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HomeMy WebLinkAboutC06-272 CME Advertising Agreement ADVERTISING AGREEMENT between EAGLE COUNTY, COLORADO and COLORADO MOUNTAIN EXPRESS This agreement ("Agreement"), entered into this Lf- day of ~~12006, between County of Eagle, State of Colorado, by and through its Board 0 . County Commissioners ("County") and East West Resort TranspOliation, LLC, a Delaware limited liability company d/b/a Colorado Mountain Express ("CME"), WITNESSETH: Whereas, CME owns and operates vans ("Vans") transporting passengers to and from resorts in Colorado and airports in Colorado, including Denver International Airport and the V ail/Eagle County Regional AirpOli; and Whereas, CME Vans contain video screens for viewing by passengers and CME provides exposure for advertisers on such screens; and Whereas, County desires to purchase video advertising exposure on CME Vans, together with associated promotional opportunities provided by CME. Now, therefore, in consideration of the foregoing premises and following promises, the paliies agree as follows: 1. TERM AND RENEWAL. The term of this Agreement shall be one (1) year, commencing on December 1,2006 and ending on November 30,2007. This Agreement shall be renewable by County for an additional one year period, from December 1, 2007 through November 30, 2008, at the option of County, which option shall be exercised by County by written notice to CME mailed on or before July 1, 2007. 2. PRICE. The price for each year hereunder shall be Fifty Thousand Dollars ($50,000), payable Two Thousand Dollars ($2,000) on or before July 31, 2006, and additional payments of Twenty-four Thousand Dollars ($24,000) due on January 15, 2007 and February 15, 2007. If the County elects to exercise its option to extend this contract for an additional year, the price for such additional year shall be payable Two Thousand Dollars ($2,000) on or before July 31, 2007, and a9liitional payments of Twenty-four Thousand Dollars ($24,000) due on January 15, 2008 and February 15, 2008. Balances not paid on or before the due date shall be subject to a late charge equal to two percent (2%) per month. 3. ADVERTORIAL COMMERCIAL CONTENT. The County will provide a ninety (90) second advertorial commercial, prepared in accordance with specifications to be provided by CME, to CME by October 16, 2006, and by October 16, 2007 if the contract 1 is renewed by County. The content of such commercial shall be subject to review and approval by CME, which approval shall not be withheld unreasonably. 4. GUEST EMAIL SURVEYS. County will receive five (5) questions on CME's guest email surveys for the twelve month periods covered by the first and any second year under this Agreement. 5. CME HOMEPAGE. County will have its logo and a link on CME's website homepage during each year covered by this Agreement. 6. CME TRADESHOW. County will have the opportunity to partIcIpate 111 the Producer's tradeshow in December of each year covered by this Agreement. 7. ADDITIONAL TERMS. Attached to this Agreement as Appendix A is a one page preprinted document entitled Advertising Terms and Conditions, and such terms and conditions also shall apply to the relationship between the parties under this Agreement except to the extent that such terms and conditions conflict with the specific provisions of this Agreement, in which case such specific provisions shall govern. The terms Producer and Advertiser as used in Appendix A shall mean CME and County, respectively. 8. NOTICE. Any notice, demand or communication which either party may desire or be required to give other party shall be in writing and shall be deemed sufficient if delivered personally or sent by certified first class US mail, postage prepaid, addressed as follows: County: Justin Finestone Communications Director 500 Broadway Post Office Box 850 Eagle, CO 81631 Phone: (970) 328-8613 Fax: (970) 328-8629 J ustin.Finestone@eaglecounty.us CME: Brian Seidel Executive Vice President of Finance Colorado Mountain Express PO Box 580 Vail CO 81658 Phone: (970) 926-9800 Fax: (970) 926-9786 2 Either patiy may designate in a writing served as provided above a different address to which any notice, demand or communication is to be mailed. 8. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes any and all prior agreements, proposals, negotiations and representations pertaining to the obligations to be perfoll11ed hereunder. 9. SEVERABILITY. If any clause or provision of this Agreement shall be held to be invalid in whole or in part, then the remaining clauses and provisions, or portions thereof, shall nevertheless be and remain in full force and effect. 10. AMENDMENT. No amendment, alteration, modification of or addition to this Agreement shall be valid or binding unless in writing and signed by the parties to be bound thereby. I I. ATTORNEY FEES. If either party hereto shall bring any suit or action against the other arising out of this Agreement, the prevailing party shall have and recover against the other party its costs and reasonable attorney's fees. 12. GOVERNING LAW. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Colorado. Exclusive jurisdiction and venue for any legal proceedings related to this Agreement shall be in the District Comi of Eagle County, Colorado. 13. APPROPRIATIONS. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement nor shall any payment be made to CME for any period after December 31, 2006 without an appropriation by County in accordance with a budget adopted by the Board of County Commissioners in compliance with applicable law. If the County's obligations cease because the County has failed to make an appropriation for a fiscal period within the term of this Agreement, then CME's obligations also shall cease and the Agreement will be terminated. 3 IN WITNESS WHEREOF, the parties have executed this Agreement. Dated: 2006 EAGLE COUNTY: COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF CO COMMISSIONERS B Teak J. Simon on Clerk to the Board of County Com CME: EAST WEST RESORT TRANSPORTATION, LLC, a Delaware limited liability company d/b/a COLORADO MOUNTAIN EXPRESS By: del, Executive Vice President of Finance 4 2006-2007 ADVERTISING AGREEMENT COLORADO MOUNTAIN EXPRESS PO Box 580 . Vail. CO 8 I 658 970-926-9800 . 970-926-9786 fax . \Nww.cmedestlnations.com ADVERTiSIi'JG MATERIALS COi'-JTACT Eagle County ~Jame Contact Justin Finestone Company Communications Director Address Address P.O. Bx 850 City /5tate Eagle, Colorado 81631-0850 r~hone 970-328-8613 Fax 970-328-8629 Email justin.finestone@eaglecounty.us City /State /Zip Phone Fax Email Advertiser agrees to pay a total of $ 50,000.00 to Colorado Mountain Express for a 90 second advel-tonal commercial to I-un on the return trip from all resol-ts to Denver Intemational Airport and Vail/Eagle County P,egional Airport fmm November 2006 through October 2007. INFCiRi'1ATON (If different from above) ACCOUllt:, COlltact Addncss City / State / Zip TERMS $2,000 deposit due July 31, 2006. $24,000 payment due January IS, 2007 $24,000 payment due February 15, 2007 Phone ., ~ax Email i\dvel'tiSE'r to plovlde an acceptablE' 90 second advertonal commemal to Producer accol'dlng to specifications and by the date of October 16,2006, All rates ,u'e US dollill's and at'e net to adver1:1sers and agencies. A $2,000 deposit IS due July 3 I , 2006. Balance is due and payable by Febt'uary 15, 2007. Balalxes not paid by February 15, 2007 are subject to a iate chal'ge equal to 2% per month (24% per year) of the unpaid balance, Balances f(x which no paYlnel't made fOl' 60 days after due date shali be conSidered In defcJult and defc1ult Interest 'lid! be at the legal t'ate duthol'!zed by cippllcabic law per annum. Fb'sonal i do hereby certify that I am a duly authOrized agent for the advertiser named above and that i am dt',(j execute thiS contt'act on Its behalf i fLwther certify that I have I'ead the AdvertiSing Terms and Conditions, '-ate card and tint i understand, accept and Intend to bind advertiser to their terms and the tetms agreement. Adver-tiser 'Slgr'cttl.We'l Colol'ado Mountain Express Date, Date Credit Cal'c! :nfnl'matlon Account number Name as It appeal's on card ExplI'ation date wwwcmedestinations.com . 970-926-9800 . 800-525-6363 , ADVERTISING TERMS AND CONDITIONS COMMERCIAL ADVERTISING IrERr'1S ,A deposit of $2,000 is due by July 3 I , 2006, Payment of $24.000 is due by January 15. 2007. Balance of $2'+.000 IS due by Febl'uary 15, 2007. Advertisers may be I'equlred to complete a credit application or pay in full at the time of the contract. C,I\i~CEU"AnONS: All contracts are final and binding. Colorado Mountain Express and CME Destinations West I'eferred to herein as "Pmducel^") reserve the I'ight to I-eJect or cancel any commercial, or ol'del' or commitment at any time, for any reason, and without notice. IlJISCOUNTS: There al'e no agency discounts given, all rates are net. t PATES: l\1I negotiated contract rates al'e to I'emain confidential between Advertiser and Pmducef~ S. INVOICES: All inVOices are due and payable as per terms indicated. In the event an account becomes delinquent, interest will be chal'ged as set forth herein. 6. COLLECTION: Advertiser shall pay all expenses. including without limitation, all attorney's fees and coul't costs Incun'ed by Pmducer or its agents in connection with any efforts or proceedings to collect amounts due and payable by the Advertiser ,I RIC;HT TO PUBLISH: Commercials are accepted upon the representation that the Advertiser and its agency have the to air the contents thereof In consideration of such airing, advertiser and its agency agree to Indemnify alld hold Pl'Oducet~ and their parents, affiliates, officers. employees and agents harmless against any claims, expenses, losses against the advertiser or Producer arising out of, connected with, 01' resulting from the advel'tlsement. 8. PRODUCTION CONDITIONS: Production conditions are subject to change without notice. 9, CONTENTS: All contents of advertisements are subject to Producer's approval. 10. 1i'ITERRUPTION / LIMITATION OF DAMAGES: Producer is not liable for delays and/or inability to air the commetTlais In the event of an equipment malfunction, act of God, labor or material shortage, transportation of any kind, work slowdown, weather, catastrophe or any condition beyond the contml of Pmducer production 01- delivery In any mannel~ The Producer will not be liable for any special or consequential loss 01 occasioned by Producer's error, late production or failure of an advel^tisement to appear for any cause vvhatsoever I I. ADVERTISING MATERIALS: One 90 second adver-torial commel'Cial, to be aired at the Producer's sole discr-etloll. must be supplied by Advertiser to Producer by the published deadline without any fUl'ther r-equest 01' notice fmm the Pmducer In the event that the commercials are not received by the due date, the Producer may retain the depOSIt. RICHTS OF OWNERSHIP: The Advel'tiser grants the Producer non-exclusive license to air all supplied commemals provided by the A.dvertiser to the Producel~ P,ETUP,N OF MATERIALS: The Producel- will return, upon Advertiser's wntten request, submitted materials to Advertlsel' Advertiser's cost) providing full payment has been received by Producer on all outstanding balances. INAT I',J S ST 2006,2007 www.cmedestinations.com . 970-926-9800 . 800-525-6363