Agenda - Council Work Session - 07/09/2019

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PRIME DVERTISING Production The City shall be responsible for providing Prime with any electronic copies of articles they would like included, as well as any photos (either electronic or actual) to be published. Prime may also provide photos and/or stock art in the design/layout of the Guide with final approval by the City. Prime warrants it has rights to the photos and/or stock art it provides and will indemnify and hold harmless the City from any and all claims arising from copyright infringement relating to the use of said photos and/or stock art in the design/layout of the Guide. Prime shall be responsible, subject to this agreement, for all aspects of production of the Guide including, but not limited to, design, layout, printing and post -production delivery of all Guides. Ownership/Copyright Prime shall own the copyright of the Guide, provided that each party shall retain ownership rights, including copyright, of their respective independent contributions to the Guide. As owner of the copyright of the Guide, Prime shall have the right to reproduce and distribute all or part of the Guide for any purpose. Distribution Prime, through the U.S. mail, shall distribute the Guide. Prime is responsible for receiving routes, count information, and mailing of Guides accordingly. The Guide shall be distributed to each residential unit, including apartments, townhouses and condominiums, and to each business located within the geographic confines of the City of Ramsey, except for Post Office Boxes. Approximately two hundred (200) additional copies shall be initially delivered to the City at no charge. They City may request additional copies as needed. Prime shall provide the City with a digital edition of the Guide for posting on the City website. Publishing Fee The City shall pay a per issue comprehensive publishing fee of $6,500. This includes all services outlined under Prime Deliverables including editorial, design, production, printing and mailing. Additional charges will apply to the City when an item(s) is inserted in the Guide at the City's request. Cost will depend on the size and weight of item inserted. Cost of insertion items weighing more than 1/2 ounce will be handled on a case - by -case basis. Prime shall not insert any item without prior review and approval by the City. Printing, postage, and mailing costs will be reviewed annually as postal routes change. Term The initial term of this agreement will be for three years for the City of Ramsey Community Resource & Residents' Guide with sales and production starting upon execution of this agreement. The terms of this agreement will be reviewed, and a longer -term contract may be agreed and executed by both parties in September of the 3rd contract year. Termination Each party shall retain the right to terminate this agreement by giving 180 day written notice to the other party of such termination. Independent Contractor Indemnification It is understood and agreed that Prime is an independent contractor and is not an employee of the City. As such, Prime agrees to indemnify, save and hold harmless the City from any and all claims of every kind and nature which may arise out of the advertising content of any Guide and Prime's performance of this contract. In turn, the City agrees to Prime Advertising & Design, Inc. 16450 Wedgwood Road N, Suite 100, Maple Grove, MN 55311-3649 I Office 763.551.3700 I primeadvertising.com Page 3 of 5