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HomeMy WebLinkAbout2018-204 Economic Dev - Town of Chapel Hill transit advertisingZolb - t °`1 STATE OF NORTH CAROLINA CONTRACT FOR COUNTY OF ORANGE TRANSIT ADVERTISING This Agreement is made and entered into by and between the Town of Chapel Hill, herein "rown ", and ORANGE COUN'T'Y NC, herein "Advertiser" for services hereinafter described for the Town of Chapel Hill. This contract is for the purchase by Advertiser of advertising on Town Transit vehicles. This contract is for one (1) Full Bus Wrap for twelve (12) months. WITNESSETH That for and in consideration of the mutual promises and conditions set forth below, the Town and Advertiser agree: 1. Duties of the Advertiser: The Advertiser agrees to purchase advertising as described in the attached Order for Transit Advertising (Exhibit A). 2. Duties of the Town: The Town shall provide advertising services as set forth in Exhibit A. 3. Fee Schedule and Maximum Sum: Contract amount not to exceed $9,000.00 net plus install and production costs which are billed by the vendor directly. Payment shall be made according to Exhibit A. 4. Billing and Payment: The Town shall submit a bill to the Advertiser for advertising as described under the terms of this Agreement. The Town shall bill and the Advertiser shall pay the rates set forth therein. Payment will be made to the Town within fifteen (15) days of receipt of an invoice. 5. Insurance Provisions: The Town requires evidence of Advertiser's current valid insurance (if applicable) during the duration of this Contract. 6. Voluntary Agreement Not to Discriminate: The Contractor contractually agrees to administer all functions pursuant to this Contract without discrimination because of race, creed, sex, national origin, age, economic status, sexual orientation, gender identity or gender expression. 7. Federal and State Legal Compliance: The Advertiser must be in full compliance with all federal and state laws, including those on immigration. 8. Amendment: This Agreement may be amended in writing by mutual agreement of the Town and Advertiser. 9. Interpretation/Venue: This Contract shall be construed and enforced under the laws of North Carolina. The courts and the authorities of the State of North Carolina shall have exclusive jurisdiction over all controversies between the parties which may arise under or Small Service Contract Format Revised 9/2016 Page 1 of 3 in relation to this Contract. In the event of any dispute between the parties, venue is properly laid in Orange County, North Carolina for any state court action and in the Middle District of North Carolina for any federal court action. Contrary to any provision that may be contained in any exhibit attached hereto the Town shall not consent to 1) resolving any dispute by means of arbitration and/or 2) waiver of a trial by jury. 10. Preference: In the event that the terms of Exhibit Aare not consistent with terms of this Contract, this Contract shall have preference; provided that where either Exhibit A or Us Contract establishes higher standards for performance by either party, the higher standard, wherever located, shall apply. This Contract shall be subject to and further governed by the Policies and Standards for Advertising on Chapel Hill Transit Facilities adopted Chapel Hill Town Council December 3, 2012, a copy of which is available for review at Chapel Hill Transit and the Office of the Town Clerk, Town of Chapel Hill. 11. Severability: The parties intend and agree that if any provision of this Contract or any portion thereof shall be held to be void or otherwise unenforceable, all other portions of this Contract shall remain in full force and effect. 12. Assignment: This Contract shall not be assigned without the prior written consent of the parties. 13. Entire Agreement: This Contract shall constitute the entire agreement of the parties and no other warranties, inducements, considerations, promises, or interpretations shall be implied or impressed upon this Agreement that are not expressly addressed herein. All prior agreements, understandings and discussions are hereby superseded by this Contract. 14. Iran Divestment Act Certification: Pursuant to § 147 -86.59 (a) of the hart Divestment Act ( "Act "), Contractor hereby certifies that, as of the date of this Contract, Contractor is not identified in either the Final Divestment List ( "List') or Iran Parent and Subsidiary Guidance ( "Guidance ") created and maintained by the North Carolina State Treasurer ("Treasurer") as published on the Treasurer's website currently located at httns://www.nctreasurer.com/inside- the - department /OuenGovemment/Pages/Iran- Divestment- Act- Resources.asnx. Further, in compliance with § 147 -86.59 (b) of said Act, Contractor certifies that it will not utilize in performing this Contract any subcontractor identified in the List or Guidance. This provision applies only to contracts for which the total amount, including sales tax, is S 1,000 or more." 15. Term: This Contract, unless amended as provided herein, shall be in effect until December 31, 2019. This Contract is between the Town of Chapel Hill and ORANGE COUNTY NC forjadvertising on Town Transit vehicles. This contract is for one (1) FULL BUS WRAP for twelve (12) months. Small Service Contract Format Revised 9/2016 Page 2 of 3 IN WITNESS WHEREOF, the parties hereto cause this agreement to be executed in their respective names. ORANGE COUNTY NC -` `L'x3 (NAle C. Nwmmersl�.F Cu.rvwrtaselR SIGNATURE PRINTED NAME & TITLE DlNut, s, &&� r 6 4L h 1� KAJ WITNESS PRINTED NAME & TITLE TOV,N OF P / &Ian Utch0eld, Transit Director PRINTED NAME & DEPARTMENT ATTEST ♦ e p • TO" SEAL Town Clerk attests date this the ay of yV — 1�, 20 Approved as to Form and Authorization b 414m,15� TOWN LEGAL STAFF This instrumenS.lt s been pre - audited in the manner required by the Local Government Budget and Fiscal re 11 Ac ]%1 F ANCE OFFICER DATE Small Service Contract Formal Revised 9/2016 Page 3 of 3 Chapel Hill transit �. 2018 -19 Order for Transit Advertising Please accept this order for advertising on Chapel Hill Transit buses: King Panels: buses x months =$ Queen Panels: buses x months =$ Rear Panels: buses x months =$ Bus Wraps: 1 buses x 12 months =$ $9,000.00 Advertiser agrees to pay the sum of $ 9.000 payable by June 300 of 2018 for the term of this contract, plus production costs. Total Amount of Contract: $ 9.000.00 Production Costs: $ "paid to installer Total Contract: $ 9.000.00 ** Production and Install costs are separate. Paid directly to the vendor. *Estimated at $5,000.00 in production costs. Product or service to be advertised: ORANGE COUNTY NC This order is signed and accepted subject to the terms and conditions printed on the reverse side thereof. ADVERTISER: By: Chapel Hill Transit By: Date: Date: Chapel Hill Transit Date: Advertising Terms and Conditions 1. The advertiser shall at its expense furnish the proper number of signs required to fulfill the contract. Signs must be delivered to Chapel Hill Transit in no less than seven (7) days prior to the date for posting. The Advertiser is responsible for all production expenses and shipping charges. Chapel Hill Transit will have all signs posted on the beginning date of the contract and removed on the last date of the contract. 2. The character, design, text and Illustrations on the advertising copy and the material used are subject to approval by Chapel Hill Transit and shall not infringe on any copyright, trade or service mark, title or slogan. In the event copy is rejected, Advertiser shall be responsible for providing an acceptable replacement or may appeal by filing a written request with the Transit Director within ten (10) business days after the rejection or removal decision. 3. Advertiser shall indemnify, defend and save harmless Chapel Hill Transit against any liability to which they may be subjected by reason of the advertising material displayed under this Contract, including but not limited to, liability for infringement of trademarks, trade names, copyrights, invasion of rights of privacy, defamation, illegal competition or trade practices, as well as all reasonable costs, including attorney's fees and expenses, in defending any such action or actions. 4. Chapel Hill Transit and the Advertiser accept this Contract subject to all state laws and regulations with respect to the advertising matter to be displayed. In the event such advertising becomes illegal or a request is received to terminate the advertising, Chapel Hill Transit reserves the right to terminate same, subject to the advertisers appeal rights as outlined in Chapel Hill Transit's advertising policy, but there shall be no short rate charge in the event such termination becomes final. S. Loss of service due to strike, lockout, flood, fire, riot, loss of right to display in or on Chapel Hill Transit equipment for reasons beyond the control of Chapel Hill Transit, or delay in commencing service shall not constitute a breach of this order, but in the event of such loss of service, the Advertiser shall be entitled to additional service, or extension of the term of service, or to a refund equivalent to such loss. 6. Chapel Hill Transit reserves the right to cancel this Contract at anytime upon default by the Advertiser in payment or other breach, or in the event of any material violation on the part of the Advertiser of any of the conditions herein named; and upon such cancellation, all payments for advertising or other charges under this Contract, and unpaid, shall become immediately due and payable. Chapel Hill Transit at its option may elect not to terminate this Contract, but consider the entire balance of payments to be made under this Contract accelerated and immediately due and payable. 7. Advertiser grants Chapel Hill Transit permission to promote Chapel Hill Transit's own business through the use of Advertiser's cards, posters or displays in any manner whatsoever. B. This Contract shall not be binding on either party until artwork and Contract is accepted by an officer of Chapel Hill Transit and upon acceptance shall constitute a Contract between the parties. 9. In the event the advertiser becomes a subject of any petition in bankruptcy or receivership, either voluntary or involuntary, or in the event of assignment for the benefit of creditors, the advertising company shall have the right to cancel this contract immediately. Whether under these circumstances or other circumstances, the advertiser agrees to pay reasonable attorneys' fees and other reasonable costs incurred in the collection of any past due balances of this contract. 10. This contract obligates the Advertiserto pay in advance of service. A delinquent charge of 1-1/2% per month (18% per annum) will be added to each month's billing not paid within 60 days of billing month. 11. All rates and adjustments are computed on the basis of thirty (30) days to the month. 12. Chapel Hill Transit shall not be held responsible for unused signs not called for by the Advertiser within ten (10) days after expiration of the Contract. If no notice is given, Chapel Hill Transit may dispose of such materials. 13. Chapel Hill Transit will not display any advertisements that fall into the categories detailed below. No advertisement posted on Chapel Hill Transit shall be in conflict with the following terms: A. Alcoholic Beverages. Chapel Hill Transit will not accept advertisements and images soliciting or promoting the sale or use of alcoholic beverages. B. Tobacco Products. Chapel Hill Transit will not accept advertisements and images soliciting or promotingthe sale or use of tobacco products including, but not limited to cigarettes, cigars and smokeless tobacco. C. Advertisements Affecting Image or Operation. Chapel Hill Transit will not accept advertisements and images that threaten or adversely affect: the public image of Chapel Hill Transit; Chapel Hill Transit's ability to operate its Transit Facilities; or Chapel Hill Transit's ability to attract and maintain the patronage of passengers. D. False, Misleading, Deceptive or Disrespectful Advertising. Advertising or any material or information in the advertising that is false, misleading or deceptive, or that is intended to be (or reasonably could be interpreted as being) disparaging, disreputable or disrespectful to persons, groups, businesses or organizations, including advertising that portrays individuals as inferior, evil or contemptible because of their race, color, creed, sex, pregnancy, age, religion, ancestry, national origin, marital status, disability, including those related to pregnancy or child birth, sexual orientation, or any other characteristic protected under federal, state or local law. E. Unauthorized Endorsement. Advertising that implies or declares that Chapel Hill Transit endorses a product, service, point -of -view, event or program. The prohibition against endorsement does not apply to advertising for a service, event or program for which Chapel Hill Transit is an official sponsor, cosponsor or participant, provided Chapel Hill Transit's Director or other designated representative gives prior written approval regarding the endorsement. F. Obscene or Offensive Material. Advertising that contains obscene materials as defined in North Carolina General Statute Sec. 14- 190.1(b), or that displays sexual conductor information in a manner that would be offensive to a reasonably prudent person of average sensitivity in the community. G. Unlawful Goods or Services. Advertising or any material or information in the advertising that depicts, promotes or reasonably appears to encourage the use or possession of unlawful or illegal goods or services. H. Unlawful Conduct. Advertising or any material or information in the advertising that: depicts, promotes or reasonably appears to encourage unlawful or illegal behavior or conduct, including unlawful behavior of a violent or antisocial nature; is libelous or an infringement of copyright; is otherwise unlawful or illegal; or is likely to subject Chapel Hill Transit to liability. I. Adult Entertainment. Advertising that promotes or displays images associated with adult book stores, adult video stores, nude dance clubs and other adult entertainment establishments, adult telephone services, adult internet sites and escort services. J. Graffiti. Advertising that uses images or symbols that depict or represent graffiti. K. Illegal Firearms and Weapons. Advertising that contains images or depictions of illegal firearms or other weapons, or the unlawful use of firearms or other weapons. L. Internet Addresses and Telephone Numbers. Advertising that directs viewers to internet addresses or telephone numbers that contain materials, images or information that would violate these advertising standards if the materials, images or information were contained in advertising displayed or posted on Chapel Hill Transit Facilities. M. Distractions and Interference. Advertisingthat incorporates or displays any rotating, revolving, or flashing devices or other moving parts or any word, phrase, symbol or character, any of which are likely to interfere with, mislead or distract traffic or conflict with any traffic control device or motor vehicle regulation. 14. Chapel Hill Transit has the following DISCLAIMER REQUIREMENTS for the types of advertisements listed below. The Disclaimer must be placed on advertisements and be legible 5 ft. from advertisement. A. Political Candidates. On an advertisement that is authorized and paid for by a candidate or his /her campaign committee, the disclaimer must identify: • Who paid for the message. B. Political Candidate Advertisement Paid by a Different Party. On an advertisement that is authorized by a candidate or his /her campaign committee, but is paid for by another person, the disclaimer notice must: • Identify who paid for the communication. • Indicate that the candidate authorized the message. C. Political Advertisement Not For Political Candidate. On an advertisement that is not authorized by a particular candidate or his /her campaign committee, the disclaimer notice must: • Identify who paid for the message. • State that is was not authorized by any candidate or candidate's committee. • List the permanent address, telephone number or world wide web address of the person who paid for the communication. D. Religious Oriented, Political Issue or Other Non - Commercial Issue Ads. The . disclaimer notice must: • Identify who paid for the message. • List the permanent address, telephone number or World Wide Web address of the person who paid for the communication. 15. Chapel Hill Transit is an equal opportunity employer. 16. As used in this Contract the term "Advertiser" shall include Advertising Agency, or any other agent or licensee of Advertiser, as well as the Advertiser. 17. This contract is not assignable by the advertiser. 18. This contract is non - cancellable unless otherwise noted.