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HomeMy WebLinkAboutResolution - 2001-R0365 - Contract For Marketing Services For Citibus - Creative Juice! - 09/27/2001Resolution No. 2001-RO365 September 27, 2001 Item No. 18 RESOLUTION 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 execute for and on behalf of the City of Lubbock, a Contract between the City of Lubbock and Creative Juice! for marketing services for Citibus, and all 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 27th day of September , 2001. WNDY 4'•*AYOR ATTEST: Rebecca Garza City Secretary APPROVED AS TO CONTENT: Richard Burdine Assistant City Manager APPROVED AS TO FORM: William de Haas Contract Manager/Attorney Dh/Cedocs/CreativeJuice.res September 17, 2001 CONTRACT STATE OF TEXAS COUNTY OF LUBBOCK Resolution No. 2001—R 0365 September 27, 2001 Item No. 18 This contract, (the "Contract'), 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 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 and 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 Page 2 EMPLOYMENT OF AGENTS Contractor may employ or retain agents, consultants, contractors, or third parties, to perform 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. B. Contractor's Address. Contractor's address and numbers for the purposes of notice are: Creative Juice! ATTN: Cathi Davis 612 Broadway Lubbock,Texas 79401 806-744-5222 806-744-7313 (fax) FY 2002 Marketing Services Contract Page 3 C. 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. Severability. 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 ineffective 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 Page 4 Entire Agreement. This Contract contains the Entire Contract between the City and Contractor, and there are no other written or oral promises, conditions, warranties, or representations relating to or affecting the matters contemplated herein. Executed as of the Effective Date hereof CITY OF LUBBOCK Windy Sitto , Mayor ATTEST: " . IA. - - 4 Rebecca Garza City Secretary APPROVED AS TO CONTENT: Richard Burdine Assistant City Manager APPROVED AS TO FORM: William de Haas Contract Manager/Attorney CREATIVE JUICE! By: FY 2002 Marketing Services Contract Page 5