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Finance Committee - Agenda - 8/4/2021 - P8

By dnadmin on Mon, 11/07/2022 - 13:38
Document Date
Fri, 07/30/2021 - 09:42
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 08/04/2021 - 00:00
Page Number
8
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__080420…

The Executive Director and/or the designated Directors of the HSFN shall meet with the following
City staff at least two (2) times per year to review the monthly reports and contract deliverables:
Director of the Division of Public Health and Community Services, Health Officer, Animal
Control Officer, Chief of Police or designee, and Finance Manager for the Division of Public
Health and Community Services.

CITY INSPECTION OF PLACE OF PERFORMANCE AND CONTRACT MATERIALS

The Contractor’s Place of Performance shall be subject to inspection and compliance with the City
of Nashua’s Revised Ordinance 93-3, Keeping and Housing Animals. This shall include: the
location, construction, erection and sanitary condition of all structures used in the fulfillment of the
Scope of Services of this Agreement. In accordance with NRO 93-3, the Contractor shall submit any
plans to the Board of Health before any building used in the keeping and housing of animals under
this Agreement shall be constructed, altered, extended or moved.

The books, records, documents and accounting procedures and practices of the Contractor related
to this contract shall be subject to inspection, examination and audit by the City, including, but not
limited to, the contracting agency and Corporation Counsel.

The City will provide at least 48 hours notice of inspection.

SUBCONTRACTORS

The Contractor may, at his/her discretion and at his/her own expense, employ such subcontractors
as may be necessary for the performance of work. The Contractor agrees to pay any wages, taxes,
unemployment insurance, withholding taxes, and workers’ compensation insurance required by
law for subcontractors. Said subcontractors will not be paid or supervised by the City. The
Contractor shall provide the City with prior notice of the Contractor’s intent to employ
subcontractors to perform any services required by this Agreement. The City shall have the right
to reject any subcontractors for good cause. Prior approval by the City of a subcontractor is not
required in emergency situations.

INSURANCE

The Contractor agrees to provide his/her own workers’ compensation and liability insurance for
work performed, naming the City as additional insured. The contractor must maintain required
limits of coverage for the duration of the contract/project.

Prior to commencement with the project, the selected agency/individual will be required to provide
proof of insurance, ten (10) days prior to commencing work under the contract document and will
notify the City of any changes in coverage or change of carrier should they deviate from the
following:

- Comprehensive General Liability - $1,000,000 per occurrence/$2,000,000 aggregate -
City of Nashua must be named as an additional insured.

- Workers' Compensation by a Class A Carrier as required by statute/Employers' Liability
of $500,000/$500,000/$500,000.

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Finance Committee - Agenda - 8/4/2021 - P8

Finance Committee - Agenda - 8/4/2021 - P9

By dnadmin on Mon, 11/07/2022 - 13:38
Document Date
Fri, 07/30/2021 - 09:42
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 08/04/2021 - 00:00
Page Number
9
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__080420…

Contractor shall maintain for the duration of the contract all required insurance coverage.
Coverage must be written with an insurance carrier licensed to do business in the State of New
Hampshire. City of Nashua requires thirty (30) days written notice of cancellation or material
change in coverage.

Contractor is responsible for filing updated Certificates of Insurance with the City of Nashua Risk
Management Department during the life of the contract. A copy of the current Certificates of
Insurance must be submitted to the Director of the City of Nashua’s Division of Public Health and
Community Services within thirty (30) days of the signing of the Agreement.

Regardless of the coverage provided by any insurance, the Contractor agrees to indemnify and
shall defend and hold harmless the City, its agents, officials, employees and authorized
representatives and their employees from and against any and all suits, causes of action, legal or
administrative proceedings, arbitrations, claims, demands, damages, liabilities, interest, attorneys’
fees, costs and expenses of any kind or nature in any manner caused, occasioned, or contributed to
in whole or in part by reason of any negligent act, omission, or fault or willful misconduct, whether
active or passive, of the Contractor or of anyone acting under its direction or control or on its
behalf in connection with or incidental to the performance of this contract. The Contractor's
indemnity, defense and hold harmless obligations, or portions thereof, shall not apply to liability
caused by the sole negligence or willful misconduct of the party indemnified or held harmless.
The City agrees to indemnify, defend and hold harmless the Contractor, its agents, officials,
employees and authorized representatives and their employees from and against any and all suits,
causes of action, legal or administrative proceedings, arbitrations, claims, demands, damages,
liabilities, interest, attorney’s fees, costs and expenses of any kind or nature resulting or arising
from the City’s, its agents’ or representatives’ sole negligence or willful conduct.

COMPLIANCE WITH APPLICABLE LAWS

The Contractor, at all times, shall fully and completely comply with all applicable local, state and
federal laws, statutes, regulations, ordinances, orders, or requirements of any sort in carrying out
the obligations of this contract, including, but not limited to, all state and local laws and
requirements regarding the impoundment and quarantining of animals, federal, state, and local
accounting procedures and requirements, all immigration and naturalization laws, and the
Americans With Disabilities Act. The Contractor shall, throughout the period services are to be
performed under this contract, monitor for any changes to the applicable laws, statutes, regulations,
ordinances, orders, or requirements, shall promptly notify the City in writing of any changes to the
same relating to or affecting this contract, and shall submit detailed documentation of any effect
of the change in terms of both time and cost of performing the contract.

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT

This contract constitutes the entire contract between the City and the Contractor. The parties shall
not be bound by or be liable for any statement, representation, promise, inducement, or
understanding of any kind or nature not set forth in this contract. No changes, amendments, or
modifications of any terms or conditions of the contract shall be valid unless reduced to writing
and signed by both parties.

In the event that any current law, regulation, or ordinance, either local or state, is amended,
rescinded, newly enforced or enacted which affects this Agreement, the parties shall, in good faith,

5

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Finance Committee - Agenda - 8/4/2021 - P9

Finance Committee - Agenda - 8/4/2021 - P10

By dnadmin on Mon, 11/07/2022 - 13:38
Document Date
Fri, 07/30/2021 - 09:42
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 08/04/2021 - 00:00
Page Number
10
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__080420…

amend this Agreement in order to be in compliance with said Legislative changes. If said changes
cause an increase in fees or costs by either party, the parties in good faith shall amend this
Agreement to reflect the treatment of said fees or costs.

INDEPENDENT CONTRACTOR

The Contractor agrees that HSFN is completely independent from the City and is not an employee
of the City. The Contractor warrants that HSFN may work for other individuals and/or entities.

CHOICE OF LAW AND VENUE

This Agreement shall be governed exclusively by the laws of the State of New Hampshire and any
litigation regarding the interpretation or enforcement of this Agreement shall only be brought in a
court located in the State of New Hampshire.

\ th «) a \ eee

at

Douglas Berry, President and CEO James Donchess, Mayor
Humane Sotrety for Greater Nashua Corporation City of Nashua, NH

13 Joy 2
Date Date

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Finance Committee - Agenda - 8/4/2021 - P10

Board Of Aldermen - Minutes - 12/26/2017 - P8

By dnadmin on Sun, 11/06/2022 - 21:53
Document Date
Tue, 12/26/2017 - 00:00
Meeting Description
Board Of Aldermen
Document Type
Minutes
Meeting Date
Tue, 12/26/2017 - 00:00
Page Number
8
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/boa_m__122620…

Board of Aldermen — 12/26/17 Page 8
President McCarthy
| understand that we do have a quorum for that hearing and meeting.

ADJOURNMENT

MOTION BY ALDERMAN WILSHIRE THAT THE DECEMBER 26, 2017 MEETING OF THE BOARD OF
ALDERMEN BE ADJOURNED.

A Viva Voce Roll Call was taken, which resulted as follows:
Yea: Alderman Wilshire, Alderman Clemons, Alderman Tencza

Alderman Cookson, Alderman Dowd, Alderman Caron

Alderwoman Melizzi-Golja, Alderman LeBrun,

Alderman Moriarty, Alderman O’Brien, Alderman McCarthy 11
Nay: 0
MOTION CARRIED

The meeting was declared adjourned at 7:59 p.m.

Attest: Patricia Piecuch, City Clerk

Page Image
Board Of Aldermen - Minutes - 12/26/2017 - P8

Finance Committee - Agenda - 8/4/2021 - P11

By dnadmin on Mon, 11/07/2022 - 13:38
Document Date
Fri, 07/30/2021 - 09:42
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 08/04/2021 - 00:00
Page Number
11
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__080420…

City of Nashua

Purchasing Department
Administrative Services Division (603) 589-3330
229 Main Street - Nashua, NH 03060 Fax (603) 594-3233

July 28, 2021
Memo #22-150

TO: Mayor Donchess
Finance Committee

SUBJECT: Billboard Advertising in the amount not to exceed $40,295 funded from accounts
Grants/61250 Marketing & Promotion

Please see attached communications from Bobbie Bagley, Director of Division of Public Health &
Community Services, dated July 26, 2021 for project specific details related to this purchase. Below please
find a summary of the purchase approval request:

Item: Billooard Advertising

Value: Total not to exceed $40,295; $38,280.25 to come from grants and $2,014.75 to
come from the City’s general fund

Vendor: OutFront Media Advertising

Department: 171 Community Services
Source Fund: 61250 Marketing & Promotion

Ordinance: Pursuant to § 5-84 Special purchase procedures. A/ (7) Purchases under extensions
of contracts when no price increase exceeds 10% per year.

The Division of Public Health and Community Services: Community Services Department, and the
Purchasing Department respectfully request your approval of this contract.

Regards,
Kelly Parkinson

Purchasing Manager

Ce: B Bagley
J Graziano

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Finance Committee - Agenda - 8/4/2021 - P11

Finance Committee - Agenda - 8/4/2021 - P12

By dnadmin on Mon, 11/07/2022 - 13:38
Document Date
Fri, 07/30/2021 - 09:42
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 08/04/2021 - 00:00
Page Number
12
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__080420…

THE CITY OF NASHUA nae

Division of Public Health and Community Services
Community Services Department

July 26, 2021

To: John Griffin, CFO; Kelly Parkinson, Purchasing Manager
From: Bobbie D. Bagley, Director, DPHCS

Subject: OutFront Media Advertising Company

The Division of Public Health and Community Services (DPHCS) has an
essential service function of promoting health and preventing disease
through media campaign efforts. DPHCS will contract with OutFront to
create the vinyl productions and installation for bill board ad
displays in the Greater Nashua Area. These installations will be in
place for an advertising period of one year.

OutFront Media will work with the Health Promotion and Communications
Specialist at DPHCS on advertising media content. OutFront Media will
receive the copy (product) produced by the Health Promotion and
Communications Specialist and ensure product is displayed in locations
identified in the region. Funds to support the media campaign are
provided by the multiple grants received by DPHCS, including but limited
to COVID-19 Response funds, PHNS Grants marketing funds as well as
Community Health Grant and City of Nashua DPHCS marketing funds.

The total cost of this contacted service should not exceed $40,295.00.
The City portion of the expenditures will not exceed 5% of the total
cost.

229 Main Street * Nashua, New Hampshire 03060 « Phone (603) 589-3307 * Fax (603)
594-3434

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Finance Committee - Agenda - 8/4/2021 - P12

Finance Committee - Agenda - 8/4/2021 - P13

By dnadmin on Mon, 11/07/2022 - 13:38
Document Date
Fri, 07/30/2021 - 09:42
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 08/04/2021 - 00:00
Page Number
13
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__080420…

ADVERTISER AGREEMENT PAGE 1 OF 5

OUTFRONT/ CONTRACT NO. 3254125 DATE: 07/26/21
ADVERTISER: City of Nashua, Department of Public Hea CLIENT SUPPLIES PRODUCTION: No
OUTFRONT Media . .
40 Water Street BRAND: ACCOUNT EXECUTIVE: MaryAnne Carpenter (J86)
Lower Mezzanine CAMPAIGN:
Boston,MA 02109 . . . . . . woe .
781-792-2123 Copy must meet Production specifications and be received 10 working days prior to each advertising periad.
781-792-2736 THIS AGREEMENT AND THE COPY TO BE DISPLAYED HEREUNDER IS SUBJECT TO THE APPROVAL OF QUTFRONT MEDIA'S
MARKET GENERAL MANAGER AND THE OWNER OF THE LOCATION AS APPLICABLE
Advertiser Bill-To# 1130608 Subject to the terms of the Production Information Addendum Page and the OUTFRONT Media Terms and Conditions of Advertising Service each attached
City of Nashua, City Hall hereto and made a part hereof, "ADVERTISER/AGENCY" hereby contracts with OUTFRONT Media ("Company") for the display of advertising
229 Main Street Copy ("Copy") on the outdoor advertising display(s) described below, commencing approximately on the commencement date of the Advertising Period listed
Nashua, NH 03060 below. Advertiser/Agency shall provide the Copy m the form and type specified by Company.
603-589-3260 See Production Information Addendum page for shipping quaztities and addresses.
Attn: Bobbie Bagley
GRP/ Advertising No. of
Market Media/Location(s) Size IMP 18+ Units Period Periods | * Period Cost
New Hampshire Bulletins/Unit# 53283.A-0 10'x40' I 07/1 9/21-06/26/22 12.25 l4w $1,400.00
IN/S af Bridge Street and East Hollis Street FYE
INew Hampshire Bulletins/Unit# $3620A-O 10'x22' 1 07/05/21 -06/26/22 12.75 BW $1,200.00
B/S 3 (D.W. Hwy) 500.00 ft N/O Mcgraw Br. F/S
New Hampshire Bulletins/Unit# 8692AJ-0 6'x 12" I 07/05/2.1-06/26/22 12.75 Ww $400.00

M/S EOLA 2.00 mi W/O Jet 101 F/W

Special instructions: Net Space Total: $37,550.00
I vinyl production and 2 installations per board included with this contract. Net Non-Space Total: $2,745.00
Advertiser has first right of renewal 90 days prior to the expiration of this contract. Net Agreement Total: $40,295.00
PO# 24032

THIS AGREEMENT IS NON-CANCELABLE BY ADVERTISER/AGENCY EXCEPT AS SET FORTH IN THE TERMS AND CONDITIONS ATTACHED HERETO WITH RESPECT TO TRANSIT DISPLAYS ONLY. THIS AGREEMENT
CONSISTS OF THES PAGE, THE PRODUCTION INFORMATION ADDENDUM PAGE, THE ADVERTISING NON-SPACE AGREEMENT (IF APPLICABLE) AND THE OUTFRONT MEDIA TERMS AND CONDITIONS OF ADVERTISING
SERVICE INCORPORATED HEREIN ALL OF WHICH ADVERTISER/AGENCY HEREBY ACKNOWLEDGES RECEIVING AND APPROVING, ANY MISSING PAGES OF THIS AGREEMENT MAY BE OBTAINED OR REQUESTED
THROUGH ANY OUTFRONT MEDIA OFFICE OR REPRESENTATIVE If LOST OR NOT RECEIVED BY ADVERTISER/AGENCY. FACSIMILE SIGNATURES SHALL HAVE THE SAME FORCE AND EFFECT AS ORIGINAL
SIGNATURES. THIS AGREEMENT MAY BE EXECUTED IN SEVERAL COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE ONE AND THE SAME COPY. AGENCY AND/OR THE SIGNATORY BERETOREPRESENTS

AND WARRANTS THAT THEY ARE AUTHORIZED TO EXECUTE THE SAME ON BEHALF OF AND BIND THE ADVERTISER AND THAT THE ADVERTISER APPROVES SAME.

ACCEPTEB,AND-AGREED TO By - OUTFRONT MEDIA ADVERTISER/AGENCY
44 Co) , fe AUTHORIZED SIGNATURE - TITLE
py “in a, M/ (COO - DATE 7 har Joi PLEASE PRINT DATE
i [ NAME - TITLE

* Period Codes: M=Monthly, W=Weekly; 4W=4 Weeks; D=Daily; OT=One Time TF=Till Forbid

Page Image
Finance Committee - Agenda - 8/4/2021 - P13

Finance Committee - Agenda - 8/4/2021 - P14

By dnadmin on Mon, 11/07/2022 - 13:38
Document Date
Fri, 07/30/2021 - 09:42
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 08/04/2021 - 00:00
Page Number
14
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__080420…

ADVERTISER AGREEMENT

PAGE 2 OF 5

OUTFRONT Media
40 Water Street

Lower Mezzanine
Boston,MA 02109
781-792-2123
781-792-2736

OUTFRONT/

CONTRACT NO.: 3254125 DATE: 07/27/21

ADVERTISER: City of Nashua, Department of Public Hea CLIENT SUPPLIES PRODUCTION: No
BRAND: ACCOUNT EXECUTIVE: MaryAnne Carpenter (J86)
CAMPAIGN:

Copy must meet Production specifications and be received 10 working days prior to each advertising period.

THIS AGREEMENT AND THE 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# 1130608

City of Nashua, City Hall
229 Main Street

Nashua, NH 03060
603-589-3260

Attn: Bobbie Bagley

Subject to the terms of the Production Information Addendum Page and the OUTFRONT Media Terms and Conditions of Advertising Service each attached
hereto and made a part hereof, "ADVERTISER/AGENCY" hereby contracts with OUTFRONT Media ("Company") for the display of advertising

Copy (“Copy”) on the outdoor advertising display(s) described below, commencing approximately on the commencement date of the Advertising Period listed
below. Advertiser/Agency shall provide the Copy in the form and type specified by Company.

See Production Information Addendum page for shipping quantities and addresses.

Period Cost .
Total No. of T=Tox Value Period
Market/Media Specifications #Uniis Copy Size Sq. Ft. Date(s) Periods | * B=Barter Value Total
New Hampshire 2 production per baard (2x 10x40, 2x 10x22, 2x 6x12) /6 07/05/21 1.00 iD $1,380.00 $1,380.00
Production Costs
New Hampshire 1 install per board. 1 07/05/21 1,00 D $3,365.00 $1,365.00
Installation Casts
Ref, Space Contracti# Total Net Amount: $2,745.00
Customer Refit Total Shipping Cost: $0.00
jpecial Instructions: .
1 vinyl production and 2 installations per board included with this contract. Total Sales Tax: $0.00
Advertiser has first right of renewal 90 days prior to the expiration of this contract. Net Non-Space Total: $2,743.00

PO# 24032

THIS AGREEMENT IS NON-CANCELABLE BY ADVERTISER/AGENCY EXCEPT AS SET FORTH IN THE TERMS AND CONDITIONS ATTACHED HERETO WITH RESPECT TO TRANSIT DISPLAYS ONLY. THIS AGREEMENT

CONSISTS OF THIS PAGE, THE FRODUCTION INFORMATION ADDENDUM PAGE, THE ADVERTISING NON-SPACE AGREEMENT (IF APPLICABLE) AND THE OUTFRONT MEDIA TERMS AND CONDITIONS OF ADVERTISING

SERVICE INCORPORATED HEREIN ALL OF WHICH ADVERTISER/AGENCY HEREBY ACKNOWLEDGES RECEIVING AND APPROVING. ANY MISSING PAGES OF THIS AGREEMENT MAY BE OBTAINED OR REQUESTED
THROUGH ANY OUTFRONT MEDIA OFFICE OR REPRESENTATIVE IF LOST OR NOT RECEIVED BY ADVERTISER/AGENCY. FACSIMILE SIGNATURES SHALL HAVE THE SAME FORCE AND EFFECT AS ORIGINAL
SIGNATURES. THIS AGREEMENT MAY BE EXECUTED IN SEVERAL COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE ONE AND THE SAME COPY. AGENCY AND/OR THE SIGNATORY HERETOREPRESENTS
AND WARRANTS THAT THEY ARE AUTHORIZED TO EXECUTE THE SAME ON BEHALF OF AND BIND THE ADVERTISER AND THAT THE ADVERTISER APPROVES SAME,

* Period Codes: M=Monthly; W=Weekly; 4W=4 Weeks, D=Daily; OT=One Time TF=Till Forbid

Page Image
Finance Committee - Agenda - 8/4/2021 - P14

Finance Committee - Agenda - 8/4/2021 - P15

By dnadmin on Mon, 11/07/2022 - 13:38
Document Date
Fri, 07/30/2021 - 09:42
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 08/04/2021 - 00:00
Page Number
15
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__080420…

ADVERTISER AGREEMENT - PRODUCTION INFORMATION ADDENDUM

PAGE 3 OF 5

City of Nashua, City Hall
229 Main Street

Nashua, NH 03060
603-589-3260

Attn: Bobbie Bagley

OUTFRONT/

Advertiser Bill-To# 1130608

CONTRACT NO.: 3254125

ADVERTISER:
BRAND:
CAMPAIGN:

City of Nashua, Department of Public Hea

DATE:

ACCOUNT EXECUTIVE: MaryAnne Carpenter (J86)

Copy must meet Production specifications and be received 10 working days prior to each advertising period.

THIS AGREEMENT AND THE 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

(603) 624.2079
Attn Outdoor Operations

Ext.
Copy Due |Shipping Fab
Market __ Media/Location(s} Size Date _ [Quantity Shipping Address Service AE Per Sq Ft
INew Hampshire Bulletins/Unit# 53283A-0 10'x40' 07/02/21 fl OUTFRONT Media
IN/S of Bridge Street and East Hollis Street F/E 1370 Hooksett Rd
Hooksett, NH 01306
(603) 624-2079
Attn Outdoor Operations
New Elampshire Bulletins/Unit# 536204-0 10°x22' 06/21/21 {1 OUTFRONT Media
E/S 3 0D.W. Hwy) 500.00 ft N/O Mograw Br. F/S 1370 Hooksett Rd
Hooksett, NH 01306
(603) 624-2079
Attn Outdoor Operations
New Hampshire Bulletins/Unit# 8692AJ-0 6x12! 06/21/21 1 OUTFRONT Media
IN/S 101A 2.00 mi W/O Jct 101 F/W 1370 Hooksett Rd
Hooksett, NH 01306

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Finance Committee - Agenda - 8/4/2021 - P15

Finance Committee - Agenda - 8/4/2021 - P16

By dnadmin on Mon, 11/07/2022 - 13:38
Document Date
Fri, 07/30/2021 - 09:42
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 08/04/2021 - 00:00
Page Number
16
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__080420…

OUTFRONT MEDIA TERMS AND CONDITIONS OF ADVERTISING SERVICE Page 4 of 5

1. Scope of the Contract. As used in these terms and conditions, “Company” means OUTFRONT Media and "Advertiser" means, jointly
and severally, the advertiser named on the facing page to which this terms and conditions are attached, together with the advertising
agency or other agent(s) or Jicensee(s) of the advertiser, if any (" Agency”). The "Contract" consists of these terms and conditions,

the facing page, the Production 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
https://www.outfrontmedia.com/resources/posting-standards (the "Inventory Specifications"), which are incorporated by reference herein.
Agency represents that it has the authority to act and is acting as agent for the advertiser named on the facing page.

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
posting instractions, If Copy is not timely 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 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. If Copy is not received in a timely manner, Company may use the inventory in any manner prior
to posting the late received Copy without limiting Advertiser's liability to pay for such inventory.

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 location(s) 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 adverse publicity results 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, 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 consent may be granted or denied in Company's sole discretion), except as required under
applicable Jaw, 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.

§. 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 fails 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 reposting 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 (f) Company is unable to secure any specified location or loses the right to use any
location, or (ii) Company posts fewer locations than specified, or (iii) 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 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 ia this Contract), Company
shall, at its sole option, either (A) extend the Advertising Period 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 Jaw or equity being expressly waived by Advertiser.

8. Ilumination of Static Displays. Where illuminated static displays are provided, i}umination 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-iliumination 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.
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. All rates and
adjustments are computed on the basis of 30 days to the month, unless a different period is specified on the facing page of this Contract.
Invoices shall be due 30 days

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Finance Committee - Agenda - 8/4/2021 - P16

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