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HomeMy WebLinkAboutPW13-128 - Original - NCM - Contract - 4/26/13 IAa Records Mapagernent% KEN T WASHiNGTON Document CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: NCM Vendor Number: JD Edwards Number Contract Number: ('01,3 - rae� This is assigned by City Clerk's Office Project Name: Stormwater Pollution Prevention Public Service Announcements Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: Contract Effective Date: 4/26/13 Termination Date: 3 months Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: Todd Hunsdorfer Department: Engineering Detail: (i.e. address, location, parcel number, tax id, etc.): The attached__a�reement is for_the purchase of public service announcments related to ^ stormwater pollution prevention to air at the Kent AMC Theatre for 3 months of run time. 5•Public\RecordsManagement\Forms\ContractCover\adcc7832 1 11/08 �¢ ax In-Theatre Advertising Proposal Prepared for City of Kent Public Works Created for Todd Hunsdorfer NCM - The Industry Leading Cinema Network MEDIA NETWORKS April 2, 2013 Created by Tamiko Cadiente Email Tamiko Cadiente(Oicinxom Phone- +1 (206)429-2854 Fax- (206) 653-7285 City of Kent Public Works - Digital Cinema Advertising :30 Ad (3 Months) 4/2/2013 Theatre/Zip Codes List DMA# DMA T Code Thealre2�p Code of Screens Cvemt Address Cq Btate Z� 12 Seanle-Tacoma AMC0606 Rent Station 14 wrth IbfAX 14 AMC 4267WMS0.Y WAY KENT WA 98032 rn NCM Piopocat for C]g of lent Public W oaks Proprietary Confidential Page 2 1 279986 2 M EDIA NETWORKS 1 C_854 4 1 i Regional Insertion Order Agreement 4=13 011 D Eat Nichol Avanua Suite 200 a CaMamal,Colorado 80112 a 800 928 2828 TMalvetloer listed belowCAdvwlwr')derka W place do order sal froth below('OrdeO with National CuuMedte,LLC(*NCM')for the rolmad esW68toe of asivedimill tea Awlk below(Adl+mnne<)mM eha 1 karu let fait,in dua Regional Advernstaglntemon Order andAgreemeM CAaamiant'),Including this Order and the Regional Adwnos nBTmadlon Order Agreement Terme and Coad,bans attached hereto(Ibe'Terme tend Condmons")MCA end Advemser two u follower Advemser Tarora"Eom BaBmgIeroreenaton AcmnMDinctor Tamlko Cadlenle City of Kent Public Works Cdy of Kant Ribhc Work, Plan.+I(206)429-2854 220Fourth Aveooa South 220 Fourth Av<nw South Fax(206)653.7285 Kent,WA 98032 Kati,WA 98032 Tam&o Cadfa w@naneow Phan.(213)956.5643 Phone(253)856-5643 Order@ 2799962 Fax Fax Aopoml Type New Cuntwat t Todd Hamdoder Todd HmWorfer Original Ptopcse!d NIA thowdorfea®K.tWAgov shunsdoderaKe t)VAgov 1 S tart Dale End Date Type orAdverdsing Darer.. Welghl Jobd TM"IreC.J. Thtso-r Name Salo dot Sere,, NWhs Nel Reta Nel Medls 4119M13 7/192017 On Sereen Ragimul Segmem I M30 W30 Bast Avallawe 276116 AbICO606 Kent Serum 14 with LMAX WA 14 13 4I807 S3199 OD 4/192013 7118/2013 On Scran Rep.[Sag men120030 M30 Hal A,.dble 276116 AblCO606 Kent Suit on 14 th TMAX WA 14 13 $I 00 $19200 1 4/19ft013 7/IB/2013 LEN Regional LEN 0030" 0010 Besl Avutubk 275116 MfC0606 Kent Station 14 wnh IMAX WA 14 13 $50) S6500 411912013 7/182013 LFN Region,I LEN 0030' 003tl Bal Avedebla 276116 AbIC0606 Kent Satan 14 w,d,IMAX WA 14 13 5500 $65W 1 36 Paymentlleethod. Ceramists&SpaaW Lulracllore TotatMcdia S1,611,01 X„Check _X_Pay m pull Media ServEca $250 _Cmdu Card _Momhly C...we 6eMees SO �Purclum Cider _NET30 Other Seryka to FulfWment/Slmfrmg pea S0 PO Number Total Due 37,850 Promotional gems as nonsomalseonabla Specsl oRecte,custamzed placement rash chaise,,sad clause,se,era extra.All duplication,natrve servaa, , and network tmplementabon face at at advwtaees expense FulEllnernt cost,at aumekd and final costs nay vary •Lobby En lematnmma Network ` BY SIGNING BELOW,ADVEATISFR AGREES TO BE LEOAT LY BOUND BY THE rFKMS OF THIS AGREEMENT(IFILLUDING THE TERMS AND CONDITIONS)AS OF THE DATE OF SIGNATURE BY NCM BELOW AND HEREBY AUTHORIZES AND DIRECTS NCM TO PROCEED UNDER THE TERMS OF THIS AGREEMENT WITH THE ADVERTISING AND OTHER SERVICES SET FORTH ON THIS OKDER AND,UNI ESS OTHERWISE AGREED BY TILE PA RTTE$.ANY 01 HER ORDER PLACED BY ADVERTISER FOR REGIONAL ADVERTISING INSERTIONS ACCEPTED BY NCM AdvadaaNarealf Z"VYv+' - D. T ` )3 Nabwuicuwv-du Lt.0 I Data 4/y Crl Vr rOy.5Y3Q�sjf `YptyV.r�s15Yy/ ,�-,,,/,�){—on•" �p�y �p�sk NCM Proposal for City of k and Public Works Noprietrey&Confidenual Page 31 279956 2 MEDIA NE T W O R K s Regional Insertion Order Agreement 4=012 9110 East Nichols Avenue,Suite 200•Centennial,Colorado 80112-800 828 2828 Job Number(s) 276116 Contract Number 2799962 A B C D E F Logged Scheduled Creative Approved Credit Approved Posted Audit NCbI Proposal for City of Dent Public Works Proprietary&Confidential Page 4 1279986 2 M 6 b 1 A N 6 T W 0 K K 5 Regional Insertion Order Agreement Terms and Conditions 1 NCM Services Subject to the terms of this Agreement,NCM will arrange for the Advertising to be exhibited as specified in each Order entered into under this Agreement Notwithstanding the foregoing the exhibition of the Advertising and performance by NCM of its obligations under this Agreement will be excused to the extent that(and may be delayed if)Advertiser fads to perform its obligations under this Agreement in a timely manner or otherwise fads to comply with the terms of this Agreement ANY UNEXCUSED FAILURE BY NCM TO PERFORM ANY OBLIGATION TINDER THIS AGREEMENT WILL AFFECT ONLY THE OBLIGATION WITH RESPECT TO WHICH THE FAILURE OCCURRED AND WILL IN NO WAY AFFECT ANY O FHER OBLIG.AI IONS OF NCM UNDER THIS AGREEMENT ADVERTISER S SOLE.AND EXCLUSIVE REMEDY FOR ANY SUCH UNEXCUSED FAILURE BY NCM WILL BE LIMITED TO NCM'S REPERFORMANCE SOLELY OF THOSE OBLIGATIONS W H 11 RESPECT TO WHICH THE FAILURE OCCURRED WITHIN A REASONABLE TIME PERIOD FOLLOWING NOTICE OF THE FAILURE FROM ADVERTISER AND WILL NOT AFFECT ANY OTHER OBLIGATIONS OF NCM UNDER THIS AGREEMENT 2 In-Theatre Ads erasing All In-Theatre Advertising or other content will be subject to any audience or advertising restrictions or limitations imposed on NCM by motion picture studios producers,distributors,exhibitors or other third parties In addition,in its sole and absolute discretion,NCM may elect to not exhibit or present any In-Theatre Advertising or other content before any motion picture or movie rating Any screen count or theatre locations for In-Theatre Advertising set forth on an Order are approximate and the actual screen count and theatre locations will be mutually agreed upon by the parties or selected by NCM in its reasonable discretion 3 Internet and Online Advertising The American Association of Advertising Agencies(AAAA)Anteractive Advertising Bureau(TAB)Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less Version 3 0(the"Terms") a copy of which is available upon request from NCM are incorporated into this.Agreement for all Internet and online Advertising purchased under this Agreement "Colorado' and"Denver County,Colorado"are inserted into the respective placeholders in Section XIV(d)of the Terms If there is no Agency for this Insertion Order,"Advertiser'replaces"Agency"in all instances in the Terms and Section Ill(c)of the Terms is deleted The terms of this Agreement will control over any contradictory terms set forth in the Terms in the event of a conflict between this Aereement and the Terms 4 Fees and Payment Advertiser will pay all fees as specified on each Order under the terms set forth on that Order and in these Terms and Conditions If Advertiser fads to pay NCM any undisputed amount when due,Advertiser will be obligated to pay interest on the unpaid amount from the date such unpaid amount was due until it is paid at the rate of 12%per annum 5.Advertiser Obligations In addition to the other obligations of Advertiser set forth in this Agreement Advertiser will,at its expense,and at its risk of loss,provide NCM with the Advertising material as required by NCM at least 7 to 20 business days(dependent upon Advertising vehicle selected)in advance of the date scheduled by NCM for transfer of the materials for use or production as Advertising 6 Content 6.1 Advertiser Content All advertising,information,data,text,photographs,video,images,audio,call to action,and other content("Content")provided by Advertiser for use in the Advertising("Advertiser Content"),as well as the Advertising itself,is subject to prior approval by NCM All Advertiser Content must be in compliance with the Media Specifications,Creative Deadlines and Advertising Guidelines at http Uadspecs ncm com Advertiser Content shall not include the exhibition or display of any trademark,service mark,logo it other branding of a third party without the prior written approval of NCM NCM may reject any Advertiser Content or Advertising for any reason,provided that NCM has no obligation to review anv Advertiser Content or Advertising for compliance with this Agreement or any applicable law,rule or regulation Advertiser will remain solely responsible for any liability arising from the Advertiser Content or Advertising including but not limited to any laws relating to obscenity,defamation,trade libel,the right of publiuty or likeness,the right of or to privacy,any laws relating to intellectual property, and am laws relating to advertising If any Advertiser Content or Advertising is rejected by NCM,Advertiser will promptly replace the Advertiser Content or Advertising with Advertiser Content or Advertising acceptable to NCM so as not to delay the schedule for the display of the Advertising Advertiser will maintain back- up copies of all Advertiser Content and Advertising and NCM will not be liable for loss or damage to any Advertiser Content or Advertising Advertiser agrees to and hereby does grant to NCM all rights,authorizations consents,licenses,and clearances(collectively,"Licenses")necessary or appropriate for the exhibition of the Advertising and the performance by NCM of its other obligations under this Agreement,including without limitation,all Licenses necessary for the public performance of musical compositions Advertiser also grants NCM a limited License to use and display portions of the Advertising solely in connection with the promotion of NCM's business 6 2 NCM Content All Content,including,without limitation,any derivatives,modifications or new versions of any Advertiser Content prepared or delivered by NCM under this Agreement("NCM Content"),and all intellectual property rights therein and applicable thereto,are and will remain the sole and exclusive property of NCM Advertiser agrees that NCM will retain sole and exclusive title to all NCM Content and agrees to and hereby makes all assignments necessary to provide NCM such sole and exclusive title Advertiser receives no rights or licenses in or to any NCM Content(or in or to any NCM trademarks)under this Agreement and NCM expressly reserves all such rights 7.Promotional Materials.All materials distributed or to be distributed by or on behalf of Advertiser as part of or in connection with the Advertising,including, without limitation,toys food,objects or other materials("Promotional Materials')will be delivered to locations(at the sole expense of Advertiser and with Advertiser bearing all risk of loss)in accordance with the procedures,specifications and deadlines established by NCM Certain Promotional Materials,including, without limitation,lobby displays,are subject to NCM and theatre/affiliate approval,and their final placement is determined by theatre management At its discretion, NCM may delay the distribution of Promotional Materials Certain Promotional Material,as determined by NCM,will contain the following statement "THIS PROMOTION IS NOT ENDORSED BY NCM,THIS THEATRE OPERATOR OR ANY OF THEIR AFFILIATES BY FILING OUT THIS FORM YOU WILL OR CAN BE SOLICITED" 8 Representations and Warranties Advertiser represents and warrants to NCM that (1)Advertiser has the legal right to enter into this Agreement and to perform its obligations under the Agreement,(2)Advertiser has all rights necessary to enable NCM to exercise the rights granted under this Agreement,(3)the exhibition and other use of the Advertiser Content and Advertising the distribution and other use of the Promotional Materials and the other activities of Advertiser and obligations of NCM under this Agreement will not violate,applicable local,state and federal laws,rules,and regulations including,without limitation,laws and regulations governing privaev and emaiPspam,or any self-regulatory rules or guidelines that are applicable to,or to which the Advertiser,the agency or the Advertiser Content, Advertising or Promotional Materials may be subject,or any duty toward or rights of any third party,(4)all information and data provided to NCM in connection with this Agreement is correct and current,(5)Advertiser will not collect any personally identifiable information(including without limitation,any e-mail addresses,full names,trading addresses and phone number of theatre patrons),or transfer any such information to any third party,without the prior written approval of NCM (6)the Advertiser Content and Advertising do not contain any v iruses,Trojan horses,worms time bombs,or any other similar software,data,or programs that may damage, detrimentally interfere with,surreptitiously intercept,or expropriate any system,data,information,or property of another,(7)the Advertiser Content,Advertising and Promotional Materials are not in whole or in part,pornographic,obscene,abusive,threatening,indecent,vulgar,defamatory,harassing do not otherwise constitute trade libel,a violation of the right of publicity or an invasion of privacy,do not v iolate any other laws relating to advertising and are not otherwise objectionable or unlawful,(8)the Advertiser Content Advertising,and Promotional Materials are not false or misleading (9)the Advertiser Content Advertising and Promotional Materials do not infringe,violate or misappropriate any third party copyright,trademark,right of or to privacy,publicity or likeness,or other T--T; M901A NETWORKS NCM Proposal for City of Kent Public Works Proprietary&Confidential Page 51279986 2 Regional Insertion Order Agreement Terms and Conditions proprietary right,and(10)the Advertiser Content,Advertising and Promotional Materials will be free from defects,materials or workmanship If Advertiser executes this contract as an agency or media buyer for a client such Advertiser and its client shall be jointly and severally responsible for all payments hereunder Advertiser covenants that if Advertiser at any time fads to have all rights necessary to enable NCM to perform its obligations and exercise its rights under this Agreement Advertiser will obtain all such rights,and will be solely responsible for any Labdim of either party arising out of any claim,allegation still or proceeding alleging that either party does not have such rights 9 Disclaimer and Limitation of Liability.NCM PROVIDES ALL NCM CONTENT AND ALL SERVICES PERFORMED BY NCM UNDER THIS AGREEMENT "AS-IS"AND"AS-AVAILABLE"NCM MAKES NO REPRESENTATIONS OR WARRANTIES,WHETHER EXPRESS,IMPLIED OR STATUTORY, REGARDING THE NCM CONTENT OR SUCH SERVICES,AND ADVERTISER HAS NOT RELIED ON ANY REPRESENTATIONS OR WARRANTIES OF NCM REGARDING THE NCM CONTENT OR SUCH SERVICES NCM EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE NCM CONTENT AND SUCH SERVICES,INCLUDING,WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY FITNESS FOR A PAR ICULAR PURPOSE,TITLE,OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS NCM'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT,WHETHER IN CONTRACT TORI OR OTHERWISE WILL NOT EXCEED THE AMOUN I OF FEES ACT LALLY PAID TO NCM UNDER THIS AGRLLMLN I DURING THE 3 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY IN NO EVENT WILL NCM BE LIABLE FOR ANY CONSEQUENTIAL,INDIRECT EXEMPLARY,PUNITIVE, SPECIAL,OR INCIDENTAL DAMAGES INCLUDING WITHOUT LIMITATION ANY DAMAGFS RFLA LING TO LOST DATA,LOST REVENUE OR PROFI FS,OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES,ARISING FROM OR RELATING TO THIS AGREEMENT,IIOWEVER CAUSFD AND UNDER ANY T HEORY OF LIABILITY(INCLUDING NEGLIGENCE) FVFN IF NCM HAS BEEN ADVISED OF THE POSSIBII FLY OF SUCH DAMAGES 10 Indemnification Advertiser is responsible for and wall indemnify defend,and hold harmless NCM and its subsidiaries and affiliates,and their owners,officers, directors employees and agents,from and against any and all direct and indirect losses,damages liabilities costs and expenses(including reasonable attorneys fees) resulting from or arising out of any (1)actual or alleged breach by Advertiser of a provision of this Agreement,(2)negligence or willful misconduct on the part of Advertiser,(3)exhibition distribution,display,performance reproduction or other use by NCM of the Advertising,Advertiser Content or Promotional Materials,or (4)damage to property or injury to or death of anv person directly or indirectly caused by any use or misuse of anv Advertiser Content or Advertising including without limitation,and promotional materials or other packaging or materials used in connection therewith NCM will provide Advertiser with notice of any such claim or allegation and NCM has the right to participate in the defense of any such claim at its expense 11 Termination and Remedies NCM may terminate this Agreement immediately upon any breach by Advertiser of this Agreement(m addition to any other available remedy)or upon not less than 30 days notice to Advertiser for any other reason Upon termination for breach by Advertiser,all fees paid for Advertising which has not been exhibited will be forfeited by Advertiser Upon any termination NCM is not required to preserve or maintain any Advertiser Content or Advertising If Advertiser desires NCM to provide Advertiser with a copy of any Advertiser Content or Advertising,Advertiser must notify NCM in wvtmg within 60 days of the last exhibition of the Advertising(such copy to be provided at Advertiser's sole expense) 12. Cancellation Advertiser may not modify or cancel this Agreement except by written consent of NCM 13 Insurance ALE eraser will obtain a general liability insurance policy(or policies)covering such advertising,with no unusual exclusions,and with policy limits of not less than$l 000 000 per occurrence and$3,000,000 in the aggregate Advertiser will also obtain an advertising errors and omissions policy with similar coverage NCM and its affiliates will be named as additional insured's on such policy(or policies),and the pohev (or policies)will provide that it(or they)will not be subjectto modification or cancellation without at least thirty(30)days'prior written notice to NCM Upon request,Advertiser will furnish NCM with a certificate of insurance evidencing the foregoing coverage before the advertising is exhibited 14 Additional Terms Advertiser may not assign or otherwise transfer this Agreement or any of Advertiser's rights hereunder without the prior permission of NCM Any attempt to do so in violation of the foregoing sentence will be null and void This Agreement will be binding on the partie,and upon their heirs,personal representatives,executors,administrators successors and assigns The parties agree for themselves and their heirs,personal representatives,executors,administrators, successors or assigns to execute any instruments and to perform any acts that may be necessary or proper to carry out the purposes of this Agreement This Agreement will be governed by the laws of the State of Colorado excluding its conflict of laws principles T he parties hereby irrevocably consent to the exclusive jurisdiction and venue in the state and federal courts sritmg in Denver,Colorado for any dispute concerning the interpretation or effect of this Agreement In all such disputes arising under this Agreement,the parties expressly waive all constitutional and statutory rights to trial by jury In any action to enforce the terms of this Agreement,the prevailing party will be entitled to recover all of its costs relating thereto,including,w rthout limitation,reasonable attorneys'fees,court costs and any other costs of collection The relationship between the parties under this Agreement is one of independent contractors The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach If any prov ision of this Agreement is deemed unenforceable,such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under apphcable law and the remaining provisions will continue in fill force and effect Any failure or delay in performance by NCM will be excused(and will not constitute a breach of this Agreement)to the extent due to any cause not reasonably within NCM s control,including,without limitation,third part} acts,omissions or failures casualty,labor disputes governmental action or acts of God This Agreement sets forth the entire understanding of the parties and supersedes any and all prior oral and written agreements or understandings between the parties regarding the subject matter of this Agreement rn MEDIA N ETWORKS NCM Proposal for Cit) of Kent Public Works Proprietary &Confidential Page 6 1279986 2 � . A A Creative Production Order Form Job #: 276116 Page 1 Estimated Start Date: 4/19/2013 Advertiser Information Billing Information Account Director:Tamiko Cadiente City of Kent Public Works City of Kent Public Works Phone +1 (206)429-2854 220 Fourth Avenue South 220 Fourth Avenue South Fax (206)653-7285 Kent,WA 98032 Kent, WA 98032 Tamiko Cadiente@ncm eom Phone (253)856-5643 Phone (253)856-5643 Fax Fax Todd Hunsdorfer Todd Hunsdorfer thunsdorfer@KentWA gov tunsdorfer@KentWA gov Creative Description: 30 Ad Product: On Screen Regional Segment 1 00.30,On Screen Regional Segment 2 00.30,LEN Regional LEN 00.30,LEN Regional LEN 00 30 Notes/Special Instructions: Related Job Numbers: Media Services: Description Fee Media Fee Ad Provided by Client $250 00 Sub Total: $250.00 Creative Services: Description Fee Sub Total: $0.00 Grand Total: $250.00 When sending your media/creative materials to us,please include this Creative Production Order Form with your materials Send materials to: National CmeMedia Attention Sales Operations 9110 East Nichols Avenue Suite 200 Centennial,Colorado 80112 Please submit all creative materials promptly.If your creative is not received within NCM's standard production turnaround time,the on-screen start date for your ad will be delayed Thank you! Theatres/ AMC0606 Kent Station 14 with IMAX KENT,WA Zip Codes AMC0606 Kent Station 14 with IMAX KENT,WA For This AMC0606 Kent Station 14 with IMAX KENT,WA Job: AMC0606 Kent Station 14 with IMAX KENT,WA — - ---- -- - ■ is �. M EDI h N € T W O R K S NCM Proposal for City of Kent Public Works Proprietary&Confidential Page 11279986 2