2018/12/12 Council Agenda Packet

of two (2) weeks prior to the airing, publishing, posting and/or dissemination of advertising materials. b. City Advances: City shall advance funds to Contractor for costs and fees associated with the placement of City's advertising, based on an approved work plan,not to exceed 25% of the remaining contract balance. Contractor may apply said funds to payment of City's pre-approved placement costs. Upon request, Contractor shall provide City with a monthly accounting of all receipts and expenditures of funds advanced by City. c. Contractor Fees: (1) Agency Placement Service Fees: Placement service fees are deemed earned at the time of placement. Contractor shall bill City for all such fees and City shall pay the same within thirty (30) days, and prior to the airing, publishing, posting, or dissemination of advertising materials. Balances more than thirty(30) days past due will accrue interest at 1%per month. d. Vendor/Third Party Billing: City acknowledges that at times it may be desirable, advantageous, or expedient for Contractor to directly contract with various third party vendors for the placement of City's advertising. Contractor may,but is not obligated to, enter into such third party contracts for City's benefit. As a precondition to entering into such contracts, Contractor may require City to advance funds as defined above in paragraph(b), and on such terms as Contractor deems necessary to pay such third party contracts. In any event, so long as Contractor enters into such third party contracts in good faith and for the exclusive benefit of the City, the City agrees to make payments to Contractor in such amounts and at such times as necessary so as to enable Contractor to comply with the terms and conditions of such third party contracts. e. Placement: Placement means an agreement by a third party media vendor to air, publish, post or otherwise disseminate City's advertising material. For purposes of this agreement, Contractor is deemed to have placed City's advertising material with a vendor when Contractor is the direct or indirect procuring cause of the vendor's agreement to disseminate said materials regardless of whether Contractor is named as a formal party to any written agreement with the vendor. f. Changes and Cancellations: City has the right to modify, revise, or cancel placement by giving at least thirty (30) days notice. Contractor will take proper steps upon instructions from the City to effectuate such changes promptly. However, the City agrees to reimburse Contractor for any expenses incurred according to the terms and conditions of this Agreement for all work done prior to such modification,revision, or cancellation. Actual paid media placement not to exceed $136,000.00. (Form Approved by City Attorney's Office November 1,2009) 16