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HomeMy WebLinkAboutADVERTISING CONTRACT WITH BE STILL DISPLAYS, LLC FOR SIGN AT WASHINGTON ROAD AND ALEXANDER DRIVE ADVERTISING CONTRACT OWNER: ADVERTISER: BE STILL DISPLAYS,LLC Augusta,Georgia 6321 Southbroom Dr _Office of the Mayor Evans GA,30809 _535 Telfair Street,Suite 200 _Augusta,GA 30901 SIGN LOCATION: CONTACT: Washington Rd and Alexander Dr_ Crystal Eskola PHONE NUMBER: 706-790-6836 ext 8079 FAX NUMBER: ILLUMINATION: YES X NO_ EMAIL:CEskola@augustaga.gov CONTRACT EXECUTION DATE: AD INSTALLED: 1/01/18 GA01 %Z slot TERM OF CONTRACT 12 months RATE: $415.00 net per month Production: 1. Advertiser Directive. Advertiser identified above ("Advertiser") hereby instructs Owner to install and maintain for Advertiser, an outdoor advertising display located at the Sign Location described above (the"Display"), in accordance with the terms of this contract(the "Contract"). Advertiser represents that he/she/it has the authority to act, and is acting as agent for or principal of the advertiser whose artwork is to be displayed on the Display. 2. Term. Rent shall begin to accrue under this Contract on the date of completion of the installation of the Display, or in the case of an Advertiser who is an agency, the Contract Execution Date set forth above (in either case, referred to as the"Rent Commencement Date"). The term of this Contract("Term")shall begin on date of execution of this Contract by Owner("Execution Date"),and shall end on 12/31/18. 3. Initial Payment. On the Execution Date,Advertiser shall remit to Owner a check in the amount of$415.00 , which shall be credited toward the payment of the "Rent" (defined in Section 4 below) due for the first month of this Contract following the Rent Commencement Date. 4. Rent. In consideration of the installation and maintenance of the Display, Advertiser hereby promises and agrees to pay Owner the amount of$415.00 ("Rent") per month, in advance, for each month during the term of this Contract. Rent shall begin to accrue on the Rent Commencement Date and shall be paid on the same day of the month for each month thereafter. A discount of 10%shall be applied for Rent paid annually in advance;provided however,that in the event of early cancellation of this Contract prior to the expiration of its Term for any reason permitted herein,the full amount of Rent(without regard to the discount)shall be due and as payable to Owner by Advertising on the effective date of the permitted early cancellation for the portion of the Term prior to the effective date of the early cancellation. 5. Payment of Rent and Remedies. In the event that any installment of Rent is not received within 30 days after such installment is due, then Owner shall have the right to (a) terminate this Contract without further notice to the Advertiser,(b)immediately and without notice,remove the Display from the Sign Location,(c)immediately and without notice,place another display of a different advertiser on the Sign Location and/or(d) declare all Rent due for the entire balance of the Term, together with any previously due but unpaid amounts (including interest), immediately due and payable, and to commence action immediately thereupon and recover judgment therefor, together with the costs of collection of such amounts, including but not limited to reasonable attorneys' fees. Nothing contained in this Contract shall be construed to require Owner to pay Advertiser any of the excess of the sums received by Owner with respect to the Sign Location over the Rent provided in the Contract during the remaining Term of this Contract. If it should become necessary to employ counsel to collect any sums due to Owner hereunder or to enforce this Contract,Advertiser agrees to pay Owner,in addition to costs and expenses allowable by law,any and all expenses incurred by Owner in collecting said sums or enforcing this Contract, including, but not limited to reasonable attorneys' fees. Owner's remedies shall be cumulative and any remedy available to Owner as set forth herein shall not be exclusive of any other remedy or remedies available to Owner. 6. Extensions. In the event that Advertiser shall desire that any part of the Display extend beyond the four sides of the billboard sign(such protruding part being referred to as the"Extension"),and if Owner consents to such Extension and the requisite permits,if any,for such Extension are obtained(at the cost of Advertiser),Advertiser shall pay Owner a one-time fee equal to Twenty-five Dollars($25)per square foot of the Extension("Extension Cost"). The Extension Cost shall be due and payable at the time of the execution of this Contract. 7. Artwork. It shall be Advertiser's responsibility to provide copy,preferably on disc or in other digitized format, for the initial design of the Display within fifteen(15)days after the Execution Date. If Advertiser has not given Owner approved art work by the thirtieth(30th)day after the Execution Date("Determination Date"),Owner shall have the option to either(i)terminate this Contract,with no liability to Advertiser,and retain an amount of money equal to Rent for one month as compensation for the advertising revenue that was lost while the Display was promised to Advertiser or (ii) consider the Rent Commencement Date to be the Determination Date, and to bill Advertiser accordingly. Advertiser hereby represents and warrants to Owner that none of the artwork (either as to character, content, subject matter or otherwise) infringes upon any trademark or copyright, state or federal, and Advertiser agrees to defend, indemnify and hold Owner free and harmless from any and all loss, liability, claims and/or demands (including but not limited to reasonable attorneys'fees)arising out of a breach of this representation and warranty. 8. Maintenance. It is further understood and agreed that the Display shall be maintained in good condition. However,the vinyl Display shall not be replaced during the term of this Contract. In the event that Advertiser desires to have the vinyl Display replaced during the term of this Contract, Advertiser shall obtain the consent of Owner to such replacement, and shall remit to Owner an amount to be agreed upon in advance by Owner and Advertiser for production and for installation costs. 9. Illumination. Those sign locations for which the "YES" has been marked under"ILLUMINATION" in the introductory information section at the beginning of this Contract are to be illuminated from dusk to midnight. Dusk is understood to be approximately 1/2 hour after sunset. At Advertiser's written request,illumination past midnight will be provided at a charge of$50 per month. In the event that the Sign Location is designated to be illuminated, but is not illuminated for any reason,then,at Owner's election,Advertiser shall be entitled to either(a)a credit against Rent(but in an amount not in excess of 10%of Rent for any month), for the period during which Owner agrees that the Display was not illuminated,determined on the basis of hours(or portions thereof)during which the Display was to be illuminated but was not("Dark Time")or(b) an extension of this Contract for a period equal to the Dark Time;provided however,that Advertiser shall have a duty to inform Owner within 24 hours of any lack of illumination noticed by Advertiser, and Advertiser's failure to satisfy such obligation of notification shall nullify Advertiser's right to any credit hereunder for time that the Display was not illuminated. 10. Content of Copy. Owner reserves the right to reject any copy,pictorial or otherwise, which it deems, in its sole and absolute discretion,(a)to be offensive to the moral standards of the community in which the Display is located, (b) to be false, misleading or deceptive, (c) to result in a violation of existing laws or regulations designed to restrict outdoor advertising or the outdoor advertising industry,or which in any way adversely reflects on the character, integrity or standing of any individual, firm or corporation or(d)to constitute a breach of a clause in the land lease governing the Sign Location. 11. Early Termination. In the event of any occurrence which renders full performance by Owner of its obligations hereunder impracticable(collectively,"Interfering Events"and singly,"Interfering Event"),including,but not limited to (a) damage to or destruction of the billboard sign upon which the Display is located, (b)the termination or impairment of any lease, contract, license or other agreement giving Owner the right to place or maintain outdoor advertising displays in the area in which the Display is/was located,(c)interference by any governmental authority with the rights of Owner to place or maintain outdoor advertising displays in the area in which the Display is/was located or(d) any Act of God, including acts of nature,this Contract shall be deemed of no further force and effect from and after the date of such Interfering Event. Should an Interfering Event occur, which renders performance by Owner partially impracticable,Owner shall have the right,at the option of Owner,to terminate this Contract with respect to those parts of the Contract as to which Owner's performance has been rendered partially impracticable,and the remaining provisions of this Contract shall remain in full force and effect, and Rent due after such partial termination shall bear the same ratio to Rent due at the Rent Commencement Date as the square footage of the Display after such partial termination bears to the square footage of the Display as of the Rent Commencement Date. 12. Termination for Convenience. All contracts may be terminated by either party upon thirty(30)days' written notice to the other party. Breach of any provisions in this contract may result in cancellation of this contract by the non-breaching party. 13. Choice of Law. It is agreed that no suit,or cause of action or other proceeding shall be brought against either party more than one(1)year after the party knew or should have known of the accrual of the cause of action or the claim arose. The law of the State of Georgia shall govern the Agreement between Advertiser and Owner with regard to its interpretation and performance,and any other claims related to this agreement. All claims,disputes and other matters in question between Advertiser and Owner arising out of or relating to the Agreement,or the breach thereof,shall be decided in a court of competent jurisdiction in Richmond County,Georgia. Owner,by executing this Agreement,specifically consents to jurisdiction and venue in Richmond County and waives any right to contest the jurisdiction and venue in Richmond County,Georgia. 14. Miscellaneous. (a) To the extent that it does not alter the scope of this Agreement,Advertiser may unilaterally order a temporary stopping of the work or delaying of the work to be performed by Owner under this Agreement. (b) Owner warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission,percentage,brokerage,or contingent fee,excepting bona fide employees or bona fide established commercial or selling agencies maintained by Owner for the purpose of securing business and that Owner has not received any non-Customer fee related to this Agreement without the prior written consent of Customer. For breach or violation of this warranty,Customer shall have the right to annul this Agreement without liability or at its discretion to deduct from the Agreement Price of consideration the full amount of such commission,percentage,brokerage or contingent fee. (c) The terms of this Agreement supersede any and all provisions of the Georgia Prompt Payment Act. (d) Augusta,Georgia may,at reasonable times,inspect the part of the plant,place of business,or work site of Owner or any subcontractor of Owner or subunit thereof which is pertinent to the performance of any contract awarded or to be awarded by Augusta,Georgia. (e) In accordance with Chapter IOB of the AUGUSTA,GA.CODE,Owner expressly agrees to collect and maintain all records necessary to for Augusta,Georgia to evaluate the effectiveness of its Local Small Business Opportunity Program and to make such records available to Augusta,Georgia.The requirements of the Local Small Business Opportunity Program can be found at www.augustaga.gov. In accordance with AUGUSTA,GA.CODE§ 1-10- 129(d)(7),for all contracts where a local small business goal has been established,the contractor is required to provide local small business utilization reports. Owner shall report to Augusta,Georgia the total dollars paid to each local small business on each contract,and shall provide such payment affidavits,regarding payment to subcontractors as may be requested by Augusta,Georgia. Such documents shall be in the format specified by the Director of minority and small business opportunities,and shall be submitted at such times as required by Augusta,Georgia. Failure to provide such reports within the time period specified by Augusta,Georgia shall entitle Augusta,Georgia to exercise any of the remedies set forth,including but not limited to,withholding payment from the contractor and/or collecting liquidated damages. 15. Entire Agreement. This contract,all pages,addendums,attachments,and amendments,constitutes the entire agreement between Owner and Advertiser. Neither party shall be bound to any stipulations,conditions,or agreements not set forth in this contract. Waiver by either party of any breach of any provision shall not constitute a waiver of any other breach of that provision or any other provision. Owner acknowledges that this contract and any changes to it by amendment,modification,change order or other similar document may have required or may require the legislative authorization of the Board of Commissioners and approval of the Mayor.Under Georgia law, Owner is deemed to possess knowledge concerning Augusta,Georgia's ability to assume contractual obligations and the consequences of Owner's provision of goods or services to Augusta, Georgia under an unauthorized contract, amendment, modification, change order or other similar document, including the possibility that the Owner may be precluded from recovering payment for such unauthorized goods or services. Accordingly, Owner agrees that if it provides goods or services to Augusta, Georgia under a contract that has not received proper legislative authorization or if the Owner provides goods or services to Augusta,Georgia in excess of the any contractually authorized goods or services,as required by Augusta,Georgia's Charter and Code,Augusta,Georgia may withhold payment for any unauthorized goods or services provided by Owner. Owner assumes all risk of non-payment for the provision of any unauthorized goods or services to Augusta, Georgia, and it waives all claims to payment or to other remedies for the provision of any unauthorized goods or services to Augusta, Georgia, however characterized, including, without limitation,all remedies at law or equity. 16. Authority to Execute. Any individual executing this Contract on behalf of an entity hereby represents and warrants that(a)such entity has taken all action necessary to authorize such entity to enter into this Contract and(b)he or she has been duly authorized to execute this Contract on behalf of such entity, and such individual agrees that he or she shall be personally responsible for all amounts due under this Contract in the event of a default hereunder by such entity. 14.For GA01 Washington Rd at Alexander and GA13 Washington Rd at Bertram the following applies:Masters Week Notwithstanding anything to the contrary hereint the parties agree that the Rent for the Billboards at Washington Road at Alexander (the "GA01 Board') and Washington RD at Bertram (the "GA13 Board"i increases to$5,000 per face during the Masters Period The Masters Period shall be the two weeks prior to the week of the Masters Golf Tournament,the week of the Masters Golf Tournament and the week after the Masters Golf Tournament Advertiser has the option (jto keepits Display on the GA01 Board during the Masters Period...fib to take down its display on the GA01 Board during the Masters Period;or(iii)to be moved to another agreed upon billboard location. Once the Masters Period is over,Advertiser's display shall be placed back on the GA01 Board at the normal Rent rate provided herein. OWNER: �...._. BE STILL DISPLAY*L By: l` /1 Name: Chris Withers Title: Owner ADVERTISER: AUGUSTA,GEORGIA By: - 1111111. Name: HErdl°L lYntS;'.�4R`.;,, . w; *- - Title:•-q//8 Maw Attest; 0 `_eikr j,!/ ' ena ;.aiin 47 , :i d ' Clerkal c t Mit $ S t-�^ �" '' 6 6 a 40 Ltv,z. o� ae� 4