HomeMy WebLinkAboutResolution - 2004-R0288 - Contract For Marketing Services For Citibus - Caviness Advertising - 06/29/2004RESOLUTION
Resolution No. 2004-R0288
June 29, 2004
Item No. 24
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock BE and is hereby authorized and
directed to terminate for and on behalf of the City of Lubbock, a Contract between the
City of Lubbock and Caviness Advertising/Creative Juice! For marketing services for
Citibus, and related documents. Said Contract is attached hereto and incorporated in this
resolution as if fully set forth herein and shall be included in the minutes of the City
Council.
Passed by the City Council this 29th day of _____ J_un_e ____ , 2004.
ATTEST:
~LA-~~ ReCCaGafza, City Secretary
TENT:
Craig Fa er
Managing Director of Planning & Transportation
APPROVED AS TO FORM:
as/Cityatt/Johnfferminate Contract CreativeJuice!-res.
June 16, 2004
"ATTACHMENT"
CONTRACT
STATE OF TEXAS
COUNTY OF LUBBOCK
Resolution No. 2004-R0288
Resolution No. 2001-R0365
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This contract, (the "Contracr), effective as of October 1, 2001, (the "Effective Date"), is
by and between the City of Lubbock, (the "City"), a Texas Home Rule Municipal Corporation, and
Creative Juice!, a Texas corporation, whose principal place of business is located at 612
Broadway, Lubbock, Lubbock County, Texas (the "Contractor'').
NOW THEREFORE, for and in consideration of the terms, covenants, and conditions set
forth in this Contract, the City and Contractor hereby agree as follows:
TERM
The term of this Contract commences on the Effective Date and continues without
interruption until September 30, 2002. The term may be extended for two (2) additional one (1)
year terms with the written consent of both parties.
COMPENSATION
Contractor shall be paid a fee not to exceed One Hundred Thousand and no/100 Dollars
($100,000) per year. All payments made shall be made on the basis of reimbursement of actual
costs incurred and the agency fee, not to exceed the limits stated above.
TERMINATION
A. General. The City may terminate this Contract for any reason upon fourteen ( 14)
days written notice to contractor.
B. Termination and Remedies. The Contract may be terminated by City with or
•without cause by giving contractor thirty (30) day notice. The City shall be
entitled to exercise any right or remedy available to it at law or equity, including
without limitation, immediate termination of this Contract and assertion of action
for damages and/or injunctive relief. The exercise of any right or remedy shall not
preclude the concurrent or subsequent exercise of any other right or remedy and
all other rights and remedies shall be cumulative. ·
REPRESENTATIONS AND WARRANTIES
A. Existence. Contractor is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Texas and is qualified to carry on its
business in the State of Texas.
B. Corporate Power. Contractor has the corporate power to enter into and perform
this Contract and all other activities contemplated hereby.
C. Authorization. Execution, delivery, and performance of this Contract and the
activities contemplated hereby have been duly and validly authorized by all the
requisite corporate action on the part of the Contractor. This Contract constitutes
legal, valid, and binding obligations of the Contractor and is enforceable in
accordance with the terms thereof.
FY 2002 Marketing Services Contract Page 1
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D. Contractor. Contractor maintains a professional staff and employs, as needed,
only qualified specialists experienced in providing advertising services, and are
·familiar·with· all-laws;--rules·;-and-regulations,· both-state-arid-federal;· including, .
without limitation, the applicable laws, regarding the activities contemplated
hereby.
E. Performance. Contractor will and shall conduct all activities contemplated by
this Contract in a good and workmanlike manner, and comply with all laws, rules,
and regulations, both state and federal, relating to providing advertising services,
as contemplated hereby. If any of the activities of the Contractor, or omissions of
the activities required herein, shall cause, in whole or in part, liability or loss on
the part of the City, it shall be deemed that the Contractor did not perform said
activities (or omitted the performance of said activities) in a good and
workmanlike manner.
F. Use of Copyrighted Material. Contractor warrants that any materials provided
by Contractor for use by City pursuant to this Contract shall not contain any
proprietary material owned by any other party that is protected under the
Copyright Act or any other similar law. Contractor shall be solely responsible for
ensuring that any materials provided by Contractor pursuant to this Contract
satisfy this requirement and Contractor agrees to hold City harmless from all
liability or loss to which City is exposed on account of Contractor's failure to
perform this duty.
SCOPE OF WORK
The contractor shall perform the work and services listed below.
A. Working in conjunction with Citibus staff, determine the best and most
appropriate marketing strategy for Citibus for each fiscal year.
B. Prepare and present a detailed written marketing plan for each fiscal year by
September 15, to be approved by Citibus.
C. Conduct marketing campaigns as directed by Citibus, and within established
budgets.
D. Contract for the placement of all required and approved advertisements with
appropriate media.
E. Prepare and provide all production work necessary for such advertisements.
F. Provide detailed and itemized account of Contractor's services, in writing, at the
end of each month during the term of this Contract.
G. Obtain written approval of all work from the Citibus staff members designated by
the Citibus General Manager.
INDEPENDENT CONTRACTOR STATUS
Contractor and City agree that Contractor shall perform the duties under this Contract as
an independent contractor. The Contractor has the sole discretion to determine the manner in
which the services are to be performed.
FY 2002 Marketing Services Contract Page2
EMPLOYMENT OF AGENTS
. _ Contractor may..employ_ouetain_agents, consultants, contractors,_orJbird_parties,_ to .....
perfonn certain duties of Contractor under this Contract provided that Contractor is in no event
relieved of any obligation under this Contract.
CONFIDENTIALITY
Contractor shall retain all information received from or concerning the City and the City's
business in strictest confidence and shall not reveal such information to third parties without prior
written consent of the City, unless otherwise required by law.
INDEMNITY
City of Lubbock shall not be liable or responsible for, and shall be saved and held
harmless by Contractor from and against any and all suits, actions, losses, damages, ·
claims, or liability of any character, type, or description, including all expenses of
litigation, court costs, and attorney's fees for injury or death to any person, or injury to
any property, received or sustained by any person or persons or property, arising out of,
or occasioned by, directly or indirectly, the performance of Contractor under this Contract,
including claims and damages arising in whole or in part from the negligence of City of
Lubbock. ·
COMPLIANCE WITH APPLICABLE LAWS
Contractor shall comply with all applicable federal, state, and local laws, statures,
ordinances, rules, and regulations relating, in any way, manner, or form, to the activities under
this Contract, and any amendments thereto.
NOTICE·
A. General. Whenever notice from contractor to City or City to Contractor is
required or permitted by this Contract and no other method of notice is provided,
such notice shall be given by (1) actual delivery of the written notice to the other
party by hand, (2) facsimile, or other reasonable means (in which case such
notice shall be effective upon delivery), or (3) by depositing the written notice in
the United States mail, properly addressed to the other party at the address
provided in this article, registered or certified mail, return receipt requested, in
which case such notice shall be effective on the third business day after such
notice is so deposited.
8. Contractor's Address. Contractor's address and numbers for the purposes of
notice are:
Creative Juice!
ATTN: Cathi Davis
612 Broadway
Lubbock, Texas 79401
806-7 44-5222
806-744-7313 (fax)
FY 2002 Marketing Services Contract Page3
C.
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City's Address. The City's address and numbers for the purposes of notice are:
. Citibus _________ ---·--________ -· __ .... _ .....
ATTN: Melinda Green Harvey
PO Box 1797
Lubbock, Texas 79408-1797
806-767-2380, ext. 241
806-767..;2387 (fax}
D. Change of Address. Either party may change its address or telephone numbers
for purposes of notice by giving written notice to the other party, referring
specifically to this Contract, and setting forth such new address or numbers. The
address or numbers shall become effective on the 15th day after such notice is
effective.
MISCELLANEOUS
A. Captions. The captions for the articles and sections in this Contract are inserted
in this Contract strictly for the parties' convenience in identifying the provisions to
the Contract and shall not be given any effect in construing. this Contract.
B. Audit. Contractor shall provide access to its corporate books and records to the
City. The City may audit, at its expense and during normal business hours,
Contractor's books and records with respect to this Contract between the
Contractor and City.
C. Records. Contractor shall maintain records that are either necessary (1) to
substantiate the services provided by Contractor or (2) to document any business
expenses incurred in performing the services.
D. Assignability. Contractor may not assign this Contract without the prior written
approval of the City.
E. Successor and Assigns. This Contract binds and inures to the benefit of the
City, Contractor, and their respective successors, legal representatives, and
assigns.
F. Construction and Venue. THIS CONTRACT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS. THE PARTIES HERETO HEREBY IRREVOCABLY CONSENT TO
THE EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS OF THE
STATE OF TEXAS, COUNTY OF LUBBOCK, FOR THE PURPOSES OF ALL
LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS .
CONTRACT OR THE ACTIONS THAT ARE CONTEMPLATED HEREBY.
G. Severapility. If any provision of this Contract is ever held to be invalid or
ineffective by any court of competent jurisdiction with respect to any person or
circumstances, the remainder of this Contract and the application of such
provision to persons and/or circumstances other than those with respect to which
it is held invalid or !neffective shall not be affected thereby.
H. Amendment. No amendment, modification, or alteration of the terms of this
Contract shall be binding unless such amendment, modification, or alteration is in
writing, dated subsequent to this Contract, and duly executed by the Contractor
and City.
FY 2002 Marketing Services Contract Page4
I. ·-Eniire .A9reemeni.-ttils confracfcorih:iins the Entfre contracf5eTWeen--th-e Cify -· ---···-·--·
and Contractor, and there are no other written or oral promises, conditions,
---~~-~rJ.t!es, or_r~p_re~e_ri~!iQl'!~-~~La~!r:ig_to_~r_13-f!~ctin_Qt~~ '!l~~~~~~~!lje("!lpf<!lt~d.. _. _____ .....
herein.
Executed as of the Effective Date hereof
CITY OF LUBBOCK
ATTEST:
APPROVED AS TO CONTENT:
.. llcl~~
Richard Burdie
Assistant City Manager
APPROVED AS TO FORM:
~A-fa.-, illialTl de Haas
Contract Manager/Attorney
FY 2002 Marketing Services Contract
CREATIVE JUICE!
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