Item 4B
M E M O R A N D U M
March 29, 2021
To: Shana K. Yelverton, City Manager
From: Chris Tribble, Director of Community Services
Subject: Approve an expenditure for digital media services with
Belo+Company for an amount not to exceed $67,000.
Action
Requested: City Council approval of an expenditure for digital media
services with Belo+Company for an amount not to exceed
$67,000.
Background
Information: The purpose of this item is to gain authorization from the City
Council to expend up to $67,000 with Belo+Company for FY
2021.
Although the spend with Belo+Company for digital media
services related to the Champions Club membership push will
be $17,000, the total spend by all City departments with
Belo+Company for FY 2021 will exceed $50,000, thus
requiring authorization by the City Council.
City currently contracts with Belo+Company to provide digital
advertising management and related creative services for our
tourism marketing efforts. The purpose of this item is to
expand this service, to cover marketing expenses related to a
summer campaign to increase membership sales for
Champions Club at The Marq Southlake.
Under this expanded service, Belo would create and
implement a digital and print media campaign geared towards
increasing the overall membership units at Champions Club
by approximately 200 units. This marketing push is necessary
to begin recovering from the overall impact that the COVID -
19 Pandemic has had on the total number of membership
units at Champions Club.
Additionally, this digital campaign will place extra emphasis
on targeting families to increase enrollment in family
membership types at Champions Club. This membership type
is the greatest revenue driver for Champions Club and is
currently sitting 14% under budget of total units YTD.
4B-1
Shana K. Yelverton, City Manager
City Council Meeting Date – April 6, 2021
Page 2 of 2
Financial
Considerations: Currently the City contracts with Belo+Company for $50,000
budgeted out of the Hotel Occupancy Tax Fund.
This request is to allow expenditures with Belo of up to an
additional $17,000. Funding is included within the adopted
FY 2021 CEDC operating budget for marketing.
Strategic Link: C3 provide attractive and unique spaces for the enjoyment of
personal interests. C6 Enhance the sense of community by
providing excellent customer service and citizen engagement
opportunities.
Citizen Input/
Board Review: City Council consideration April 6, 2021
Legal Review: N/A
Alternatives: Approve expenditure
Deny expenditure
Supporting
Documents: Southlake Champions Club Statement of work + services
agreement.
Staff
Recommendation: Approve an expenditure for digital media services with
Belo+Company for an amount not to exceed $6 7,000.
4B-2
3.12.2021
Southlake Champion’s Club
Statement of Work + Services Agreement
Prepared by:
Rachel Mosley
SR. ACCOUNT DIRECTOR
Rachel.mosley@beloandcompany.com
918.587.7888
Prepared for:
Vicky Schiber
COMMUNITY RELATIONS MANAGER
vschiber@ci.southlake.tx.us
817.748.8186
DALLAS // TULSA // DENVER
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Statement of Work and Services Agreement:
Southlake - 2021 Champions Club Membership Campaign 2
Scope: 2021 Membership Campaign
The primary objective of this engagement is to workclosely with Southlake Champion’s Club team to deliver
the services of media planning, negotiation, management,reporting, and account management, as well as
creative execution on the client approved media placementsoutlined below.
Belo + Company paid media efforts include single-tacticprogrammatic display ads. Southlake will supplement
with internal efforts including paid social, re-targetingcustomers through email campaigns, Southlake Style
magazine, and more. The goal of the campaign is togarner at least 200 membership sign-ups.
Deliverables:
●Programmatic digital media plan
●Copywriting and creative execution on programmaticdigital ads to fulfill media buy
●Two rounds of client revisions are included
●Account management and project management of creativedeliverables
Campaign Goal:Drive sales for Champions Club Memberships(approximately 200)
Primary Target Audience:
●Southlake residents and people working in Southlakebetween the ages of 20-35 interested fitness,
healthy living, etc
●Families/Women 35-50 with children
Preliminary Key Performance Indicators:Success willbe measured by impressions served, engagement,
website traffic and new membership sign-ups (providedby client)
Timeline + Term
Project/Services Start Date:05/01/2021*
Project/Services Term:12 weeks
Project/Services End Date:07/30/2021*
*Start date subject to change based on client approvaldate
Preliminary Requirements + Assumptions
- Access to Google Analytics, Ads, and Tag Manager
- Access to existing brand documentation, guidelines,and customer research
- Access to updated branding assets, photos of the facility,etc. prior to project start
- Client will be available for meetings and/or conferencecalls with B+C as needed.
- Deliverables are subject to change based on clientneeds and approved media plan.
- Hard costs such as production, installations, purchase of fonts or stock photography, videography,
music licensing, etc. are not included in cost. Separate estimates will be provided for approval before
making any purchases on Southlake’s behalf.
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Statement of Work and Services Agreement:
Southlake - 2021 Champions Club Membership Campaign 3
Details + Deliverables
Elements Actions
Creative Execution +
Management Services
●Creative execution to fulfill client-approved mediaplan
●Includes up to two rounds of revisions to creativeassets
●Account management and project management of campaign
creative deliverables
●Client status meetings, as needed
Media Services
●Media planning, negotiating, and management of a $10,000
gross media budget
●Placement optimization
●End of campaign report on placed media performancebased on
agreed upon campaign KPIs and industry benchmarks
Pricing
We promise to always be open and fair with our project pricing—working withyouandyourteamto findways
to save money and keep costs down. Withourblended$185/hourlyrate,wewillbillourservicesevenlyacross
a three month term. Media will be billed as it runs.Pricing for this Statement of Work:
SERVICES
Name/Description Subtotal
Media, Creative, Strategy & Client Services $5,000
PRODUCTS/MEDIA
Name/Description Subtotal
Media Budget $10,000
Total Project Cost:$15,000
*plus all applicable
fees and taxes
This Statement of Work and Services Agreement (the “Agreement”)shallgoverntheprovisioningofmarketing
services and paid media orders to The City of Southlake by The B+C, Inc, d/b/a Belo + Company(“B+C”). This
Agreement specifically describes the Services and Deliverablessought,indicatesthequantitytobepurchased,
sets forth the delivery schedule and/or term, sets the agreed price, and the terms of service. A signature
constitutes the approval for purchase of the Agreement. Work will not commenceuntilthesignedAgreement
has been received and executed by an authorized representative.
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Statement of Work and Services Agreement:
Southlake - 2021 Champions Club Membership Campaign 4
ACCEPTED BY CLIENT REPRESENTATIVE:APPROVED BY B+C REPRESENTATIVE:
Name Name Billy Kulkin
Signature Signature
Title Title Chief Growth Officer
Date Date 3/12/2021
Terms of Service
1. Purchase Terms. Pursuant to this Statement ofWork and Services Agreement (this “Agreement”), TheB+C, Inc., d/b/a Belo + Company
(the “Company”) shall provide and you (the “Purchaser”)shall purchase certain goods and services (the “Goodsand Services”). This
Agreement more specifically describes the Goods andServices sought, indicates the quantity to be purchased,sets forth the delivery
schedule and/or term for each of the Goods and Servicespurchased and sets the purchase price.
2. Disclaimer of Warranties. The Company has madeno affirmation of fact or promise relating to theGoods and Services identified for
purchase that has become any basis of this bargain.Further, the Company has made no affirmation of factor promise relating to the Goods
and Services being sold that created or amounted toan express warranty that the Goods and Services wouldconform to any such
affirmation or promise. Any description of the Goodsand Services in this Agreement is for the sole purposeof identifying the Goods and
Services, and the description of the Goods and Serviceshas not been made part of the basis of the bargainand has not created an express
warranty that the Goods and Services would conformto any description made by the Company other thanwhat is stated in the Statement
of Work contained within this Agreement (“SOW”). Itis specifically agreed that the Goods and Servicessold by the Company are sold
without any implied warranty, including, but not limitedto, any implied warranty of merchantability or fitnessfor a particular purpose or
noninfringement. The Goods and Services are sold onan “As Is” basis. Notwithstanding any provision ofthis Agreement to the contrary,
Purchaser acknowledges and agrees that Purchaser (andnot Company or any Company personnel) shall be solelyresponsible for
compliance by Purchaser’s website(s) with all applicablelaws and regulatory requirements, including but notlimited to consumer or
end-user privacy or accessibility rights under theCalifornia Consumer Privacy Act, the European UnionGeneral Data Protection
Regulation, the American with Disabilities Act andanalogous laws and regulatory requirements of anylocal, state, federal or foreign
jurisdiction.
3. Limitation of Liability. The Company shall haveno liability with respect to its obligations underthis Agreement for consequential,
punitive, exemplary or incidental damages including,but not limited to damages for loss of business profits,business interruption, loss of
business information or any other pecuniary loss,even if it has been advised of the possibility ofsuch damages. The Company’s aggregate
liability for any cause of action asserted with respectto its provision of the Goods and Services or itsobligations under this Agreement shall
not exceed the sum of the amounts actually paid byPurchaser as consideration hereunder during the twelve(12) months immediately
preceding the date on which the facts creating suchliability arise. THE LIMITATION SET FORTH IN THEPRECEDING SENTENCE IS
CUMULATIVE AND ALL PAYMENTS UNDER THIS AGREEMENT WILLBE AGGREGATED TO CALCULATE SATISFACTION OF SUCH
LIMITATION; FOR PURPOSES OF THIS PARAGRAPH, THE TERMAGGREGATE LIABILITY WILL INCLUDE, WITHOUT LIMITATION,
ATTORNEYS’ FEES; THE EXISTENCE OF MULTIPLE CLAIMSWILL NOT ENLARGE THE LIMITATION SET FORTH IN THE PRECEDING
SENTENCE. In addition, the Company shall not be liablefor any damage caused by any interruption of Internetor telecommunication
service or any breach of Internet security beyondthe reasonable control of the Company. The partieshereby agree that this paragraph
represents a reasonable allocation of risk and thatthe Company would not provide the Goods and Serviceson the terms set forth herein
but for such allocation of risk.
4. Payment. Purchaser shall pay all setup fees uponsubmission of this sales order. Invoices are generatedon a monthly basis and sent to
the below billing contact:
City of Southlake, Texas
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4B-6
Statement of Work and Services Agreement:
Southlake - 2021 Champions Club Membership Campaign 5
Accounts Payable - accountspayable@ci.southlake.tx.us
Vicky Schiber - vschiber@ci.southlake.tx.us
ALL ACCOUNTS MORE THAN 30 DAYS PAST DUE SHALL INCURA DELINQUENCY CHARGE EQUAL TO ON AND ONE-HALF PERCENT
(1-1/2%) PER MONTH OF THE OUTSTANDING BALANCE, ORTHE HIGHEST LAWFUL RATE PERMITTED BY APPLICABLE STATELAW,
WHICHEVER IS LESS. The total sales order price, delinquencycharges and applicable taxes for the Goods and Services(the “Full Purchase
Amount”) shall be payable as indicated on this Agreement. The Company reserves the right, in addition to andwithout limitation on any
other remedies to which it may be entitled by Agreement,law or otherwise, to assess a 25% cancellation penaltyin the event that this
Agreement is terminated. If Purchaser has not paidthe Full Purchase Amount when payment is due, theCompany may at its option, and in
addition to any other remedies to which it may beentitled, without limitation on such remedies, terminatethis Agreement in its sole
discretion and retake possession of or discontinuePurchaser’s access to the Goods and Services. Insuch an event, the Purchaser will
forfeit any sums previously paid for the Goods andServices and shall be liable to the Company for allexpenses associated therewith,
including applicable shipping and handling charges,collection expenses and attorneys' fees. The Purchasershall receive written notice
from the Company at least three (3) calendar daysbefore such forfeiture and retaking so that the Purchasermay pay the outstanding
balance within such three (3) day period in orderto prevent such forfeiture and retaking. Upon fullpayment by Purchaser of the full
Purchase Amount, Purchaser shall receive a licenseto use the Goods and Services as set forth in Section6. The Purchaser shall provide the
Company with a copy of any tax exemption certificatefor the "Ship To" location, if any exemption fromsales or use taxes is claimed by the
Purchaser.
5. Risk of Loss. Purchaser bears the risk of lossupon the earlier of receipt of the Goods and Servicesby the Purchaser or shipment of the
Goods and Services by the Company to a third partycourier for delivery to the Purchaser.
6. License. Upon full payment to Company (pursuantto Section 4) for the Goods and Services, Purchaser,for no additional or separate
license cost, will receive a non-transferable, non-assessable,royalty-free, license to use the Goods and Services(subject to any term
therefore as set forth herein), operating on Purchaser’splatform/system for Purchaser’s personnel. Purchasershall not, at any time,
reverse engineer, reproduce, create derivative works,transfer, assign, distribute, service bureau, sell,resell, or sublicense all or any portion
of the Goods and/or Services or any portion thereofor allow any third party to do the same.
7. Representations, Warranties and Indemnification.The Purchaser and the Company represents and warrantsthat it is the owner or has
the full licensing rights and all other necessaryauthority to use all content and materials (including,without limitation, copyrights,
trademarks and other intellectual property rights)provided to the Company or the Purchaser for useas content in the Goods and Services,
and that such use does not violate any copyright,trademark or other intellectual property rights ofany other person or entity. The
Purchaser and the Company agrees that the Companyand the Purchaser may identify the Purchaser asa client in any of its advertising or
other promotional materials or activities. The Purchaserhereby agrees to indemnify and hold harmless theCompany (and its officers,
directors, employees and agents) from any and alllosses, damages, fees, costs, fines and expenses (includingwithout limitation, legal fees
and expenses) (collectively, "Damages") that the Companymay incur as a result of: (i) the Purchaser's breachof any covenant or
representation or warranty contained herein, (ii)any infringement of any patent, copyright, trademark,trade secrets or other intellectual
property right of any third party resulting from theCompany's use of information provided by the Purchaser,or (iii) the violation of any
laws or regulations, including without limitationany “anti-spam” laws or regulations, by the Purchaserin connection with its use of the
Goods and Services. The Purchaser further agreesto pay such Damages as they come due to the Company. The representations,
warranties and right to indemnification provided bythis Paragraph shall survive the termination of thisAgreement.
8. Non-solicitation of the Company’s Employees. Duringthe term of this Agreement, and for a period of 12months after this Agreement is
terminated by either party hereto, the Purchaser shallnot solicit the employment of, employ, or Agreementwith, any of the Company’s
then-current personnel with whom Purchaser had contactunder this Agreement.
9. No Waiver. No failure or delay by the Companyin exercising any right, power or privilege givenby any provision of this Agreement shall
operate as a waiver of the provision. Additionally,no single or partial exercise of any right, poweror privilege shall preclude any other or
further exercise of that or any other right, poweror privilege.
10. Governing Law. The law of the State Texas shallgovern this Agreement, without giving effect to anychoice of law or conflict of law
principles that would result in the application ofthe law of another jurisdiction. The state or federalcourts for Dallas County, Texas shall
have exclusive jurisdiction over any dispute arisingunder or relating to this Agreement, and the Companyand the Purchaser agrees to and
shall be subject to service of process and personaljurisdiction therein.
11. Notices. Any notice or other communication requiredor permitted to be given hereunder shall be in writingand shall be delivered by
hand; sent by certified U.S. mail, cable, telex, telegram,facsimile transmission or electronic mail; or deliveredby overnight or similar
delivery service, fees prepaid, to the party to whomsuch notice is to be given. All notices given underthis Agreement shall be deemed
received three (3) calendar days after deposit inthe United States mail if sent via certified mail,on the date of actual delivery if sent via
overnight courier, and on the date of actual transmissionor delivery if sent via cable, telex, telegram, facsimiletransmission or electronic
mail or if delivered personally. Notices to the Purchaserand the Company shall be given at the respectiveaddresses set forth in this
Agreement. A party may change its addresses for noticeby informing the other of the change in writing.
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4B-7
Statement of Work and Services Agreement:
Southlake - 2021 Champions Club Membership Campaign 6
12. Force Majeure. Neither party shall be liable for any delays or failure to perform any of its obligations hereunder due to any causes or
contingencies beyond each such non-performing party'scontrol including without limitation, fires, accidents,Acts of God, war, strikes or
other labor disputes, governmental actions, orders,or regulations, and any and all other similar mattersbeyond the control of the parties,
except that nothing in this Paragraph eliminates theobligation or extends the due date for payments forGoods and Services due to the
Company under this Agreement.
13. Remedies. No remedy conferred by any of thespecific provisions of this Agreement is intendedto be exclusive of any other remedy and
each and every remedy shall be cumulative and in additionto every other remedy given hereunder, now or hereafterexisting at law or
equity or by statute or otherwise. THE PURCHASERHEREBY AGREES THAT MONETARY DAMAGES MAY NOT BE ADEQUATETO
REMEDY BREACHES OF THIS AGREEMENT AND EXPRESSLY AGREESTHAT THE COMPANY MAY OBTAIN AN INJUNCTION OR
OTHER EQUITABLE REMEDY TO PROTECT ITS RIGHTS HEREUNDER.
14. Entire Agreement. The Purchaser acknowledgesthat it has read this Agreement, understands it,and agrees to be bound by its terms
and conditions. Further, the Purchaser agrees thatthis Agreement constitute the complete and exclusiveagreement between the parties
with respect to the matters contained herein, andthat such Agreement supersedes and replaces all otherdocuments including, without
limitation, oral or written agreements and all othercommunications between the parties relating to theGoods and Services.
15. Severability. If any part of this Agreementis found to be prohibited by law, the remainder shallremain valid and enforceable.
16. Counterpart Execution. This Agreement may beexecuted in multiple counterparts, which shall havethe same force and effect as an
original. Telecopied or faxed copies of signaturesshall be effective and shall bind the party signingin that manner.
17. Successors and Assigns. This Agreement shallbe binding on, and shall inure to the benefit ofthe parties' respective heirs, successors
and assigns, if any. The Purchaser may not assignits rights under this Agreement without first obtainingthe written consent of the
Company, such consent not to be unreasonably withheld.
18. Construction of Agreement. Each party has participatedfully in the drafting, review and revision of thisAgreement. Any rule of
construction to the effect that ambiguities are tobe resolved against the drafting party shall notapply in the interpretation of this
Agreement.
19. Term and Termination. This Agreement may beterminated (i) by either party upon 30 days writtennotice with our standard
cancellation policy and penalty; (ii) by either partyfor any material breach of this Agreement that isnot cured within 15 days of the
breaching party’s receipt of notice specifying thebreach; (iii) by the Company immediately upon noticethat the Purchaser is or may be
insolvent or bankrupt; or (iv) by the Company immediatelyupon the Purchaser’s failure to make any paymentrequired under this
Agreement. The Company shall retain all moneys paidto the Company prior to any termination of this Agreement. In the event that this
Agreement is terminated and there remains unpaid oroutstanding some or all of the Full Purchase Amountdue with respect to any Goods
and Services due through and including the originalterm of service (a “Service Term”) with respect toany Goods and Services, within 14
days of the effective days of any termination of thisAgreement, the Purchaser shall pay an amount to theCompany equal to the Full
Purchase Amount, less, only in the event this Agreementis terminated by Purchaser pursuant to sub clause(ii) above, the value of any
portion of the Goods and Services that remains uncompletedas determined in the sole discretion of the Company;provided, however, that
if Purchaser is making installment payments on theFull Purchase Amount pursuant to this Agreement,then upon the termination of this
Agreement by either party for any reason all unpaidinstallment payments shall accelerate and becomedue and payable to the Company
immediately. Upon expiration of a Service Term forany particular Service, such Service Term will automaticallyrenew for a successive 12
month term unless terminated by either Party uponwritten notice delivered in accordance with Section11 above at least 30 days but not
more than 60 days prior to expiration of the thenexisting Service Term.
20. Travel. The Purchaser agrees to reimburse theCompany for reasonable travel expenses incurred insupport of this Digital Marketing
Agreement. Reasonable travel expenses may include,but are not limited to, airfare, unbundled air servicesand airport charges,
hotel/lodging, transportation, mileage, parking, tollsand meals. The Company will provide estimated travelcosts to the Purchaser for
written approval prior to costs being incurred; actualcosts may be within +/- 10% of estimate. Relatedreceipts will be provided to the
Purchaser upon request.
21. Stock Photography and Video. If Purchaser decidesto use the stock photography in a finished work,whether online or offline,
Purchaser agrees to pay the Company $75 for each Standardimage used in digital final files and $150 for printed final files. Standard stock
videos will be billed at $150 per video. Standardaudio files will be billed at $75 per audio file.All Premium images, videos, and audio files
will be quoted separately. Fees for these images and/orvideos will be in addition to the fees quoted inthis Agreement.
22. Fonts. The Company is licensed to use a numberof different fonts in its completed works. However,the Company cannot transfer the
license of these fonts to Purchaser. If Purchaserwould like to use any font that was used in a finishedwork, Purchaser agrees to purchase a
license to the font for its own use. Purchaser maypurchase a license to the font directly or the Companymay purchase a license to the font
and bill for it separately.
23. Third-party Fees. Quoted prices in this Agreementinclude all of the Company's services plus any third-partycosts indicated in this
Agreement. While the Company does not anticipate anycosts outside those in this Agreement, items notincluded are photography (stock
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4B-8
Statement of Work and Services Agreement:
Southlake - 2021 Champions Club Membership Campaign 7
or custom), travel, photocopies, file storage/devices, express mail, other courier services, third-party fees, etc., unless specifically indicated
as a line item in this Agreement. All work outsideof the scope of this Agreement will require an approvedestimate by Purchaser before
work commences.
24. Expenses. Purchaser will reimburse the Companyfor pre-approved expenses arising from this Agreement,including the payment of any
sales or use taxes due on the Goods and Services providedunder this Agreement.
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