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HomeMy WebLinkAbout205017 OUTDOOR PROMOTIONS - CONTRACT - RFP - P793 BUS SHELTERS BENCHES ADVERTISING ON SAME (7)AGREEMENT THIS AGREEMENT, made and entered into this day of , 1995, by and between THE CITY OF FORT COLLINS, COLORADO, a municipal corporation, hereinafter referred to as "the City" and OUTDOOR PROMOTIONS, L.L.C., a Colorado limited liability company, hereinafter referred to as "the Contractor." WITNESSETH: WHEREAS, the Contractor submitted the sole responsive proposal to the City's June 16, 1995, Request for Proposal No. P-535, regarding Transfort Bus Benches; and WHEREAS, the Contractor has agreed to reasonable conditions and restrictions upon said bus benches including advertising to be placed thereon; and WHEREAS, the City wishes to permit the contractor to erect bus benches within the City at such places and under 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 from the date of execution hereof, unless terminated prior to that date as hereinafter provided. Notwithstanding the foregoing, the Contractor shall have the option, absent any default in his performance of the obligations hereunder, to renew this Agreement for two (2) additional successive five (5) year periods upon written notice to the City at least sixty (60) days prior to the above termination date or the date of termination of the first extended five (5) year term, provided, however, that the City may refuse to extend the Agreement if the City in its sole discretion so chooses. 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. Contractor agrees to provide bus benches conforming to the requirements of this Section at all approved Transfort bus stops. Contractor will retain ownership of all such benches throughout the term of this Agreement, and shall be responsible for removal of any such benches upon termination of this Agreement. b. Contractor agrees to make a "good faith" effort to sell appropriate advertising space on the bus benches. Advertising must be sold on all benches except on the benches reserved for the City. Advertising space on the backrest of each bench shall be two (2) feet in height and six (6) feet in length. No bench will be placed closer than four (4) feet from the curb line. C. Contractor agrees to be solely and completely responsible for the maintenance, repairs, upkeep and placement of all benches which are to be kept in good condition at all times. The Contractor must provide all bench and bench location maintenance including: (i) All bench locations and access to the nearest sidewalk will be cleared of snow for each snowfall of five (5) or more inches, as determined by the Transfort Manager. (ii) All benches and their locations will be thoroughly cleaned of trash, dirt, debris, and graffiti on a weekly basis, or more frequently as needed or upon request of the Transfort Manager in response to special circumstances, including without limitation acts of vandalism. d. Contractor agrees that upon receipt of written notice of a bench needing repair, the Contractor shall repair or remove such bench within five (5) days. If the Contractor fails to repair or remove said bench within the specified period, the City may remove or repair such bench and bill the Contractor for the costs incurred. e. Contractor agrees to bear all costs relating to the operation of the bench project. f. Contractor agrees not to place any bench in the City prior to receiving written approval from the City for the placement of each individual bench. Once such approval has been obtained, no subsequent modification of any bench shall be permitted as to color, size, design, materials, advertising or location, without written approval by the City. In reviewing any request by the Contractor for approval or modification of each individual bench, the City shall consider, but not be limited to, the following factors: (i) The size of the bench; (ii) The design of the bench; (iii) The materials used for the construction of the bench; (iv) The appearance and content of the advertising to be displayed; (v) The placement of the bench with respect to pedestrian and vehicular traffic; and (vi) The need for the bench. With regard to the amount, kind and location of colors on each bench, the parties acknowledge that the colors generally in use upon benches currently situated within the City consist in design and appearance a beige background, brown or hunter green border, and black lettering. The City acknowledges that this use on existing benches Oil of color and design is acceptable to the City and the Contractor agrees that such shall be the standard background color and design for all existing benches, until such time as any existing bench is replaced or upgraded or any new bench location is added, at which time such bench must be made to conform with the new bench design as described in Exhibit "A", attached hereto and hereby made a part of this Agreement. g. Additional color will be permitted on individual benches by the City only when such additional color meets the following criteria: (i) The area containing such additional color shall be limited in size to no more than two (2) square feet regardless of the actual overall size of the advertising display on the bus bench. (ii) Colors which may be used are limited to green, red, white, blue, orange or yellow and customary shades thereof. Only one shade of each color will be approved for use city wide. (iii) No more than three colors may be used on any one bench in addition to the standard background colors. h. Contractor shall be prohibited from displaying: (i) advertising of alcohol or tobacco products; (ii) advertising that promotes illegal activities or transactions; (iii) advertising that is misleading or deceptive; (iv) advertising that constitutes a public nuisance or obscenity. 3. Paymen In consideration of the right to erect bus benches and sell advertising thereupon within the City, the Contractor agrees: a. To remit to the City at the end of each quarter an amount equal to fifteen percent (15%) of the gross revenues received by the Contractor from advertising displayed on the Contractor's bus benches at Transfort bus stops. The City shall 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. b. To maintain such books, records, documents, and other evidence and accounting procedures and practices as may be necessary to reflect the services Rl 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. C. To allow to the City the use of up to seven and one-half percent (7%2%) of bus benches within the City's rights -of -way, at the City's discretion for transportation related advertising; 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 limits 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 bench 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. 4 7. 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. The Contractor shall, within said sixty (60) day period, remove, at its sole expense, all bus benches from the public ways of the City. During any period of time after cessation of the municipal bus system that the bus benches remain in place, the Contractor shall continue to be obligated to comply with all terms of this Agreement. 8. Entire Agreement. This writing constitutes the entire agreement between the parties and supersedes all previous agreements and addendums thereto. 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 a municipal corporation James B. O'Neill II, CPPO Director of Purchasing and Risk Management 5 ATTEST: City Clerk Approved as to form: Assistant City Attorney OUTDOOR PROMOTIONS, L.L.C. a Colorado limited liability company Gary Young Its President/CEO/Manager No Text