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Home My WebLink About205017 OUTDOOR PROMOTIONS NEXTMEDIA - CONTRACT - RFP - P793 BUS SHELTERS BENCHES ADVERTISING ON SAMEMYATT BRANDES & GAST PC ATTORNEYS AT LAW CLOCKTOWER SQUARE 323 SOUTH COLLEGE AVENUE, SUITE 1 FORT COLLINS, CO 80524-2845 (970)482-4846 LETTER OF TRANSMITTAL TO: DATE: March 1, 2007 Hand Delivered Kraig S. Ecton, Esq. Fort Collins City Attorney's Office 300 LaPorte Ave Fort Collins, CO 80522 RE: Consents — City of Fort Collins Outdoor Promotions/NextMedia FROM: Barbara D. Zinkhan /� Legal Assistant for Jeffrey J. Johnson bzinkhan@verinet.com The following originals are enclosed. We have not received original signatures from NextMedia, only copies. 1. Consent dated January 9, 2007 re: Proposal No. P-792. 2. Services Agreement (Renewal) dated January 9, 2007 re: Proposal No. P-792. 3. Consent dated January 9, 2007 re: Proposal No. P-793. 4. First Amendment to Services Agreement dated January 9, 2007 re: Proposal No. P-793. ® For your information ❑ Per your request ❑ For signature and return ❑ Per our conversation ❑ For signature, forwarding as noted ❑ For your approval below and return ❑ For correction ❑ Returned for corrections ❑ For distribution ❑ Disapproved ❑ For recording/filing ❑ For your files ❑ For review and comment ❑ For necessary action ❑ For payment ❑ See remarks below REMARKS: Should you have any questions or comments, please do not hesitate to contact us. Thank you. NAWPCUTAOUTDOOR PROMOTTONSMS-NEXTMEDIAIASSET SALMDOCS\CLOSING\CONSENTSTORT COLLIMM-01-07 - LTR OF TRANSMITTAL TO KRAIG ECKTON.DOC OUTDOOR PROMOTIONS, INC., a Colorado corporation By: Gary D. Youn eside Date: ATTEST: Corporate ecretar REVIEWED AND APPROVED: NEXTMEDIA OUTDOOR, INC., a Delaware corporation By:_ Name: Title: H:%\W"JA0utdoor Promorions\005-NextMedia\Asses Sale\Docs\Closing\Cmn I\Fon COIGnsWinals\FIRSTAMENDMENT TO SERVICES AGREEMENT V7401-09-07).dac 4 C'orporaic Secretiry RFV[f:WEll AND APPROVED: NEXTIVIE'DIA OUTDOOR INK coco 10n Nome: By: OU I DOOR PROMO I IONS, INC.. a Colorido corpormon Dn:: Youjw, President I —�,. I, a I I )c, 4 Administrative Services Purchasing Division City of Fort Collins June 18, 2003 Outdoor Promotions Attn: Gary Young 1839 S. Harmony Rd #4 Fort Collins, CO 80525 RE: P792 Advertising Exterior/Interior Buses, P793 Bus Shelters/Benches Advertising Dear Mr. Young; I have enclosed 2 copies each of 2 documents regarding the above captioned matters. Please sign the four (4) copies then return all copies to me. After the signatures have been obtained, a copy will be sent to you. Please contact this office at 970-221-6775, if you have questions. Sincerely, 4amB.O'Nill flCPPO, NIGF P r of Purchasing and Risk Management JBO:cpj Encl: P792- FIRST ADDENDUM TO AGREEMENT (Interior and Exterior Advertising) P793- FIRST ADDENDUM TO AGREEMENT (Bus Benches and Shelters) 215 North Mason Street • 2nd Floor • P.O. Box 580 • Fort Collins, CO 80522-0580 • (970) 221-6775 • FAX (970) 221-6707 CONSENT The City of Fort Collins, Colorado, a Municipal Corporation (the "City"), hereby consents to the assignment of that certain Services Agreement dated September 1, 2001, (which Contract references Request for Proposal No. P-792) by -and between the City and Outdoor Promotions, Inc., a Colorado corporation (the "Contract"), as extended by that certain Services Agreement Renewal effective September 7, 2006 by and between the City and Outdoor Promotions, Inc., a Colorado corporation (the "Assignor") from Assignor to NextMedia Outdoor, Inc., a Delaware corporation (the "Assignee"), and acknowledges that Assignee shall assume only those liabilities and obligations under the Contract arising from and after the assignment from Assignor to Assignee. CITY OF FORT COLLINS, COLORADO a municipal corporation By: Jan,4s. O'Neill 11, CPPO Di or of Purchasing and Risk Management Date: 6 H%WPCUIf\Wdoor Promaians\005-NealMedia\Asses Sale\Do sTlosin8\Consenl\Fo" Collins\Finals\Pon Collins Consent KFP No P-792 112-08-06).doc SERVICES AGREEMENT (Renewal) THIS SERVICES AGREEMENT RENEWAL is made and entered into to be effective as of September 7, 2006, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation (the "City"), and OUTDOOR PROMOTIONS, INC.,. a Colorado corporation (the "Contractor"), to extend that certain Services Agreement dated September 1, 2001. RECITALS WHEREAS, the City and the Contractor are parties to that certain Services Agreement dated September 1, 2001, entered in response to the City's May 11, 2001 Request for Proposal No. P-792, regarding the sale of advertising space on the exterior and in the interior of TransFort Buses (the "Contract"); and WHEREAS, the City and the Contractor desire to extend the term of the Contract in accordance with the letter agreement dated September 7, 2006, a copy of which is attached hereto as Exhibit A and incorporated herein by reference. NOW, THEREFORE, in consideration of the mutual covenants and obligations herein expressed, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, it is agreed by and between the parties hereto as follows: 1. The Contract is extended for one (1) additional term of five (5) years, from October 1, 2006 through September 30, 2006. 2. All other terms and conditions contained in the Contract are hereby ratified and remain in full force and effect. CITY OF FORT COLLINS, COLORADO a municipal corporation By: Z- �� J e B. O'Neill I1, CPPO Vfor of Purchasing and Risk Management Date: 710 7 OUTDOOR PROMOTIONS, INC., a Colorado corporation By: to Gary . Yoi g Presid Date: / 20(16-TT-k16 12:33 Outdoor Promotions 970-225-1560 >> 4823038 P 212 Exhibit A to Services Agreement (Renewal) Administrative Services Purchasing Division September 7, 2006 Outdoor Promotions, Inc. 4405 W. Sunset Road Las Vegas, NV 89118 oy2unn9boutdooronomationstnc corn Attn: Gary D. Young, President / CEO Re: Renewal, #fP792 Advertising on Exterior & interior of Buses Dear Mr. Young: The City of Fort Collins has elected to renew Bid #P792 Advertising on Exterior & Interior of Buses for the City of Fort Collins with your firm. The terms And conditions of this renewal will be the some as stated In the original bid documents. The term will be extended for five (5) additional years, October 1, 2006 through September 30. 2011. If the renewal is acceptable to your firm, please sign this letter in the space provided and return it to the City of Fort Collins, Purchasing Division, P. O. Box 580, Fort Colons, CO 85022-0580, within the next fifteen days. If delivered, please deliver to 215 North Mason Street, 2nd Floor, Fort Collins, CO 80524. If this extension is not agreeable with your firm. we ask that you send us a written notice stating that you do not wish to renew the contract and state the reason for non -renewal. If you have any questions regarding this matter, please contact Ed Bonnette, C-P.M., CPPB, Buyer at 970-416-2247. Sincerely. a S. O'Neill 11, CPPO, FNIGP ctor of Purchasing and Risk Management /I Sig 7— - I pate �—_ (Please indicate your desire to renew Bid SP792 by signing this letter and returning it to Purchasing Dlvtsion within the next fifteen days.) 215 North Mason Street - 2nd Floor • P.U. Box 580 • Fort Collins, CO 80532.0590 • (970) 221.6775 • FAX (9711) 221-6707 CONSENT The City of Fort Collins, Colorado, a Municipal Corporation (the "City"), hereby consents to the assignment of that certain Services Agreement dated September 1, 2001, (which Contract references Request for Proposal No. P-793) as amended by that certain First Amendment to Services Agreement dated January 9, 2007, by and between the City and Outdoor Promotions, Inc., a Colorado corporation (the "Contract"), from Outdoor Promotions, Inc., a Colorado corporation (the "Assignor") to NextMedia Outdoor, Inc., a Delaware corporation (the "Assignee"), and acknowledges that Assignee shall assume only those liabilities and obligations under the Contract arising from and after the assignment from Assignor to Assignee. CITY OF FORT COLLINS, COLORADO a municipal corporation By: �D J B. O'Neill 11, CPPO tUdetor of Purchasing and Risk Management Date: /Z 9 zo H9WPCUi1\Dutdoor Pronnotions\005-NextMedia Asset Sale\Dots\Closing\ConsenlTon Collins\FinalsTon Collins Consent RFP No P-79; (01-09-07)Aoc FIRST AMENDMENT TO SERVICES AGREEMENT THIS FIRST AMENDMENT TO SERVICES AGREEMENT is made and entered into this 9'h day of January, 2007, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, (hereinafter referred to as the "City"), and OUTDOOR PROMOTIONS, INC., a Colorado corporation, (hereinafter referred to as the "Contractor"). RECITALS WHEREAS, the City and the Contractor are parties to that certain Services Agreement dated September 1, 2001, entered into in response to the City's May 11, 2001 Request for Proposal No. P-793, regarding providing bus shelters and sale of advertising space on same ("Contract"); and WHEREAS, the City and the Contractor desire to amend the Contract as provided herein conditioned upon the City's simultaneous consent to an assignment of said Contract, as amended hereby, by Contractor, as Assignor, to NextMedia Outdoor, Inc., a Delaware corporation, as Assignee; and WHEREAS, NextMedia Outdoor, Inc., has reviewed and approved this First Amendment to Services Agreement solely for the purpose of acknowledging the responsibility of the Contractor, or any successor in interest to Contractor following the City's consent to an assignment of the Contract, to comply with these amendments and complete the items noted specifically in Section 4 below. NOW, THEREFORE, in consideration of the mutual covenants and obligations herein expressed, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, it is agreed by and between the parties hereto as follows: 1. Contract Section 3.b. is amended to delete the One Hundred Thousand Dollar ($100,000.00) minimum guaranteed amount. The minimum guaranteed amount for advertising under this Contract shall be One Hundred Dollars ($100.00) per advertising bench, per year installed under this Contract, and Seven Hundred Sixty -Two Dollars ($762.00) per advertising shelter, per year installed under this Contract. To calculate the minimum guaranteed amount, the Contractor shall count the actual number of benches and shelters installed as of March 31, June 30, September 30, and December 31 of each calendar year. The minimum guaranteed amount for bench advertising under this Contract shall be calculated by multiplying the average number of benches installed each year (i.e. defined as the sum of each quarterly total divided by four (4)) by One Hundred Dollars ($100.00). The minimum guaranteed amount for shelter advertising under this Contract per year shall be calculated by multiplying the average number of shelters 'installed each year (i.e. defined as the sum of each quarterly total divided by four (4)) by Seven Hundred Sixty -Two Dollars ($762.00). By January 10 of each year, Contractor shall calculate for the prior year the actual minimum guaranteed amount for bench advertising and for shelter advertising under this Contract, and shall compare this total to the actual revenue paid to the City for the prior year. Any deficiency between the minimum guaranteed amount due and the actual revenue paid to the City shall be paid by the Contractor to the City on or before January 20 each year. 2. Contract Section 3.d. is deleted in its entirety and replaced with the following: 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. In addition to the foregoing, Contractor shall provide the City three (3) additional benches and three (3) additional shelters. The City may identify locations, where advertising is not permitted, for these benches and shelters and Contractor will install the benches and shelters in those locations. 3. The parties acknowledge that the providing of amenities, bus benches or shelters for the public is a primary purpose for this Agreement, and that the failure to install, maintain, clean, and replace an amenity defeats the purpose of the Agreement. When the City has identified in writing a location that is not in material compliance with the terms of this Agreement, Contractor has ten (10) days to bring that location into material compliance. If Contractor believes the remedy requires more than ten (10) days, the Contractor shall provide written notification to the City and propose a reasonable schedule to bring that location into material compliance. The parties agree to continue reasonable discussion until a solution is reached. If Contractor fails to bring the location into material compliance a monetary charge of Fifteen Dollars ($15.00) per day per amenity will apply. However, no monetary charge shall accrue during the ten (10) day cure -period set forth above, during any period of time that Contractor takes reasonable action and thereafter diligently prosecutes such action to completion, or during the parties' reasonable discussions. The City, Contractor, and NextMedia hereby each individually acknowledges that as of the date hereof such party knows of no locations that are not in material compliance with the terms of this Agreement. 4. Contractor shall within the time frame noted below use its commercially reasonable efforts to perform, or cause the performance of, the following obligations in accordance with the terms of the Agreement: a. install five (5) shelters and seventeen (17) benches in areas where advertising is not permitted by June 30, 2007, and install one (1) more additional shelter in an area where advertising is not permitted by December 31, 2007. The installation of the shelters and the benches described in the preceding sentence shall satisfy the requirement to provide three (3) additional benches and three (3) additional shelters contained in Section 2 hereof, b. install eight (8) benches in areas where advertising is permitted by June 30, 2007; and, c. install fourteen (14) shelters in areas where advertising is permitted as follows: i. a cumulative total of no less than two (2) shall be installed by June 30, 2007; ii. a cumulative total of no less than eight (8) shall be installed by September 30, 2007; and, iii. all fourteen (14) shall be installed by December 31, 2007. The additional shelters and benches required under this Section 4 are to be installed on existing Transfort routes as of the date of this Amendment, which existing Transfort routes H:\WPCWAOn1dOOr PM.1. ns\005-Ne%rMed W Assm Sa1e\DocsW1osmg\Consem\Pon Co1Iins7jna1sBTRST AMENDMENT TO SERVICES AGREEMENT V7 (01-09-071. doc PI specifically include Route Number 16 generally located on Harmony between College and the Hewlett Packard campus. Future shelters and benches that may be installed on the two (2) new anticipated Transfort routes are not counted toward compliance with this Section 4. The two (2) new anticipated routes are: (1) East Prospect; and, (2) Timberline between Prospect and Harmony. The Contractor and the City specifically agree and acknowledge that the obligations set forth in this Section 4 arise from and after any assignment of said Contract by Outdoor Promotions Inc, as Assignor, to NextMedia Outdoor, Inc., as Assignee. 5. The Agreement is amended to provide that Contractor agrees to remit to the City payments, as otherwise provided under the Agreement, for all benches and shelters within the Transfort system, as such system may change from time to time, regardless of whether or not said benches or shelters are located within the jurisdictional limits of the City or within unincorporated Larimer County, Colorado. 6. This First Amendment to Services Agreement may be executed in counterparts. Facsimile signatures shall be treated as originals. The parties hereby agree to provide original signatures within thirty (30) days of the date set forth above. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed, in duplicate, as of the date and year first herein written. CITY OF FORT COLLINS, COLORADO a municipal corporation By: Ja es . O'Neill 11, CPPO Di or of Purchasing and Risk Management Date: I ` /-0 7 H.IWPCUJJ\Ouldoor Promorlons\005.NPgMcdi.lAnnr Sa1e0ocsWIosin8\CWWnt\Fo0 CollinsTinalsWIRST AMENDMENT TO SERVICES AGREEMENT V7 (01-09-07).doc 3