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HomeMy WebLinkAboutAddenda - RFP - P792 ADVERTISING ON EXTERIOR AND INTERIOR OF BUSESAGREEMENT THIS AGREEMENT, made and entered into this day of , 2001, 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." WITNESSETH: WHEREAS, the Contractor submitted the sole responsive proposal to the City's October 9, 1995, Request for Proposal No. P-548, regarding sale of advertising space on the exterior and in the interior of Transfort buses, and has provided services to the City pursuant to the Agreement between the City and Contractor's predecessor in interest, OUTDOOR PROMOTIONS, L.L.C., and dated as of December 21, 1995, which Agreement was extended through February 2001 by an ADDENDUM thereto; and WHEREAS, the Contractor has agreed to provide the exterior and interior Transfort advertising services for a new term beginning March 1, 2001, and extending through May 31, 2001, 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 new 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 from March 1, 2001, through May 31, 2001, unless terminated prior to that date as hereinafter provided. 2. Scone 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. Contractor agrees to make a "good faith" effort to sell appropriate advertising space on the exterior and interior of Transfort buses. Throughout the term of the Agreement, advertising must be sold on no less than ninety-seven percent (97%) of all advertising spaces on all buses, excluding advertising spaces reserved for the City in accordance with Paragraph 3(e), below. b. Contractor agrees to be solely and completely responsible for the maintenance, repairs, and upkeep of all exterior and interior bus advertising panels. C. Contractor agrees to be solely and completely responsible for the fabrication of bus advertising panels, both exterior and interior, 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", unless the City grants to Contractor express written percussion 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. The City shall be responsible for placement of all advertising on 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 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 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. 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; 2 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. 3. ner ti . 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 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 the advertising displayed on Transfort buses. 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 to the City a minimum amount for advertising under this Agreement of no less than Thirty Four Thousand Three Hundred Seventy Six Dollars ($34,376.00), less any national account advertising agency fees allowed in accordance with the above Paragraph 3(a). C. To maintain such books, records, documents, and other evidence and accounting procedures and practices as may be necessary to reflect the services performed by it pursuant to this Agreement. All such records shall be available to the City at all reasonable times for inspection, review or audit. d. That the City shall be entitled to conduct, and Contractor shall cooperate in the completion of annual audits of Contractor's receipts. Any adjustments required as a result of such audits, shall take place during the quarter in which the audit is conducted. e. To allow to the City the use of up to one interior bus advertising space on each bus, at the City's discretion; provided, however, that the City shall not have the right to displace existing advertisements for its own use. 4. Insurance. The Contractor agrees to designate the City as an additional named insured upon a 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. 5. 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. 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 agrees to hold harmless and indemnify the City for any and all claim, obligation, liability, or cause of action arising from any operation of the Contractor. 7. 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: To Contractor: Gary D. Young Outdoor Promotions, Inc. 5724 South College Ave. Fort Collins, CO 80525 To City: Transfort Manager 6570 Portner Road Fort Collins, CO 80525 4 Early Termination. a. In the event of any 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 of the Contractor shall become null and void. b. In the event that the City should, for any reason whatsoever, cease to operate its municipal bus system (Transfort), then this Agreement shall, within sixty (60) days of such cessation, terminate and become null and void. 9. 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 6, shall survive and shall not be affected by the expiration or termination of this Agreement. 10. 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 terns of such documents conflict, the requirements of this writing shall supercede any such previous documents. 11. Benefit. This Agreement is made for the sole and exclusive benefit of the parties and shall inure to the benefit of their respective survivors, heirs, personal representatives, successors and assigns. It is not made for the benefit of any third party. 12. Severability. In the event any covenant, condition or provision of this Agreement is held to be invalid by final judgment 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 invalidity 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. COLORADO THE CITY OF FORT COLLINS, a municipal corporation By: r, 136"L fe . O'Neill II, CPPO for of Purchasing and Risk Management OUTDOOR PROMOTIONS, Inc. a Colorado corporation By: Gary Yo g Its President EXHIBIT A outcloo,2 �� Pr. omoflons, Inc - Ft Cow 81,744 400 39 $2160 $2052 $1944 S1375 300 27 $1728 $1620 $1560 $1450 200 18 31220 S1150 $1080 $1000 100 9 $650 $610 $575 t540 75 7 $525 $300 $475 $434 50 5 5400 $380 3360 1320 25 3 $270 $258 S246 $230 Cti"WM 53,687 200 18 $900 $8" $804- $756 100 9 $469 S444 $420 $306 75 7 $385 $364 $343 $322 50 5 $292 $274 957 $240 25 3 S18S $172 S161 $150 Ftcoum$ 81.744 125 10 $2700 $2532� $2366 =00 n®CO� 6275 300 8 $2200 $2068 $1934 $1800 75 6 $1680 $1580 $1480 SIM 50 4 51169 51092 $1026 $960 25 2 $600 $567 5534 $500 Loveland 45,728 123 10 S1S90 $1820 $1750 $1680 100 8 51600 $1531 $1463 $1395 75 6 $1295 $1232 $1150 $1080 SO 4 $950 $882 $816 $750 25 2 $495 $W $430 $395 Ft COW= Tamk& P40T 10� - $220 $M S2m TO* 15edem Stc9 $231 $U1 $211 111249R UeA "04 $241 $w Sm R C ow Sbat Heavy 10+ 3173 $169 Sim S"K meth® 5to9 $202 $191 S181 Sheet w 1104 5225 $20 $204 A NOW cab %navy 10� bk54 $t43 MR Qab Medhm 5m9 $171 $161 SL57 Qub Lot 14i4 $194 $184 S174 Ft e P�sas l4ar $iw yyp MONSOON S,4aa CostPer 4 MAPertod 1tWeekPoW �1 I 6taa2 S90peroe Mperad l�n $Sso S975 pcai 1 zit 3Sade I2eAe $%mad S85pmffi S1wPerd S90Pered e�"4 wo Pwad Si90 szisPer e4 Anmtd ridership ofR Collins buses is 1034g541 based on 1M repo&