HomeMy WebLinkAbout5.686 Original Contract
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DEX MEDIA TERMS OF AGREEMENT
These terms of agreement apply to the advertising order ("Order") placed by City of Port Angeles Solid
Waste ("Customer") located at 321 E 5th Street, Port Angeles, W A 98362 with Dex Media, Inc. ("Dex")
located at 198 Inverness Drive West, Englewood, CO 80112.
1. The Order.
(a) Dex will publish for Customer a 4 Page addition to its Port Angeles White & Yellow
Pages Directory entitled, "The Recycling and Garbage Guide" (hereinafter referred to as "The Recycling
Guide" or "Advertising"). The Recycling Guide will contain content relating to the Customer's
description, purpose, mission, fees, rules and relationship with its member communities, municipalities,
and county and local garbage haulers. The Recycling Guide will also contain other information includIng,
but not limited to, Customer's landfill, recycling compost and hazardous material collection facilities.
Additionally, The Recycling Guide will also contain information describing how consumers can recycle
Dex directory products. The Recycling Guide will be bound into the 2004 Dex Port Angeles White and
Yellow Pages directory appearing between the Community Pages section of the White Pages and the
residential listings section. The Recycling Guide will be printed on Telco paper stock and will Include
bleed bars dIstinct from other color bleed bars appearing in the directory.
(b) Customer agrees to promote The Recycling Guide in mutually agreed upon promotional
events as specified in writing between the parties.
2. Term. The Order will appear in the December 2004 issue of the Port Angeles Dex Media
Yellow Page Directory ("Dex Directory"). The term of this Agreement commences upon the placement
of Customer's Order specified above and continues in full force and effect until the expiration of the
service life of the relevant Dex Directory in which the Order appears.
3. Acceptance of Order(s) and Agreement. The Order placed by Customer, together with these Terms,
constitutes a binding contract (the "Agreement") between Customer and Dex. In the event of a conflict
between these Terms and the Terms Applicable to any specific Order, the written Terms Applicable to
the specific Order shall control.
4. Payment Terms. Customer shall pay the amount of $3,360 for the 2004 issue of the Dex Directory
described in Section 2 above, plus all state and local taxes attributable thereto. Customer hereby
authorizes Dex to perform such initial and periodic credit investigations on Customer as Dex deems
necessary or desirable in making a decision whether to extend credit to Customer from time to time.
Extension of credit and approval for any payment program is contIngent upon satisfactory results, as
determined solely by Dex, of such credit investigations. Payment is immediately due upon receipt of an
invoice. Dex shall be entitled to cancel any or all Advertising and terminate this Agreement if Customer
is delinquent more than thirty (30) days in any payments due to Dex. Any amounts not paid when due
may thereafter bear a late charge at the rate of 1.5% per month, or the highest rate allowed by applicable
law, whichever is lower, until paid in full. The service life of a directory issue varies but is normally
twelve calendar months. Customer agrees to pay the applIcable monthly amounts for the actual number of
months that the directory is outstanding.
5. Assignment. This Agreement shall be binding upon the successors and assigns of the advertised
business (irrespective of whether stock or assets are acquired). Both the successor/assignee and the
original signatory/assignor shall be jointly and severally liable for the timely performance of Customer's
obligations hereunder; and such sale, assignment, merger or transfer of the advertised business shall NOT
relieve the original signatory/assignor from becoming obligated unless Dex consents to such release in
writing.
Recyclmg GUide Douglas County 6/16/04
CONFIDENTIAL
6. Exclusive License for Customer's Content. The parties agree that, in consideration ofDex's
acceptance of Customer's Order for The Recycling Guide, (a) Customer hereby grants to Dex a royalty-
free non-exclusive (except as set forth in 6(b) below) right and license to use, copy, record, modify,
display, publish, perform and distribute the Customer's Content (as defined below) in connection with
the Recycling Guide (or any derivative thereof) and in any Dex marketing or promotional materials for
Dex's sole benefit in any form or media now known or hereafter developed in any compilation, order, or
format and any revisions thereto, and in any and all languages; and (b) Customer agrees not to (and will
not permit any third party to) publish, or distnbute Customer's Content, or any portions thereof, in any
other directory published or distributed in any area where the Dex White & Yellow Page Directory
specified in this agreement is published or distributed, whether in paper or electronic format, except for
regular advertising in the interior of another directory under the heading(s) applicable to Customer's
products and/or services. "Customer's Content" means Customer's trademarks, service marks and other
specific marks and other specific content submitted by Customer for inclusion in The Recycling Guide.
Customer agrees that it will produce and deliver any and all Customer Content in accordance with the
specifications and schedules established by Dex from time to time. Customer acknowledges and agrees
that its failure to comply with such specIfications and schedules may cause the public distribution,
display and/or performance of its Advertising (collectively the "Publication") to be delayed or refused
and Dex will have no liability for such delay or refusal.
7. POLICIES. (A) AS A PUBLISHER, DEX RESERVES THE RIGHT TO ESTABLISH AND
REVISE ITS STANDARDS, POLICIES, PRACTICES, SPECIFICATIONS AND TECHNICAL
REQUIREMENTS WITH RESPECT TO ANY AND ALL OF ITS DIRECTORIES, ADVERTISING
PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO NAMES, HEADINGS,
LISTINGS, NAVIGATION AND OPERATIONAL SYSTEMS, INDICES, MAPS, DIRECTIONS,
LINKS, SCOPE, SIZE, DISTRIBUTION, LIFECYCLE, DEADLINES AND PRICING
(COLLECTIVELY REFERRED TO HEREIN AS "DEX POLICIES"). ALL ADVERTISING SHALL
COMPLY WITH DEX POLICIES AS DETERMINED IN DEX'S JUDGMENT; AND A CHANGE IN
DEX POLICIES SHALL NOT ENTITLE CUSTOMER TO A REDUCTION IN PRICE. (B) UNLESS
SPECIFICALLY STATED IN THE ORDER OR THE TERMS APPLICABLE TO SUCH ORDER,
DEX DOES NOT GUARANTEE COLOR OR REPRODUCTION QUALITY, OR THAT AN AD WILL
APPEAR OR BE PERFORMED (1) UNDER ANY PARTICULAR HEADING, TOPIC OR MENU, OR
(II) IN ANY PARTICULAR ORDER OR SEQUENCE, OR (III) IN ANY PARTICULAR POSITION
OR LOCATION ON A PAGE OR WEB PAGE. (C) DEX MAY, IN ITS SOLE DISCRETION,
REMOVE AND/OR REJECT ANY AND ALL PRICE AND DISCOUNT INFORMATION FROM AN
AD IF CUSTOMER BREACHES THE PROVISIONS OF SECTION 8 (G) BELOW.
8. Customer Warranties and Representations. Customer warrants and represents to Dex that: (a)
Customer owns or has all necessary authorizations and licenses to grant the license to Customer's
Content described herein to Dex for all purposes contemplated by this Agreement; (b) the Publication of
the Advertising and Dex's exercise of any rights granted under this Agreement will not in any way
constitute an infringement or other violation of any copyright, trademark, or other proprietary or
intellectual property right of any third party; ( c) Dex will not be required to obtain permission from, or
make any payments to, anyone in connection with the exercise of any of the rights granted under this
Agreement; (d) Customer is authorized to advertise all businesses, services, and products described in the
Advertising; (e) Customer is in full compliance with all laws, rules and regulations applicable to the
business, products and services described in the Advertising (including but not limited to permit and
licensing requirements); (f) Customer's Content will not contain any obscene or defamatory matter or
violate any right of privacy or publicity, and (g) any price or discount described in an Advertising shall
be accurate and shall remain in effect until the end of Publication of such Advertising.
Reeyehng GUIde CIty of Port Angeles 8/09/04-rev 9/20/04
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CONFIDENTIAL
9. Indemnification. Customer agrees to indemnify, hold harmless, and defend Dex, its affiliates and
their owners, directors, officers, employees, and agents against any and all claims, demands, actions,
damages, penalties, expenses, attorney's fees, and any other liability arising out or resulting from: (a) any
breach of Customer's warranties, representations or covenants in this Agreement, (b) any
misrepresentation or false statement or claim in the Order, (c) Customer's products, services, acts,
omissions, failure or refusal to perform, negligence or willful misconduct, and (d) a third party claim that
the Customer Content, or use of a portion of the Customer Content by Dex, infringe, violate or
misappropriate a patent, copyright, trademark, trade secret or other intellectual property or proprietary
right of any third party.
10. LIMITATION OF LIABILITY. DEX DISCLAIMS ANY WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-
INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT: (A) THIS IS A COMMERCIAL
TRANSACTION; (B) ALTERNATNE AND COMPETING ADVERTISING MEDIA ARE
AVAILABLE; AND (C) OCCASIONAL ERRORS AND OMISSIONS IN THE ADVERTISING MAY
OCCUR AND ANY POTENTIAL HARM THEREFROM IS SPECULATIVE. THEREFORE, IN NO
EVENT SHALL DEX BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL,
CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND WHATSOEVER (INCLUDING
BUT NOT LIMITED TO LOST PROFITS OR GOODWILL) WHETHER IN CONTRACT, TORT OR
OTHERWISE; AND CUSTOMER HEREBY KNOWINGLY AND EXPRESSLY WAIVES THE
SAME. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. DEX'S LIABILITY IN THE CASE OF ANY
ERROR, OMISSION OR MALFUNCTION SHALL BE BASED UPON THE NON-CONFORMING
PORTION OF THE AD IN WHICH THE ERROR, OMISSION OR MALFUNCTION OCCURRED
AND SHALL NOT EXCEED THE AMOUNT CUSTOMER PAID FOR THE AD. IF, FOR ANY
REASON, DEX ELECTS NOT TO PUBLISH ANY ADVERTISING, DEX'S LIABILITY AND
CUSTOMER'S REMEDY SHALL BE LIMITED TO A REFUND OF ANY PREP A YMENT(S) PAID
TO DEX BY CUSTOMER FOR SUCH AD. THE REMEDIES SET FORTH IN THIS AGREEMENT
SHALL BE CUSTOMER'S SOLE AND EXCLUSNE REMEDIES.
11. Limitation on action. No action, regardless of form, may be commenced by Customer against Dex
more than six (6) months after the first publication of the Order in which the error, omission or
malfunction occurred.
12. Arbitration. Any claim, controversy or dispute between the parties (other than an action pertaining
solely to whether or not amounts due hereunder were, in fact, paid and receIved) shall be resolved by
binding arbitration in accordance with the Federal Arbitration Act, 9 U.S.C. 1-16, not state law. The
arbitration shall be conducted by a retired judge or a practicing attorney under the commercial rules of
the American Arbitration Association. If the claim arose out of or relates to a Dex print directory, then
the arbitration will occur in the state in which such directory was issued. If the claim arose out of or
relates to a Dex Internet service, then the arbitration will occur in Denver, Colorado. The arbitrator's
decision shall be final and may be entered in any court with jurisdiction. Each party is responsible for its
own costs. If any party files a judicial or administrative action asserting claims subject to arbitration and
another party successfully stays such action or compels arbitration, the party filing such action shall pay
the other's party's costs and expenses incurred in seeking stay or compelling arbitration, including
reasonable attorneys' fees.
13. Entire Agreement; Modifications. Customer's Order(s), together with the General Terms, the
Terms Applicable to Customer's Order(s) and any terms delivered to Customer with any proofs,
templates, products or services, constitute the entire Agreement between the parties and supercedes all
prior agreements, whether express or implied, or whether written or oral, between the parties with respect
Recyclmg GUIde City of Port Angeles 8/09/04-rev 9120/04
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CONFIDENTIAL
to the subject matter hereof. This Agreement may not be amended, modified, or supplemented, nor may
any obligations hereunder be waived by a party, except by written instrument signed by both parties.
14. Miscellaneous. (a) Customer acknowledges and agrees that if Customer fails to cure a breach of any
terms in a particular Order or any of these General Terms within thirty (30) days after receiving notice
thereof, Dex may, in addition to any other remedies available at law or in equity, terminate such Order(s)
and/or this Agreement, refuse to publish any or all Advertising in its directories, and/or refuse to accept
any further Orders from Customer. (b) Customer agrees to pay reasonable attorneys' fees and costs
incurred by Dex in any actIOn by Dex for the collectIOn of amounts due hereunder and any appeal
thereof. (c) If any part of this Agreement shall for any reason be declared invalid, such decision shall not
affect the validity of any remaining portion, which shall remain in full force and effect. (d) Facsimile
signatures, electronic signatures and voice recorded acceptance shall have the same legal effect as
original signatures. ( e) The provisions of Sections 6,8,9,10,11, 12,and 13 above shall survive the
expiration or termination of thIS Agreement and any Order placed by Customer.
15. Non-Cancellation of Order. The products specified m the Order are for insertion in the directory
issue( s) specified in such Order; and shall commence upon acceptance of the Order and continue
thereafter until the end of the service life of the directory issue specified on the Order. Customer may not
cancel the Order for any reason after Dex's acceptance of the Order including, without limitation,
termination of telephone service for any reason.
16. Right of First Refusal. Subject to the terms of this Agreement, Customer shall have the right to re-
purchase the awareness product( s) specified in the Order for insertion in the same place in the same
directory issued immediately after the last directory issue specified in the Order if all of the following
conditions are met: (a) Dex offers the same awareness product(s) in the same place in such directory
issue, and (b) within ten (10) days after being contacted by Dex and informed of the availability of such
awareness product( s) and such placement, Customer signs a new agreement with Dex for the same
awareness product(s) in the same place in such directory issue at the price then in effect for such
advertising and makes any required prepayment to Dex, and (c) the Customer is current on all payments
due to Dex pursuant to this Agreement and any and all other Orders.
The parties, intending to be legally bound, have caused this Agreement to be executed on the dates set
forth below.
Dex Media, Inc.:
City of Port Angeles Solid Waste:
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ignatu:r:.e] ~ . \. __' \ [Signature]
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[Name] Glenn A. Cutler, P.E.
[Title] Director of Public Works & Utilities
[Date] September 21, 2004
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Recyclmg GUIde CIty of Port Angeles 8109104-rev 9/20104
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CONFIDENTIAL
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DE'x,. OffiCIal Dorectory I Qwest-'2.
AWARENESS PRODUCT CONTRACT
ALL INFORMATION MUST BE FILLED OUT COMPLETELY IN ORDER TO BE PROCESSED. All Awareness Product Contracts MUST
have an Awareness Product Art Order form completed and sent to appropriate Design Team. Forms on SalesNet.
Oll) BUSINESS City of Port Angeles BUSINESS Port Angeles
I-lI)
_UJ NAME CITY
zZ-
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1=0::<( BUSINESS
<(<(I- BUSINESS
:;:;:0 STREET 321 E. 5th WA 98362 97470
0::<(5 STATE
~:!;~ ADDRESS
:!;!zn. BUSINESS PRIMARY HEADING CODE
~H TELEPHONE 360-417 -487 4 HEADING (will Recycling Services (will not print in 003872
NUMBER not print in ad) ad)
z City of Port Angeles Port Angeles
0 BILLING NAME BILLING CITY
1=
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0 BILLING 321 E. 5th BILLING WA BILLING ZIP 97470
"-
:!; ADDRESS STATE CODE
Cl
z MARKET MAIN
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..J TELEPHONE 360-417 -4634
jjj
NUMBER
z AWARENESS
0 Shelia Standridge BARTER MANAGER
1= SALES (if applicable)
<(
:;: MANAGER
0:: SALES FULL
0
"- SALES PERSON Laura Roznowski PERSON 360-412-5193 (11 DIGIT) 177119
:!;
..J TELEPHONE SI CODE
<(
z
0:: SALES Bradley Ackerman SALES Bob Dodson MARKET Lana Cray
I!:' MANAGER DIRECTOR MANAGER
:!;
DESCRIPTION COpy DIRECTORY, ISSUE DATE ANNUAL MONTHLY
UDAC (PLACEMENT) STATUS CHANGES (IF DIR CODE, (MM/DDNY) AMOUNT AMOUNT BILLING TERMS
RENEW)? YPIMA CODE
I-'ort ( Monthly
SGR-4 Recycling Angeles (X ) Annually
new ( ) Yes 12/1/2004 $3,360.00 na ( ) Other-Please
page Guide ( ) No PTA specify below In
Z comments
0 I ''"''"'II o""",nn
i=
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:E
a::: ( ) Tab Front INFO GUIDE UDACs
0
LL ( ) Full Umt ( ) Tab Back PIFP1-FULL PAGE ULTRA-PREMIUM HEADINGS,
Z PRODUCT SIZE: ( ) 1/2 Umt (available on Inside PRODUCT ( ) FTC Front PIFP2-FULL PAGE PREMIUM HEADINGS,
Back Covers) PLACEMENT: ( ) FTC Back PIFP3-FULL PAGE SELECT HEADINGS,
I- (artwork for PIFP4-FULL PAGE GENERAL HEADINGS,
0 back ootlonal) MC. ADDITIONAL AUDIO CUSTOM
:) EBR - RESIDENT FTC - TIP ON IFC - INSIDE TBY-YELLOW PAGES NAV TAB /TOP TAB, TBW-WHITE PAGES NAVTAB,
C UDACs RESOURCES AD, COUPON FRONT COVER TBYRp.PIZZA TAB WITH PERFORATED COUPONS,
0 SGR - SPECIALTY HORIZONTAL IFG - INSIDE TBYXP-PIZZA TAB WITHOUT PERFORATED COUPONS
a::: (FOR RECYCLING FTV - TIP ON FRONT COVER TAB PLACEMENT CODES NB-NAVIGATIONAL BACK, NF-NAVIGATIONAL FRONT, PF-
0.. REFERENCE GUIDE COUPON GATEFOLD NAVIGATIONAL, PERFORATED, SF - SPANISH rAB FRONT, SB - SPANISH TAB BACK
ONLY; For VERTICAL
questions on COMMUNITY FTM - TIP ON IBCM - INSIDE AB - AUTO TOP TAB, BB - BEAUTY TOP TAB, CB - CONTRACTORS TOP TAB.
1/2 unit UDACs, PAGES ADS EFP- MAGNET BACK COVER, DB - DENTIST TOP TAB, PB. PHYSICIANS TOP TAB, EB - REAL ESTATE TOP TAB,
please call FULL PAGE AD, FCB - FRONT SPA - 3-L1NE RB-RESTAURANTTOPTAB, TB-TRAVEL TOP TAB
1-877-873-9707 EBT - REPEATING COVER SPINE LISTING OUTSIDE BACK COVERS:
BANNER AD BANNER (W/IBCM), WOB - OUTSIDE BACK COVER WHITE PAGES, YOB - OUTSIDE BACK COVER YELLOW
option 3) SPN - FULL PAGES/COMBINED BOOK
SPINE AD
COMMENTS:
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0
i=
~
a::: CUSTOMER HAS READ, UNDERSTANDS, AND ACCEPTS THE DEX MEDIA TERMS OF AGREEMENT. FURTHER,CUSTOMER
0 UNDERSTANDS AND AGREES THAT THE AUTOMATIC RENEWAL RIGHT OF CUSTOMER FOR AN AWARENESS AD CONTAINING ANY COVER OR SPINE ITEM
DOES NOT APPLY WHERE THE CUSTOMER AD CONTENT OF THE COVER OR SPINE CONTAINS OR IS SUBSEQUENTLY MODIFIED TO CONTAIN A PROHIBITED
::I: TELECOMMUNICATION SERVICE PRODUCT AS DETERMINED BY DEX IN ITS SOLE DISCRETION
I-
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<C AuthOrized ~/A Printed Glfc I').It A C"rUN Oe/~/of
Signature: Name: Date:
Please fax completed contract to Awareness Products, Fax Number: 303-636-6507 or Toll Free Fax Number 1-877.520.9378.
Questions? Call 1-877-873-9707, option 3 or send email to Awareness Products-Contracts (in Outlook Address Book).
.
ReVised 2/10/2004
) Lmc:la~G:u'n~:ers6n :: Fwd' Port A:5geles Rec}lchng:~nd Garb,ag~e GU'lde ~~.,"
From:
To:
Date:
Subject:
Helen Freilich
Linda Gunderson
9/20/042:17PM
Fwd: Port Angeles Recycling and Garbage Guide
Thanks Linda! I will ask Diana to send the signed contract directly to you this time.
Helen
>>> "Leland, Diana" <diana.leland@dexmedia.com> 09/20/04 02:05PM >>>
Helen,
As per our conversation, attached are the revised documents for the Port
Angeles Recycling and Garbage GUide. They reflect the following
changes:
Terms of Agreement:
Paragraph 1-- last sentence of (a). The word e-brite has been changed
to Telco.
Paragraph 4-- first sentence. $4,325 has been changed to $3,360.
<<04 PTA AwarenessProductContract rvsd.xls>> <<04 PTA RGG Agreement
rev.DOC>>
Please have signed and send back to me at:
13920 SE Eastgate Way
5th floor
Bellevue, W A 98005-4440
Sorry for any inconvenience, I will send the original back to you with
my signature.
Diana Leland
Dex Recycling Manager
Tele. Number: 425-614-2123/800-440-2189
Fax: 425-614-2381