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Home My WebLink AboutACE Marketing Augusta Richmond GA DOCUMENT NAME: ACe\()a'('(...e-\\~ DOCUMENT TYPE: ~~~~1- YEAR: C\\ BOX NUMBER: 0-\ FILE NUMBER: \ 65 '6l.9. NUMBER OF PAGES: 5 .a,..r-''; ;. \ :~. , . ,. 'i ~ AGREEMENT f\--. L. \Qq,.l This AGREEMENT is made this :1 ("d day of rebn.ACU-~ ' ~99G, by and between Richmond County, Georgia, by and tough the Augusta-Richmond County Commission (the "County") 1 and ACE Marketing ("ACE"). WHEREAS, ACE desires to furnish advertising for the buses in the County's transit system; and WHEREAS 1 the County wishes to allow ACE to furnish said advertising on the terms and conditions set forth herein. NOW 1 THEREFORE 1 for and in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged 1 the parties agree as follows: 1. BUS ADVERTISING. In consideration of the payments from ACE to the County as set out herein, the County hereby agrees to allow ACE to solicit advertising for the Buses under the terms and conditions of this Agreement. In consideration of the County's agreement to allow it to solicit advertising for the Buses, ACE agrees to: a, Solicit advertisements to be placed on the entire exterior (known as "bus wrapping") 1 on part of the exterior (known as "king," "queen/" "headlight" and "taillight" posters) and/or interior (known as "bus framing") of fifteen (15) buses in the County/s transit system (plus any other buses which may be added at the County's sole discretion), which buses will be identified by the County (the "Buses"), in accordance with the following: 1. recognized business applicable federal 1 ordinances,; .. Said advertisements shall conform to standards and comply with any and all state and local laws, regulations and/or 2. All advertisements are subject to the County/s approval as to both quality and content 1 and the County express]y reserves the right to reject any advertisements which it, in i~s sole discretion, deems unacceptable. The graphics, artwork 1nd copy of all advertisements are to be of high quality and good taste, in the County's sole discretion. ~ ~- 1 t. -....:;. . -. .~~ . '" 3. Advertisements may be solicited for goods and services only. No advertisements for liquor, wine, beer or tobacco products shall be solicited or accepted. 4. No advertising may be furnished without charge I except to the Augusta-Richmond County Public Transit Department I Augusta-Richmond County and/or its departments, as space is available. In the event vacant advertising space is used by the County as set forth herein, the County shall be responsible for printing its own ad material. If advertising for the space being used free of charge by the County is obtained, the County, upon request I shall remove its advertising from said space. 5. Immoral I vulgar, disreputable I or other advertisements that may be offensive to the public shall not be solicited or accepted, and the County expressly reserves the right to reject same. 6. No advertising which may be construed as. reflecting the support of the County for any particular product I service, idea, or viewpoint I or which expresses negative support of the County or its departments or the Commission shall be solicited or accepted, and the County expressly reserves the right to reject same. 7. No political advertisements shall be solicited or allowed, and the County expressly reserves the right to reject same, 8. All advertisements shall be displayed -in a neat and workmanlike manner I and shall be maintained so as to insure a neat appearance. Any advertisements which are torn. or damaged or otherwise unsightly in appearance shall be repaired no later than five (5) days after notice of the need for repair from the County; provided, however I that the County shall be responsible for the repair or replacement of any advertisement damaged solely as a result of actions of an employee of the County. 9. ACE is solely responsible for coordinating I with advertisers and with the County, the installatjon of approved advertisements. b. Pay to the County, during each month of the term of this Agreement I an amount equal to the greater of: (a) $6/030.00; or (b) 20% of ACE/s net monthly revenue derived in connection with this Agreement (defined as ACE/s income from all advertising contracts procured in connection with this Agreement minus ACE/s costs in procuring said contracts). Payment for each month of the contract term shall be due on or before the 15th day of the following month. 2 ---..~ . ,. ,. ,( . , , G Any payment required to be made to the County hereunder, if not paid within 5 days of the due date, shall bear interest from the date the same became due until the date payment is received by the County, at the rate of 1.5% per month (18% per annum). If ACE fails to pay any payment due hereunder and the same is collected through the services of an attorney, ACE shall pay to the County attorney's fees in the amount of 15% of the total amount due from ACE and all reasonable expenses of litigation. Provided, however I in the event one or more of the Buses is out of service for more than 36 hours I then the amount of $200.00 may be deducted from that month's payment for each 36 hour-period until the Bus returns to service or the advertisements on the Bus are transferred to a Bus which is in service. The County agrees to notify ACE at any time that a Bus has been, or will be, out of service for more than 36 hours. c. Maintain and provide to the County records as follows: l. each monthly payment statement of its bus prenumbered contract statements I all in a ACE shall provide to the County, along with made in accordance with Section b., above, a advertising contracts, a copy of each as they are sold, and monthly financial form acceptable to the County, 2. ACE shall maintain original copies of all books, records, documents and other evidence pertinent to ACE's obligations and performance under this Agreement. 3. ACE shall maintain financial information and data used in the preparation and support of costs submitted for any modifications of any operating contract negotiated on the basis of certified cost or pricing data. 4. ACE shall maintain all required records for a period of five (5) years after final payment of all sums due under this Agreement I and shall, upon reasonable notice, permit a designated representative of the County to inspect all records and financial data. involved in the performance of the Agreement. Should the County initiate an audit of ACE's records such that said audit extends past the expiration of the five-year term set out herein, said records shall be maintained until completion of the audit. d, Bear all expense of uncollected billings under advertising contracts solicited by it. e. Unwrap buses and/or remove frames upon default by an advertiser, or upon the cancellation or termination of this Agreement or an individual agreement with an advertiser, and return said Buses to their original state prior to wrapping and/or framing. 3 , ~.~:'." ..,. - .' -; 2i f. Bear all expenses in connection with the purchase and installation of frames for advertising use on the Buses. g. ,Obtain and maintain appropriate insurance, at ACE's sole expense I including but not limited to: (1) general liability property damage insurance; (2) general liability bodily injury insurance; (3) worker's compensation insurance for all employees; (4) motor vehicle insurance for all owned I hired and non-owned vehicles to be used in connection with ACE's performance under this Agreement; and (5) general liability insurance which covers claims for libel and slander, with minimum coverage of $1,000,000.00. h. Indemnify and hold harmless the County, its Commission, elected officials I officers I agents I and employees (collectively, for this subsection the "County"), from any and all claims, demands I causes of action or suits for injuries or damages to persons or property (including death) alleged to have been received or suffered as a result of or arising out of the performance of this Agreement. In the event a judgment is rendered against the County on account of same, ACE hereby agrees to discharge said judgment. 2. CLEANLINESS OF BUSES The County agrees that it will maintain the Buses in a clean and neat state, and, unless impractical to do so, will wash the Buses every second business day. Should ACE notify the County that the cleanliness of one or more of the Buses has been unacceptable to it for more than 36 hours I the County shall make efforts to improve the cleanliness of said Bus(es). 3. TERM OF AGREEMENT. This Agreement shall be for a term beginning FCi3."',"",<-""j I I 1997 I and continuing for three (3) years until ;;JA......hJP\<Z."-f ~l I 2000. 4. TERMINATION OF AGREEMENT. This Agreement may be terminated at any time by either party upon ninety (90) days I written notice to the other party. 5. MISCELLANEOUS PROVISIONS. a. This Agreement shall be controlled by and construed according to the laws of the State of Georgia. 4 ~ .-..... ~~ - ~: ,,:'.~. .h " ';' -. 9' b. This Agreement contains the entire agreement between these parties as to the subject matter herein, and cannot be modified or amended except by a written document signed by both parties. c. Time is of the essence of this Agreement. d. of the County I The provisions to the benefit successors and ACE shall not, without the prior written consent assign this Agreement or any interest thereunder. of this Agreement shall be binding upon and inure of the parties hereto and their respective permitted assigns. WHEREAS I the parties hereto have set their hand and seal as of the date first above written. lfJ.~~ s lts e ACE MARKETING ~Lts, ~5P,~- ATTEST: ~,~ ~V./~( A l t S . e lj<.,.vrn-KJ... y 5