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HomeMy WebLinkAboutRENAISSANCE MARKETING INC AGREEMENT ADVERTISING SALES AGREEMENT BETWEEN AUGUSTA, GA and RENAISSANCE MARKETING, INC. This Agreement is made by and between Augusta, Georgia (hereinafter referred to as "Augusta") and Renaissance Marketing, Inc., an independent contractor (hereinafter referred to as "Contractor"), and will remain in effect until it is tenninated according to the terms. and conditions stated herein. WHEREAS Contractor was selected to provide advertising sales services to Augusta; NOW THEREFORE; it is hereby agreed by and between Augusta and Contractor as follows: 1. General 1.1 Contractor shall have the exclusive right to sell advertising on the interior and exterior of Augusta's buses. 1.2 Augusta shall have the right to use, without charge, available advertising space that has - not been sold. The privilege shall include the right of Augusta to use available advertising space for, any purpose Augusta so chooses. 1.3 Augusta reserves the right to add or eliminate vehicles from its fleet without permission of Contractor. Augusta also reserves the right to change or modify the physical appearance of its vehicles for mechanical, safety, and/or other reasons without permission or remuneration to the Contractor for either reduction in the saleable space or the reduction in time of bus availability when the vehicles are removed from service for repairs. 104 Contractor will supply Augusta immediately with a proposed advertising program. This program must detail the strategies, components and pricing for the successful sale of advertising space. The program is subject to Augusta's approval. 1.5 Contractor certifies that he is du1y licensed to conduct business in Augusta - Richmond County and the State of Georgia. 2. Augusta Advertising Policy 2.1 Augusta will only accept interior and exterior ads for commercial products or services available to the public. Advertisements shall conform to recognized business standards and shall not conflict with the laws of the United States or any state or subdivision thereof. Graphics, artwork, and copy of the advertisements are expected to be of high quality and of good taste. Augusta will have sole authority to determine what constitutes ''high quality and good taste." Advertisements for alcoholic beverages and tobacco products are not acceptable. Immoral, vulgar, disreputable, or other advertisements that may be offensive to the public shall not be accepted. Augusta also expressly reserves the sole right to refuse any advertisement that may reflect Augusta's supportfor a particu1ar product, service, idea, political viewpoint, or point of view. 2.2 All proposed advertising and design schemes must be presented to Augusta for approval prior to the application of any advertising materials. 6.4 Augusta shall be responsible for all taxes and fees related to Augusta's income. 23 Contractor shall use a standard advertising contract approved by Augusta. Augusta reserves the right to change the standard advertising contract it deems necessary. 3. Ownership and Use of Materials 3.1 Contractor represents and warrants to Augusta that it is either the owner of or has obtained all necessary permissions, consents, copyrights or licenses to any art work or other advertising materials to be utilized in connection with the performance under this contract. 4. Public, Charitable, or Educational Advertisements 4.1 The Contractor may display in interior spaces and on exterior painted buses not in use for commercial advertising, public, charitable, or educational advertisements deemed by both the Contractor and Augusta to be proper for the purpose avoiding unfilled spaces and for promotion of pubic goodwill. Such non-commercial advertising shall be charged at reduced rates agreed upon by Augusta and the Contractor. The advertiser shall bear the entire cost of displaying such advertising; Contracts between Augusta and the public, charitable, or educational advertising clients must be executed and processed in the same manner as for:-profit advertising clients. 5. Records 5.1 An original of each advertising contract as shall be furnished to Augusta. Contractor shall maintain copies of all books, records, documents, and other evidence pertinent to the performance of this concession. Contractor shall maintain all required records for three (3) years after final payment by Augusta under the terms of operating contract. However, if any audit, claim or litigation is started before the expiration of the three-year period, the records shall be retained until all litigation, claims or audit findings involving the records have been resolved. The Contractor will permit Augusta to inspect all records and financial data related to the implementation of this Agreement during the regular business hours maintained by Contractor and at such other times upon one (1) day's written notice to Renaissance Marketing, 18 V emonburg Avenue, Savannab, Georgia, 31419. 6. Payment 6.1 Contractor shall be responsible for providing documentation to Augusta Public Transit, Attention: Mr. Heyward Johnson, Director, 1535 Fenwick Street, Augusta, Georgia, 30904 by the lOth day of each calendar month for the invoicing of advertising on Augusta buses. This information shall be communicated in a manner agreeable to Augusta. . 6.2 Contractor shall provide Augusta each month with a collection activity report on monies collected in the prior 30 days. This report shall include a full activity report outlining all billing activity for the 90 days prior as well as a collection report on monies collected. 6.3 Contractor shall provide Augusta with a check on all collections by the 10th day of each calendar month on all collections of monies for advertising on the Augusta buses. This commission check will arrive with the invoicing and collection packet that shall be sent certified mail to Augusta. 8. Indemnification 6.5 Contractor shall guarantee Augusta from loss of revenue from any contracted advertising customer that is 90 days past due. If any advertising client shall fall 90 days delinquent, Contractor shall cancel the contract, remove the advertising from the Augusta buses, and provide Augusta with the 50% share of commission from the advertising client for the 90 day period that was not paid. 6.6 Contractor shall assume all responsibilities for collecting monies by advertising customers on the Augusta buses. 6.7 In the event of contract termination, Contractor shall receive commissions on all advertising agreements brokered by Contractor for a period not to exceed six months from contract termination. 7. Termination 7.1 Augusta reserves the right, for any reason whatsoever, to cancel this Agreement, upon thirty (30) days written notice to Contractor. 7.2 This Agreement may also be terminated by mutual agreement of Augusta and Contractor at any time by mutual written consent of Augusta and Contractor, and such mutual agreement of termination shall become effective upon such date as mutually agreed. In the event of tennination of the contract by Augusta, notice will be given to Renaissance Marketing, 18 Vernonburg Avenue, Savannah, Georgia, 31419. In the event of termination by Renaissance Marketing, notice will be given to Augusta Law Department, 501 Greene Street, Suite 302, Augusta, Georgia, 30901. 8.1 Contractor agrees to protect, defend, indemnify, and hold harmless Augusta, its Commissioners, its mayor and any officers, agents, employees and volunteers from and against any and all liability, damages, claims, suits, leins, and judgments, of whatever nature, including claims for contribution and/or indemnity, for injuries to or death of any person or persons, or damage to the property or other rights of any person or persons caused by Contractor or its subcontractors. Contractor's obligation to protect, defend, indemnify, and hold harmless, as set forth herein above shall include, but not be limited to, any matter arising out of any actual or alleged infringement of any patent, trademark, copyright, or service mark, or any actual or alleged unfair competition, disparagement of product or service, or other business tort of any type whatsoever, or any actual or alleged violation of trade regulations. Contractor further agrees to investigate, handle, respond to, provide defense for, and to protect, defend, indemnify, and hold harmless Augusta at its sole expense, and agrees to bear all other costs and expenses related thereto, including attorney's fees, even if such claims, suits, etc., are groundless, false, or fraudu1ent, including any and all claims or liability for compensation under the Worker's Compensation Act arising out of injuries sustained by any employee of Contractor or its subcontractors or anyone directly or indirectly employed by any of them. 9. Prohibited Interests 9.1 No member, officer, or employee of Augusta, the governing bodies of Augusta-Richmond CoUnty, Georgia and/or member of, delegate to, the Congress ofthe United States shall, during hislher tenure, or for one year thereafter, have either a direct or an indirect interest in this 15. Property Ownership agreement or the proceeds thereof. 10. Discrimination 10.1 Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex,-reasonably accommodated disability or national origin..Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination, rates of pay, or other forms of compensation; and selection for training, including apprenticeship. All related laws and policies apply. 11. Audit & Inspection 11.1 Contractor agrees to allow Augusta, the Comptroller General of the United States, or any of their du1y authorized representatives, for the purpose of audit and examination: to inspect all work, materials, payrolls, and other data/records associated with the project; and audit the books, records, and accounts associated with the project. 12. Debarment & Suspension 12.1 Contractor certifies that he is not barred or suspended from performing work on any governmental projects, federal or state. 13. Agreement Period 13.1 This Agreement shall be effective as of November 1,2007 and extend through November 1,2009. 14. Required Insurance 14.1 Throughout the contract period, the successful Contractor shall obtain and maintain, at its sole expense, general liability insurance with a minimum of $500,000 combined single limit per occurrence for bodily injury, personal injury and property damage. 14.2 The Contractors shall provide to Augusta a certificate of insurance evidencing the insurance coverage required in this action with a thirty (30) day notice of cancellation, non- renewal or material change provision included. The Contractor shall not perform any services under this agreement until the insurance required by this section has been secured by the Contractor and approved by Augusta. 15.1 Any and all productions created as a result of this agreement are the exclusive property of Augusta. Upon request, Contractor will relinquish control and ownership of any and all productions including photos, mechanicals, original copy, audio and videotapes, etc. 15.2 Contractor shall place and remove advertisements in accordance with Augusta's and Contractor's agreed upon times and prices for services rendered. All costs related to the application and removal of advertising shall be billed to the advertising clients with no cost to Augusta. Augusta assumes no responsibility for correct sizing or application of materials on the . buses of any advertisements by Contractor or Contractor's Third Party. 15.3 Contractor shall be solely responsible for application and removal of all vinyl bus ' advertisements and interior bus card advertisements on Augusta buses. Contractor may hire or consu1t with a Third Party on installation work to which contractor shall accept full responsibility for any work hired for. In the event that a Third Party shall be hired, Contractor shall consult with Augusta and provide details and pertinent information to the Augusta representative for which the Third Party is being considered. 16. Assignment 16.1 The Contractor shall not assign this contract, wholly or in part, without the prior written consent of Augusta. No assignment shall relieve the contractor of any obligations under the contract. Agreed to and accepted on this 12tb day of February, 2008, by and between: Augusta, Georgia cYd-6 Deke Copenhaver, Mayor ~ By:&/!Irt Il7lmw;4tM. ATTEST: ATTEST: ik!!Jift~4/ SEAL ~1(.I~~SEAL CAROL K. KOFFROTH ~ Public, Chatham CountYt GA - MrConlmlaalon Expires October 10, tD08