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HomeMy WebLinkAboutClear Channel Advertising Contract - SBNPage 1 of 2 IN-TER-SPACE SERVICES, INC., d/b/a CLEAR CHANNEL AIRPORTS New * INITIAL CONTRACT START DATE Renewal COMPREHENSIVE CONTRACT TOTAL CHANGE OUT FEE Date Date Signature 2 Name Date Account Executive (s)Contract # FOR INTERNAL USE CLEAR CHANNEL SIGNATURES Signature 1 Name NameNameDate Signature Signature 4-Week Media Subtotal (Year 3) 4-Week Media Subtotal (Year 4) 4-Week Media Subtotal (Year 5) 4-Week Media Subtotal (Year 2) Agency Advertiser Other Fee SECURITY DEPOSIT 4-Week Media Subtotal (Year 1) Advertiser / Product APPROXIMATE SIZE INVENTORY CODE DURATION: 4- WEEK PERIOD TOTAL NET 4-WEEK RATE Product Name START & END DATE Phone #Fax # P.O. #P.O. # Phone #Fax # E-Mail Address E-Mail Address Contact Contact Customer # City, State Zip City, State Zip Address Address CONTRACT FOR ADVERTISING DISPLAY SPACE at: CONTRACTED BY AGENCY ON BEHALF OF ADVERTISER CONTRACTED DIRECTLY BY ADVERTISER Contract Date Name Name InvoiceCustomer #Invoice INVENTORY DESCRIPTION Revision Rev. 11.26.2019 This Contract must be signed by both Agency or Advertiser and Clear Channel to be effective. Agency/Advertiser hereby contractsIN-TER-SPACESERVICES,INC.,d/b/aCLEAR CHANNEL AIRPORTS(herein after referred to as "CLEARCHANNEL")for thosecertain airport advertisingservicesdescribed aboveupon theterms and conditionsset forth hereinANDONPAGE 2 OF2 (together,the"Contract").TheTermsand Conditionsattachedhereto as Page2of2 areherebyincorporated hereinbyreference andmade aparthereof.Thepartiesmayrelyuponfacsimilecopiesofanysignatures of this Contractas if the same were originals whether or not Page 2 of 2 is attached to such transmittal. City/State/Local Tax Special Instructions/Additional Charges: $0.00 10 Second Ad on LED Video Wall - Bag Claim TechFee 13.00 13.00 13.00 Jim Kubinski jkubinski@southbendin.gov $0.00 1/6/2020 5747072833 $8,693.75 4 Jim Kubinski Ad Stacking for 4 images included 321 E Walter St 4 Jo Daniels South Bend International Airport South Bend IN 46614-2642 us 2/10/2020 - 2/7/2021120" W x 56" H 298094 $0.00 City of South Bend 1/6/2020 - 1/3/202184.56" W x 48.7" H $425.00 Production, Installation/ Removal not included on this Contract. Sales tax where applicable. Tax is subject to change. Agency/Advertiser is responsible for all tax fees to the extent permitted by applicable law. Change out fee only charged if applicable. City of South Bend 1/6/2020 - 1/3/2021 $218.75 SBN-1A-TFD-5 a35e0ad9-a590-4258-a9fe-28e257bc584a $25.00 SBN-VW-1-6 Waived Tension Fabric Display - Concourse 12/18/2019 SBN-VW-1-6 Page 2 of 2 I.TERMS OF PAYMENT c. a. b.d. e. IV.CANCELLATION a. c. b. d. c. II.RATESa. V.ADVERTISING RATE POLICY a. b. c. VI.GENERAL a. d. e.b. f.c. III.ADVERTISING MATERIAL a. d. e. b. f. g. h. ClearChannelandAdvertise/Agency acknowledgeandagree that the Airport,theapplicableAirport Authority,oranyotherpartythat ownsor controls thepremisesorstructures withinorupon whichthe advertisingfacilitiesshallbelocatedis nota partyto thisContract andshallhavenocontractualliability or any otherdutyto the Advertiser/Agency by virtue ofthis Contract and that thisContract shallnotaffecttherightsandobligationsbetweenClearChannelandsuchentities.Notwithstanding anything to thecontrary under this Contract,this Contract and theservices to beprovided hereundershallbe subjectin all respects to the underlyingagreement betweenClearChannelandthe applicableentity granting Clear Channel the rights upon which the services herein are being provided. Terms and Conditions to In-Ter-Space Services, Inc., d/b/a Clear Channel Airports For Advertising Display Space Billswill berenderedperperiodin advancedating fromthe commencementdateof theContract.Advertiser/Agency agrees to make payment net (without offsets,abatement,deductionsor demand)in advanceuponreceipt of bills.Defaultshall bedeemed to occur whenever any billshall beunpaid for thirty (30)days.The Security Deposit,if applicablewill berefundeduponthe termination ofthe Contract, or applied to the remaining payment obligation. Advertiser/Agency authorizes Clear Channel to use a picture or photograph of Clear Channel's advertising display containing Advertiser/Agency's advertising materials for Clear Channel'spromotional,advertising or prospective sales purposes with clients,prospective clients,or for its internal use. Advertiser/Agencyagreestocallforandremovealladvertisingordisplaymaterialimmediatelyafterthe expiration of its display periodandfurther agrees thatwithout liability,ClearChannelis authorized to remove and dispose of any such material that is not so called for or removed. Advertiser/Agency agrees to indemnify,saveand hold harmless ClearChannel,theAirport andthe applicableAirport Authorities(collectively,the"Indemnified Parties")fromandagainstanyliability,loss, costs,includingattorney’sfees,chargeor judgment to which theIndemnifiedPartiesmay besubjectorsubjectedtobyanyreasonorasaresultoftheadvertisingservicesrequiredbythisContract. Additionally,Clear Channel shall have the right and prerogative to require,at its sole option,the Advertiser/Agencyto represent and/or defend Clear Channel’s interests in anyclaim ormatterwhich may result in any such liability, loss, costs, including attorney’s fees, charge or judgment. ThisContractbecomeseffective when acceptedand executed byClearChannelandcontains thefull agreement of the parties;no representation or assurance,verbal or written other than that written herein and onPage1of2hereofor byseparateagreement over thesignature ofanofficer ofClear Channel, shall effect or alter the obligation of either party hereto. ClearChannel is hereby authorized to remove and to leave vacant orto use substitute advertisingcopyforanyadvertisingdisplaymaterialwhichmaybedefaced,damaged or otherwise become deteriorated and for which Advertiser/Agency has failed to provide replacements without liabilityor expenseto Clear Channel.It is herebyagreedthatnon-use of advertisingdisplayspacearising from Advertiser’s orAgency's failureto provide suchreplacementwill not relieve Advertiser/Agency from obligation to pay for such advertising display space. Advertiser/Agency,without expense to Clear Channel,shallsupplyreplacements forany damagedordefaceddisplaymaterialandprovideforthereplacementandinstallationofanydefectivepartsor mechanisms. Unlessotherwisespecified onPage 1of2hereofandexcept forV.below,thisContractis notsubject to cancellation byAdvertiser/Agencyand maynot beassigned or transferred by Advertiser/Agency without the prior written consent of Clear Channel. Advertiser/Agency shall carry its own insurance covering all advertising copy and displays.Clear Channel shall not be liable for any damage or loss by theft,fire explosion,the elements or other casualty. In theevent that Clear Channel's abilityto installnew or replacementadvertising displays subject to this Contract are delayed due to no fault of Advertiser/Agency,the Contract Start and End dates specified on Page 1 of 2 hereof, shall be proportionally extended without liability to Advertiser/Agency. Advertiser/Agencywill beresponsibleforpreparation and deliveryof advertisingdisplaymaterialto designated Clear Channel service points withoutexpense to Clear Channel ataminimum of7daysprior to the date ofcommencement of Contractor desired date of change.Ifadvertising display materials are timelydelivered,ClearChannelshallcomplete posting/installation ofthe advertisingdisplay material no later than five (5) working days after the date of commencement of this Contract or desired date of change. If Advertiser’s/Agency'smaterialis not received bythe required date:(i)Advertiser’s advertisingmaterialsmaynotbe installed bythe commencementdateoftheContract,(ii)Advertiser/Agencymaybesubject toincreased installationcosts,(iii)ClearChannelshallnot be obligated to provide any“bonus”or“make good”accommodations and (iv)Clear Channel isherebyauthorized atits soleoption to leave vacantorto usesubstituteadvertising copy inspaces allocated to Advertiser/Agency under thisContractandAdvertiser/Agency agrees that it will pay for such use of the advertising display spaces. Advertiser/Agencymay request replacementadvertisingcopychangeoutssubsequenttotheinitial advertisingcopy.Unlessotherwise specified on Page 1 of 2 hereof,Clear Channel may charge Advertiser/Agency for any work associated with complying with Advertiser/Agency’srequestforreplacementadvertising copychangeouts aspartofthe advertising services provided byClearChannel to Advertiser/Agency.Advertiser/Agency agrees to assume allexpense in connection with initial installation as well as subsequent Advertiser/Agency requested changes of display material required under all contracts for exhibits. d.Advertiser and Agencyagreethatany dispute ordefault ofsaid Contract shall be governed by the laws oftheCommonwealth of Pennsylvania,and each agree to submit to the jurisdiction and venue of the state or federal courts located in Lehigh County, Pennsylvania. If for any reason whatsoever,Clear Channel shall (a)cease to have the right to continue the advertising services covered bythis Contractor(b)the advertising display(s)covered by this Contract areremovedorupgraded;then ClearChannelmayatits optioneither:(i)relocateAdvertiser/Agency's advertising copyinto suitable advertisingdisplay(s)of comparable passengerexposure;(ii)relocate Advertiser/Agency's advertising copyinto the upgraded advertising display(s);or (iii)terminate the Contract and discontinue the service provide for hereunder without notice and without liability to Advertiser/Agency. Unless otherwise specified on Page 1 of 2 hereof, rates indicated in this Contract are not subject to advertising agency commission.Advertiser and Agency agree that they are jointly and severally liable for theperformance of their obligations hereunder. Electricalillumination for alldisplaysis includedin the spacefee rate.All dioramawallcases,glass-enclosed island cases and show window displaycasesare supplied by ClearChannel.In addition,includedin the space feerateisregularcleaning ofall displaycases andmaintenance of standardillumination.Allspacefeeratesquotedarefornon-selection positionsandaresubjectto rotation shiftsas shall be determined by Clear Channel and the appropriate Airport Authority in their sole discretion. Clear Channel is an Equal Opportunity Employer. Unlessotherwisespecified onPage1of2hereof,rates quoted are perperiodratesapplicableonly to contracts fordisplayperiods ofthirteen(13)consecutiveperiods.Additionalpercentagesarecharged forshortertermsthatmay bespecifiedinthisContract,orin any renewal or curtailment thereof. Advertiser/Agencywill receiveninety(90)daysadvancenotification onanychangein advertisingfee rates.Advertiser/Agency may terminate as of the effective fee rate change date by notification to Clear Channel at least thirty (30) days prior to such effective fee rate change date.All rates and adjustments are computed on the basis of 28 days per period. Unlessotherwisespecified onPage1 of2hereof,all rates areforuse of spaceonly,anddo notinclude costofdesigning,producing, delivering material, or erecting display material. Use and placementof alladvertising materials submittedby Advertiser/Agencyaresubject tothe priorapprovalofClearChannelandtheappropriateAirportAuthority(ies).Furthermore,alladvertising displays or exhibits placedon property owned orcontrolled bythe Airport underthisContractaresubjecttotheAirportAuthority'sorders of removalif deemedunaesthetic,objectionableor foranyother reason whatsoever in the Airport's sole discretion. Lossofserviceasa resultofstrikes,fire,terroristact,naturaldisasters oranyothercause beyondthecontrolofClearChannelshallnotconstituteabreachofcontract,provided,however,that Clear Channelshallhavethe optionof terminating theContractor providing pro-rata,anequivalentterm of service to Advertiser/Agency. TERMS AND CONDITIONS ClearChannelreservesthe right,atany timeupondefault byAdvertiser/Agency in thepaymentof bills,at itssole option,either (1)to considerthattheentiretotalbalanceofpayments to be madeunderthis Contract shallbe accelerated and become immediatelydue andpayable;or (2)tocancelthisContractand torequireimmediatepaymentofthebalancedue,including theaddition of theapplicable short term rate and retainany depositasliquidateddamage.Advertiser/Agencyagreestopay forthwith the amountdeterminedto be dueClear Channelinaccordancewith either of theaboveoptionsand to reimburseClearChannel foranyexpensesthat itmayincurin the collection of all amounts due, including attorney’s fees, court costs, and related expenses. Paymentsaresubject to late payment charge ofoneandone-half percent(1½%)per period eighteenpercent (18%)perannum,or suchlesser amount aspermittedbylaw.Suchchargewillbeadded tobilled amountsthatarethirty(30)dayslate.Thisshallalsoapply to balances under I-b above. Page 1 of 2 Total Cost Special Instruction / Additional Charges: Date Date Date Date IN-TER-SPACE SERVICES, INC., d/b/a CLEAR CHANNEL AIRPORTS CONTRACT FOR ADVERTISING DISPLAY SPACE at: Installation/Production/Removal Contract CONTRACTED BY AGENCY ON BEHALF OF ADVERTISER CONTRACTED DIRECTLY BY ADVERTISER Customer #Invoice Customer #Invoice City, State Zip City, State Zip Name Name Address Address Contact Contact E-Mail Address E-Mail Address Advertiser / Product Product Name Fax # P.O. #P.O. # Phone #Fax #Phone # Location Code Size(s)Production Cost Production Tax Shipping Cost Installation Cost Installation Tax Removal Cost Removal TaxShipping Tax CONTRACT START DATE COMPREHENSIVE CONTRACT TOTAL Sales tax where applicable. Tax is subject to change. Client is responsible for all tax fees to the extent permitted by applicable law. Agency/Advertiser herebycontractsIN-TER-SPACESERVICES,INC.,d/b/a CLEARCHANNEL AIRPORTS (hereinafterreferred toas"CLEAR CHANNEL")forthosecertain airportadvertisingservices described above upontheterms and conditionsset forth herein AND ONPAGE2OF2 (together,the"Contract").TheTermsand Conditionsattachedheretoas Page2of 2 areherebyincorporated herein byreference and madeaparthereof.Thepartiesmayrely upon facsimile copies ofanysignaturesof thisContract asif the same were originals whether or not Page 2 of 2 is attached to such transmittal. This Contract must be signed by both Agency or Advertiser and Clear Channel to be effective. Agency Advertiser NOTE: Additional charges may not be included in the total Contract cost as listed above. Signature 2 Name Signature Signature Name Name CONTRACT SUBTOTAL TAX SUBTOTAL Account Executive (s)Contract # New * Renewal FOR INTERNAL USE CLEAR CHANNEL SIGNATURES Signature 1 Name $380.00 $406.60 $0.00 Contract Created Date: $23.10 $0.00 Jim Kubinski $0.00 $0.00 jkubinski@southbendin.gov 1/6/2020 $406.60 $0.00 $0.00 5747072833 $3.50 $0.00 4 $0.00 Ad Stacking for 4 images included Jim Kubinski $0.00 321 E Walter St 4 Jo Daniels South Bend International Airport $0.00 South Bend IN 46614-2642 us $0.00 $0.00 120" W x 56" H 298094 $0.00 $0.00 $330.00 84.56" W x 48.7" H $0.00 City of South Bend City of South Bend $26.60 $0.00 $50.00 $0.00 SBN-1A-TFD-5 $0.00 a35e0ad9-a590-4258-a9fe-28e257bc584a SBN-VW-1-6 $0.00 $0.00 $0.00 12/18/2019 $0.00SBN-VW-1-6 Page 2 of 2 I.TERMS OF PAYMENT c. a. b.d. e. IV.CANCELLATION a. c. b. d. c. II.RATES a. V.ADVERTISING RATE POLICY a. b. c. VI.GENERAL a. d. e.b. f.c. III.ADVERTISING MATERIAL a. d. e. b. f. g. h. Loss of service as a result of strikes,fire,terrorist act,natural disasters or any other cause beyond the control of Clear Channel shall not constitute a breach of contract, provided, however, that Clear Channel shall have the option of terminating the Contract or providing pro-rata, an equivalent term of service to Advertiser/Agency. TERMS AND CONDITIONS Clear Channelreserves the right,at any timeupondefault by Advertiser/Agency inthe payment of bills,at its soleoption,either (1)to consider thatthe entire total balance of payments to be made under this Contract shall be accelerated and become immediately due and payable;or (2)tocancel thisContract andto requireimmediate payment of the balance due,including the addition of the applicable short term rate and retain any deposit as liquidated damage.Advertiser/Agency agrees to pay forthwith the amount determined tobe due Clear Channel in accordance witheither of the above options and to reimburse Clear Channel for any expenses thatit mayincur in the collection of allamounts due,including attorney’sfees,court costs,and related expenses. Paymentsare subject to late payment charge of one and one-half percent (1½%)per period eighteenpercent(18%)per annum,or such lesseramount aspermitted bylaw. Such charge will be added tobilled amounts that are thirty (30)days late.This shall also apply to balances under I-b above.If for any reason whatsoever,Clear Channel shall (a)cease to have the right to continue the advertising services covered by this Contract or (b)the advertising display(s)covered by this Contract are removed orupgraded;then Clear Channel may at its option either:(i)relocate Advertiser/Agency's advertising copy into suitable advertising display(s)of comparable passenger exposure;(ii)relocate Advertiser/Agency's advertising copy into the upgraded advertising display(s);or (iii) terminatethe Contract and discontinue theserviceprovidefor hereunder withoutnotice and without liability to Advertiser/Agency. Unlessotherwise specified on Page 1 of 2 hereof,rates indicated in this Contract are not subject to advertising agency commission. Advertiser and Agency agree that they are jointly and severally liable for the performance of their obligations hereunder. Electricalilluminationfor all displays isincludedin the spacefee rate.All diorama wall cases,glass-enclosed island cases and show window display cases are supplied by Clear Channel.In addition,included in the space fee rate is regular cleaning of all displaycasesandmaintenance of standardillumination.All space fee rates quotedare fornon-selection positionsand are subject to rotation shifts asshall bedetermined by Clear Channel and the appropriate Airport Authority in their sole discretion. Clear Channel is an Equal Opportunity Employer. Unless otherwise specified on Page 1 of 2 hereof,rates quoted are per period rates applicable only to contracts for display periods of thirteen (13)consecutive periods. Additional percentages are charged for shorter terms that may be specified in this Contract, or in any renewal or curtailment thereof. Advertiser/Agency will receive ninety (90)days advance notification on anychange in advertising fee rates.Advertiser/Agency may terminate as of the effective fee rate change date by notification to Clear Channel at least thirty (30)days prior to such effective fee rate change date. All rates and adjustments are computed on the basis of 28 days per period. Unlessotherwise specified on Page 1 of 2 hereof,all rates areforuse of space only, and donot include cost of designing,producing,delivering material,orerectingdisplay material. Use and placement of all advertising materials submitted by Advertiser/Agency are subject to the prior approval of Clear Channel and the appropriate Airport Authority(ies).Furthermore,all advertising displays or exhibits placed on property owned or controlled by the Airport under this Contract are subject to the Airport Authority's orders of removal if deemed unaesthetic,objectionable or for any other reason whatsoever in the Airport's sole discretion. In the event that Clear Channel's ability to install new or replacement advertising displays subject to this Contractare delayed due to no faultof Advertiser/Agency,the ContractStart and End dates specified on Page 1 of 2 hereof,shall beproportionally extended without liability to Advertiser/Agency. Advertiser/Agency will be responsible for preparation and delivery of advertising display material to designated Clear Channel service points withoutexpense to Clear Channel at a minimum of 7 days prior to the date of commencement of Contract or desired date of change.If advertising display materials are timely delivered,Clear Channel shall complete posting/installation of the advertisingdisplaymaterial nolater thanfive(5)working daysafterthedate of commencement of this Contract ordesired date of change. If Advertiser’s/Agency's material is not received by the required date:(i)Advertiser’s advertising materialsmaynotbe installedby thecommencement date of theContract, (ii) Advertiser/Agency may be subject to increased installation costs, (iii) Clear Channel shall not be obligated to provideany“bonus”or“makegood”accommodations and(iv) Clear Channel is hereby authorized at its sole option to leave vacant or to use substitute advertising copy in spaces allocated to Advertiser/Agency under this Contract and Advertiser/Agency agrees that it willpay for such use of the advertising display spaces. Advertiser/Agencymay requestreplacementadvertisingcopy changeouts subsequent to theinitial advertising copy.Unless otherwisespecifiedon Page1 of 2hereof,Clear Channel may charge Advertiser/Agency for any work associated with complying with Advertiser/Agency’s request for replacement advertising copy change outs as part of the advertising services provided by Clear Channel to Advertiser/Agency. Advertiser/Agency agrees to assume all expense in connection with initial installation as well as subsequent Advertiser/Agency requested changes of display material required under all contracts for exhibits. d.Advertiser and Agency agree that any dispute or default of said Contract shall be governed by the laws of the Commonwealth of Pennsylvania,and each agree to submit to the jurisdiction and venue of the state or federal courts located in Lehigh County, Pennsylvania. Advertiser/Agency shall carry its own insurance covering all advertising copy and displays.Clear Channel shall not be liable for any damage or loss by theft,fire explosion, the elements or other casualty. Advertiser/Agency authorizes Clear Channel to use a picture or photograph of Clear Channel's advertising display containing Advertiser/Agency's advertising materials for Clear Channel's promotional,advertising or prospective sales purposes with clients, prospective clients, or for its internal use. Advertiser/Agency agrees to call for and remove all advertising or display material immediately after the expiration of its display period and further agrees that without liability,ClearChannelisauthorized to remove and disposeofany suchmaterialthat is not so called for or removed. Advertiser/Agency agrees to indemnify,save and hold harmless Clear Channel,the Airport and the applicable Airport Authorities (collectively,the "Indemnified Parties") from andagainst anyliability,loss,costs,including attorney’s fees,charge orjudgment to which the IndemnifiedParties may be subjector subjected to by any reason oras a resultoftheadvertisingservicesrequired bythis Contract.Additionally,ClearChannel shallhavethe right and prerogativetorequire,atitssoleoption,theAdvertiser/Agency to representand/or defendClearChannel’sinterests inanyclaimor matter which may result in any such liability, loss, costs, including attorney’s fees, charge or judgment. This Contract becomes effective when accepted and executed by Clear Channel and contains the full agreement of the parties;no representation or assurance,verbal or written other than that written herein and on Page 1 of 2 hereof or by separate agreement over the signature of an officer of Clear Channel,shall effect or alter the obligation of either party hereto. Clear Channel ishereby authorizedtoremoveand to leave vacant orto usesubstitute advertising copy for any advertising display material which may be defaced,damaged or otherwise become deteriorated and for which Advertiser/Agency has failed to provide replacements without liability orexpense to Clear Channel.It is herebyagreed thatnon-use of advertising displayspace arisingfrom Advertiser’s orAgency's failure to provide such replacement will not relieve Advertiser/Agency from obligation to pay for such advertising display space. Advertiser/Agency,without expense to Clear Channel,shall supply replacements for any damaged or defaced display material and provide for the replacement and installation of any defective parts or mechanisms. Unless otherwise specified on Page 1 of 2 hereof and except for V.below,this Contractis not subjecttocancellation by Advertiser/Agency and may not be assigned or transferred by Advertiser/Agency without the prior written consent of Clear Channel. Clear Channel and Advertise/Agency acknowledge and agree that the Airport,the applicable Airport Authority,or any other party that owns or controls the premises or structures withinor upon which the advertising facilities shallbe located is not a party to this Contract and shall have no contractual liability or any other duty to the Advertiser/Agency byvirtue of this Contract and that this Contract shall notaffect the rights and obligations between Clear Channel and such entities.Notwithstanding anything to the contrary under this Contract,this Contract and the services to be provided hereunder shall be subject in all respects to the underlying agreement between Clear Channel and the applicable entity granting Clear Channel the rights upon which the services herein are being provided. Terms and Conditions to In-Ter-Space Services, Inc., d/b/a Clear Channel Airports For Advertising Display Space Bills willbe rendered perperiodin advancedating from thecommencement dateofthe Contract.Advertiser/Agencyagrees to makepayment net(without offsets,abatement, deductions or demand)in advance upon receipt of bills.Default shall be deemed to occur whenever any bill shall be unpaid for thirty (30)days.The Security Deposit,if applicable will be refunded upon the termination of the Contract,or applied to the remaining payment obligation.