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CM-11-09-184ROUND ROCK, TEXAS PURPOSE PASSION PROSPERITY C City Manager Approval Form Item Caption: Consider executing an Advertising Agreement with Texas Monthly for the TACVB Sports Facility Guide 2(6 Approval Date: September 2, 2011 Department Name: Administration Department Project Manager: Alan Bradley Assigned Attorney: Item Summary: Consider executing an Advertising Agreement with Texas Monthly for the TACVB Sports Facility Guide 2011-2012. No. of Originals Submitted: 1 Project Name: Texas Monthly Advertising Agreement Cost: $2,477.75 Source of Funds: Hotel Occupancy Tax Fund Source of Funds (if applicable): Hotel Occupancy Tax Fund Account Number: 5402-710-30000 Finance Director Approval: Cheryl Delaney Date: 8/31/11 Department Director Approval: Nancy Yawn Date: 8/23/2011 **Electronic signature by the Director is acceptable. Please only submit ONE approval form per item. ** CIP Budget N/A OK N/A OK Purchasing El Accounting ❑� 17 N/A OK N/A OK ITEMS WILL NOT BE PLACED ON THE COUNCIL OR CM AGENDA W/OUT PRIOR FINANCE AND/OR LEGAL APPROVAL REV. 6/20/11 ixasM�iitii.1y TACVB SPORTS FACILITY GUIDE 2011-2012 ADVERTISING AGREEMENT This is page 1 of a two-page document. Date: 8/19/11 ®Contract ❑Insertion Order ❑Revision to Existing Contract ACCOUNT MANAGER: ToddScott Advertiser: Round Rock CVB City: Round Rock Contact name:Nancy Yawn Email: Address: 231 E. Main Street, Ste 150 State:TX Zip:78664 Phone: 512-218-7094 Advertiser designates the following agency to act on advertiser's behalf with regard to this contract: Name of agency: Arsenal Address: 504 Congress Avenue, Suite 300 City: Austin State: TX Zip:78701 Contact name: Anne Marie Smith Phone: 512.320.9090 Email: INVOICE: ❑Advertiser ® Agency 0 In -House AD SPACE Size: Full page 4C bleed, Cover 3 position RATE: $2915 gross / $2,478 net ART ❑ Pick-up: Issue month: Year: ❑ Supplied by advertiser ® Supplied by advertiser's agency 0 Other (specify): Additional instructions: Page number: Client/agency production contact name: Phone: email: This is a contract for the purchase of advertising space in TEXAS MONTHLY between TEXAS MONTHLY. Inc. (publisher) and the Advertiser/Agency. Publisher and Advertiser/Agency have read and agree that all of the terms and conditions set out on the attached page (titled Contract Regulations) are also part of this contract. Advertiser/Agency acknowledges receipt of a true copy of this contract and understands the terms and conditions contained herein. ADVERTISER: (Legal Corporate Name) L. IL ' -.4..�1' Corporate Officer or other Authorized Signature//%ij'/' , lc— AGENCY: Date: 09 Authorized Agency Signature: Date: PERSONAL GUARANTEE: The undersigned personally guarantees all obligations of the above-named advertisers and/or agency under this contract and agrees to pay all sums due from the above-named advertiser and/or agency upon demand therefore. This guarantee shall remain in effect untH all obligations of performance have been satisfied under this contract by the above-named advertiser and/or agency. Signature of Guarantor: Date: For TEXAS MONTHLY : Melissa Scott & Kim Todd Date: 8/19/11 P.O. Box 1569, Austin, TX 78767-1569 (512) 320-6942 Fax#: (512) 320-7324 THIS IS AN ORIGINAL DOCUMENT. PLEASE RETURN THE ORIGINAL TO TEXAS MONTHLY AND RETAIN A COPY FOR YOUR RECORDS. Cm --1 --o1--1 � , PAGE 2 OF A TWO-PAGE DOCUMENT Contract Regulations Contract Year: Advertising must be inserted within 1 year of 1st insertion to earn a frequency discount. An advertiser who does not complete a committed schedute will be subject to short rate. Credits earned by increasing frequency during a contract year will be applied toward future billing for space. No cash rebates will be made. Orders accepted are subject to rate change with notice by Publisher prior to closing date of effective issue. Orders containing incorrect rates or conditions will be inserted and charged the regular scheduled rates. Such errors will be considered as clerical only. Agency: Ati advertisements are published for the benefit of advertiser and advertising agency, and each of them is Jointly and severally liable for all charges. Billing 18th day of month preceding month of issue or first preceding business day. Payment in U.S. dollars, including any applicable tax, due at Publisher's office in National City, Marion County, Indiana, within 30 days of date of invoice. Any error in billing is binding upon advertiser and/or advertising agency unless Publisher receives written notice of the error within such 30 -day period. Credit: Payment is to be made in advance, unless credit is approved by Publisher. Past Due: All accounts not paid in full within 30 days of date of invoice shall incur a late charge of 3/4% per month from the due date until paid in full. Collection: In the event advertiser and/or advertising agency defaults in payment of bills, such bills are turned over for collection. In this event, advertiser and/or advertising agency shall be totally liable for all fees and suns charged by the collection agency or attorney. If any suit or other judicial proceeding is instituted or had thereon or if collected through probate or bankruptcy proceeding, advertiser and/or advertising agency shall be totally liable for all attorneys fees and court costs incurred by Publisher In the collection of said bills. Limits of Liability: Publisher's liability for failure to publish the advertisement or for any error in the advertisement shall be limited to a refund of the amount paid to Publisher for the advertisement. Jurisdiction and Venue: Jurisdiction and venue for any litigation ensuing from advertising placed in Texas Monthly shall properly lie in Travis County, Texas. The advertising services offered in this Contract are performable in Travis County, Texas. Commissions and Discounts Commission: 15% of gross billings to advertising agencies. No commission on production charges. Commissions not allowed on billings turned over for collection. Issue and Closing Dates Frequency: Texas Monthly is published each month and is on sale the last week of the month prior to issue date. The magazine is mailed to subscribers the third week of the month prior to issue date. Closing Dates: 23rd of second month preceding issue date. When normal closing date falls on a Saturday, Sunday, or holiday, issue closes preceding working day. Space Orders: Due in writing on or before closing date. Cancellations: Neither advertiser, advertising agency, nor their agents may cancel after the closing date. No cancellations, changes, or insertion orders will be accepted by Publisher after the closing date. Orders for covers, postcards, and inserts may not be canceled less than 30 days preceding the closing date. If by closing date Publisher has not received advertising material that it, in its sole discretion, deems acceptable for publication, it may either repeat the advertiser's most recent advertisement that it has published or publish nothing, charging advertiser and/or advertising agency for any space reserved by them. Printing Materials Deadline: 30th of second month preceding issue date, or preceding working day, if 30th falls on a weekend or holiday. Shipping and Contract Information: To ensure timely delivery, ship advertising materials to Texas Monthly, Production Department, Attn: Traffic: P.O. Box 1569, Austin, Texas 78767-1569. Only those advertisers who must use an air freight service requiring a street address should ship materials to Texas Monthly, Attn: Traffic, Austin Centre, 701 Brazos, Suite 1600, Austin, Texas 78701. Phone (512) 320-6991. Production Dept: 512-320-6991 or traffic@texasmonthly.com Specifications: http://www.texasmonthly.com/ specifications. General Advertising Information 1. The Publisher will accept requests to make changes at its discretion but is not responsible for any errors in key number or other revisions made by the Publisher, nor is the Publisher responsible for errors in advertising materials supplied by the advertiser, its separator, or agency. 2. All advertisements are accepted and published by the Publisher upon the representation that advertiser and/or advertising agency are authorized to publish the entire contents and subject matter thereof. This includes but is not limited to the rights to (a) convert advertisements to digital form and incorporate the advertisements into Publisher's computer readable and interactive multimedia products, which may be published on an online computer network and in CD-ROM format or other recording media or format, and in so doing, to modify, alter, and edit the advertisements as Publisher deems appropriate; (b) reproduce the advertisements for publication and distribution in the forms, manners, and media listed in subparagraph (a) above; and (c) display publicly and distribute the advertisements as incorporated into the media listed in subparagraph (a). Advertiser and/or advertising agency warrant that advertiser owns all rights in and to the advertisements submitted for publication, including copyrights, and that the advertisements do not violate any applicable state or federal trade regulation and do not invade the privacy rights of any person or libel any person. When advertisements containing the names, pictures, and/or testimonials of persons are submitted for publication, the order or request for the publication thereof shall be deemed to be a representation by the advertiser and/or advertising agency that they have obtained the written consent for the use in the advertisement of the name, picture, and/or testimonial of any such person or the consent of his administrator, executor, heirs, or assigns. In consideration of the Publisher's acceptance of any advertisements for publication, advertiser and advertising agency shall, jointly and severally, indemnify and save the Publisher harmless from and against any loss or expense. including without limitation reasonable attorneys fees, resulting from claims or suits based upon the contents or subject matter of such advertisements, including without limitation claims or suits alleging negligence, gross negligence, deceptive trade practices, libel, violation of right of privacy, plagiarism, and copyright infringement. 3. The term Advertising Agency as used in this Contract refers to a recognized individual or group of individuals who make the media selection, handle the order, coordinate and process the space placed with the Publisher under the terms of this Contract, furnish and prepay transportation and import charges on all printing materials submitted, furnish print materials to Texas Monthly's mechanical specifications, and process prompt payment. 4. The Publisher shall not be liabte for failure to publish or distribute all or any part of any issue because of labor disputes, accidents, fires, acts of God, or any other circumstances beyond the Publisher's control. In all cases, Publisher's liability for failure to publish an advertisement or for any error or mistake made by Publisher in any advertisement shall be limited to a refund of all or part of the amount paid for the publication of the particular advertisement in question. In no event shall the Publisher be liable for any resulting or consequential damages resulting from such failure to publish or mistake. This limitation of liability shall apply even if the failure to publish or mistake was solely the fault of the Publisher. 5. All orders are subject to Publisher's acceptance at Austin, Texas. Publisher reserves the right to reject or cancel any advertising for any reason at any time, including. but not limited to, any advertisement that in the opinion of the Publisher does not conform to the editorial or graphic standards of the publication. 6. All advertisements must be clearly and prominently identified by a trademark and/or the signature of the advertiser. The words "paid advertisement" shall be printed at either the top or bottom of advertisements that in the opinion of the Publisher might be confused with editorial pages. 7. This Contract and the terms of any written advertising contract between Publisher and advertiser and/or advertising agency shall constitute the entire agreement between such parties with respect to the publication of advertisements and shall supersede any and all prior written or oral agreements or understandings between the parties. All terms and conditions stated under heading Texas Monthly in current issue of Consumer Magazine Rates and Data, published by Standard Rate and Data Service, Inc., are incorporated by reference into this Contract. 8. The advertising agency and the advertiser assume and agree to pay the charges, including any applicable tax, for advertising published at their direction. Bills shall be sent, at Publisher's option, to the agency or the advertiser. 9. Publisher reserves the right to cancel the contract at any time upon default by agency or advertiser in the payment of bills. In the event of such cancellation, charges for all advertising shall become immediately due and payable by the agency. Furthermore, if there has been any default in the payment of a prior bill or if, in the sole judgment of Publisher, agency's credit becomes impaired, Publisher shall have the right to require payment for further advertising under this contract upon such terms as it may see fit. 10. Advertising agencies and advertisers seeking copyright protection must include their copyright notice in their advertisements. 11. No waiver or modification of any of the terms set forth in this contract shall be binding on the Publisher unless in writing signed by an officer of the magazine.