HomeMy WebLinkAbout2015-199RENEWED AND AMENDED AGREEMENT FOR TRANSIT ADVERTISING SERVICES
by and between
INDIAN RIVER COUNTY
and
AMERICA NO LINE LLC dba EYE LEVEL DIGITAL
THIS RENEWED AND AMENDED AGREEMENT FOR TRANSIT ADVERTISING
SERVICES ("Amended Agreement") entered into this 13th day of October, 2015, 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 and COUNTY entered into an Agreement for Transit
Advertising Services dated October 16, 2012, and
WHEREAS, CONTRACTOR and COUNTY desire to enter into this Amended Agreement
to perform such services for an additional three years subject to the terms of this Amended
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 Amended Agreement is for CONTRACTOR to administer and carry
out the day-to-day functions associated with interior and exterior advertising on COUNTY
transit vehicles. During the course of this Amended Agreement, the buses that have inside
TV monitors will be phased out and replaced with buses that have room for slide in placard
type advertisements. This Amended Agreement shall cover the TV monitors as they are
phased out and the new slide in placards.
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, Proposed Payment Schedule, and Exhibit C, Advertising
Standards, all of which are attached hereto and incorporated herein.
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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
MANAGER is: Paul Tripaldi, Eyelevel Digital Inc, P.O. Box 643896, Vero Beach, FL,
32964; Phone (772)473-8278; 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 its normal, regularly scheduled
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 with the COUNTY paying for the cost of the advertising materials
(vinyl).
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, interne, 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 Amended Agreement authorizes CONTRACTOR to procure advertising solely on the
exterior of COUNTY vehicles, and digital media inside the vehicles until phased out, slide
in placards on the interior of the bus and two locations on route maps (approximately
September 2016 when the new transit hub opens) 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@sramail.org.
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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. The COUNTY reserves the right to exclude
placing advertising on any individual buses or routes for any reason.
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.
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.
B. 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,
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$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
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 Indemnity. 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
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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 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 Amended Agreement shall remain in full force and effect for a period of three (3)
years after its date of execution.
Article 7. Entire Agreement
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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
ATTEST:
Jeffrey R. Smith, Clerk of Courts and
CSler
BY:
Deputy Clerk
Dated: October 13, 2015
ATTEST:
BY:
INDIAN RIVER COUNTY
BOARD OF COUNTY COMMISSIONERS
BY
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Wesley S Davis, Chairman
October 13, 2015
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Approved as to Form and
Legal Sufficiency
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William K. DeBraal
Deputy County Attorney
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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 16 fixed routes. Fixed route service is provided
throughout Indian River County as well as parts of 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, 10-11 Community Coach vans
are in operation throughout Indian River County.
The combined GoLine/Community Coach fleet, including spares, consists of 47 vehicles.
Most of these vehicles were purchased through grants to COUNTY by the Federal Transit
Administration (FTA).
LENGTH OF CONTRACT
The Amended Agreement will be for a period of three (3) years.
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.
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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 GoLine and Community
Coach buses and publications (including on -board video and slide in placard
advertisements).
Billing for and collection of sold advertising space including initial contracts and
renewals of contracts.
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 Attachment #1, Bus Diagrams.
Permissible interior advertising shall be on digital monitors while available, switching to slide
in placards and two advertising spaces on route maps.
1.03(a) It is understood that not all newer buses will include slide in placard advertising
spaces. If any bus is not equipped with pre-installed slide in placard spaces, no inside
advertising may be placed in that bus without prior COUNTY approval. The location of slide
in placard advertising shall be in compliance with Attachment #2.
1.04 COUNTY's Advertising Standards attached as Exhibit C shall be incorporated into this
Amended Agreement 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 Amended Agreement 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 item
which is not approved. Any items previously approved, which may subsequently be
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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 Amended Agreement 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 Exhibit B; plus
2.01.2 The percent of CONTRACTOR's gross advertising revenues as defined below
and as specified in Exhibit B attached.
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
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
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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 Amended Agreement
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 Amended Agreement 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
Amended Agreement 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 Amended Agreement 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 12th 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.
3. REPORTING REQUIREMENTS
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3.01 CONTRACTOR shall submit to the PROJECT MANAGER for approval a proposed
record and reporting system to substantiate billing, sales, contracts, renewals, commissions
and payments.
3.02 On or before the fifteenth (15) day following the end of each calendar month throughout
the term of this Amended Agreement or any extension thereof, CONTRACTOR shall furnish
to the PROJECT MANAGER a report of gross billings; contracts, renewals, 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 Amended
Agreement, submit to the PROJECT MANAGER a report prepared and signed by an
independent Certified Public Accountant,, as to CONTRACTOR's operations under this
Amended Agreement. 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 and renewals 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, while available and slide in placards.
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 Amended Agreement.
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 Upon termination of this Amended Agreement, 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 Payment Schedule
Month
Minimum Monthly Payment
Percent Gross Revenue
1 -3 6
$1,000 OR
33% whichever is greater
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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
disparages an individual or group of individuals on the basis of race, color, religion,
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. 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.
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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.
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