CM-08-07-185CVBHotRates.com
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CVBHotRates.com LLC
CVB Participation
Insertion Order
0 8s 0 3 c
This AGREEMENT is made by and between CVBHotRates.com LLC and C STY Q F MAWS?
X17 004 R-• (Hereinafter referred to as "Participant') With the following
address: (Ad notices are to be sent to Participant and to CVBHotRates.com at the below eddress) •nt A S
(\ B 1yk°Ir\tali0V'
Contact: ?JAW Y YA w !s c • 0. M. E. D I tteEc.T IRft C -J fg
Address: 120 S. pl;tGtowr.l ST
City: Rdu, p State T)C Zip: _--3tPhone: sit. ZIf• '?oZ3 Fax: y12.3 t• 3153
E-mail: rya n round-rock?"K us
P\R}t( IVA 1I(1\ HAW,
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1. CVBHotRates Program. Partkipantion includes managing a destination pmfite and soliciting support from bureau mender bossiness for dr purposes of including images, group rates,
and available dates on CVBHotRates.com and/or other promotional webaitcs collectively referred to as «CVBHotRates Program ».
2. CVBHotRates.com shall furnish Participant with log in infonnation in the form of an email. Participant agrees to peform set-up procedures and to continua to update profile infbnnation
on an as needed basis. Participant represents and warrants that it has the right to authourize CVBIIotRates.coin LLC to use its name, logo. images, data, etc.
3. Design. Participant acknowledges and egrets that the design and shape shall be subject to the requiremems and limitations of the Web Site. CVSHotRates.com LLC reserves the right to
make such adjustments in the shape, exact sae, and attributes in order to make it !traction within the Web She. provided. however, such adjustments shall not materially alter the actual
hotel profile data as entered by participant.
4. Participant agrees to provide marketing support as determined sorey by CVBHotRates.com LLC. Participant agrees to keep current with marketing action items and use best efforts to
support the program through out the term of participation. Participant agrees to promptly respond to all CVBHotRates Program corrrtarrications.
Term
Inventory Type
Participation
Fee
Total
Contract
Price
Comments
12
months
Destination Marketing Program
Featured listings: CVBHotRates.com,
FamilyReunionHotels.com, PlannerPerks.com,
and Convention-Caleatdar.txnn
Includes outbound marketing campaign
Destination Landing Page
$3500.00
$3500.00
Direct link to CVB Website and Key contact
information
Included
Lead Tracking and Reporting
Included
Private label search & RFP engine
Included
Total* $3500.00
*Total does not include applicable sales taxes.
The above information applies to a 12 -month (renewable) contract at the specified rates.
Payment Options: Payment covers participation and fees for CVB & member properties for 12 months
The undersigned agrees to pay the above stated charges and understands that the contract will autamaticalsy renew unless cancelled (see page 2). By signing, you
agree to the Terms and Conditions attached as page 2.
Executed this) I day of •J Lti: , 2001.
VBHotRates.com LLC
By CJ
Name: Donovan M. Shia
Title: President
All participation orders subject to CVIIHotRatesco►a, LLC Terms and Coalitions arta (see page 2/2)
0 2007 CVBHotRates.com LLC
I /7
CVBHotRates.com
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CVBHotRates.com LLC Terms and Conditions
1. Purpose. CVBHotRates.com LLC., a Testas corporation with its principal place of business located et 13942 Primavera, Corpus Christi, Texas 78418 and the exclusive provider of Internet web
site services to www.evbhatrates.com or snub other web sites (the "Web Site"), hereby agrees to provide advertising media space on the Web Site and to arrange for certain related services.
(collectively, the "Advertisement"), subject to the teens and conditions of this Agreement.
2. Payment and Payment Teras. in total and fermi consideration for the services to be provided by CVBHotRares.com as set forth herein, Customer shall pay CVBHotRates.com the sum of
$3500.00 due and payable upon the execution of this Agreement. Said payments shall entitle Customer and its member hetet% to receive leads generated from the Web Site free of charge rix the
first 12 months.
3. Teras and Termination, This Agteement shall commence on the Effective Date (as defined heroin) and, unless terminated earlier as provided herein, shall continue for an initial term of one (1)
year (the "Initial Terra') from the date of execution by the Customer (the "Effective Date"), and will automatically renew for widitional periods of one (1) year tenn (each an "Additional Term"),
unless written notticadon of non -renewal is provided by either patty to the other party at least thirty (30) days prior to de expiration of the Initial Tenn or of the Additional Term, if applicable,
or unless otherwise terminated as provided herein .
CVBHotRates.com LLC, Reserves the right to terminate this Agreement in the evert that the Customer faila to make the paynwute as set forth in Section 2 above. In the event of arty such
termination. Customer shalt immediately pay for any and all Advertisement services rendered up to the time of such termination Customer may terminate this Agreement at any time without
incurring liability of any kind in the event that CVBAotRates.eom breaches Sections Seven (7) and Eight (8) and such breach contuses and is not cured for more than thirty (30) days after
receiving from the Customer written notice regarding the breach.
In addition to any other rights and remedies at law, either party hereto may, by giving written notice to the other party, immediately terminate this Agreement in the event that the other party (i) is
declared insolvent either in hankrptcy proceedings or other legal proceeding or (h) goes into voluntary or involuntary liquidation. Upon termination or expiration of this Agreement for any
reason, each patty shall immediately cease to use any of the otherpany's marks and promotional materials including, without limitation, removing Customer IP and any other Customer -provided
materials from the Web Site.
4. All tights, title and interest (including copyright) in and to program participation and its placement in the web Site are reserved to CVBHotRates.com LLC, Participant acknowledges and agrees
that C VBHotRates,com LLC is and shall remain the owner of all design work, infornetion and technical enhancements incorporated into the Web Site in connection with Participation, except
for the designs. marks and other copyrightable materials (collectively, the "Participant Data`) provided by the Participant to CVBHntRatea.com LLC pursuant se this Agreement The parties
hereby acknowledge and agree that the Participant owes and shall continue to own any and all interests Mend rights to Participant Data. except that the Participant hereby grates to
CVBHotRates.com LLC a non-exclusive, non -perpetual and limited license to use such Participant Data for purpose of participation under this Agreement, lrchdin but not limited to the design
and posting on the Web Site, g gum
5. Representations and Warranties, Each party hereby represents and warrants that (i) such party is duly organized and validly existing under the laws of the state of its incorporation and has
full corporate power and authority to enter into this Agreement and to carry out the provisions hello!~ (ii) such patty is duly authrtized to execute and deliver this Appseenent and to perform its
obligations hereunder, (iii) this Agreement is a keel and valid obligation binding upon h and enforceable with its terms. The execution, delivery and performance of this Agrees ent by such
party does not conflict with any agreement, instrument or understatding, oral or written to which it is a party or by which it may be bowl, nor violate any law or regulation of any court,
gtavemmental body or adminisie tive or other agency ievin g juriadirion over it and (iv) such party has the full and exclusive right to grant or otherwise permit the other party to use the
trademarks, logos and trade names as set forth in this Agreement, and that it is aware of no claims by any thins parties adverse to any of such trademarks, logos and trade tastes.
6. Fore Majeure. If the performance of this Agreement or any obligation hereunder is prevented, restricted or interfered with by any act or condition whatsoever beyond the reasonable control of
the affected party. the party so affected, upon giving prompt written notice to the other party, shall be excused from such performance, mance, except for the caking of payments hereunder, to the extent
of such prevention, restriction or interfbrenxe. The other party may terminate this Agreenent without incurring any liability, however, in the event that the excused party's inability to perform
continuos for more than thirty (30) days.
7. Nonwa1ver. The parties hereto agree that a waiver of a breach or default under this Agreement shall not constitute a waiver of any subsequent breach or default. The parties also agree that no
failure to exercise or delay in exercising any right under this Agreement on the part of either party shall operate as a waiver of any such right.
8. Waiver of Implied Warranties and Limitadons PARTICIPATN ACKNOWLEDGES THAT PARTICIPATION IS BEING PROVIDED BY CVBHOTRATES.COM LLC AND WITHOUT
ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. Except as provided for in Section 12, CVBHOTRATES.COM LLC SHALL NOT
BE LIABLE TO PARTICIPANT OR ANY OTHER PERSON FOR ANY DAMAGES, INCLUDING ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, EXPENSES, LAST
PROFITS, LOST SAVINGS, OR OTHER DAMAGES ARISING OUT OF THE SUBJECT MATTER OF TILLS AGREEMENT,
9. indemnification. Participant agrees to protect. defend, indemnify and hold harmless CVBHotRates.com LLC, its directors, officers, employees, representatives, predecessors, successors and
assigns, of and from any and all claims, demands, eases of action and liability, including without limitation, investigation expenses, writ costs and reasonable attorney's fees, ening out of or
related to any service that has been or will be provided to C VBHotRates,com LLC pursuant to this Agreement.
The parties agree that the foregoing indemnity obligations shall survive tine termination or expiration of this Ag rte nent.
10. Assignment Neither party hereto say assign or otherwise transfer its rights or obligation under this Agreement to a third party without the prior written consent of the other party. Any attempt
to make such an assignment without having obtained the required cotaent shall be void. Notwithstanding the foregoing, no consent from the other party is required if the assignment of this
Agreement is pursuant to the salt of all or substantially apt of the assets of assignor's business.
11. Governing Law. The parties acknowledge that this agreement has been made in Nueces County, Texas, and agree that it shall be construed and enforced pursuant to and in aorxmdanee with the
laws of the State of Texas without giving effect to its conflicts of law provision. The parties farther agree that the proper venue for any action arising out atlas Agreement shall be maintained in
any state court of competent jurisdiction in Nueees County, Texas.
12. lnteyratioo The Parties acknowledge and agree that this Agreement is the complete and exclusive statement of the mutual understanding of the Patties and that is aupenedes and cancels all
previous written and oral agreements and communications relating to the subject mattes of this Agreement.
13. Notices. Any notice required or permitted by this Agreement to be given to either party shall be deemed to lave bean given if in writing and delivered or mailed by first chess, registered, or such
other traceable, overnight delivery services as FedEx or Airborne, postage prepaid and addressed to the party's then current business address set fbtth in this *Internet or to such address as
shall subsequently be designated in writing to the otter party.
14. Attanoe'a Fen and Expenses. If any legal proceeding is necessary to enforce the teams of this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees,
hhvestigatiun expenses, expert witness fees and costs of cowl, in addition to any other relief to which that party may be entitled.
7 /7
Proposal for Round Rock CVB
C0803
CVBHotRates is pleased to present this proposal for your consideration.
CVBHotRates.com was designed by CVB bureau professionals as a tool allowing
our industry to collaborate and showcase the vast CVB resources available to
planners. The program provides the following primary benefits:
1. For Planners: One -stop -planning service saves time and money. Fast &
easy to use service locates open dates and special value offers from
major hotel and venue brands.
2. For Hotel & Venue Partners: Free advertising that generates new group
business for the short-term, low season, and distressed time periods.
3. For Bureaus: Places your city in front of qualified meeting and event
planners seeking to submit RFP's. Creates added value for bureau
members/partners and positions bureau as destination marketing leader.
Robust lead tracking and reporting documents economic impact for
stakeholders.
How it works...
Program implementation: The CVBHotRates program is tum -key and is easily
set-up with minimal bureau resources. The entire program requires
approximately 14 business days to kick-off.
CVB Requirements:
Annual Marketing/Participation Fee
• latest -annual fee for the Round Rock CVB is $3,500.00
CVB Set-up
• Administrator Training involves approx. 30 minutes utilizing an Internet
connection.
• Sates Staff Training — Optional
• Destination Profile - CVB Logo, Destination Image, Sales contact
information, and direct link to CVB website.
Hotel, Convention Center, and Offsite Venue Set-up
• Announcement Letter can be faxed or emailed to member/partners.
• Sign In requires name and email address.
• Invitations are sent electronically by pushing the "Invite" button.
Marketing Pian Integration
• Requires access to CVB website to implement "Best Practices"
recommendations (CVB approval required before changes)
• Review of lead dissemination and online RFP process
• Scheduling of eMail Marketing campaign
Customer Service
• Prompt follow up on all new leads. (It is our preference that someone
from the CVB view and respond to new leads within 24 hours of
submission)
SUPPLEMENTAL AGREEMENT NO. 1
TO "CVB HOTRATES.COM CVB PARTICIPATION AGREEMENT" WITH
CVB LIOTRATES.CQM, LLC
By signature hereon, both parties expressly accept and agree that this "Supplemental
Agreement No. 1" shall amend . and supplement "CVB HotRates.com CVB Participation
Agreement", and any other documents which are made a part of the Agreement by reference or
incorporation. Additionally, both parties expressly accept and agree that all such contract
documents are complementary, and what is required by one shall be as binding as if required by
all. Additionally, both parties expressly accept and agree that, in the event of disagreement, the
following order of precedence of documents shall govern interpretation: (a) this signed
Supplemental Agreement No. 1 shall have top priority; and (b) the signed Agreement shall have
second priority.
For good and sufficient consideration, which the parties hereby affirm, the parties
contractually agree as follows:
(1) Under "CVB HotRates.com LLC Terms and Conditions," 3. "Term and Termination," a
sentence shall be added at the end of the first paragraph which shall read as follows:
The parties expressly acknowledge that the Customer (City of Round Rock) has the
right at any time during the initial or renewal terms of this Agreement to provide
such written notification of non -renewal at least thirty (30) days prior to the
expiration of the Initial Term or of the Additional Term, with or without cause.
(2) Under "CVB HotRates.com LLC Terms and Conditions," 9. "Indemnification," the first
paragraph shall be struck through as written, and replaced with the following:
9. Indemnification. Both parties agree to protect, defend, indemnify and hold
harmless the other party, its directors, officers, employees, representatives,
predecessors, successors and assigns, of and from any and all claims, demands,
causes of action and liability, including without limitation, investigation expenses,
court costs and reasonable attorney's fees, arising out of or related to any provision
of this Agreement.
(3)
Under "CVB HotRates.com LLC Terms and Conditions," 11. "Governing Law," the
paragraph shall be struck through as written, and replaced with the following:
11. Governing Law. 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.
(4) The following paragraphs shalt be added to the Agreement:
138459rkg
A. 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 CVB HotRates a written notice of termination at the end of its then -current fiscal year.
B. PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by City to CVB HotRates will be made within thirty (30) days of the date City receives
goods under this Agreement, the date the performance of the services under this Agreement are
completed, or the date City receives a correct invoice for the goods or services, whichever is
later. CVB HotRates 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 City in the event:
(1) There is a bona fide dispute between City and CVB HotRates, a contractor,
subcontractor, or supplier about the goods delivered or the service performed that cause the
payment to be late; or
(2) There is a bona fide dispute between CVB HotRates 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
(3) The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
(4) The invoice is not mailed to City in strict accordance with any instructions on the
purchase order relating to the payment.
C. TERMINATION
This Agreement may be terminated for any of the following conditions:
(1) By City for reasons of its own, with or without cause, and not subject to the
mutual consent of any other party, such written termination notice to be given to the other party
not less than thirty (30) days prior to termination.
(2) By mutual agreement and consent of the parties, such agreement to be in writing.
(3) By either party for failure by the other party to perform the services set forth
herein in a satisfactory manner, such termination notice to be given in writing to the other party.
(4) By either party for failure by the other party to fulfill its obligations herein.
(5)
By satisfactory completion of all services and obligations described herein.
2
Should City terminate this Agreement as herein provided, no fees other than fees due and
payable at the time of termination shall thereafter by paid to CVB HotRates. City shall pay CVB
HotRates for all uncontested services performed to date of notice of termination.
If either party defaults in performance of this Agreement or if City terminates this
Agreement for default on the part of the other party, then City shall give consideration to the
actual costs incurred by CVB HotRates in performing the work to the date of default.
The termination of this Agreement and payment of an amount in settlement as set forth
above shall extinguish all rights, duties, and obligations of City 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 cancellation.
D. INDEPENDENT CONTRACTOR STATUS
CVB HotRates is an independent contractor, and is not City's employee. CVB
HotRates's employees or subcontractors are not 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. CVB HotRates and City agree to the following
rights consistent with an independent contractor relationship:
(I) CVB HotRates has the right to perform services for others during the term hereof.
(2) CVB HotRates has the sole right to control and direct the means, manner and
method by which services required by this Agreement will be performed.
(3) CVB HotRates has the right to hire assistants as subcontractors, or to use
employees to provide the services required by this Agreement.
(4) CVB HotRates or its employees or subcontractors shall perform services required
hereunder, and City shall not hire, supervise, or pay assistants to help CVB HotRates.
(5) Neither CVB HotRates nor its employees or subcontractors shall receive training
from City in skills necessary to perform services required by this Agreement.
(6) City shall not require CVB HotRates or its employees or subcontractors to devote
full time to performing the services required by this Agreement.
(7) Neither CVB HotRates nor its employees or subcontractors are eligible to
participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan
of City.
E. WARRANTIES
CVB HotRates warrants that all services performed hereunder shall be performed
consistent with generally prevailing professional or industry standards, and shall be performed in
a professional and workmanlike manner. CVB HotRates shall re -perform any work not in
compliance with this warranty.
3
F. 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.
G. LOCAL, STATE AND FEDERAL TAXES
CVB HotRates shall pay all income taxes, and FICA (Social Security and Medicare
taxes) incurred while performing services under this Agreement. City will not do the following:
(1) Withhold FICA from CVB HotRates's payments or make FICA payments on its
behalf;
(2) Make state and/or federal unemployment compensation contributions on CVB
HotRates's behalf;
(3)
Withhold state or federal income tax from any of CVB HotRates's payments.
If requested, City shall provide CVB HotRates with a certificate from the Texas State
Comptroller indicating that City is a non-profit corporation and not subject to State of Texas
Sales and Use Tax.
H. COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
CVB HotRates, its consultants, 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. CVB HotRates shall further obtain all
permits, licenses and the like required in the performance of the services contracted for herein,
and same shall belong solely to City at the expiration of the term of this Agreement.
1. FINANCIAL INTEREST PROHIBITED
CVB HotRates covenants and represents that CVB HotRates, its officers, employees,
agents, consultants 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
under this Agreement.
J. GRATUI'1'1ES AND BRIBES
City may, by written notice to CVB HotRates, cancel this Agreement without liability if
it is determined by City that gratuities and/or bribes in the form of entertainment, gifts, or
otherwise were offered or given by CVB HotRates or its agents or representatives to any City
officer, employee or elected representative with respect to the performance of this Agreement.
In addition, CVB HotRates may be subject to penalties stated in Title 8 of the Texas Penal Code.
4
K. 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 and in that event demand may be made to the other
party for written assurance of intent to perform. In the event that no written assurance is given
within the reasonable time specified when such demand was made, then and in that event the
demanding party may treat such failure as an anticipatory repudiation of this Agreement.
L. STANDARD OF CARE
CVB HotRates 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 CVB HotRates or designated
subconsultants, in a manner according to generally accepted industry practices.
M. TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in CVB HotRates's charges.
N. EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
CVB HotRates 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.
O. 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.
IN WITNESS WHEREOF, the parties have executed this Supplemental Agreement No. 1
as indicated below.
City of Round Rock, Texas
By:
Printed
Title:
Date:
5
CVB HotRates.com, LLC
By: ALAra
Printed me: - LILAu
Title: r'.:e
Date:
c7— Cr
ATTEST:
Sara L. White, City Secretary
FOR CIS APPROVED S TO FORM:
!1I2 4 . IgIV.i
Stephan . Sheets, City Attorney
6