Contract - Community Impact Newspaper - 10/22/2020 CITY OF ROUND ROCK
PROFESSIONAL CONSULTING SERVICES AGREEMENT
FOR DESIGN, PRINTING AND DISTRIBUTION OF
SUMMER GUIDES WITH
COMMUNITY IMPACT NEWSPAPER
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
That this Professional Consulting Services Agreement for the design, printing, and
distribution of summer guides (referred to herein as the "Agreement") is made and entered into
on this the 1,4 day of the month of <f61+-aZ4jz- , 2020, 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 "Consultant"). This Agreement supersedes and replaces any
previous agreement between the named parties, whether oral or written, and whether or not
established by custom and practice.
RECITALS:
WHEREAS, City desires to obtain professional consulting services related to the design,
printing, and distribution of summer guides; and
WHEREAS,the City desires to contract with Consultant for said professional consulting
services; 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, the 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 Consultant
whereby City agrees to purchase specified services and Consultant is obligated to provide same.
The Agreement includes any exhibits, addenda, and or amendments thereto.
00453835/ss2
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B. City means the City of Round Rock, Williamson and Travis Counties, Texas.
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. Services mean work performed to meet a demand or effort by Consultant to
comply with promised delivery dates, specifications, and technical assistance specified.
2.0 EFFECTIVE DATE, DURATION, AND TERM
A. This Agreement shall be effective on the date this Agreement has been signed by
each party hereto, and shall remain in full force and effect unless and until it expires by operation
of the term indicated herein, or is terminated or extended as provided herein.
B. This Agreement shall be for sixty (60) months from the effective date hereof.
C. City reserves the right to review the relationship with Consultant at any time, and
may elect to terminate this Agreement with or without cause or may elect to continue.
3.0 SCOPE OF SERVICES
Consultant has issued its proposal for services, such proposal for services being attached
to this Agreement as Exhibit "A" titled "Scope of Services," which shall be referred to as the
Scope of Services of this Agreement and incorporated herein by reference for all purposes.
Consultant shall satisfactorily provide all services described herein and as set forth in
Exhibit "A." Consultant shall perform services in accordance with this Agreement, in
accordance with the appended Scope of Services and in accordance with due care and prevailing
consulting industry standards for comparable services.
4.0 LIMITATION TO SCOPE OF SERVICES
Consultant's undertaking shall be limited to performing services for City and/or advising
City concerning those matters on which Consultant has been specifically engaged. Consultant
and City agree that the Scope of Services to be performed is enumerated in Exhibit "A" and
herein, and may be increased during the term of the Agreement, but only with a written
Supplemental Agreement executed by both parties as described in Section 10.0.
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5.0 CONTRACT AMOUNT
In consideration for the professional consulting services to be performed by Consultant,
City agrees to pay Consultant an amount not-to-exceed Three Hundred Twenty-Six Thousand
and No/100 Dollars ($326,000.00)to be paid as set forth in Exhibit "A" and herein.
6.0 INVOICE REQUIREMENTS; TERMS OF PAYMENT
Invoices: To receive payment, Consultant shall prepare and submit detailed invoices to
the City, in accordance with the delineation contained herein, for services rendered. Such
invoices for professional services shall track the referenced Scope of Work, and shall detail the
services performed, along with documentation for each service performed. Payment to
Consultant shall be made on the basis of the invoices submitted by Consultant and approved by
the City. Such invoices shall conform to the schedule of services and costs in connection
therewith.
Should additional backup material be requested by the City relative to service
deliverables, Consultant shall comply promptly. In this regard, should the City determine it
necessary, Consultant shall make all records and books relating to this Agreement available to
the City for inspection and auditing purposes.
Payment of Invoices: The City reserves the right to correct any error that may be
discovered in any invoice that may have been paid to Consultant and to adjust same to meet the
requirements of this Agreement. Following approval of an invoice, the City shall endeavor to pay
Consultant promptly, but no later than the time period required under the Texas Prompt Payment
Act described in Section 8.0 herein. Under no circumstances shall Consultant be entitled to
receive interest on payments which are late because of a good faith dispute between Consultant
and the City or because of amounts which the City has a right to withhold under this Agreement
or state law. The City shall be responsible for any sales, gross receipts or similar taxes
applicable to the services, but not for taxes based upon Consultant's net income.
7.0 INSURANCE
Consultant shall meet all City of Round Rock Insurance Requirements set forth at:
https://www.roundrocktexas.mov/wp-content/uploads/2014/12/corr insurance 07.20112.12df
8.0 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by the City to Consultant will be made within thirty (30) days of the date the City receives
goods under this Agreement, the date the performance of the services under this Agreement are
completed, or the date the City receives a correct invoice for the goods or services, whichever is
later. Consultant may charge interest on an overdue payment at the "rate in effect"on September
1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to
payments made by the City in the event:
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(a) There is a bona fide dispute between the City and Consultant, a contractor,
subcontractor, or supplier about the goods delivered or the service performed
that cause the payment to be late; or
(b) There is a bona fide dispute between Consultant 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
(c) The terms of a federal contract, grant, regulation, or statute prevent the City
from making a timely payment with federal funds; or
(d) The invoice is not mailed to the City in strict accordance with any instruction
on the purchase order relating to the payment.
9.0 NON-APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of the City's current revenues only. It is understood and
agreed that the City shall have the right to terminate this Agreement at the end of any City fiscal
year if the governing body of the City does not appropriate funds sufficient to purchase the
services as determined by the City's budget for the fiscal year in question. The City may affect
such termination by giving Consultant a written notice of termination at the end of its then-
current fiscal year.
10.0 SUPPLEMENTAL AGREEMENT
The terms of this Agreement may be modified by written Supplemental Agreement
hereto, duly authorized by City Council or by the City Manager, if the City determines that there
has been a significant change in (1) the scope, complexity, or character of the services to be
performed; or (2) the duration of the work. Any such Supplemental Agreement must be
executed by both parties within the period specified as the term of this Agreement. Consultant
shall not perform any work or incur any additional costs prior to the execution, by both parties,
of such Supplemental Agreement. Consultant shall make no claim for extra work done or
materials furnished unless and until there is full execution of any Supplemental Agreement, and
the City shall not be responsible for actions by Consultant nor for any costs incurred by
Consultant relating to additional work not directly authorized by Supplemental Agreement.
11.0 TERMINATION; DEFAULT
Termination: It is agreed and understood by Consultant that the City or Consultant may
terminate this Agreement for the convenience of the City or Consultant, upon thirty (30) days'
written notice to Consultant or City, with the understanding that immediately upon receipt of
said notice all work being performed under this Agreement shall cease. Consultant shall invoice
the City for work satisfactorily completed and shall be compensated in accordance with the terms
hereof for work accomplished prior to the receipt of said notice of termination. Consultant shall
not be entitled to any lost or anticipated profits for work terminated under this Agreement.
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Unless otherwise specified in this Agreement, all data, information, and work product related to
this Project shall become the property of the City upon termination of this Agreement, and shall
be promptly delivered to the City in a reasonably organized form without restriction on future
use. Should the City subsequently contract with a new Consultant for continuation of service on
the Project, Consultant shall cooperate in providing information.
Termination of this Agreement shall extinguish all rights, duties, and obligations of the
terminating party and the terminated party to fulfill contractual obligations. Termination under
this section shall not relieve the terminated party of any obligations or liabilities which occurred
prior to termination.
Nothing contained in this section shall require the City to pay for any work which it
deems unsatisfactory or which is not performed in compliance with the terms of this Agreement.
Default: Either party may terminate this Agreement, in whole or in part, for default if
the Party provides the other Party with written notice of such default and the other fails to
satisfactorily cure such default within ten (10) business days of receipt of such notice (or a
greater time if agreed upon between the Parties).
If default results in termination of this Agreement, then the City shall give consideration
to the actual costs incurred by Consultant in performing the work to the date of default. The cost
of the work that is useable to the City,the cost to the City of employing another firm to complete
the useable work, and other factors will affect the value to the City of the work performed at the
time of default. Neither party shall be entitled to any lost or anticipated profits for work
terminated for default hereunder.
The termination of this Agreement for default shall extinguish all rights, duties, and
obligations of the terminating Party and the terminated Party to fulfill contractual obligations.
Termination under this section shall not relieve the terminated party of any obligations or
liabilities which occurred prior to termination.
Nothing contained in this section shall require the City to pay for any work which it
deems unsatisfactory, or which is not performed in compliance with the terms of this Agreement.
12.0 NON-SOLICITATION
Except as may be otherwise agreed in writing, during the term of this Agreement and for
twelve (12) months thereafter, neither the City nor Consultant shall offer employment to or shall
employ any person employed then or within the preceding twelve (12) months by the other or
any affiliate of the other if such person was involved,directly or indirectly, in the performance of
this Agreement. This provision shall not prohibit the hiring of any person who was solicited
solely through a newspaper advertisement or other general solicitation.
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13.0 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, and is not the City's employee. Consultant's
employees or subcontractors are not the City's employees. This Agreement does not create a
partnership, employer-employee, or joint venture relationship. No party has authority to enter
into contracts as agent for the other party. Consultant and the City agree to the following rights
consistent with an independent contractor relationship:
(1) Consultant has the right to perform services for others during the term hereof.
(2) Consultant has the sole right to control and direct the means, manner and method
by which it performs its services required by this Agreement.
(3) Consultant has the right to hire assistants as subcontractors, or to use employees
to provide the services required by this Agreement.
(4) Consultant or its employees or subcontractors shall perform services required
hereunder, and the City shall not hire, supervise, or pay assistants to help
Consultant.
(5) Neither Consultant nor its employees or subcontractors shall receive training from
the City in skills necessary to perform services required by this Agreement.
(6) City shall not require Consultant or its employees or subcontractors to devote full
time to performing the services required by this Agreement.
(7) Neither Consultant nor its employees or subcontractors are eligible to participate
in any employee pension, health, vacation pay, sick pay, or other fringe benefit
plan of the City.
14.0 CONFIDENTIALITY; MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by the City for use by Consultant
in connection with services to be performed under this Agreement, and any and all data and
information gathered by Consultant, shall be held in confidence by Consultant as set forth
hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of any
proprietary or confidential information relative to this Agreement, and to not make any use
thereof other than for the performance of this Agreement, provided that no claim may be made
for any failure to protect information that occurs more than three (3) years after the end of this
Agreement.
The parties recognize and understand that the City is subject to the Texas Public
Information Act and its duties run in accordance therewith.
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All data relating specifically to the City's business and any other information which
reasonably should be understood to be confidential to City is confidential information of City.
Consultant's proprietary software, tools, methodologies, techniques, ideas, discoveries,
inventions, know-how, and any other information which reasonably should be understood to be
confidential to Consultant is confidential information of Consultant. The City's confidential
information and Consultant's confidential information is collectively referred to as "Confidential
Information." Each party shall use Confidential Information of the other party only in
furtherance of the purposes of this Agreement and shall not disclose such Confidential
Information to any third party without the other party's prior written consent, which consent
shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the
confidentiality of the other party's Confidential Information and to advise their employees of the
confidential nature of the Confidential Information and of the prohibitions herein.
Notwithstanding anything to the contrary contained herein, neither party shall be
obligated to treat as confidential any information disclosed by the other party (the "Disclosing
Party") which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing
Party; (2) is released by the Disclosing Party to any other person or entity (including
governmental agencies) without restriction; (3) is independently developed by the recipient
without any reliance on Confidential Information; or (4) is or later becomes publicly available
without violation of this Agreement or may be lawfully obtained by a party from any non-party.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential Information
of the other to a third party as may be required by law, statute, rule or regulation, including
subpoena or other similar form of process, provided that (without breaching any legal or
regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall
preclude or limit Consultant from providing similar services for other clients.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential
Information of the other to a third party as may be required by law, statute, rule or regulation,
including subpoena or other similar form of process, provided that (without breaching any legal
or regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall
preclude or limit Consultant from providing similar services for other clients.
Neither the City nor Consultant will be liable to the other for inadvertent or accidental
disclosure of Confidential Information if the disclosure occurs notwithstanding the party's
exercise of the same level of protection and care that such party customarily uses in safeguarding
its own proprietary and confidential information.
Notwithstanding anything to the contrary in this Agreement, the City will own as its sole
property all written materials created, developed, gathered, or originally prepared expressly for
the City and delivered to the City under the terms of this Agreement (the "Deliverables"); and
Consultant shall own any general skills, know-how, expertise, ideas, concepts, methods,
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techniques, processes, software, or other similar information which may have been discovered,
created, developed or derived by Consultant either prior to or as a result of its provision of
services under this Agreement (other than Deliverables). Consultant shall have the right to retain
copies of the Deliverables and other items for its archives. Consultant's working papers and
Consultant's Confidential Information (as described herein) shall belong exclusively to the
Consultant. "Working papers" shall mean those documents prepared by Consultant during the
course of performing the Project including, without limitation, schedules, analyses,
transcriptions, memos, designed and developed data visualization dashboards and working notes
that serve as the basis for or to substantiate the Project. In addition, Consultant shall retain sole
and exclusive ownership of its know-how,concepts,techniques, methodologies, ideas,templates,
dashboards, code and tools discovered, created or developed by Consultant during the
performance of the Project that are of general application and that are not based on City's
Confidential Information hereunder (collectively, "Consultant's Building Blocks"). To the
extent any Deliverables incorporate Consultant's Building Blocks, Consultant gives City a non-
exclusive, non-transferable, royalty-free right to use such Building Blocks solely in connection
with the deliverables. Subject to the confidentiality restrictions mentioned above, Consultant
may use the deliverables and the Building Blocks for any purpose. Except to the extent required
by law or court order, City will not otherwise use, or sublicense or grant any other party any
rights to use, copy or otherwise exploit or create derivative works from Consultant's Building
Blocks.
City shall have a non-exclusive, non-transferable license to use Consultant's Confidential
Information for City's own internal use and only for the purposes for which they are delivered to
the extent that they form part of the Deliverables.
15.0 WARRANTIES
Consultant represents that all services performed hereunder shall be performed consistent
with generally prevailing professional or industrial standards, and shall be performed in a
professional and workmanlike manner. Consultant shall re-perform any work not in compliance
with this representation.
16.0 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to the requirements of the City or of this
Agreement, then and in that event the City shall give written notification to Consultant;
thereafter, (a) Consultant shall either promptly re-perform such services to the City's satisfaction
at no additional charge, or (b) if such deficient services cannot be cured within the cure period
set forth herein,then this Agreement may be terminated for default.
In no event will Consultant be liable for any loss, damage, cost or expense attributable to
negligence, willful misconduct or misrepresentations by the City, its directors, employees or
agents.
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Neither party's liability, in contract, tort (including negligence) or any other legal or
equitable theory, (a) shall exceed the professional fees paid or due to Consultant pursuant to this
Agreement or (b) include any indirect, incidental, special, punitive or consequential damages,
even if such party has been advised of the possibility of such damages. Such excluded damages
include, without limitation, loss of data, loss of profits and loss of savings of revenue.
17.0 INDEMNIFICATION
Consultant shall save and hold harmless City and its officers and employees from all
claims and liabilities due to activities of his/her/itself and his/her/its agents or employees,
performed under this Agreement, which are caused by or which result from the negligent error,
omission, or negligent act of Consultant or of any person employed by Consultant or under
Consultant's direction or control.
Consultant shall also save and hold City harmless from any and all expenses, including
but not limited to reasonable attorneys' fees which may be incurred by City in litigation or
otherwise defending claims or liabilities which may be imposed on City as a result of such
negligent activities by Consultant, its agents, or employees.
18.0 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 may
assign any rights or delegate any duties under this Agreement without the other party's prior
written approval, which approval shall not be unreasonably withheld.
19.0 LOCAL, STATE AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing services under this Agreement. The City will not do the following:
(1) Withhold FICA from Consultant's payments or make FICA payments on its
behalf;
(2) Make state and/or federal unemployment compensation contributions on
Consultant's behalf; or
(3) Withhold state or federal income tax from any of Consultant's payments.
If requested, the City shall provide Consultant with a certificate from the Texas State
Comptroller indicating that the City is a non-profit corporation and not subject to State of Texas
Sales and Use Tax.
20.0 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. Consultant, its subconsultants, agents, employees and subcontractors shall use
best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of
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the City of Round Rock, as amended, and with all applicable rules and regulations promulgated
by local, state and national boards, bureaus and agencies. Consultant shall further obtain all
permits, licenses, trademarks, or copyrights required in the performance of the services
contracted for herein, and same shall belong solely to the City at the expiration of the term of this
Agreement.
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: (1) does not boycott Israel; and (2) will not boycott
Israel during the term of a contract. The signatory executing this Agreement on behalf of
Consultant verifies Consultant does not boycott Israel and will not boycott Israel during the term
of this Agreement.
21.0 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents that Consultant, its officers, employees, agents,
subconsultants and subcontractors will have no financial interest, direct or indirect, in the
purchase or sale of any product, materials or equipment that will be recommended or required
hereunder.
22.0 DESIGNATION OF REPRESENTATIVES
The City hereby designates the following representative authorized to act on its behalf
with regard to this Agreement:
Roger Heaney
Marketing Specialist
301 West Bagdad Avenue, Suite 250
Round Rock, TX 78664
(512) 341-3361
rheaney(&roundro cktexas.gov
23.0 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
(1) When delivered personally to recipient's address as stated herein; 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.
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Notice to Consultant:
Community Impact Newspaper
16225 Impact Way
Pflugerville, TX 78660
Notice to City:
City Manager, City of Round Rock
221 East Main Street
Round Rock, TX 78664
AND TO:
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of the City and Consultant.
23.0 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 Texas.
24.0 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including exhibits, constitute the entire
agreement between the parties and supersede all previous communications, representations, and
agreements, either written or oral, with respect to the subject matter hereof. The parties
expressly agree that, in the event of any conflict between the terms of this Agreement and any
other writing, this Agreement shall prevail. No modifications of this Agreement will be binding
on any of the parties unless acknowledged in writing by the duly authorized governing body or
representative for each party.
25.0 DISPUTE RESOLUTION
The City and Consultant 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.
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26.0 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion of 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 of
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 Article shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
27.0 STANDARD OF CARE
Consultant represents that it is specially trained, experienced and competent to perform
all of the services, responsibilities and duties specified herein and that such services,
responsibilities and duties shall be performed, whether by Consultant or designated
subconsultants, in a manner acceptable to the City and according to generally accepted business
practices.
28.0 GRATUITIES AND BRIBES
City, may by written notice to Consultant, cancel this Agreement without incurring any
liability to Consultant if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Consultant or its agents or
representatives to any City Officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Consultant may be subject to penalties stated in
Title 8 of the Texas Penal Code.
29.0 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 an anticipatory repudiation of this Agreement.
30.0 MISCELLANEOUS PROVISIONS
Time is of the Essence. Consultant agrees that time is of the essence and that any failure
of Consultant to complete the services for each Phase of this Agreement within the agreed
Exhibit "A"may constitute a material breach of the Agreement.
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Consultant shall be fully responsible for its delays or for failures to use reasonable efforts
in accordance with the terms of this Agreement. Where damage is caused to City due to
Consultant's failure to perform in these circumstances, City may withhold, to the extent of such
damage, Consultant's payments hereunder without a waiver of any of City's additional legal
rights or remedies. City shall render decisions pertaining to Consultant's work promptly to avoid
unreasonable delays in the orderly progress of Consultant's work.
Force Majeure. Notwithstanding any other provisions hereof to the contrary, no failure,
delay or default in performance of any obligation hereunder shall constitute an event of default
or breach of this Agreement, only to the extent that such failure to perform, delay or default
arises out of causes beyond control and without the fault or negligence of the party otherwise
chargeable with failure, delay or default; including but not limited to acts of God, acts of public
enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters
or other casualties, strikes or other labor troubles, which in any way restrict the performance
under this Agreement by the parties.
Section Numbers. The section numbers and headings contained herein are provided for
convenience only and shall have no substantive effect on construction of this Agreement.
Waiver. No delay or omission by either party in exercising any right or power shall
impair such right or power or be construed to be a waiver. A waiver by either party of any of the
covenants to be performed by the other or any breach thereof shall not be construed to be a
waiver of any succeeding breach or of any other covenant. No waiver of discharge shall be valid
unless in writing and signed by an authorized representative of the party against whom such
waiver or discharge is sought to be enforced.
Multiple Counterparts. This Agreement may be executed in multiple counterparts,
which taken together shall be considered one original. The City agrees to provide Consultant
with one fully executed original.
[Signatures on the following page.]
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IN WITNESS WHEREOF, City and Consultant have executed this Agreement on the
dates indicated.
COMMUNITY I(M�PACT NEWSPAPER
By: �v�an�'o ( J
Printed Name: �►i"r���� 1Ccr
Title: r^c ro
Date Signed: Ot is ao
CITY OF KND RO ,TEXAS
By: _ 0�
Printed Name: I
Title: ",go
Date Signed: �� • 2 • ?.d
ATTEST:
Sara L. White, City Clerk
FOR CI I , APPROVED AS TO FORM:
Stephan L. heets, City Attorney
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COMMUNrrY Exhibit "A" 16225 Impact Way, Ste. 1
IMPACT Pflugerville, TX 78660
Office: (512) 989-6808
�� NEWSPAPER
IOGI USEEUE EVERYONE f.ETS Fax: (512)989-6809
ADVERTISING ORDER FORM www.communityimpact.com
Company Information
Business name City of Round Rock(Parks& Rec. Dept.) Contact name Roger Heaney
Contact email rheaney@roundrocktexas.gov Contact phone 512-341-3361
Mailing address 301 W. Bagdad Ave #250 City,state,ZIP Round Rock, Tx 78664
In-PaperDigital Order
Market
.-
Market Month Year Size Section Rate'(subject to
change)
Round Rock/Pflugerville/Hutto March 2021 TBD(est. 80 pages) around Spring Program $.99 per=Total
34k total copies Guide of $32,537.39
Round Rock/Pflugerville/Hutto March 2022 TBD(est. 68-80 pages) Spring Program Based on Page
Guide Count
Round Rock/Pflugerville/Hutto March 2023 TBD(est. 68-80 pages) Spring Program Based on Page
Guide Count
Round Rock/Pflugerville/Hutto March 2024 TBD(est. 68-80 pages) Spring Program Based on Page
Guide Count
Round Rock/Pflugerville/Hutto March 2025 TBD(est. 68-80 pages) Spring Program Based on Page
Guide Count
Round Rock/Pflugerville/Hutto August 2021 TBD(est. 80 pages) around Fall Program Guide $.99 per=Total
34k total copies of$32,537.39
Round Rock/Pflugerville/Hutto August 2022 TBD(est. 68-80 pages) Fall Program Guide Based on Page
Count
Round Rock/Pflugerville/Hutto August 2023 TBD(est. 68-80 pages) Fall Program Guide Based on Page
Count
Round Rock/Pflugerville/Hutto August 2024 TBD(est. 68-80 pages) Fall Program Guide Based on Page
Count
Round Rock/Pflugerville/Hutto August 2025 TBD(est. 68-80 pages) Fall Program Guide Based on Page
Count
Billin Contact Information
Billing contact name(if different)
Billing email and phone
The individual signing this document is an authorized signer for the Client and agrees to all details of this order,as well as the terms and conditions listed on page 2 in their entirety.
Community Impact Newspaper Client(Advertiser/Agency authorized representative)
Signature Signature
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Printed name Printed name
Q,�tJ,�S�cr
Title Title
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Date Date
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Email(s):
Page 1 of 2
Exhibit "A"
COMMUNITY 16225 Impact Way, Ste. 1
IMPACT Pflugerville,TX 78660
_ Office: (512)989-6808
GEIS lII
al Fax: (512)989-6809
1001.VS[IVl [V(P10"[
Terms and Conditions www.communityimpact.com
• Community Impact reserves the right to revise the prices annually on or before each fulfillment month to reflect any increases in cost for paper,
postage,or other costs associated with fulfilling the contract.The increase in cost shall be no greater than the actual percent increase in the cost
incurred.
• Client will be invoiced by insertion approximately 20 business days prior to delivery date.Client agrees to pay in full 10 business days prior to
delivery date.Advertisements running in more than one market during the same month will be invoiced and paid as a group according to the
earliest date.
• If a credit card has been provided by the Client,by signing this agreement the Client authorizes Community Impact Newspaper to charge the
contracted monthly amount to the credit card.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.
• Client understands that advertising rates are based on contract length,ad size,placement and terms for the Display and/or Impact Deals section
of our products.Client invoice will be adjusted for the difference in price related to any authorized changes to these specifications.
• If contract is not fulfilled for any reason,Client agrees to pay an"Earned Rate Adjustment"(ERA)equal to the difference between the contract
rate and the earned rate for each of the fulfilled insertions.
• Client acknowledges that any cancellations in the contract specifications must be in writing and arrive at the Community Impact Newspaper office
30 days prior to the next"final"date.Any advertising scheduled to run within this 30 day period and cancelled may be charged at 100%of the
contracted rate.For advertising cancelled in future months,see bullet point regarding Community Impact Newspaper's Earned Rate Adjustment
(ERA)policy.
• Client acknowledges that any cancellations of inventoried products including DAL Postcards,Sticky Notes or the Sticky/Insert Combo must be in
writing and must arrive at the Community Impact Newspaper office 90 days prior to the next"final"date.Any advertising cancelled after this date
may be charged at 100%of the contracted rate.
• For DAUSOLO Postcards,Sticky Notes, Inserts and/or the Sticky/Insert Combo,client understands that price of agreement is based on total
quantity,not specific postal routes. Route quantities are subject to change due to routine USPS updates.Minor increases or decreases could
occur and will affect delivery(+2%/-2%)but will not affect price;more significant changes to route quantities may require a change to the
distribution plan,in which case client will be contacted with all available options.
• For SOLO Postcards,delivery dates are guidelines based on USPS standard mail delivery windows.Community Impact Newspaper is a
permitted reseller of postage products which must be verified and accepted by USPS.Once mail is accepted,it becomes USPS property and
must meet federally regulated service standards,however this does not equate to a specific delivery date and Community Impact Newspaper
offers no warranty,guarantee or other promises of delivery timeline once USPS takes possession of the mail.
• Community Impact Newspaper reserves the right to hold the Client jointly and severally liable for such monies as are due and payable.
Delinquent accounts are subject to collection actions and Client assumes responsibility for collection and attorney fees.
• Client assumes full responsibility for ad content and agrees to indemnify and hold Community Impact Newspaper harmless for violations of local,
state or federal statutes or legislation.
• Community Impact Newspaper reserves the right at its absolute discretion,and at any time,to cancel any advertising order or reject any
advertising copy,whether or not the same has already been acknowledged and/or previously published.
• In the event of errors in or omissions of any advertisement(s),Community Impact Newspaper's liability shall not exceed the value of the
advertisement that ran with Community Impact Newspaper.It is the policy of Community Impact Newspaper to run a"make-good"advertisement
in the next available issue or product where relevant.
• Returned checks are subject to a$25.00 return fee.
5/21/20
Page 2 of 2
CERTIFICATE OF INTERESTED PARTIES FORM 1295
lofl
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business, 2020-669815
JG Media dba Community Impact Newspaper
Pflugerville,TX United States Date Filed:
2 Name of governmental entity or state agency that is a parry to the contract for which the form is 09/21/2020
being filed.
City of Round Rock Date Acknowledged:
g Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided uncle.the contract.
Summer Program Guide
Design&Printing of Summer Program Guide
Nature of interest
4
Name of Interested Parry City,State,Country(place of business) (check applicable)
Controlling Intermediary
5 Check only if there is NO Interested Party. ❑
X
6 UNSWORN DECLARATION
,/�
My name is lVll Y t r�V�✓Uy`� and my date of birth is
My address is .22� ' Q vv Y V _, t ,-,__ tf ll O L,�/ t .
(street) J, ( ' ) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
r B I�
Executed in (QA nC County, State of on the 2! /day of /�,��`��� 03a-
(mentn) (year)
'gnature of a he ized a ent f contracting b entity
Z;)
y
(Decl an
Forms provided by Texas Ethics Commission www.e h' .state,tx.us Version V1.1.3a6aaf7d
CERTIFICATE OF INTERESTED PARTIES FORM 1295
10f1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. i 2020-669815
JG Media dba Community Impact Newspaper
Pflugerville,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 09/21/2020
being filed.
City of Round Rock Date Acknowledged:
09/21/2020
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
Summer Program Guide
Design&Printing of Summer Program Guide
Nature of interest
4
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
5 Check only if there is NO Interested Party. ❑
X
6 UNSWORN DECLARATION
My name is and my date of birth is
My address is
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in County, State of on the day of ,20
(month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.3a6aaf7d