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Home My WebLink AboutRES 031219-G - Ads on City BusesRESOLUTION NO. 01312 / -! � .q A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE AGREEMENTS AND AMENDMENTS REGARDING THE CITY'S INSTALLATION, PLACEMENT, AND REMOVAL OF ADVERTISERS' TRANSIT ADVERTISING ON CITY BUSES. WHEREAS, the City will routinely enter into Agreements and Amendments regarding the installation, placement, and removal of advertisers' transit advertising on City buses; WHEREAS, these Agreements and Amendments generally do not place financial burdens on the City; and WHEREAS, in the interest of efficiency, the City Council finds it in the best interest of the City to delegate certain limited authority to execute Agreements and Amendments regarding the City's installation, placement, and removal of advertisers' transit advertising on City buses to the City Manager, NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN TEXAS: SECTION ONE. The facts and recitations contained in the preamble of this Resolution are hereby found and declared to be true and correct, and are incorporated by reference herein and expressly made a part hereof, as if copied verbatim. SECTION TWO. The City Council hereby authorizes the City Manager or designee to execute standard Agreements and Amendments regarding the installation, placement, and removal of Advertisers' transit advertising on City buses provided that the following conditions are met: A. The Agreement or Amendment shall be substantially in the form attached as Exhibit A; B. The City will sell advertisements based on the fee schedule attached as Exhibit B, and as may be amended from time to time on the City website; and C. The terms of the Agreement or Amendment will not create a financial obligation on the City or obligation to perform in excess of $50,000. SECTION THREE. This Resolution shall become effective on the l? day of An& 2019. WUIV412 I vttfjAL RESU•LUTIQNS 2 Resolution No. Subject: Designating Open :R cc ds oui Date Approved as Officer for Public Information Page 1 of 2 PASSED AND APPROVED on the day of 2019. ATTEST• smo City Secretary APPROVED AS TO FORM: Charlie McNabb, City Attorney CITY OF GEORGETOWN, S By: Dale Ross, Mayor ODDIO412 1 vLEGAL RESOLUTIONS 12115/2019 Resolution No, Page 2 of 2 Subject: Designating pen Pccords Coordinator as Officer for Public Information Date Approved EXHIBIT A TRANSIT ADVERTISING AGREEMENT BETWEEN THE CITY OF GEORGETOWN AND ADVERTISER This Agreement (the "Agreement") is entered into and made effective on the day of by and between ("Advertiser") and the City of Georgetown, Texas ("City") (collectively, the "Parties") regarding the City's installation, placement, and removal of Advertiser's transit advertising (the "Display") on City buses. Approval. The city shall approve in writing all Displays prior to installation. Advertiser shall provide the City the artwork for the Display in digital format ("Artwork") and any additional information requested by the City, at least thirty (30) days prior to the installation of the Display. In the event the City does not approve the Artwork, the city shall endeavor to notify Advertiser of such disapproval within five (5) days. Within fifteen (15) days of such notification, Advertiser may (i) provide alternative Artwork. If Advertiser does not provide alternative Artwork, this Agreement shall terminate. Advertiser hereby acknowledges and accepts that the City will not accept Displays that the City, in its sole discretion, believes are (i) false, misleading, and deceptive; (ii) clearly defamatory or likely to hold up to scorn or ridicule a person or group of persons; (iii) obscene or pornographic; (iiii) in advocacy of imminent lawlessness or violent action; (v) promoting alcohol or tobacco products; or (vi) political advertisements or ads that advocate for an issue, candidate, political fundraising, political position, or changes to public policy. 2. Advertising Placement. The Displays are to be placed at to -be -agreed-upon exterior locations on City buses. Route specific advertising is not available. 3. Payment, The City requires full payment for installation and removal five (5) days prior to installation. The City will submit monthly invoices to the Advertiser for monthly placement fees. All fees will be paid in U.S. Dollars, and payment will be due no later than thirty (30) days after the date of the invoice from the City. Any unpaid amounts shall bear at the highest interest rate permitted by law. In the event of Advertiser's failure to pay invoices when due, the City may cease to display Advertiser's Displays and all charges due under this Agreement shall be immediately due and payable to the City. In the event of suit collection of unpaid accounts, the City shall be entitled to recover all costs of said suit, including reasonable attorneys' fees. The City reserves the right to refuse late payment from Advertiser. 4. Term. The term of this Agreement shall be months. Rental charges begin on the date the advertisement is installed on the City bus and the City bus is placed into service, and shall be prorated accordingly. If Advertiser's Display is on a City bus that must be out of service for a period of time, and the total out -of -service time exceeds 5 days in a given 30 -day period, the Term will be extended by the number of days beyond 5. 5. Specific Fees. Advertiser agrees to pay one-time fees for installation and removal and monthly placement fees at the rate indicated below for the term specified below. {00030254 / v2 / / TRANS / GENERAL / 10/30/2018} Monthly ! X No. = placement X discount = discount ad of subtotal 10%: 6-11 mo. subtotal placement months 20% 12 mo. + fee 20% nonprofit + one-time = total cost printing, install, removal fee 6. Amendments. Any changes to the terms of this Agreement will not be effective unless in writing and signed by both parties. 7. INDEMNITY. THE ADVERTISER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL SUITS, ACTIONS, LEGAL PROCEEDINGS, CAUSES OF ACTION, CLAIMS, DEMANDS, DAMAGES, JUDGMENTS, LOSSES, LIENS, COSTS, EXPENSES, ATTORNEYS' FEES AND ANY AND ALL OTHER COSTS, FEES AND/OR CLAIMS OF ANY KIND OR DESCRIPTION ARISING OUT OF, IN CONNECTION WITH OR RESULTING FROM THE AGREEMENT OR SERVICES PROVIDED UNDER THE AGREEMENT OR FROM ITS NEGLIGENCE OR WILLFUL ACT WHETHER SUCH ACT BE BY THE ADVERTISER OR ITS DESIGNEE. THE CITY, AS A GOVERNMENTAL ENTITY IN THE STATE OF TEXAS, SHALL NOT INDEMNIFY THE ADVERTISER. Termination for Convenience. The City shall have the right to terminate this Agreement, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. 9. Termination for Cause. In addition to the termination rights described above, either party may terminate this Agreement effective upon written notice to the other if the other breaches any of the terms and conditions of this Agreement and fails to cure that breach within thirty (30) days after receiving written notice of the breach. In the event of an incurable breach, the non -breaching party may terminate this Agreement effective immediately upon written notice to the breaching party. 10. Notices. Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited, postage prepaid, in the first class mail of the United States properly, or sent via electronic means, addressed to the appropriate party at the address set forth below: Notice to the Advertiser: Notice to the City: {00010254 / Q / / TRANS / GENERAL / 10/30/2018} City of Georgetown ATTN: City Manager P.O. Box 409 Georgetown, Texas 78627 David.Morgan@georgetown.org With a copy to: City of Georgetown ATTN: City Attorney P.O. Box 409 Georgetown, Texas 78627 Charlie.McNabb@georgetown.org 11. Force Majeure. The Parties will exert all efforts to perform the tasks set forth herein within the proposed schedules. However, neither the City nor the Advertiser shall be held responsible for inability to perform under this Agreement if such inability is a direct result of a force substantially beyond its control, including but not limited to the following: strikes, riots, civil disturbances, fire, insurrection, war, embargoes, failures of carriers, acts of God, or the public enemy. 12. No Waiver. The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach hereof. 13. Severability. This Agreement is severable and if any one or more parts of it are found to be invalid, such invalidity shall not affect the remainder of this Agreement if it can be given effect without the invalid parts. 14. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Texas. Venue shall be located in Williamson County, Texas. 15. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and any subsequent successors and assigns. The Advertiser shall not subcontract or assign responsibility for performance of any portion of this Agreement without the prior written consent of the City. 16. Third Party Beneficiaries. Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the City or the Advertiser. 17. Entire Agreement. This Agreement, with all exhibits, includes the entire agreement of the City and the Advertiser and supersedes all prior and contemporaneous agreements between the parties, whether oral or written, relating to the subject of this Agreement. THE CITY OF GEORGETOWN NAME OF ADVERTISER Date Signed: (00010254 / v2 / / TRANS / GENERAL / 10/30/2018) Name, Title Date Signed: EXHIBIT B GoGeo ;I% Transit Advertising Program Ad Specs and Rates Full side 195" by 90" Monthly rate: $800 Six -time rate: $720 12-time/nonprofit rate: $640 Install and production fee: $1,285 Full back 79" by 79" Monthly rate: $800 Six -time rate: $720 12-time/nonprofit rate: $640 Install and production fee: $691 Ultra 86" by 90" Monthly rate: $600 Six -time rate: $540 12-time/nonprofit rate: $480 Install and production fee: $913 Tail 79" by 14" Monthly rate: $200 Six -time rate: $180 12-time/nonprofit rate: $160 Install and production fee: $167 Queen 86" by 25" Monthly rate: $200 Six -time rate: $180 12-time/nonprofit rate: $160 Install and production fee: $170