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2025-26 RateGain Adara - Data Processing Agr for Cr Card Rpt of Consumer SpendingMEMORANDUM DATE: September 15, 2025 TO: Jon McMillen, City Manager FROM: Marcie Graham, Marketing Manager ,Ca Qa &a CALIFORNIA RE: RateGain Adara - Approval of Insertion Order for Credit Card Reports for FY 25/26 Please list the Contracting Party / Vendor Name, any change orders or amendments, and the type of services to be provided. Make sure to list any related Project No. and Project Name. Authority to execute this agreement is based upon: ❑ Approved by City Council on ❑✓ City Manager's signing authority provided under the City's Purchasing & Contracting Policy [Resolution No. 2023-008] for budget expenditures of $50,000 or less. ❑ City Manager's signing authority provided under the City's Personnel Policy Section 3.2 for temporary employment positions. ❑ Department Director's or Manager's signing authority provided under the City's Purchasing Policy [Resolution No. 2023-008] for budget expenditures of $15,000 and $5,000, respectively, or less. Procurement Method (one must anal ❑ Bid ❑ RFP ❑ RFQ ❑ 3 written informal bids ❑✓ Sole Source ❑ Select Source ❑ Cooperative Procurement Requesting department shall check and attach the items below as appropriate. ❑✓ Agreement payment will be charged to Account No.: 502-0000-60301 ❑✓ Agreement term: Start Date 10/1 /25 End Date 6/30/26 ❑✓ Amount of Agreement, Amendment, Change Order, etc.: $ 37,500 REMINDER: Signing authorities listed above are applicable on the a_g_pre_pate Agreement amount, not individual Amendments or Change Orders! ❑ Insurance certificates as required by the Agreement for Risk Manager approval Approved by: Date: ❑ Bonds (ori_ginals) as required by the Agreement (Performance, Payment, etc.) ❑ Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) NOTE. Review the "Form 700 Disclosure for Consultants" guidance to determine if a Form 700 is required pursuant FPPC regulation 18701(2) ❑ Business License No. Expires: ❑✓ Requisition for a Purchase Order has been prepared (Agreements over $5,000) — — — — �• •. RateGain Adara, Inc. Crestview Tower, Suite 450 '.ADARA 105DeckerCt. Insertion Order A RateGain Company I rving, iX75062 Ill it, .States This Insertion Order ('10'7 Is a conflrmatlon of the conlracletl campalgn between the Agency and/or AdveMser, as listed below, and RaleGaln Adara, Inc. ("Adam"). The campalgn will be delivered In accordance with the terms and condifions set forth below. Account Executive: Charlie Littlejohn$ Customer Success: Rena Mansell INVOICE R 006TZ00000PIjZmYAL Account Executive Email: Charlie.LittlejohnsQAdam.Com Customer Success Email: Rena.MansellQAdara.Com DATE: 9/10/25 CLIENT DETAILS Account: City of La Quint. Billing Address: 78-495 Calle Tampico, Lo Quinta CA 92253 Billing Company Name: City of Lo Quinta Billing Contract Name Marcie Graham Billing Email Address: ;rahamCaTlaquin}nca a Billing Phone: 760-777-7032 Advertiser: City of La Quint. Campaign Name Payment Terms Billing Instructions City of La Quinta_Direct_Media-Visit California Co-Op_Nov'25 - Feb'26 Net 30 Package I Stiateav Start Date End Date Rate Tv- Rate Quantity Amount Standard Display Display Desktop, Tablet & Mobile 10/13/2025 2/28/2026 CPM $7.00 2,142,857 $ 15,000.00 Standard Display VCA 25%Match Desktop, Tablet & Mobile 10/13/2025 2/28/2026 CPM $7.00 535,714 $ 3,750.00 Standard Display Adara 75%Match Desktop, Tablet & Mobile 10/13/2025 2/28/2026 CPM $7.00 1,607,142 Standard Native Native Desktop, Tablet & Mobile 10/13/2025 2/28/2026 CPM $5.00 3,000,000 $ 15,000.00 Standard Native VC A 25%Match Desktop, Tablet & Mobile 10/13/2025 2/28/2026 CPM $5.00 750,000 $ 3,750.00 Standard Native Adara 75%Match Desktop, Tablet & Mobile 10/13/2025 2/28/2026 CPM $5.00 2,250,000 — Grand Total USD 10,285,713 $37,500 Special Targeting Instuctions Customer is required to provide Adara with usage/performance reports within 2 days of the end of each month for third party reporting. Prices shown above are exclusive of any taxes that may apply. Any such taxes are the responsibility of Customer. This is not an invoice. Terms And Conditions be gp�emed by Adara s Advemsing Terms one comm�pns ret our in me "Agreement, which can be �iewea in its enrrely bare: hftps:lfwww.iab.comlgumeline. >Iso, mp InsMwn Oder(I and accompanying A-d—l-1 snap define each I—rigl,h and obligations will, respect to Adore s provision of me Advertising services on an Ad—dd onmhom spdciilc to iM1e agreement between Agency, Advedl— and Ad«a: me data 1« a:ds pmdrman mp:d:pecnled m mi, lreddpn odor: <Ildnlsbau make np anon ro rdvdrsd dr.gmedr or «lord ddnvamd data pmdpd:. A s, aggreganond, algorimms.look-ups, «omersuch opemnom must be covered by the rehh of data use e irdd to end all o'ccessto rba data and -Add enasica 1i. will p nluINl.- or concelbnon Dy eirber paM to the lo. atlxf«Reponing FpiWre. secfien Ivlq.D antfw all p<Nviry Ier dndatalein-G.dltearmesing untilMedia Companydeliversreosorwbleevidenceofperformance:IIC.pni,,llbediit,neiwithin30daysof Memocompany'$knowledge ofwch failure «,obsenrsucl,knowledge,will onlhf. Sddianlu.i , Cl'ient will establlsM1aCommon Suppresdon Goal "C5G"I uM1 g indushy endarsetl metMtlology. iM1e ge cY Il eruixe thol all Companies partkipanng In iM1e media lnilbtive specified In me agreement will be subjectthmesame CSG. Media Com{ 4garwy to verlry a confinuous date of objeclNlty on rots Common Spuppresslo�n Goame Llabiliry.SectionXl.Exduding Agency's, AWerleer's,and Med Campanyirespd—.1,1ligatbns under Sedion X. damagddthd result home b—dh of Section%Il. drinfentional meconducf Dy Agency Ad— « Media Company, wM1—dilbecappetl of hvo 121 mllion adlars, In no dvdnlwill anypaM Dd liable foranYcon —pldry damages wM1atsoever inclumng, but not Ilmited to, damages M loss of pmnh, business interrvpnon, loss of Inf«mphon, and the like, Incuned by another party orlLng out of an la, even r wch parry has been advised of me possil of such damaged. y vidt between tv, teens 0 made Adara Advertising Terms ontl cond'r— ontl an lmernon ordermall be reddved in acc«tlance with me roup ,s der of precedence (1)melraeMon Omer:and(2)mesa terms and c<ndr—set out in me Agreement. d upon sig.aN. of this Oder F«m. All Servicx purchased herein expire upon the Conhoct End Dote. Pmiesswnal Services ore provided sMcnyon a flme ontl molenols basis, ontl all hove, lodging and other expemes ae not— unless otherwise specified all unused Pmiessbnol Services will expire upon iM1e _ WUtt End Dote. No cretllt mrunuaed servk x will be lssuea Subscnption are noncancelobk bet«e their Canhacr EM Date. Title Authority Level Authorize Signature 7a le Name JON MCMILLEN CITY MANAGER, CITY OF LA QUINTA rrle Authority Level Thank you for your business! Crestview Tower, Ste 540 105 Decker Ct Irving, TX 75062 Data Processing Agreement Home / Data Processing Agreement Privacy. Promise Opt Out Brand Safety. Advertiser Guidelines Subject Access Riahts Do Not Sell My Data California Consumer Riahts DATA PROCESSING AGREEMENT THIS DATA PROCESSING AGREEMENT ("Agreement') between the RateGain Adara entity as defined in the applicable Insertion Order/Service Order/Order Form/MSA or other ADARA agreement (RateGain Adara, Inc. or RateGain Adara Japan GK, hereinafter referred to as "ADARA") and the Customer (known as The Parties) is to ensure that adequate safeguards are put in place with respect to the protection of Personal Data as required by Data Protections Laws, the following Personal Data Protection provisions shall apply: 1. Personal Data Protection and Privacy. A. The Parties agree that (i) both ADARA and Customer are Data Controllers in respect of all Personal Data processed in relation to Services. Both Parties shall comply with all Data Protection Laws which apply to it in respect of the performance of its obligations under this Agreement. The Parties agree that they are not joint controllers of any data. B. Customer shall be responsible for obtaining consent and providing transparency notices to each data subject, and/or ensuring its clients (as appropriate) obtain consent and provide transparency notices to each data subject, in compliance with, and where required by, applicable Data Protection Laws, for (i) the processing of Personal Data by or on behalf of ADARA, (ii) the serving of cookies and (iii) the accessing of information from end user browsers and devices by ADARA, as set out in this Agreement and ADARA's Privacy Promise from time to time available at the following link: https://adara.com/privacy promise . C. The Parties shall cooperate reasonably with each other in the fulfillment of their respective obligations in respect of Data Subject requests for third party notification, erasure or other requests under Data Protection Laws. D. A Party shall promptly notify the other Party if it receives notice of any claim or complaint in connection with Data Protection Laws by any data subject in relation to Personal Data in respect of which Customer and ADARA, or the Customers' client and ADARA, are both Data Controllers. E. Taking into account the nature of and risks associated with the type of Personal Data collected or used in connection with ADARA's services, each Party shall have in place appropriate technical and organizational measures to ensure a level of security appropriate to the risks that are presented by the processing of Personal Data by or on behalf of the Parties including where appropriate data protection by default and/or by design measures, and all other such measures as may be agreed between the Parties. F. In relation to Personal Data, the Parties will provide reasonable assistance and cooperate with each other to ensure each Party's compliance with Data Protection Laws. Subject to obligations of confidentiality and Customer policies on the disclosure of information, where a Party has a concern that there has been non-compliance of the other Party with this Section 1, the Parties agree to exchange information to ascertain the cause of such non-compliance and take reasonable steps to remediate such non-compliance. G. In relation to Personal Data, ADARA agrees to notify Customer of a Personal Data Breach without undue delay after becoming aware (but in no event later than 48 hours after becoming aware of the Personal Data Breach); and ADARA shall provide Customer within the same deadline with such details as Customer reasonably requires regarding the nature of the Personal Data Breach, any related investigations, the likely consequences, any measures taken by ADARA to address the Personal Data Breach, and provide Customer with regular updates on these matters. ADARA will co-operate reasonably with Customer including in respect of any proposed notification to a Supervisory Authority. H. Data retention, ADARA and Customer shall not retain or process the Personal Data longer than is necessary to carry out of the purpose of the processing. I. International Transfers. (i) The provision of ADARA's Services may require the transfer of Personal Data to countries outside the EEA from time to time. ADARA shall ensure and shall require its Data Processors (and its data partners in general) to ensure an appropriate mechanism that is recognized by applicable Data Protection Laws is implemented to allow for the data transfer. (ii) ADARA has, as of the Effective Date, certified its compliance with the EU-US Privacy Shield and commit to comply with the Privacy Shield principles pursuant to this Agreement, including with onward transfer, unless and if Privacy Shield is no longer considered an appropriate mechanism for data transfers under Data Protection Laws and/or ADARA decides not to renew its certification (at ADARA's sole discretion), in which case ADARA would rely on alternative appropriate mechanisms such as BCR (binding corporate rules) or SCC (standard contractual clauses) 2. General. A. This Agreement is without prejudice to the rights and obligations of the Parties under the Agreement which shall continue to have full force and effect. In the event of any conflict between the terms of this Agreement and the original terms of the Agreement, the terms of this Agreement shall prevail so far as the subject matter concerns the processing of Personal Data. B. ADARA's liability to Customer under or in connection with this Agreement shall be subject to the same limitations and exclusions of liability as apply under the Agreement as if that liability arose under the Agreement. C. Should any provision of this Agreement be invalid or unenforceable, then the remainder of this Agreement shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the Parties' intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein D. This Agreement shall be governed by and construed in accordance with the laws of the country of territory stipulated for this purpose in the Agreement and each of the Parties agrees to submit to the choice of jurisdiction as stipulated in the Agreement in respect of any claim or matter arising under this Agreement. E. Other than in respect of any accrued liabilities of either Party and the provisions of Sections 1 and 2, this Agreement shall terminate automatically on the expiry or termination for whatever reason of the Agreement. F. This Agreement, and the Schedule, constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all prior agreements, written and oral, with respect thereto. No change, amendment, or modification of any provision of this Agreement shall be effective unless reduced to writing and signed by an authorized representative of each party. Schedule 1 Definitions For the purposes of this Agreement, the following terms shall have the following meanings: A. "ADARA Data" means data as defined in the MSA or other ADARA agreement used to provide Services to the Customer B. "Agreement" means the Master Services Agreement (MSA) or other ADARA agreement C. "Data Protection Laws' means any law, rule or regulation relating to the processing, privacy, and use of Personal Data, as applicable to ADARA or Customer, including, without limitation (i) as of 25 May 2018 the General Data Protection Regulation (EU) 2016/679 (GDPR), and/or any local and national laws, rules and regulations implementing GDPR or imposing specific privacy -related regulations where GDPR permits; (ii) ePrivacy Laws; and (iii) any other applicable data protection and privacy laws, rules, and regulations, and "Data Controller', "Data Processor', "Data Subject" and "processing" shall have the meanings given to those terms under Data Protection Laws. D. "EEA" means the European Economic Area. E. "ePrivacy Laws" means (i) in member states of the European Union and the United Kingdom: any laws or regulations implementing Directive 2002/58/EC (ePrivacy Directive) and, once in effect, the Regulation concerning the respect for private life and the protection of personal data in electronic communications (Regulation on Privacy and Electronic Communications) 2017/0003 (COD)s; (ii) anyjudicial or administrative interpretation of any of the above, any guidance, guidelines, codes of practice, approved codes of conduct or approved certification mechanisms issued by any relevant Supervisory Authority; and (iii) where agreed by the parties in writing industry self -regulatory codes of practice. F. "Personal Data" means all personal data as defined under Data Protection Laws and which is processed by the parties in relation to this Agreement. G. "Personal Data Breach" means the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, any Personal Data processed by ADARA pursuant to this Agreement. H. "Supervisory Authority" means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering Data Protection Laws. #Adara Phone: 408.876.6360 General Information: info@adarawpstaging.wpengine.com Sales: sales@adarawpstaging.wpengine.com Jobs: jobs@adarawpstaging.wpengine.com — BLOG HOME BACK TO ALL RESOURCES ADARA Help Center © 2025 - ADARA. All rights reserved.