Ordinance No. 11,382ORDINANCE NO. 11,382
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS. AUTHORIZING THE CITY MANAGER TO EXECUTE AND THE
CITY CLERK TO ATTEST TO AN AGREEMENT FOR ADVERTISING
SERVICES WITH LOVE INC., OF BAYTOWN FOR ITS CELEBRATION OF
LOVE! TO BE HELD ON AUGUST 28. 2010, AT BICENTENNIAL PARK;
AUTHORIZING PAYMENT OF HOTEL OCCUPANCY TAX REVENUES IN
AN AMOUNT NOT TO EXCEED TEN THOUSAND AND NO/ 100 DOLLARS
($10,000.00); GRANTING A VARIANCE TO CHAPTER 42 "HEALTH AND
SANITATION," ARTICLE V "LIVE OUTDOOR EXI- IIBITIONS," SECTION
42 -286 "PERMIT REQUIRED" OF THE CODE OF ORDINANCES, CITY OF
BAYTOWN. TEXAS, TO WAIVE THE DISTANCE REQUIREMENT FOR
LOVE INC., OF BAYTOWN'S CELEBRATION OF LOVE! CONTINGENT
UPON THE FILING OF THE REQUISITE APPLICATION: GRANTING A
VARIANCE TO EXEMPT LOVE INC., OF BAYTOWN'S CELEBRATION OF
LOVE! FROM THE PROVISIONS OF CHAPTER 74 "PEDDLERS AND
SOLICITORS" OF THE CODE OF ORDINANCES, BAYTOWN, TEXAS,
CONTINGENT UPON THE FILING OF AN APPLICATION AND
RECEIVING A PERMIT FOR A LIVE OUTDOOR EXHIBITION; AND
PROVIDING FOR THE EFFECTIVE DATE THEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN.
TEXAS:
Section 1: That the City Council of the City of Baytown. Texas, hereby authorizes
the City Manager to execute and the City Clerk to attest to an Agreement for Advertising
Services with Love Inc.. of Baytown for its Celebration of Love! A copy of such agreement is
attached hereto as Exhibit `'A' and incorporated herein for all intents and purposes.
Section 2: That the City Council of the City of Baytown hereby approves the budget.
attached hereto as Exhibit "B" and incorporated herein for all intents and purposes, and
authorizes payment of hotel occupancy tax revenues to Love Inc., of Baytown in an amount not
to exceed TEN THOUSAND AND NO 1100 DOLLARS ($10,000.00), pursuant to the agreement
authorized in Section 1 hereof.
Section 3: That contingent upon the tiling of an application, the City Council of the
City of Baytown hereby grants a variance to Chapter 42 `'Health and Sanitation, " Article V "Live
Outdoor Exhibitions," Section 42 -286 "Permit required" of the Code of Ordinances. Baytown,
Texas, to waive the distance requirement for the Love Inc., of Baytown's Celebration of Love! to
be held August 28, 2010. at Bicentennial Park, from 5:00 p.m. to 9:00 p.m.
Section 4: That contingent upon Love Inc., of Baytown's filing of an application and
receiving a permit for a live outdoor exhibition pursuant to Section 42 -286 of the Code of
Ordinances, Baytown, Texas, the City Council of the City of Baytown hereby grants a variance
to exempt Love Inc.. of Baytown's Celebration of Love! to be held on August 28, 2010, at
Bicentennial Park, from 5:00 p.m. to 9:00 p.m., from the provisions of Chapter 74 "Peddlers and
Solicitors" of the Code of Ordinances. Baytown. Texas.
Section 5: This ordinance shall take effect immediately from and after its passage by
the City Council of the City of Baytown.
INTRODUCED. READ and PASSED. by the affirmative vg of the City Council of the
City of Baytown this the 22 "d day of June, 2010.
APPROVED AS TO FORM:
ACIO RAN11REZ, SR., City At Mey
STVHEN H. DONCARLOS,
R ",Karcn\Pilcs \Cit Council \Ordinances�2010Utine 22\ 1. ov elncHOTContract &Exemptioti4OpenAirVendors.doc
Exhibit "A"
Agreement for Advertising Services
STATE OF TEXAS
COUNTY OF HARRIS
THIS AGREEMENT made between the City of Baytown, Texas, a municipal corporation
(the "City"), and Love Inc., of Baytown, a non -profit corporation incorporated under the laws of
the State of Texas (the "Love Inc. ").
WHEREAS, the City of Baytown has enacted a hotel occupancy tax for the purposes
provided in Chapter 351 of the Texas Tax Code; and
WHEREAS, Section 351.101(a) of the Texas Tax Code authorizes the City to use revenue
from its municipal hotel occupancy tax to promote tourism and the convention and hotel industry by
advertising and conducting solicitations and promotional programs to attract tourists and convention
delegates or registrants to the municipality or its vicinity; and
WHEREAS, Love Inc., will conduct its "Celebration of Love!" which will be held on
August 28, 2010, and is expected to directly enhance and promote tourism and the convention
and hotel industry (the "Event ").
WHEREAS, Love Inc., proposes to use various means of advertising to promote the City
of Baytown together with the Event; and
WHEREAS, the City and Love Inc., desire to enter into an advertising services
agreement subject to the terms and conditions herein in order to enhance and promote tourism
and the convention and hotel industry;
NOW, THEREFORE., in consideration of the performance of the mutual covenants and
promises contained herein, the City and Love Inc., agree as follows:
I.
USE OF HOTEL OCCUPANCY TAX REVENUE
1.1 Use of Funds. For and in consideration of the payment by the City to Love Inc., of the
agreed payments of hotel tax funds specified in Article III, Love Inc., agrees to use such hotel tax
funds for advertising and conducting solicitations and promotional programs to attract tourists to the
City in a manner that directly enhances and promotes tourism and the convention and hotel
industry by providing advertising and entertainment services associated with the Event.
Funds which are unused shall be refunded to the City within fifteen (15) days after the conclusion
of the Event.
Agreement& Advertising Am=mern. Page I
1.2 Specific Restrictions on Use of Funds. Love Inc., agrees to demonstrate strict compliance
with the record keeping and apportionment limitations imposed by Sections 351.101(g), 351.103
and 351.104 of the Texas Tax Code, as applicable. Love Inc., shall not utilize hotel occupancy tax
funds for any expenditure which has not been specifically documented to satisfy the purposes set
forth in Sections I.1 and 1.2 herein.
11.
RECORD KEEPING AND REPORTING REQUIREMENTS
1.1 Budget.
(a) Love Inc., shall prepare and submit to the City Manager of the City an annual budget for
approval by the City Council, for such operations of Love Inc., funded by hotel occupancy
tax revenue. This budget shall specifically identify proposed expenditures of hotel tax funds
by Love Inc.,. Based upon the budget, the City should be able to audit specifically the
purpose of each individual expenditure of hotel occupancy tax funds from the separate
account relating to hotel tax funds. 'rhe City shall not pay to Love Inc., any hotel tax
revenues as set forth in Article III of this Agreement unless a budget has been approved in
writing by the City Council authorizing the expenditure of funds.
(b) Love Inc., acknowledges that the approval of such budget by the City Council creates a
fiduciary duty in Love Inc., with respect to the hotel occupancy tax funds paid by the City to
I.ove Inc., under this Agreement. Love Inc., shall expend hotel tax occupancy funds only in
the manner and for the purposes specified in this Agreement and in the budget as approved
in writing by the City Council.
2.2 Separate Account. Love Inc., shall maintain any hotel tax funds paid to Love Inc., by
the City in a separate account and shall not commingle such funds with any other money.
2.3 Financial Records. Love Inc., shall maintain complete and accurate financial records of
each expenditure of the hotel occupancy tax funds made by Love Inc.. These funds shall be
classified as restricted funds for audited financial purposes, and may not be used for contracted
services, including, but not limited to, auditing fees and attorney fees. Upon reasonable advance
written request of the City Manager or his designee, Love Inc., shall make such financial records
available for inspection and review and shall provide copies of the same if so requested. Love Inc.,
understands and accepts that all such financial records, and any other records relating to this
Agreement shall be subject to the Texas Public Information Act, as hereafter amended, and the
Local Government Records Act, as amended.
2.4 Quarterly Reports. After initial receipt of the hotel occupancy tax funds, and within
thirty (30) days after the end of every contract quarter in which funds are received, Love Inc., shall
furnish to the City a quarterly report, including:
(1) a completed financial report,
(2) a list of the expenditures made or copies of the invoice or receipts with regard to
hotel occupancy tax funds pursuant to TEx. TAx CODE §351.101(c), and
Ageement- ft"dvertisingAmgn Pap 2 - - — - _—
(3) a copy of all financial records (e.g., copies of front and back cleared checks or bank
statements, and other relevant documentation).
Love Inc., shall prepare and deliver all reports to the City Clerk in a form and manner approved by
the City Manager or his designee. Love Inc., shall respond promptly to any request from the City
Manager or his designee for additional information relating to the activities performed under this
Agreement.
2.5 Annual Report. Thirty (30) days after September 30, 2010, Love Inc., will furnish to the
City a performance report of its work under this Agreement which shall reflect overall activities
conducted and expenditures made pursuant to this Agreement.
2.6 Notice of Meetings. Lqve Inc., shall give the City Manager reasonable advance.written
notice of the time and place of all meetings of Love Inc.'s Board of Directors, as well as any other
meeting of any constituency of Love Inc., at which this Agreement or any matter subject to this
Agreement shall be considered.
III.
HOTEL OCCUPANCY TAX REVENUE PAYMENTS
3.1 Payments. Subject to Section 3.2 of this Agreement, as a consideration for Love Ine.'s
activities set forth in this Agreement, the City agrees to pay Love Inc., an amount not to exceed
TEN THOUSAND AND NO /100 DOLLARS ($10,000.00) from hotel occupancy tax revenues.
The parties understand and agree that the City's obligation hereunder shall not be greater than
the actual expense incurred by Love Inc., in performing the services required hereunder.
3.2 Due Date. The City shall pay the fee specified in Section 3.1 on or before the thirtieth
(30u') day after receiving a proper invoice therefor. However, the parties agree that any funds
not used for promotion of the arts or advertising and conducting promotional programs to attract
tourists to the Baytown area and the Event shall be refunded to the City within fifteen (15) days
after the conclusion of the Event.
IV.
TERM AND TERMINATION
4.1 Term. The term of this Agreement shall commence on the date of execution by the City
Manager and terminate October 31, 2010, or after Love Inc., has fully complied with all terms and
conditions herein, whichever is later. Only those expenditures authorized by this Agreement and
contained in the budget approved by the City Council, which are actually incurred for evehts and
activities taking place within the term of this Agreement, are eligible for funding. Any ineligible
expenditures or unspent funds shall be forfeited to the City upon termination of the Agreement.
4.2 Termination Without Cause.
(a) This Agreement may be terminated by either party, with or without cause, by giving the
other party thirty (30) days' advance written notice.
Aereement4bMdverdsing Agreement= Pnge3 - - —
(b) In the event this Agreement is terminated by either party pursuant to Section 4.2(a), Love
Inc., shall be entitled to payment for its services satisfactorily performed in accordance
with this Agreement up to the date of termination subject to Section 4.2(c).
(c) If this Agreement is terminated pursuant to Section 4.2(a), Love Inc., will provide the City:
(1) within ten (10) business days from the termination notification, a short-term
budget of probable expenditures for the remaining thirty-day period between
termination notification and contract termination. This budget will be presented
to the City Council for approval at the next regularly scheduled meeting for which
proper notice can be given after receipt thereof by the City. If the City Council
fails to act on the budget at such meeting and the budget does not contain any
expenditures that would be prohibited by the Texas Tax Code and is within the
term of the Agreement; the budget will be considered approved;
(2) within five (5) business days of a request from the City, a listing of expenditures
that have occurred since the last required reporting period;
(3) a final accounting of all expenditures and tax funds on the day of termination.
Any use of remaining funds by Love Inc., after notification of termination and prior to
termination is conditioned upon such contractual obligations having been incurred and
entered into in the good faith performance of those services contemplated in Section 1.1.
4.3 Automatic Termination. This Agreement shall automatically terminate upon the
occurrence of any of the following events:
(a) The termination of the legal existence of Love Inc.;
(b) The insolvency of Love Inc., the filing of a petition in bankruptcy, either voluntarily
or involuntarily, or an assignment by Love Inc., for the benefit of creditors;
(c) The continuation of a breach of any of the terms or conditions of this Agreement by
either the City or Love Inc., for more than thirty (30) days after written notice of
such breach is given to the breaching party by the other party; or
(d) The failure of Love Inc., to submit a financial quarterly report which complies with
the reporting procedures required herein and generally accepted accounting
principles prior to the beginning of the next contract term, or quarterly as required by
Section 2.4.
4.4 In the event that this Agreement is terminated pursuant to Section 4.2 or 4.3, Love Inc.,
agrees to refund any and all unused funds, or funds determined by the City to have been used
improperly within 30 days after termination of this Agreement. Additionally such termination
shall not affect Love Inc.'s obligation to comply with the reporting requirements articulated in
Article 11 or as may otherwise be required by Chapter 351 of the Texas Tax Code. Late
payments shall accrue interest at the rate provided in Section 2251.025 of the Texas Government
Code.
I u.yl 4 ' � , b1 i 1 .► rt! 3! .
V.
GENERAL PROVISIONS
5.1 Subcontract for Performance of Services. Nothing in this Agreement shall prohibit, nor
be construed to prohibit, the agreement by Love Inc., with another private entity, person, or
organization for the performance of those services described in Section 1.1. In the event that Love
Inc., enters into any arrangement, contractual or otherwise, with such other entity, person or
organization, Love Inc., shall cause such other entity, person, or organization to adhere to, conform
to, and be subject to all provisions, terms, and conditions of this Agreement and to Chapter 351 of
the Texas Tax Code, including reporting requirements, separate funds maintenance, and limitations
and prohibitions pertaining to expenditure of the agreed payments and hotel tax funds.
5.2 Independent Contractor. Love Inc., shall operate as an independent contractor as to all
services to be performed under this Agreement and not as an officer, agent, servant, or employee of
the City. Love Inc., shall have exclusive control of its operations and performance of services
hereunder, and such persons, entities, or organizations performing the same and Love Inc., shall be
solely responsible for the acts and omissions of its directors, officers, employees, agents, and
subcontractors. Love Inc., shall not be considered a partner or joint venturer with the City, nor shall
Love Inc., be considered nor in any manner hold itself out as an agent or official representative of
the City.
5.3 Insurance. Love Inc., shall, at a minimum, provide insurance as follows:
1. Commercial General Liability
• General Aggregate: $1,000,000
• Per Occurrence: $500,000
• Coverage shall be at least as broad as ISO CG 00 0l 10 43
• No coverage shall be deleted from standard policy without notification of
individual exclusions being attached for review and acceptance.
The following are general requirements applicable to all policies:
➢ AM Best Rating of B +; VII or better for all liability policies.
Insurance carriers licensed and admitted to do business in State of Texas will be
accepted.
➢ Upon request of and without cost to City of Baytown, certified copies of all insurance
policies and/or certificates of insurance shall be furnished to City of Baytown's
representative.
➢ Certificates of insurance showing evidence of insurance coverage shall be provided to
City of Baytown's representative prior to any work being performed at the site.
➢ Liability policies must be on occurrence form.
Y Each insurance policy shall be endorsed to state that coverage shall not be suspended,
voided, canceled or reduced in coverage or in limits except after thirty (30) days'
prior written notice by certified mail, return receipt requested, has been given to the
City.
➢ The City of Baytown, its officers, agents and employees are to be added as Additional
Insureds to all liability policies.
- - -- Amment- for-Advertising Ameemen Page-5--- -
Additionally, Love Inc., shall furnish separate certificates and endorsements for each at -risk
vendor, including those supplying amusement activities. All coverage of such vendors shall be
subject to all of the requirements stated herein.
5.4
Indemnity.
LOVE INC., AGREES TO AND SHALL INDEMNIFY, HOLD
HARMLESS, AND DEFEND THE CITY, ITS OFFICERS, AGENTS
AND EMPLOYEES (HEREINAFTER COLLECTIVELY
REFERRED TO AS THE "CITY "), FROM AND AGAINST ANY
AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION,
SUITS AND LIABILITY OF EVERY KIND, INCLUDING, BUT NOT
LIMITED TO, ALL EXPENSES OF LITIGATION, COURT COSTS,
AND ATTORNEYS' FEES, FOR INJURY TO OR DEATH OF ANY
PERSON, OR FOR ANY AND ALL DAMAGES ARISING OUT OF
OR IN CONNECTION WITH THE SERVICES PROVIDED BY
LOVE INC., PURSUANT TO THIS AGREEMENT, THE CONDUCT
OR MANAGEMENT OF LOVE INC.'S BUSINESS OR
ACTIVITIES, OR FROM ANY OTHER ACT OR OMISSION BY
LOVE INC., ITS AGENTS, AND EMPLOYEES, WHEN
PERFORMING SERVICES IN ACCORDANCE WITH THIS
AGREEMENT, WHERE SUCH INJURIES, DEATH OR DAMAGES
ARE CAUSED BY THE JOINT NEGLIGENCE OF THE CITY AND
ANY OTHER PERSON OR ENTITY AND /OR BY THE JOINT OR
SOLE NEGLIGENCE OF LOVE INC.. IT IS THE EXPRESSED
INTENTION OF THE PARTIES HERETO, BOTH LOVE INC., AND
THE CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS
PARAGRAPH IS INDEMNITY BY LOVE INC., TO INDEMNIFY
AND PROTECT THE CITY, ITS OFFICERS, AGENTS AND
EMPLOYEES FROM THE CONSEQUENCES OF (I) THE CITY'S
OWN NEGLIGENCE, WHERE THAT NEGLIGENCE IS A
CONCURRING CAUSE OF THE RESULTING INJURY, DEATH
OR DAMAGE WITH ANY OTHER PERSON OR ENTITY AND /OR
(II) LOVE INC.'S JOINT AND /OR SOLE NEGLIGENCE.
FURTHERMORE, THE INDEMNITY PROVIDED FOR IN THIS
PARAGRAPH SHALL HAVE NO APPLICATION TO THE CITY
FOR ANY CLAIM, LOSS, DAMAGE, CAUSE OF ACTION, SUIT
AND LIABILITY WHERE THE INJURY, DEATH OR DAMAGE
RESULTS FROM THE SOLE NEGLIGENCE OF THE CITY,
UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR
ENTITY. IN THE EVENT THAT ANY ACTION OR
PROCEEDING IS BROUGHT AGAINST THE CITY BY REASON
OF ANY OF THE ABOVE, LOVE INC., FURTHER AGREES AND
- Agreement- for - Advertising AwyemenG Page 6 --
COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY
LEGAL COUNSEL ACCEPTABLE TO THE CITY.
The indemnity provided hereinabove shall survive the termination and/or expiration of
this Agreement.
5.5 Release. By this Agreement, the City does not consent to litigation or suit, and the City
hereby expressly revokes any consent to litigation that it may have granted by the terms of this
Agreement or any other contract or agreement, any charter, or applicable state law. Nothing
contained herein shall be construed in any way so as to waive in whole or part the City's sovereign
immunity. Love Inc., assumes full responsibility for its work performed hereunder and hereby
releases, relinquishes, discharges, and holds harmless the City, its officers, agents, and employees
from all claims, demands, and causes of action of every kind and character, including the cost of
defense thereof, for any injury to or death of any person (whether they be either of the parties
hereto, their employees, or other third parties) and any loss of or damage to property (whether the
property be that of either of the parties hereto, their employees, or other third parties) that is caused
by or alleged to be caused by, arising out of, or in connection with Love Inc.'s work to be
performed hereunder. This release shall apply with respect to Love Inc.'s work regardless of
whether said claims, demands, and causes of action are covered in whole or in part by insurance.
5.6 No Arbitration. Notwithstanding anything to the contrary contained in this Agreement, the
City and Love Inc., hereby agree that no claim or dispute between the City and Love Inc., arising
out of or relating to this Agreement shall be decided by any arbitration proceeding including,
without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1 -14), or
any applicable State arbitration statute, including, but not limited to, the Texas General Arbitration
Act, provided that in the event that the City is subjected to an arbitration proceeding
notwithstanding this provision, Love Inc., consents to be joined in the arbitration proceeding if Love
Inc.'s presence is required or requested by the City of complete relief to be recorded in the
arbitration proceeding.
5.7 Force Majeure. In the event the Event is cancelled due to a force majeure, the refund
obligations of Love Inc., under this Agreement pursuant to Sections 1. 1, 3.2, and 4.4 will not be
expanded but will remain unchanged. Any funds provided by the City pursuant to Section 3.1
and either not expended or not expended in full compliance with this Agreement shall be
refunded to the City pursuant to the terms of this Agreement.
The term "force majeure" as used herein, shall include acts of God, acts of the public
enemy, and acts not within the control of the parties hereto, which by the exercise of due
diligence and care could not have avoided.
5.8 Assignment. Love Inc., shall not assign this Agreement without first obtaining the written
consent of the City.
5.9 Notice. Any notice required to be given under this Agreement or any statute, ordinance, or
regulation, shall be effective when given in writing and deposited in the United States mail, certified
mail, return receipt requested, or by hand - delivery, addressed to the respective parties as follows:
,Agminemt for- Adverdsime-Ame- ment Page 7
CITY
City of Baytown
Attn: City Manager
P.O. Box 424
Baytown. TX 77522
LOVE INC.
Love Inc., of Baytown
Attn: President
7123 Decker Drive
Baytown, TX 77520
5.10 Binding Effect. This Agreement and each provision hereof, and each and every right, duty,
obligation, and liability set forth herein shall be binding upon and inure to the benefit and obligation
of the City and Love Inc., and their respective successors and assigns.
5.11 Application of Laws. All terms, conditions, and provisions of this Agreement are subject
to all applicable federal laws, state laws, the Charter of the City of Baytown, all ordinances passed
pursuant thereto, and all judicial determinations relative thereto. The place of making and the place
of performance for all purposes shall be Baytown, Hams County, Texas.
5.12 Ambiguities. In the event of any ambiguity in any of the terms of this Agreement, it
shall not be construed for or against any party hereto on the basis that such party did or did not
author the same.
5.13 Complete Agreement. This Agreement contains the entire understanding and constitutes
the entire agreement between the parties hereto conceming the subject matter contained herein.
There are no representations, agreements, arrangements, or understandings, oral or written, express
or implied, between or among the parties hereto, relating to the subject matter of this Agreement,
which are not fully expressed herein. The terms and conditions of this Agreement shall prevail
notwithstanding any variance in this Agreement from the terms and conditions of any other
document relating to this transaction or these transactions.
5.14 Duplicate Originals. This Agreement is executed in duplicate originals.
5.15 Headings. The headings and subheadings of the various sections and paragraphs of this
Agreement are inserted merely for the purpose of convenience and do not express or imply any
limitation, definition, or extension of the specific terms of the section and paragraph so designated.
5.16 Severability. If any section, subsection, paragraph, sentence, clause, phrase or word in this
Agreement, or application thereof to any person or circumstance is held invalid by any court of
competent jurisdiction, such holding shall not affect the validity of the remaining portions of this
Agreement, and the parties hereby declare they would have enacted such remaining portions despite
any such invalidity.
5.17 Authority. The officers executing this Agreement on behalf of each Party hereby
confirm that such officers have full authority to execute this Agreement and to bind the Party
he/she represents.
EXECUTED ON this the _ day of , 2010.
CITY OF BAYTOWN
By:
GARRISON C. BRUMBACK, City Manager
Aar cement -i'ouAdvedirana AgRcrium Page 8
•
CITY LOVE INC.
City of Baytown Love Inc.,of Baytown
Attn:City Manager Attn:President
P.O. Box 424 7123 Decker Drive
Baytown, TX 77522 Baytown,TX 77520
5.10 Binding Effect. This Agreement and each provision hereof,and each and every right, duty,
obligation,and liability set forth herein shall be binding upon and inure to the benefit and obligation
of the City and Love Inc.,and their respective successors and assigns.
5.11 Application of Laws. All terms, conditions, and provisions of this Agreement are subject
to all applicable federal laws, state laws, the Charter of the City of Baytown, all ordinances passed
pursuant thereto,and all judicial determinations relative thereto. The place of making and the place
of performance for all purposes shall be Baytown,Harris County,Texas.
5.12 Ambiguities. In the event of any ambiguity in any of the terms of this Agreement, it
shall not be construed for or against any party hereto on the basis that such party did or did not
author the same.
5.13 Complete Agreement. This Agreement contains the entire understanding and constitutes
the entire agreement between the parties hereto concerning the subject matter contained herein.
There are no representations, agreements, arrangements, or understandings, oral or written, express
or implied, between or among the parties hereto, relating to the subject matter of this Agreement,
which are not fully expressed herein. The terms and conditions of this Agreement shall prevail
notwithstanding any variance in this Agreement from the terms and conditions of any other
document relating to this transaction or these transactions.
5.14 Duplicate Originals. This Agreement is executed in duplicate originals.
5.15 Headings. The headings and subheadings of the various sections and paragraphs of this
Agreement are inserted merely for the purpose of convenience and do not express or imply any
limitation,defmition,or extension of the specific terms of the section and paragraph so designated.
5.16 Severability. If any section, subsection,paragraph, sentence, clause,phrase or word in this
Agreement, or application thereof to any person or circumstance is held invalid by any court of
competent jurisdiction, such holding shall not affect the validity of the remaining portions of this
Agreement,and the parties hereby declare they would have enacted such remaining portions despite
any such invalidity.
5.17 Authority. The officers executing this Agreement on behalf of each Party hereby
confirm that such officers have full authority to execute this Agreement and to bind the Party
he/she represents.
EXECUTED ON this theaVicliY of q(,I.t_,P ,2010.
CITY OF : • 'OWN
A , ‹i„,
By:
GARRISONc..BRUMBACK, City Manager
-Agreement-for-Advertising Agreement,Page 8
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APPROVED AS TO FORM:
ACIO RAMIREZ, SR., C. ttorney .
EXECUTED ON this the d► day of OliAte , 2010.
LOVE INC., OF BAYTOWN
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