967-BellSouth Joint AdvertisingJOINT ADVERTISING AGREEMENT
THIS JOINT ADVERTISING AGREEMENT (the "Agreement") is entered into and is effective as
of the date of the latest signature to this Agreement (the "Effective Date") by and between BellSouth
Advertising & Publishing Corporation ("Company") and City of Sanford, Florida ("Advertiser").
For good and valuable consideration, the receipt and sufficiency of which are acknowledged, the
parties, intending to be legally bound, agree as follows:
Joint Advertising. The parties agree to the mutual (a) exchange of advertising to be published,
and (b) use of facilities in lieu of charges for either party hereto during the term of this
Agreement, as set forth in Exhibits "A" and "B" hereto.
Documentation. Each party shall establish its compliance hereunder by provision of
documentation of publication and the otherwise applicable rate for the same.
Tenn. This Agreement shall be effective on the date of the last signature to this Agreement for
the term set forth in Exhibits "A" and "B" hereto.
Terms and Conditions. Except as set forth herein, each party's advertising shall be subject to the
standard terms and conditions for the same as established by the providing party.
5. Assignment.
(a) Any assignment or delegation by Advertiser of this Agreement, in whole or in part, or of any
right, interest, of obligation hereunder without Company's written consent, shall be void.
(b) Company may assign this Agreement, in whole or in part, to any affiliate of Company, or to
any successor corporation or third party upon written notice to Advertiser.
Publicity. Before any reproduction, display, distribution or other use of Company's logns, trade
names, trademarks and service marks (collectively, the "Company Marks') or any other reference to
Company, Company's affiliates, or the products or services of Company or its affiliates, Advertiser
shall submit to Company a sample of the proposed use and obtain Company's prior written approval,
which Company may withhold in its sole discretion for no reason or for any reason whatsoever,
including without 1/mitation use of the Company Marks which might (i) subject Company or its
affiliates to unfavorable regulatory action, violate any law, infringe upon the rights of third parties, or
subject Company or its affiliates to liability for any mason; or (ii) adversely affect Company's or its
affiliates' public image, reputation, or goodwill. Advertiser hereby acknowledges and agrees that
BellSouth Intellectual Property Corporation ("BIPCO") is the sole owner of all right, title and interest
in and to the Company Marks, and BIPCO may require a separate license to Advertiser under
standard commercial terms, but without further consideration as to the Company Marks. With
respect to all written matter produced by or for Advertiser or otherwise under Advertiser's control
arising out of or resulting from this Agreement, Company or BIPCO may require the placement of
appropriate and reasonable trademark, service mark or copyright notices as may be necessary or
prudent to protect Company's right, title and interest in and to the Company Marks. All uses of the
Company Marks shall inure to the benefit of BIPCO as owner, and the use of the Company Marks in
conjunction with the logos or marks of Advertiser shall not create a unitary or composite mark.
Upon expiration or termination of this Agreement for any reason, Advertiser shall immediately
discontinue any and all use of the Company Marks, and shall not thereafter use any expression in
connection with any business in which Advertiser may thereafter be engaged which, in the
10.
11.
reasonable judgment of Company so nearly resembles the Company Marks as may be likely to lead
to confusion or uncertainty on the part of the public.
Conflict of Interest. Company is committed to doing business according to the highest standards
of business ethics and expects the same conduct from its vendors. Accordingly, Advertiser agrees
not to offer or provide to Company, or to any employee or agent, any gifts, benefits or unusual
hospitality that may in any way tend to influence or appear to influence the Company or its
employees or agents in the performance of their duties.
Choice of Law/Dispute Resolution.
(a) This Agreement shall be construed in accordance with the laws of the State of Florida.
(b) The parties agree to attempt in good faith to resolve any controversy or claim arising out of or
relating to this Agreement by escalating such claim to a senior level of management on each side
for resolution. If the parties cannot resolve the dispute within 60 days, either party may pursue
any available legal or equitable remedies.
Notices. All invoices, notices, demands, or other communications herein provided, which may or
shall be given by either party to the other, shall be in writing and shall be deemed to have been duly
given on the date of delivery when delivered in person, on the next business day following deposit
with a reputable ovemight courier, or upon receipt when deposited in the United States mail, postage
prepaid, certified mail, return receipt requested, to such party at the following addresses:
If to Company:
BellSouth Advertising & Publishing Conporation
2247 Northlake Parkway
Tucker, Georgia 30084-4005
Aim: Paige Hewell
If to Advertiser:
City of Sanford, Florida
300 N. Park Avenue
Sanford, FL 32771
Attn: R. T. Hillery
Such addresses may be changed by written notice to the other party pursuant to this section.
No Waiver. No provision of this Agreement shall be deemed waived, amended, or modified by
either party until such waiver, amendment or modification is in writing and signed by the party
against whom it is sought to enforce the waiver, amendment or modification. The failure of any
party to insist upon strict performance hereunder or to exercise any right herein conferred, in any
one or more instances, shall not be construed to be a waiver or relinquishment of any such right in
any future instance and the same shall be and remain in full force and effect and may be exercised
or enforced on subsequent occasions.
Entire Agreement. This Agreement, together with its Exhibits "A" and "B," constitutes the entire
agreement between the parties and shall not be changed except by written agreement signed by
authorized representatives of both parties. The terms and conditions of this Agreement supersede
all prior agreements and understanding between the parties, whether express or implied, with
respect to the subject matter of this Agreement.
PCDOCS //469188 2/18/03
IN VvTrNESS WHEREOF, the Company and Advertiser have executed this Agreement by their
duly authorized representatives in one or more counterparts, each of which shall constitute an original, on
the dates set forth below.
BELLSOUTH ADVERTISING &
PUBLISHING CORPORATION
Ken C. Ray
Title: Vice President - Marketing
Date:
CITY OF SANFORD, FLORIDA
By: .~
ROGER S. DIXON
Title: INTERIM CITY MANAGER
Date: 3/18/03
Attach Exhibits A and B.
APPROV£D AS TO FORM:
// I~PCO ~GAL
PCDOCS g469188 2/18/03
! f
Exhibit A
BARTER AGREEMENT
For and in consideration of the mutual promises herein, BellSouth Advertising and Publishing
Company, a Georgia corporation CBAPCO") and the City of Sanford, Florida agree as
follows-
1) BAPCO agrees to provide the following items valued at $ 35,726-
Cover Photo
Photo (4 1/2 x 2 %, 4 color, 300dpi, horizontal layout) on the cover of the 2003 Sanford
directory. This directory is distributed to over 116,000 homes and businesses in the area.
Cover Story
The cover story area is usually located in the first page of the directory and consists of a
box containing approximately 80 words and can include information on events, phone
numbers and website address.
The City would provide the photograph and cover story and it is subject to BAPCO
approval.
2) City to provide the following items at a value of $ 35,500-
Sponsorship of all Sanford 125th Anniversary events from October 1,2002 through July 4,
2003 ( up to of 80 events)
· Includes banner prominently displayed at all events (banner supplied by BAPCO)
· Mentions in all radio advertisements
· Logo in all print advertisements
Taste of Sanford Sponsorship
· Including Signage and Dining Guides/Golf Guides/CDs (as available) distributed bY: ·
event personnel
Distribution of Orlando CDs and guides by event personnel at Candlelight/Holiday Tour of
Homes (Dec 6-8), Chamber of Commerce Mardi Gras (Feb 14-15), SpringFest (April 12)
BAPCO logo featured prominently on all subsequent outdoor billboards (minimum of 2)
BAPCO logo featured prominently on all subsequent calendar handouts.
Contact-
R.T. Hillery
City of Sanford
300 N. Park Avenue
Sanford, FL 32771
40%330-5697
Exhibit B
The Real Yellow Pages®
The Real Yellow Pages® is our proper brand identity and should replace any
use of the BellSouth Yellow Pages.
The Real Yellow Pages® should not be shortened or used in part. For
example, "The" should not be dropped and no words, such as city names,
· should be inserted in the mark. The correct usage to designate a spe,cific
book is "The Real Yellow Pages® directory for Atlanta." It is incorrect to
say "The Atlanta Real Yellow Pages" or "Atlanta RealYellow Pages®."
"Real" should always be underlined except when underlining is not
available. "Real" should then be italicized.
The first letter of each word, including "The" must be capitalized in every
use.
The ® symbol provides notice that the mark is registered and should be used
in all graphics and headlines. In addition, it should be included in the first
use in text in any document.
Whenever possible, the mark should be followed by the generic term
"directory", which should not be capitalized. For example: "The Real
Yellow Pages® directory for Atlanta is now being delivered."
The mark should never be used in a possessive form, such as The Real
Yellow Pages'Consumer Tips feature.
Correct: Look for the Consumer Tips feature in The RealYellow Pages
directory.
Uses of the mark in graphic form should not occur in text and should appear
only in approved camera-ready form,
Advertisers may be permitted to use the mark solely for the purpose of
denoting that they are advertisers. For example: "See our ad in The Real
Yellow Pages® directory."
Proprietary Information
t '~The Rccd Yellow Pages Iogoslick
x; x
BELLSOUTH
x
X
BELLSOUTHI
BELLSOUTH
This page contains camera-
ready artwork for The Real
Yellow Pages brand logotype.
No alterations to the
logotypes are allowed. This
includes any changes to the
placement, style, and
proportions of the elements
and letterforms within the
logoty~)es,
Size: These logotypes mcrf
be enlarged or reduced as
The logotype, must be
surrounded by a minimum
amount of clear space equal
to the height of the ,,~. in
~BellSouthf It adjusts
proportionally according to
the size of the logotype you
are using, See example.
Color: The bell symbol crud
~BeltSouth," are BellSouth Blue.
In lieu of BellSouth Blue, Use
PANTONE 300 or the four-colo~
formula: C:100, M:43, Y:0, K:0,
"The Recfl Yellow Pages~ is
PANTONE Red 032 or the four-
color formula: ~2:0, M:94, Y:87,
K:0. The logotype can also be
reproduced in all black, or bE
reversed out to white from
any' full-color back~ground,
illustration, or photographic
image that provides sufficien'
contrast.
Register mark: As a rule, a
register mark (~) should
appear in one place on every
piece of printed material--on
The Real Yellow Pages brand
logotype--usually on the
logotype in the sign~off
position on the back of the
item. Register marks and
appropriate legal protection
notification should also
appear in advertising. For
guidance or more
information, contact your
organization's corporate
identity coordinator.