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HomeMy WebLinkAbout205017 OUTDOOR PROMOTIONS - CONTRACT - RFP - P792 ADVERTISING ON EXTERIOR AND INTERIOR OF BUSES (3)AGREEMENT THIS AGREEMENT, made and entered into this 1 Oth day of March, 2000, 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 has in the past and continues to provide to the City advertising services to arrange for and provide advertising on City bus interior and exterior panels, and bus benches, in exchange for the payment of a royalty fee to the City; and WHEREAS, the Contractor has agreed to carry out a pilot project to test a bus shelter advertising program to determine if such a program would be feasible and desirable to the City and would be received favorably by the public; and WHEREAS, the City wishes to engage the Contractor to erect five bus shelters within the City at such places and under such conditions as are hereinafter specified, and to arrange for advertising thereupon in accordance herewith. 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 the date of execution hereof by both parties through September 30, 2000, unless terminated prior to that date as hereinafter provided. 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 furnish, install, repair and maintain bus shelters in the locations set forth on Exhibit "A", attached hereto and incorporated herein by this reference, conforming to the requirements of this Section (the "bus shelters"). Contractor shall be responsible for providing all materials, supplies, equipment, services, and personnel, at its sole cost and expense and without any cost or expense to the City. 1. All bus shelters to be constructed hereunder shall be completely installed and operable no later than one hundred and twenty (120) days after the execution of this Agreement. 2. Contractor shall be responsible for compliance with all applicable laws, including, without limitation, applicable building codes and regulations and the federal Americans with Disabilities Act (the "ADA"), and Contractor shall be responsible for obtaining at its sole cost and expense, encroachment permits, building permits, or such other regulatory permits or approvals as may be required for the construction of the bus shelters. The construction of a concrete pathway from the bus shelters to an existing sidewalk, and such other related improvements as may be required in order to comply with the ADA, shall be the sole responsibility of the Contractor. 3. The bus shelters shall be constructed in conformance with the "Metropolitan" shelter design developed by Therien Metal Works of Brighton, Colorado, or such other comparable design as shall have been approved in advance by the City. 4. The bus shelters shall contain lighting to illuminate the inner area of each shelter from dusk to dawn, and shall be equipped with one bench and one trash receptacle. 5. Contractor shall furnish any electrical connections and electricity required or used in order to illuminate the bus shelters, at its sole cost and expense. 6. Contractor may subcontract for project management, site preparation, installation and maintenance of the bus shelters, provided that Contractor must supply the names of any subcontractors to the City upon request, and Contractor shall be ultimately responsible for the performance of this Agreement. 7. Contractor will retain ownership of all such shelters throughout the term of this Agreement, provided, however, that unless subsequent to the Agreement the parties have entered into a written agreement otherwise, such bus shelters shall become the property of the City upon termination of this Agreement. 2 b. Contractor,shall maintain the bus shelters in a clean, sanitary and reasonably litter -free condition. Sweeping, cleaning, emptying trash receptacles, removing graffiti, litter and debris shall be completed no less frequently than once every four (4) days. Steam cleaning of pad and sidewalk areas shall be completed no less frequently than once every six (6) months. Contractor shall be responsible for ensuring that all bus shelter locations and access to the nearest sidewalk are promptly cleared of snow for each snowfall of five (5) or more inches. C. Contractor shall repair or replace any damaged or defaced shelters or individual parts thereof, as promptly as reasonably practicable after either Contractor discovers such damage or defacement, or the City notifies the Contractor of the same, but in any event within five (5) days. If the Contractor fails to complete the required repair or replacement within the specified period, the City may make such removal or repair and bill the Contractor for the costs incurred in doing so. d. Each bus shelter shall contain three panels, two of which shall contain space for advertising displays measuring no more than 48" wide and 72" high, positioned to form a triangular display. Such displays shall be used solely for commercial advertising materials as set forth herein. Contractor shall use its best reasonable efforts to obtain revenue generating advertisements for the two advertising display panels on each bus shelter. Except with respect to the monthly fee payable to City pursuant to Section 3.a, below, Contractor shall have the right to retain all revenues generated from the advertising displays on the bus shelters. Contractor shall submit proofs of all proposed advertising to the City in advance, for approval of content and consistency with this Agreement. In the event the City provides written notification to the Contractor than a displayed advertisement is unacceptable to the City, Contractor shall remove such advertisement within forty-eight (48) hours, or, if Contractor has failed to do so, the City may remove the same at its own cost and expense. Contractor shall be prohibited from displaying noncommercial advertising, or the following types of commercial advertising: (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. Payment. In consideration of the right to erect the bus shelters and sell advertising thereupon, the Contractor agrees: 3 a. that upon the receipt of net revenues (gross revenues minus advertising production costs) equal to the lesser of the actual costs incurred by Contractor to construct and install the bus shelters or Forty-five Thousand Dollars ($45,000.00) (the "Recoupment Amount"), the Contractor shall remit to the City by the 15"' of each month an amount equal to ten percent (10%) of the net revenues received by the Contractor from advertising displayed on the bus shelters for the preceding month after having earned the Recoupment Amount. b. 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 for a period of three (3) years beyond the expiration of this Agreement. All such records shall be available to the City at all reasonable times for inspection, review or audit. The Contractor shall cooperate in the completion of any such reviews or audits conducted by or for the City. Any adjustments required as a result of such audits, shall take place during the month in which the audit is conducted. C. The requirements of this Section 3 shall survive the termination of this Agreement for so long as reasonably necessary to effectuate their full completion. 4. Insurance. Contractor shall maintain at all times during the term of this agreement a "commercial general liability" insurance policy with a Combined Single Limit of $1,000,000.00 covering its activities hereunder, which policy shall name the City as an additional insured. Contractor shall also maintain at all times during the term of this agreement a "commercial vehicle liability" insurance policy with a Combined Single Limit of $500,000.00 covering any vehicles used in the provision of services under this Agreement, and shall meet statutory requirements for the provision of worker's compensation insurance. A certificate of insurance for each of these policies shall be submitted to the City, at the time of signing of this agreement. 5. Payment by CiIy Won Termination. In the event that the City and Contractor have not entered into a written agreement providing for the continuation of bus shelter services comparable to those required hereunder at the time of termination of this Agreement, the City shall within forty- five (45) days of such termination pay to the Contractor as partial reimbursement for the Contractor's costs of construction of the bus shelters, an amount equal to the Recoupment Amount less the net revenues actually received by Contractor for the sale of advertising on the bus shelters. The City's obligation ripens after the expiration of the Agreement and shall survive the termination of the Agreement. 6. Removal of Shelters. Contractor shall within thirty (30) days after receipt of written notice from City remove any bus shelters which are located at discontinued bus stop sites. 4 Additionally, Contractor shall relocate any bus shelters to a location determined by the City, within thirty (30) days after its receipt of a written request to do so by City as a result of redevelopment, traffic hazards or changes in bus routes. Contractor shall have the right to remove any bus shelter upon thirty days written notice thereof to City in the event that any city, state, federal or other governmental authority hereafter imposes any rules, regulations or laws which Contractor determines to have the effect of materially diminishing the value of such transit shelter for advertising purposes. In the event of such removal, Contractor shall not be entitled to retain or recover any costs associated with the construction and installation of the removed shelter, and shall be obligated to pay to the City ten percent (10%) of all net revenues received for advertising on the removed shelter. 7. 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 it 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 implied, nor 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. 8. Indemnification. The Contractor agrees to hold harmless and indemnify the City for any and all claims, obligations, liabilities, or causes of action arising from acts or omissions of Contractor, unless the same arise solely from the negligent acts or omissions of the City, its officers or employees. 5 9. 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 by providing written notice of termination to the Contractor. Such notice shall be delivered at least thirty (30) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. 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, and except as set forth in this Section 9.b, the parties shall have no further obligations hereunder. The Contractor shall, within said sixty (60) day period, remove, at its sole expense, all bus shelters from the public ways of the City. During any period of time after cessation of the municipal bus system that the bus shelters remain in place, the Contractor shall continue to be obligated to comply with all terms of this Agreement. 10. Notice. Any notice required to be given under this'Agreement shall be sent postage prepaid, registered or certified mail, return -receipt requested, addressed as follows: City: City of Fort Collins P.O. Box 580 Fort Collins, Colorado 80522 Attention: Transfort General Manager Contractor: Outdoor Promotions, Inc. 5724 S. College Ave. Fort Collins, CO 80525 Attention: Gary Young 11. Binding Effect/Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado and shall be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns. 12. 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. CITY OF FORT COLLINS, COLORADO a municipal corporation By: I . John V Fischbach Manager By: Jame B O'Neill II, CPPO Dire t of Purchasing and Risk Management Date: ATTEST: City Clerk ROV D AS O : Assistant City Attorney ATTEST: -) f,CC cc COR O—RATE SEGO TARN Outdoor Promotions, Inc. By: �6�. PRINT N `tr�v < / o.=ruT CORPORATE PRESIDENT OR VICE PRESIDENT Date: // /0,0 (Corporate Seal) 04/24/2000 15:39 3036934351 DIVERSIFIED COM INSR PAGE 01 A-COCERTIFICATE OF LIABILITY INSURANCE Im ._._...._. PRD�R THIS CERTIFICATE 18 183UED AS A MATTER OF INFORMATION 04/24/2000 Diversified Commerc: °I "nsureL:') ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AMEND, EXTEND OR P.O. Box 461173 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Aurora, CO 80013 '03-693-9343 INSURERS AFFORDING COVERAGE _ _ -URA° Outdoor PromoY'inny — IWURFRA Pinnacol Assurance INSURER B', 5724 S. College Ave. INSURER C Fort Collins, CO 90525 INSURERD— fNSVRER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ,.. __.......... _._._.._.. __._....., LTK TYPE OF RnulARce POU CT NUMBER! U wm GERSiRAL LIABILITY I - EACH OCCURRENCE I COMMERCIAL OENERAL LIATSILITY FIR£ DAIAAGE (ARY RM1ks) S -- CLAIM 9 MADE r—�OCCUP:i MED EW aN Pawn! I _----- PERSONALAAOVMYJURY GENERALAGGREGATE 11 GEKL AGGREGAT`Ef LIMIT APPfLIES PQR' PRODUCTS -COMPIOP AGO-- I --{ POLCr rI I;IE0 L...I A001010 U LIAPUW COMBINED SINGLE LIMIT _ ANY AUTD (Em°aER"M) ALL OWNED AUTOS BODILY INJURY •� A ^ (Pe P~) I _ rua IFrM ItFn AInD:; HIRED AUTOS BODILY INJURY IPwalmwirm I NON-ONTIED AUTOS � _...... W PER MADE I GARABE LMiBEIYY AUTOONLY SAACCIDENT I ANYAUTO I OTHER TILAN EA ACC i i.... _.... AUTO ONLY: AGG $ EXCEERI LJ xu" EACH OCCURRENCE 5-..�......--.-.-..--- OCCUR I CLAIMS MADE - AGOREGATfi DEDUCTIBLE I __ RETENTION S WORK M GOMIPOWTIOM ANO ZW4AYENS UA86NY 407.4701 i 11./24/99 12/01/00 E.L EACH ACCIDENT $100, 000 — A ` FI nWARF. FA FLWI OYES 1500 000 E HOLDER Aaa*aNAL NIYINSO; BtllNml LSTW City of Ft C:;i 1 ins &'transit 300 Laporte Awc Fort Collins, "� 90521 Attn John Stephens ,Fm. 0'7n Fln7 S""W ANT OF THE mmm camOaBED POLICIn BE CANCOUM SBPONE THE EIINVA"M OATH % EDP, THE sum BaumL TNL.L mmmm ow To MAa 3 0 wrs 1RB m NOTICE To THE CER IWATF HOLM NAM® To TM LET, WT►AMUN! YO 00 90 ERIALL BOOBS NO OWAlATM OR LYISIIM OF ANY KW UPON TTIC BMIIERN, ITS AOENfs OR ZORD 73-3 (1197) {� - - - S ACORD CORPORATHM 7 es9 FPOM FAX NO. : Apr. 12 2000 03:52PM P2 CERTIFICATE OF LIABILITY INSURANCE American Family Insurance Company 1:1 American Family MUtU21 insurance Company it selection box Is not checked. 6000 American Pky Madison, Wisconsin 53783-000 1 Agent's Name, Address and Phone Number (AgLIMst) Insured's Name and Address: GENE FRANK AGENCY (0211-309) Outdoor Promotions Inc. 2332 S College Ave 5724 S College Ave Fort Collins, CO 80525-1722 Fort Collins CO 80626 (970) 482-5062 This certificate is Issued as a matter of information only and confers no rights upon the Certificate Molder. This certificate does not amend, extend or after the coverage afforded by the Policies listed below. CtaE mi . ... . ... . . . ... . . ... . . .. Ms -A . .... ...... Q. .1 0� . . . .. .. . .. ....... Wir This is to certify that policies of Insurance listed below have been Issued to the Insured named above for the policy period indicated, notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions, and conditions of such pal iciss. POLICY TYPE TYPE OF INSURANCE POLICY NUMBER LIMITS OF LIABILITY Expiration (Mo , Day, Yr) (NI0,08 Yr) Homeowners/ Bodily Injury and Proper-ty-5s—mage Mobilehorneowners Liability Each Occurrence Boatowners Liability Bodily Injury and Property Damage Each Occurrence Personal Umbrella Liability Bodily Injury and Property Damage Each Occurrence Farm/Ranch Liability rami & Personal UsIbIlity Each Occurrence Farm Employer's Liability Each Occurrence Statutory . . . Workers Compensation and Each Accident Employers Liability Disease - Each Employee Disease - Policy Limit General Liability 09nerai Aggregate $1,000,000 0 Commercial General 05-XS2252-31 12/1011999 1211 =000 Products - Completed Operations Aggregate $ 1,0D0,000 Liability (occurrence) Personal and Advertising Injury $1,000,000 11 Each Occurrence $ 1,000:000 1-1 Fire Damage (Any One Fire) $100,000 Medical Emo y One Person) $6,000 n Businessawners Liability Each Occurrence .. Aggregate # + Automobile Liability Wily Injury - Each Person * Owned Autos (Basic form) Bodily Injury - Each Accident * Owned Autos (Comp form) Property Damage * Hired Autos Bodily Injury & Property Damage Combined 0 Non -owned Autos [3 Garage liability a Excess Liability — Q Commercial Blanket Excess Each Ocourfenoe/Aggregate DESCRIPTION OF OPERATIONS/LOCATION$fVEHICLESIRESTRICTIONSISPECtAL ITEMS The Individual or padiierg shown is lasumd -- elected to be covered as employees under this poiicy, * + Products -Completed Operations aggregate is equal to each occurrence limit and is included in policy aggregate, :NAMEA DA im,1141i 4 - [K Should any of the above described Policies be canceled before the City of Fort Collins expiration date thereof, the company will mail '( 10 days) written notice to the ATTH JOHN STEPHEN Certificate Holder named. 10 days unless different number of days shown, Purchasing Division ❑ This carlifies coverage on the data of issue only. The above described PO Box $80 policies are subject to cancellation in conformity with their terms and by the FOrtC011ing CO 90522 laws of the state of Issue. DATE ISSUED AUTHO ZED REPRESENTATIVE 1. �.. �, . 04/12(2000 . - � 7!7t=— J"-,p 4-'Lej- c.. 1.0 OfuwrV u - CeriJmcaze Folder, uut-itiu to Services, Insured, Agent Stock No. 06568