CM-2019-0307 - 10/18/2019CITY OF ROUND ROCK
AGREEMENT FOR DOWNTOWN AND TOPICAL ADVERTISING
WITH
COMMUNITY IMPACT NEWSPAPER
THE STATE OF TEXAS §
CITY OF ROUND ROCK §
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
KNOW ALL BY THESE PRESENTS:
That this Agreement for Downtown and topical advertising(referred to herein as the
"Agreement"), is made and entered into on this the day of the month of
_ , 2019, by and between the CITY OF ROUND ROCK, TEXAS, a home -rule
municipality whose offices are located at 221 East Main Street, Round Rock, Texas 78664
(referred to herein as the "City") and COMMUNITY IMPACT NEWSPAPER, whose offices are
located at 16225 Impact Way, Pflugerville, Texas 78660 (referred to herein as the "Services
Provider").
RECITALS:
WHEREAS, City desires to purchase advertising from the Services Provider for the
City's Downtown area and other topics; and
WHEREAS, pursuant to Section 252.022(16) of the Texas Local Government Code,
advertising is exempt from competitive bidding requirements; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, sufficiency and receipt of which are hereby acknowledged, it is mutually
agreed between the parties as follows:
1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Services Provider
whereby City is obligated to buy specified services and Services Provider is obligated to sell
same. The Agreement includes any exhibits, addenda, and/or amendments thereto.
B. City means the City of Round Rock, Williamson and Travis Counties, Texas.
00432612/ss2
C. Effective Date means the date upon which the binding signatures of both parties
to this Agreement are affixed.
D. Force Majeure means acts of God, strikes, lockouts, or other industrial
disturbances, acts of the public enemy, orders of any kind from the government of the United
States or the State of Texas or any civil or military authority, insurrections, riots, epidemics,
landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government
and the people, civil disturbances, explosions, or other causes not reasonably within the control
of the party claiming such inability.
E. Goods and services mean the specified services, supplies, materials,
commodities, or equipment.
2.01 EFFECTIVE DATE; TERM
A. This Agreement shall be effective on the date it has been signed by both parties
hereto, and shall remain in full force and effect unless and until it expires by operation of the
term stated herein, or until terminated or extended as provided herein.
B. The term of this Agreement is for twelve (12) months from the effective date
hereof.
C. City reserves the right to review the relationship at any time, and may elect to
terminate this Agreement with or without cause or may elect to continue.
3.41 CONTRACT DOCUMENTS AND EXHIBITS
City selected Services Provider to supply the services as outlined in Exhibit "A," attached
hereto and incorporated herein by reference.
The services which are the subject of this Agreement are described in Exhibit "A" and,
together with this Agreement, comprise the total Agreement and they are fully a part of this
Agreement as if repeated herein in full.
4.01 SCOPE OF WORK
A. Services Provider shall satisfactorily provide all services described under the
attached exhibits within the contract term specified in Section 2.41. Services Provider's
undertakings shall be limited to performing services for the City and/or advising City concerning
those matters on which Services Provider has been specifically engaged. Services Provider shall
perform its services in accordance with this Agreement, in accordance with the appended
exhibits, in accordance with due care, and in accordance with prevailing industry standards for
comparable services.
2
5.01 COSTS
City agrees to pay Services Provider an amount not -to -exceed Fourteen Thousand One
Hundred Twelve and No/100 Dollars ($14,112.00) for the services described herein and as set
forth in Exhibit "A."
6.01 INVOICES
All invoices shall include, at a minimum, the following information:
A. Name and address of Services Provider;
B. Purchase Order Number;
C. Description and quantity of items received or services provided; and
D. Delivery or performance dates.
7.01 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 Services Provider a written notice of termination at the end of its then current fiscal year.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Services Provider will be made within thirty (30) days of the day on which City receives the
performance, supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the
day on which the performance of services was complete, or within thirty (30) days of the day on
which City receives a correct invoice for the performance and/or deliverables or services,
whichever is later. Services Provider may charge interest on an overdue payment at the "rate in
effect" on September I of the fiscal year in which the payment becomes overdue, in accordance
with V.T.C.A., Texas Government Code, Section 2251.025(b); however, this Policy does not
apply to payments made by City in the event:
A. There is a bona fide dispute between City and Services Provider, a contractor, a
subcontractor or supplier about the goods delivered or the service performed that
cause the payment to be late; or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between Services Provider 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; or
D. Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Services Provider, cancel this Agreement without liability
to Services Provider if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Services Provider or its agents or
representatives to any City officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Services Provider may be subject to penalties stated
in Title 8 of the Texas Penal Code.
10.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Services Provider's charges.
11.01 ORDERS PLACED WITH ALTERNATE SERVICES PROVIDERS
If Services Provider cannot provide the goods as specified, City reserves the right and
option to obtain the products or services from another supplier or suppliers.
12.01 INSURANCE
Services Provider shall meet all insurance requirements as set forth at:
http://www.roundrocktexas. og v/wp-content/uploads/2014/12'corr insurance 07.20112.pd£
13.01 CITY'S REPRESENTATIVE
City hereby designates the following representatives authorized to act in its behalf with
regard to this Agreement:
Courtney Ainsworth, Downtown Manager
Administration Department
221 East Main Street
Round Rock, Texas 78664
(512) 218-5403
4
14.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
15.01 DEFAULT
If Services Provider abandons or defaults under this Agreement and is a cause of City
purchasing the specified goods elsewhere, Services Provider agrees that it may be charged the
difference in cost, if any, and that it will not be considered in the re -advertisement of the service
and that it may not be considered in future bids for the same type of work unless the scope of
work is significantly changed.
Services Provider shall be declared in default of this Agreement if it does any of the
following:
A. Fails to make any payment in full when due;
B. Fails to fully, timely and faithfully perform any of its material obligations under
this Agreement;
C. Fails to provide adequate assurance of performance under the "Right to
Assurance" section herein; or
D. Becomes insolvent or seeks relief under the bankruptcy laws of the United States.
16.01 TERMINATION AND SUSPENSION
A. City has the right to terminate this Agreement, in whole or in part, for
convenience and without cause, at any time upon thirty (30) days' written notice to Services
Provider.
B. In the event of any default by Services Provider, City has the right to terminate
this Agreement for cause, upon ten (10) days' written notice to Services Provider.
C. Services Provider has the right to terminate this Agreement only for cause, that
being in the event of a material and substantial breach by City or by mutual agreement to
terminate evidenced in writing by and between the parties.
D. In the event City terminates under subsections (A) or (B) of this section, the
following shall apply: Upon City's delivery of the referenced notice to Services Provider,
Services Provider shall discontinue all services in connection with the performance of this
L",
Agreement and shall proceed to cancel promptly all existing orders and contracts insofar as such
orders and contracts are chargeable to this Agreement. Within thirty (30) days after such notice
of termination, Services Provider shall submit a statement showing in detail the goods and/or
services satisfactorily performed under this Agreement to the date of termination. City shall then
pay Services Provider that portion of the charges, if undisputed. The parties agree that Services
Provider is not entitled to compensation for services it would have performed under the
remaining term of the Agreement except as provided herein.
17.01 INDEMNIFICATION
Services Provider shall defend (at the option of City), indemnify, and hold City, its
successors, assigns, officers, employees and elected officials harmless from and against all suits,
actions, legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any
and all other costs or fees arising out of, or incident to, concerning or resulting from the fault of
Services Provider, or Services Provider's agents, employees or subcontractors, in the
performance of Services Provider's obligations under this Agreement, no matter how, or to
whom, such loss may occur. Nothing herein shall be deemed to limit the rights of City or
Services Provider (including, but not limited to the right to seek contribution) against any third
party who may be liable for an indemnified claim.
18.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. Services Provider, its agents, employees and subcontractors shall use best efforts
to comply with all applicable federal and state laws, the Charter and Ordinances of the City of
Round Rock, as amended, and with all applicable rules and regulations promulgated by local,
state and national boards, bureaus and agencies.
B. In accordance with Chapter 2270, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods and services unless the contract contains
written verification from the company that it: (l) does not boycott Israel; and (2) will not boycott
Israel during the term of this Agreement. The signatory executing this Agreement on behalf of
Services Provider verifies Services Provider does not boycott Israel and will not boycott
Israel during the term of this Agreement.
19.01 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 shall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
20.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
When delivered personally to the recipient's address as stated in this Agreement;
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 Services Provider:
Community Impact Newspaper
16225 Impact Way, Suite I
Pflugerville, TX 78660
Notice to City:
City Manager Stephen L. Sheets, City Attorney
221 East Main Street AND TO: 309 East Main Street
Round Rock, TX 78664 Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Services Provider.
21.01 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 the State of Texas.
22.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Services Provider and City. This Agreement may only be amended or supplemented by mutual
agreement of the parties hereto in writing, duly authorized by action of the City Manager or City
Council.
23.01 DISPUTE RESOLUTION
City and Services Provider 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.
24.01 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or 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 or
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 section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
25.01 MISCELLANEOUS PROVISIONS
Standard of Care. Services Provider represents that it employs trained, experienced and
competent persons to perform all of the services, responsibilities and duties specified herein and
that such services, responsibilities and duties shall be performed in a manner according to
generally accepted industry practices.
Time is of the Essence. Services Provider understands and agrees that time is of the
essence and that any failure of Services Provider to fulfill obligations for each portion of this
Agreement within the agreed timeframes will constitute a material breach of this Agreement.
Services Provider shall be fully responsible for its delays or for failures to use best efforts in
accordance with the terms of this Agreement. Where damage is caused to City due to Services
Provider's failure to perform in these circumstances, City may pursue any remedy available
without waiver of any of City's additional legal rights or remedies.
Force Majeure. Neither City nor Services Provider shall be deemed in violation of this
Agreement if it is prevented from performing any of its obligations hereunder by reasons for
which it is not responsible as defined herein. However, notice of such impediment or delay in
performance must be timely given, and all reasonable efforts undertaken to mitigate its effects.
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and all of which, when taken
together, shall constitute one and the same instrument.
[Signatures on the following page.]
9
IN WITNESS WHEREOF, City and Services Provider have executed this Agreement on
the dates indicated.
City of R nd Rock, Texas
By:
Printed Name:
Title: r
Date Signed: I j /0:1P
7
Attest:
By:
rk
'i—
For City A pro d as to Form:
By: _
Stepha . Sheets, City Attorney
Community Impact Newspaper
By: V602 0
Printed Name:
Title: /hc=r-- 7- u77 ✓ =-
Date Signed: /o /.3 /q
Exhibit "A"
IMPACT
L—A uter Vt t@'CPYaM1t 6tTG IY•
Company
Business name
City of Round Rock, Downtown and Topical ads
Contact name
Courtney Ainsworth Mailing address 221 E MAIN ST
Contact email
cainsworthgroundrocktexas.gov
Contact phone
(512) 218-5403 City, Slate ZIP ROUND ROCK, TX 78664
Contract
f
Publication
Deacriptlon
Net rate
RPH Paper -November 2019 In -paper I Half I Display I Horizontal
$2,01600
RPH Paper - December 2019 In -paper I Half I Display I Horizontal
$2,01600
RPH Paper - March 2020
In -paper I Half I Display I Horizontal
$2,016.00
RPH Paper - April 2020
In -paper I Half I Display I Horizontal
$2,016.00
RPH Paper - May 2020
In -paper I Half I Display I Horizontal
$2,016.00
RPH Paper - September 2020 In -paper I Half I Display I Horizontal
$2,016,00
RPH Paper - October 2020
In -paper I Half I Display I Horizontal
$2,016.00
16225 Impact Way, Suite 1
Pflugerville, TX 78660 Page 1 of 2
Office: (512) 989-1000
Fax: (512) 989-6809 Contract generated 9/4/2019 2 4428 PM
Exhibit "A"
Billing Contact Information Order: C135889v.0
Company. Cityof Round Rock- Downtown and Contact Courtney Ainsworth Address _221 E MAIN ST
City State. ZIP. _E1!aUNalc1QCK IX 7.HI54 E-mail cslr7swr�rth` � cd klexes,r�vv
Phone Billing notes
Form of payment ❑ Check Credit card F� ACW
hereby authorize Community Impact Newspaper to charge the contracted monthly amount to the credit card below. In the event that payment is not
processed successfully on the initial attempt, Community Impact Newspaper reserves the right to reprocess the card until payment is successfully obtained
Card number Expiration date Auth code.
Signatures
The individual signing this document below is an authorized signer for the Client and agrees to all details of this order as indicated on preceding pages, as well
as the terms and conditions below in their entirety.
Community Impact Newspaper Client (Advertiser/Agency authorized representative)
Signature � - Signature
-7--b 2,J _
Printed name Printed name
Title Date Title Date
Terms and Conditions
• Client acknowledges that any cancellations in the above spealicatnris andO schedule must be in wrong and must arrive at the Commuraty Impact Newspaper office 30 days ptbr to the next 'hear dale Any advertising cancelled
after Cut date may be charged at IOD% of the o0racied rale
• Ckenl understands Thal price of advertisement Is based on contract length, ad size and placement in the Display andlor Impact Deals section d the newspaper Client invoice will be adIusted lot the difference in price related to
any authorized oranges to ad size or piecemeal.
• Client acknowledges that any cancellations on DA1, or Stick Note insertions must be in writing and must ariW at the community Impact Newspaper office 9D days prior to the next 'Isar dale Any advertising tanoeMd after flus
date may be charged at 1009: of the contracted rate
• I contract is not fullilled for aainryuy reason, Client agrees to pay an'Earned Rale Adjustment'equal 10 the difference between the contract rale and the earned rate for each of the kdfdled insedions
• Cbent will be invoiced by tiusedhon approximately 25 business days poor to'In home' date Gert agrees to pay in full approximately 10 to 15 bruness days prior to 'in-home' date Advertisements running in more then one maiket
during the some month will be invoiced and paid as a group with the earliest issue
• community Inpad Newspaper reserves the IgM to hold the Giant Jointly and severally liable for such monies as are due and payable Dainquenl accounts we subject to collection actions and Client assumes responsibility for
collection and attorney tees
• Commmdy Yr I O Newspaper reserves the right at is absolute discretion. and at any fine. to cancel any advedksirg order or reject any advertising copy whether or not the same has already been acknowledged and,br
hed
• Ill avee pf
In tof in or omissions ate adverbsemeMsl Community Impact Newspaper's liabilt shad not exceed the value d the advertisement that ran n CommunityImpact
i cl Newspaper to run a 'mak aY Y Newspaper t is the policy W Community
tinge e�pood' advertisement in the meq issue
• Client assumes full iesponsibdtyr for ad content and agrees to indemnify and hold CAnamundy, Impact Newspaper harmless for violations of local, slate or federal statutes or legislation
• Client understands that price of agreement is based on total quantity not specific postal routes Client will be invoiced for changes that result in significant differences to route quantities Route quantities are subject to changedue
to roulne Post Office updates Minor Increases or deueases (.2%14 21.) will not affect price more signtrard changes to torte quantities may requite a Marge to the distribution plan, in which rase cleat will be contacted with au
available Options
• Community Dart Newspaper is not responsible far shipping costs and timely dd elivery products for insertion on'Distiibution only' quotes. Pioducl lar Distribution only' must arrive at the folbwaig address at least seven days
before 'n home' date. Boxes cost be labeled with business name number of boxes and quantity of inserts in each box
community Impact Printing
18121 Impact Way
Pftupervllle, l7( 7861110
• For distribution-oNyoaggreements client agrees to send their Community impact Newspaper account executive a dgtaf proof N the final insert print to shipping Client agrees that d actual inserts received are dtlerenl than what is
stated In this order eddituonaf charges may apply
• Relu rned checks are subjed to a S25 00 retain fee
16225 Impact Way, Suite 1
Pfiugerville, TX 78660
Office: (512) 989-1000
Fax: (512) 989-6809
Page 2 of 2
Contract generated 9/412019 2 4428 PM
City of Round Rock
tROOUNO
ROCK
XAgenda Item Summary
Agenda Number:
Title: Consider executing an Agreement with Community Impact Newspaper for
Downtown and Topical Advertising.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 10/18/2019
Dept Director: Will Hampton, Communications Director
Cost: $14,112.00
Indexes: RR Transportation and Economic Development Corporation (Type B)
Attachments: Agreement, LAF
Department: Communications and Marketing Department
Text of Legislative File CM -2019-0307
This contract with Community Impact includes 7 half -page ads focused on our Downtown
branding and events. The terms of the agreement are for 12 months from effective date.
Cost: $14, 112.00 (Not to exceed that amount)
Source of Funds: RR Transportation & Economic Development Corporation (Type B)
City of Round Rock Page 1 Printed on 4011812019