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:
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SEAL
~1(.I~~SEAL
CAROL K. KOFFROTH
~ Public, Chatham CountYt GA
- MrConlmlaalon Expires October 10, tD08