HomeMy WebLinkAbout2012-189 40 is
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AGREEMENT FOR TRANSIT ADVERTISING SERVICES
by and between
INDIAN RIVER COUNTY
and
AMERICA NO LINE LLC dba : EYE LEVEL DIGITAL
THIS AGREEMENT FOR TRANSIT ADVERTISING SERVICES ("Agreement")
entered into this 16th day of October , 2012 , by and between the Indian River
County, hereinafter referred to as the " COUNTY, " and America No Line, LLC dba: Eye Level
Digital , hereinafter referred to as the " CONTRACTOR. "
WITNESSETH THAT :
WHEREAS , COUNTY has publicly submitted a Request for Proposal (RFP), #2012049,
for services to manage the sale and placement of advertising on County public transit vehicles ;
and
WHEREAS , CONTRACTOR desires to perform such services subject to the terms of
this Agreement.
NOW, THEREFORE, in accordance with the mutual terms, understandings, conditions,
promises, covenants, and payment hereinafter set forth, and intending to be legally bound, the
parties hereto agree as follows .
Article 1 . Purpose
1 . 1 The purpose of this Agreement is for CONTRACTOR to administer and carry out the
day-to -day functions associated with interior and exterior advertising on COUNTY
transit vehicles .
Article 2. Scope of Work
2 . 1 On the terms and conditions set forth in this Agreement, COUNTY hereby engages
CONTRACTOR to procure, sell, install , and maintain advertising on transit vehicles for
COUNTY in accordance with and for the compensation specified in Exhibit A, Scope of
Work/Services, Exhibit B, CONTRACTOR's proposed Payment Schedule, and Exhibit
C , Advertising Standards, all of which are attached hereto and incorporated herein.
Article 3 . Additional Contractor Responsibilities
3 . 1 A PROJECT MANAGER shall be appointed by the CONTRACTOR to coordinate the
program with COUNTY. The name, address, and contact information for the PROJECT
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Inc, P . O . Box 643896, Vero Beach, FL ,
MANAGER is : Paul Tripaldi , Eyelevel Digital
32964 ; Phone (772)4734278 ; email info@EyeLevelDigital .com.
3 . 2 CONTRACTOR shall be responsible for keeping exterior advertisements in good
condition from normal wear and tear.
3 . 3 In all cases, CONTRACTOR shall notify the PROJECT MANAGER at least five (5)
days in advance whenever CONTRACTOR requires access to a transit vehicle for the
installation and/or removal of advertising media.
3 . 4 COUNTY reserves the right to remove a vehicle from service for any reason, including
but not limited to age, useful life, safety concerns, or accidents . In the case that a vehicle
with advertising is removed from service, the installation of replacement advertising on a
different vehicle shall be at the expense of CONTRACTOR.
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3 . 5 CONTRACTOR shall furnish a monthly report of gross billings to COUNTY along with -
payment. If payments were received by CONTRACTOR from a single client for other
advertising media (such as radio, television, billboards, internet, etc) as part of a
campaign or sales package , then CONTRACTOR will 'clearly identify only those
revenues that were obtained for transit advertising.
3 . 6 This contract authorizes CONTRACTOR to procure advertising solely on the exterior of
COUNTY vehicles and digital media inside the vehicles and not on any bus facilities, on
publications, within vehicles as panel displays, or in any other format, unless approved by
PROJECT MANAGER.
Article 4. Additional County Responsibilities
4 . 1 A PROJECT MANAGER shall be appointed to coordinate the program with
CONTRACTOR. The PROJECT MANAGER may be an employee of COUNTY or its
designated transit provider, the Senior Resource Association (SRA), and may be changed
at any time in writing by the COUNTY. Such change shall be given in writing to
Contractor within seven (7) days of Project Manager change. The name, address, and
contact information for the PROJECT MANAGER is : Karen Deigl, Senior Resource
Association, 4385 43rd Avenue, Vero Beach, FL , 32967 ; Phone (772)569-0903 ; Email
kdeigl@sramaiI.org.
4 . 2 Nothing shall preclude COUNTY from adding, modifying, or deleting any transit route .
Additions, modifications, or deletions of transit routes will not impact COUNTY' s
responsibilities with respect to this contract.
4 . 3 COUNTY shall make a good faith effort to deploy specific vehicles on particular routes
when requested. COUNTY reserves the right to replace vehicles on routes as it deems
necessary.
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Article 5. Special Terms and Conditions
5 . 1 Termination, This Agreement may be terminated for convenience by mutual agreement
of both parties . This Agreement may also be terminated by COUNTY for cause, default,
or negligence on the part of CONTRACTOR. In the event of termination by COUNTY
for cause, CONTRACTOR shall provide payment in accordance with Exhibits A and B
attached to this agreement, which shall be the pro rata monthly minimum payment, plus
the percentage of gross revenues, upon termination of this Agreement.
5 .2 Subletting of Contract. This Agreement shall not be sublet except with the written
consent of COUNTY. No such consent shall be construed as making COUNTY a party to .
the subcontract or subjecting COUNTY to liability of any kind to any subcontractor. No
subcontract shall under any circumstances relieve CONTRACTOR of liability and
obligations under this Agreement.
5 . 3 Insurance .
1 . CONTRACTOR shall not commence work on this Agreement until it has
obtained all insurance required under this paragraph and such insurance has been
approved by COUNTY's representative .
2 . CONTRACTOR shall maintain during the term of this Agreement the following
insurance .
A. Business Automobile Liability Insurance covering all owned, non-owned
and hired vehicles with minimum limits of liability of $ 1 ,000 ,000 per
occurrence Combined Single Limit for bodily injury and property damage.
Be Commercial General Liability Insurance for premises/operations,
products/completed operations, contractual liability, and independent
contractors with minimum limits of liability of $ 1 ,000,000 per occurrence
Combined Single Limit for bodily injury and property damage .
C . Worker's Compensation Insurance in compliance with Chapter 440,
Florida Statutes, as presently written or hereinafter amended. The policy
must include Employers Liability with a limit of $ 100,000 for each
accident, $500,000 for disease (policy limit), and $ 100,000 for disease
(employee limit) .
3 . All insurance policies shall be issued by companies authorized to do business
under the laws of the State of Florida. All such insurers must have an A. M. Best
rating of no less than A -VII .
4 . CONTRACTOR shall furnish certificates of insurance to COUNTY prior to the
commencement of operations, which certificates shall clearly indicate that
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CONTRACTOR has obtained insurance in the type, amount, and classification as
required for strict compliance with this section and that no material change or
cancellation of this insurance shall be effective without thirty (30) days prior
written notice to COUNTY.
5 . Compliance with the foregoing requirements shall not relieve CONTRACTOR of
its liability and obligations under this section or under any other portion of this
Agreement.
5 .4 Indemni . In consideration of the sum of Fifteen and 00/ 100 Dollars ($ 15 . 00), the receipt
and sufficiency of which is acknowledged by CONTRACTOR to be included and paid
for in the contract price, CONTRACTOR shall indemnify, defend, and hold harmless
COUNTY and its agents and employees from and against all liabilities , claims, damages,
losses, and expenses, including attorney's fees, arising out of or resulting from the
performance of the work, provided that any such liability, claim, damage, loss, or
expense : a) is attributable to bodily injury, sickness, disease or death, or to injury to or
destruction of tangible property (other than the work itself), including the loss of use
resulting therefrom ; and b) is caused in whole or in part by any negligent act or omission
of CONTRACTOR, and subcontractor, anyone directly or indirectly employed by any of
them or anyone for whose acts any of them may be liable , regardless of whether or not it
is caused in whole or in part by COUNTY.
In any and all claims against COUNTY or any of its agents or employees, by any
employee of CONTRACTOR, any subcontractor, anyone directly or indirectly employed
by any of them or anyone for whose acts any of them may be liable, the indemnification
obligation under the previous paragraph shall not be limited in any way as to the amount
or type of damages, compensation or benefits payable by or for CONTRACTOR or any
subcontractor under Workers' Compensation Acts, disability benefit acts, or other
employee benefit acts .
5 . 5 Independent Contractor. It is specifically understood and acknowledged by the parties
hereto that CONTRACTOR or employees or contractors of CONTRACTOR are in no
way to be considered employees of COUNTY, but are independent contractors
performing solely under the terms of the Agreement and not otherwise .
5 . 6 Acceptance of Goods and Services . Any goods and/or service(s) rendered under this
Agreement may be tested/inspected for compliance with specifications . In the event that
any aspect of the goods or services provided is found to be defective or does not conform
to the specifications, COUNTY reserves the right to require corrective action as
appropriate which may include, but is not limited to, ordering re-performance of service
or the termination of the Agreement for default.
5 . 7 Public Records. All electronic files, audio and/or video recordings, and all papers
pertaining to any activity performed by the provider for or on behalf of COUNTY shall
be the property of COUNTY and will be turned over to COUNTY upon request. In
accordance with Florida "Public Records" law, Chapter 119, Florida Statutes, each file
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and all papers pertaining to any activities performed for or on behalf of COUNTY are
public records available for inspection by any person even if the file or paper resides in
CONTRACTOR' s office or facility. CONTRACTOR shall maintain the files and papers
for not less than three (3 ) complete calendar years after the project has been completed or
terminated, or in accordance with federal requirements, whichever is longer. Prior to the
closeout of the Agreement, CONTRACTOR shall appoint a records custodian to handle
any records request and provide the custodian' s name and telephone number(s) to the
user COUNTY department.
5 . 8 Right to Audit. COUNTY reserves the right to require CONTRACTOR to submit to an
audit by any auditor of COUNTY ' s choosing. CONTRACTOR shall provide access to all
of its records, which relate directly or indirectly to this Agreement at its place of business
during regular business hours. CONTRACTOR shall retain all records pertaining to this
Agreement and upon request make them available to COUNTY for three (3 ) years
following expiration of the Agreement. CONTRACTOR agrees to provide such
assistance as may be necessary to facilitate the review or audit by COUNTY to ensure
compliance with applicable accounting and financial standards.
5 .9 Codes and Regulations. All work completed under this Agreement shall conform to all
applicable federal, state, and local statues, codes, regulations, and ordinances.
5 . 10 Venue . The laws of the State of Florida shall govern this agreement. Venue for any
lawsuit brought by either party against the other party or otherwise arising out of this
agreement shall be in Indian River County, Florida, or, in the event of federal
jurisdiction, in the United States District Court for the Southern District of Florida.
5 . 11 Public Entity Crimes . A person or affiliate who has been placed on the convicted vendor
list following a conviction of a public entity crime may not be awarded or perform work
as a contractor, supplier, subcontractor under a contract with any public entity in excess
of the threshold amount provided in Florida Statutes, section 287 . 07 for Category Two
for a period of thirty-six (36) months from the date of being placed on the convicted
vendor list.
Article 6. Duration of Agreement
6 . 1 . This Agreement shall remain in full force and effect for a period of three (3 ) years after
its date of execution, although actual completion of the services hereunder may extend
beyond such term, unless this Agreement is terminated by mutual consent of the parties
as otherwise provided herein. The performance of specially and properly authorized
projects may extend beyond . the Agreement's three-year effective term and shall be
compensated in accordance with the terms of this Agreement.
6 .2 . COUNTY reserves the sole right to renew for one additional three (3 ) year period beyond
the initial three (3 ) year period of the Agreement. Prior to any renewal period, COUNTY
may consider an adjustment to price. COUNTY reserves the right to reject any written
price adjustments submitted by CONTRACTOR and/or to not exercise any otherwise
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available option period based on such price adjustments . Continuation of the Agreement
beyond the initial period, and option subsequently exercised, is a COUNTY prerogative,
and not aright of CONTRACTOR. This prerogative will be exercised only when such
continuation is clearly in the best interest of Indian River County.
Article 7. Entire Agreement
7 . 1 This Agreement and its Attachments hereto embody the whole agreement of the parties,
and there are no provisions, terms, conditions, or obligations other than those contained
herein. This agreement shall supersede all previous communications, representations, or
oral agreements between the parties, and no amendment hereto shall be effective unless
reduced to writing and signed by the parties hereto .
Article 8. Prohibited Interests
8 . 1 No member, officer, or employee of COUNTY during his/her tenure or for two years
thereafter shall have any interest, direct or indirect, in this Agreement or the proceeds
thereof. This requirement also applies to any subcontract entered into by
CONTRACTOR concerning this project.
Article 9. Miscellaneous Provisions
9 . 1 . The terms of this Agreement may be modified upon the mutual agreement of
CONTRACTOR and COUNTY as confirmed in writing.
9 .2 . It is mutually agreed between COUNTY and CONTRACTOR that this Agreement,
including all attachments to it, constitutes an agreement, made in Florida, and that it shall
be construed according to the laws of the State of Florida. Venue for any lawsuit brought
by either party against the other party or otherwise arising out of this agreement shall be
in Indian River County, Florida, or, in the event of federal jurisdiction, in the United
States District Court for the Southern District of Florida.
9 . 3 . All remedies provided in this Agreement shall be deemed cumulative and additional, and
not in lieu or exclusive of each other or of any other remedy available to either party, at
law or in equity. If any legal action or other proceeding is brought for the enforcement of
this Agreement or because of an alleged dispute, breach, default or misrepresentation in
connection with any provisions of this Agreement, each party shall bear its own costs.
9 .4 . If any term or provision of this Agreement or the application thereof to any person or
circumstance shall, to any extent, be held invalid or unenforceable for the remainder of
this Agreement, then the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable shall not be
affected, and every other term and provision of this Agreement shall be deemed valid and
enforceable to the extent permitted by law.
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IN WITNESS OF THE FOREGOING, the parties have read this Agreement and attachments to
it and have affixed their signatures, effective on the date first appearing above .
J . R . SMITH INDIAN RIVER COUNTY
CLERK CIRCUIT COURT ATTEST : BOARD OF COUNTY COMMISSIONERS
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BCC Approved : October 16 , 2Q1
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ATTEST : AMERICA NO LINE LLC dba: EYE `•QHRiR G0
LEVEL DIGITAL, INC
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BY : BY :
NAME : Paul Tripaldi
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Approved as to Form and
Legal Sufficient
William K. DeBraal
Assistant County Attorney
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I
Exhibit A
STATEMENT OF WORK & SCOPE OF SERVICES
PURPOSE
Indian River County (COUNTY) is soliciting proposals from experienced advertising and media
contractors for exclusive rights to place advertising on the exterior and interior of GoLine and
Community Coach public transportation vehicles . In return, the successful . firm
(CONTRACTOR) will submit monthly payments to Indian River County. The administration of
the program will be the responsibility of COUNTY ' s transit provider, the Senior Resource
Association (SRA) , which will appoint. a PROJECT MANAGER to coordinate the program with
CONTRACTOR.
OVERVIEW
Indian River County' s public transportation system is comprised of a fixed route system
(GoLine) and a paratransit service (Community Coach) . Both GoLine and Community Coach are
operated by a contracted transit service provider, the Senior Resource Association.
Currently, the GoLine consists of 15 fixed routes . Fixed route service is provided throughout
Indian River County as well as parts of Brevard County and St. Lucie County. The current routes
and operating schedules of the GoLine are attached to this document.
Community Coach is a paratransit service providing door-to-door transportation for medical,
shopping, and social activities . During weekdays, 17-20 Community Coach vans are in operation
throughout Indian River County.
The combined GoLine/Community Coach fleet, including spares, consists of 44 vehicles . Most
of these vehicles were purchased through grants to COUNTY by the Federal Transit
Administration (FTA) .
LENGTH OF CONTRACT
The contract will be for a period of three (3 ) years . Prior to, or upon completion, COUNTY shall
have the option to renew this contract for one additional three (3 ) year period. Prior to
completion of each exercised contract term, COUNTY may consider an adjustment to price .
COUNTY reserves the right to reject any written price adjustments submitted by
CONTRACTOR and/or to not exercise any otherwise available option period based on such
price adjustments . Continuation of the contract beyond the initial period, and any option
subsequently exercised, is a prerogative of COUNTY and not a right of CONTRACTOR. This
prerogative will be exercised only when such continuation is clearly in the best interest of Indian
River County .
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PROJECT REQUIREMENTS
As noted above, the project, involves providing advertising services for the Indian River County
transit system. Although this is not a contract to procure services using FTA funds,
COUNTY, as an FTA recipient, is required to follow FTA regulations regarding all
procurement and contracting. Consequently, certain federal requirements (such as equal
employment opportunity provisions) will apply to the contract for this project.
SCOPE OF SERVICES
1 . TRANSIT ADVERTISING SERVICES
1 . 01 CONTRACTOR shall furnish all necessary sales , installation and maintenance
personnel , and an account representative , authorized to act hereunder on behalf of
CONTRACTOR . The responsibilities of CONTRACTOR shall include :
Aggressive sales of advertising display space in and on Gol.ine and Community
Coach buses and publications (including on-board video advertisements) .
Billing for and collection of sold advertising space .
Preparation and submittal of related financial and operating reports .
Placement and maintenance of advertising materials , including preparing of
advertising materials for installation , scheduling of work and removing expired
materials , to be performed at CONTRACTOR's sole expense .
1 . 02 All advertising materials , advertisements and manner of presentation shall be subject
to prior approval by the PROJECT MANAGER . CONTRACTOR shall not place advertising
which is libelous , slanderous , obscene , salacious , or unlawful . Advertising , advertisements ,
or a manner of presentation which negatively impacts the transit system is not permitted .
Advertising for tobacco , liquor of any type , political messages , or any other inappropriate
advertising is prohibited .
1 . 03 All permissible exterior formats are as shown in RFP Attachment #2 , Bus Diagrams .
Permissible interior advertising shall be on digital monitors .
1 . 04 COUNTY's advertising standards shall be incorporated into any resulting Contract and
shall be made a part hereof. CONTRACTOR shall solely be responsible for the
implementation and enforcement of said advertising standards . . CONTRACTOR shall not
modify or amend the advertising standards without first obtaining the prior written consent of
the PROJECT MANAGER . This may require an Amendment to the Contract prior to
implementation .
1 . 05 At his/her sole discretion , the PROJECT MANAGER may disapprove at any time any
items found to be in violation of the standards stated in Section 1 . 04 above . As soon
as
practicable , but in no instance more than seven (7) days after receipt of notice ,
CONTRACTOR , at its sole cost and expense , shall remove from COUNTY property any
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item which is not approved . Any items previously approved , which may subsequently be
considered objectionable by the SRA or COUNTY , shall likewise be removed after notice to
CONTRACTOR by the PROJECT MANAGER .
If the disapproved material is not removed within the time prescribed , COUNTY may cause
said material to be removed and CONTRACTOR shall pay all costs and expenses incurred
to have said material removed . COUNTY shall not be liable for any damages in connection
therewith . Refusal by CONTRACTOR to remove said material shall be considered a default
of this Contract . The Contract shall then be considered as terminated by the corrective
action on the part of COUNTY including reimbursement of all costs and expenses to
COUNTY .
If, after prior PROJECT MANAGER approval , the ad content is subsequently deemed to be
unacceptable , CONTRACTOR shall have the capability to recoup its costs for production
and installation of the disapproved material . CONTRACTOR shall have the right to deduct
these amounts from its monthly payment to COUNTY .
1 . 06 All dated messages or messages featuring a special event shall be removed within
seven (7) days of the date shown on the advertisement or date of the event .
1 . 07 CONTRACTOR shall at all times comply with any policy , program , rule , ordinance or
resolution adopted or enacted by COUNTY, and as may be amended from time to time ,
relating to COUNTY's policy on advertising/speech on the bus fleet. In the event that
COUNTY shall determine that no Public Service Announcements may be made and/or that
only commercial speech shall be permitted , CONTRACTOR shall adhere to and enforce
COUNTY's policy and shall take all steps necessary to remove any non-conforming
advertisements , statements , exhibits , etc.
1 . 08 CONTRACTOR shall not solicit or engage in any form of advertising on bus stop signs ,
bus shelters , benches , trash receptacles , or any other fixed bus stop amenities , unless
authorized by the PROJECT MANAGER .
2 . COMPENSATION TO COUNTY
2 . 01 On a monthly basis , CONTRACTOR shall pay as compensation to COUNTY , without
set off, deduction , diminution , reduction , abatement or counterclaim , except as expressly
provided herein , the following .
2 . 01 . 1 The specified minimum monthly payment as specified in CONTRACTOR's
Revenue Proposal ; plus
2 . 01 . 2 The percent of CONTRACTOR's gross advertising revenues as defined
below and as specified in CONTRACTOR's Revenue Proposal .
2 . 02 The gross advertising revenues referred to above shall be the gross revenues derived
by CONTRACTOR , or any subsidiary , affiliate , agent, assignee , contractor, licensee ,
transferee or lessee of CONTRACTOR from the display of advertising material on or in the
buses , herein authorized . The gross revenues shall be calculated on the basis of total
amounts contracted for by the advertisers for the display of advertising materials , whether
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paid directly to CONTRACTOR , to a subsidiary or affiliate of CONTRACTOR , or to a third
party. Agency fees or any other fees , whether actually paid by CONTRACTOR or whether
deducted from the amount of revenue received by CONTRACTOR shall not be deducted
from gross advertising revenues . The gross revenues shall include any amount, the
equivalent of which CONTRACTOR , a subsidiary or affiliate of CONTRACTOR , or a third
party may have received from the advertiser in the form of materials , services , or other
benefits , tangible or intangible . All agreements made by CONTRACTOR in connection with
the display of advertising material on or in said buses shall provide that the U . S .
Department of Transportation , the Comptroller General , COUNTY , or SRA shall have
access to the books of account and records of all parties to such agreements for the
purpose of ascertaining the correctness of gross advertising revenues .
2 . 03 CONTRACTOR agrees to use its best efforts to obtain the fair market value for the
display of all advertising material .
2 . 04 CONTRACTOR agrees to include in all its contracts for the display of advertising
material a standard provision requiring that should CONTRACTOR be held in default under
this agreement , CONTRACTOR shall assign and transfer to the successor contractor all
applicable contracts for advertising on GoLine/Community Coach items (i . e . , buses-
(internal and external)) , and such contracts shall thereupon become the property of the
successor contractor.
2 . 05 Compensation shall be sent to COUNTY monthly within fifteen ( 15) days after the end
of the month except in the case of the last payment when compensation shall be paid within
thirty (30) days after the termination , cancellation or expiration of this Contract . Each
payment shall be based on the gross receipts for the month immediately preceding the date
of payment , which will include the percentage of gross advertising revenue plus the
minimum payment as identified in 2 . 01 .
2 . 06 Payments of compensation made by CONTRACTOR to COUNTY pursuant to the
provisions of this Contract shall not be considered in any manner to be in the nature of a
tax , but shall be in addition to all taxes of whatsoever kind or description which are now or
which may thereafter be required to be paid by any ordinance or local law of Indian River
County or any Municipality or City within COUNTY , or any law of the State of Florida or any
law of the Federal Government of the United States . Payment of compensation shall be in
addition to any permit fees required by law .
2 . 07 In the event CONTRACTOR fails to pay any of the monies required to be paid under
this contract within thirty (30) days after same shall become due , interest at the rate of 1 . 5%
per month , or eighteen percent ( 18%) per annum , shall accrue against the delinquent
payment(s) from due date until same are paid . Implementation of this provision shall not
preclude COUNTY from terminating this contract for default for nonpayment , or from
enforcing any other provisions contained herein .
2 . 08 In the event a bus with non-removable exterior advertising is out-of-service for a period
of ten �10) continuous operating days or longer, contractor will be notified in writing before
the 12t day and the monthly fee shall be reduced proportional to the number of service
days in which the bus was not operational . In the event a reduction is due in the last month .
of the contract, COUNTY will issue a refund .
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3 . REPORTING REQUIREMENTS
3 . 01 Contractor shall submit to the PROJECT MANAGER for approval a proposed record
and reporting system to substantiate billing , sales , commissions and payments .
3 . 02 On or before the fifteenth ( 15) day following the end of each calendar month
throughout the term of this Contract or any extension thereof, CONTRACTOR shall furnish
to the PROJECT MANAGER a report of gross billings ; display type ; total space availability;
total space sold ; advertisement expiration date (s) ; and total space used for public service
advertisement .
3 . 03 CONTRACTOR shall , within ninety (90) days of each anniversary date of this Contract,
submit to the PROJECT MANAGER a report prepared and signed by an independent
Certified Public Accountant, as to CONTRACTOR' s operations under this Contract. Said
report shall be prepared in conformance with the American Institute of Certified Public
Accountants' requirements for special reports . The first such report shall contain twelve ( 12)
full calendar months of operation and any fraction of the first month . The last such report
shall include the last day of operation .
4 . RATES
4 . 01 CONTRACTOR shall establish rates and charges of the rental of advertising space
in/on buses . All rates and charges shall be subject to review and approval by the PROJECT
MANAGER .
4 . 02 COUNTY recognizes that the sale of advertising display space is frequently subject to
negotiation . Therefore , CONTRACTOR may enter, with the PROJECT MANAGER' s prior
approval , into advertising contracts which deviate from the approved sales rate , provided
that the deviation is within normal and customary practices of the advertising industry .
5 . BUS ADVERTISING MEDIA
5 . 01 Exterior media shall be a 3M or equivalent approved vinyl , or other suitable material ,
as approved by the PROJECT MANAGER , that is either removable or changeable on fleet
vehicles . Any change of vinyl product shall be approved by the PROJECT MANAGER .
5 . 02 Interior media shall be digital monitors.
6 . MAINTENANCE BY CONTRACTOR
6 . 01 CONTRACTOR shall not deface or damage any COUNTY property or deposit or
scatter any rubbish , waste or litter caused by any of its representatives or employees during
the performance of this Contract.
6 . 02 CONTRACTOR will maintain all advertising devices and keep them in good repair and
free of graffiti at all times .
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6 . 03 CONTRACTOR shall reimburse COUNTY for the cost of repairs for any damage to the
bus or any other property which is caused by CONTRACTOR , its employees , and agents
during the installation or removal of any advertising media . The cost of the repairs shall
include all material and labor. Labor cost shall be at the current rate plus fringe benefits .
6. 04 All application and maintenance of advertising media shall be performed on
COUNTY's premises , unless authorized by the PROJECT MANAGER . COUNTY shall
make available to CONTRACTOR suitable space for the application and maintenance of
advertising .
7 . MANAGEMENT OF PRE- EXISTING ADVERTISING CONTENT CONTRACTS
7 . 01 CONTRACTOR is required to provide management services for all advertising
contracts entered into by the SRA which are scheduled to continue beyond the starting date
of the contract resulting from this RFP . This will include maintaining the advertising media ,
servicing the account as if CONTRACTOR was the original seller of the material , collecting
payments from the client, reporting to and paying SRA the collections made and removing
the advertising when the advertising contract expires .
7 . 02 Upon termination of this Contract , CONTRACTOR agrees to assign to its successor
advertising contractor all active advertising content contracts on COUNTY's buses and such
content contracts shall thereupon become property of the successor advertising contractor.
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Exhibit B
Eye Level Digital Proposed Payment Schedule
Month Minimum Monthly Payment Percent Gross Revenue
1 $ 100 25 %
2 $ 100 25 %
3 $ 100 25 %
4 $200 25 %
5 $200 25 %
6 $200 25%
7 $400 25%
8 $400 25%
9 $400 25 %
10 $600 25 %
11 $600 25 %
12 $600 25 %
13 $600 27 . 5 %
14 $600 27 . 5%
15 $600 27 . 5%
16 $600 27 . 5 %
17 $600 27 . 5 %
18 $600 27 . 5 %
19 $600 27 . 5%
20 $600 27 . 5 %
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21 $600 27 . 5 %
22 $600 27 . 5 %
23 $600 27 . 5%
24 $600 27 . 5 %
25 $600 27. 5 %
26 $600 27 . 5 %
27 $600 27 . 5 %
28 $600 27 . 5%
29 $600 27 . 5%
30 $600 27 . 5%
31 $600 27 . 5%
32 $600 27 . 5%
33 $600 27 . 5 %
34 $600 27 . 5 %
35 $600 27 . 5 %
36 $600 27 . 5 %
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Exhibit C
ADVERTISING STANDARDS
This advertising program for public transit vehicles is created and administered by Indian River
County, Florida. The advertising program is intended to be a nonpublic forum and is not
intended to be used for public discourse . The purpose of the program is to raise revenue for
public transportation in Indian River County. Commercial advertising is permitted on designated
areas of transit vehicles in accordance with the commercial advertising standards, rules, and
policies .
The display of material pursuant to this advertising program does not necessarily state or reflect
the opinion, viewpoint, or position of Indian River County, its Board of County Commissioners,
or its employees, and shall not be construed as an implicit or explicit endorsement of any
opinion, viewpoint, position, service, product, or good .
1 . All advertising must be reviewed and approved by COUNTY prior to placement in the transit
system, and any advertising placed without prior County approval is subject to immediate
removal .
2 . The following kinds of advertisements are prohibited:
a . Advertising associated with cigars, cigarettes, pipe tobacco, chewing tobacco, and
other tobacco products .
b . Advertising associated with alcoholic beverages, including but not limited to beer,
wine, and distilled spirits .
c .° Advertising associated with products or services related to human reproduction or
sexuality, including but not limited to contraceptive products or services, other
products or services related to sexual hygiene and counseling with regard to
pregnancy, abortion, or other sexual matters .
d. Advertising associated with products, services, or entertainment directed to sexual
stimulation.
3 . The following categories of advertisements are prohibited :
a. Demeaning or disparaging. Advertisement containing material that demeans or
idual or group of individuals on the basis of race, color, religion,
disparages an indiv
national origin, ancestry, gender, age, disability, ethnicity, or sexual orientation.
b . Profanity. Advertisement containing profane language.
c . Firearms. Advertisement containing an image or depiction of firearms .
d. Violence . Advertisement containing an image or description of graphic violence or
the depiction of weapons or other implements or devices associated with an act or
acts of violence or harm to a person or animal
e . Unlawful goods or services. Advertisement or any material contained in it, which
promotes or encourages, or appears to promote or encourage, unlawful or illegal
goods or services .
F :\Community Development\Users\MPO\Transit\Advertising\Transit Advertising Contract Final.doc 16
f. Unlawful conduct. Advertisement or any material contained in it, which promotes or
encourages, or appears to promote or encourage, unlawful or illegal behavior or
activities .
g. Nudity. Advertisement or any material contained in it, which has an image or
depiction of nudity, or the appearance of nudity.
h. Endorsement. Advertisement or any material contained in it, which implies or
declares an endorsement by COUNTY or the Board of County Commissioners .
i . Political. Advertisement which includes but is not limited to advertisements
identifying and urging support for or in opposition to a particular issue, party, or
candidate for public office .
j . "Adult "-oriented goods or services. Advertisement which promotes or encourages, or
appears to promote or encourage, adult book stores, nude dance clubs and other adult
entertainment establishments, adult telephone services, adult Internet sites, and escort
services .
k. Potential Danger. Advertisement which displays the word "stop", "drive "danger"
or any other word, phrase, symbol, lighting, or any device or any components thereof,
or character likely to interfere with or mislead pedestrian or vehicular traffic.
F :\Community Development\Users\MPO\Transit\Advertising\Transit Advertising Contract Final.doc 17