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HomeMy WebLinkAbout10750RESOLUTION NO. 10750 A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, AND THE LAMAR CORPORATION D /B /A/ LAMAR TRANSIT ADVERTISING OF BATON ROUGE, LOUISIANA, RELATING TO TRANSIT PASSENGER SHELTERS WITH ADVERTISING BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1 The Agreement dated as of June 12, 2006 between Pueblo, a Municipal Corporation and Lamar Transit Advertising Corporation relating to transit passenger shelters with advertising, a copy of which is attached hereto and incorporated herein, having been approved as to form by the City Attorney, is hereby approved. SECTION 2 The President of the City Council is authorized to execute and deliver the Agreement in the name of the City and the City Clerk is directed to affix the seal of the City thereto and attest same. INTRODUCED June 12, 2006 BY Randy Thurston Councilperson APPROVED: President of Cit Council ATTESTED BY: CITY CLERK MWMANERE'" Background Paper for Proposed RESOLUTION Ax. V X05) AGENDA ITEM # I 1 DATE: June 12, 2006 DEPARTMENT: PUEBLO TRANSIT DANIEL E. CENTA, P.E. DIRECTOR OF PUBLIC WORKS TITLE A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, AND THE LAMAR CORPORATION DB /A/ LAMAR TRANSIT ADVERTISING OF BATON ROUGE, LOUISIANA, RELATING TO TRANSIT PASSENGER SHELTERS WITH ADVERTISING ISSUE Should the City Council approve the Advertising Agreement between City of Pueblo and Lamar Transit Advertising for a period of five (5) years, commencing June 1, 2006 through May 31, 2011. RECOMMENDATION Approval of Resolution. BACKGROUND The City of Pueblo published a Request for Proposal (RFP) for Transit Passenger Shelters with Advertising, and mailed the pertinent documentation to four (4) Transit Advertising agencies in addition to placing it on the City's web -site (see enclosed documents and bid evaluation summary). Only one agency, Lamar Transit Advertising, responded and met all project requirements. During the past five (5) years Lamar Transit Advertising has supplied and maintained the majority of bus shelters in the City of Pueblo in accordance with the Advertising Agreement between Lamar Transit Advertising and City of Pueblo. FINANCIAL IMPACT Pueblo Transit will receive 20% of gross advertising revenue. AGREEMENT BETWEEN THE CITY OF PUEBLO 0 THE LAMAR CORPORATION, D/B /A LAMAR TRANSIT ADVERTISING This Agreement made and entered into by and between the City of Pueblo, a municipal corporation of the State of Colorado (hereinafter called "City"), and The Lamar Co 'on. d/b /a Lamar Transit Advertising, of _Baton_ R ome. Louisiana (hereinafter called "CONTRACTOR "). WITNESSETH: WHEREAS, the City by and through Pueblo Transit operates and conducts a public transit system; WHEREAS, public transit plays an important role in transporting large numbers of people to and from work places, social service organizations, public events and activity centers in an energy conscious manner; and WHEREAS, the City desires to generate revenue to support public transit and provide for the comfort and convenience of its passengers; and WHEREAS, the Contractor desires to furnish the required equipment, plant and personnel to provide bus passenger shelters with advertising at designated transit stops; and NOW, THEREFORE, in consideration of the foregoing mutual covenants and considerations hereinafter contained, it is agreed by and between the City and the Contractor as follows: SECTION I — SCOPE OF SERVICE A. BASIC SERVICES The Contractor, to the satisfaction of the Director of Public Works or his/her designee, shall provide services, equipment, personnel and management to provide safe, clean, attractive bus passenger shelters with advertising and generate revenue for the City. The Contractor hereby agrees to perform all services in accordance with current, applicable statutes, ordinances and regulations including City zoning requirements and designations. All shelter designs must be approved by the Director of Public Works before placement in the public right -of -way. All requirements indicated in the Request for Proposal for Project No. 06-028 shall, by reference, be included as part of the basic services. 0M.i..ro B. SHELTER LOCATIONS Provide the Director of Public Works or his/her designee with a current monthly location list of all shelters with advertising. Shelters may only be moved with the permission of the Director of Public Works or his/her designee. 2. Locate shelters at designated locations within City -owned right -of -way pursuant to a revocable permit for each location issued by the City Council of City. Locations on privately owned property require written authorization of the owner and copy of same shall be provided to and approved by the City before a shelter is placed in privately owned land. 3. All shelter locations require the approval of the Director of Public Works to ensure locations that are safe for bus patrons. At no time may the shelter impede pedestrian, wheelchair or vehicle travel. 4. Whether or not an advertising shelter design or location is suitable or safe shall be determined by the Director of Public Works or his/her designee. The Contractor shall relocate or remove any shelter as directed by the Director of Public Works and/or City Council of City. C. ADVERTISING Maintain a trained professional sales staff to promote advertising. Provide monthly reports to be submitted with the City's payment, giving an accounting to the month's Wes activities. The City reserves the right to approve all advertising prior to its placement in the public right of way. Advettisements deemed objectionable by the Director of Public Works or his/her designee shall not be used and shall be immediately removed by Contractor, at Contractor's sole expense, upon receipt of written notice to remove: 1. The following standards for advertising have been adopted and advertising copy may not be displayed which: a. Is false, misleading or deceptive. b. Relates to an illegal activity. C. Is explicit sexual material, obscene material, or material harmful to minors. d. Advertises alcohol or tobacco products. e. Supports or opposes a candidate, issue or cause, or which advocates or opposes a religion, denomination, religious creed, tenet or belief. f. Depicts violence and/or anti- social behavior. g. Holds up individuals or groups of people to public ridicule, derision or embarrassment. h. Includes language that is obscene, vulgar, profane or scatological. ✓ 2. Advertisements of a public service, educational or charitable nature shall be subject to the same advertising rates as commercial advertisers. V — O..Pe 3. The City shall have the right to utilize all unsold advertising space at its discretion. All such space shall be subject to preemption for paying advertisers. The City shall provide the Contractor, all advertising displays ready for installation. Contractor shall install the displays at no cost to the City. 4. All dated advertising copy shall be removed promptly after the date cited in the advertisement has passed. Such advertising copy shall be checked on a monthly basis to be certain dated material is removed promptly. Old advertising must be completely removed before new material is applied. D. ADVERTISING RATES AND CONTRACTS Establish and publish all advertising rates and keep an updated copy on file with the City at all times. 2. Report and provide the City with copies of all tradelbarter contracts which the Contractor may obtain or have during the life of this Agreement. Compensate the City for such tradetbarter contracts in the same manner compensation for cash contracts is made, by paying the City monies equal to the percentage that the City would receive from such contracts if they were cash contracts. 3. Contractor's contracts with advertisers shall not contain any provision that prohibits or in any way restricts the assignment of such contracts to the City at the end of the term of this Agreement, or any earlier termination thereof. 4. Each month provide the City with a copy of all advertising contracts entered into for advertising. E. MAINTENANCE REQUIREMENTS 1. Properly maintain the shelters and the immediate area in good condition and repair. At a minimum the Contractor shall provide cleaning and maintenance services twice each month for each location. A proposed maintenance schedule listing specific cleaning and maintenance tasks shall be submitted to the City for approval upon execution of the Agreement. The Contractor shall clean and maintain shelters and the immediate area within twenty-four (24) hours when requested by City in response to citizen complaints or field observation. 2. Damaged shelters shall be removed or satisfactorily repaired within seventy-two (72) hours of notification by the City. It is the Contractor's responsibility to keep shelters in safe and orderly condition at all times. 3. Maintain adequate trained personnel for maintenance work. F. ACCOUNTING RECORDS Contractor agrees to keep books and accounts in a method and form acceptable to the City; said books and accounts to be open to inspection and audit during working hours, by City or its designee. Poop z .. o 2. A CPA certified audit shall be performed, at Contractor's expense yearly, for the duration of this Contract. Audit reports shall be submitted within 45 days following the execution of the Agreement and receipt of a Notice to Proceed with the work. G. 3. Contractor shall furnish the City with a statement of gross receipts of its operations each month. 4. Contractor shall submit annual, audited financial reports to include a balance sheet, profit and loss statement and such other information as the City may reasonably require. SATISFACTORY PERFORMANCE PROVISIONS Contractor shall furnish all necessary labor, tools, equipment and supplies to perform the required service. The Director of Public Works or his/her designee shall decide all questions and acceptability of any work performed under the Contract. If, in the opinion of the Director of Public Works or his designee, performance or Contract compliance becomes unsatisfactory, the Contractor shall be notified. 2. Contractor shall have five (5) working days from the time of notification of unsatisfactory performance to correct any specific instances of unsatisfactory performance. In the event the unsatisfactory performance is not corrected within the time specified above, the City shall have the immediate right to complete the work to its satisfaction and shall submit an invoice for the cost to Contractor. Said invoice shall be payable by Contractor within thirty (30) calendar days of its issuance. Repeated incidence of unsatisfactory performance will result in cancellation of the Contract for default. All corrective work performed by the City will be invoiced as follows: a. A standard hourly rate, plus the cost of materials, plus a handling charge equal to ten percent (10%) of the cost of materials. b. The standard hourly rate of $65.00 per hour is an average service rate subject to review annually. 3. Contractor will comply with the performance standards set forth in this Agreement. The City and the Contractor will meet from time to time to evaluate the Contractor's performance. 4. The Contractor shall recognize mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plan. 5. The Contractor shall meet and comply with the Title VI Assurances set forth in Attachment B of this Agreement. 6. The Contractor agrees to make, execute and deliver, on or before the 1 st day of each contract year, a good and sufficient surety bond, payable to the City of Pueblo, conditioned upon the faithful performance of the terms and conditions PM.oA f hereunder. The sum of such bond shall be an amount of one year's average annual revenue share, payable to the City, for the privileges granted hereunder. The surety on said bond shall be a surety company duly authorized to do business in the State of Colorado and acceptable to the City of Pueblo. Such surety bond shall contain a stipulation that the surety agrees to give the City thirty (3 0) calendar days' written notice prior to any modification or cancellation of bond by the surety company. Q INSURANCE AND INDEMNIFICATION 1. Contractor agrees to carry all insurance which may be required by Federal and State Laws, and City ordinances, regulations and codes. Contractor agrees to indemnify and save harmless the City of Pueblo, its officers, agents and employees, from all suits, actions, loss, damage and expenses of any character or any nature including attorney fees and cost of litigation arising out of or resulting, directly or indirectly from the negligent acts or omissions of Contractor, its officers, employees or agent, or the work done in fulfillment of the terms of this Agreement, or on account of any act, claim or amount arising or recovered under Worker's Compensation Law, or arising out of the failure of Contractor or those acting under Contractor to conform to any statutes, ordinances, regulations, law or court decree. It is the intent of the parties to this Agreement that the City shall, in all instances, except for loss or damage to persons or property resulting from the sole negligence of the City, be indemnified against all liability, loss, costs, expenses, including reasonable attorney fees, or damage of any nature whatever for or on account of any injuries or death of person or damages to or destruction of property belonging to any person arising out of or in any way connected with the performance of this Agreement, regardless of whether or not the liability, loss or damage is caused by, or alleged to be caused in part by the negligence, gross negligence or fault of the City. It is agreed that Contractor will be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. 2. In connection with the above Insurance and Indemnification, Contractor agrees to provide and maintain during the life of the Agreement, the following types of insurance in the amounts listed: Type of Insurance Workers' Compensation Employers' Liability General Liability Comprehensive Form Premises and Operations Independent Contr. (OCP) Products/Completed Operation Broad Form Property Damage Personal Injury With Exclusion Limits of Liability (Minimum) Statutory $500,000.00 (Each Accident) $1,000,000.00 Combined Single Limit Pone S of o "C" Deleted Contractual Liability Explosion, Collapse and Underground Exclusions Deleted (where applicable) Vehicle (Automobile) Liability Owned I-Ered Non -Owned $1,000,000.00 Combined Single Limit 3. The City shall have no responsibility of liability for such insurance coverage. 4. Provide a Certificate of Insurance on a standard insurance industry Accord form evidencing a total combined single limit liability of at least One Million Dollars ($1,000,000.00) to the City upon execution of this Agreement. The Certificate shall be issued by an insurance company authorized to transact business in the State of Colorado. Insurance coverage shall not expire until all work under this Agreement has been completed. 5. Certificates shall be renewable annually. If an insurance policy does expire during the life of the Contract, Contractor shall provide a renewal certificate of the requested insurance coverage to the City not less than thirty (30) calendar days prior to the expiration date. 6. Contractor shall furnish the City with a letter of certification from the Industrial Commission of Colorado, that Contractor is insured by the State Compensation fund or is an authorized self - insurer, or a Certificate of Insurance issued by an insurance company authorized by the Colorado Department of Insurance to provide Workers' Compensation and Occupational Disease and Employers' Liability Insurance in the State of Colorado. 7. The City, its officers, agents and employees, shall be named as additional insurers on all applicable policies, and this shall also be indicated on Certificates of Insurance issued to the City. 8. All Certificates issued in connection with this Agreement shall provide for a thirty (30)- calendar day written Notice of Cancellation. A copy of the cancellation will be sent to the City by certified mail. SECTION H - TIME OF PERFORMANCE The services to be performed under this Agreement shall be for a five (5) year period commencing June 1, 2006, and continuing through May 31, 2011 (contract dates may change depending on date of award by City Council). Any provision of this Agreement or its attachments, or any renewal or extension permitted under same, which imposes or may impose upon City, directly or indirectly, any financial obligation whatsoever to be performed or which may be performed in any fiscal year subsequent to the original year of execution of the Agreement is expressly made contingent upon and subject to funds for such financial obligation being lawfully appropriated, budgeted and otherwise made available. P..A ofo SECTION III -PAYMENTS Payments to the City shall be made as follows by Contractor: [�MPYU A I WMIi �� 7.9 a. Contractor agrees to pay City a fee equal to 20 % of the gross revenue received from all advertising sales which will be displayed on bus passenger shelters. b. All payments hereunder shall be made on a monthly basis throughout each calendar year of contract and Agreement. The Contractor fiuther agrees 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 for the residents of the City pursuant to this Agreement. All such records shall be available to the City at all reasonable times for inspection, review or audit. 2. "Contract Year" includes the twelve months following executing of the Contract and Notice to Proceed with the work. 3. Within fifteen (15) calendar days after the end of each quarter, Contractor shall provide to the City a revenue statement for the previous calendar quarter and a check for any excess between the cumulative sum of the monthly percentage payments calculated for the previous calendar quarter, and the amount of the annual guarantee paid for said calendar quarter. SECTION IV - THE CITY'S RESPONSIBILITIES The City shall provide the Contractor with all available information pertinent to the project together with guidance and direction to achieve project objectives. SECTION V -GENERAL CONDMONS A. Claims Against the City Contractor shall operate as an independent contractor. It is agreed that Contractor is an independent Contractor, and not an officer, agent, servant or employee of the City. Contractor shall be solely responsible for the acts and omissions of its officers, agents, servants and employees. B. Additional Work Additional work, when authorized by executed Contract Change Order, shall be compensated for by a fee mutually agreed upon between the City and the Contractor. C. Successors and Assigns This Agreement shall not be assignable except at the written consent of the City; and it shall extend to and be binding upon the heirs, executors, administrators, successors, and assigns of the parties hereto. D. Disputes For purposes of this Agreement, the contract administrator is the Director of Public Works. In any dispute concerning a question of interpretation of fact in Poop 7 of 0 connection with the work not disposed of by agreement between the Contractor and the City, the final determination shall be made by the Director of Public Works. E. Covenant Against Contingent Fees The Contractor warrants that no person has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee; and that no member of the City Council, or any employee of the City of Pueblo has any interest, financially or otherwise, in this Agreement. For breach or violation of this warranty, the City shall have the right to annul this Agreement without liability, or in its discretion to deduct from the consideration, the full amount of such commission, percentage, brokerage, or contingent fee. F. Termination. If either Contractor or City fails, neglects or refuses to make any payment under this Agreement or to perform any of its covenants, terms and conditions when and as required under this Agreement (the "default ") the non - defaulting party may give written notice to the defaulting party. If the default is not aced or corrected within fifteen (15) calendar days after request of such notice, the non - defaulting party may, in addition to such remedies as are available at law or in equity terminate this Agreement upon three (3) days written notice to the defaulting party. If the City discontinues or ceases to operate its public transit, City may terminate this Agreement upon thirty (30) days written notice to Contractor. G. Ownership of Documents All documents including, but not limited to, work schedules, estimates, investigations, reports, and studies which are prepared in the performance; of this Agreement are to be and remain the property of the City and are to be delivered to the City. H. Records and Accountine All records pertaining to this Agreement and records of accounts between the City and the Contractor shall be kept on a generally recognized accounting basis and shall be available to the City or its authorized representative for audit during normal business hours. In addition, the records shall be subject to audit by the United States Department of Transportation and the Comptroller General of the United States. All records must be retained for a period of at least three years following the conclusion of all services performed under this Agreement, or the final payment to the City, or following the resulting pending matters, whichever is later. SECTION VI -SPECIAL PROVISIONS A. The Contractor agrees that in connection with performance of this Agreement, the Contractor will cooperate with the City in meeting its commitments and goals with regard to the maximum utilization of minority business enterprises and the Contractor will use its best efforts to insure that minority business enterprises shall have the maximum practicable opportunity to compete for subcontract work under this Agreement. B. The Contractor shall comply with the provisions of this Agreement pertaining to discrimination and accepting of applications or hiring employees. The COMPANY will take affirmative action to ensure that applicants are employed and the employees are U"oo 9 ,.r o treated during employment without regard to their race, color, religion, sex, handicap or disability or national origin. Such action shall include: employment, upgrading, demotion, transfer, recruitment, or recruitment advertising; layoff or termination, rates of pay or other forms of compensation; and selection for training. The Contractor agrees to post in conspicuous places available to employees and applicants for employment, notices setting for the provisions of this Equal Opportunity clause. The Contractor further agrees to insert the foregoing provisions in all subcontracts hereunder, except subcontracts for standard commercial supplies or raw materials. C. The Contractor shall provide all information and reports required by the City or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City to be pertinent to ascertain compliance with Title VI Assurances, orders and instructions. D. This assurance is given by the Contractor and is binding on it, subcontractors, transferees, successors in interest and other participants. This Agreement shall be in full force and effect only when it has been approved by the City Council of the City of Pueblo, Colorado, and when executed by the duly authorized City officials. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the 12 day of June 2006. Contractor Title: City of Pue 1 , Colorado By: esident of City Council Approved as to form: By: Ay -, vW City Attorney Attest: By: Z '.)- City erk 13 o 0 f