HomeMy WebLinkAbout171337 LAMAR TRANSIT LLC - CONTRACT - AGREEMENT MISC - LAMAR TRANSIT LLC (2)
SERVICES AGREEMENT
THIS AGREEMENT made and entered into this 30th day of December, 2022, by and
between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter
referred to as the "City" and LAMAR ADVERTISING OF COLORADO SPRINGS, L.L.C., a
Colorado limited liability corporation, hereinafter referred to as "Contractor".
WITNESSETH:
WHEREAS, the Contractor and the City entered into a services agreement dated
September 1, 2001 (the “Original Agreement”) for advertising on bus shelters and benches and
related services to be provided to the City by the Contractor; and
WHEREAS, the Original Agreement expired effective December 31, 2021; and
WHEREAS, the parties entered into a new agreement effective January 1, 2022 for
advertising on the City’s bus shelters and benches (the “Agreement”) which replaced and
superseded the Original Agreement, and
WHEREAS, the Agreement had a term of three (3) months with an expiration date of
March 31, 2022 and was subsequently extended by mutual agreement of the parties for the period
April 1, 2022 to December 31, 2022; and
WHEREAS, the parties now wish to enter into a new services agreement which will replace
and supersede the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and obligations herein
expressed and other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, it is agreed by and between the parties hereto as follows:
1. Term of the Agreement. This Agreement shall be in effect for the period January 1, 2023
through June 30, 2023, unless otherwise terminated by law or in accordance with the terms of this
Agreement.
2. Scope of Service. The Contractor agrees to provide the following services to at least the
extent indicated, with such limitations as provided in this Agreement.
a. At all times during the performance of this Agreement, Contractor shall strictly observe
and conform to all applicable federal, state and local laws, rules, standards, regulations and orders
that have been or may hereafter be established. All shelters and benches will be per the City
standards as stated in the City of Fort Collins Transit Design Standards and Guidelines manual for
transit stop designs, including without limitation City Code section 24-1 (6) as the same may from
time to time be amended. On one-way streets the Contractor and City will work together on the
design with the goal of providing two advertising panels visible to traffic, where possible.
b. Bus stop bench backs may be used for advertising except where prohibited by
Transfort. All bench backs shall be rectangular in shape (top and bottom are parallel to the bench,
both sides are vertical and parallel to one another). Standard Transfort benches are 72 inches
long. When a bench back on a standard bench is used for advertising, the size of the bench
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back/advertising panel shall be equal to 24 inches in height and 72 inches in length (not including
a frame which may be used to hold the panel). If an existing bench is more or less than 72 inches
in length, the length of the bench back/advertising panel shall be equal to the length of the bench,
and the height of the bench back/advertising panel shall be 24 inches.
All 48 existing bench backs/advertising panels which do not currently meet these size requirements
shall be replaced with panels which meet these requirements, with the exception of 22 bench
backs which are contracted through the end of this Agreement. These advertisers are Breeze Thru,
State Farm (Marinda Simpson), Kyle Basnar, Ameri Quote and Union. All remaining replacements
shall be completed within 30 days of the effective date of this Agreement.
c.Contractor agrees to make a "good faith" effort to sell appropriate advertising space on
the bus benches and bus shelters.
d.Contractor agrees not to place advertising, on any bench or shelter in the City prior to
receiving written acceptance from the City for the placement, installation, style and condition of
each individual bench or shelter. Once such approval has been obtained no subsequent
modification of any bench or shelter shall be permitted without written approval from the City.
Contractor shall provide an acceptance form listing the date of installation, location, re-location and
date of acceptance by the City of any bench or shelter. Contractor shall also submit for City review
any advertisement and shall have received written approval from the City of the same prior to
placement of the same hereunder. In reviewing any request by the Contractor for approval or
modification of each individual advertisement, bench or shelter, the City shall consider, but not be
limited to the following factors:
i.The size of the bench or shelter
ii.The design of the bench or shelter
iii.The materials used for the construction of the bench or shelter
iv.The appearance and content of the advertising to be displayed
v.The placement of the bench or shelter with respect to pedestrian and vehicular
traffic
vi.The need for the bench or shelter
e.Contractor is not subject to general restrictions regarding the use of color on advertising
panels; provided, however, that the City reserves the right to review and approve or disapprove all
advertising content, copy, design, and colors to be displayed on bus benches and shelters based
on aesthetic considerations within the sole discretion of the City.
f.The parties acknowledge that the City's objectives for the advertising program to be
carried out through the performance of the Agreement are to: (1) generate revenue for the City
through the placement of advertising on bus benches and bus shelters; (2) maintain a neutral
position on political, religious and ideological matters; and (3) limit advertising to advertising that
proposes a legitimate commercial transaction and that will promote healthful, family-oriented
products and services appropriate for citizens of all ages. Because the City's sale of advertising
space is for the purpose of raising revenue, and not for the purpose of establishing a forum for
public speech, the City reserves to itself the sole and final authority as to whether proposed
advertising is consistent with these objectives. All advertising in place during the term of this
Agreement shall comply with this provision. Advertising that is determined by the City to be
inconsistent with these objectives shall be removed immediately upon receipt of a written request
for such removal by the Contractor.
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g.Advertising hereunder may not include or constitute the following:
i.advertising that primarily conveys a political, religious, ideological or other non-
commercial message;
ii.advertising of alcohol or tobacco products;
iii.advertising that promotes illegal activities or transactions;
iv.advertising that is misleading or deceptive, or that constitutes a public nuisance;
v.advertising of products or services available to adults only by law;
vi.advertising of any product or service primarily related to sexual or violent activities
or practices, or advertising of any product or service in a manner that is sexually
suggestive or that displays or suggests violence or is inappropriate for minors;
vii.any advertising reasonably determined to be inconsistent with the above-stated
objectives of the advertising program; and
viii.advertising that is not in compliance with the City sign code at any time, as the
same may be modified or supplemented by the City Council of the City.
3.Payment. In consideration of the right to erect bus shelters and bus benches and
sell advertising thereupon within the City, the Contractor agrees:
a.Contractor agrees to remit to the City not later than January 31, 2023 Seventy Four
Thousand Two Hundred and Eighty Nine Dollars and Sixty Four Cents ($74,289.64)
as full payment for the right to advertise on City bus shelters and benches in
accordance with the terms of the Agreement.
b.To provide the City one (1) bench for every ten (10) benches installed on which
advertising is permitted, and one (1) shelter for every ten (10) shelters installed on
which advertising is permitted, which benches and shelters may be used by the City
in areas where advertising is not permitted.
c.To provide the City ten (10) benches and ten (10) shelter faces for the City’s use, in
its discretion, for advertising and public announcements of the City's sole choice,
including non-commercial messages, at no cost to the City for the use of such
benches and shelters or for production cost or materials for up to 1 change per
bench and shelter face. Such cost will be borne by the Contractor.
4.Insurance. During the term of the Agreement, the Contractor shall maintain insurance in
accordance with Exhibit A attached hereto and incorporated herein by reference. Such insurance
shall remain in full force and effect during the term of this Agreement. The Contractor agrees to
provide evidence of such liability insurance upon execution of this Agreement.
5.Conditions of the Agreement. It is further agreed by and between the City and the Contractor
as follows:
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a.The Contractor shall neither assign any of the rights nor delegate any of the
duties imposed upon him under the provisions of this Agreement without having
first obtained the written permission of the City. Which permission can be given at
the sole discretion of the City.
b.This Agreement may not be enlarged, modified, or altered except in writing
signed by the parties as amended hereto.
c.No waiver of any breach of this Agreement shall be held or construed to be
a waiver of any subsequent breach thereof.
d.This Agreement shall not constitute an exclusive franchise for the benefit of the
Contractor.
e.In entering into this Agreement, Contractor acquires no status, rights, or
benefits of an employee of the City. Furthermore, the Contractor shall be
considered as an independent contractor and the City shall incur no liability due to
the operations of the Contractor.
6.Indemnification. The Contractor shall defend, indemnify and hold the City free and harmless
from and against any and all liabilities, demands, claims, damages, suits, judgements and decrees,
and Court awards including costs, expenses and attorneys' fees, on account of injuries to or death
of any person or persons or damage to any property arising out of or related to the Contractor's
intentional or negligent acts, errors or omissions or that of its agents, officers, and employees,
subcontractors or assignees, whether contractual or otherwise, during the performance of this
Contract and pursuant to its terms. Nothing in this section shall be deemed to waive or otherwise
limit the defenses available to the City pursuant to the Colorado Governmental Immunity Act or
otherwise provided by law.
7.Notices. Notices permitted or required to be given shall be in writing and shall be deemed
given upon personal delivery. email, or upon deposit in the United States Mail, certified, return
receipt requested, postage fully prepaid, addressed as follows or to such other address as the
parties may designate from time to time by notice given in accordance with this paragraph:
Contractor: City: Copy to:
Lamar Transit, LLC City of Fort Collins City of Fort Collins
Attn: Steve Cecil Attn: Kaley Zeisel Attn: Purchasing Dept.
2649 East Mulberry PO Box 580 PO Box 580
Suite 20A Fort Collins, CO 80522 Fort Collins, CO 80522
Fort Collins, CO 80524 kzeisel@fcgov.com purchasing@fcgov.com
Copy to:
Lamar Transit, LLC
Attn: Brent Window, SVP/TM
12301 N Grant St. #240
Thronton, CO 80241
bwindow@lamar.com
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8.Early Termination. The City reserves the right to terminate the Agreement with 15 days
written notice in the event the City Council or any other federal, state, or local mandate requires
removal of bus advertisements. In such event, the Contractor will be entitled to a pr orated portion
of the Contract Sum stated in paragraph 3 of the Agreement based on the effective date of the
termination.
9.Default. Each and every term and condition hereof shall be deemed to be a material element
of this Agreement. In the event either party should fail or refuse to perform according to the terms
of this Agreement, such party may be declared in default by the non-defaulting party by serving a
notice of default (“Notice of Default”). The Notice of Default shall set forth the manner in which the
defaulting party is in default.
10.Remedies. In the event a party has been declared in default, such defaulting party shall be
allowed a period of ten (10) business days from the date of the Notice of Default to cure said default.
In the event the default remains uncorrected, the party declaring default may elect to (a) terminate
the Agreement and seek damages by serving a Notice of Termination; or (b) avail itself of any other
remedy at law or equity. If the non-defaulting party commences legal or equitable actions against
the defaulting party and, the defaulting party shall be liable to the non-defaulting party for the non-
defaulting party's reasonable attorney fees and costs incurred because of the default.
11.Business Transition. Not more than ten (10) business days after the date of expiration or
termination of the term of the Agreement or in the event of termination for default, the Contractor
shall remove all advertisements from the bus shelters and benches. Upon request, the Contractor
shall also provide a customer list including contact information and itemization of current advertising
to the City for the City’s use in its sole discretion. In addition, if requested by the City the Contractor
shall provide support as reasonably necessary to facilitate a smooth transition of existing customer
accounts to the new firm and to ensure no service disruptions.
12.Survival. To the extent necessary to carry out all of the terms and provisions hereof, the said
terms, obligations and rights set forth herein, shall survive and shall not be affected by the expiration
or termination of this Agreement.
13.Contract Documents, Entire Agreement. This writing, together with the exhibits attached
hereto, constitutes the entire agreement between the parties, their officers, employees, agents and
assigns and supersedes all prior agreements, understandings, warranties or promises between
the parties hereto, whether written, spoken or implied from the conduct of the parties hereto;
provided, however, that in the event the terms of such documents conflict, the requirements of this
writing shall supersede any such previous documents.
14.Benefit. This Agreement is made for the sole and exclusive benefit of the parties and shall
insure to the benefit of their respective survivors, heirs, personal representatives, successors and
assigns. It is not made for the benefit of any third party.
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15.Severability. In the event any covenant, condition or provision of this Agreement is held to
be invalid by final judgement of any court of competent jurisdiction, the invalidity of such covenant,
condition or provision shall not in any way affect any of the other covenants, conditions or
provisions of this Agreement, provided that the validity of any such covenant, condition or provision
does not materially prejudice either party in its respective rights and obligations under the valid
covenants, conditions or provisions of this Agreement.
16.Governmental Immunity Act. No term or condition of this Agreement shall be construed or
interpreted as a waiver, express or implied, of any of the notices, requirements, immunities, rights,
benefits, protections, limitations of liability, and other provisions of the Colorado Governmental
Immunity Act, C.R.S. § 24-10-101 et seq. and under any other applicable law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed,
in duplicate, as of the day and year first herein written.
THE CITY OF FORT COLLINS, COLORADO
By: __________
Gerry Paul, Purchasing Director
Date:
ATTEST:
_________________________
APPROVED AS TO FORM:
______________
LAMAR ADVERTISING OF COLORADO SPRINGS, L.L.C.
By: _______________
Brent Window,
Senior Vice President & Territory Manager
Date:
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12/31/2022
Assistant City Attorney
1/5/2023
City Clerk
EXHIBIT A
INSURANCE REQUIREMENTS
1.The Contractor will provide, from insurance companies acceptable to the City, the
insurance coverage designated hereinafter and pay all costs. Before commencing work
under this bid, the Contractor shall furnish the City with certificates of insurance showing
the type, amount, class of operations covered, effective dates and date of expiration of
policies, and containing substantially the following statement:
“The insurance evidenced by this Certificate will not reduce coverage or limits and
will not be canceled, except after thirty (30) days written notice has been received
by the City of Fort Collins.”
In case of the breach of any provision of the Insurance Requirements, the City, at its
option, may take out and maintain, at the expense of the Contractor, such insurance as
the City may deem proper and may deduct the cost of such insurance from any monies
which may be due or become due the Contractor under this Agreement. The City, its
officers, agents and employees shall be named as additional insureds on the Contractor
's general liability and automobile liability insurance policies for any claims arising out of
work performed under this Agreement.
2.Insurance coverages shall be as follows:
A.Workers' Compensation & Employer’s Liability. The Contractor shall maintain
during the life of this Agreement for all of the Contractor's employees engaged in
work performed under this agreement:
1.Workers' Compensation insurance with statutory limits as required by
Colorado law.
2.Employer's Liability insurance with limits of $100,000 per accident, $500,000
disease aggregate, and $100,000 disease each employee.
B.Commercial General & Vehicle Liability. The Contractor shall maintain during the
life of this Agreement such commercial general liability and automobile liability
insurance as will provide coverage for damage claims of personal injury, including
accidental death, as well as for claims for property damage, which may arise directly
or indirectly from the performance of work under this Agreement. Coverage for
property damage shall be on a "broad form" basis. The amount of insurance for
each coverage, Commercial General and Vehicle, shall not be less than $1,000,000
combined single limits for bodily injury and property damage.
In the event any work is performed by a subcontractor, the Contractor shall be
responsible for any liability directly or indirectly arising out of the work performed
under this Agreement by a subcontractor, which liability is not covered by the
subcontractor's insurance.
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