice to the
Contractor. The City may also terminate this Agreement upon 24 hours written
notice to the Contractor for failure to pay or provide proof of payment of taxes as
set out in this Agreement. In the event of termination for convenience, the
Contractor will be compensated for all Services performed prior to the date of
termination. The City shall have no further obligations to the Contractor.
19. Effect of Breach. In addition to the remedy of termination, if the Contractor violates
or breaches any provision of the Agreement, the City may pursue any other claims
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or causes of action available under the law. No specific sanctions or penalties
apply to this Agreement except those that are otherwise available under the law.
20. Limitation of Liability. The City’s maximum liability under this Agreement is limited
to the total amount of compensation listed in Section 3 of this Agreement. In no
event shall the City be liable for incidental, consequential or special damages.
21. Assignment. No assignment of this Agreement by the Contractor, or of any right
or interest contained herein, is effective unless the City Manager first gives written
consent to such assignment. The performance of this Agreement by the
Contractor is of the essence of this Agreement, and the City Manager's right to
withhold consent to such assignment is within the sole discretion of the City
Manager on any ground whatsoever.
22. Severability. Each provision of this Agreement is considered to be severable and,
if, for any reason, any provision or part of this Agreement is determined to be
invalid and contrary to applicable law, such invalidity shall not impair the
operation of nor affect those portions of this Agreement that are valid, but this
Agreement shall be construed and enforced in all respects as if the invalid or
unenforceable provision or part had been omitted.
23. Order of Precedence. In the event of any conflicts or inconsistencies between this
Agreement, its attachments, and exhibits, such conflicts and inconsistencies will
be resolved by reference to the documents in the following order of priority:
A. this Agreement (excluding attachments and exhibits);
B. its attachments;
C. the bid solicitation document including any addenda (Exhibit 1); then,
D. the Contractor’s bid response (Exhibit 2).
24. Certificate of Interested Parties. Contractor agrees to comply with Texas
Government Code Section 2252.908, as it may be amended, and to complete
Form 1295 “Certificate of Interested Parties” as part of this Agreement.
25. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws
in the performance of this Agreement. The applicable law for any legal disputes
arising out of this Agreement is the law of the State of Texas, and such form and
venue for such disputes is the appropriate district, county, or justice court in and
for Nueces County, Texas.
26. Public Information Act Requirements. This paragraph applies only to agreements
that have a stated expenditure of at least $1,000,000 or that result in the
expenditure of at least $1,000,000 by the City. The requirements of Subchapter J,
Chapter 552, Government Code, may apply to this contract and the Contractor
agrees that the contract can be terminated if the Contractor knowingly or
intentionally fails to comply with a requirement of that subchapter.
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27. Entire Agreement. This Agreement constitutes the entire agreement between the
parties concerning the subject matter of this Agreement and supersedes all prior
negotiations, arrangements, agreements and understandings, either oral or
written, between the parties.
28. Federal Funding Requirements. This project is subject to requirements provided for
the Federal Aviation Administration (FAA) and/or other federal agencies. A set of
Federal Requirements has been attached as Attachment E, the content of which
is incorporated by reference into this Agreement as if fully set out here in its
entirety. The Contractor must comply with Attachment E while performing the
Services. The Contractor will insert in any subcontracts all Federal
Provisions/Requirements contained in the Agreement, such other clauses as the
FAA, or its designee may by appropriate instructions require and a clause requiring
the subcontractors to include these clauses in any lower tier subcontracts. The
prime Contractor shall be responsible for the compliance by any subcontractor
or lower tier subcontractor with all the contract clauses.
\[Signature Page Follows\]
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CONTRACTOR
Signature:
Printed Name:
Title:
Date:
CITY OF CORPUS CHRISTI
_____
Josh Chronley
Assistant Director of Finance – Procurement
Date:
APPROVED AS TO LEGAL FORM
_________________________________________________
Assistant City Attorney Date
Attached and Incorporated by Reference:
Attachment A: Scope of Work
Attachment B: Bid/Pricing Schedule
Attachment C: Insurance and Bond Requirements
Attachment D: Warranty Requirements
Attachment E: Federal Requirements
Incorporated by Reference Only:
Exhibit 1: RFB/RFP No. 5447
Exhibit 2: Contractor’s Bid/Proposal Response
Service Agreement Standard Form – Airport Page 8 of 8
Attachment A: Scope of Work
1.1 General Requirements
Corpus Christi International Airport (CCIA) is seeking a firm to design a turn-
key marketing strategy and campaign designed to reduced leakage.
Strategies and campaigns should be focused on the benefits and
attractiveness of CCIA to Corpus Christi residents. Additional work, such as
a campaign for a new airline, may be assigned.
1.2 Scope of Work
A. Market Segmentation. Identifying CCIA’s target audiences, including
demographic and geographic data, guest personas, targeting
segments for growth within the greater Corpus Christi area.
B. Marketing Strategy. Develop a marketing plan focused on CCIA’s
existing “Fly Smarter, Not Harder” campaign, targeted to the local
community and local businesses. Work closely with Airport Marketing
Manager and Directors in developing creative materials for brand
awareness and promotion of the “Fly Local” pledge. Additional work,
suck as a campaign for a new airline or route, may be assigned.
C. Content Creation. Provide creative services including concept
development, design, and production of advertisements for digital
advertising, including social and display, and traditional print.
D. Reporting. Contractor shall execute the campaign with constant
monitoring and tracking analytics, reporting to the airport and making
changes when campaign performs lower than projected. This data shall
include, but is not limited to, clicks, click-through-rate (CTR’s), conversion,
number of relevant searches, and impressions.
E. Ad Trafficking. Manage the trafficking of advertisements, including, but
not limited to search engine marketing (SEM) through Google Ads,
display advertising on high-traffic websites that are visited by CCIA target
markets , remarketing, etc.
F. Media Placement. Advise and place media in radio, TV, streaming, print,
or digital media.
G. Collaboration. Contractor shall collaborate with the Airport Marketing
Manager during the design, creation, execution, and management of
campaigns. The Marketing Manager must be the primary contact for the
entire duration of the campaigns.
Page 1 of 1
Attachment C: Insurance and Bond Requirements
No insurance or bonds are required for this service agreement.
Page 1 of 1
ATTACHMENT E:
FEDERAL REQUIREMENTS
E.1GENERAL CIVIL RIGHTS PROVISIONS
The Contractor agrees tocomply with pertinent statutes, Executive Orders and such rules as are
promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex,
age, or disabilitybe excluded from participating in any activity conducted withor benefiting from
Federal assistance.
This provision binds the Contractorand subcontractorsfrom the bid solicitation period through the
completion of the contract. This provision is in addition to that required byTitle VI of the Civil Rights
Act of 1964.
E.2Compliance with Nondiscrimination Requirements:
During the performance of this contract, the Contractor, for itself, its assignees, and successors in
interest (hereinafter referred to as the “Contractor”),agrees as follows:
1.Compliance with Regulations:The Contractor (hereinafter includes consultants) will
comply with the Title VI List of Pertinent Nondiscrimination Acts andAuthorities, as they
may be amended from time to time, which are herein incorporated by reference and made a
part of this contract.
2.Nondiscrimination: The Contractor, with regard to the work performed by it during the
contract, will not discriminate on the grounds of race, color, or national origin in the selection
and retention of subcontractors, including procurementsof materials and leases of equipment.
The Contractor will not participate directly or indirectly in the discrimination prohibited by
the Nondiscrimination Acts andAuthorities, including employment practices when the
contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21.
3.Solicitations for Subcontracts, including Procurements of Materials and Equipment: In
all solicitations, either by competitive bidding or negotiation made by the Contractor for work
to be performed under a subcontract, including procurements of materials, or leases of
equipment, each potential subcontractor or supplier will be notified by the Contractor of the
contractor’s obligations under this contract and the Nondiscrimination Acts andAuthorities
on the grounds of race, color, or national origin.
4.Information and Reports: The Contractor will provide all information and reports required
by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to
its books, records, accounts, other sources of information, and its facilities as may be
determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain
compliance with such Nondiscrimination Acts andAuthorities and instructions. Where any
information required of a contractor is in the exclusive possession of another who fails or
refuses to furnish the information, the Contractor will so certify to the sponsor or the Federal
Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain
the information.
5.Sanctions for Noncompliance: In the event of a Contractor’s noncompliance with the non-
discrimination provisions of this contract, the sponsor will impose such contract sanctions as
it or the Federal Aviation Administration may determine to be appropriate, including, but not
limited to:
a.Withholding payments to the Contractor under the contract until the Contractor
complies; and/or
b.Cancelling, terminating, or suspending a contract, in whole or in part.
6.Incorporation of Provisions: The Contractor will include the provisions of paragraphs one
through six in every subcontract, including procurements of materials and leases of
equipment, unless exempt by the Acts, the Regulations,and directives issued pursuant
thereto. TheContractor will take action with respect to any subcontract or procurement as
the sponsor or the Federal Aviation Administration may direct as a means of enforcing such
provisions including sanctions for noncompliance. Provided, that if the Contractor becomes
involved in, or is threatened with litigation by a subcontractor, or supplier because of such
direction, the Contractor may request the sponsor to enter into any litigation to protect the
interests of the sponsor. In addition, the Contractor may request the United States to enter
into the litigation to protect the interests of the United States.
E.3Title VI List of Pertinent Nondiscrimination Acts and Authorities
During the performance of this contract, the Contractor, for itself, its assignees, and successors in
interest (hereinafter referred to as the “Contractor”) agrees to comply with the following non-
discrimination statutes and authorities; including but not limited to:
Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits
discrimination on the basis of race, color, national origin);
49 CFR part 21 (Non-discrimination in Federally-assisted programs of the Department of
Transportation—Effectuation of Title VI of the Civil Rights Act of 1964);
The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC §
4601) (prohibits unfair treatment of persons displaced or whose property has been acquired
because of Federal or Federal-aid programs and projects);
Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended (prohibits
discrimination on the basis of disability); and 49 CFR part 27;
The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits discrimination
onthe basis of age);
Airport and Airway Improvement Act of 1982 (49 USC § 471, Section 47123), as amended (prohibits
discrimination based on race, creed, color, national origin, or sex);
The Civil Rights Restoration Act of 1987 (PL 100-209) (broadened the scope, coverage and
applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975 and
Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs
or activities” to include all of the programs or activities of the Federal-aid recipients, sub-
recipients and contractors, whether such programs or activities are Federally funded or not);
Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the
basis of disability in the operation of public entities, public and private transportation systems,
places of public accommodation, and certain testing entities (42 USC §§ 12131 –12189) as
implemented by U.S. Department of Transportation regulations at 49 CFRparts 37 and 38;
The Federal Aviation Administration’s Nondiscrimination statute (49 USC § 47123) (prohibits
discrimination on the basis of race, color, national origin, and sex);
Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations
and Low-Income Populations, which ensures nondiscrimination against minority populations by
discouraging programs, policies, and activities with disproportionately high and adverse human
health or environmental effects on minority and low-income populations;
Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency,
and resulting agency guidance, national origin discrimination includes discrimination because of
limited English proficiency (LEP). To ensure compliance with Title VI, you must take
reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed.
Reg. at 74087 to 74100);
Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating
because of sex in education programs or activities (20 USC 1681 et seq).