Loading...
CONTRACT 6587 Vender Agreement CLOSEDDocuSign Envelope ID: 235AB02C-2C1E-4A23-8218-47432D5FAE32 Agreement No. 6587 DocuSign Envelope ID: E5B4995A-58E9.48CB-BCOD-45AOC72OF555 ADWRTISEMIENT IMPRESSIONS AGREEMENT PAGE I OF 3 pr CONTRACT NO.: 3610198 DATE: 02/14/23 OVER -DELIVERY OF IMPRESSIONS - YES (up to 105%) ADVERTISER: El Segundo Police Department OUTFRONTmedia 1731 Workman Street BRAND: ACCOUNT EXECUTIVE: Amold Gomez (980) Los Angeles ,CA 90031 CAMPAIGN: 323-222-7171 Copy must meet Prodstedon specifleadons and be received 10 working days prior to each adverddsing period: THIS AGREEMENT AND TIME COPY TO BE DISPLAYED HEREUNDER IS SUBJECT TO THE APPROVAL OF OUTFRONT MEDIA'S MARKET GENERAL MANAGER AND THE OWNER OF THE LOCATION AS APPLICABLE Advertiser Bill To# 1156836 Subject to the terms of the Production Infctrnttation Addendum Page gad the OUTFRONT Media Terms and Conditions ar Advertising Service each attached City of El Segundo hereto and made n pan hereof, the adveni.w t itVor agency listed on thLi page (collectively, "Advertiser") hereby contracts with Ouirronl Media LLC ("Company") ATTN Police Department far the display oradvenising copy ("Copy") on the advertising display(s) described below, commencing approximately on the commcocemetst date oft c 350 Main Street Advertising Period listed below and delivered in accordance with and subject to Company Specifications for Inventory And Packagts loeared at El Segundo, CA 90245 (tine "Inventory S iOcations")Adveni r shall provide the Copy in the farm gad t and within the 3105242278 1itrtct`rame specift by Company. including sufficienc ovcrnuus Copy and posting inorrucuorts. Attn: Julissa Solano See Production fnfotxtation AddcMum page for shipping quantities and addresses for static copy. For further specifications regarding the inventory and packages purchased under this Contract, me the asset descriptions at www.outfroninwdhLcomlrmameadpoating-standards. Market/Region/DMA/ Advertising Period Gem by Tar - UAudience_/Tvoe Conditions StartlEnd # Of 1m ressions RATE/CPM• Total Cost CA Digitallmpteesio%-Guar DioalImpressions9Non-GuarAn: dl1€l+ CONDITION 02i20i23-ON0123 500,0DO $10.00 $5,000.00 n PProval: Special Instructions: Net Impressions Total: $5,000.00 THIS AGREEMENT IS NON -CANCELABLE BY ADVERTISER EXCEPT ASSET FORTH IN THE TERMS AND CONDITIONS ATTACHED HERETO. THIS CONTRACT CONSISTS OFTHIS PAGE, THE INVENTORY SPECIFICATIONS LOCATED AT W W W.OUTFRONTMLDIA.COMIRESOURCES/POSfING-STANDARDS, THE PRODUCTION INFORMATION ADDENDUM PAGE, ANY ADDENDA APPLICABLE TO OTHER PRODUCTS AND SERVICES (SUCH AS MOBILE ADVERTISING OR ATTRIBUTION SERVICESh AND THE OUTFRONT MEDIA TERMS AND CONDITIONS OF ADVERTISING SERVICE INCORPORATED HEREIN, ALL OF WHICH ADVERTISER HEREBY ACKNOWLEDGES RECEIVING AND APPROVING. ANY MISSING PAGES OF THIS CONTRACT MAY BE OBTAINED OR REQUESTED THROUGH ANY OUTFRONT MEDIA OFFICE OR REPRESENTATIVE IF LOST OR NOT RECEIVED BY ADVERTISER. FACSIMILE OR ELECTRONIC SIGNATURES SHALL HAVE THE SAME FORCE AND EFFECT AS ORIGINAL SIGNATURES. THIS CONTRACT MAY BE EXECUTED IN SEVERAL COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT. THE AGENCY AND/OR THE SIGNATORY HERETO REPRESENTS AND WARRANTS THAT THEY ARE AUTHORIZED TO EXECUTE THIS CONTRACT ON BEHALF OF AND BIND THE ADVERTISER AND THAT THE ADVERTISER APPROVES SAME ArIE iD �tGREED TO BY - OUTFRONT MEDIA ADVERTISER/AGENCY n y:- 02/15/2023 5:47:35 PM EST Jaime Bermudez� Chief of Police rr J�B DATE PLEASE PRINT DATE l� [ w�� t s • Codes: CPM - Cost per Thousand Impressions a APADVE0 AS TO FORM: for z � _ city Cior CITY ATTORNEY Ch of FI Smundn DocuSign Envelope ID: 235AB02C-2C1 E-4A23-8218-47432D5FAE32 Agreement No. 6587 OUTFRONT MEDIA TERMS AND CONDITIONS OF ADVERTISING SERVICE Page 2 of 3 1. Scope of the Contract. The "Contract" consists of these terms and conditions, the facing page, the Prod uction-information Addendum, any attached addenda applicable to other products and services (such as mobile advertising or attribution services), if any, and Company's Specifications for Inventory and Packages located at www.outfrontmedin.com/resources/posting-standards (the "Inventory Specifications"), which are incorporated by reference herein. If an advertising agency or other agent or licensee of Advertiser ("Agency") is entering into this Contract on Advertiser's behalf, Agency represents that it has the authority to act and is acting as agent for Advertiser. 2. Delivery of Copy. At least ten working days before the estimated start date (unless otherwise agreed in writing by Company or set forth in the Inventory Specifications), Advertiser, at its sole expense, shall furnish and deliver to Company or to service points designated by Company sufficient supply of advertising copy ("Copy"), in the form and type specified by Company, with all necessary overage supply and posting instructions. If Copy Is not timely and properly received in accordance with the Contract, a loss of service may occur and additional costs may be charged by Company, although commercially reasonable efforts will be used to post late Copy as promptly as practicable after receipt from Advertiser. If Advertiser requests expedited installation within five working days of Company's receipt of late Copy, a fee of not less than $650 per location will be payable. Company may use the location(s) In any manner prior to posting the late received Copy without limiting Advertiser's liability to pay for such location(s). 3. Copy Approval and Responsibility for Content. The character, design, text and illustrations on Copy and the material used are subject to approval by Company and by the location owner, transit company/authority or third party controlling the location ("Owner"). Nudity, pornographic, profane or obscene Copy is prohibited. If Copy is rejected, Advertiser shall provide acceptable replacement Copy within ten days of notification of rejection. If Advertiser fails to provide acceptable replacement Copy within such ten-day period, Company shall have the right to use the locations) involved in any manner, without releasing Advertiser from its obligation to pay for such location(s). If after installation or posting, the Owner of a display disapproves any advertisement or if Company determines that adverse publicity, reputational harm or liability to Company or third parties has or Is likely to result from any display, Company shall have the right to remove the advertisement and, at its option, either terminate this Contract or request new acceptable Copy in accordance with this paragraph. Advertiser shall Indemnify, defend and save harmless Company and Owner against all claims and liabilities (Including reasonable attorneys' fees and expenses) arising out of the advertising material displayed under this Contract, Including, but not limited to, any claim for defamation, fraud, misrepresentation, any claim for infringement of any copyright, trademark, or other intellectual property right, or any claim for violation of any right of privacy, common law right or any other right of any person or entity. 4. Publicity for Certain Copy. If the Copy concerns a political, religious or social issue, Advertiser (Including Agency) shall not make any press release or other public announcement or media outreach regarding this Contract or the related Copy that refers to Company without Company's express prior written consent (which content may be granted or denied in Company's sole discretion), except as required under applicable law, In which case Advertiser shall obtain the approval of Company as to the form, nature and extent of the press release, public announcement or media outreach prior to issuing the press release or making the public announcement. 5. Inspection of Displays. Advertiser shall inspect each display within three days after installation or posting. Unless Advertiser gives written notice to Company specifying any defect within such three-day period, the display shall be conclusively presumed to have been inspected and approved by Advertiser for all purposes whatsoever, including the content and location of displays. 6. Maintenance and Damage. Company will use commercially reasonable efforts to maintain static displays in good condition to the extent of matters reasonably within Company's control. Should Advertiser's static Copy be lost, stolen, damaged, defaced, or deteriorated for any reason whatsoever, including ordinary wear and tear, Advertiser shall furnish replacement Copy, upon Company's request, without liability or expense to Company. If Advertiser falls to provide such replacement Copy, Company may use the location in any manner, without releasing Advertiser from its obligation to pay for such location. Any repainting or repanting requested by Advertiser in addition to that specified herein shall be paid by Advertiser in advance per Company's current quoted prices. 7. Inability to Post Copy. If for any reason whatsoever (I) Company is unable to secure any specified location or loses the right to use any location, or (If) Company posts fewer locations or less Copy than specified, or (fit) any location becomes obstructed, destroyed or defaced, or (iv) Company fails to display digital Copy in accordance with the minimum display standard for digital displays as set forth in the Inventory Specifications, or (v) Company falls to deliver the minimum number of guaranteed impressions in accordance with the Inventory Specifications (where Company has provided an impression guarantee), or (vi) Company otherwise fails to meet its obligations hereunder, such failure shall not be deemed a breach or termination of this Contract and shall not render Company liable for any damages or offsets of any kind other than as set forth in this paragraph. As Advertiser's sole remedy and Company's sole obligation for any such failure (except where a more specific remedy is expressly provided for in this Contract), Company shall, at its sole option, either (A) extend the Advertising Period and/or post additional Copy to provide an equivalent amount of advertising service at the contracted location or a replacement location of equal value (per Company's prices and/or classifications), (B) provide a pro -rated credit for advertising services equivalent to the amounts paid for services not rendered, or (C) terminate the Contract in whole or in part and receive payment in full for services rendered through the termination date, with all other remedies at law or equity being expressly waived by Advertiser. S. Illumination of Static Displays. Where illuminated static displays are provided, illumination will be from dusk to midnight unless otherwise specified by Company for a specific display. If illumination is halted or reduced for any reason, including, but not limited to, compliance with law or malfunction of equipment, and such period of halted or reduced illumination continues for more than five days after Company's receipt of notice from Advertiser, as Advertiser's sole remedy for such illumination failure, Advertiser shall receive a credit for the period of reduced or non -illumination at the rate of 15% of the contract price for the impacted period. 9. Invoicing and Payment. Invoicing will be rendered monthly in advance dating from the commencement date of the first Advertising Period. Where the facing page of this Contract specifies delivery by impressions and Company approves payment in arrears, invoicing will be rendered monthly as of the last business day of each month during the Advertising Period and following the end of the Advertising Period based on the number of impressions delivered during the prior monthly period or part thereof. Invoices rendered to Advertiser shall be conclusive as to the correctness of the Items stated unless Company receives written objection within 15 days of the invoice date. Non -receipt of invoices or lack of invoicing shall not impact Advertiser's liability hereunder. AU rates and adjustments are computed on the basis of 30 days to the month, unless 0 C U7 7 M 0 rn 0 m cn m A EO ro D m m k 0 W W 0 0 0 0 0 4 0 a, cn U DocuSign Envelope ID: 235AB02C-2C1E-4A23-8218-47432D5FAE32 Agreement No. 6587 Page 3 of 3 a different period is specified on the facing page of this Contract. Invoices shall be due 30 days after the date of invoice and failure to pay within such timeframe shall result in a default hereunder and shall further be deemed a default under any other agreements with Company. Invoices not paid when due shall accrue interest at the rate of 1.5% per month (18% annually), or such lesser rate permitted by law. Additionally, any discounts given shall be forfeited/reversed for invoices not paid within 60 days from the date thereof. Notwithstanding the foregoing, in the event that Company accepts payment by ACH or credit card, Company shall have the right, at Company's option, to either (i) require Advertiser to'poy all amounts due or coming due under the Contract on the date of the ACH or credit card payment or (il) require Advertiser to set up recurring payments whereby Advertiser's ACH or credit card is charged on each invoice date for the full invoice amount. 10. Credit Approval. Acceptance of this Contract is subject to credit check and approval by Company. Company, in its sole discretion, may extend or reject credit, or at any time during the term withdraw credit, and Company may thereupon require partial or full payment of the remaining contract amount in advance. 11. Advertiser Default. in the event of default or material breach by Advertiser, in addition to other remedies available at law, Company may: (1) cancel this Contract without prior notice and demand payments of all amounts remaining due and owing; (11) without terminating this Contract, declare the entire balance of payments to be made hereunder immediately due and payable; (ill) remove all of Advertiser's Copy without limiting Advertiser's liability hereunder; and/or (iv) declare Advertiser in default under any other agreement with Company. Waiver by Company of any breach by Advertiser hereunder shall not prejudice the rights of Company with respect to any breach not specifically waived by Company. 12. Unused Copy. Company shall not be held responsible for unused posters, displays or other Copy provided by Advertiser and Company may dispose of any such materials in its discretion. Company may promote Company's own business through the use of Advertiser's Copy or displays in any manner whatsoever. 13. General. This Contract contains the full agreement of the parties, and no prior representation or assurance, verbal or written not contained herein, shall affect or alter the obligations of either party hereto. Company and Advertiser accept this Contract subject to all federal, state and municipal laws and regulations. In the event any advertisement becomes illegal, Company reserves the right to terminate same upon notice to Advertiser. This Contract is not cancelable or assignable by Advertiser, nor may the subject of the advertising he changed without the consent of Company. All parties comprising Advertiser hereunder, including Agency, shall be jointly and severally liable under this Contract. This Contract and all related claims shall he construed according to the laws of the Stale of New York and New York County, New York shall be the proper and exclusive legal jurisdiction and venue for any resulting legal action. Company is an Equal Opportunity Employer. 14. Counterpart Signatures. This Contract may be executed in numerous counterparts, all of which shall be considered one and the some agreement For purposes of this Contract, facsimile or electronic signatures shall be considered original signatures. End of Terms and Conditions