HomeMy WebLinkAboutContract 1711 5carlett Marketing
+26 Calle Madrigal,Catkeclral City,CA 971-282-7189
Marketing,Special Events,Promotions,Entertainment,Social Media&Public Relations
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SCARLET!' MARKETING RETAINER AGREEMENT
THIS AGREEMENT made effective as of the 1st day of May, 2015 by and between
Scarlett Marketing, Inc., hereinafter known as the "Agency", and City of
Cathedral City hereinafter known as the "Client".
WHEREAS the Client desires to retain the Agency to provide marketing, event
management and public relations services, as more particularly described
below (the "Services"), and the Agency desires to be so retained and to perform
the Services for the Client;
NOW THEREFORE the parties agree as follows:
1. Services
During the term of this Agreement, the Agency shall provide the following
services for Client:
a) Development of a sustainable District on Perez Road Business
Association.
b) Develop branding, logos, website/social media sites, and assets for
the Association.
c) Engage local business, identify and create a forming Founding
Committee/Board of Directors
d) Initiate signage program.
e) Engage businesses to become members, conduct meetings, create
budget and financial plans and create a sustainable organization.
f) Produce and print letterhead, envelopes and business cards.
g) Develop co-op marketing program.
2. Term
This Agreement shall be valid between the parties for the period of May 1,
2015 until October 31, 2015. After said term expires each party shall have
the opportunity to review the relationship and extend the term in mutually
agreed upon successive terms.
3. Independent Contractor
It is understood and agreed that the Agency is independent in the
performance of this Agreement, that the Agency shall perform the
Services under the control of the Client as to the result of such activity only
and not as to the means by which such result is accomplished and that
the Agency is providing Services on a full time basis.The Agency is not an
employee of the Client, and has no authority whatsoever to bind the
Client by contract or Agreement of any kind other than as expressly
provided under the terms of this Agreement. The Client shall not withhold
federal or state/provincial income taxes or any other amounts from the
Agency's fees payable hereunder. The Client acknowledges and agrees
that the Agency shall act on behalf of the Client but will not be liable for
payment of media and purchases placed on behalf of Client but for
which the Agency has not been paid by Client.
4. Compensation
Agency shall provide marketing services at the following rates:
1) For services as described herein:
a. $3,000 for management and Business Association development
services.
b. $1,400 for website, branding, logo and related marketing
collateral.
c. Payments to be made in monthly installments with payment due
upon execution of this Letter of Agreement. Installments to be
paid in equal monthly installments for the duration of said
agreement.
2) All services as described herein are included.
3) All additional services to be approved in advance by the Client in
writing prior to commencement of work.
5. Additional Billable Protects
a) Only those to be named and approved of in writing.
6) Representations and Warranties
Agency and Client each represents and warrants to the other that as of
the date hereof, and throughout the term of this Agreement:
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(a) It is duly organized, validly existing and in good standing in its
jurisdiction of incorporation and qualified to do business in each
other jurisdiction where the nature of its business makes such
qualification necessary.
(b) It has all the necessary power and authority to execute and deliver
this Agreement and to perform its obligations under this Agreement.
(c) This Agreement constitutes a legal, valid and binding obligation of
such party, enforceable against such party in accordance with its
terms, except as such enforceability may be limited by bankruptcy,
insolvency, receivership, reorganization or other similar laws
affecting the enforcement of creditors' rights generally and by
general principles of equity.
(d) No consent, approval or authorization from any third party is
required in connection with the execution, delivery and
performance of this Agreement, except as such as have been
obtained and are in full force and effect.
(e) The execution, delivery and performance of this Agreement by
such party will not constitute a violation of any law, rule, regulation,
court order or ruling applicable to such party.
7) Indemnification
Agency and Client will indemnify and hold harmless each others party, its
directors, officers, agents, employees, parent, subsidiaries, affiliates,
successors and assignees from and against any and all liability, causes of
action, claims, and the reasonable and actual costs incurred in
connection therewith, which result from the breach of this Agreement by
Agency, or Client, respectively, as the case may be, or its directors,
officers or employees.
8) Term of Agreement
This Agreement shall cover a period lasting from period as described
herein. During this term this agreement is non-transferable and non-
cancellable.
9) Governing Law
This Agreement shall be governed by and subject to California law.
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10) Breach
In the event of any material breach of this Agreement by either party, the
other party may give notice, as provided herein, to the breaching party.
This notice shall describe the breach. The breaching party must cure such
breach within thirty (30) days after receipt of notice, as provided herein.
11) Miscellaneous
(a) This Agreement cannot be amended except in writing signed by
authorized agents of both parties hereto.
(b) The failure of any party to exercise any rights under this Agreement
shall not be deemed a waiver of such right or any other rights.
(c) If any part of this Agreement shall for any reason be found or held
invalid or unenforceable by any court or governmental agency of
competent jurisdiction, such invalidity or unenforceability shall not
effect the remainder of this Agreement, which shall survive and be
construed as if such invalid or unenforceable part had not been
contained herein.
(e) This Agreement contains the entire Agreement of the parties with
respect to the matters covered herein and supersedes all prior
promises and Agreements written or oral, with respect to the
matters covered within. Without prior written consent of Client,
which shall not be unreasonably withheld, Agency may not assign
any of its rights or obligations under or arising from this Agreement.
(f) Nothing expressed or implied in this Agreement is intended or shall
be construed to confer upon or give any person or entity other than
Agency, and Client their successors or assigns, any rights or
remedies under or by reason of this Agreement.
(g) In the event the Clients authorized agent terminates employment
with the Client, and the Clients successor deems not to use services
provided by the Agent, the Agent shall receive compensation for
all outstanding fees, services and monthly retainer fees due, within
thirty days of this Agreements termination date.
IN WITNESS WHEREOF, each of the parties, by its representative, has executed
this Agreement as of the date first written above.
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Authorized Signature ("Client") Authorized Signature ("Agency")
City of Cathedral City Scarlett Marketing, Inc.
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