Okaloosa County BOCC — May 3, 2016 — Advertising Agreement Signed by Maruti — reading text

AGREEMENT FOR IMPLEMENTATION OF THE SALE OF ADVERTISING ON COUNTY-OWNED PUBLIC TRANSPORTATION VEHICLES, SHELTERS, AND BENCHES This Agreement is made and entered into in accordance with RFP GM 18-15 and C15- 2323, this day of , 2016, by and between, Okaloosa County, Florida, 1250 N. Eglin Parkway, Shalimar, Florida (hereinafter the “County”) and Maruti Fleet and Management, LLC (hereinafter “Maruti”). RECITALS WHEREAS, the Okaloosa County Board of County Commissioners (hereinafter “the County”) issued RFP GM 18-15 seeking proposals from qualified contractors to manage and operate the County’s fixed-route and on-demand transportation service; and WHEREAS, as part of RFP GM 18-15’s scope of services, the chosen Contractor was required to provide to the County an “advertising program to be administered by the” transit provider, and as part of the Request for Proposals the successful bidder had to include “a description of the advertising sales program that the contractor would implement upon award of the contract”; and WHEREAS, after due consideration of several proposals, the County awarded and entered into Contract C15-2323-GM with Maruti Fleet and Management, LLC, to become the County’s public transportation services provider on August 18, 2015, and WHEREAS, although the provision of advertising plans and services are included in RFP GM 18-15 and the terms of contract C15-2323-GM, the County and Maruti now find it in the best interest of the parties to enter into this Agreement implementing the sale of advertising on county- owned public transportation vehicles, shelters and benches. NOW, THEREFORE, be it agreed by the County and Maruti as follows: Section 1. Incorporation of documents into this Agreement. The recitals set forth above are true and correct and are incorporated herein as essential terms of this Agreement. Further included and incorporated by reference into this Agreement are Maruti’s advertisement plans (hereinafter the “Advertisement Plan”) and services as set forth within its response to RFP GM 18-15 and C15-2323-GM. Section 2. Duties to be performed by Maruti. 1. Maruti shall solicit advertising on County-owned vehicles, shelters, and benches from the general public through direct marketing in accordance with its’ Advertisement Plan. 2. Maruti shall be responsible for the collection of all revenue associated with the sale of advertising on the County-owned vehicles, shelters, and benches. Okaloosa County/Maruti Vehicle Advertising Agreement Page | of 6, excluding Exhibits 3. Maruti shall have the exclusive right to solicit advertising sales on public transportation vehicles, shelters, and benches. Section 3. ,Duties to be performed by the County. I. The transit website managed by Okaloosa County shall announce the availability of advertising space and will direct interested parties to Maruti. 2. The County shall review all proposed advertisement brought to it by Maruti and shall enter into agreements with those who desire to advertise on the County vehicles, benches and shelters. This provision does not require to the County to enter into agreements with every proposed advertiser received from Maruti. It is within the County’s sole discretion whether to contract with any advertiser. Section 4. Payment, Statement of Sale of Advertisement, and Rates. 1. All payments for advertising shall be made payable to Okaloosa County and shall be remitted to the County within two (2) working days of receipt, and shall be accompanied by a written Statement of Sale of Advertising (see Exhibit A, attached and incorporated herein by reference) which indicates the vehicle, shelter, or bench on which the advertising is to be installed, the purchaser, type of ad, the duration of the advertisement, and the total price. No Statement of Sale of Advertising of funds shall be collected by Maruti prior to the entering into the contract by the County with the advertiser as set forth in Section 3(2) above. 2. Advertising shall be according to the rates and standards provided in Exhibit B attached hereto and incorporated by reference. The price of the advertising will include an amount sufficient to ensure removal of the advertising at the end of the advertising period. 3. The prices provided in Exhibit B shall be re-evaluated and are subject to revision on an annual basis beginning from the date the County signed this Agreement. Any changes to prices or specifications provided in Exhibit B shall be approved by the Board of County Commissioners prior to taking effect. Section 5. Minimum Contract Requirements for Contracts with Advertisers. At a minimum, any contract for advertisement must contain the following provisions: A. Any damage caused during the application, use, or removal of advertising materials shall be the sole responsibility of the entity purchasing the advertising. B. The cost of design, printing, installation, and removal of advertising shall be borne by the entity purchasing the advertising, and shall be installed by a licensed company certified by the advertising material manufacturer to install such advertising using materials and methods that will not harm the vehicle, shelter, or bench. The cost of design, printing, installation and removal of the ad shall be included in the price. Okaloosa County/Maruti Vehicle Advertising Agreement Page 2 of 6, excluding Exhibits C. Except for placards or posters that may be easily removed from frames installed in vehicles or shelters, the vendor that applied the advertisement shall remove the advertisement. D. Any vendor selected to install advertising shall carry a minimum of $1,000,000 of General Liability insurance, and $250,000 for Personal Injury and Advertising. Once an entity has made known to Maruti its desire to advertise, Maruti shall notify the County. Maruti will then submit a proposed contract to the County from advertiser for review at which time the County shall choose whether to enter into the contract with the advertiser which shall be dependent upon the restrictions set forth under Section 6 herein. Section 6. Prohibited advertisements No advertising shall be installed on any County-owned vehicle, shelter, or bench that is: A. False, misleading or deceptive; B. Obscene, pornographic or sexually suggestive; Defamatory or scornful of a particular individual or group or persons; Inflammatory or supportive of lawlessness or violent action; S~ e Promoting illegal or destructive behavior; e Profane language, libelous, slanderous, salacious; Promotes unlawful goods, services, conduct; or T o Promoting violence to persons or animals At no time will Maruti proceed forward with an advertisement without first obtaining the County’s written approval in the form of a fully executed agreement with the advertiser. Section 7. Equal Opportunity for Advertising To ensure equal opportunity to advertising space on publicly owned vehicles, shelters, or benches no contract shall have a term in excess of one (1) year, nor shall any entity be allowed to purchase advertising on the same vehicle, shelter, or bench for more than two (2) consecutive years unless there are no other requests for advertising for the subject vehicle, shelter, or bench. Section 9. Prohibited Actions. No frames, brackets, shelves, or other means of affixing advertising shall be installed on any County-owned vehicle, shelter, or bench without the express written consent of Okaloosa County Okaloosa County/Maruti Vehicle Advertising Agreement Page 3 of 6, excluding Exhibits Fleet Management Department (for vehicles) or Growth Management Department (for shelters or benches). ' Section 10. Standards for Advertising. MARUTI shall ensure the following standards are met: A. All vehicle wrap materials will be 3M high performance vinyl with 3M UV over laminate or equivalent. B. All wraps shall be applied in a manner that allows for removal without damage to the vehicle paint, moldings, windows, or any other part. C. All products will be manufactured and installed according to manufacturer’s specifications. Section 11, Duration of the Agreement The term of this Agreement shall run concurrent with Contract C15-2323-GM. However, this Agreement may be terminated by the County without cause upon thirty (30) days written notice. Section 12. Indemnification Maruti agrees to indemnify, defend and hold harmless the County, its officers, directors, agents, and employees, from and against any and all claims, actions, damages, liabilities, and judgments, and losses, costs, fines, penalties, and expenses paid or payable to a third party (including, but not limited to, reasonable attorney’s fees, court costs and litigation expenses), with respect to any third party claim arising out of or related to this Agreement or actions taken in accordance with this agreement. The parties agree that nothing contained herein is intended to nor shall be construed as a waiver of the County’s rights and immunities under the law, including section 768.28, F.S. Section 13. Audit The County shall have the right from time to time at its sole expense to audit the compliance by the Contractor with the terms, conditions, obligations, limitations, restrictions and requirements of this Agreement and such right shall extend for a period of three (3) years after termination of this Agreement. Moreover, Maruti shall supply the County with a monthly report of payments received from advertisements. Section 14. Governing Law & Venue Okaloosa County/Maruti Vehicle Advertising Agreement Page 4 of 6, excluding Exhibits This Agreement shall be interpreted in accordance with the laws of the State of Florida without regard to its principles of conflicts of laws. Venue for any legal proceedings arising out of this Agreement shall be in Okaloosa County Florida. Section 15. Public Records Law IF MARUTI HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT OKALOOSA COUNTY RISK MANAGEMENT DEPARTMENT 5479 OLD BETHEL ROAD CRESTVIEW, FL 32536 PHONE: (850) 689-5977 riskinfo@co.okaloosa.fl.us Maruti must comply with the public records laws, Florida Statute chapter 119, specifically Maruti must: L. Keep and maintain public records required by the County to perform the service. 2. Upon request from the County’s custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in chapter 119 Florida Statutes or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. 4. Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the contractor or keep and maintain public records required by the County to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining the public records. All records stored electronically must be provided to the public agency, upon the request from the public agency’s custodian of public records, in a format that is compatible with the information technology systems of the public agency. Section 16. Third Party Beneficiaries [tis specifically agreed between the parties executing this