HomeMy WebLinkAbout205017 OUTDOOR PROMOTIONS - CONTRACT - RFP - P792 ADVERTISING ON EXTERIOR AND INTERIOR OF BUSES (2)SERVICES AGREEMENT
THIS AGREEMENT made and entered into this 15' day of September, 2001, by and
between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred
to as the "City" and Outdoor Promotions, Inc., hereinafter referred to as "Contractor".
W ITNESSETH:
WHEREAS, the Contractor submitted a proposal in response to the City's May 11, 2001,
Request for Proposal No. P- 792, regarding sale of advertising space on the exterior and in the
interior of Transfort Buses.
WHEREAS, the Contractor has agreed to provide the exterior and interior Transfort
advertising services for a term beginning September 1, 2001, through September 30, 2006, subject
to reasonable conditions and restrictions upon said advertising as set forth herein; and
WHEREAS, the City wishes to permit the Contractor to place advertising on and in Transfort
buses under the terms of this agreement for the term hereof, subject to such conditions as are
hereinafter specified.
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 five (5) years unless
terminated prior to that date by the City by written notice to Contractor at least sixty (60) days prior
to the expiration of any annual term, or as otherwise as hereinafter provided. Not withstanding the
foregoing, and, upon mutual agreement of both parties, the Contractor and the City shall have the
option, absent any default in his performance of the obligations hereunder, to renew this agreement
for five (5) additional years upon written notice from the City at least sixty (60) days prior to the
above termination date or the date of termination of the first five year (5) year term, subject to
1
U net rotes
outclooa I0
paomoffcwu, Inc.
Ft Comics 94,932
200 (Big 1Td)
20
$1580
$1520
$1460
$1400
100
12
$1080
$1044
$1008
$972
75
9
$837
$810
$783
$756
50
6
$576
$558
$540
$522
25
3
$297
$288
$279
$270
1-2
$125 each
$125 each
$125 each
$125 each
Cbeyeane 53,697
200 ft ut)
20
$950
$899
sm
$800
100
9
$468
$144
$420
$396
75
7
$385
$364
$343
$322
50
5
$292
$274
$257
$240
25
3
$185
$172
$161
$150
Ft Comm K932
100
12
$3178
$2970
$2776
$2595
75
9
$2448
$2288
$2138
$1998
50
6
$1680
$1580
$1480
$1380
25
3
$900
$850
$803
$750
Lovelmd 45,728
100
8
$1600
$1531
$1463
$1395
75
6
$1295
$1232
$1150
$1080
50
4
$950
$882
$816
$750
25
2
$495
$465
$430
$395
1
$250
$250
$250
$250
Ft Comore 7hltigld.
Heavy
10+
$204
7Bdbgls.
Madman
5t09
$215
TAITH&
11ght
1 to 4
$225
Ft Comore
Sheet
Heavy
10+
$173
Sheet
Mednan
St09
$192
Comors Stmet
Light
1 to 4
$215
Curb
Heavy
10+
$163
Ft Colors Cmb
Mednm
5t09
$181
Cott
14tit
1t04
$204
hm BUS
1-10+
$100
icenorranecs ,,.. .. la1[ "
VERA E' PER Bus 12 23 7Mil
SIZE
1> xlolls
$195
$184
$205
$195
$215
$204
$162
$153
$181
$171
$205
$194
$153
$144
$171
$161
$194
$184
Sppaoce CostPer
4Week Period
5550 $475perad
m $375per ad
M50 S275perad
a
approval of such extension by the City Council of the City and, provided, however, that the City may
refuse to extend the Agreement in its sole discretion.
2. Scope of Service. The Service Provider agrees to provide the following services to at least
the extent indicated, with such limitations as provided in this Agreement.
Contractor agrees to make a "good faith" effort to sell appropriate
advertising space on the framed advertising areas of the exterior and
interior of Transfort buses or other locations as specified by the City
representative. Throughout the term of the Agreement, advertising must
be sold on no less than eighty-five percent (85%) of all interior
advertising spaces and no less than eighty-five percent (85%) of exterior
advertising spaces on all Transfort buses, excluding advertising spaces
reserved for the City. Contractor shall use its best efforts to market
combination packages (inside/outside advertising) on Transfort buses.
b. At all times during the performance of this Contract, Contractor shall
strictly adhere and conform to all applicable federal, state and local laws,
rules, regulations, ordinances and orders that have been or may
hereafter be established.
c. Contractor agrees to be solely and completely responsible for the
fabrication, maintenance, repairs, and upkeep of all exterior and interior
bus advertising panels to include the placement of all ads on Transfort
buses and for removing outdated ads from buses and to deliver any such
panels to the Transfort facility at 6570 Portner Road at least seven (7)
Transfort working days prior to any contractual placement of advertising on
any Transfort bus.
d. Contractor agrees that all advertising shall be sold at the rates set forth on
the rates sheet attached hereto as Exhibit "A" and incorporated herein by
this reference. Contractor may not charge any rates or fees except as
listed in Exhibit "A", attached hereto and incorporated herein by this
reference, unless the City grants to Contractor express written permission
to deviate from such rates.
e. Contractor agrees to bear all costs relating to the arrangement for and
preparation of bus advertising for Transfort buses.
f. 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 in Transfort buses based on aesthetic
considerations within the sole discretion of the City.
g. 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 and in City -owned
buses; (2) maintain a neutral position on political, religious and ideological matters;
and (3) limit advertising to 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.
h. Contractor must provide to the City representative a copy of his City sales tax
license and comply with all applicable sales and use tax regulations.
Contractor shall pay for any and all space used by Contractor for any advertising
purpose, and any such use must conform to all other requirements of the
contract.
Advertising hereunder may not include or constitute the following:
advertising that primarily conveys a political, religious, ideological or
other non-commercial message;
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; and
vii. any advertising reasonably determined to be inconsistent with the
above -stated objectives of the advertising program.
viii. advertising that is not in compliance with the City sign code
2. Payment. In consideration of the right to sell advertising on and in Transfort buses,
the Contractor agrees:
a. To remit to the City within ten (10) days after the end of each month throughout the term of
this Agreement an amount equal to Fifty One percent (51 %) of the gross revenues received by the
Contractor during that period from advertising displayed on Transfort buses, to include an itemized
invoice listing all companies and amounts they are paying. Contractor may adjust its gross revenues
by subtracting fees paid to national account advertising agencies, provided, however, that no
adjustment for any such fee may exceed Fifteen percent (15%) of the quarterly gross revenues from
the advertising account for which the fee is charged.
b. To pay the City a minimum guaranteed amount for advertising under this Agreement
of no less than Fifty Thousand Dollars ($50,000.), per contract year. Any additions or deletions will
result in the same percentage increase or decrease in the annual guarantee amount.
C. Contractor shall at all time during the term of this Contract maintain such detailed and
accurate books and records as shall sufficiently and properly reflect all direct costs of any nature
on the performance of this Contract, and shall utilize such bookkeeping procedures and practices
as will reflect these costs. All books and records shall be subject, at any reasonable time, to
inspection, audit or copying by City personnel, or such independent auditors or accountants as are
designated by the City. Contractor shall cooperate in the completion of any audits. Any adjustments
required as a result of such audits, shall take place during the quarter in which the audit is
conducted.
4
d. To allow to the City the use of five (5) interior advertising spaces per bus and ten (10)
exterior bus advertising spaces at no cost to the City for the use of such spaces or for production
and material cost, for advertising and public announcements at the City's discretion, up to 3 changes
per face for year. Such cost will be born by the Contractor.
3. Insurance. The Contractor agrees to designate the City as an additional named
insured upon a Commercial general liability insurance policy with not less than Five Hundred
Thousand Dollars ($500,000) combined single limit coverage. Such general liability insurance shall
remain in full force and effect during the term of this Agreement and any renewal thereof. The
Contractor agrees to provide evidence of such liability insurance prior to the placement of any bus
advertising pursuant to this agreement.
4. Conditions of the Agreement. It is further agreed by and between the City and the
Contractor as follows:
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.
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.
the Contractor.
d. This Agreement shall not constitute an exclusive franchise for the benefit of
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
5
Contractor.
5. Indemnification. To the extent authorized by law, 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 it 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.
6. Notices. Notices permitted or required to be given shall be in writing and shall be
deemed given upon personal delivery 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:
City:
Rick Tensley, CPPB, Buyer
City of Fort Collins
PO Box 580
Fort Collins. CO 80522
Service Provider:
Outdoor Promotions, Inc.
5724 South College Avenue
Fort Collins, Colorado 80525
Attn: Gary Young, President
7. Early Termination.
a. In the event of any unresolved default or recurring defaults within 180 days
of original default by the Contractor under the terms and conditions of this Agreement, the City may
terminate this Agreement within thirty (30) days after written notice setting forth the nature of the
default is delivered to the Contractor. If this Agreement is terminated as herein provided, all rights
n
of the Contractor shall become null and void.
b. In the event that the City determines, for any reason whatsoever, to
discontinue the use of City bus system vehicles for paid advertising, the City may terminate this
Agreement by providing written notice to Contractor of such termination no fewer than sixty (60)
days in advance of the date of termination, provided, however, that such event the Contractor shall
be entitled to retain ninety percent (90%) of all revenues generated from advertising sold during the
sixty (60) days just prior to such termination date.
8. Survival. To the extent necessary to carry out all of the terms and provisions hereof,
the said terms, obligations and rights set forth herein, including Paragraph 5 , shall survive and shall
not be affected by the expiration or termination of this Agreement.
9. 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 supercede any such previous documents.
10. 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.
11 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed,
in duplicate, as of the day and year first herein written.
CITY OF FORT COLLINS, COLORADO
a municipal corporation
-
v1 f—
By:
Jam s B. 'Neill III, CPPO
Direc r Purchasing Risk Management
/and
Date:
ATTEST:
City Clerk
Approv4 as to orm:
Assistant ity Attorney
By:
Gary Y61rPresiont
Date:
(Corpbrate Seal)
ATTEST:
P �ET
EXHIBIT "A"
2=net rotes
J
outdooax.r
p4oflons, Mc.
Ft Collins
94,932
200 ft Fit)
20
$1580
$1520
$1460
$1400
100
12
$1080
$1044
$1008
$972
75
9
$837
$810
$783
$756
50
6
$576
$558
$540
$522
25
3
$297
$288
$279
$270
1-2
$125 each
$125 each
$125 each
$125 each
Choyeone
53,687
200 ft Hd)
20
$950
$899
$848
$8pp
100
9
$468
$444
$420
$396
75
7
$385
$364
$343
$322
50
5
$292
$274
$257
$240
25
1 i
1 St AS
I tl79
1 <aar
er cn
f'
i III I
I
Sbace Cost Per 4 Week Period
Ft CaJbos
94,932
100
12
$3178 $2970
$2776
$2595
E°�..$
N cOfiwwa :3V32300
75
9
$2498 $2288
$2138
$1998
50
6
$1680 $1580
$1480
$1380
25
3
$900 $850
$803
$750
Loveland
45,728
100
- 8
$1600 $1531
$1463
$1395
75
6
$1295 $1232
$1150
$1080
50
4
$950 $882
$816
$750
25
2
$495 $465
$430
$395
1
$250 $250
$250
$250
Ft Colrms 7Ailight
Heavy
1(4
$204—.
$195
$184
TOW
Me&=
5t09
$215
$205
$195
7fiiW
lid.
1t04
$225
$215
S204
Ft Comm
Sheet
Heavy
10+
$173
$162
$153
Sheet
Medium
5t09
$192
$181
$171
Ft Comm Street
light
1t04
$215
$205
$194
Cmb
Heavy
10+
$163
$153
$144
Ft CaRins Cmb
Me&=
5t09
$181
$171
$161
Gab
light
1t04
$204
$194
$184
MIFH-BUS
1.30+
$100
$90
$80
' f f
er
od
S 'ce Cost Per 4 Week Period
f f I 4Wwk P
t
•
ad
ad
35ads
Medim $$95pperaadd $$85 pperad
I.
l0tenn�fiste a o t3�s aid
I
light 12 ads a100perad $90perad
450s $550 a27s per ad