HomeMy WebLinkAboutContract 45250 (2)(Version 5.1)
cSECREW
CONTRACT mnE
re ClearChannel'
6,...41 OUTDOOR
CONTRACT FOR OUTDOOR BULLETIN ADVERTISING
CONTRACTED BY AGENCY ON BEHALF OF ADVERTISER:
CUSTOMER #
NAME
ADDRESS
CITY/STATE/ZIP
CONTACT
EMAIL ADDRESS
PHONE #
P.O. #
ADVRTSR / PROD
Market Name / Location
Market = DEW 56
Panel # 2591
Panel # 6377
Panel #2608
Panel #78650
Panel #2865
Panel #2542
Illum
YIN
Y
Y
Y
INVOICE
FAX #
No. Of No. Of
Times Bulletins
Paint Post Rotate Perm
1
1
1
1
1
1
1
1
1
1
1
Display Commences: Week of 3/24/2014
Special Instructions/ Additional Charges:
This contract is for space only. Clear Channel Outdoor will
dispose of used vinyls 60 days after the expiration of the program
unless prior written arrangements are made. Materials must be
received 5-7 business days prior to scheduled posting date,
Materials post week of start date.
CUSTOMER #
NAME
ADDRESS
CITY/STATE/ZIP
CONTACT
EMAIL ADDRESS
PHONE #
P.O. #
PRODUCT NAME
Page 1 of 2
November 1, 2013
CONTRACTED DIRECTLY BY ADVERTISER:
Term In
4-Week
Periods
2
2
2
2
2
Size
14x48
14 x48
14x48
14x48
14x48
14x48
169233
City of Ft. Worth
1000 Throckmorton Street
Fort Worth, TX, 76102
Randy Westerman
randV.westerman(c�fortw rthtex.gov
817-392-7440 IFAx#
ITBD
(Office of Emergency Management
•
Face
Rate
$ 2,400,00 $
$ 2,400,00 $
$ 2,400,00 $
$ 2,400.00 $
$ 2,400.00 $
$ 2,400.00 $
Space Amount
Production Charges
Extension Charges
Extended Illumination
TOTAL INVOICE AMOUNT
Includes Production of (1) vinyl per location.
Rate Per
4-Week
Period
2,400,00 $
2,400,00 $
2,400,00 $
2,400,00 $
2,400.00 $
2,400.00 $
INVOICE
Contract
Total
4,800,00
4,800,00
4,800,00
4,800,00
4,800.00
4, 800.00
14,400.00 I $ 28,800.00
1
1
14,400.00 I $ 28,800.00
Agency/Advertiser hereby contracts for the outdoor advertising services described above upon the terms set forth above AND ON PAGE 2 OF 2, which Agency/Advertiser hereby acknowledges and
confirms receipt of by executing in the space provided below. Contracts transmitted to Clear Channel Outdoor via fax machines are to be treated as original contracts and are subject to the terms and
conditions on the second page. This contract must be signed by both Agency or Advertiser and CCO to be effective.
Agency:
Signature:
Name:
Clear Channel Outdoor, Inc.
Signature:
ISik1I kiiti ZMtIJi4M Contract No.
Produc
New
Renewal
Date
A/E (s) Name / No.
Sheila Dinjar
56-SD
OIRGLMSEC C20w
CIfl SECRETARY
FT. WORTII, TX
Advertiser: City of Ft, Worth
Signature: Wall NC alWAISAI
Name: Charles W. bansj 1.�5
Name: Jake Smith
File Name
Selling Branch Address
3700 E. Randol Mill Road
Arlington, TX 76011
I Ph (817) 640-4550 Fx (817) 649-0536
Market Type:
GENERAL
V
UECDVED [JEC24
Date f a. zo
Date
013
(Version 5.1)
ClearChannel'
6,4 OUTDOOR
CONTRACT FOR OUTDOOR BULLETIN ADVERTISING STANDARD TERMS
1.0 Relationship of Parties
1.1 Agency represents that it has the authority to act and is acting as agent for a disclosed principal, the
advertiser named on the face hereof ("Advertiser").
(a) If Agency has signed, Agency will be liable for the payment of sums due hereunder and Company will
look solely to Agency for the payment thereof, unless and until Agency becomes delinquent in its payments
to Company, or insolvent, at which time, without relieving the Agency of liability until Company is paid in
full, Advertiser will be liable jointly and severally to Company on all unpaid billings.
(b) Nothing herein contained relating to the payment of billings by Agency will be construed so as to
relieve Advertiser of, or diminish Advertiser's liability for, breach of its obligations hereunder.
1.2 If this contract is with a media buying service, all references herein to "Agency" will apply to the media
buying service. If this contract is made directly with Advertiser, reference herein to "Agency" will apply to
Advertiser.
1.3 Agency may not assign this contract except to another Agency which succeeds to its business of
representing Advertiser and provided the successor Agency assumes all Agency's obligations hereunder.
Advertiser may, upon notice to Company, change its Agency. Advertiser may not assign this contract.
2.0 Delivery of Artwork and Production Materials.
2.1 As provided below, Agency will deliver to Company Acceptable Materials in sufficient quantity for
proper execution of display(s).
2.2 If this is a new contract (not a renewal) for rotary or permanent bulletins, Agency will deliver
Acceptable Materials to Company not less than sixty (60) days prior to the display date specified on the
face hereof if painting will be required, or (b) five (5) days prior to such display date if the display will
include posting or computer generated vinyl material. If the Acceptable Materials have not been received
by Company by the date specified on the face of this contract, in addition to its other remedies, Company
may terminate this contract. If terminated by Company, Agency will pay to Company an amount equal to
two months' billings as liquidated damages. If Acceptable Materials are timely delivered, Company will
complete painting, posting or vinyl installation of the displays no later than five (5) working days after the
display date specified on the face hereof and commence billing on the date copy is fully displayed.
2.3 "Acceptable Materials" is defined (a) in the case of painting, as a scaled or properly proportioned
mechanical, original illustration, dye transfer or other color reproduction of comparable quality, and for the
purpose hereof, color transparencies will not be deemed to be acceptable; or (b) in the case of posting
paper or computer generated vinyl, all materials will be in quality sufficient enough to meet the need
hereunder (plus 10% for reposting or repair purposes) at places designated by Company, shipping charges
prepaid, and in weight tensile strength, opacity, size and sort. Materials will be furnished in a minimum
quantity of one complete set of material and instructions for every display to be posted or vinyl installed.
2.4 Any paints included with this contract that are not used by the end of the contract term are forfeited.
3.0 Obligations of the Company
3.1 All approved advertising material, art or copy will be posted or installed and maintained.
3.2 If the bulletins hereunder are part of a rotary plan, Company will notify Agency of locations of each
rotation upon request from Agency.
3.3 Company may reject any advertising material, art or copy, submitted by Agency for any reason. In
addition, Company may require advertising material, art or copy to be removed at anytime once posted
3.4 Company retains exclusive control of the painting and posting of the displays and the bulletin
structures on which they are displayed.
3.5 Proof of Performance Policy: Permanent Bulletin(s): Company will provide one close-up photo or
digital print for each creative execution within a bulletin campaign including a Clear Channel Outdoor
Performance Report. Rotary Bulletin(s): Company will provide one close-up and one approach photo or
digital print for each rotary start location and each creative execution including a Clear Channel Outdoor
Performance Report. Rotation cycles will not be photographed unless the creative copy changes.
4.0 General
4.1 Termination and Loss of Service.
(a) Any delay or failure by Company to perform hereunder as a result of force majeure, labor dispute, law,
government action or order, or similar causes beyond the Company's reasonable control, will not constitute
a breach of contract, but Agency will be notified immediately and will be entitled, at its election, to service
having a value based on circulation reasonably equivalent to the lost service Failure to provide
illumination as required herein, will not constitute a breach, but Agency will be entitled to a return of value
equivalent to the value of lost circulation, but not to exceed 25% of the contract price for the period
illumination was not provided.
Page 2 of 2
(b) When a bulletin location specified in this contract is no longer available due to a loss of the structure or
the loss of or the inability to use the structure for any reason, Company will offer Agency a location of
approximately equal advertising value, which location will be subject to the prompt, reasonable approval of
Agency. In the event that Agency approves the location, the term of this contract will be extended after the
expiration date of this contract for a period equal to the time during which the advertising material, art or copy
was not on display. If Agency does not approve the location, then Company may terminate this contract and
will pay Agency a sum equal to the actual non -cancelable out-of-pocket cost necessarily incurred by Agency
pnor to the date of termination for production and delivery of the advertising material, art or copy hereunder
which was not displayed.
(c) Company may upon notice to Agency, terminate this contract at any time (i) upon material breach by
Agency or (ii) if Company does not receive timely payment on billings. Upon such termination all unpaid,
accrued charges hereunder will immediately become due and payable and Agency will pay, as liquidated
damages, a sum equal to 75% of the amount which would have been payable hereunder. Agency may, upon
notice to Company, terminate this contract at any time upon material breach by Company. Upon such
termination, Company will pay as liquidated damages a sum equal to the actual non -cancelable out-of-pocket
cost necessarily incurred by Agency prior to the date of termination for production and delivery of the
advertising material, art or copy hereunder which was not displayed. Neither party will have any liability to the
other upon breach or termination, except as provided in this Paragraph 4 1(c), Paragraphs 2 2, 4 1(b) and 4.4.
Agency may not seek specific performance or any other equitable remedy related to this contract
(d) Notwithstanding anything to the contrary herein, Company shall be given a reasonable amount of time
to cure a default, but in no event less than 30 days.
4.2 Terms of Payment. Company will, from time to time at intervals following commencement of service, bill
Agency at the address on the face hereof. Agency will pay Company within thirty (30) days after the date of
invoice. If Agency fails to pay any invoice when due, in addition to amounts payable thereunder, Company
will be promptly reimbursed its collection costs, including reasonable attorneys' fees, plus a monthly service
charge at the rate of 1.5% of the outstanding balance of the invoice to the extent permitted by applicable law.
4.3 Taxes. Company will pay all personal property taxes attributable to the structures and Agency will be
responsible for all other federal, state and local taxes in respect of this contract.
4.4 Indemnification. Company will hold Agency and Advertiser harmless against all liability (except for
consequential damages, i.e., lost profits, revenue or advertising opportunity) but including claims, demands,
debts, obligations or charges, together with reasonable attorneys' fees and disbursements, arising out of a
breach by Company of this contract. Agency and Advertiser will hold Company harmless against all liability,
including, without limitation, claims, demands, debts, obligations or changes, together with reasonable
attorney's fees and disbursements arising out of a breach by Agency and/or Advertiser of this contract or
arising out of the content of the advertising material, art or copy furnished by Agency or Advertiser.
4.5 Compliance.
(a) Company's obligations hereunder are subject to and subordinate to the terms and conditions of any
applicable ground lease for billboards and other agreements, licenses and permits held by it and to applicable
federal, state and local laws and regulations.
(b) All advertising material, art or copy furnished by Agency or Advertiser hereunder will at all times comply
with all applicable federal, state and local laws and regulations.
4.6 Entire Agreement. This contract contains the entire understanding between the parties and cannot be
changed or terminated orally. When there is any inconsistency between these standard conditions and a
provision on the face hereof, the latter will govern. Failure of either party to enforce any of the provisions
hereof will not be construed as general relinquishment or waiver of that or any other provision. All notices
hereunder will be in writing, deemed given on the date of dispatch, and addressed to Agency and the
Company at the addresses on the face hereof.
A Clear Channel Worldwide Company
OFFICIAL, RECORD
CITY SECRETARY
[�% WOUfF1I9 TX
FORT WORTH
ADDENDUM TO AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
CLEARCHANNEL OUTDOOR, Inc.
TITLE OF AGREEMENT: Contract for Outdoor Bulletin Advertising ("the Agreement")
Notwithstanding any language to the contrary in the attached Agreement presented by ClearChannel
Outdoor, Inc., ("Company") for outdoor bulletin advertising ("services"), the City of Fort Worth
("City") and Company (collectively the "parties") hereby stipulate by evidence of execution of this
Addendum ("Addendum") below by a representative of each party duly authorized to bind the parties
hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the
Agreement as follows:
1. Insurance: The City is a governmental entity under the laws of the state of Texas and pursuant to
Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by Governmental Units," is self -
insured and therefore is not required to purchase insurance. To the extent the Agreement requires the City
to purchase insurance, the City objects to this provision and will provide a letter of self -insured status as
requested by Company.
2. Indemnity: To the extent the attached Agreement requires the City to indemnify or hold Company or
any third party harmless from damages of any kind or character, the City objects to these terms and any
such terms are hereby deleted from the Agreement and shall have no force or effect.
3. Attorneys' Fees, Penalties, and Liquidated Damages: To the extent the attached Agreement requires
the City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in
any amount, the City objects to these terms and any such terms are hereby deleted from the Agreement
and shall have no force or effect.
4. Law and Venue: This Agreement and the rights and obligations of the parties hereto shall be governed
by, and construed in accordance with the laws of the United States and state of Texas, exclusive of
conflicts of laws provisions. Venue for any suit brought under this Agreement shall be in a court of
competent jurisdiction in Tarrant County, Texas. To the extent this Agreement is required to be governed
by any state law other than Texas or venue in Tarrant County, the City objects to such terms and any such
terms are hereby deleted from this Agreement and shall have no force or effect.
OFFICIAL RECORD
CITY SECRETARY
FT'. WORTH, TR
5. Sovereign Immunity: Nothing herein constitutes a waiver of the City's sovereign immunity. To the
extent this Agreement requires the City to waive its rights or immunities as a government entity, such
provisions are hereby deleted and shall have no force or effect.
6. No Debt: In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that
all obligations of the City hereunder are subject to the availability of funds. If such funds are not
appropriated or become unavailable, the City shall have the right to terminate this Agreement except for
those portions of funds which have been appropriated prior to termination.
7. Assignment: To the extent the Agreement addresses the right to assign any rights or interest in the
agreement to another party, such right of assignment shall be reciprocal, and neither party shall have the
right to assign or transfer any of its rights or interests in the Agreement without the express prior written
consent of the other party. However, the Company shall have the right to assign the Agreement to any
entity in which it is a recognized legal affiliate or subsidiary or which such entity obtains a majority
interest without the consent of the City. However, Company shall give the City at least thirty (30) days
written notice of any such assignment or transfer of interest.
8. Confidential Information: The City is a government entity under the laws of the State of Texas and all
documents held or maintained by the City are subject to disclosure under the Texas Public Information
Act. To the extent the Agreement requires that the City maintain records in violation of the Act, the City
hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall
have no force or effect.
9. Addendum Controlling: If any provisions of the attached Agreement, conflict with the terms herein,
are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of the City, the
terms in this Addendum shall control.
CITY OF FORT WORTH:
By:��
Name: Charles W. Daniels
Assistant City Manager
Date: JAVoileki
CFW / Form Addendum
Page 2 of 3
CLEA ANNEL OUTDOOR, INC.
By:
Name:
Title:
ke w 'mith
President-DFW
Date: December 2, 2013
..••.q1.1/11 Pl.1 r a qr I ^.P'ti!'!l l
NO M&C REQUIRED
OFFICIAL RECORD
CITY SECRETARY
JFT. WORTH, TX
APPRO ED AS TO FORM AND LEGALITY:
By:
Assistant City Atto f e
Contract Authorization:
M&C: N/A
Date Approved:
CFW / Form Addendum
Page 3 of 3
OFFICUAL RECORD
�ATY SECRETARY
_Fcio \i,f11ORTH, TX