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Home My WebLink About20251563.tiffResolution Approve Service Agreement for Digital and Broadcast Media Services for "Weld Talk They Hear You" Marketing Campaign — Townsquare Media, Inc., dba Ignite Townsquare Media Fort Collins Whereas, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and Whereas, the Board has been presented with a Service Agreement for Digital and Broadcast Media Services for the "Weld Talk They Hear You" Marketing Campaign between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Public Health and Environment, and Townsquare Media, Inc., dba Ignite Townsquare Media Fort Collins, commencing upon full execution of signatures, and ending September 30, 2025, with further terms and conditions being as stated in said agreement, and Whereas, after review, the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. Now, therefore, be it resolved by the Board of County Commissioners of Weld County, Colorado, that the Service Agreement for Digital and Broadcast Media Services for the "Weld Talk They Hear You" Marketing Campaign between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Public Health and Environment, and Townsquare Media, Inc., dba Ignite Townsquare Media Fort Collins, be, and hereby is, approved. Be it further resolved by the Board that the Chair be, and hereby is, authorized to sign said agreement. The Board of County Commissioners of Weld County, Colorado, approved the above and foregoing Resolution, on motion duly made and seconded, by the following vote on the 9th day of June, A.D., 2025: Perry L. Buck, Chair: Aye Scott K. James, Pro-Tem: Aye Jason S. Maxey: Aye Lynette Peppler: Aye Kevin D. Ross: Aye Approved as to Form: Bruce Barker, County Attorney Attest: Esther E. Gesick, Clerk to the Board cc :1- LO./80 06/'9/25 2025-1563 H L0058 Cb►ihaC+ gq-95 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Townsquare Substance Abuse Campaign DEPARTMENT: Public Health & Environment PERSON REQUESTING: Jason Chessher DATE: 5/19/2025 Brief description of the problem/issue: Weld County Department of Public Health & Environment seeks authorization to enter into an agreement with Townsquare Media to produce a substance abuse digital marketing campaign. This campaign will run May - September 2025 and will target parents and caregivers of youth 12-18. The primary message aims to equip parents/caregivers with skills to talk about tobacco, alcohol and other drugs with their youth. What options exist for the Board? Approve or deny this agreement with Townsquare Media Consequences: If approved, Townsquare will use the Substance Abuse and Mental Health Services Administration "Talk They Hear You" campaign materials to promote across multiple digital platforms. With an anticipated 107k impressions, this campaign will be seen by parents/caregivers of youth ages 12-18 and meets grant related deliverables. Impacts: The Weld County Tobacco and Substance Abuse Programs have fewer opportunities to engage with youth over the summer months. This campaign will continue prevention efforts from end of school year, through the summer, to the beginning of fall semester. Parents/caregivers will gain skills and confidence in talking with the youth in their lives about drugs and form better connections. Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years): This will cost is estimated at $39,300 and will be paid for with A35 tobacco grant funding. This is a one-time campaign. No County funding is required. Recommendation: I recommend placing this item on a future BOCC agenda for formal consideration. Support Recommendation Schedule Place on BOCC Agenda Work Session Other/Comments: Perry L. Buck Scott K. James Jason S. Maxey Lynette Peppier Kevin D. Ross lo/9 k1t" Punic IC4f rt-tof 2025-1563 3,--1L-005� r, SERVICE AGREEMENT BETWEEN WELD COUNTY AND TOWNSQUARE MEDIA THIS AGREEMENT is made and entered into this CM day of June, 2025, by and between the Board of Weld County Commissioners, on behalf of Weld County Department of Public Health and Environment, hereinafter referred to as "County," and Townsquare Media, hereinafter referred to as "Contractor". WHEREAS, County requires an independent contractor to perform the services required by County and set forth in the attached Exhibits; and WHEREAS, Contractor is willing and has the specific ability to perform the required services at or below the cost set forth in the attached Exhibits; and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the equipment, materials and services as set forth below. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. Introduction. The terms of this Agreement are contained in the terms recited in this document and in the attached Exhibits, each of which forms an integral part of this Agreement and are incorporated herein. The parties each acknowledge and agree that this Agreement, including the attached Exhibits, define the performance obligations of Contractor and Contractor's willingness and ability to meet those requirements (the "Work"). If a conflict occurs between this Agreement and any Exhibit or other attached document, the terms of this Agreement shall control, and the remaining order of precedence shall be based upon order of attachment. Exhibit A consists of County's Invitation for Bid (IFB) as set forth in Bid Package No. 82500081. Exhibit B consists of Contractor's Response to County's Request. 2. Service or Work. Contractor agrees to procure the materials, equipment and/or products necessary for the Work and agrees to diligently provide all services, labor, personnel, and materials necessary to perform and complete the Work described in the attached Exhibits. Contractor shall further be responsible for the timely completion and acknowledges that a failure to comply with the standards and requirements of Work within the time limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement. 3. Term. The term of this Agreement begins upon the date of the mutual execution of this Agreement and ends one year later. Both of the parties to this Agreement understand and agree that the laws of the State of Colorado prohibit County from Form Revision 5-2025 entering into Agreements which bind County for periods longer than one year. This Agreement may be extended upon mutual written agreement of the Parties. 4. Termination; Breach; Cure. County may terminate this Agreement for its own convenience upon thirty (30) days written notice to Contractor. Due to the time needed for County to procure replacement services, Contractor may terminate this Agreement for its own convenience upon ninety (90) days written notice to County. Either Party may immediately terminate this Agreement upon material breach of the other party, however the breaching party shall have fifteen (15) days after receiving such notice to cure such breach. Upon termination, County shall take possession of all materials, equipment, tools and facilities owned by County which Contractor is using, by whatever method it deems expedient; and Contractor shall deliver to County all completed or partially completed Work under this Agreement, together with all other items, materials and documents which have been paid for by County, and these items, materials and documents shall be the property of County. Upon termination of this Agreement by County, Contractor shall have no claim of any kind whatsoever against the County by reason of such termination or by reason of any act incidental thereto, except for compensation for work satisfactorily performed and/or materials described herein properly delivered. 5. Extension or Amendment. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services. 6. Compensation. Upon Contractor's successful completion of the Work, and County's acceptance of the same, County agrees to pay Contractor an amount not to exceed $39,300 as set forth in the Exhibits. No payment in excess of that set forth in the Exhibits will be made by County unless a Change Order authorizing such additional payment has been specifically approved by Weld County. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper because the service for which payment was made did not perform as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith retum such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. Unless expressly enumerated in the attached Exhibits, Contractor shall not be entitled to be paid for any other expenses (e.g. mileage). Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefore by County in 2 accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 7. Independent Contractor. Contractor agrees that it is an independent contractor and that Contractor's officers, agents or employees will not become employees or agents of County, nor entitled to any employee benefits (including unemployment insurance or workers' compensation benefits) from County as a result of the execution of this Agreement. Contractor shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. Any provisions in this Contract that may appear to give the County the right to direct Contractor as to details of doing work or to exercise a measure of control over the work mean that Contractor shall follow the direction of the County as to end results of the work only. The Contractor is obligated to pay all federal and state income tax on any moneys earned or paid pursuant to this contract. 8. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the completion of the Work without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the Work during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Work. Contractor shall require each subcontractor, as approved by County and to the extent of the Work to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees, and subcontractors. 9. Warranty. Contractor warrants that the Work performed under this Agreement will be performed in a manner consistent with the standards governing such services and the provisions of this Agreement. Contractor further represents and warrants that all Work shall be performed by qualified personnel in a professional manner, consistent with industry standards, and that all services will conform to applicable specifications. 10. Acceptance of Services Not a Waiver. Upon completion of the Work, Contractor shall submit to County originals of all test results, reports, etc., generated during completion of this work. Acceptance by County of reports and incidental material(s) furnished under this Agreement shall not in any way relieve Contractor of responsibility for the quality and accuracy of the project. In no event shall any action 3 by County hereunder constitute or be construed to be a waiver by County of any breach of this Agreement or default which may then exist on the part of Contractor, and County's action or inaction when any such breach or default exists shall not impair or prejudice any right or remedy available to County with respect to such breach or default. No assent expressed or implied, to any breach of any one or more covenants, provisions or conditions of the Agreement shall be deemed or taken to be a waiver of any other breach. Acceptance by the County of, or payment for, the Work completed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 11. Insurance. Contractor must secure, before the commencement of the Work, the following insurance covering all operations, goods, and services provided pursuant to this Agreement, and shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, and during any warranty period. For all coverages, Contractor's insurer shall waive subrogation rights against County. Contractor shall provide coverage with limits of liability no less than those stated below. An excess liability policy or umbrella liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a "following form" basis. Acceptability of Insurers: Insurance is to be placed with insurers duly licensed or authorized to do business in the state of Colorado and with an "A.M. Best" rating of not less than A -VII. The County in no way warrants that the above -required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency. Required Types of Insurance. Workers' Compensation and Employer's Liability Insurance as required by state statute, covering all of the Contractor's employees acting within the course and scope of their employment. The policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contractor or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contractor or subcontractor executes the appropriate sole proprietor waiver form. Minimum Limits: Coverage A (Workers' Compensation) Statutory Coverage B (Employers Liability) $ 100,000 $ 100,000 $ 500,000 Commercial General Liability Insurance including public liability and property damage, covering all operations required by the Work. The policy shall be endorsed to include the following additional insured language: "County, its elected officials, affiliated entities, employees, agents, and volunteers shall be named as additional 4 insureds with respect to liability arising out of the activities performed by, or on behalf of the Contractor." Such policy shall include Minimum Limits as follows: Each Occurrence $ 1,000,000 General Aggregate $ 2,000,000 Products/Completed Operations Aggregate $ 2,000,000 Personal/Advertising Injury $ 1,000,000 Automobile Liability Insurance for Bodily Injury and Property Damage for any owned, hired, and non -owned vehicles operating both on County property and elsewhere in the performance of this Contract. The policy shall be endorsed to include the following additional insured language: "County, its elected officials, affiliated entities, employees, agents, and volunteers shall be named as additional insureds with respect to liability arising out of the activities performed by, or on behalf of the Contractor." Contractor's Automobile Insurance Policy shall include Minimum Limits as follows: Bodily Injury/Property Damage (Each Accident) $ 1,000,000 12. Proof of Insurance. All insurers must be licensed or approved to do business within the State of Colorado, and unless otherwise specified, all policies must be written on a per occurrence basis. The Contractor shall provide the County with a Certificate of Insurance evidencing all required coverages, before commencing work or entering the County premises. The Contractor shall furnish the County with certificates of insurance (ACCORD) form or equivalent approved by the County as required by this Contract. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The Contractor shall name on the certificate" Weld County, its elected officials, affiliated entities, employees, agents, and volunteers as Additional Insureds" for the Commercial General Liability coverage and for the Automobile Liability coverage for work that is being performed by or on behalf of the Contractor. On insurance policies where the County is named as an additional insured, the County shall be an additional insured to the full limits of liability purchased by the Contractor even if those limits of liability are in excess of those required by this Contract. Upon request by the County, Contractor must provide a certified copy of the actual insurance policy and/or required endorsements, for examination, effecting coverage(s) required by the Contract. Such documents are deemed confidential and deemed not public records for purposes of the Colorado Open Records Act. All 5 certificates and endorsements are to be received and approved by the County before work commences. Each insurance policy required by this Agreement must be in effect at or prior to commencement of work under this Agreement and remain in effect for the duration of the project, and for a longer period of time if required by other provisions in this Agreement. Failure to maintain the insurance policies as required by this Agreement or to provide evidence of renewal is a material breach of contract. All certificates and any required endorsement(s) shall be sent directly to the County Department Representative's Name and Address. The project/contract number and project description shall be noted on the certificate of insurance. The County reserves the right to require complete, certified copies of all insurance policies for examination required by this Agreement at any time. Any modification or variation from the insurance requirements in this Agreement shall be made by the County Attorney's Office, whose decision shall be final. Such action will not require a formal contract amendment but may be made by administrative action. 13. Additional Insurance Related Requirements: The County requires that all policies of insurance be written on a primary basis, non-contributory with any other insurance coverages and/or self-insurance carried by the County. The Contractor shall advise the County in the event any general aggregate or other aggregate limits are reduced below the required per occurrence limit. At their own expense, the Contractor will reinstate the aggregate limits to comply with the minimum requirements and shall furnish the County with a new certificate of insurance showing such coverage is in force. Commercial General Liability Completed Operations coverage must be kept in effect for up to three (3) years after completion of the project. Contractors Professional Liability (Errors and Omissions) policy must be kept in effect for up to three (3) years after completion of the project. Certificates of insurance shall state that on the policies that the County is required to be named as an Additional Insured, the insurance carrier shall provide a minimum of 30 days advance written notice to the County for cancellation, non -renewal, suspension, voided, or material changes to policies required under this Agreement, except when cancellation is for non-payment of premium, then ten (10) days prior notice may be given. On all other policies, it is the Contractor's responsibility to give the County 30 days' notice if policies are reduced in coverage or limits, cancelled or non -renewed. However, in those situations where the insurance carrier refuses to provide notice to County, the Contractor shall notify County of any cancellation, or reduction in 6 coverage or limits of any insurance within seven (7) days or receipt of insurer's notification to that effect. The Contractor agrees that the insurance requirements specified in this Agreement do not reduce the liability Contractor has assumed in the indemnification/hold harmless section of this Agreement. Failure of the Contractor to fully comply with these requirements during the term of this Agreement may be considered a material breach of contract and may be cause for immediate termination of the Agreement at the option of the County. The County reserves the right to negotiate additional specific insurance requirements at the time of the contract award. 14. Subcontractor Insurance. Contractor hereby warrants that all subcontractors providing services under this Agreement have or will have the above -described insurance prior to their commencement of the Work, or otherwise that they are covered by the Contractor's policies to the minimum limits as required herein. Contractor agrees to provide proof of insurance for all such subcontractors upon request by the County. 15. No limitation of Liability. The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Contractor. The County in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the Work under by the Contractor, its agents, representatives, employees, or subcontractors. The Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contractor is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. The Contractor shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement. 16. Mutual Cooperation. The County and Contractor shall cooperate with each other in the collection of any insurance proceeds which may be payable in the event of any loss, including the execution and delivery of any proof of loss or other actions required to effect recovery. 17. Indemnity. The Contractor shall defend, indemnify, hold harmless and, not excluding the County's right to participate, defend the County, its officers, officials, agents, and employees, from and against all liabilities, claims, actions, damages, losses, and expenses including without limitation reasonable attorneys' fees and costs (hereinafter referred to collectively as "claims") for bodily injury or personal injury including death, or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or 7 subcontractors. This indemnity includes any claim or amount arising out of or recovered under the Workers' Compensation law or arising out of the failure of such contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific intention of the parties that County shall, in all instances, except for claims arising solely from the negligent or willful acts or omissions of the County, be indemnified by Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable. In consideration for the award of this contract, the Contractor agrees to waive all rights of subrogation against the County, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the County. 18. Non -Assignment. Contractor may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contractor to assign or transfer its rights hereunder without such prior approval by County shall, at the option of County, automatically terminate this Agreement and all rights of Contractor hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 19. Examination of Records. To the extent required by law, the Contractor agrees that a duly authorized representative of County, including the County Auditor, shall have access to and the right to examine and audit any books, documents, papers, and records of Contractor, involving all matters and/or transactions related to this Agreement. Contractor agrees to maintain these documents for three years from the date of the last payment received. 20. Interruptions. Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes, or Governmental actions. 21. Notices. All notices or other communications made by one party to the other concerning the terms and conditions of this contract shall be deemed delivered under the following circumstances: a) personal service by a reputable courier service requiring signature for receipt; or b) five (5) days following delivery to the United States Postal Service, postage prepaid addressed to a party at the address set forth in this contract; or c) electronic transmission via email at the address set forth below, where a receipt or acknowledgment is required and received by the sending party; or Either party may change its notice address(es) by written notice to the other. Notice may be sent to: TO CONTRACTOR: 8 Name: Stephanie Mighell Position: Senior Account Executive Address: 600 Main Street Windsor, Co 80550 E-mail: steph.mighell@townsquaremedia.com Phone: 970-302-6124 TO COUNTY: Name: Cathy Hoover Position: Public Education Manager Address: 1555 North 17th Avenue, Greeley, CO 80631 E-mail: choover@weld.gov Phone: 970-400-2371 22. Compliance with Law. Contractor shall strictly comply with all applicable federal and State laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. 23. Non -Exclusive Agreement. This Agreement is nonexclusive, and County may engage or use other Contractors or persons to perform services of the same or similar nature. 24. Entire Agreement/Modifications. This Agreement including the Exhibits attached hereto and incorporated herein, contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiations, representations, and understandings or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 25. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. Execution of this Agreement by County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. 26. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507. The signatories to this Agreement state that to their knowledge, no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. 27. Survival of Termination. The obligations of the parties under this Agreement that by their nature would continue beyond expiration or termination of this Agreement (including, without limitation, the warranties, indemnification obligations, 9 confidentiality and record keeping requirements) shall survive any such expiration or termination. 28. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. 29. Non -Waiver. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of the monetary limitations or any of the other immunities, rights, benefits, protections, or other provisions, of the Colorado Governmental Immunity Act §§ 24-10-101 et seq., as applicable now or hereafter amended. 30. No Third -Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 31. Board of County Commissioners of Weld County Approval. This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado, or its designee. 32. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute between the parties, Contractor agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 33. No Employment of Unauthorized Aliens - Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an unauthorized alien who will perform work under this Agreement (see 8 U.S.C.A. §1324a and (h)(3)) nor enter into a contract with a subcontractor that employs or contracts with an unauthorized alien to perform work under this Agreement. Upon request, contractor shall deliver to the County a written notarized affirmation that it has examined the legal work status of an employee and shall comply with all other requirements of federal or state law. Contractor agrees to comply with any reasonable request from the Colorado Department of Labor and Employment in the course of any investigation. 10 If Contractor fails to comply with any requirement of this provision, County may terminate this Agreement for breach, and if so terminated, Contractor shall be liable for actual and consequential damages. 34. Attorney's Fees/Legal Costs. In the event of a dispute between County and Contractor concerning this Agreement, the parties agree that each party shall be responsible for the payment of attorney fees and/or legal costs incurred by or on its own behalf. 35. Binding Arbitration Prohibited. Weld County does not agree to binding arbitration by any extra judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by reference shall be null and void. Acknowledgment. County and Contractor acknowledge that each has read this Agreement, understands it and agrees to be bound by its terms. Both parties further agree that this Agreement, with the attached Exhibits, is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. CONTRACTOR: By: U Name: Stephanie Mighell Title: Senior Account Executive WELD COUNTY: Date of Signature: 6/3/25 ATTEST: W4rApti W acif,s,1 BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY, COLORADO Weld County lerk to the Board BY: aVe6/01 Deputy Clerk to the Board it JUN 0 9 2025 za2,5- ISco3 EXHIBIT A Weld County Finance Department Purchasing Division 1301 North 17th Avenue Greeley, Colorado 80631 General Services - Invitation for Bid (IFB) Cover Sheet Bid Number: B2500081 Title: Digital & Broadcast Media Services (Weld Talk They Hear You Campaign) Advertisement Date: May 23, 2025 Questions Due: May 28, 2025, by 5:00 pm Questions Posted: May 29, 2025, by 1:00 pm Questions email: bids(@weld.gov Bid Due Date: June 2, 2025, by 10:00 AM Purchasing's Clock Bid Delivery: Preferred email to bids@weld.gov or option to hand delivery to 1301 North 17th Avenue, Greeley, CO 80631 For additional information: bids@weld.gov Documents Included in this Bid Package IFB Schedules S chedule A: Bid Instructions S chedule B: Scope of Work S chedule C: Project Schedule S chedule D: Bid Form S chedule E: Insurance Schedule F: Weld County Contract Form Revision 12-2024 Table of Contents General Services - Invitation for Bid (IFB) Cover Sheet 1 Documents Included in this Bid Package 1 IFB Schedules 1 Table of Contents 2 Schedule A - Bid Instructions 3 Purpose/Background 3 Bid Advertisement 3 Bid Submission 3 Introductory Information 3 Cooperative Purchasing 4 Schedule B - Scope of Work 5 Project Overview 5 Method of Procurement 5 Pricing Method 5 Specific Requirements and Responsibilities 5 Schedule C - Procurement Schedule 6 Schedule D - Bid Response Form 7 Bid Submittal Instructions 7 Fees 7 Attestation 7 Schedule E — Insurance 9 Insurance 9 Insurance Mailing Information 11 Schedule F - Weld County Contract 12 Contractual Obligations 12 Weld County Standard Contract 12 Solicitation #B2500081 Page 2 Schedule A - Bid Instructions Purpose/Background The Board of County Commissioners of Weld County, Colorado, by and through its Purchasing Office (collectively referred to herein as, "Weld County"), wishes to purchase the following: Digital and Broadcast Media Services (Weld Talk They Hear You Campaign) Bids will be received until: June 2, 2025, by 10:00 AM (Weld County Purchasing Time Clock). The submitted bids will be read over a Microsoft Teams Conference Call on June 2, 2025, by 10:30 AM. To join, call the phone number and enter the Conference ID provided below or you are invited to attend the bid opening in person at the Weld County Purchasing Conference Room, 1301 N. 17th Avenue, Greeley, CO 80631. Microsoft By Phone Teams Meeting Join the meeting now +1 720-439-5261„964987695# Passcode: ID: 246 154 FJ6d7aK9 130 437 0 United conference States, ID: Denver 964 987 695# Phone Bid Advertisement You can find information concerning this request on the BidNet Direct website at https://www.bidnetdirect.com/ Weld County Government is a member of BidNet Direct. BidNet Direct is an on-line notification system which is being utilized by multiple non-profit and governmental entities. Participating entities post their bids, quotes, proposals, addendums, and awards on this one centralized system. Bid Submission 1. PREFERRED: email bids to bidsAweld.gov If your bid exceeds 25MB please upload your bid to https://www.bidnetdirect.com. The maximum file size to upload to BidNet Direct is 500 MB. If vendor does not desire email submission, sealed bids will be received at the Office of the Weld County Purchasing in the Weld County Building located at 1301 North 17th Avenue, Greeley, CO 80631 by the bid due date and time. 2. PDF format is required. Emailed bids must include the following statement on the email: "I hereby waive my right to a sealed bid". An email confirmation will be sent when your bid has been received. Please call Purchasing at 970-400-4222 or 4223 with any questions. Introductory Information 1. Bids shall be typewritten or written in ink on forms prepared by the Weld County Purchasing Division. Each bid must give the full business address of bidder and be signed by authorized person. Bids by partnerships must furnish the full names of all partners and must be signed with the partnership name by one of the members of the partnership or by an authorized representative, followed by the signature and title of the person signing. Bids by corporations must be signed with the legal name of the corporation, followed by the name of the state of the incorporation and by the signature and title of the president, secretary, or other person authorized to bind it in the matter. The name of each person signing shall also be typed or Solicitation #B2500081 Page 3 printed below the signature. A bid by a person who affixes to his signature the word "president," "secretary," "agent," or other title without disclosing his principal, may be held to be the bid of the individual signing. When requested by the Weld County Procurement Manager satisfactory evidence of the authority of the officer signing on behalf of a corporation shall be furnished. A power of attorney must accompany the signature of anyone not otherwise authorized to bind the Bidder. All corrections or erasures shall be initialed by the person signing the bid. All bidders shall agree to comply with all of the conditions, requirements, specifications, and/or instructions of this bid as stated or implied herein. All designations and prices shall be fully and clearly set forth. All blank spaces in the bid forms shall be suitably filled in. Bidders are required to use the Proposal Forms which are included in this package and on the basis indicated in the Bid Forms. The Bid Proposal must be filled out completely, in detail, and signed by the Bidder. 2. Late or unsigned bids shall not be accepted or considered. It is the responsibility of the bidder to ensure that the bid arrives in the Weld County Purchasing Division on or prior to the time indicated in Section 1, entitled, "Notice to Bidders." Hard copy bids received prior to the time of opening will be kept unopened in a secure place. No responsibility will attach to the Weld County Procurement Manager for the premature opening of a bid not properly addressed and identified. Bids may be withdrawn upon written request to and approval of the Weld County Procurement Manager; said request being received from the withdrawing bidder prior to the time fixed for award. Negligence on the part of a bidder in preparing the bid confers no right for the withdrawal of the bid after it has been awarded. Bidders are expected to examine the conditions, specifications, and all instructions contained herein, failure to do so will be at the bidders' risk. 3. In accordance with Section 14-9(3) of the Weld County Home Rule Charter, Weld County will give preference to resident Weld County bidders in all cases where said bids are competitive in price and quality. It is also understood that Weld County will give preference to suppliers from the State of Colorado, in accordance with C.R.S. § 30-11-110 (when it is accepting bids for the purchase of any books, stationery, records, printing, lithographing or other supplies for any officer of Weld County). Weld County reserves the right to reject any and all bids, to waive any informality in the bids, to award the bid to multiple vendors, and to accept the bid that, in the opinion of the Board of County Commissioners, is to the best interests of Weld County. The bid(s) may be awarded to more than one vendor. 4. In submitting the bid, the bidder agrees that the signed bid submitted, all of the documents of the Invitation for Bid contained herein (including, but not limited to the product specifications and scope of services), the formal acceptance of the bid by Weld County, and signature of the Chair of the Board of County Commissioners, together constitutes a contract, with the contract date being the date of signature by the Chair of the Board of County Commissioners. Cooperative Purchasing Weld County encourages cooperative purchasing in an effort to assist other agencies to reduce their cost of bidding and to make better use of taxpayer dollars through volume purchasing. Vendor(s) may, at their discretion, agree to extend the prices and/or terms of the resulting award to other state or local government agencies, school districts, or political subdivisions in the event they would have a need for the same product/service. Usage by any entity shall not have a negative impact on Weld County in the current term or in any future terms. Solicitation #B2500081 Page 4 Schedule B - Scope of Work P roject Overview Weld County is seeking bids for a turn -key lump sum project for a vendor to provide digital and broadcast media services. Method of Procurement Invitation for Bid (IFB): is a procurement method often referred to as a sealed bid solicitation. When issued, the bid package is considered complete for bidding purposes. Responsiveness to the solicitation's terms and conditions are required. Incomplete or non -responsive bids will be eliminated from consideration. Low price is the key consideration by Weld County in awarding an IFB contract. P ricing Method Lump Sum Price: The lump sum price is the simplest and easiest price. Based on specifications, the contractor estimates their cost to provide the work, adds a profit margin, then proposes the sum as a price of the project. Lump Sum requires the proposals to include a fixed, not -to -exceed lump sum, which shall include all costs that may be paid to the contractor. The solicitation may include an itemized list of costs, in which case the proposals shall include itemized costs. S pecific Requirements and Responsibilities U tilizing a pre-existing campaign materials/assets, Weld County's Health Education, Communication, and Planning Division is requesting bids for specific media services including: 1. Audience targeted streaming marketing within a 50 -mile radius of Weld County to engage with parents/caregivers of 12 to18 year olds, Hispanic/Latino families, LGBTQIA youth, and Weld residents eligible for Medicaid. 2. Sponsored Social Mentions via radio within Weld County 3. Radio broadcast and/or streaming of30 spots, with 100K+ impressions 4. Advanced audience targeting via banner ads to include parents/caregivers of 12 to18 year olds, Hispanic/Latino families, LGBTQIA youth, and Weld residents eligible for Medicaid. 5. Project is expected to run from four months from contract execution date. Solicitation #B2500081 Page 5 Schedule C - Procurement Schedule Below is the anticipated schedule for procurement of this solicitation: Advertisement Date Technical Questions Due Technical Questions email Questions Answered via Addendum Proposals Are Due Solicitation Notice of Award (Anticipated) Contract Execution (Anticipated) May 23, 2025 May 28, 2025, by 5:00 pm bidsweld.gov May 29, 2025, by 1:00 pm June 2, 2025, by 10:00 AM Purchasing's Clock June 14, 2025 June 21, 2025 Solicitation #B2500081 Page 6 Schedule D - Bid Response Form EXHIBIT B Bid Submittal Instructions The following items must be completed and submitted with your bid on or before the bid opening deadline of 10:00 am on June 2, 2025. 1) Schedule D - Bid Response Form 2) Any potential or future Addenda must be completed/acknowledged. 3) All other items as requested in the Bid Specifications and/or Scope of Work. Failure to include any of the above items upon submittal of your bid may result in your bid being incomplete, non -responsive, and your bid being rejected. If there are any exclusions or contingencies submitted with your bid it may be disqualified. Fees Provide fees for this project below: Item Price for 4 -month period Audience Targeted Streaming TV (4 months) $10,000 Sponsored Social Mentions via Radio (4 months) $4,000 Advanced Audience Targeted Banner Ads (4 months) $20,000 Radio and streaming ads (4 months) $5,300 Total Lump Sum Cost $39,300 Attestation The undersigned, by his or her signature, hereby acknowledges and represents that: 1. The bid proposed herein meets all the conditions, specifications and special provisions set forth in the Invitation for Bid for Request No. #B2500081 2. The quotations set forth herein are exclusive of any federal excise taxes and all other state and local taxes. 3. He or she is authorized to bind the below -named bidder for the amount shown on the accompanying bid sheets. 4. Acknowledgement that bidder is required to submit a current IRS Form W9 upon award and prior to contracting. 5. Acknowledgement of Schedule E — Insurance 6. Acknowledgment of Schedule F — Weld County Contract 7. By submitting a responsive bid or proposal, the supplier agrees to be bound by all terms and conditions of the solicitation as established by Weld County. 8. Weld County reserves the right to reject any and all bids, to waive any informality in the bids, and to accept the bid that, in the opinion of the Board of County Commissioners, is to the best interests of Weld County. The bid(s) may be awarded to more than one vendor. Item Entry Company Name: Townsquare Media Solicitation #B2500081 Page 7 Address: 600 Main Street Windsor, Co 80550 Phone 970-302-6124 Steph.mighell@townsquaremedia.com Email: 31-1492857 FEIN/Federal Tax ID #: CONTRACTOR: %________-...----------- By:_ 05/27/25 Date of Signature Name: _Stephanie Mighell Title: Senior Sales Executive Solicitation #B2500081 Page 8 Schedule E — Insurance Insurance Required Types of Insurance. Workers' Compensation and Employer's Liability Insurance as required by state statute, covering all of the Contractor's employees acting within the course and scope of their employment. The policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contractor or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contractor or subcontractor executes the appropriate sole proprietor waiver form. Minimum Limits: Coverage A (Workers' Compensation) Coverage B (Employers Liability) $ $ Statutory 100,000 100,000 500,000 Commercial General Liability Insurance including public liability and property damage, covering all operations required by the Work. The policy shall be endorsed to include the following additional insured language: "County, its elected officials, trustees, employees, agents, and volunteers shall be named as additional insureds with respect to liability arising out of the activities performed by, or on behalf of the Contractor." Such policy shall include Minimum Limits as follows: Each Occurrence General Aggregate Products/Completed Operations Aggregate Personal/Advertising Injury $ $ 1,000,000 2,000,000 2,000,000 1,000,000 Automobile Liability Insurance for Bodily Injury and Property Damage for any owned, hired, and non -owned vehicles operating both on County property and elsewhere in the performance of this Contract. Contractor's Automobile Insurance Policy shall include Minimum Limits as follows: Bodily Injury/Property Damage (Each Accident) $ 1,000,000 12. Proof of Insurance. All insurers must be licensed or approved to do business within the State of Colorado, and unless otherwise specified, all policies must be written on a per occurrence basis. The Contractor shall provide the County with a Certificate of Insurance evidencing all required coverages, before commencing work or entering the County premises. The Contractor shall furnish the County with certificates of insurance (ACCORD) form or equivalent approved by the County as required by this Contract. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The Contractor shall name the County, its elected officials, trustees, employees, Solicitation #B2500081 Page 9 agents, and volunteers as "Additional Insureds" for work that is being performed by the Contractor On insurance policies where the County is named as an additional insured, the County shall be an additional insured to the full limits of liability purchased by the Contractor even if those limits of liability are in excess of those required by this Contract Upon request by the County, Contractor must provide a certified copy of the actual insurance policy and/or required endorsements, for examination, effecting coverage(s) required by the Contract Such documents are deemed confidential and deemed not public records for purposes of the Colorado Open Records Act All certificates and endorsements are to be received and approved by the County before work commences Each insurance policy required by this Agreement must be in effect at or pnor to commencement of work under this Agreement and remain in effect for the duration of the project, and for a longer period of time if required by other provisions in this Agreement Failure to maintain the insurance policies as required by this Agreement or to provide evidence of renewal is a material breach of contract All certificates and any required endorsement(s) shall be, sent directly to the County Department Representative's Name and Address The project/contract number and project description shall, be noted on the certificate of insurance The County reserves the right to require complete, certified copies of all insurance policies for examination required by this Agreement at any time Any modification or vanation from the insurance requirements in this Agreement shall be made by the County Attorney's Office, whose decision shall be final Such action will not require a formal contract amendment but may be made by administrative action 13 Additional Insurance Related Requirements The County requires that all policies of insurance be written on a pnmary basis, non-contributory with any other insurance coverages and/or self-insurance carned by the County The Contractor shall advise the County in the event any general aggregate or other aggregate limits are reduced below the required per occurrence limit At their own expense, the Contractor will reinstate the aggregate limits to comply with the minimum requirements and shall furnish the County with a new certificate of insurance showing such coverage is in force Commercial General Liability Completed Operations coverage must be kept in effect for up to three (3) years after completion of the project Contractors Professional Liability (Errors and Omissions) policy must be kept in effect for up to three (3) years after completion of the project Certificates of insurance shall state that on the policies that the County is required to be named as an Additional Insured, the insurance carner shall provide a minimum of 30 days advance written notice to the County for cancellation, non -renewal, suspension, voided, or matenal changes to policies required under this Agreement, except when cancellation is for non- payment of premium, then ten (10) days prior notice may be given On all other policies, it is the Contractor's responsibility to give the County 30 days' notice if policies are reduced in coverage or limits, cancelled or non -renewed However, in those situations where the insurance carner refuses to provide notice to County, the Contractor shall Solicitation #B2500081 Page 10 notify County of any cancellation, or reduction in coverage or limits of any insurance within seven (7) days or receipt of insurer's notification to that effect. The Contractor agrees that the insurance requirements specified in this Agreement do not reduce the liability Contractor has assumed in the indemnification/hold harmless section of this Agreement. Failure of the Contractor to fully comply with these requirements during the term of this Agreement may be considered a material breach of contract and may be cause for immediate termination of the Agreement at the option of the County. The County reserves the right to negotiate additional specific insurance requirements at the time of the contract award. 14. Subcontractor Insurance. Contractor hereby warrants that all subcontractors providing services under this Agreement have or will have the above -described insurance prior to their commencement of the Work, or otherwise that they are covered by the Contractor's policies to the minimum limits as required herein. Contractor agrees to provide proof of insurance for all such subcontractors upon request by the County. 15. No limitation of Liability. The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Contractor. The County in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the Work under by the Contractor, its agents, representatives, employees, or subcontractors. The Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contractor is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. The Contractor shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement. Insurance Mailing Information Certificates of Insurance, endorsements and bonds shall be provided to the County via electronic correspondence or mail using the information below: Email Project Manager: Cathy Hoover Email: choover@weld.gov Telephone: 970-400-2371 Mail: Weld County Health Department ATTN: Cathy Hoover PO Box 758 Greeley, CO 80632 Solicitation #B2500081 Page 11 Schedule F - Weld County Contract Contractual Obligations 1. The successful Contractor will be required to sign a contract substantially similar to the Weld County Standard Contract shown in Schedule F of this document. The County reserves the right to add or delete provisions to the form prior to Agreement execution. 2. Issuance of this solicitation does not commit the County to award any agreement or to procure. 3. If a formal contract is required, the Contractor agrees and understands that a Notice of Award does not constitute a contract or create a property interest of any nature until a contract is signed by the Awardee and the Board of County Commissioners and/or their authorized designee. 4. Contractor is responsible for reviewing the Weld County Standard Contract and understanding the terms and conditions contained therein, including, but not limited to, insurance requirements, indemnification, illegal aliens, equal opportunity, non - appropriation, and termination. 5. Contractor's Response to this solicitation is a willingness to enter into the Weld County Standard Contract or Contractor shall identify and include any proposed revisions they have for the Weld County Standard Contract. Any proposed revisions made by the Contractor after the County Notice of Intent to Award the Solicitation may be grounds for rescinding said Notice. The identification of willingness to enter into the standard Agreement is for general purposes at this time, but is part of the evaluation process and must be included. There may be negotiations on a project -by -project basis that provide further clarification. Weld County Standard Contract Below is a sample of a standard Weld County Contract for General Services: SERVICE AGREEMENT BETWEEN WELD COUNTY AND [CONTRACTOR] THIS AGREEMENT is made and entered into this day of , 202_, by and between the Board of Weld County Commissioners, on behalf of [DEPARTMENT], hereinafter referred to as "County," and [CONTRACTOR], hereinafter referred to as "Contractor". WHEREAS, County requires an independent contractor to perform the services required by County and set forth in the attached Exhibits; and WHEREAS, Contractor is willing and has the specific ability to perform the required services at or below the cost set forth in the attached Exhibits; and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the equipment, materials and services as set forth below. Solicitation #B2500081 Page 12 NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. Introduction. The terms of this Agreement are contained in the terms recited in this document and in the attached Exhibits, each of which forms an integral part of this Agreement and are incorporated herein. The parties each acknowledge and agree that this Agreement, including the attached Exhibits, define the performance obligations of Contractor and Contractor's willingness and ability to meet those requirements (the "Work"). If a conflict occurs between this Agreement and any Exhibit or other attached document, the terms of this Agreement shall control, and the remaining order of precedence shall be based upon order of attachment. Exhibit A consists of County's Request for Bid (RFB) as set forth in Bid Package No. B Exhibit B consists of Contractor's Response to County's Request. 2. Service or Work. Contractor agrees to procure the materials, equipment and/or products n ecessary for the Work and agrees to diligently provide all services, labor, personnel, and materials necessary to perform and complete the Work described in the attached Exhibits. Contractor shall further be responsible for the timely completion and acknowledges that a failure to comply with the standards and requirements of Work within the time limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement. 3. Term. The term of this Agreement begins upon the date of the mutual execution of this Agreement and ends one year later. Both of the parties to this Agreement understand and agree that the laws of the State of Colorado prohibit County from entering into Agreements which bind County for periods longer than one year. This Agreement may be extended upon mutual written agreement of the Parties. 4. Termination; Breach; Cure. County may terminate this Agreement for its own convenience u pon thirty (30) days written notice to Contractor. Due to the time needed for County to procure replacement services, Contractor may terminate this Agreement for its own convenience upon n inety (90) days written notice to County. Either Party may immediately terminate this Agreement upon material breach of the other party, however the breaching party shall have fifteen (15) days after receiving such notice to cure such breach. Upon termination, County shall take possession of all materials, equipment, tools and facilities owned by County which Contractor is using, by whatever method it deems expedient; and Contractor shall deliver to County all completed or partially completed Work under this Agreement, together with all other items, materials and documents which have been paid for by County, and these items, materials and documents shall be the property of County. Upon termination of this Agreement by County, Contractor shall have no claim of any kind whatsoever against the County by reason of such termination or by reason of any act incidental thereto, except for compensation for work satisfactorily performed and/or materials described herein properly delivered. 5. Extension or Amendment. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services. 6. Compensation. Upon Contractor's successful completion of the Work, and County's acceptance of the same, County agrees to pay Contractor an amount not to exceed $ as set forth in the Exhibits. No payment in excess of that set forth in the Exhibits will Solicitation #B2500081 Page 13 be made by County unless a Change Order authorizing such additional payment has been specifically approved by Weld County. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper because the service for which payment was made did not perform as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. Unless expressly enumerated in the attached Exhibits, Contractor shall not be entitled to be paid for any other expenses (e.g. mileage). Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 7. Independent Contractor. Contractor agrees that it is an independent contractor and that Contractor's officers, agents or employees will not become employees or agents of County, nor entitled to any employee benefits (including unemployment insurance or workers' compensation benefits) from County as a result of the execution of this Agreement. Contractor shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. Any provisions in this Contract that may appear to give the County the right to direct Contractor as to details of doing work or to exercise a measure of control over the work mean that Contractor shall follow the direction of the County as to end results of the work only. The Contractor is obligated to pay all federal and state income tax on any moneys earned or paid pursuant to this contract. 8. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the completion of the Work without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the Work during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Work. Contractor shall require each subcontractor, as approved by County and to the extent of the Work to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees, and subcontractors. 9. Warranty. Contractor warrants that the Work performed under this Agreement will be performed in a manner consistent with the standards governing such services and the provisions of this Agreement. Contractor further represents and warrants that all Work shall be performed by qualified personnel in a professional manner, consistent with industry standards, and that all services will conform to applicable specifications. Solicitation #B2500081 Page 14 10. Acceptance of Services Not a Waiver. Upon completion of the Work, Contractor shall submit to County originals of all test results, reports, etc., generated during completion of this work. Acceptance by County of reports and incidental material(s) furnished under this Agreement shall not in any way relieve Contractor of responsibility for the quality and accuracy of the project. In no event shall any action by County hereunder constitute or be construed to be a waiver by County of any breach of this Agreement or default which may then exist on the part of Contractor, and County's action or inaction when any such breach or default exists shall n ot impair or prejudice any right or remedy available to County with respect to such breach or default. No assent expressed or implied, to any breach of any one or more covenants, provisions or conditions of the Agreement shall be deemed or taken to be a waiver of any other breach. Acceptance by the County of, or payment for, the Work completed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 11. Insurance. Contractor must secure, before the commencement of the Work, the following insurance covering all operations, goods, and services provided pursuant to this Agreement, and shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, and during any warranty period. For all coverages, Contractor's insurer shall waive subrogation rights against County. Contractor shall provide coverage with limits of liability no less than those stated below. An excess liability policy or u mbrella liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a "following form" basis. Acceptability of Insurers: Insurance is to be placed with insurers duly licensed or authorized to do business in the state of Colorado and with an "A.M. Best" rating of not less than A -VII. The County in no way warrants that the above -required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency. Required Types of Insurance. Workers' Compensation and Employer's Liability Insurance as required by state statute, covering all of the Contractor's employees acting within the course and scope of their e mployment. The policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contractor or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contractor or subcontractor executes the appropriate sole proprietor waiver form. Minimum Limits: Coverage A (Workers' Compensation) Coverage B (Employers Liability) Statutory 100,000 100,000 500,000 Commercial General Liability Insurance including public liability and property damage, covering all operations required by the Work. The policy shall be endorsed to include the following additional insured language: "County, its elected officials, trustees, employees, agents, and volunteers shall be named as additional insureds with respect to liability arising out of the activities performed by, or on behalf of the Contractor." Such policy shall include Minimum Limits as follows: Solicitation #B2500081 Page 15 Each Occurrence General Aggregate Products/Completed Operations Aggregate Personal/Advertising Injury 1,000,000 2,000,000 2,000,000 1,000,000 Automobile Liability Insurance for Bodily Injury and Property Damage for any owned, hired, and non -owned vehicles operating both on County property and elsewhere in the performance of this Contract. Contractor's Automobile Insurance Policy shall include Minimum Limits as follows: Bodily Injury/Property Damage (Each Accident) $ 1,000,000 16. Proof of Insurance. All insurers must be licensed or approved to do business within the State of Colorado, and unless otherwise specified, all policies must be written on a per occurrence basis. The Contractor shall provide the County with a Certificate of Insurance evidencing all required coverages, before commencing work or entering the County premises. The Contractor shall furnish the County with certificates of insurance (ACCORD) form or equivalent approved by the County as required by this Contract. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The Contractor shall name the County, its elected officials, trustees, employees, agents, and volunteers as "Additional Insureds" for work that is being performed by the Contractor. On insurance policies where the County is named as an additional insured, the County shall be an additional insured to the full limits of liability purchased by the Contractor even if those limits of liability are in excess of those required by this Contract. Upon request by the County, Contractor must provide a certified copy of the actual insurance policy and/or required endorsements, for examination, effecting coverage(s) required by the Contract. Such documents are deemed confidential and deemed not public records for purposes of the Colorado Open Records Act. All certificates and endorsements are to be received and approved by the County before work commences. Each insurance policy required by this Agreement must be in effect at or prior to commencement of work under this Agreement and remain in effect for the duration of the project, and for a longer period of time if required by other provisions in this Agreement. Failure to maintain the insurance policies as required by this Agreement or to provide evidence of renewal is a material breach of contract. All certificates and any required endorsement(s) shall be sent directly to the County Department Representative's Name and Address. The project/contract number and project description shall be noted on the certificate of insurance. The County reserves the right to require complete, certified copies of all insurance policies for examination required by this Agreement at any time. Any modification or variation from the insurance requirements in this Agreement shall be made by the County Attorney's Office, whose decision shall be final. Such action will not require a formal contract amendment but may be made by administrative action. Solicitation #B2500081 Page 16 17 Additional Insurance Related Requirements The County requires that all policies of insurance be wntten on a pnmary_basis, non-contnbutory with any other insurance coverages and/or self-insurance carried by the County The Contractor shall advise the County in the event any general aggregate or other aggregate limits are reduced below the required per occurrence limit At their own expense, the Contractor will reinstate the aggregate limits to comply with the minimum requirements and shall furnish the County with a new certificate of insurance showing such coverage is in force Commercial General Liability, Completed Operations coverage must be kept in effect for up to three (3) years after completion of the project Contractors Professional Liability (Errors and Omissions) policy must be kept in effect for up to three (3) years after completion of the project Certificates of insurance shall state that on the policies that the County is required to be,named as an Additional Insured, the insurance carner shall provide a minimum of 30 days advance written notice to the County for cancellation, non -renewal, suspension, voided, or matenal changes to policies required under this Agreement, except when cancellation is for non- payment of premium, then ten (10)'days pnor notice may be given On all other policies, it is the Contractor's responsibility to give the County 30 days' notice if policies are reduced in coverage or limits, cancelled or non -renewed However, in those situations where the insurance carner refuses to provide notice to County, the Contractor shall notify County of any cancellation, or reduction in coverage or limits of any insurance within seven (7) days or receipt of insurer's notification to that effect The Contractor agrees that the insurance requirements specified in this Agreement do not reduce the liability Contractor has assumed in the indemnification/hold harmless section of this Agreement Failure of the Contractor to fully comply with these requirements dunng the term of this Agreement may be considered a matenal breach of contract and may be cause for immediate termination of the Agreement at the option of the County The County reserves the nght to negotiate additional specific insurance requirements at the time of the contract award 18 Subcontractor Insurance Contractor hereby warrants that all subcontractors providing services under this Agreement have or will have the above-descnbed insurance prior to their commencement of the Work, or otherwise that they are covered by the Contractor's policies to the minimum limits as required herein Contractor agrees to provide proof of insurance for all such subcontractors upon request by the County 19 No limitation of Liability The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Contractor The County in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the Work under by the Contractor, its agents, representatives, employees, or subcontractors The Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages The Contractor is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types The Contractor shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement Solicitation #B2500081 Page 17 20 Mutual Cooperation The County and Contractor shall cooperate with each other in the collection of any insurance proceeds which may be payable in the event of any loss, including the execution and delivery of any proof of loss or other actions required to effect recovery 21 Indemnity. The Contractor shall defend, indemnify, hold harmless and, not excluding the County's nght to participate, defend the County, its officers, officials, agents, and employees, from and against all liabilities, claims, actions, damages, losses, and expenses including without limitation reasonable attorneys' fees and costs (hereinafter referred to collectively as "claims') for bodily injury or personal injury including death, or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors This indemnity includes any claim or amount ansing out of or recovered under the Workers' Compensation law or ansing out of the failure of such contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree It is the specific intention of the parties that County shall, in all instances, except for claims ansing solely from the negligent or willful acts or omissions of the County, be indemnified by Contractor from and against any and all claims It is agreed that Contractor will be responsible for pnmary loss investigation, defense, and judgment costs where this indemnification is applicable In consideration for the award of this contract, the Contractor agrees to waive all nghts of subrogation against the County, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the County 22 Non -Assignment. Contractor may not assign or transfer this Agreement or any interest therein or claim thereunder, without the pnor wntten approval of County Any attempts by Contractor to assign or transfer its nghts hereunder without such pnor approval by County shall, at the option of County, automatically terminate this Agreement and all nghts of Contractor hereunder Such consent may be granted or denied at the sole and absolute discretion of County 23 Examination of Records. To the extent required by law, the Contractor agrees that a duly authorized representative of County, including the County Auditor, shall have access to and the'nght to examine and audit any books, documents, papers, and records of Contractor, involving all matters and/or transactions related to this Agreement Contractor agrees to maintain these documents for three years from the date of the last payment received 24 Interruptions. Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes, or Governmental actions 25 Notices. All notices or other communications made by one party to the other concerning the terms and conditions of this contract shall be deemed delivered under the following circumstances a) personal service by a reputable courier service requiring signature for receipt, or b) five (5) days following delivery to the United States Postal Service, postage prepaid addressed to a party at the address set forth in this contract, or c) electronic transmission via email at the address set forth below, where a receipt or acknowledgment is required and received by the sending party, or Either party may change its notice address(es) by wntten notice to the other Notice may be sent Solicitation #B2500081 Page 18 to: TO CONTRACTOR: Name: Position: Address: E-mail: Phone: TO COUNTY: Name: Position: Address: E-mail. Phone: Stephanie Mighell Senior Sales Executive 600 main street Windsor, Co 80550 steph.mighell@townsquaremedia.com 970-302-6124 26. Compliance with Law. Contractor shall strictly comply with all applicable federal and State laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. 27. Non -Exclusive Agreement. This Agreement is nonexclusive, and County may engage or use other Contractors or persons to perform services of the same or similar nature. 28. Entire Agreement/Modifications. This Agreement including the Exhibits attached hereto and incorporated herein, contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiations, representations, and understandings or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 29. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. Execution of this Agreement by County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. 30. Employee Financial Interest/Conflict of Interest - C.R.S. §§24-18-201 et seq. and §24-50- 507. The signatories to this Agreement state that to their knowledge, no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. 31. Survival of Termination. The obligations of the parties under this Agreement that by their n ature would continue beyond expiration or termination of this Agreement (including, without limitation, the warranties, indemnification obligations, confidentiality and record keeping requirements) shall survive any such expiration or termination. 32. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or u nenforceable by a court of competent jurisdiction, this Agreement shall be construed and e nforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. Solicitation #B2500081 Page 19 33. Non -Waiver. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of the monetary limitations or any of the other immunities, rights, benefits, protections, or other provisions, of the Colorado Governmental Immunity Act §§ 24- 10-101 et seq., as applicable now or hereafter amended. 34. No Third -Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 35. Board of County Commissioners of Weld County Approval. This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado, or its designee. 36. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute between the parties, Contractor agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 33. No Employment of Unauthorized Aliens - Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an unauthorized alien who will perform work under this Agreement (see 8 U.S.C.A. §1324a and (h)(3)) nor enter into a contract with a subcontractor that employs or contracts with an unauthorized alien to perform work under this Agreement. Upon request, contractor shall deliver to the County a written notarized affirmation that it has examined the legal work status of an employee and shall comply with all other requirements of federal or state law. Contractor agrees to comply with any reasonable request from the Colorado Department of Labor and Employment in the course of any investigation. If Contractor fails to comply with any requirement of this provision, County may terminate this Agreement for breach, and if so terminated, Contractor shall be liable for actual and consequential damages. 34. Attorney's Fees/Legal Costs. In the event of a dispute between County and Contractor concerning this Agreement, the parties agree that each party shall be responsible for the payment of attorney fees and/or legal costs incurred by or on its own behalf. 35. Binding Arbitration Prohibited. Weld County does not agree to binding arbitration by any extra -judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by reference shall be null and void. Acknowledgment. County and Contractor acknowledge that each has read this Agreement, understands it and agrees to be bound by its terms. Both parties further agree that this Agreement, with the attached Exhibits, is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. Solicitation #B2500081 Page 20 CONTRACTOR: By: _ @ Townsquare Media Name: Stephanie Mighell Date of Signature: 5/27/25 Title: Senior Sales Executive WELD COUNTY: ATTEST: Weld County Clerk to the Board BY: BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY, COLORADO Deputy Clerk to the Board Insert Name, Chair Solicitation #B2500081 Page 21 townsquare ii !gm Digital Marketing CANIFilk GN Weld County Department of Public Health and Environment May - September Campaign WELCOME TO TOWNSQUARE Founded in 2010, Townsquare is a community -focused digital media, digital marketing solutions and radio company focused outside the top 50 markets in the U.S. Townsquare Digital curates exclusive, high -impact ad products on the websites, mobile apps, and social platforms linked to our highly influential radio stations. We also offer tailored solutions to identify and reach hyper -targeted online audiences across desktop, mobile, apps, connected TV, email, paid search and social media platforms. We get our impressive results by leveraging display advertising, video, native content, websites and SEO. townsquare CAMPAIGN OVERVIEW Townsquare Media understands that in today's world, consumers are in the driver's seat. We tackle this development by focusing on two-way communication to not just reach your audience, but also connect you with them. townsquare Opportunity We identified the following opportunities for growth: Increase traffic to the website Increase awareness around vaping prevention and substance abuse 0 R Strategy How we'll help you reach your business goals: • Reach your desired audience with compelling video and display messages 02 rivi Outcome Gain valuable audience insights that allow you to target and deliver your message at scale. Reach your campaign goals with a team of data experts at your side. Use a suite of powerful services to reach your audience where and when they're most likely to convert. RECOMMENDED SOLUTIONS AUDIENCE TARGETED STV Want your video commercial to reach consumers who are not paying for cable or broadcast TV and are instead watching their shows and news outlets online? 01 02 03 04 Placement on Premium Media Brands: L fuhlt tubi aMc NETWORKS COMEDY CENTRAL broadcast your :15 or :30 commercial to targeted consumers based upon based upon; demographics, interests or behaviors Or target your consumer through our content networks: Sports, Entertainment, Lifestyle and News commercials will play on devices like: Sling TV, Pluto TV and Tubi TV through platforms such as Roku, Amazon Fire, PlayStation and many more great, non-skippable inventory, which is highly effective for increasing brand awareness PLATFORM: DELIVERY OPTIONS: Smart Televisions O STV Video fit discovery+ *CBS S FOX M HISTORY sling .tt 143C Awareness Interest/Trust Conversion Pts) HMV animal planet cooKgl9 philo �_ NANML� DCBS SPORTS) Tryll SPONSORED SOCIAL MENTIONS How would you like our radio station brands to mention you on our social media channels? 01 oz 03 have your business promoted by one of the most trusted resources in the community, our station brands and the original social influencers, our DJs increase your own credibility with the influence carried by our brands and with the option to feature one of our persuasive DJs choose the kind of campaign that aligns with your goals and only pay for actual results (impressions, clicks, or video views) r 97IOK , n1h Papa ,lohn's Pizza (2915 N Perryville Rd. Rockford, ) ••. <.aotatie Valentine s Idea Get a Papa Jahn s heal -shaped pC1a and a double char.**. crop txovine kor S1S vvt0► coda MRT t Pennes ens Midday Md+ekke Makes Valentine's Pima IllOCS‘ NC.* 1 Ccerrrtenk 10 Shirts alsaes Jewry 101.,1 w t*. %ow tisanes Yen - etm.ar tv w S/+►be Oa Wait 0•aartokrs guar•nlee wy ... put Fn.** at an VOW tam ana onrsne Watt taut N Get started each Robed Oelcanskn lodge C:I) Country 106 S WYRK 0 teelth The Stay. ••• Country Nsght 13 lock at Me Stager on Thursday and Saturday nights, Uve musk. ►k►e danung, gnat food. and drinks* rtammatr WcoN Call ahead is earn VIP bottle sank, t r. p ce.le+eltr CROSS -PLATFORM: Q Desktop © Tablet ® Phone DELIVERY OPTIONS: Image(s) O Video Awareness Interest/Trust Conversion LEANN MORE R curl. leiWS) - OQ7.9 O wit-, Th• Copper Closet - Panama .8•Irninin tot 8rpltt4y trorn the O Mot nng Show row* a new wardrobe rally she can go SO COrlGer'', QithDae hatters ana Is night tut VYNw f raw. • :: nk COOPt ettordaWe Clothing Boutique 00 7 Snore, 41:-1 LN• O tannest g> Snava Mocks for illustrative purposes only townsquare townsquare ADVANCED AUDIENCE TARGETING "What does my ideal customer look like?" 01 02 deliver information to consumers with banner ads or pre -roll video make them aware of your products/services based on: Who They Are: Male/Female, Income, Age, Number of Children, Language, Job Title, etc. What They Are Interested In: Sports, Gourmet Foods, Travel, History, etc. What They Show Intent to Purchase: In -Market Automobile, In -Market Real Estate, etc. CROSS -PLATFORM: Q Desktop © Tablet ® Phone DELIVERY OPTIONS: O Video AD Banner Ad Awareness Interest/Trust Conversion PRE AND POST LAUNCH SUPPORT townsquare Ei* CREATIVE DIRECTION & DIGITAL DESIGN Impactful creative starts with a marketing expert to guide you through the process TOWNSQUARE DESIGN STUDIO Full -Service Marketing experts available at your fingertips • ermirvymay gr.uirtz71 • i 1 VIDEO PRODUCTION Production for businesses looking to take their video creative to the next level TOWNSQUARE REPORTING & INSIGHTS 5eatcr-nr ANALYZE & PREPARE Advanced Metrics & In -Depth Performance Analysis Townsquare Has a Solution For ANY Goal With Reporting & Data ■ Campaign Performance Metrics ■ Visualization of impressions, clicks, engagement and conversions. ■ Lead & Conversion Tracking ■ Detailed graphs showcase engagement trends month to month and across dimensions. ■ Data & Audience Insights ■ With custom pixel data our team can measure the traffic coming into your website and build custom audiences. ■ Performance Analysis ■ Ability to review how specific tactics, creative and ad sizes are working in -market. ■ Campaign Strategy ■ Custom reporting including insights and recommendations available. ■ Data & Audience Insights ■ With custom pixel data our team can measure the traffic coming into your website and build custom audiences. townsquare ,�_,,'. rt + ,. TOWNSQUARE REPORTING & INSIGHTS SINNWPIP 5e`O't DISPLAY & DELIVER In Platform & Leave Behind Reporting Capabilities 0\0 LEVERAGE & INFORM Flexible and Customized Capabilities For "Data In — Data Out" ■ live Sales Performance Dashboard ■ Both live month and historical monthly view of key performance indicators. ■ Robust & White Labeled Static Reports ■ Create custom downloadable (PDF or PPT) reports specific to agency branding and layout. ■ Automated Scheduled Reporting ■ Schedule static or dynamic copies of reports to any stakeholder or customer on any predefined schedule. ■ Serve All Needs Export Capabilities ■ Basic and advanced abilities to export performance data to spreadsheet, to agencies in-house database, even API. Schedulable & configurable. ■ Import CRM/Lead/Or Other Internal Data ■ Intelligent import capabilities to allow for any customer or internal data to be imported in. Used for comparison alongside campaign performance data. townsquare Solution Name Solution Goal Start TOWNSQUARE CAMPAIGN MEDIA PLAN End Audience Targeted STV Brand Awareness 5/15/2025 9/15/2025 Sponsored Social Mentions Interest/trust 5/15/2025 9/15/2025 Programmatic Display AAT (Advanced 5/15/2025 Audience Targeting) Audience Detail Solution Footprint Media Delivered VOlurne Media Cost Parents / Caregivers of 12-18 year olds, Hispanic/Latino Men, LGBTQIA population, Medicaid Members 50I mile radius of Weld County STV 65,789 KUADRil $38.00 Weld County and Video or Image + 50 $20.00 surrounding areas Content 9/15/2025 Parents / Caregivers 100 Mile Radius of of 12-18 year olds, Weld County Hispanic/Latino Men, LGBTQIA population, Medicaid Members Banner 534,759 KUAO/99.1 K99 (B or 5) Broadcast of Stream Weekly Distribution Times Spot length Total Spots/week Rate Totals Start End Weeks Spots Total $ IC99 g Mon -Fr, 66 7c 30 :5 S35 00 7 105 S 3,675.00 3 Sa-Su 6a 7p 30 5 S20 00 7 35 5 700.00 .nw cowa,nr Streaming Mon -Sun na na 30 5 55 00 7 35 $ 175.00 KUAD web d;splay Mon - Sun NA NA NA 3 $250 00 1 3 S 750.00 107K impressions from May • Aug Added Value Mon -Sun 6a :2a 30 3 $000 7 21 $ - Added Value Total Spots 199 5 5,300.00 L FLIGHT VIEW: June — Septek»ber 2025 townsquare X Townsquare Representative X $9.35 Cost Structure New Order Notes Budget Per Month CPM $2500 CPM CPM $l000 ` $5000 Investment Total $39,300 Months 4 Client Authorization Both parties have the right to cancel 90 days after the start of the campaign with 30 day written notice. Terms & Conditions can be found here X Date . retF+ THANK YOU Steph Mighell Stephanie.Mighell@townsquaremedia.com in townsquare Terms & Conditions Applicant hereby certifies that all information herein provided is true, complete and correct, and agrees that any credit extended hereunder shall be extended solely in accordance with the terms and conditions set forth in this application. Applicant hereby accepts the terms and conditions stated herein and agrees to be bound by such terms and conditions. Applicant hereby acknowledges and agrees that TOWNSQUARE Media will rely on the information herein provided and that it shall promptly, without request, update such information as and when necessary to maintain the accuracy and completeness of such information. Applicant hereby grants to TOWNSQUARE Media and the employees, agents and representatives of TOWNSQUARE Media ("TOWNSQUARE Media") the right to use the information herein provided to determine the creditworthiness of Applicant, and to take such action as it deems necessary to make such determination including, but not limited to, obtaining independent credit reports from outside credit reporting services and to contact, and obtain information about Applicant from, the bank and other companies herein listed. Applicant hereby authorizes such listed bank and other companies to release to TOWNSQUARE Media information that may be used by TOWNSQUARE Media to determine the creditworthiness of Applicant. Applicant hereby authorizes this business credit application to be shown and delivered to such parties, with a copy of this business credit application to be valid as the original. Applicant acknowledges and agrees that if credit is extended to it by TOWNSQUARE Media, it shall pay any and all amounts due TOWNSQUARE Media within thirty (30) days of the date of each respective invoice provided by TOWNSQUARE Media to Applicant and, if any such amount is not paid by Applicant on or before the due date therefore, such payments shall be deemed delinquent. Applicant further acknowledges and agrees that delinquent accounts shall be subject to finance charges of one and one-half percent (1%2%) per month, or eighteen percent (18%) per year. Applicant shall be liable for all costs of collection of delinquent payments due TOWNSQUARE Media, including reasonable attorneys' fees (whether or not suit is brought), out-of-pocket expenses, court costs, and any collection fees charged by a collection agency used by TOWNSQUARE Media any for purposes of collecting any such delinquent amounts. The total finance rate charged Applicant shall not exceed the highest rate permitted by law as such rate is calculated in the subject jurisdiction. Applicant hereby acknowledges and agrees that all decisions with respect to the extension or continuation of credit shall be at the sole discretion of TOWNSQUARE Media, and TOWNSQUARE Media hereby expressly reserves the right to terminate any credit extended to Applicant at its sole discretion. TOWNSQUARE Media shall have the exclusive right to determine how, when, and what application of payments and credits, if any, shall be made on the above -mentioned obligations, or any part of them. Any dispute by Applicant with any broadcast, commercial announcements, and services provided by TOWNSQUARE Media or the amount charged for the same shall be reported to TOWNSQUARE Media in writing within thirty (30) days from the date of invoice relating to the same, time being of the essence (but any such dispute shall not affect Applicant's obligation to make payment within 30 days as set forth above). Failure to report any such dispute within such time shall constitute a waiver of any claim by Applicant with respect to such dispute. Applicant understands that should Applicant place advertising through an advertising agency (or other Third Parties) that Applicant will continue to be responsible to TOWNSQUARE Media for payment of such advertising. In the event Applicant is an agency requesting advertising on behalf of a client, Applicant acknowledges its joint and several liability for the payment of such advertising under the terms set forth herein above. Unless otherwise stated in any agreement between Applicant and TOWNSQUARE Media, any orders or contracts for advertising or other services or products placed with TOWNSQUARE Media may only be terminated by Applicant upon 30 days' prior written notice to TOWNSQUARE Media. Any content, materials or information provided by or on behalf of Applicant to TOWNSQUARE Media in connection with the provision of advertising, services or products by TOWNSQUARE Media shall be lawfully provided and the use by TOWNSQUARE Media in accordance with the agreement between TOWNSQUARE Media and Applicant will not violate or infringe upon the rights of others, or violate any applicable law or regulation. Applicant hereby agrees to release, indemnify, defend and hold TOWNSQUARE Media and its parents, subsidiaries, affiliates, successors, assigns, officers, directors, employees, agents and representatives harmless from any and all liability for losses, claims, injuries, liabilities and damages of whatever nature whatsoever, whether known or unknown, which may at any time arise or accrue to Applicant and/or its parents, subsidiaries, affiliates, successors, assigns, officers, directors, employees, agents, representatives, and/or other persons or entities claiming by or through Applicant, on account of or relating to Applicant's provision of the information herein contained and/or TOWNSQUARE Media's reliance on such information and/or other information gathered pursuant hereto, or any other reason, other than the gross negligence or willful misconduct of TOWNSQUARE Media, to the extent permitted under Colorado law. Unless otherwise stated in the relevant agreement, the laws of the State of New York, without respect to its conflicts of law provisions, shall govern all agreements entered into between Applicant and TOWNSQUARE Media, including any dispute hereunder or there under. Applicant hereby submits to the jurisdiction and venue of the state and federal courts sitting in New York, and expressly waives any objection it may have with respect to the jurisdiction of such courts or the inconvenience of such forum or venue. THE INDIVIDUAL EXECUTING THIS AGREEMENT BELOW ON BEHALF OF APPLICANT HEREBY CERTIFIES THAT HE/SHE IS AUTHORIZED TO EXECUTE THIS AGREEMENT ON BEHALF OF APPLICANT AND TO LEGALLY BIND APPLICANT AND FURTHER CERTIFIES THAT APPLICANT IS SEEKING CREDIT SOLELY FOR BUSINESS AND COMMERCIAL PURPOSES. ALLARDO y - -- - AiC-C) `®' ‘,...---- CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 1/6/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the pohcy(ies) must have ADDITIONAL INSURED provisions or be endorsed If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s) PRODUCER New York-Alllant Ins Svc Inc 101 Park Ave 14th Fl New York, NY 10178 NAMEACT Glssela Gallardo PHONE FAX POI., Ext) (ac No) Ms, gissela gallardo@alliant com INSURERS) AFFORDING COVERAGE NAIC # INSURER Everest National Insurance Company 10120 INSURED Townsquare Media, Inc 1 Manhattanville Road Purchase, NY 10577 INSURER a AIG Insurance Company - Puerto Rico 31674 INSURER C INSURER D INSURER E INSURER F COVERAGES CERTIFICATE NUMBER REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR TYPE OF INSURANCE LTR ADDL SUER IS WVD POLICY NUMBER POLICY EFF IMM/DD/YYYYI POLICY EXP (MMIDD/YYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ® OCCUR GCN0010492-241 12/23/2024 12/23/2025 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 5'000 PERSONAL SAW INJURY $ 1,000,000 GENERAL AGGREGATE $ 2'00'000 GENL X AGGREGATE LIMIT APPLIES PER POLICY PEST LOC OTHER PRODUCTS - COMP/OP AGG $ 2,000,000 ANNUAL AGGREGAT $ 1,000,000 A AUTOMOBILE X _ LIABILITY ANY AUTO OWNEDONLY AUTOS AUTOS ONLY DOLED A�TOS ONLY GCN0010492-241 12/23/2024 12/23/2025 COMBINED SINGLE LIMIT (Ea accident) 1,000,000 $ BODILY INJURY (Per person) $ BODILY INJURY (Per accdent) $ (Pe�accd nt) AMAGE $ Comp/Coll $ 1,000 A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS MADE GCN0010493-241 12/23/2024 12/23/2025 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 $ DED I I RETENTION $ A WORKERS COMPENSATION Mgt LIABILITY OFFICEWMEMBER EXCLUDED9 ECUTIVE Y❑ (Mandatory in NH) If yes describe under DESCRIPTION OF OPERATIONS below N /A GCN0010494-241 12/23/2024 12/23/2025 X I STATUTE I 12RH E L EACH ACCIDENT 1,000,000 $ E L DISEASE EA EMPLOYEE $ 1'1100,000 E L DISEASE POLICY LIMIT 1 ,000,000 $ B Commercial Property 21480446 12/23/2024 12/23/2025 Leased Rented Equip 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101 Additional Remarks Schedule, may be attached if more space is required) Evidence of Coverage CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Evidence of Coverage 9 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS AUTHORIZED REPRESENTATIVE I ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION All rights reserved The ACORD name and logo are registered marks of ACORD Contract Form Entity Information Entity Name* Entity ID* IGNITE TOWNSQUARE MEDIA - FT @00032651 COLLINS Contract Name* TOWNSQUARE SUBSTANCE ABUSE CAMPAIGN Contract Status CTB REVIEW Contract Description* TOWNSQUARE SUBSTANCE ABUSE CAMPAIGN Contract Description 2 Contract Type* AGREEMENT Amount* $39,300.00 Renewable* NO Automatic Renewal Grant IGA Department HEALTH Department Email CM -Health, oweld.gov Department Head Email CM-Health- DeptHead,4)weld.gov County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL D.GOV If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Q New Entity? Contract ID 9495 Contract Lead* BFRITZ Contract Lead Email bfritz@weld.gov:Health- Contracts@weld.gov Requested BOCC Agenda Date* 05,28/2025 Parent Contract ID Requires Board Approval YES Department Project # Due Date 05/24/2025 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Contact Info Contact Name Purchasing Purchasing Approver Approval Process Department Head .JASON CHESSHER DH Approved Date 06/04 2025 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 06,/09; 2025 Review Date* 08 31 .2025 Committed Delivery Date Contact Type Contact Email Finance Approver CHERYL PATTELLI Renewal Date Expiration Date* 08,31 '2025 Contact Phone 1 Purchasing Approved Date Finance Approved Date 06 /04 2025 Tyler Ref # AG 060925 Originator BFRITZ Contact Phone 2 Legal Counsel MATTHEW CON ROY Legal Counsel Approved Date 06,'04'2025 Hello