12-R-85 Advertising and Printing Agreement with San Antonio PressRESOLUTION NO. 12-R-85
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS AUTHORIZING AN ADVERTISING AND PRINTING
AGREEMENT WITH SAN ANTONIO PRESS, AND OTHER MATTERS
IN CONNECTION THEREWITH
WHEREAS, the City staff of the City of Schertz (the "City") has determined that the City
requires an Advertising and Printing Agreement for printing services relating to the printing of
the Schertz Magazine; and
WHEREAS, City staff has determined that the San Antonio Press is uniquely qualified to
provide such services for the City; and
WHEREAS, pursuant to Section 252.022(a)(16), of the Texas Local Government Code
the City is not required to seek bids or proposals with respect to a procurement for advertising
(other than legal notices); and
WHEREAS, the City Council has determined that it is in the best interest of the City to
contract with San Antonio Press pursuant to the Magazine Printing Services Agreement attached
hereto as Exhibit A (the "Agreement").
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS
THAT
Section 1. The City Council hereby authorizes the City Manager to execute and
deliver the Agreement with San Antonio Press in substantially the form set forth on Exhibit A.
Section 2. The recitals contained in the preamble hereof are hereby found: to be true,
and such recitals are hereby made a part of this Resolution for all purposes and are. adopted. as a
part of the judgment and findings of the City Council.
Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with
any provision of this Resolution are hereby repealed to the extent of such conflict, and the
provisions of this Resolution shall be and remain controlling as to the matters resolved herein.
Section 4. This Resolution shall be construed and enforced in accordance with the
laws of the State of Texas and the United States of America.
Section 5. If any provision of this Resolution or the application thereof to any person
or circumstance shall be held to be invalid, the remainder of this Resolution and the application
of such provision to other persons and circumstances shall nevertheless be valid, and the City
Council hereby declares that this Resolution would have been enacted without such invalid
provision.
Section 6. It is officially found, determined, and declared that the meeting at which
this Resolution is adopted was open to the public and public notice of the time, place, and subject
matter of the public business to be considered at such meeting, including this Resolution, was
given, all as required by Chapter 551, Texas Government Code, as amended.
Section 7. This Resolution shall be in force and effect from and after its final
passage, and it is so resolved.
PASSED AND ADOPTED, th~~ d y of, 2012.
ATTEST:
.. ~I
Brenda Dennis, City Secretary
CITY OF S TEXAS
- ,
/NtCrIA~ ~' 2FEJ1t2 . C!a/i9i~
(CITY SEAL)
EXHIBIT A
ADVERTISING & PRINTING AGREEMENT
50077397.1 A-1
PAPER AND PRINTING AGREEMENT
BETWEEN; GJM Ventures DBA: San Antonio Press (the "Printery)
AND: The City of Schertz (the "Customer")
This Paper and Printing Agreement (the "Agreement°) is effective upon the last date of execution of this
Agreement by the Printer and the Customer (the "Effective Date"), and sets forth the terms and conditions
by which the Printer having an address of 300 Arbor Place, San Antonio, Texas 78207, shall supply the
products and services specified by the Customer, having an address of 1400 Schertz Parkway, Schertz,
Texas 78154.
THE PARTIES HERETO AGREE AS FOLLOWS•
TERMS AND CONDITIONS OF CONTRACT
1. Work Undertaken.
Customer retains the services of the Printer to print the following publication: The Schertz Tales Magazine
(the "Magazine"). Printer hereby agrees to perform all services necessary to print, bind, package and mall
the Magazine on a monthly basis in accordance with the Customer's specifications as communicated in
writing from month to month and as set forth in this Agreement. Such specifications shall include, but not
be limited to:
a. Finished Size: 8 3/B inches x 10 % inches;
b. 48-page plus cover;
c. Cover stock 80# Silk Cover 414 with Satin AQ;
d. Text stock 80# Silk text 4/4 with Satin AO;
e. Saddle stitched book;
f. Preparation, plafe making, offset make ready, offset printing;
g. Production of physical or pdf proof;
h. Binding and trimming;
i. Delivery of the agreed number of the Magazine by truck to the mail house for mail preparation
after binding, on behalf of Customer;
j. Transportation of the agreed number of the Magazine by truck to the United States Postal Service
("LISPS") for mailing on behalf of the Customer; and
k. Delivery of an agreed upon number of the Magazine to the Customer's offices;
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I. Printer agrees to produce a high quality, commercially acceptable Magazine in line with the
standard of quality herein defined and as mutually agreed upon by Printer and Customer. Printer
shall take precautions to identify any potential defects and shall use its best efforts to inform and
consult with Customer on the solution to any such potential defects in sufficient time for correction
prior to printing.
m. Customer shall issue a work order for each issue including the print run, the nature of the work,
the final quantities, and mailing documentation. Customer agrees to provide any Customer-
furnished material in accordance with the production schedule to be mutually agreed upon by the
Printer and Customer. Revisions to any delivery dates and any increases to price, resulting from
Customer's failure to adhere to the established production schedule, shall be mutually agreed to
by Printer and Customer prior to Printer providing any services outside the production schedule.
n. Printer shall use its best efforts to keep the contents of each issue of the Magazine confidential
prior to general public distribution.
o. Quantity produced monthly: At least 14,000 copies of the Magazine.
p. DATES OF MAGAZINE ISSUE: October 2012, November 2012, December 2012, January 2013,
February 2013, March 2013, April 2013, May 2013, June 2013, July 2013, August 2013, and
September 2013. One month will be printed on the web lower quality to accommodate 12 months
of printing.
2. Tenn and Renewal.
This Agreement shall be effective from October 1, 2012 through September 30, 2013. This Agreement
shall be automatically renewed for successive one (1) year periods for up to five (5) years unless either
party gives written notice of its intent to terminate the Agreement at least forty-five (45) days prior to the
Agreements termination, or unless the City Council of the Customer fails to approve the costs associated
with the renewal term in the annual budget for the Customer for the applicable renewal contract term.
Both Printer and Customer shall review the costs associated with printing of the Magazine and request
any price adjustments for services in July of each year for the following contract year commencing on
October 1. Any price adjustments are subject to approval by applicable Customer policies in existence at
the time of renewal.
3. Termination.
In the event that either party believes that the other party has materially breached any obligations under
this Agreement, such party may so notify the breaching party in writing. The breaching party shall have
thirty (30) days from the receipt of such written notice to cure the alleged breach and to notify the non-
breaching party in writing that cure has been effected. If the breach is not cured within the thirty (30) days,
the non-breaching party shall have the right to terminate the Agreement without further notice. However, if
in Customer's reasonable business judgment, Printer's breach substantially impairs Customer's ability to
distribute its Magazine on time, Customer shall have the right to immediately terminate the Agreement
and move the work to another printer. In any event, upon termination for any cause, Printer will cooperate
fully with Customer in the transition process to a new printer.
In the event of early termination permitted by this Agreement, the Customer shall be entitled to a refund of
any fees or pro-rata portion thereof paid by Customer for any remaining period of the Agreement from the
date of termination.
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Under the provisions specified above, this Agreement may be terminated for:
1. Failure of Customer to prepay for paper and printing services by October 15 of the applicable
contract year.
2. Failure of Printer to produce and maintain high quality standards of reproduction consistent with
industry standards.
3. Failure of Printer to bear the cost (including paper and ink) of makeyoods caused by any error or
omission attributable to Printer.
4. Failure of Printer to produce Magazine in accordance with the production schedule.
5. Failure of Printer to deliver Magazine to mail house in accordance with the production schedule.
6. Failure of Printar to deliver Magazine to the USPS in accordance with the production schedule.
7. Printer appointing new sales representative for Customer without written approval by Customer.
8. Upon the occurrence of an event of force majeure which prevents or substantially hinders the
Printer's full performance of this Agreement (force Majeure includes, but is not limited to: strikes,
war, fire, flood, Acts of God, and any other unforeseen events of a similar nature not within the
control of either party), Printer shall have the right to move all or part of the services to another
facility ("Substitute Facility") provided that within three (3) business days of the occurrence of the
event of force majeure Printer provides assurances satisfactory to Customer that the work can be
performed at the Substitute Facility to the same standards of quality and upon the same price
terms as herein agreed; failing which, Customer shall have the right to move the work to another
printer of its own choosing for the duration of the event of force majeure. If the event of force
majeure wntinues more than forty-five (45) days, and Printer has removed the work to the
Substitute Facility as provided above, then if Customer is satisfied with the work of the Substitute
Facility, Printer has the option of continuing this Agreement in full force and effect and upon all
terms and conditions hereof, as to all services so removed, except that the work shall be
performed at the Substitute Facility. If Customer has removed the work to a printer of its own
choice as provided above, then Customer may terminate this Agreement.
Except as otherwise expressly set forth in this Agreement, upon termination, Customer shall not be liable
for any of the Printers costs: (a) incurred or ordered after notice of termination; (b) which can be
cancelled at no loss to the Printer, or (c) in excess of the out-of-pocket loss to the Printer of any unused
items sold to other Customers or third parties or returned to suppliers. In any event, Printer's costs will
only include normal manufacturing expenses.
4. PRICE AND PAYMENT.
Customer will prepay for the paper and printing services in the amount of ONE HUNDRED FIFTEEN
THOUSAND DOLLARS AND NO/100 ($115,000.00) for the Magazine issues dated October 1, 2012
through September 30, 2013. This amount shall include all services listed under the "Work Undertaken"
section above. Printer shall submit one invoice, in sufficient detail satisfactory to Customer, for the paper
and printing services.
If this Agreement is renewed, Printer shall invoice annually, and Customer shall prepay annually, the
paper and printing services for the next year's services in such amount as mutually agreed to by Printer
and Customer.
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An annual increase or reduction in the price of paper, ink, labor and manufacturing, may be initiated by
either party under the following Conditions:
1. The Customer's costs are discussed by both parties annually each July for the upcoming contract
year commencing on October 1;
2. The number of editions or issues of the Magazine increases or decreases;
3. The quantity of the Magazine increases or decreases;
4. The method of printing is adjusted; or
5. The type of paper and the number of pages for the Magazine is adjusted.
Prices and fees not covered under this Agreement include:
1. Ink jet, sort, postage, and delivery expenses to the USPS;
2. Additional charges for new plates after proof approval. Printer will notify Customer prior to such
charges; and
3. Any other modifications to the Agreement initiated by Customer that are not listed in the "Work-
Undertaken° section above.
Printer shall submit monthly subsequent Invoices to Customer for delivery and postage costs.
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IN WITNESS HEREOF the parties have executed this Agreement to be effective as of the
Effective Date.
The City of Schertz
By:
hn C. Kessel, City Manager
Date: ~Q ~ ~ - ~Z
GJM Ventures DBA: San Antonio Press
By: .~.~
Name: ~~ U; ~~i=i~G- GL ;,v
Title: U P. Q,p~ra,~i a n S-
Date: 9- ~0 - 2-U ia--~
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