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CONTRACT 7412 Vender AgreementDocusign Envelope ID: CA2A73E5-AB26-4C27-9376-4AE397C60290 Agreement No. 7412 USA TODAY PREPARED ubl Professional Sports Publications errick Road Suite MLS AT 30 SPECIAL EDITION 30 L3 go ynbrook, k, NY 11563200 PROFESSIONAL SPORTS PUBLICATIONS ORDER AND SPACE ALLOCATION CONTRACT Attention: Cristina Reveles Title: Sr. Mana ement Anal st Company Name: City of El Segundo Address 1: 350 Main Street Address 2: ...__ ......_.. _ El Scgu.I�do CA 90245 ......... . .......�. Phone #: � 310-524-2372 City State ZIP Fax #: N/A E-mail: creveles a els g,!Indo.or From: PSP Contact: Matthew Kupiec PLEASE CONFIRM THE DETAILS OF YOUR ORDER AND THIS CONTRACT WITH PSP BY SIGNING WHERE INDICATED BELOW; THEN RETURN THE ORDER IMMEDIATELY VIA DOCUSIGN, FAX TO (646) 607-1013 OR E-MAIL TO 0 RDEI'I a PSPSPO1CrS.(."OCNI. Publication Title: 2025 USA TODAY MLS at 3�ecial Edition Advertisement Size: One 1 O Full Page, Four Color Rate: $10,000 net I CONFIRM THE COMPANY'S ORDER AS DETAILED ABOVE ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. I FURTHER REPRESENT THAT I AM DULY AUTHORIZED BY THE COMPANY TO ENTER INTO THIS CONTRACT. To view invoice click below: View Invoice Company Name: City o _ f El Segundo - Signature:�r�s ..........�..... �...... Date: 5/28/2025 1 4:13:15 PM CDT _.._ _... CA q1 PD^0FOCM7 Print Name: Barbara voss Job Title: Deputy city Manager ADDITIONAL TERMS AND CONDITIONS: THIS CONTRACT IS CONDITIONAL UPON THE PUBLISHER(S) APPROVAL OF THE COMPANY'S ADVERTISING COPY AND PUBLISHER'S STANDARD TERMS AND CONDITIONS. THE MAXIMUM LIABILITY OF THE PUBLISHER(S) AND PSP, COLLECTIVELY, FOR ANY AND ALL CLAIM(S) RELATED TO THIS CONTRACT WILL BE THE AMOUNT ACTUALLY PAID BY THE COMPANY PURSUANT TO THIS CONTRACT. An O FF 0 0 AS TO FORM; cil I� �n CITY AITORN6D El of Ci Se nd fV gu o Docusign Envelope ID: CA2A73E5-AB26-4C27-9376-4AE397C60290 Agreement No. 7412 Standard Terms and Conditions of PSP 1, Definitions "Ad" means any advertisement provided to or approved by Advertiser pursuant to the applicable 10 "Advertiser" means the entity or any Affiliate of such entity with rights to or ownership of the product/service that appears in any Ad as well as any Agency involved in any way in the placement or solicitation of such Ad. "Advertising Materials" means artwork, copy, or active URLs for Ads. "Affiliate" of any entity means any other entity directly or indirectly controlling, controlled by, or under common control with, such entity. "Agency" means the advertising agency listed on the applicable 10. "Company" means the entity first identified above and any Affiliate of such entity. 10" means a mutually agreed insertion order that incorporates these Terms, under which Company will deliver Ads in Publications for the benefit of Agency or Advertiser. "Parties" mean the Company and the Advertiser, its Affiliates and any Agency. "Publication(s)" means any printed publications that are covered by the 10 including any digital versions thereof. "Publisher" means the entity that will publish the Publication(s) which shall be either the Company itself or any other entity that produces or has the right to produce/publish the Publication(s) referenced in 10. "Representative" of an entity means any director, officer, employee, consultant, contractor, agent, and/or attorney of an entity and/or of its Affiliate(s). "Terms" means these Standard Terms and Conditions for Advertising, as they shall be amended from time to time. 22. Arent. These Terms together with the 10 constitute the only agreement between the Parties. They supersede all prior proposals, agreements, discussions, or other communications between the Parties regarding such subject matter. In the event of any conflict between the terms of the 10 and these Terms, these Terms shall control. The Company, Advertiser and/or Agency (if applicable) all represent and warrant that any Representative executing the 10 is authorized to enter into the 10 and these Terms and bind the respective entity thereto and hereto. 3, Cancell Lion and Termination. The 10 is non -cancelable once executed by Advertiser or Agency. Company and/or Publisher may terminate an 10 at any time if the Advertiser or Agency is in material breach of its obligations hereunder, which breach is not cured within 10 days after receipt of written notice thereof from the non -breaching party, except as otherwise stated in these Terms. Additionally, if the Publisher rejects the Ad for any Publication for any reason whatsoever (and even if such Ad has been accepted previously for the same publication), then Company may at its sole discretion terminate the 10 or any specific placements of Ads immediately upon written notice. In the event of such termination, Advertiser or Agency shall be entitled to a refund or credit for any Ads so terminated or, by mutual agreement, in lieu of a refund or credit, suitable replacement Ads in other publications. Company and Publisher shall have no additional liability to Advertiser or Agency whatsoever for such rejection of any Ad by the Publisher for any reason. 4. Proprietary I hts. The full right, title and interest in all Ads and Advertising Materials and all of their components, including, without limitation, patents, trademarks, service marks, copyrights, know how, software, text, design, clips, graphics, logos and all intellectual property rights related to all of these (the "Proprietary Rights"), is and shall remain with Advertiser. 5. artwork Specifications and Deadlines. Advertiser and/or Agency agree to strictly adhere to all artwork materials deadlines and specifications imposed by Company or Publisher for any Ads. Deadlines and Specifications will be provided to Advertiser or Agency upon request. Time is of the essence with respect to such deadlines and specifications. Force NUIa eura. Neither Company nor Publisher will be liable for any delay or default in the performance of their respective obligations under these Terms if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, war, terrorism, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes (each a "Force Majeure Event'). If Company or Publisher suffers a Force Majeure Event that is not resolved in a reasonable amount of time, Company will make reasonable efforts to recommend an alternative publication for the Ad or time period for the Ad to appear. If no such substitute time period or remedy is reasonably acceptable to Publisher, Company will allow Advertiser either a full refund if the Ad has not been published at all or if such Ad has been published, a pro rata reduction hereunder in the amount of money assigned to the space, time, and/or program charges at time of purchase. 6. Indemnification. Advertiser and Agency hereby agrees to indemnify, defend and hold harmless Company and Publisher, and their respective shareholders, members, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including reasonable legal fees and costs) of any nature whatsoever incurred or suffered by Company and/or Publisher (collectively the "Losses"), insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) the breach of the 10 and these Terms by Advertiser or any representation or warranty made by Advertiser or Agency therein or herein; or (ii) any claim whatsoever made by any entity related to the Ads or Advertising Materials submitted by Advertiser to Company and/or Publisher. 7„ ILimitatiorr of 1 iablilly. To the maximum extent permitted by law, in no event will Company, Publisher or their respective Affiliates or Representatives be liable to Advertiser or Agency for (a) any indirect, special, incidental, punitive, exemplary or consequential damages (including loss of data, business, or profits), regardless of legal theory or (b) any claims, liabilities, damages or losses in an amount exceeding the amounts paid to Company by the Advertiser or Agency. B. Jurisdiction. These Terms and any matters relating hereto shall be governed by, and construed in all respects in accordance with laws of New York and shall be subject to the exclusive jurisdiction of the competent federal and state courts of New York. In the event of any legal or other action to collect any sums of money due from Advertiser or Agency under the 10 or the Terms, the Company shall be entitled to recover its reasonable costs and attorney's fees should it prevail.