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HomeMy WebLinkAbout25627CONTRACT NUMBER: P-08-443-H CONTRACT TITLE: Yellow Pages Advertising COUNTY OF FRESNO C-TI ,Torn,T PU -XHASlNG DATE: 811 012009 THlS EXTRACT IS FOR REFERENCE AND INFORMATIONAL PURPOSES ONLY. ALL BUSINESS AND MANAGEMENT DECISIONS MUST BE GOVERNED BY THE UNDERLYING CONTRACT. ANY QUESTIONS MUST INCLUDE THE CONTRACT NUMBER AND BE ADDRESSED TO THE COUNTY'S PURCHASING OFFICE AT 456-71 10. CONTRACT PERIOD: 811 312008 thru 613012010 ;~~~$"CLUDE USING AGENCIES: ITSD, Communications Net 30 Days TERMS: DELIVERY TERMS: DELIVERY TIME: BUYER: H - Patricia J. Flaherty qyfJaq CONTRACT VALUE: $1 5,000.00 Annual Maximum LOCATION: VENDOR NUMBER: 0000241543 NAME I ADDRESS: AT 81 T Services 170 Shaw Avenue Fresno, CA 93704 REPRESENTATIVE: Joseph Sanchez TELEPHONE: (800) 998-4201 FAX: (559) 230-081 8 E-MAIL: BOARDIGROUPISTATE CONTRACT NO: REQUISITION NO'S: 89051 00046 ~ew CancellaUon Reference: ~enewal Short Term Tic Date: ~21112009 ~djustment Evergreen Code: 444 ~dd0n Kill REPORTS: None Org: 8930 Supersedes COMMODITIES, SERVICES OR MAINTENANCE COVERED UNDER THlS ACTION: Provide advertising in AT & T Yellow Pages for a variety of County Departments. SPECIAL CONDITIONS FOR USE: Agreement does not automatically renew. BWER VENDOR: AUDITOR: DEPARTMENT: REWISmONER: Extract Page 1 of 1 AT&T ADVERTISING & PUBYSHING ADVERTISING CONTRACT TERMS AND CONDITIONS 1. CONTRACT: This AT&T Advertising 8 Publishing Advertising Contract (the "Contract"), is between Publisher and Customer, as those terms are defined herein. This Contract consists d the order page(s) (the 'Order'), any properly exeated addendums, and these Terms and Conditions, as modified from time to time by Publisher in the manner provided herein (the Ts&Cs"). 2. DEFIMTIONS (a) "Advertising" means, individually and collechvely, items speafied on the Order and for which a charge is assessed; (b) "Artwork" means the Advertising, or any portion thered, indudng but not limited to, text, graphics, ilustrations, syrnbds, logos and photcgraphs to be published, displayed, distributed or disseminated pursuant to this Contract; (c) 'Customer* mans the business, person or dher legal entity shown as the Customer on the face of the Contract, its owners and successors; (d) "Directory" means the Yellow Pages, White Pages andlw lntemet directory or directories speafied on the Ordec; (e) "Distribution Site" means each of Publisher's distribution or fulfillment vendors, each d their assodated disbibution nelwuks andla each lntemet search engine on which Publisher places Advertising; (f) "Final Date For Changes" is the date so specified on the Order, a if no such date appears or if the Contrad is signed by Customer after such date, then the third (39 day after execution; (9) "lnternet Advertising" means Advertising which appears on the intemet (whether on Yellowpages.com a otherwise) or is otherwise dstributed via any electronic method d distribution; (h) "lnternet Directory" means any internet or electronic based directory lype service upon which the Advertising will be placed pursuant to the Order, it bang understood that Publisher generally tracks lnternet Directories by geographical location in assodalion with conesponding Yellow andlor White Pages drectories; (i) "lssue" means any particular issue of the Directory in which he Advertising appears; Q "Issue Date" as to a Yellow andu White Pages directory means the first day of the month/year identified on the cover of that Directory and, as to an lnternet Advertising, means the first day upon which the Advertising is initidly fulMled for the lnitial Term and the lssue Date of the associated Yellow andlor White Pages directory fa any Renewal Term; (k) 'Issue Lie' means the time between a Directwy's lssue Date and the lssue Date of the next succeedng issue of the Directory; (I) "Limited Inventory Advertising" (also "LIA), induding "General LIA" and 'Specialty LIA" designated as such on the Order, means advettising items that are limited in availability andlor quantity, induding but not limited to Leader Ads and Advertising on print directory covers and/or Priority Locsl Listings on the internet; (m) "Performance Based Advertising" means any Advertising (or portion thereof) fcr which Publisher charges Customer based on the number of dicks, calls, searches andlor other actions (each an "Action" and collectively "Actions") generated in connection therewith, as more pwticularly desaibed in Section 9.3; (n) "Preference" means any dam on the pat d Customer to prionty andor preferential treatment with resped to any advertising product sdd by Publisher, induding without limitation, daims of 'seniority" andlor LIA related renewal or contingency rights, whether written or otherwise; (0) "Print Directory Advertising" means dvectising (excluding LIA) that appears wthin a Yellow or White Pages directocy; (p) "Publisher" means: Ameritech Publishing, Inc for directories induding mmunities located primarily in Indiana, Mchigan, Ohio and Wisconsin; AT&T Advertising, L P., by and through its sales agent Southwestern Bell Yellow Pages, Inc.. for directories induding ammunities primarily located in Arkansas. Kansas. Misscuri, Oklahoma and Texas; Nevada Bell, by and thrqh its sales agent Pmfic Bell Directory, for directories published by that company and induding communities located primarily in Nevada; AT&T Advertising, L. P., by and through its sales agent Paafic Be4 Directory, for directories induding communities primarily located in California; SNET Information Services, Inc. for diredories induding communities located primarily in Connadicut: and. hthwestem Bell Advertising Group, Inc. for directories induding ammunitii located in Arizona and directories published by that company in Nevada, all of said companies drma 'AT&T Advertising & Publishing;" and, with respect to Internet Advertising only, the Publisher shall also indude YellowPages.m LLC; and (q) "RenewlCancel Date" means the date by which PubW must receive written ndice of Customer's dedsion to either renew or cancel LIA, if applicable. 3. TERM. (a) INITIAL TERM. This Contract is effective when executed by Customer (either in writing or by electronic signature or when Custuner voice verifies Customer's oral request for AherIisiing); provided however, that effectiveness remains subject to acceptance1 rejedion by the Publisher as described herein. Unless otherwise specrfied, the initial term of this Contract (the "Initial Term") shall be from the effective date thrcugh the end d the latest lssue Life of the Directory(s) spedfied in the Order. (b) AUTOMATIC RENEWAL. UNLESS OTHERWISE EXPRESSLY SPECIFIED IN THE ORDER, IT IS CUSTOMER'S INTENTION IN ENTERING INTO THlS CONTRACT THAT THE ADVERTISING BE PLACED IN THE ISSUE OF THE DIRECTORY SPECIFIED ON THE ORDER AND EACH SUCCEEDING ISSUE, UNTIL CANCELED BY CUSTOMER OR PUBLISHER, OR SUPERSEDED BY A SUBSEQUENT CONTRACT. WITH RESPECT TO EACH SUCH SUCCEEDING ISSUE, THlS CONTRACT SHALL AUTOMATICALLY RENEW, UNLESS CANCELLED IN THE APPLICABLE MANNER PROVIDED HEREIN, FOR THE ISSUE LIFE OF THE SUCCEEDING ISSUE (THE "RENEWAL TERM"). All services provided during the Renewal Term will be subject to the thencunent Ts&Cs, pricing and other terms for the applicable Advertising, copies of which shall either be provided to Customer or made available on the Publisher's official website(s) (such then current terms and conditions being the Ts&Cs for purposes of this Contract). Unless this Contract is properly cancelled or otherwise terminled hereunder, and if Publisher elects to publish andlor continue to otherwise fulfill the Advertising, Customer hereby agrees to pay for such Advertising for each billing cycle of Ute Renewal Term at Publisher's then standard rates during such billing cycle for the applicable Advertising, which standard rates may be higher than the rates set fwth on the Order. (c) CANCELLATION I RENEWAL TERMS. (i) Custuner may cancel this Contract, in whde or in part mly by written notice signed by an authorized representative dcustcmer sent by "U.S. Certified Mail" to Publisher at Publisher's address on the Order and mailed return receipt to the attention of 'AT&T Advertising 8 Publishing, AllN: Cancellalion Manager.' (ii) For a particular Print Directow Advertiisma or lnternet Advertisinq, as to the lnitial Term, Customer must deliver notice of cancellation to Publisher on or before the Final Date for Changes spedfied on the Order for the Directory in which such Advertising product shall be published I fulfilled. If the Contract is executed a authorized after the Final Date fa Chaqes, or if no Find Date for Changes is specified on the Order, Customer must deliver notice of cancellation to Publisher within three (3) days of execution I authorization. Regarding a Renewal Term, with respect to any particular Direday, notice d cancellation must be received on or befae the Final Date for Changes applicable to a particular Print Directory andor the lssue Date for any applicable Internet Directory. Customer is responsible to obtain the Final Date for Changes for a subsequent issue of a Diredory from Publisher's Customer Service Office by calling the number specified on the Order. If Customer chooses to have any lnternet Advertising removed from any site andlor dscontinued prior lo the end of the Initial Term or Renewal Term, as the case may be, Customer shall notify Publisher in writing and the unpaid balance for the entjre Initial Term or Renewal Term will become immediately due and payable. (iii) For LIA dud& as to the issue of the directory specified on the Order, there is no right to cancel. Wlth regard to any subsequent issue of the Directory, notice must be received on or before the RenMand Date estaMied for the subsequent issue, which date Customer is responsible to obtain by calling the tollfree number fa Sales listed on the Order. (iv) Publisher may cancel andlor reject this Contract in whde or in part at any time and fa any reason or no reason as determined by Publisher in its sole and absolute discretion, and in such event, this Contract will remdn -ve as to any Advettising not canceled or rejected. Voluntary suspension of billing activity by Publisher with resped to all or any portion of an Order shall nd, absent definitive dacumentalion to the contrary, ccnslitute cancellation or rejection of this Contract and Publisher shall retain the right to enforce the remainder of any applicable Initial andlor Renewal Term and to resume billing when and as it deems appropriate in connection therewith. (v) Cancellation shall immediately extinguish any Preference(s) Customer may daim. For purposes ofthis extinguishment d Preference(s), Publisher shall be entitled to immediately rely upon a Customer's verbal expression of cancellation, without requirement d written confination thereof. (d) CHANGES TO THE DIRECTORY(S) AND/OR ISSUE LIFE(%. (i) If timely notice of cancellation is not received, and if no subsequent Directory serving the sme geographic area is published, Publisher may, in Publisher's discretion, choose to place the Print Directory and/or Limited Inventory Advertising in an alternate Directory serving all or part of the same geographic area, even if the geographic scope is d~fferent from the preceding geographic scope, and Customer will pay for such Advertising at the then-existing undiswunted rates for the alternate D~efdory. (ii) The lssue Life of any Directory is not fixed. Publisher typically prints diredories in twelve-month intervals but has the right to extend or reduce the lssue Life for a period of not more than six months, without notice to Customer. The lssue Life d an lnternet Directory may vary upon fulfillment of the applicable Advertising, but will generally be ceterminus with the assodated Print Directory and is subpct to extension or redudion in the same manner therewith. In the event an lssue Life is extended, the parties agree that the term of this hb-ad shall likewise be extended and Customer agrees to pay additional charges assodated with the extended lssue Life at the monthly rate then in effect for the Customer for the appliie Diredory. 4. PAYMENTFOR ADVERTISING. (a) The full mount of all charges represented on the Order shall be assessed on the lssue Date of any Print Directory Advdsing or UA and on the fulfillment date of any lnternet Advettising. Notwithstanding the foregoing, unless otherwise specified by Publisher, Customer will pay the charges specified on the Or& (plus any applide taxes) at the times specified on Publisher's invoices. Publisher typically bills on a monthly basis, however, Publisher may require payment on other than a monthly basis for credit or other reasons. Mere, for whatever reason, a particular billing period is not a whde month, Publisher may adjust the charges specified in the Order to acmnt for the shater period. Publisher reserves the nght to require partid or full payment in advance as a condition of publication or fulfillment or to charge Customer a reasonable fee for requests that exceed our customary senrim, induding, for example, excessive content changes, probacted design development a premise visits. Payments are due on the due date spedfied on the invoice or, if no payment date is specified, then thirty days after the date of the invoice. Customer will pay any sales, use a other local, state, federal, foreign or other taxes or governmental fees arising out of or in connection with this Contract, other than taxes based on Publisher's net income, as applicable. (b) Upon Customer's failure to pay any invoiced aniount when due. Publisher may accelerate the billing wd collection of dl remaining charges for all Adverbsing, without further notice to Customer, induding charges that are separately billed and nd past due. Customer will be lie to Publisher for any returned check fees and any other fees allowed by law, and agrees to pay altuneys' fees and costs that Publisher or its agents incur in cdlectvlg any unpdd ambunts. Publisher may also remove any Advetking, in whde or in part and whether mered by this Contract or any other Contract Customer may have with Publisher or any of its affiliates, h any plint a interndWonic diredory a, in the case of Advertising placed on Distribution Sites, cause to be removed, Customer's Advertising and suspend PuMier's sanrices hereunder if payment is nd received by the due date. Failure to pay when due may also result in the extinguishment of any Preference(s). Customer's prompt payment of any costs that Publisher incurs