HomeMy WebLinkAboutCC AG PKT 2014-03-10 #E AGENDA STAFF REPORT
DATE: March 10, 2014
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Sean P. Crumby P.E., Director of Public Works
SUBJECT: CLEAR CHANNEL OUTDOOR FOR BUS SHELTERS
SUMMARY OF REQUEST:
That the City Council adopt Resolution No. 6441 approving an agreement with
Clear Channel Outdoor to provide and maintain 22 bus shelters citywide for a five
year term.
BACKGROUND AND ANALYSIS:
The City of Seal Beach has bus stops for transit agencies throughout the City. In
order to provide seating and protection From adverse weather, the City entered
into an agreement for bus shelters with Metro Display Advertising, Inc. in January
1997. In 2001, Metro Display Advertising, Inc. changed their name to Clear
Channel Outdoor. In 2002 and 2008, the City of Seal Beach renewed their
contract in five year terms.
Clear Channel Outdoor would like to continue with a new agreement for an
additional five year term with an option to renew an additional five years with the
same agreement and conditions.
This agreement ensures that the City will not incur costs for maintenance and
installation of the shelters. Additionally, the City receives revenue for allowing
advertising to be placed on the shelters. Without this agreement, the City will be
responsible for all costs to perform maintenance, graffiti cleanup, emptying of
trash, etc.
In consideration of the right to install the bus shelters, maintain them and sell
advertising, Clear Channel agreed to increase the gross advertising revenues to
the City from 15% to 20%. However, due to the downturn in ad sales, the City
has agreed to reduce the minimum guaranteed payment from $49,200 to
$43,000 annually.
ENVIRONMENTAL IMPACT:
There is no environmental impact related to this item.
Agenda Item— E
LEGAL ANALYSIS:
The City Attorney has reviewed and approved as to form.
FINANCIAL IMPACT:
This proposed agreement will provide revenue to the City's General Fund with a
minimum guaranteed payment of$43,000.
RECOMMENDATION:
That the City Council adopt Resolution No. 6441 approving an agreement with
Clear Channel Outdoor to provide and maintain 22 bus shelters citywide for a five
year term.
SUBMITTED BY: NOTED AND APPROVED:
Sean P. Crumby, P.E. 4il!)R. Ingram, City M_*ager
Director of Public Works
Attachments:
A. Resolution No. 6441
B. Bus Shelter Agreement with Clear Channel
Page 2
RESOLUTION NUMBER 6441
A RESOLUTION OF THE SEAL BEACH CITY COUNCIL
APPROVING A 5-YEAR AGREEMENT WITH CLEAR CHANNEL
OUTDOOR TO PROVIDE AND MAINTAIN BUS SHELTERS AT
22 LOCATIONS CITYWIDE
THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE:
SECTION 1. The City Council hereby approves the 5-year agreement
between the City of Seal Beach and Clear Channel Outdoor("Agreement").
SECTION 2. The Council hereby directs the City Manager to execute the
agreement.
PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a
regular meeting held on the 10th day of March , 2014 by the following vote:
AYES: Council Members
NOES: Council Members
ABSENT: Council Members
ABSTAIN: Council Members
Mayor
ATTEST:
City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Linda Devine, City Clerk of the City of Seal Beach, do hereby certify that the
foregoing resolution is the original copy of Resolution Number 6441 on file in
the office of the City Clerk, passed, approved,and adopted by the City Council at
a regular meeting held on the 10th day of March 2014.
City Clerk
AGREEMENT FOR
BUS SHELTER MAINTENANCE AND ADVERTISING
between
SEAL
FR Zt-
27
NT
City of Seal Beach
211 - 8th Street
Seal Beach, California 90740
Clear Channel Outdoor, Inc.
[19320 Harborgate Way
Los Angeles California 90501]
This Agreement ("the Agreement") is made as of , 2014, by and between Clear
Channel Outdoor Inc, ("Contractor"), a Delaware corporation, and the City of Seal Beach
("City"), a California charter city, (collectively, "the Parties").
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RECITALS
A. Qty desires bus shelters, each individually hereinafter referred to as *^ she)&z,"to
be provided and maintained at various designated bus stop locations throughout the City.
B. Contractor represents that it is willing and qualified to provide such shelters tinder
the terine and conditions hereinafter set forth.
WHEREFORE, in consideration of the respective covenants and promises herein
contained and subject to all of the 1er7no and conditions hnruof, the Parties hereby ugcou as
follows:
AGREEMENT
1'0 Applicability
This Agreement applies to the shelters located within the City ua depicted inExhibit A to
this Agreement, which is hereby incorporated by this reference. This Agreement contains all
covenants and agreements between the Parties with respect La these shelters and supersedes any
and all other agreements between the Parties, either oral or written, with respect 10 these shelters.
Each Party to this Agreement mcko0w\ud8ou that no representation, inducements, promises or
agreements, orally oc otherwise, have been made by any party, or anyone acting om behalf o[any
party, that are not embodied herein, and that any amendment to this Agreement shall be effective
only if executed in vmihog and signed by both City and Contractor.
2'0 Grant of License by City
2.1 City hereby grants Contractor, subject to the tornao and conditions of the
J\g7ue,ncn1, a license tomaintain and repair shelters at the |ucod000 depicted in Exhibit A.
2.2 This Agreement shall not be construed as granting Contractor any interest inreal
property owned by the City, and Contractor hereby expressly disclaims any such interest,
3'0 Fee Payable to City
3.1 During each year of the effective term o[this Agreement (including any extension
thereof pursuant to Section 7 of this Agreement), Contractor must pay City an annual fee equal
to the greater 0feither: (l) 2OY6ofthe Arnma advertising revenue generated by the shelters; or(2)
the applicable Minimum Annual Guarantee (herein so-called) set forth below:
Portion of Effective Term, &L)l i cable IV inimum Annual Guarantee
Ycuca 1-5 $431,000.00
Years 8-|O $45,000.00*
*if applicable
3.2 Contractor must nookc pa/mends of portions of the annual fee on o nonni-uuunal
basis uafollows:
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(a) Contractor must make payment for the first half of each calendar year not
later than July 31 of that year, which payment shall be half of the applicable Minin-turn Annual
Guarantee;
(b) Contractor must pay the balance of the annual fee for each calendar year
no later than January 31 of the following year, and
(c) Any amounts not paid when due shall bear interest at the rate of 1% per
month, compounded monthly(but in no event more than the greatest rate permitted by applicable
law),
3.3 All payments from Contractor to City must be accompanied and supported by a
Statement of Account showing all shelters subject to this Agreement and the revenues received
for each. Contractor must allow City or City's agents or representatives to inspect Contractor's
books and records at Contractor's offices during reasonable business hours, upon no less than 15
days prior notice, to verify the fees due to City. City's right to inspect Contractor's books and
records pursuant to this Section shall survive for two years -following the termination of this
Agreement.
4.0 Contractor's Services
4.1 Contractor must, at its sole cost and expense, maintain, repair, clean, and service
the shelters.
4.1,1 Contractor's personnel may enter upon and into shelters for purposes of
maintaining, repairing, cleaning, and servicing the shelters at any time reasonably necessary
therefor.
4.1.2 Contractor must maintain the shelters in a state of good repair and must
promptly repair any damage to the shelters and remove any graffiti from the shelters,
4.1.3 Contractor must clean and collect trash from all shelters not less than 2
times per week.
4.2 Contractor must, in performance of this Agreement, comply with all applicable
federal, state,and local law.
4.3 Contractor must obtain and maintain all necessary permits for each shelter and is
solely responsible for payment of all fees, costs, and permit charges regularly assessed by City.
4.4 Contractor must maintain all shelters in accordance with designs, plans, and
specifications approved by the City Manager or his or her designee. Contractor must display its
name in a conspicuous location on each shelter. Contractor must submit any proposed change in
the design or configuration of any shelter to the City Manager for his or her prior written
approval at least 30 days prior to the change.
4.5 Contractor must pay all sums that may become due for electrical energy supplied
to the shelters and must indemnify City against any and all such costs.
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4.6 Contractor may utilize the shelters for advertising subject to the requirements of
California Business &Professions Code, Section 5408.5 and the terms and conditions set forth in
this Section 4.6,
4.6.1 Contractor must make at least 10% of the advertising space on the shelters
available at no charge to the City for the display of public service announcements.
4.6.2 All advertising and design diagrams are subject to the approval of the City
Manager or his or her designee,
4.6.3 Contractor must not display any advertisement or sign on any shelter
outside the area of the shelter designated for advertising pursuant to the design diagrams.
4.6.4 Contractor must not display any advertisement or sign on any shelter that
would be,offensive or objectionable to the public.
4.6.5 Contractor must not display any advertisement or sign on any shelter for
competing services or products within a one-block- radius of real property primarily devoted to
providing those services or products.
4.6.5 Contractor must not display any adult oriented advertising or advertising
for alcoholic beverages or tobacco products.
4,6.6 Contractor must not display on any shelter any work, phrase, symbol or
character likely to interfere with, mislead, or distract traffic, or conflict with any traffic control
device. Advertising panels must not be excessively illuminated or include rotating, flashing, or
revolving n-lighti devices or moving parts.
ZZ,
4.6.7 If the City, in its sole discretion, determines that any advertising on any
shelter violates the terms and conditions of this Section 4.6 Contractor must remove the
advertising within 24 hours or receiving notice from the City. City may cover the advertisement
until such time as Contractor has removed the advertisement,
5.0 Additional Shelters
5.1 Contractor may install shelters at additional locations if it obtains the prior written
approval of the City. Such shelters must comply with all provisions of this Agreement,
Notwithstanding anything to the contrary herein, Contractor is not and shall not be obligated to
install or construct any new or additional shelters-under this Agreement.
5.2 Where installation of a new shelter requires disturbing existing pavement,
Contractor must promptly replace that pavement in a mariner satisfactory to City. If Contractor's
work results in any damage to utilities, street furniture, vegetation, or private property,
Contractor must promptly restore, repair, or replace the damaged property to its original or a
better condition.
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6.0 Shelter Removal
6.1 Contractor may remove any shelter subject to this agreement upon 30 days written
notice to the City if federal, state, or local taxes or regulations substantially diminish the value
for advertising purposes of any shelter subject to this Agreement.
6.2 Contractor may remove any shelter subject to this agreement upon 30 days written
notice to the City if the shelter is subject to chronic vandalism. For these purposes, chronic
vandalism is damage inflicted to a shelter during any I year period that requires cumulative
expenditures for replacement and repair in excess of the original cost of construction and
installation of the shelter.
63 If-upon expiration or tennination of this Agreement, the City opts for the removal
of any or all shelters, Contractor must immediately remove any or all such shelters as the City
requests be removed. If Contractor does not remove all shelters within 30 days after notice to
remove, City shall have the right to remove the remaining shelters, in which event Contractor
must reimburse City for all costs of removal and site restoration.
6.4 Upon removal of any or all shelters under any circumstances, Contractor must
also remove all material on the site, including but not limited to, all wires, and restore the site to
the condition existing prior to installation of the shelter, including complete restoration of any
sidewalk upon which the shelter was located.
7.0 Term
This term of this Agreement shall commence as of January 1, 2014, and shall continue
for a term of 5 years unless previously terminated as provided by this Agreement. Contractor
shall have the option to renew this Agreement for an additional 5 years, upon the same terms and
conditions as set forth in this Agreement, provided Contractor notifies City in writing of
Contractor's intention to exercise its option at least 60 days prior to the expiration of the initial
teen. Contractor shall have no right to extend the term while it is in default under this
Agreement, unless the time allowed to cure such default has not yet passed.
8.0 Termination
8.1 This Agreement may be terminated by City, without cause, or by Contractor
based on reasonable cause, upon giving the other party written notice thereof not less than thirty
30 days prior to the date of termination.
8.2 This Agreement may be terminated by City upon 10 days' notice to Contractor if
Contractor fails to provide satisfactory evidence of renewal or replacement of comprehensive
general liability insurance as required by this Agreement at least 20 days before the expiration
date of the previous policy.
9.0 Independent contractor
Contractor is an independent contractor and not an employee of the City. All services
provided pursuant to this Agreement shall be performed by Contractor or under its supervision.
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Contractor will determine the means, methods, and details of performing the services. Any
additional personnel performing services under this Agreement on behalf of Contractor shall also
not be employees of City and shall at all times be under Contractor's exclusive direction and
control. Contractor shall pay all wages, salaries, and other amounts due such personnel in
connection with their perfon-nance of services under this Agreement and as required by law.
Contractor shall be responsible for all reports and obligations respecting such additional
personnel, including, but not limited to: social security taxes, income tax withholding,
unemployment insurance, disability insurance, and workers' compensation insurance.
10.0 Insurance
10.1 Contractor must not commence work under this Agreement until it has provided
evidence satisfactory to the City that Contractor has secured all insurance required under this
Section. Contractor must furnish City with original certificates of insurance and endorsements
effecting coverage required by this Agreement on forms satisfactory to the City. The certificates
and endorsements for each insurance policy must be signed by a person authorized by that
insurer to bind coverage on its behalf, and must be on forms provided by the City if requested.
All certificates and endorsements must be received and approved by the City before work
commences. The City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
10.2 Contractor must, at its expense, procure and maintain for the duration of the
Agreement, insurance against claims for injuries to persons or damages to property that may
arise from, or in connection with the performance of this Agreement. Insurance is to be placed
with insurers with a current A.M. Best's rating no less than ANIIT, licensed to do business in
California, and satisfactory to the City. Coverage must be at least as broad as the latest version
of the following: (1) General Liability: Insurance Services Office Commercial General Liability
coverage (occurrence farm CG 0001); and (2) Automobile Liability: Insurance Services Office
Business Auto Coverage form number CA 0001, code I (any auto). Contractor must maintain
limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal
injury and property damage and if Commercial General Liability Insurance or other form with a
general aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be twice the required occurrence limit;
and(2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
10.3 The insurance policies must contain the following provisions, or Contractor must
provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not
be suspended, voided, reduced or canceled except after 30 days prior written notice by certified
mail, return receipt requested, has been given to the City-, (2) any failure to comply with
reporting or other provisions of the policies, including breaches of warranties, shall not affect
coverage provided to the City, its directors, officials, officers, (3) coverage must be primary
insurance as respects the City, its directors, officials, officers, employees, agents and volunteers,
or if excess, must stand in an unbroken chain of coverage excess of the Contractor's scheduled
underlying coverage and that any insurance or self-insurance maintained by the City, its
directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's
insurance and must not be called upon to contribute with it; (4) for general liability insurance,
that the City, its directors, officials, officers, employees, agents and volunteers shall be covered
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as additional insureds with respect to the services or operations performed by or on behalf of the
Contractor, including materials, parts or equipment furnished in connection with such uch work-, and
(5) for automobile liability, that the City, its directors, officials, officers, employees, agents and
volunteers shalt be covered as additional insureds with respect to the ownership, operation,
maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the
Contractor or for which the Contractor is responsible.
10.4 All insurance required by this Section must contain standard separation of
insureds provisions and must not contain any special limitations on the scope of protection
afforded to the City, its directors,officials, officers, employees, agents,and volunteers.
10.5 Any deductibles or self-insured retentions must be declared to and approved by
the City. Contractor 91.1 arantees that, at the option of the City, either: (1) the insurer shall reduce
or eliminate such deductibles or self-insured retentions as respects the City, its directors
officials, officers, employees, agents, and volunteers; or (2) the Contractor shall procure a bond
guaranteeing payment of losses and related investigation costs, claims and administrative and
defense expenses,
11.0 Representatives and Notices
ILl The City Manager is the City's representative for purposes of this Agreement.
11.2 Director of Public Affairs for Clear Channel Outdoor - Southern California
Division is the Contractor's sole representative for purposes of this Agreement.
11.3 Notices and written communications sent by one party to the other must be
personally delivered or sent by certified or registered U.S. Mail, return receipt requested,postage
prepaid, to the following addresses (or such other addresses as may be designated by notice
given in accordance with this paragraph):
If to City: City of Seal Beach
211 Eighth Street
Seal Beach, CA 90740
Attn' City Manager
If to Contractor: Clear Channel Outdoor, Inc.
19320 Harborgate Way
Los Angeles CA 90501
Attn.: President- Southern California Division
12.0 Subcontractors
No portion of this Agreement shall be subcontracted without the prior written approval of
the City. Contractor is fully responsible to City for the performance of any and all
subcontractors.
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13.0 Assignment
Contractor must not assign or transfer any interest in this Agreement whether by
assignment or novation, without the prior written consent of City. Any purported assignment
without such consent shall be void and without effect. Notwithstanding anything to the contrary
herein, Contractor shall have the right to assign or transfer this Agreement to an entity
controlled, under common control with or affiliated with Contractor or that acquires all or
substantially all of concessionaire's assets or stock without the consent of City.
14.0 Indemnification and Hold Harmless
Contractor must defend, indemnify, and hold the City, its officials, officers, employees,
volunteers and agents fi•ec and harmless from any and all claims, demands, causes of action,
costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons,
including wrongful death, in any manner arising out of or incident to any acts, omissions, or
misconduct of Contractor, its employees, or its agents, arising out of or in connection with the
performance of this Agreement, including without limitation the payment of all consequential
damages and attorneys fees and other related costs and expenses, except for such loss, damage,
or injury arising from the sole negligence or willful misconduct of the City. Contractor must
defend, at Contractor's own cost, expense., and risk, any and all such aforesaid suits, actions, or
other legal proceedings of every kind that may be brought or instituted against City, its directors,
officials, officers, employees, agents or volunteers. Contractor must pay and satisfy any
judgment, award, or decree that may be rendered against City or its directors, officials, officers,
employees, agents or volunteers. in any such suit, action or other legal proceeding. Contractor
must reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for
any and all legal expenses and costs incurred by each of them in connection therewith or in
enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be
restricted to insurance proceeds, if any, received by the City, Its directors, officials, officers,
employees, agents or volunteers. All duties of Contractor under this Section shall survive
termination of this Agreement.
15.0 Labor Certification
By its signature hereunder, Contractor certifies that it is aware of the provisions of
Section 3700 of the California Labor Code that require every employer to be insured against
liability for Worker's Compensation or to undertake self-insurance in accordance with the
provisions of that Code, and agrees to comply with such provisions before commencing the
performance of the Services,
16.0 Validity
The invalidity in whole or in part of any provisions of this Agreement shall not void or
affect the validity of the other provisions of this Agreement.
17.0 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
date and year first above written.
CITY OF SEAL BEACH CLEAR CHAN L OUTDOOR, INC.
By: By:
Jill R. Ingram,City Manager
Name: A4
Attest:
Its:
By:
Linda Devine, City Clerk By:
Approved as to Form:
Name:
By: Its:
Quinn Barrow, City Attorney
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EXHIBIT A
Direction Location
1 SB SEAL BEACH BLVD at BOEING ENTRANCE
2 SB SEAL BEACH BLVD at NORTH GATE ROAD
3 SB SEAL BEACH BLVD at BOLSA
4 SB SEAL BEACH BLVD at BRADBURY
5 SB SEAL BEACH BLVD at LAMPSON
5 NB SEAL BEACH BLVD at OLD RANCH
7 NB SEAL BEACH BLVD at PCH
8 SB SEAL BEACH BLVD at PCH
9 SB SEAL BEACH BLVD at TOWNE CENTER DR
10 NB SEAL BEACH BLVD at ROAD C
11 SB SEAL BEACH BLVD at ROSSMOOR CENTER WAY
12 SB SEAL BEACH BLVD at ST. ANDREWS
13 NB SEAL BEACH BLVD at ST. CLOUD
14 EB WESTMINSTER at 2900 WESTMINSTER
15 N B PCH at 1ST
16 SB PCH at 1ST
17 SB PCH at ANDERSON
18 N B PCH at BALBOA
19 NB PCH at BOLSA
20 NB PCH at MAR VISTA
21 NB PCH at SEAL BEACH BLVD
22 SB PCH at SEAL BEACH BLVD