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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.