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HomeMy WebLinkAbout11298Docusign Envelope ID: C338F2C1-5C3B-88F2-83CC-612C6D6418A2 ORDINANCE NO. 11298 AN ORDINANCE APPROVING AN AGREEMENT BETWEEN PUEBLO, A COLORADO MUNICIPAL CORPORATION, AND LAMAR ADVERTISING OF COLORADO SPRINGS, LLC, FOR PUBLIC -PRIVATE PARTNERSHIP SIGNS AND AUTHORIZING THE MAYOR TO EXECUTE SAME BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1 _ The Agreement between Pueblo, a Colorado Municipal Corporation, and Lamar Advertising of Colorado Springs, LLC, dated October 26, 2026, a copy of which is attached hereto, having been approved as to form by the City Attorney, is hereby approved. The Mayor is authorized to execute and deliver said Agreement in the name of the City and the City Clerk is authorized to affix the seal of the City thereto and attest same. SECTION 2 The officers and staff of the City are authorized and directed to perform any and all acts consistent with this Ordinance and the attached Agreement which are necessary or desirable to implement the transactions described therein. SECTION 3. This Agreement and Ordinance shall become effective on the date of final action by the Mayor and City Council. Action by City Council: Introduced and initial adoption of Ordinance by City Council on October 13, 2026. Final adoption of Ordinance by City Council on October 26, 2026. DocuSignedby: President of City Council Docusign Envelope ID: C338F2C1-5C3B-88F2-83CC-612C6D6418A2 Action by the Mayor: 7 Approved on ❑ Disapproved on 10/28/2026 based on the following objections: Action by City Council After Disapproval by the Mayor: ❑ Council did not act to override the Mayor's veto. ❑ Ordinance re -adopted on a vote of , on Mayor ❑ Council action on failed to override the Mayor's veto. President of City Council ATTEST Docusigned by: LG City Clerk Docusign Envelope ID: C338F2C1-5C3B-88F2-83CC-612C6D6418A2 City Clerk's Office Item # R6 COUNCIL MEETING DATE: October 26, 2026 TO: President Mark Aliff and Members of City Council CC: Mayor Heather Graham VIA: Clyde Bishop, City Clerk FROM: Haley Robinson, Director of Public Affairs SUBJECT: AN ORDINANCE APPROVING AN AGREEMENT BETWEEN PUEBLO, A COLORADO MUNICIPAL CORPORATION, AND LAMAR ADVERTISING OF COLORADO SPRINGS, LLC, FOR PUBLIC - PRIVATE PARTNERSHIP SIGNS AND AUTHORIZING THE MAYOR TO EXECUTE SAME SUMMARY: Attached is a proposed Ordinance approving and authorizing the Mayor to sign an agreement to license City -owned land to Lamar for the construction of electronic variable message public -private partnership signage. Under the agreement, Lamar shall remit a portion of its revenue from the operation of the signs to the City and provide the City with opportunities to use the signage for City -related messaging. PREVIOUS COUNCIL ACTION: In October 2025, Council approved Ordinance No. 11071, amending Chapter 10 of Title XVII, Pueblo Municipal Code, to allow for the placement of electronic variable messaging off -premises signage on City -owned land. BACKGROUND: For the initial phase of construction, the City of Pueblo and Lamar anticipate four structures with two digital panels on each structure for a total of eight panels. The City is anticipating a 25% revenue share with an approximate 12-18 month ramp -up period for those revenue levels to be realized once inventory is established and contract occupancy increases for Lamar. This stabilization would then increase the revenue share the City could anticipate. Additionally, the City is able to utilize space during advertising periods when availability allows. The City plans to utilize availability for public outreach related to City messaging, large scale announcements, such as the bi-annual clean up event, or other City related business for promotional needs. For the initial -ramp up phase, the Docusign Envelope ID: C338F2C1-5C3B-88F2-83CC-612C6D6418A2 availability to the City will be significant and then will decrease because more advertisers occupy the space. The as -available advertising space is helpful because the value of the space is approximately $3,500 per advertising period with 13 periods per year. This allows for marketing dollars for the City to be spent elsewhere or for campaigns by the City of Pueblo to be more publicly available at a lower cost when availability allows. Regardless of paid occupancy, each panel would also have a dedicated emergency messaging slot available for Amber Alerts and other qualifying emergency communications. FINANCIAL IMPLICATIONS: Neither City staff nor Lamar Advertising have prepared any official revenue forecasts for this partnership. City revenue will depend on the number of sign site locations and utilization. The Agreement would provide a 25% revenue share to the City. Lamar estimates an approximate 12-18 month ramp -up period for steady revenue levels to be realized once inventory is established and contract occupancy increases for Lamar. The current valued space is $3,500 per advertising period with 13 period per year. True projections are unavailable until locations are approved and the display sizes are approved, as revenue potential varies according to the valued location. The initial four locations with eight panels total provide opportunity for revenue sharing that could eventually be increased. All site locations, including any additional locations beyond the initial four, would require approval by the Planning and Zoning Commission. Any additional site locations would retain the 25% contract revenue share and increase revenue opportunities for the City of Pueblo. BOARD/COMMISSION RECOMMENDATION: Not applicable to this Ordinance. STAKEHOLDER PROCESS: Not applicable to this Ordinance. ALTERNATIVES: City Council may decline to enter this agreement. There are currently no alternative proposals for electronic variable messaging signage partnerships. RECOMMENDATION: Approve the Ordinance. ATTACHMENTS: 1. License Agreement Between the City of Pueblo and Lamar Advertising of Colorado Springs, LLC Docusign Envelope ID: 80904917-D605-8A3A-8295-4A99BCBC74C6 LICENSE AGREEMENT This License Agreement ("Agreement") is made and entered into this 26th day of October, 2026 ("Effective Date"), by and between the CITY OF PUEBLO, COLORADO, a home -rule municipal corporation of the county of Pueblo, organized and existing under and by virtue of the laws of the State of Colorado ("City" or "Licensor"), and LAMAR ADVERTISING OF COLORADO SPRINGS, LLC, a Colorado limited liability company ("Licensee"). Licensor and Licensee are individually or collectively referred to herein as "Party" or "Parties." RECITALS: A. WHEREAS, Licensee wishes to obtain, and Licensor wishes to grant without warranting any real property title or interest, a license allowing Licensee to use certain land owned by Licensor and depicted in Exhibit A, together with any additional or substituted locations that may be more specifically described and depicted in subsequent Site Supplemental Forms approved pursuant to this Agreement; and B. WHEREAS, Licensor's political body, the Pueblo City Council, approved Ordinance No. 11071, identifying that City -owned land and S-1 zoned locations are eligible for the placement of Public -Private Partnership Signs (which were subsequently defined by Ordinance No. 11071 as "PPP Signs") as may be provided in a License Agreement between the Licensor and Licensee; and C. WHEREAS, this Agreement is made for the purpose of Licensee installing, operating, maintaining and repairing "Licensed Improvements" as defined in Section I.F. of this Agreement, that constitute "PPP Signs" as defined by Pueblo Municipal Code Section 17-10-04(e)(27.1); and D. WHEREAS, the Parties identified herein have agreed, for their mutual convenience, and for consideration, to enter into this Agreement pursuant to the terms and conditions hereinafter set forth; and E. WHEREAS, when executed by Licensor and Licensee, this Agreement constitutes permission for Licensee to construct, operate, inspect, maintain, repair, replace, and remove Licensed Improvements on properties owned by the City that are designated herein, in substantial conformity with the applicable plans approved by the Planning and Zoning Commission and the permits issued by the City. Said license is subject to the terms and conditions hereinafter set forth. AGREEMENT: NOW, THEREFORE, for and in consideration of the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby incorporate the recitals above and further agree as follows: The City, by these presents, without warranting title or granting any real property interest and subject to the covenants hereinafter set forth, does hereby authorize Licensee to access and use the City Property (defined herein) to construct, maintain, repair, operate, inspect, and replace the privately -owned and maintained Licensed Improvements. Docusign Envelope ID: 80904917-D605-8A3A-8295-4A99BCBC74C6 I. Definitions. A. The term "Licensee" means Licensee, its consultants, contractors, agents, and employees (individually or collectively, "Authorized Parties"). B. The phrase "City Property" means real property and includes easements, rights -of -way and other City property interests in land being more particularly described on Exhibit A, attached hereto and made a part hereof by this reference. C. The phrase "City Property Sign" means "PPP Sign" as defined in Pueblo Municipal Code § 17-10-04(e)(27.1). D. The phrase "Documented Costs of the Licensed Improvements" means the cost of acquiring and installing the Licensed Improvements, including the costs necessarily incurred to put the Licensed Improvements into service for their intended use (e.g., physical construction, preconstruction activities including design and permitting, labor, materials and supplies, transportation, engineering services, insurance, and a fair -share allocation of overhead, personal and real property taxes, and interest). The City shall not be responsible for payment of any real or personal property taxes associated with this License. E. The phrase "License Area" means specific areas of the City Property that are designated for the installation of the Licensed Improvements. The parties acknowledge that the initial proposed locations are depicted in Exhibit A, and that Additional Sites may be added or substituted via Site Supplemental Forms as they are approved through the City's Development Plan Review process. F. The phrase "Licensed Improvements" means "PPP Signs" in the form of double -sided Electronic Variable Message (EVM) signs and related equipment and utilities installed pursuant to this Agreement and in substantial conformity with the applicable plans approved by the Planning and Zoning Commission and the permits issued by the City for the applicable location. G. The phrase "Net Revenue" means Total Revenue minus any applicable taxes and any advertising agency commissions, and any maintenance and utility costs related to the Licensed Improvements. H. The phrase "Total Revenue" means all income or receipts Licensee receives or collects for the use of the Licensed Improvements. I. The acronym "KMZ file" refers to a compressed ZIP file used to display geographical data in mapping applications, that contain relevant information related to the location, project boundaries, utilities location, infrastructure layouts, and any other relevant data necessary to ascertain the location of the Licensed Improvements. II. Grant of License / Permitted Use / Modifications. A. Grant of License/Permitted Use. 1. Licensor hereby grants to Licensee this non-exclusive License to enter upon and have access to the License Area for the installation, construction, operation, inspection, maintenance, repair, replacement, and removal of the Licensed Improvements, together Docusign Envelope ID: 80904917-D605-8A3A-8295-4A99BCBC74C6 with access for utilities as set forth in Section VI of this Agreement and subject to the terms and conditions herein (collectively, "Permitted Use"). The Permitted Use shall be pursuant to the terms and provisions hereof. The License granted pursuant to this Agreement shall expire upon conclusion of the Term of this Agreement. This Agreement is for the sole benefit of Licensor and shall not create any easement or other interest in real property in favor of Licensee. This Agreement and the license granted herein shall not run with the land. 2. City streets, sidewalks, and fencing that are disturbed by the installation, reconstruction, maintenance, modification, repair, or replacement of any Licensed Improvement shall be restored by Licensee to a condition equal to or better than immediately prior to the activity that caused the disturbance within 10 days after completion of the activity that caused the disturbance. Any such modification or construction of City streets or sidewalks shall be subject to the requirements and specifications set out under Title XII, Chapter 3 of the Pueblo Municipal Code. 3. If restoration is not accomplished by Licensee within the time specified in Section II.A.2 (or otherwise agreed to by the Parties) then the City, at its election, may perform such restoration at Licensee's expense. 4. Licensee shall conduct all construction, modification, operation, repair, replacement, modifications, and maintenance of the Licensed Improvements in such a manner that the City, at all times, shall have full and complete access to the City Property. B. Modifications. 1. Licensee shall have the right to alter, replace, enhance, or upgrade the Licensed Improvements at any time during the Term to the extent that such changes do not materially differ from the applicable plans approved by the Planning and Zoning Commission or the permits issued by the City.Technology upgrades intended for security, monitoring, or operational maintenance that do not significantly alter the external dimensions of the sign shall not be considered a Material Modification. 2. Licensee shall not make or cause to be made any Material Modification to any Licensed Improvement without the prior written approval of the Planning and Zoning Commission . To the extent such approval is administrative in nature, it shall not be unreasonably withheld, conditioned, or delayed. Any Material Modification requiring discretionary review under applicable law shall be subject to the review and approval processes set forth in the Pueblo Municipal Code, including review by the Planning and Zoning Commission as required. Such approval shall not be unreasonably withheld, conditioned, or delayed. Licensee shall submit to the City a written request for any such Material Modification, accompanied by such plans, specifications, or other information as the City may reasonably require to evaluate the request. For the purposes of this Agreement, a 'Material Modification' is defined as a change to the Licensed Improvement that increases the overall height or the total square footage of the advertising display area beyond the dimensions approved by the Planning and Zoning Commission for the applicable Licensed Improvement. All such modifications shall be performed in a professional manner, at Licensee's sole cost and expense, and in compliance with all applicable building codes and Ordinance No. 11071. Routine maintenance, repairs, technology upgrades to existing internal components, or changes to advertising copy shall not be considered Material Modifications and shall not require prior Planning and Zoning Commission approval. 3. Licensee shall regularly and consistently monitor and maintain the Licensed Improvements. Docusign Envelope ID: 80904917-D605-8A3A-8295-4A99BCBC74C6 4. Enforcement and Notice. The City will monitor compliance with this Agreement. Upon identification of non-compliance of any provision herein, the City will issue either formal notice via mail, email, or informal notice via telephone to Licensee, requiring Licensee to abate the violation(s). 5. Licensee will provide a direct point of contact for the City to submit requests related to Code Enforcement (i.e., trash removal, graffiti, etc.) to ensure that City staff can work with Licensee to mitigate any issues as they arise. C. Notice of Commencement. 1. If any Licensed Improvement is modified in a manner that changes its location or structural components, then as to the affected Licensed Improvement, Licensee shall submit a Site Plan Amendment Application, Sign Permit Application, and / or any other documents required by the City (as any of the aforementioned may be germane to the modification sought) to the City's Department of Planning and Community Development for its approval, along with a duplicate set of final detailed plans of the Licensed Improvements. No construction will be permitted on City Property until the City has approved the plans, pursuant to this license and such city ordinances, rules, regulations, and criteria that are incorporated hereto. As Licensee has license to work only within the License Area, in no event will the City require Licensee to make improvements or modify a site plan for City Property in a manner that does not directly relate to the location and construction of the Licensed Improvements. 2. Licensee shall notify the City's Directors of Public Works, or Parks, Recreation and Open Space (depending upon which department or agency manages the City Property at issue) at least three (3) days prior to commencement of the construction of, modifications or repairs to the Licensed Improvements, so that the City may make such inspections as it deems necessary. Such notice shall make reference to this Agreement. In the event that Licensee's Permitted Use should impact any property owned or managed by the Pueblo Board of Water Works, Licensee shall notify and coordinate its activity with that separate entity. 3. In the event of emergency repairs required for safety or restoration of service to utility customers, Licensee shall not be required to furnish notice prior to commencing repairs but shall notify the City of the nature and extent of any such emergency work as promptly as is practicable. 4. Design of the Licensed Improvements must remain consistent throughout the City of Pueblo unless otherwise approved by the City. 5. All Licensed Improvements must meet the following standards: a. A nameplate identifying the Licensee and a telephone number shall be visibly secured on the front portion of the Licensed Improvement. b. Any reference to or identifying marks of the City, must adhere to City brand standards. c. The Licensee agrees that all advertising of an objectionable character shall be removed within 24 hours, upon request of the City. Specifically, it is advised by the City that the following advertising is discouraged: advertising that is false or misleading; depicts violence and/or anti -social behavior; relates to illegal activity; holds individuals and groups up to ridicule or embarrassment; and advertising that is obscene or vulgar. 6. The Licensee shall inspect and maintain all Licensed Improvements in a safe and clean condition at all times. Minimum maintenance shall include regular inspection, cleaning, maintenance of vegetation in (and removal of litter from) planter boxes that are incorporated into the Licensed Improvements, removal and replacement of damaged components, and removal of graffiti. Inspection pursuant to this Section may be by way of remote monitoring. Docusign Envelope ID: 80904917-D605-8A3A-8295-4A99BCBC74C6 7. The Licensee shall perform routine night power and illumination checks of all Licensed Improvements. 8. Reports of damaged and/or ill -maintained Licensed Improvements shall be responded to within three working days of the report. In situations that jeopardize the health and safety of the public such as broken glass or impediment of traffic, or situations of inflammatory graffiti, complaints shall be responded to within twelve (12) hours or sooner if requested by City. III. Satisfactory Performance Provisions. A. Licensee shall have three (3) business days from the time of notification of unsatisfactory maintenance performance to either correct any specific deficiency or, if the correction requires Licensee to order parts or contract for labor that is not available within three (3) business days or to conduct the repairs in favorable weather conditions, Licensee shall notify the City regarding same, provide a plan to the City for the correction (including a timetable), and the period shall be extended until the parts and labor are available and the weather permits the repairs. B. In situations where the condition of Licensed Improvements threatens public safety, the Licensee shall have 24 hours to take action to prevent imminent harm to public safety (which may include, but is not limited to disconnection of power, taping off the structure to prevent public access), and three business days to thereafter correct the violation, subject to extensions that apply to unsatisfactory maintenance performance set out in Section III.A., above. C. In the event that compliance is not achieved within the time frames specified in Sections III.A. and III.B., as applicable, the City shall have the immediate right to correct the violation to its satisfaction and shall submit an invoice to the Licensee for the cost incurred by the City to do so, including an administrative fee in accordance with the City's Code Enforcement lien cost booklet. Said invoice shall be payable by the Licensee within thirty (30) calendar days of its issuance. D. The City reserves the right to remove a specific Licensed Improvement for nonpayment of abatement and administrative costs, fees, or Business Royalty Payments related to that location. Failure to perform maintenance or to promptly pay invoices for repair and/or abatement of any violation herein shall be limited in remedy to the termination of the affected Licensed Improvement, License Area, or applicable Site Supplemental Form only except for other remedies specifically provided by this Agreement herein. Termination of this Agreement in its entirety shall be reserved for a material breach as provided in Section XIII.A.1. IV. Legal Compliance. No activities other than those described above as a Permitted Use shall be conducted on the City Property by the Authorized Parties pursuant to this License. All activities conducted on the City Property shall be performed in a safe, orderly and workmanlike manner and in full compliance with all applicable federal, state or City of Pueblo rules, permits, approvals, regulations, ordinances, codes, statutes, laws, orders, decrees, judgments, or injunctions now or hereafter in effect (collectively, "Applicable Law"). V. Maintenance. Docusign Envelope ID: 80904917-D605-8A3A-8295-4A99BCBC74C6 A. Generally. Licensee shall maintain all Licensed Improvements within the License Area in good working order, condition, and repair, normal wear and tear and casualty excepted. Licensee shall not deposit, store, or cause the deposit of debris or anything of a dangerous, noxious, or offensive nature, or which would create a hazard or source of undue noise or interference, within the License Area. Licensee's cost to maintain the Licensed Improvements under this Section shall be deducted from the Total Revenue (as defined below) collected in calculating the Net Revenue (as defined below). B. Removal or Trimming of Vegetation. To ensure the economic viability of the Licensed Improvements, Licensor grants Licensee the right, at Licensee's expense, to trim, prune, or remove any trees, shrubs, brush, or other vegetation on City Property that obstructs or interferes with the visibility and line of sight of the sign face of the Licensed Improvements from the adjoining streets or rights -of -way. Licensee may perform routine trimming and clearing of shrubs, brush, and tree branches without prior approval. Licensee shall remove and dispose of all cutting debris in a clean and workmanlike manner. Licensee shall not remove any mature trees without prior approval of the Director of the City's Department of Planning and Community Development. VI. Utilities. A. Installation of Lines. Licensee shall have permission from Licensor to install utility lines to serve the License Area, at no cost to Licensor, and to improve the present utilities on the City Property to the extent necessary or appropriate to serve the Licensed Improvements. City agrees to use reasonable efforts in assisting Licensee to acquire necessary utility service from the utility provider. All service lines within the City Property from the Licensed Improvements shall be installed underground in a manner satisfactory to the City and the utility provider. B. Installation of Meters; Exception. Licensee will need to install, or cause to be installed, separate meters for utilities used by Licensee, provided that the utility provider allows such installation, and if such installation is not allowed, Licensee shall cause the Licensed Improvements to be sub -metered. C. Payment of Utilities. Licensee shall pay when due all charges for utilities serving the License Area during the Term of the Agreement. If the Licensed Improvements are sub - metered, Licensee shall pay its share of utility charges to the City within 30 days after invoice supported by commercially reasonable documentation. VII. No Liens; Non -Exclusivity; Protection Buffer. A. No Liens. Licensee will not permit mechanics' or materialmen's liens resulting from construction done by or for Licensee on the City Property, and Licensee will have 60 days after first becoming aware of any mechanics' or materialmen's lien encumbering the Property to pay the lien or contest the correctness or the validity of the lien if, within such 60 -day period, Licensee procures and records a bond in an amount sufficient to satisfy the claim of the lien or otherwise removes such lien from the City Property. Licensee shall indemnify and hold Licensor and its successors and assigns harmless from and against all costs or expenses of any kind, including but not limited to attorneys' fees, incurred by Licensor or its successors or assigns related to any such lien or any notice of intent to file such a lien. B. Non -Exclusivity. This license is non-exclusive. Licensor shall retain the right to enter and use the City Property for any purpose; provided however, that Licensor shall not use, nor permit Docusign Envelope ID: 80904917-D605-8A3A-8295-4A99BCBC74C6 use of the License Area in any way that materially interferes with the operations of Licensee, and shall not cause or allow for the installation or growth of landscaping or other obstructions between the sign faces of the Licensed Improvements and the adjacent street, whether in the License Area, City Property, or adjoining right-of-way. C. Protection Buffer (Exclusivity). To ensure the economic viability of the Public -Private Partnership and to protect the revenue share generated hereunder, Licensor agrees that during the term of this Agreement, it shall not grant a license, lease, or easement for the operation of any off -premise advertising sign to any third party within a one thousand five hundred (1,500) foot radius of any Licensed Improvement approved hereunder. This Paragraph VII(C) does not prohibit any temporary signage identifying sponsors of any special event held upon City property, or short term non-exclusive advertising or sponsorship agreements relating to recreation programs and facilities entered under the authority of the Director of Parks and Recreation pursuant to Pueblo Municipal Code Section 10-1-2(b). VIII. Removal of Licensed Improvements upon Surrender; Restoration of License Area. A. Removal and Restoration of License Area Upon Termination. Within sixty (60) calendar days after termination or expiration of this Agreement, the Permitted Use hereunder shall continue only for the purposes of removal of the Licensed Improvements from the License Area. In removing such personal property and any corresponding equipment, Licensee shall disconnect utilities, restore the License Area as close as possible to its original condition at the time the Licensed Improvement was installed, except that disconnected underground utilities may remain in place if appropriately secured and turned off in accordance with City code or the utility provider's requirements. B. Restoration of Other Areas. All City roads, fencing, and other facilities within the License Area, City Property, or City controlled rights -of -way that are disturbed by the removal of the Licensed Improvements shall, within 15 days after such removal, be restored to a condition equal to or better than their condition prior to commencement of said removal. C. Failure to Remove or Restore. If the Licensee abandons or fails to remove its personal property and fixtures from City Property upon termination of this Agreement according to the provisions of Section VIII.A. above, the City may, at its option and without notice, remove said personal property and fixtures without liability to Licensee. Furthermore, the Licensee agrees to reimburse the City for all reasonable, documented expenses incurred by such removal. IX. Examination of Records. A. The City shall have periodic access to, including up to three (3) years after termination of this Agreement, and the right to examine any of the Licensee's fee schedule for compliance with the terms and conditions of this Agreement. Information shall be provided within thirty (30) days of any written request. Licensee shall not provide, and the City shall not have access to, any privileged or confidential information of Licensee under this Agreement, including but not limited to attorney -client privileged communication, confidential proprietary information, or trade secrets. X. Term; Renewal. A. Term. This Agreement shall be effective on the Effective Date and shall continue in effect until the expiration of the last remaining Term applicable to any Licensed Improvement, unless Docusign Envelope ID: 80904917-D605-8A3A-8295-4A99BCBC74C6 earlier terminated in accordance with the Agreement. Each Licensed Improvement shall have an initial Term of ten (10) years commencing upon the City's final sign -off on the applicable sign permit following completion of construction of such Licensed Improvement, and shall be subject to any Renewal Term as provided herein. In no event shall the Term of this Agreement constitute a multiple fiscal year obligation of the Licensor within the meaning of Article X Section 20 of the Colorado Constitution. Licensee shall maintain and provide to the City, upon request a schedule identifying each Licensed Improvement, its construction completion date, and its corresponding Term expiration date. B. Renewal Term. Licensor shall have the option to renew this Agreement for one additional term of Ten (10) years (a "Renewal Term", which shall be included in the term "Term" for the purposes of this Agreement). The Renewal Term shall be on the same terms and conditions as set forth herein. This Agreement shall automatically renew for the successive Renewal Term, unless Licensor notifies Licensee, in writing, of Licensor's decision not to renew this Agreement, which shall be in Licensor's sole discretion, but which shall be provided to Licensee not less than ninety (90) days prior to the expiration of the Initial Term in order to be effective. XI. Consideration. A. Business Royalty. Upon commencement of operation of the first Licensed Improvement, Licensee shall pay City an on -going quarterly business royalty (the "Business Royalty"). The Business Royalty consists of twenty-five percent (25%) of the Net Revenue collected for advertising on each installed and operational Licensed Improvement during the applicable quarter. The Business Royalty percentage will not change throughout the Term unless agreed to in writing by the Parties. B. Business Royalty Payment. The first Business Royalty payment (the "Business Royalty Payment") shall be due at the end of the first quarter of the year after the first Licensed Improvement is in operation. Succeeding Business Royalty payments shall be made on a quarterly basis throughout the Term. Quarters end on March 31, June 30, September 30, and December 31, respectively. All Business Royalty payments due herein shall be paid within thirty (30) days after they become due. Accompanying the Business Royalty Payment shall be written reports to update the City of all Licensed Improvements ("Inventory Report") and gross advertising revenues actually received. C. KMZ File. Additionally, Licensee agrees to provide a KMZ file after the improvements are completed, and within 30 days of such completion, with any and all relevant information needed to determine the location of utilities, infrastructure, actual location of the Licensed Improvements, and any other necessary information. Licensee agrees to work with the City's Information Technology department and make reasonable efforts to provide information in alternative formats if the City requests. D. Additional Consideration. As additional consideration for entering into this Agreement: Licensee grants Licensor the right to use advertising space for City -related messaging on an as - available basis. Use of this space by the Licensor shall not displace or interfere with any contracted paid advertising. E. Personal and Real Property Taxes. City is tax exempt and does not pay personal property or real property taxes. Therefore, Licensee shall pay any and all personal property taxes or real property taxes associated with this License, the Licensed Improvements, or Licensee's use of the Licensed Improvements. Docusign Envelope ID: 80904917-D605-8A3A-8295-4A99BCBC74C6 F. Payments. Any payment due under this Agreement shall be considered timely if it is made on the due date or within ten (10) business days thereof. G. Place of Payment. All payments due and payable under this Agreement shall be made payable to the order of City of Pueblo and delivered to: City of Pueblo Department of Finance 101 W Riverwalk Pueblo, CO 81003 Filiinaii ce.e.ta Db l llo.us XII. Assignment by Licensee. Licensee may assign this Agreement, upon Licensor's written consent, which shall not be unreasonably withheld, delayed or conditioned. The new Licensee shall comply with all terms and conditions of this Agreement, including providing the City with an acknowledgment of the assignment and with proof of insurance. An assignment of revenues from the Licensed Improvements for the purposes of securing financing shall not be considered assignment under this Agreement, and shall not require Licensor's separate consent. XIII. Default and Termination. A. Early Termination by Licensor. 1. Licensor reserves the right to terminate this Agreement, in whole or in part, for material breach of the terms of this Agreement, provided that Licensor shall first provide Licensee with ninety (90) days' written notice identifying the breach and an opportunity to cure. To the extent a breach is limited to a specific Licensed Improvement, License Area, or Site Supplemental Form, Licensor's termination right shall be limited to the affected Licensed Improvement, License Area, or Site Supplemental Form only. Termination of this Agreement in its entirety shall be reserved for a material breach that is not limited to a single affected location, or for repeated uncured breaches affecting multiple locations. 2. If this Agreement is terminated by Licensor in whole or in part for any reason other than a material breach by Licensee as provided in section XIII.A.1., above, before expiration of the Term, the City shall pay Licensee the Documented Cost of the Licensed Improvements at all affected locations, less annual depreciation, which shall be calculated at each anniversary of the date the Licensed Improvements are put into service, and shall not otherwise be pro -rated. Each location will depreciate at an annual rate of ten percent (10%) over the initial ten-year term. For the purposes of this Agreement, the residual value of the Licensed Improvements shall not be less than ten percent (10%) of Documented Cost of the Licensed Improvements at any time the Licensed Improvements are still operational. Notwithstanding anything herein to the contrary, there shall be no penalty if this Agreement is terminated by Licensor after the initial ten-year term. B. Termination by Licensee. Except as otherwise provided herein, Licensee may terminate this Agreement in whole or as to any particular License Area without any penalty or further liability if either or both of the following occur: 1. Upon ninety (90) days written notice by Licensor and if destruction or damage to any Licensed Improvements substantially and adversely affects their use, then Licensor or Licensee may request a written amendment or addendum to this Agreement to modify Docusign Envelope ID: 80904917-D605-8A3A-8295-4A99BCBC74C6 the number of Licensed Improvements licensed under this Agreement if the Parties agree that the remaining operational Licensed Improvements are to remain in place. 2. At the time title or the right to control or to occupy a License Area transfers to a condemning authority, pursuant to a taking of all or a portion of a License Area sufficient to render the License Area remaining unsuitable for Licensee's use. Licensor and Licensee shall each be entitled to pursue their own separate awards with respect to such taking. Sale of all or part of the License Area to a purchaser with the power of eminent domain in the face of the exercise of the power shall be treated as a taking by condemnation. XIV. Representations and Warranties. A. Authority. Each party represents and warrants to the other that: (1) it has full right and authority to enter into, execute, deliver and perform its obligations under this Agreement; (2) it has taken all requisite action to approve the execution, delivery and performance of this Agreement; (3) this Agreement constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms, subject to bankruptcy, insolvency, creditors' rights and general equitable principles; and (4) that its execution of and performance under this Agreement shall not violate any Applicable Laws. B. AS -IS, WHERE -IS. Licensee agrees that the City Property is offered "as is, where is, with all faults" and that Licensee is assuming responsibility for any loss, injury, death, or damage that may result from any and all defects, be they obvious or hidden, that the City Property may contain. City makes no warranty, written or implied, that the City Property is fit for any purpose or that it meets any federal, state, county, or local law, ordinance, or regulation applying to the City Property. XV. Insurance. A. Commercial General Liability Insurance. Prior to commencement of activities under this Agreement, Licensee shall procure, and shall maintain throughout the Term, commercial general liability coverage issued to and covering the liability of the Licensee with respect to all work performed by it and all of its subcontractors against claims arising out of bodily injury, death, and damage to or destruction of the property of others, including loss of use thereof, and including products and completed operations, in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) general aggregate. B. Contractor's Insurance. Licensee's general contractor shall maintain the following insurance coverages and, at the time of permitting, provide a certificate of insurance evidencing the following coverages: 1. Commercial General Liability Insurance. Licensee's general contractor shall provide general liability coverage against claims arising out of bodily injury, death, damage to or destruction of the property of others, including loss of use thereof, and including products and completed operations with XCU (underground, collapse & explosion) included in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) general Aggregate. Such insurance shall be maintained throughout the Term. 2. Excess or Umbrella Liability. Licensee's general contractor shall maintain an Excess or Umbrella Liability policy on an occurrence basis in excess of the underlying insurance Docusign Envelope ID: 80904917-D605-8A3A-8295-4A99BCBC74C6 described in Section XV.B.1., above, which has coverages as broad as the underlying policy, with a limit of not less than two million dollars ($2,000,000.00) per occurrence. 3. Workers' Compensation and Employers' Liability Insurance. Licensee and/or its general Contractor shall provide proof of workers' compensation coverage with limits as required by the laws of the State of Colorado. Additionally, Licensee and/or its general contractor shall provide proof of Employers' Liability Insurance with limits as follows: o $1,000,000 bodily injury each accident o $1,000,000 bodily injury each disease o $1,000,000 bodily injury disease aggregate C. City as Additional Insured. All insurance policies required by this Agreement for Licensee and its general contractor, except workers' compensation, shall name the City as an additional insured by endorsement and shall contain a waiver of subrogation by endorsement. D. Limits of Insurance. The total limits of general and excess liability insurance set forth above may be provided to the City using a combination of primary and excess liability insurance. E. Certificates of Insurance. 1. Licensee's Insurance. Prior to the execution of this Agreement, Licensee has provided, to the City's satisfaction, certificates of insurance to the City demonstrating that at the minimum coverages required of Licensee herein are in effect. All certificates of insurance must be kept in force throughout the duration of this Agreement. 2. Renewals. If any of Licensee's or its general contractor's coverage is renewed at any time prior to the expiration of this Agreement, Licensee shall be responsible for obtaining updated insurance certificates from its insurance carrier and forwarding the replacement certificates to the City within ten (10) days of the City's written request therefor or expiration date of any previously delivered certificate. F. Acceptable Insurance. The minimum A.M. Best rating of each primary insurer shall be A -VIII and the minimum A.M. Best rating of each excess insurer shall be A -VII. The Licensee shall provide copies of insurance policies to the City Risk Manager upon request. G. Policy Limits. Any of the minimum limits of insurance set out herein may be raised or lowered at the sole discretion of the Risk Manager for the City in response to the particular circumstances giving rise to this Agreement. Licensee's and its general contractor's insurance policies will be primary and non-contributory with respect to any and all self-insurance or insurance policies purchased by the City. XVI. Indemnification. A. Generally. Licensee shall indemnify and save harmless the City, its officers, employees and agents, against any and all claims, damages, actions or causes of action and expense to which it, or they, may be subjected by reason of the Licensed Area being located within and across the property of the City or by reason of any work done or omission or negligence made by Licensee, its agents or employees in connection with the construction, operation, modification, replacement, maintenance, repair or removal of the Licensed Improvements. B. Licensee's Contractor. If the construction of all or any part of the Licensed Improvements is to be performed by an independent contractor under contract with Licensee, then Licensee shall so notify the City and shall incorporate the stipulations and conditions of this Agreement into the Docusign Envelope ID: 80904917-D605-8A3A-8295-4A99BCBC74C6 contract specifications and, if required by the City, cause said independent contractor to obtain prior to commencement of the work, an insurance policy or policies in amounts and with companies satisfactory to the City, which will protect the City from any loss or damage resulting from the work performed by the contractor. C. No Waiver of CGIA. Nothing in this section shall be interpreted as a waiver by any governmental entity entitled to claim the rights, immunities, and protections provided by the Colorado Governmental Immunity Act, Sections 24-10-101, et seq., C.R.S., ("CGIA") as amended from time to time, nor any other Applicable Law. XVII. Miscellaneous. A. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns, subject to the assignment provisions of this Agreement. Nothing in this Section shall be construed to modify Section II.A.1 or to create an easement or other interest in real property, or to cause this Agreement or the license granted herein to run with the land. B. Recordation. This Agreement may be recorded by the Licensor with the County Recorder's Office in the County of Pueblo, State of Colorado. C. No Third -Party Beneficiary. The terms and conditions of this Agreement, express or implied, exist only for the benefit of the Parties to this Agreement and their respective successors and assigns. No other person or entity will be deemed to be a third -party beneficiary of this Agreement. D. Force Majeure. 1. If a Party is delayed or hindered in, or prevented from the performance required under this Agreement (except for payment of monetary obligations) by reason of earthquakes, landslides, strikes, lockouts, labor troubles, failure of power, riots, insurrections, war, epidemics, pandemics, acts of God, or other reasons of like nature, not the fault of the Party delayed in performing work or doing acts, and where reasonable measures by such Party could not have avoided or mitigated the effects of such acts, then such Party is excused from such performance for the period of delay. The period for the performance of any such act shall then be extended for the period of such delay. 2. In the event that Licensee invokes this provision because damage to the License Area has hindered, delayed, or prevented Licensee from using the License Area, Licensee may immediately erect any temporary facilities on the License Area necessary to resume service, provided that such temporary facilities do not unreasonably interfere with Licensor's use of the Property or ability to repair or restore the License Area. If, in Licensor's sole and absolute discretion, it elects to repair or restore the License Area, upon completion of such repair or restoration, Licensee is obligated to repair or rebuild Licensee's Improvements in accordance with the terms of this document. E. Notice. All notices, demands, requests, consents, approvals, and other instruments required or permitted to be given, served or delivered pursuant to this Agreement shall be in writing, signed by the notifying party, or officer, agent or attorney of the notifying party, and shall be deemed to have been effective upon delivery in writing if served personally, including but not limited to delivery by messenger, overnight courier service or by overnight express mail, or upon Docusign Envelope ID: 80904917-D605-8A3A-8295-4A99BCBC74C6 posting if sent by registered or certified mail, postage prepaid, return receipt requested, and addressed as follows: To Licensor: City of Pueblo Department of Planning and Community Development Attn: Beritt Odom 101 W Riverwalk, Pueblo, CO 81003 pIl is is iiic ..011 indu .. II° ! 112::..! With copy to: City of Pueblo Law Department Attn: Laura Portis 101 W Riverwalk, Pueblo, CO 81003 To Licensee: Lamar Advertising of Colorado Attn: Trevin Wecks 720 Seedling Ct. Colorado Springs, Co 80915 719-473-4747 With copy to: Lamar Advertising Attn: General Counsel Legal Department 5321 Corporate Blvd., Baton Rouge, LA 70808 225-926-1000 The address to which any notice, demand or other writing may be delivered to any party as above provided may be changed by written notice given by such party as above provided. F. Entire Agreement; Waiver. All of the representations and obligations of the Parties are contained herein, and no modification, waiver or amendment of this Agreement or of any of its conditions or provisions shall be binding upon a Party unless in writing signed by that Party or a duly authorized agent of that Party empowered by a written authority signed by that Party. No waiver by either party of any default under this Agreement shall be effective or binding upon such party unless made in writing. No waiver of any default shall be deemed a waiver of any other or subsequent default hereunder. G. Limitation of Liability. In no event shall either Party be liable to the other Party for any consequential damages, including, but not limited to, lost profits or revenue, cost of capital, cost Docusign Envelope ID: 80904917-D605-8A3A-8295-4A99BCBC74C6 of replacement services, or claims of customers or of other third parties, occasioned by any cause whatsoever, including, without limitation, the display of messages or advertisements or the disruption of the display messages or advertisements. H. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. Venue shall be in the District Court for Pueblo County, State of Colorado. I. Rules of Construction. The Parties hereto and their attorneys have had full opportunity to review and participate in the drafting of the final form of this Agreement. Accordingly, this Agreement shall be construed without regard to any presumption or other rule of construction against the party causing the Agreement to be drafted. Except as otherwise provided herein, all rights, powers, and privileges conferred hereunder upon the parties shall be cumulative and not restrictive to those given by law. Pronouns, wherever used herein, and of whatever gender, shall include natural persons, corporations, governing bodies, and districts of every kind and character, and the singular shall include the plural wherever and as often as may be appropriate. J. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same agreement. The parties shall be entitled to rely on signatures transmitted by email or Internet - based electronic signature service providers (e.g., DocuSign). K. Partial Invalidity. If any term or provision of this Agreement is adjudicated invalid, void or unenforceable, the parties agree to reduce the scope, duration, area or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, void or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the original intention of the invalid or unenforceable term or provision. L. Relationship of Parties. None of the terms or provisions of this Agreement shall be deemed to create a partnership between the parties and their respective businesses or otherwise, nor shall it cause them to be considered joint venturers or members of any joint enterprise. M. Cooperation. The Licensee and the City agree to cooperate in performing under this Agreement. Each Party agrees to take such action as may be reasonably requested to carry out the purpose and intent of this Agreement. N. Attorney Fees. In the event that a Party commences any action or proceeding against the other in order to enforce the provisions hereof, the prevailing Party in any such action shall be awarded, in addition to any amounts for relief otherwise awarded, all reasonable costs incurred in connection therewith, including Court -awarded attorneys' fees. O. Survival. Licensee's obligation set forth herein regarding liability, insurance and indemnification shall survive the termination or expiration of this Agreement. XVIII. RIGHT OF FIRST OFFER AND RIGHT OF FIRST REFUSAL A. Right of First Offer (ROFO). During the Term of this Agreement, should Licensor identify additional City -owned land or interests that it deems suitable for the placement of one or more Public -Private Partnership Signs (the "Additional Property"), Licensor shall, prior to offering a license or lease for such Additional Property to any third party or issuing a Request for Proposal Docusign Envelope ID: 80904917-D605-8A3A-8295-4A99BCBC74C6 (RFP) for the same, provide Licensee with a written notice of the availability of such Additional Property. Licensee shall have thirty (30) days from receipt of said notice to submit a proposal to license the Additional Property. If the Parties, acting in good faith, are unable to reach an agreement on terms within sixty (60) days of Licensee's proposal, Licensor may then offer the Additional Property to third parties. B. Right of First Refusal (ROFR). In the event that a third party approaches Licensor with an unsolicited offer to license, lease, or otherwise develop PPP Signs on City -owned land, or if Licensor intends to accept a third -party offer following the expiration of the ROFO period described in Section XVIII.A, Licensor shall first provide Licensee with a written notice containing the exact terms and conditions of such third -party offer (the "Third -Party Notice"). C. Exercise of ROFR. Licensee shall have thirty (30) days from the receipt of the Third -Party Notice to exercise its right to license the subject property by agreeing to match the material financial terms and conditions set forth in the Third -Party Notice. If Licensee exercises this right, the Parties shall execute a Site Supplemental Form or Amendment to this Agreement within thirty (30) days thereafter. D. Failure to Exercise. If Licensee fails to exercise its ROFR within the time provided, Licensor may enter into an agreement with the third party on terms no more favorable to the third party than those offered to Licensee. If such third -party agreement is not executed within one hundred eighty (180) days, Licensee's ROFR shall be reinstated for that specific property. SIGNATURE BLOCK IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth above. APPROVED FOR CITY OF PUEBLO: CITY OF PUEBLO, COLORADO a home rule municipal corporation signed by: By: ED& Heather Graham, Mayor Approved7(:41 , sprm: By: Pbl'1ts Laura Portis,� sslsant ity Attorney Attest: DocuSigned by: By: Clyde Bishop, City Clerk Docusign Envelope ID: 80904917-D605-8A3A-8295-4A99BCBC74C6 ACCEPTANCE BY LICENSEE: The undersigned, duly authorized on behalf of LAMAR ADVERTISING OF COLORADO SPRINGS, LLC, a Colorado limited liability company, has read the foregoing License Agreement and agrees for and on behalf of said LAMAR ADVERTISING OF COLORADO SPRINGS, LLC, a Colorado limited liability company, that it will accept and will abide by all of the terms and conditions thereof. LICENSEE: Signed by: By: `Vr uitrt k4s Name: Trevin Wecks Title: Vice President, General Manager EXHIBIT A: PROPOSED PPP SIGN LOCATIONS INITIAL PROPOSED PPP SIGN LOCATIONS This Exhibit A is attached to and made part of that certain License Agreement by and between the City of Pueblo, Colorado, as Licensor, and Lamar Advertising of Colorado Springs, LLC, as Licensee, dated/effective October26 , 2026. The following locations are identified as the initial locations under the Agreement. Inclusion of a location in this Exhibit A identifies the general City Property or License Area eligible for further review and development under the Agreement. Inclusion of a location in this Exhibit A does not constitute final development plan approval, sign permit approval, building permit approval, CDOT approval, utility approval, or authorization to commence construction. Each location remains subject to all applicable City review, Planning and Zoning Commission review, permitting, engineering, utility, CDOT, and other governmental approvals required by law. Each location shall also remain subject to Licensee's due diligence review, including but not limited to surveying, utility review, engineering analysis, infrastructure conflicts, constructability review, spacing analysis, access review, and any other evaluation reasonably necessary to determine feasibility. Licensee shall perform such preliminary due diligence as is reasonably necessary to prepare the plans submitted to the Planning and Zoning Commission for review and approval. Nothing in this Exhibit A obligates Licensee to construct, operate, or maintain a PPP Sign at any listed location. Licensee may elect not to pursue, may suspend review of, or may withdraw any listed location prior to commencement of construction based upon due diligence findings, City review comments, permitting requirements, engineering considerations, utility availability, access limitations, regulatory review, development conflicts, economic feasibility, operational considerations, or other business factors. Docusign Envelope ID: 80904917-D605-8A3A-8295-4A99BCBC74C6 For clarity, Site Supplemental Forms are intended for additional or substituted locations not included in this Exhibit A, unless otherwise mutually agreed by the Parties. Location Parcel Number Historical Zoning Current Zoning I-25 & Gruma 04-313-19- Industrial District (I-3) Government Use District (S-1) Dr #2 010 Hwy 50 & 05-142-00- Highway and Arterial Business Highway and Arterial Business Wills 072 District (B-3) District (B-3) I-25 & 30th 05-241-02- Central Business District (B-4) Central Business District (B-4) Street 024 I-25 & Mel 05-130-00- Central Business District (B-4) Central Business District (B-4) Harmon 071