HomeMy Public PortalAboutAgreement_2014-08-14_CBS Decaux Street Furniture, LLCTRANSIT SHELTER ADVERTISING LICENSE
MAINTENANCE AGREEMENT
By and Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
CBS DECAUX STREET FURNITURE, LLC,
a Delaware limited liability company
DATED , 2014
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TRANSIT SHELTER ADVERTISING LICENSE & MAINTENANCE AGREEMENT
Between
The City of Temple City, California
and
CBS Decaux Street Furniture, LLC
This Transit Shelter Advertising License & Maintenance Agreement ("Agreement") is
entered into as of this day of , 2014 by and between the CITY OF TEMPLE
CITY, a municipal corporation ("CITY") and CBS DECAUX STREET FURNITURE, LLC, a
Delaware limited liability company ("CBS DECAUX"). CITY and CBS DECAUX are
sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to
as the "Parties."
RECITALS
A. CITY has sought, by issuance of a Request for Proposals for Bus Shelter
Advertising and Maintenance Services, the performance of the services described in this
Agreement.
B. After duly reviewing all proposals received, the CITY selected CBS DECAUX to
perform the services described in this Agreement.
C. Pursuant to the CITY's Municipal Code, CITY has authority to enter into this
Agreement and the City Council has authorized the City Manager to execute and administer this
Agreement.
D. The terms and conditions under which CBS DECAUX will perform the services
and under which CITY will pay for those services are set forth below.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained here and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows:
SECTION 1. TERM OF AGREEMENT
The term of this Agreement shall be a period of five (5) years ("Term"), unless earlier
terminated as provided in Section 17 "Termination" of this Agreement. The Term shall
commence on July 1" 2014 provided this Agreement has been duly executed by both parties
(the "Commencement Date") and run continuously thereafter. The Term may be extended once
for an additional period of five (5) years by written notice of either party to the other delivered
ninety (90) days prior to the expiration of the initial Term. Both the initial term and extended
term shall be known as the "Term" for purposes of this Agreement. Each full consecutive twelve
(12) month period of the Term immediately following the Commencement Date is hereinafter
referred to as an "A reement Year". Each full consecutive three (3) month period of the Term
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immediately following the Commencement Date is hereinafter referred to as a "Quarterly
Period."
SECTION 2. EXCLUSIVE LICENSES TO ADVERTISE
Subject to the terms and conditions of this Agreement, CITY hereby grants to CBS
DECAUX for duration of the Term an exclusive license to market, lease and place commercial
advertisements for profit on the installed transit shelters ("Transit Shelters") specifically
identified in Exhibits "A" and "B" to this Agreement. CBS DECAUX shall use its best efforts to
sell advertising space and operate a fully staffed business office to manage its sales effort to
maximize advertising revenue. CBS DECAUX shall use commercially reasonable efforts to be
familiar with the greater Los Angeles market area and be capable of acquiring both local and
national advertising contract.
SECTION 3. ADVERTISING REQUIREMENTS
CBS DECAUX and all advertising on Transit Shelters shall adhere to the following
requirements:
(a) CBS DECAUX shall be solely responsible for producing and maintaining all
finished advertising material installed on Transit Shelters, except as provided in paragraph (h)
below.
(b) CBS DECAUX shall remove damaged, stolen or defaced ads within 24 hours of
written notice by CITY.
(c) CBS DECAUX shall also remove all dated advertising materials within five (5)
days from their expiration date. Dated materials refer to advertisements that are relevant to a
specific time period which has elapsed or relevant to a specific event which has occurred.
(d) All advertising shall be for commercial purposes, except as provided in paragraph
(h) below, shall comply with generally accepted industry principles with respect to good taste,
and shall comply with all applicable laws and regulations including but not limited to truth in
advertising, copyrights and trademarks.
(e) The CITY has discretion to determine whether an advertisement is in good taste or
for appropriate purposes. In the event the CITY makes such determination, such advertisement
shall be removed within 24 hours after CBS DECAUX's receipt of written notification by CITY.
(i) Advertisements shall not display, depict or portray any of the following:
(1) Nude genitalia (including buttocks and female breasts, areola, and
nipples), or sexual acts.
(2) Profanity, profane words or gestures.
(3) Lewd, indecent, vulgar or obscene content.
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(4) Use or sale of illegal drugs or narcotics, or the abuse of legal drugs or
narcotics. CBS DECAUX shall not use the Transit Shelters to
advertise the use, sale, cultivation, availability or anything related to
marijuana, marijuana products, or its derivatives.
(5) Scenes of graphic violence or cruelty or severe injury to human beings
or animals.
(ii) CBS DECAUX shall not use the Transit Shelters to advertise the use, sale,
cultivation, availability or anything related to tobacco, tobacco products, or
its derivatives.
(iii) CBS DECAUX shall not use the Transit shelters to advertise the use, sale,
distillation, availability or anything related to consumable alcoholic
beverages or other products except as expressly provided herein. CBS
DECAUX may display advertising for consumable alcoholic beverages
only on the advertising panels of the Transit Shelters at the six (6)
locations identified as Exhibit "C". These locations are currently located
at least 500 feet from public schools, public parks and known places of
faith. In the future, if any of these locations should come within 500 feet
of a public school, public park, or known place of faith then advertising of
consumable alcoholic beverages shall be discontinued, and CITY will
determine whether an alternate site meets the location requirements. If no
such site meets the location requirement then the number of locations shall
be reduced until time as an additional location, if any, becomes available.
There shall be no offset or reduction in License Fees paid by CBS
DECAUX to CITY under Section 4 of this Agreement as a result of a
temporary or permanent reduction of sites.
(iv) Advertisements shall not be used for political, religious, and/or issue
oriented purposes, except as provided in paragraph (h) below.
(f) Advertising posters will be displayed within display boxes affixed to the shelters.
From time to time CBS DECAUX shall be permitted to install, at the sole cost and expense of
CBS DECAUX, digital panels in lieu of traditional printed posters. CBS DECAUX may
periodically be permitted to display advertisements on the backside or roof of Transit Shelters
pre -approved and pre -designated by CITY.
(g) Ad panels on Transit Shelters may be illuminated at night.
(h) At no charge to CITY, CBS DECAUX agrees to provide CITY with advertising
space on eighteen (18) bus shelters for one 4 -week period during each Agreement year and shall
make all unsold space available to the CITY for the display of public service announcements.
CBS DECAUX shall also post and remove these public service announcements at no charge to
the CITY. CITY shall be solely responsible for the production and expense of the public service
announcements.
SECTION 4. LICENSE PAYMENTS
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(a) In consideration of CITY's grant of the exclusive advertising license to CBS
DECAUX, CBS DECAUX agrees to pay CITY, for the duration of the Term the greater of. (i)
an aggregate of $140 per Transit Shelter installed per calendar month ("Guaranteed Fee"),
payable at the end of each Quarterly Period; or (ii) an amount equal to 15% of CBS DECAUX'
annual net revenue (as defined herein) (the "Percentage Fee'). "Annual Net Revenue" shall
mean all income actually received by CBS DECAUX from the sale of advertising on the Transit
Shelters during an Agreement Year, less any commissions paid by CBS DECAUX to advertising
agencies retained on such sales, not to exceed 16.66%. During each Agreement Year, the
Guaranteed Fee shall be paid as set forth above. The Percentage Fee shall be calculated at the
end of each Agreement Year. In the event that the Percentage Fee exceeds the Guaranteed Fee
already paid for such Agreement Year, CBS DECAUX agrees to pay to the CITY the difference
between the Percentage Fee and the Guaranteed Fee within sixty (60) days after the end of such
Agreement Year (the "True -Up Payment").
(b) CBS DECAUX shall submit to the CITY a full and accurate accounting of the
Annual Net Revenue received by CBS DECAUX and the Percentage Fee and True -Up Payment
calculations (if any) for each Agreement Year within sixty (60) days after the end of each
Agreement Year (the "Annual Report').
(c) CBS DECAUX shall keep and maintain its ledgers, books of account, and similar
records ("Financial Records") supporting its Annual Report and its calculation of the True -Up
Fee, Percentage Fee, and Guaranteed Fee in accordance with generally accepted accounting
principles and shall ensure they are sufficiently complete and detailed so as to permit an accurate
evaluation of the income received and fees paid to CITY pursuant to this Agreement. Any and
all such Financial Records maintained for five years from their creation and to the extent required
by laws relating to audits of public agencies and their expenditures. All such Financial Records
required to be maintained pursuant to this section shall be made available for inspection and
audit by the CITY at CBS DECAUX' primary local address during regular business hours upon
not less than ten (10) business days prior written notice from CITY.
SECTION 5. MAINTENANCE SERVICES
In further consideration for CITY's grant of the exclusive advertising license to CBS
DECAUX, CBS DECAUX agrees to perform, at its sole cost and expense, for the duration of the
Term, the Transit Shelter maintenance services set forth in Exhibit "A" of this Agreement
("Maintenance Services"). CBS DECAUX agrees that it shall not be compensated for any
services rendered in connection with its performance of this Agreement that are in addition to or
outside of those set forth in Exhibit "A" unless such additional services and the compensation
therefore are duly authorized in advance and in writing by the CITY Council under Section 23
"Modification" of this Agreement.
SECTION 6. STATUS OF CBS DECAUX
(a) CBS DECAUX is and shall at all times remain a wholly independent contractor
and not an officer, employee or agent of CITY. CBS DECAUX shall have no authority to bind
CITY in any manner or to incur any obligation, debt or liability of any kind on behalf of or
against CITY, whether by contract or otherwise, unless such authority is expressly conferred
under this Agreement or is otherwise expressly conferred in writing by CITY.
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(b) The personnel performing the services under this Agreement on behalf of CBS
DECAUX shall at all times be under CBS DECAUX' exclusive direction and control. Neither
CITY, nor any elected or appointed boards, officers, officials, employees or agents of CITY, shall
have control over the conduct of CBS DECAUX or any of CBS DECAUX' officers, employees,
or agents except as set forth in this Agreement. CBS DECAUX shall not at any time or in any
manner represent that CBS DECAUX or any of CBS DECAUX' officers, employees, or agents
are in any manner officials, officers, employees or agents of CITY.
(c) Neither CBS DECAUX, nor any of CBS DECAUX' officers, employees or
agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to CITY's employees. CBS DECAUX expressly waives any claim CBS
DECAUX may have to any such rights.
SECTION 7. COMPLIANCE WITH APPLICABLE LAWS; PERMITS
AND LICENSES
CBS DECAUX shall keep itself informed of and comply with all applicable federal, state
and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this
Agreement. CBS DECAUX shall obtain any and all licenses, permits and authorizations
necessary to perform the services set forth in this Agreement. Neither CITY, nor any elected or
appointed boards, officers, officials, employees or agents of CITY, shall be liable, at law or in
equity, as a result of any failure of CBS DECAUX to comply with this section.
SECTION 8. PREVAILING WAGE LAWS
It is the understanding of CITY and CBS DECAUX that California prevailing wage laws
do not apply to this Agreement because the Agreement does not involve any of the following
services subject to prevailing wage rates pursuant to the California Labor Code or regulations
promulgated thereunder: construction, alteration, demolition, installation, or repair work
performed on public buildings, facilities, streets or sewers done under contract and paid for in
whole or in part out of public funds.
SECTION 9. NONDISCRIMINATION
CBS DECAUX shall not discriminate, in any way, against any person on the basis of
race, religious creed, color, national origin, ancestry, physical disability, mental disability,
medical condition, genetic information, marital status, sex, gender, gender identity, gender
expression, age, sexual orientation, or military or veteran status in connection with or related to
the performance of this Agreement.
SECTION 10. UNAUTHORIZED ALIENS
CBS DECAUX hereby promises and agrees to comply with all of the provisions of the
Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et SeMc ., as amended, and in
connection therewith, shall not employ unauthorized aliens as defined therein. Should CBS
DECAUX so employ such unauthorized aliens for the performance of work and/or services
covered by this Agreement, and should any liability or sanctions be imposed against CITY for
such use of unauthorized aliens, CBS DECAUX hereby agrees to and shall reimburse CITY for
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the cost of all such liabilities or sanctions imposed, together with any and all costs, including
attorneys' fees, incurred by CITY.
SECTION 11. CONFLICTS OF INTEREST
(a) CBS DECAUX covenants that neither it, nor any officer or principal of its firm,
has or shall acquire any interest, directly or indirectly, which would conflict in any manner with
the interests of CITY or which would in any way hinder CBS DECAUX's performance of
services under this Agreement. CBS DECAUX further covenants that in the performance of this
Agreement, no person having any such interest shall be employed by it as an officer, employee,
agent or subcontractor without the express written consent of the City Manager. CBS DECAUX
agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with
the interests of CITY in the performance of this Agreement.
(b) CITY understands and acknowledges that CBS DECAUX is, as of the date of
execution of this Agreement, independently involved in the performance of non -related services
for other governmental agencies and private parties. CBS DECAUX is unaware of any stated
position of CITY relative to such projects. Any future position of CITY on such projects shall
not be considered a conflict of interest for purposes of this section.
(c) CITY understands and acknowledges that CBS DECAUX will, perform non -
related services for other governmental agencies and private parties following the completion of
the scope of work under this Agreement. Any such future service shall not be considered a
conflict of interest for purposes of this section.
SECTION 12. RELEASE OF PUBLIC INFORMATION
All information or work provided by a party (the "Provider") to the other party (the
"Recipient") in performance of this Agreement shall be considered confidential, unless such
information is or becomes subject to disclosure by CITY under the California Public Records Act
or the Provider expressly agrees that the information may be disclosed. Where CITY receives a
records request under the Public Records Act pertaining to information or work related to this
Agreement, CITY shall provide a copy of the request to CBS DECAUX, and then CITY will
determine, aided by any analysis CBS DECAUX desires to provide, whether the information or
work are required to be disclosed under the law. CITY will then disclose the information to the
extent and within the time required under the law. CBS DECAUX, at its sole expense, may
move for a protective order or other appropriate relief in advance of the disclosure and CITY will
reasonably cooperate with any such efforts.
SECTION 13. INDEMNIFICATION
(a) General Indemnification. CBS DECAUX shall indemnify, protect, defend and
hold harmless CITY, and any and all of its employees, officials and agents from and against any
liability (including liability for claims, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including attorneys fees and costs, court costs, interest, defense costs, and
expert witness fees), where the same arise out of, are a consequence of, or are in any way
attributable to, in whole or in part, the performance of this Agreement by CBS DECAUX or by
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any individual or entity for which CBS DECAUX is legally liable, including but not limited to
officers, agents, employees or sub -contractors of CBS DECAUX except to the extent caused by
or in connection with any negligent or wrongful act, error or omission of the CITY, its officers,
agents, employees or sub -contractors (or any entity or individual that the CITY shall bear the
legal liability thereof).
(b) Indemnification by Subcontractors. CBS DECAUX agrees to obtain executed
indemnity Agreements with provisions identical to those set forth here in this section from each
and every sub -contractor or any other person or entity involved by, for, with or on behalf of CBS
DECAUX in the performance of this Agreement. In the event CBS DECAUX fails to obtain
such indemnity obligations from others as required here, CBS DECAUX agrees to be fully
responsible according to the terms of this section. Failure of CITY to monitor compliance with
these requirements imposes no additional obligations on CITY and will in no way act as a waiver
of any rights hereunder. This obligation to indemnify and defend CITY as set forth here is
binding on the successors, assigns or heirs of CBS DECAUX and shall survive the termination of
this Agreement or this section.
(c) Limitation of Indemnification. The provisions of Section 16 do not apply to
claims arising out of or in connection with the CITY's negligent or willful acts or omissions. The
provisions of this section shall not release CITY from liability arising from negligence or willful
acts or omissions of CITY or any and all of its officials, employees and agents.
SECTION 14. INSURANCE
CBS DECAUX agrees to obtain and maintain in full force and effect during the term of
this Agreement the insurance policies set forth in Exhibit "D" "Insurance" and made a part of
this Agreement. All insurance policies shall be subject to approval by CITY as to form and
content. These requirements are subject to amendment or waiver if so approved in writing by the
City Manager. CBS DECAUX agrees to provide CITY with a certificate of insurance evidencing
such required coverage upon request.
SECTION 15. ASSIGNMENT
The expertise and experience of CBS DECAUX are material considerations for this
Agreement. CITY has an interest in the qualifications of and capability of the persons and
entities that will fulfill the duties and obligations imposed upon CBS DECAUX under this
Agreement. In recognition of that interest, CBS DECAUX shall not assign or transfer this
Agreement or any portion of this Agreement or the performance of any of CBS DECAUX's
duties or obligations under this Agreement without the prior written consent of the CITY Council
except to CBS DECAUX's member(s), to an entity controlling, controlled by or under common
control with CBS DECAUX, or to an entity that acquires a majority of CBS DECAUX's assets.
Any attempted assignment shall be ineffective, null and void, and shall constitute a material
breach of this Agreement entitling CITY to any and all remedies at law or in equity, including
summary termination of this Agreement. CITY acknowledges, however, that CBS DECAUX, in
the performance of its duties pursuant to this Agreement, may utilize subcontractors.
SECTION 16. DEFAULT
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In the event that CBS DECAUX is in default under the terms of this Agreement, the
CITY shall give notice to CBS DECAUX of the default and the reasons for the default and CBS
DECAUX may start to cure such failure within thirty (30) days of receipt of such notice provided
that for any non -monetary default, if a cure cannot reasonably be effected in thirty (30) days,
CBS DECAUX may continue such cure past said thirty (30) day period provided it commences
such cure within thirty (30) days from receipt of written notice and diligently pursues such cure
to completion. If CBS DECAUX does not so cure the default, the CITY may take necessary
steps to terminate this Agreement under Section 17.
SECTION 17. TERMINATION OF AGREEMENT
(a) If either CBS DECAUX or CITY fail to perform any material obligation under
this Agreement and such default extends beyond all notice and cure periods set forth in this
Agreement, then, in addition to any other remedies, the non -defaulting party may terminate this
Agreement immediately upon written notice.
(b) Upon termination of this Agreement by either CBS DECAUX or CITY as set
forth herein, all property belonging exclusively to CITY which is in CBS DECAUX's possession
shall be returned to CITY. CBS DECAUX shall furnish to CITY a final accounting of income
received by CBS DECAUX and shall pay CITY all amounts required under Section 4 of the
Agreement within thirty (30) days of Termination.
SECTION 18. EXCUSABLE DELAYS
CBS DECAUX shall not be liable for damages, including liquidated damages, if any,
caused by delay in performance or failure to perform due to causes beyond the control of CBS
DECAUX. Such causes include, but are not limited to, acts of God, acts of the public enemy,
acts of federal, state or local governments, acts of CITY, court orders, fires, floods, epidemics,
strikes, embargoes, and unusually severe weather. The Term and Fee of this Agreement shall be
equitably adjusted for any delays due to such causes.
SECTION 19. NOTICES
All notices required or permitted to be given under this Agreement shall be in writing and
shall be personally delivered, or sent by telefacsimile or certified mail, postage prepaid and return
receipt requested, addressed as follows:
To CITY: City of Temple City
9701 Las Tunas Dr.
Temple City, CA 91780
Attn: City Manager
To CBS DECAUX: CBS Decaux Street Furniture, LLC
3 Park Avenue, 33`d Floor
New York, NY 10016
Attn: Bernard Parisot
and:
CBS Decaux Street Furniture, LLC
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405 Lexington Avenue
New York, NY 10174
Attn: Richard Sauer, Esq.
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or,
if mailed, three (3) business days after deposit of the same in the custody of the United States
Postal Service or one (1) business day after deposit with a nationally recognized overnight
courier.
SECTION 20. AUTHORITY TO EXECUTE
The person or persons executing this Agreement on behalf of CBS DECAUX represents
and warrants that he/she/they has/have the authority to so execute this Agreement and to bind
CBS DECAUX to the performance of its obligations hereunder.
SECTION 21. ADMINISTRATION AND IMPLEMENTATION
This Agreement shall be administered and executed by the City Manager or his or her
designated representative, following approval of this Agreement by the City Council. The City
Manager shall have the authority to issue interpretations and to make minor amendments to this
Agreement on behalf of the CITY so long as such actions do not materially change the
Agreement or make a commitment of additional funds of the CITY. All other changes,
modifications, and amendments shall require the prior approval of the City Council.
SECTION 22. BINDING EFFECT
This Agreement shall be binding upon the heirs, executors, administrators, successors and
assigns of the parties.
SECTION 23. MODIFICATION OF AGREEMENT
No amendment to or modification of this Agreement shall be valid unless made in writing
and approved by CBS DECAUX and by the City Council. The parties agree that this
requirement for written modifications cannot be waived and that any attempted waiver shall be
void.
SECTION 24. WAIVER
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by
any party of any breach of the provisions of this Agreement shall not constitute a waiver of any
other provision or a waiver of any subsequent breach or violation of any provision of this
Agreement. Acceptance by CITY of any work or services by CBS DECAUX shall not constitute
a waiver of any of the provisions of this Agreement.
SECTION 25. LAW TO GOVERN; VENUE
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This Agreement shall be interpreted, construed and governed according to the laws of the
State of California. In the event of litigation between the parties, venue in state trial courts shall
lie exclusively in the County of Los Angeles, California. In the event of litigation in a U.S.
District Court, venue shall lie exclusively in the Central District of California, in Los Angeles.
SECTION 26. ATTORNEYS FEES, COSTS AND EXPENSES
In the event litigation or other proceeding is required to enforce or interpret any provision
of this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to
an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to
which it may be entitled.
SECTION 27. ENTIRE AGREEMENT
This Agreement, including the attached Exhibits A through D, is the entire, complete,
final and exclusive expression of the parties with respect to the matters addressed therein and
supersedes all other Agreements or understandings, whether oral or written, or entered into
between CBS DECAUX and CITY prior to the execution of this Agreement. No statements,
representations or other Agreements, whether oral or written, made by any party which are not
embodied herein shall be valid and binding. No amendment to this Agreement shall be valid and
binding unless in writing duly executed by the parties or their authorized representatives.
SECTION 28. SEVERABILITY
If any term, condition or covenant of this Agreement is declared or determined by any
court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of
this Agreement shall not be affected thereby and the Agreement shall be read and construed
without the invalid, void or unenforceable provision(s).
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first -above written.
CITY OF TEMPLE CITY
By: p�
Don Penman
Interim City Manager
ATTEST:
Peggy K o, bXC
City Clerk
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APPROVED AS TO
By: !�y
Eric S. Vail
City Attorney
CBS D CAUX STREET FURNITURE, LLC
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By:
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Its: AA,u.t r i it L ohtt • Solt.
B,: �LtGutl.�
Its:
NOTE: CBS DECAUX'S SIGNATURES SHALL BE DULY NOTARIZED, AND
APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE
REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO DEVELOPER'S
BUSINESS ENTITY.
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF II II
On Wd ,cWL/before me, V J ry4 personally appeared 4C n A?// If,AtI41roved to me on
the basis ot satisfactory evidence to be the per n(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
114
DAVID H. POSY
NOTARY PUBLIC, STATE OF NEWYORK
NO.02PO6077453
QUALIFIED IN NASSAU COUNTY
COMMISSION EXPIRES JULY 8, 2018
OPTIONAL
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CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
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SIGNER
IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
LA #4820-5032-6299 v2
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OFf `L^O,S Q L p W\.-
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❑ personally known to me - OR - proved to me on the basis of satisfactory evidence to be the person whose
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hist authorized capacity(ies}-and that by his/heathei-
signature(&Kon the instrument the personK,, or the entity upon
behalf of which the person(a)lcted, executed the instrument.
DAVID L. RANSOM JR.
Commission # 2014763 z WITNESS m hand anofficial seal.
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Notary Public - California z . p
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Los Angeles County 3
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Comm. Ex fres Nov 5, 2017
(SIGNATURE OF NOTARY)
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER
❑
INDIVIDUAL
❑
CORPORATE OFFICER
TITLE(S)
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER
IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
LA #4820-5032-6299 v2
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
EXHIBIT "A"
TRANSIT SHELTERS AND MAINTENANCE RESPONSIBILITIES
I. TRANSIT SHELTER INVENTORY:
A "Transit Shelter" for purposes of this Agreement means any of the transit shelters
identified on the transit shelter inventory set forth below:
a. Five (5)CBS DECAUX-owned advertising transit shelters equipped with a bench,
advertising panels and trash receptacle.
b. Fifteen (15) CITY -owned advertising transit shelters equipped with solar panels (to
power the ceiling light and illumination of the ad panel), with a bench inside the bus
shelter, glass rear panels, advertising panels and a trash receptacle.
An inventory listing is provided as Exhibit `B".
II. MAINTENANCE:
a. CBS DECAUX shall paint its transit shelters within the first Agreement Year. The CITY
will approve all paint colors.
b. CBS DECAUX will visit each transit shelter at least twice a week, and perform any
necessary routine maintenance including sweeping, cleaning, emptying trash receptacles
and keeping shelters free of graffiti, litter and debris. At no cost, CBS DECAUX will
increase the frequency of transit shelter maintenance—at the request of the CITY—when
routine maintenance is not sufficient.
c. CBS DECAUX will steam clean sidewalks in and around the transit shelters at a
minimum of twice yearly, or as need dictates.
d. CBS DECAUX will provide routine maintenance and cleaning of the solar panel system
on CITY -owned transit shelters. If the solar panels and system parts are damaged or
stolen, CITY is responsible for replacing the damaged or stolen panels and system parts at
its sole cost and expense.
e. CBS DECAUX will start performing routine repairs and fixes on any and all damaged or
defaced transit shelters within 24 hours after the CITY reports notification of such
damage or defacement. All replacement parts should be provided `like with like" from
the manufacturer to ensure the shelter's visual and structural integrity.
f. CBS DECAUX will spend up to $3,000 per Agreement Year to replace broken or
vandalized back glass panels on CITY -owned transit shelters. Any costs exceeding that
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amount are at the CITY's expense with installation to be provided at no cost by CBS
DECAUX.
g. If a transit shelter is damaged beyond repair, CBS DECAUX will respond within four (4)
to (24) hours to insure that the structure is not a safety hazard. In the case for CBS
DECAUX-provided shelters, a new shelter must be installed within thirty (30) calendar
days. As for CITY -owned shelters, the CITY shall be responsible for purchasing and
installing a new shelter at its sole cost and expense.
h. CBS DECAUX shall display and remove posters for the CITY's public service
announcements and paid commercial campaigns as set forth in Section 3 of this
Agreement.
i. CBS DECAUX retains the right to remove any of its transit shelter(s) upon thirty (30)
days written notice to the CITY in the event any restriction on the installation or
maintenance of advertising is hereafter imposed by statute or by ordinance of CITY, state
or federal government; or in the event proper authorities should hereafter establish any
rules, regulations or taxations which shall have the effect of so restricting location,
construction, maintenance or operations of the transit shelters so as to diminish the value
of such transit shelter for advertising purposes.
j. Upon removal of any or all CBS DECAUX-owned transit shelters, all material shall be
removed from the site and such site shall be restored to the condition existing prior to
installation. All wires shall be removed and holes shall be filled. CBS DECAUX will
perform all work at its sole expense.
k. If the CITY wishes to relocate a CITY owned shelter, it will reimburse CBS DECAUX
Decaux for all costs and related expenses associated with the removal and reinstallation.
Regarding CBS DECAUX owned shelter, CBS DECAUX will pay for the relocation
costs.
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EXHIBIT "B"
TRANSIT SHELTER INVENTORY
CITY -OWNED TRANSIT SHELTERS:
Rosemead Blvd./Pentland St. (NEC)
Rosemead Blvd./Pentland St. (NWC)
Rosemead Blvd./Sereno Dr. (NEC)
Rosemead Blvd./Olive St. (SWC)
Rosemead Blvd./Broadway (NEC)
Rosemead Blvd./Broadway (SWC)
Rosemead Blvd./Las Tunas Dr. (SWC)
Rosemead Blvd./Las Tunas Dr. (NEC)
Las Tunas Dr./Rosemead Blvd. (NWC)
Las Tunas Dr./Rosemead Blvd. (SEC)
Rosemead Blvd./Hermosa Dr. (NWC)
Rosemead Blvd./Garibaldi Ave. (NWC)
Rosemead Blvd./Longden Ave. (SWC)
Rosemead Blvd./Emperor Ave. (NEC)
Rosemead Blvd./Emperor Ave. (NWC)
CBS DECAUX-OWNED TRANSIT SHELTERS:
Baldwin Ave/Lower Azusa Rd. (NEC)
Temple CITY Blvd / Lower Azusa (SWC)
Temple CITY Blvd./Lower Azusa Rd. (NEC)
Las Tunas Dr./Sultana Ave. (NWC)
Las Tunas Dr./Sultana Ave. (SEC)
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EXHIBIT "C"
AUTHORIZED TRANSIT SHELTERS
FOR ALCOHOL RELATED PRODUCT ADVERTISEMENTS
TRANSIT SHELTER INVENTORY
CITY -OWNED TRANSIT SHELTERS:
Rosemead Blvd./Broadway (SWC)
Las Tunas Dr./Rosemead Blvd. (NWC)
Las Tunas Dr./Rosemead Blvd. (SEC)
Rosemead Blvd./Hermosa Dr. (NWC)
Rosemead Blvd./Longden Ave. (SWC)
CBS DECAUX-OWNED TRANSIT SHELTERS:
Temple CITY Blvd./Lower Azusa Rd. (NEC)
LA #4820.5032-6299 Q
EXHIBIT "D"
INSURANCE
A. Insurance Requirements. CBS DECAUX shall provide and maintain insurance,
acceptable to the City Manager or City Counsel, in full force and effect throughout the term of
this Agreement, against claims for injuries to persons or damages to property which may arise
from or in connection with the performance of the work hereunder by CBS DECAUX, its agents,
representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's
rating of no less than A:VII. CBS DECAUX shall provide the following scope and limits of
insurance:
Minimum Scope of Insurance. Coverage shall be at least as broad as:
(1) Insurance Services Office form Commercial General Liability
coverage (Occurrence Form CG 0001).
(2) Insurance Services Office form number CA 0001 (Ed. 1/87)
covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or
equivalent forms subject to the written approval of the CITY.
(3) Workers' Compensation insurance as required by the Labor Code
of State of California and Employer's Liability insurance and covering all persons providing
services on behalf of the CBS DECAUX and all risks to such persons under this Agreement.
(4) Professional liability insurance appropriate to the CBS DECAUX's
profession. This coverage may be written on a "claims made" basis, and must include coverage
for contractual liability. The professional liability insurance required by this Agreement must he
endorsed to be applicable to claims based upon, arising out of or related to services performed
under this Agreement. The insurance must be maintained for at least 3 consecutive years
following the completion of CBS DECAUX's services or the termination of this Agreement.
During this additional 3 -year period, CBS DECAUX shall annually and upon request of the
CITY submit written evidence of this continuous coverage.
2. Minimum Limits of Insurance. CBS DECAUX shall maintain limits of
insurance no less than:
(1) General Liability: $1,000,000 general aggregate for bodily injury,
personal injury and property damage.
(2) Automobile Liability: $1,000,000 per accident for bodily injury
and property damage. A combined single limit policy with aggregate limits in an amount of not
less than $2,000,000 shall be considered equivalent to the said required minimum limits set forth
above.
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(3) Workers' Compensation and Employer's Liability: Workers'
Compensation as required by the Labor Code of the State of California and Employers Liability
limits of not less than $1,000,000 per accident.
(4) Professional Liability: $1,000,000 per occurrence.
B. Other Provisions. Insurance policies required by this Agreement shall contain the
following provisions:
1. All Policies. Each insurance policy required by this Agreement shall be
endorsed and state the insurer shall endeavor to provide not less than thirty (30) days' prior
written notice to the CITY if the coverage is to be suspended, voided, cancelled by the insurer or
either parry to this Agreement, or reduced to a level below the required coverage or limits set
forth herein.
2. General Liability and Automobile Liability Coverage
(1) CITY, and its respective elected and appointed officers, officials,
and employees and volunteers are to be covered as additional insureds as respects: liability
arising out of activities CBS DECAUX performs; products and completed operations of CBS
DECAUX; premises owned, occupied or used by CBS DECAUX; or automobiles owned, leased,
hired or borrowed by CBS DECAUX. The coverage shall contain no special limitations on the
scope of protection afforded to CITY, and their respective elected and appointed officers,
officials, or employees.
(2) CBS DECAUX's insurance coverage shall be primary insurance
with respect to CITY, and its respective elected and appointed, its officers, officials, employees
and volunteers. Any insurance or self-insurance maintained by CITY, and its respective elected
and appointed officers, officials, employees or volunteers, shall apply in excess of, and not
contribute with, CBS DECAUX's insurance.
(3) Any failure to comply with the reporting or other provisions of the
policies including breaches of warranties shall not affect coverage provided to CITY, and its
respective elected and appointed officers, officials, employees or volunteers.
3. Workers' Compensation and Emplover's Liability Coverage. Unless the
City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of
subrogation against CITY, and its respective elected and appointed officers, officials, employees
and agents for losses arising from work performed by CBS DECAUX.
C. Other Requirements. CBS DECAUX agrees to deposit with CITY, at or before
the effective date of this contract, certificates of insurance necessary to satisfy CITY that the
insurance provisions of this contract have been complied with. The City Attorney may require
that CBS DECAUX furnish CITY with copies of original endorsements effecting coverage
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required by this Section. The certificates and endorsements are to be signed by a person
authorized by that insurer to bind coverage on its behalf. CBS DECAUX shall furnish
certificates and endorsements from each subcontractor identical to those CBS DECAUX
provides.
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