HomeMy Public PortalAboutORD15026 BILL NO. 2012-78
SPONSORED BY Councilman Scrivner
ORDINANCE NO. 15y
AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH HOUCK TRANSIT
ADVERTISING.
BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS
FOLLOWS:
Section 1. The City Council hereby authorizes and directs the Mayor and City Clerk
to execute an agreement with Houck Transit Advertising to advertise on JeffTran Buses,
the terms of such amendment to be substantially similar to the attached Exhibit A.
Section 2. This Ordinance shall be in full force and effect from and after the date
of its passage and approval.
Passed: �f Approved:
Ell
Presiding Mayor
ATTEST: APPROVED AS TO FORM:
dify Clerk City Counselor
f
CITY OF JEFFERSON
TRANSIT ADVERTISING AGREEMENT
THIS CONTRACT made and entered into this f 1 day of October, 2012, by and between
Houck Transit Advertising, Inc., hereinafter called "Contractor", and the City of Jefferson,
Missouri, a municipal corporation, hereinafter called "City."
WITNESSETH: That Whereas, Contractor has become the lowest responsible bidder for
furnishing the supervision, labor,tools, equipment, materials and supplies and for constructing the
following City improvements: Solicit,sell, and display advertising on the interior and exterior
of buses operated by the City.
NOW THEREFORE, the parties to this contract agree to the following:
1. Definitions. As used in this agreement the following terms shall have the following
meanings:
a. Advertising - the removable panel and the words, pictures and symbols visible to
the public which are on the sign panel.
b. Billing - The total of all payments that the Contractor requests from clients in a
calendar month.
c. Bus - A standard transit coach for transporting passengers that is either in use or
standing by as a spare on a daily basis.
d. Client - The person or company paying the Contractor to install advertising.
e. Eliminate buses - Selling a bus or assigning a bus to a contingency status in
long-term storage.
2. Scope of Services. Contractor agrees to perform the services related to solicit, sell, and
display advertising on the interior and exterior of buses operated by the City.
3. Contract Period. The duration of this Contract shall be for one (1) year beginning on
October 1, 2012, unless otherwise terminated under the provisions of this CONTRACT
and continue until September 30, 2013. This contract may be renewed for four additional
one (1) year terms by mutual agreement. Renewal shall occur automatically each year
unless one party notifies the other of its intent not to renew at least thirty (30) days before
the expiration of the agreement.
4. Grant of Exclusive Right to advertise. The City hereby grants to the Contractor the
exclusive right and privilege to solicit, sell, and display advertising on the interior and
exterior of buses operated by the City. The Contractor shall operate to maximize the
revenue generated from such advertising.
5. Obligations of the Contactor:
a. The Contractor shall provide this service in accordance with the scope of services.
b. Advertising displayed under the terms of this contract shall be of a reputable
character, shall conform to recognized business standards and shall not conflict
C:\USERS5CLAMBERT,APPDATA\LOCAL!MCCROSOMWINbOWSkTEMPORARY INTERNET FILES`CONTENT.OUTLOOK'�COTP98AOkTRANSIT ADVERTISING 2011.DOCX 1
with the laws or regulations of the United States, State of Missouri or political
subdivision thereof having jurisdiction over the City. The City shall have the right
to require the removal any advertising that brings disrepute upon the City and the
Contractor shall remove such advertising immediately or within a reasonable time
frame.
c. All advertising shall be provided, installed, changed, repaired and removed at the
sole expense of the Contractor, except when it is removed by the City for purpose
of repairing or cleaning the bus and frames.
d. In consideration of the rights and privileges granted under this contract, the
Contractor shall pay to the City each month an amount equal to the percentage
payment or the guaranteed payment, whichever is greater, as follows:
i. Guaranteed Payment Per Year(paid monthly). During Contract:
$ 50% in the first 12 month period
$6,000.00 in the second 12 month period
$6,000.00 in the third 12 month period
$6,000.00 in the fourth 12 month period
$6,000.00 in the fifth 12 month period
ii. Percentage Payment During Contract
50% of billing in the first 12 month period
50% of billing in the second 12 month period
50% of billing in the third 12 month period
50% of billing in the fourth 12 month period
50% of billing in the fifth 12 month period
iii. In all cases, the percentage payment will be based upon the monthly billing
by the Contractor and not upon monthly receipts. Contractor bears
responsibility for all uncollectible billing, except in the case of legally filed
bankruptcies.
e. The Contractor shall furnish to the City each month a copy of the client billing and
at the same time remit to the City the guaranteed payment or the percentage
payment for that month, whichever is greater.
f. Contractor shall be knowledgeable of and shall comply with all applicable local,
state and federal laws and regulations.
g. Contractor shall be solely responsible for the payroll, insurance coverage,benefits,
personnel administration, and supervision of all personnel hired by the Contractor
to provide the services required by this contract.
h. Throughout the duration of this contract, the Contractor shall obtain and maintain,
at the Contractor's sole cost and expense, the following insurance coverage.:
i. $2,000,000 per occurrence Personal Injury insurance coverage
ii. $4,000,000 per year
iii. $300,000 automobile liability
i. The Contractor shall provide the City with certificates of insurance upon request
evidencing the insurance coverage required and shall not perform any services
under this contract until such insurance is secured.
J. In the event of occurrences that are beyond the control of the Contractor or the City,
C-.I USERS%CLAMBERT1AFfiDATASLOCAL%MICROSOFnWINDOWS%TEMPORARY INTERNET FILES�CONTENT.OUTLOOK.COTMSA0�7'RANSFT ADVERTISING 2012.DOCX r)
such as a labor strike, act of war, act of terrorism, natural disaster, or factors that
negatively affect the state of the economy, the Contractor shall be able to pro-rate,
re-negotiate or cancel this contract with 30 day notice.
6. Oblip-ations of the G .
a. The City agrees to provide,install,and maintain all advertising frames on all buses
now owned or hereafter acquired.The City shall insure that the frames are in proper
repair at all times. All such frames shall be and remain the sole property of the City.
b. The City shall assume the expense of removing, storing and replacing all
advertising for the purpose of repairing or cleaning the buses and frames. The City
shall use reasonable care to protect the advertising and shall exercise due diligence
in preventing others from disturbing the same.
c. The City shall, at no charge, so far as practical and convenient to the City,make
available to Contractor storage and work area for use in connection with its
operation hereunder. The Contractor shall keep the work area clean and neat.
7. Rights Of The City and Contractor.
a. This contract applies to 22 buses. The City reserves the right to add or eliminate
buses from its fleet without permission from the Contractor. In the event of such
addition or elimination of buses from the fleet, the City shall notify Contractor 30
days in advance in order for the Contractor to accommodate any client notifications
and/or billing modifications, and the guaranteed and percentage payments by the
Contractor shall be appropriately adjusted.
b. The City hereby grants the right to duly authorized and properly identified
representatives of Contractor to enter upon City property, during normal business
hours, for the purpose of operating under this contract.
c. Contractor agrees to permit any accredited representative of the City at any time
during normal and usual business hours, and from time to time, to inspect and
examine the books and records of Contractor.
d. Trades of advertising for merchandise or other concessions may not be made
during the term of this contract without the consent of both parties
e. Contractor may set rates to be charged for advertising, and terms and conditions,
and manner of payment by clients. Current rate schedules to be charged
advertisers shall be available to City at any time upon request.
f. Contractor agrees that the City may use at no charge any empty advertising frames
which are available from time to time for the purpose of promoting the City's
transit business and in such event,the City shall furnish Contractor such advertising
signs at City's expense.
g. While Contractor proposes to exercise every reasonable business effort to install
advertising sold at the maximum rate in every frame, it is recognized by the parties
hereto that Contractor may not at all times during the period of this contract be able
to reach the maximum and Contractor shall have the right to install public,
educational,and charitable advertising as Contractor shall deem proper at a reduced
rate. Contractor may also use any vacant sign space to advertise for clients at no
charge.
C.IUSERS�CLAMBERT,APPDATA�LOCAL INI]CROSOrT,.WINDOWS,TEMPORARY INTERNET FILESICONT ENI'.OUTLOOK�COTP99AO,TRANSIT ADVERTISING 2012.DOCX .2
8. Contractor's Responsibility for Subcontractors. Contractor shall be as fully
responsible to the City for the acts and omissions of its subcontractors, and of persons
either directly or indirectly employed by them, as Contractor is for the acts and omissions
of persons it directly employs. Contractor shall cause appropriate provisions to be
inserted in all subcontracts relating to this work,to bind all subcontractors to Contractor by
all the terms herein set forth,insofar as applicable to the work of subcontractors and to give
Contractor the same power regarding termination of any subcontract as the City may
exercise over Contractor under any provisions of this contract. Nothing contained in this
contract shall create any contractual relations between any subcontractor and the City or
between any subcontractors.
9. Termination. Either party has the right to terminate this contract at any time on 30 days
written notice in the event that the other party has failed to comply fully with the terms and
conditions contained herein.
10. Indemnity. To the fullest extent permitted by law, the Contractor will indemnify and
hold harmless the City,its elected and appointed officials, employees, and agents from and
against any and all claims, damages, losses, and expenses including attorneys' fees arising
out of or resulting from the performance of the work, provided that any such claim,
damage, loss or expense(1)is attributable to bodily injury,sickness,disease,or death,or to
injury to or destruction of tangible property (other than the Work itself) including the loss
of use resulting therefrom and (2) is caused in whole or in part by any negligent act or
omission of contractor, any subcontractor, anyone directly or indirectly employed by any
of them or anyone for whose acts any of them may be liable,regardless of whether or not it
is caused in part by a party indemnified hereunder. Such obligation shall not be construed
to negate, abridge, or otherwise reduce any other right or obligation of indemnity which
would otherwise exist as to any party or person described in this Paragraph.
11. Severability. If any section, subsection, sentence, or clause of this Contract shall be
adjudged illegal, invalid, or unenforceable, such illegality, invalidity, or unenforceability
shall not affect the legality, validity, or enforceability of the contract as a whole, or of any
section, subsection, sentence, clause, or attachment not so adjudged.
12. Governing Law. The contract shall be governed by the laws of the State of Missouri.
The courts of the State of Missouri shall have jurisdiction over any dispute which arises
under this contract, and each of the parties shall submit and hereby consents to such
courts exercise of jurisdiction. In any successful action by the City to enforce this
contract, the City shall be entitled to recover its attorney's fees and expenses incurred in
such action.
13. Nondiscrimination. Contractor agrees in the performance of this contract not to
discriminate on the ground or because of race,creed,color,national origin or ancestry,sex,
religion, handicap, age, or political opinion or affiliation, against any employee of
Contractor or applicant for employment and shall include a similar provision in all
subcontracts let or awarded hereunder.
C:\USERS\CLAMBERPAPPDATA\LOCAL\MICROSOFDWINDOWS\TEMPORARY INTERNET FILES`CONTENT.OUfLOOK\COTP98AO\TRANSIT ADVERTISING 2012.DOCX
14. Severability. If any section, subsection, sentence, or clause of this Contract shall be
adjudged illegal, invalid, or unenforceable, such illegality, invalidity, or unenforceability
shall not affect the legality, validity, or enforceability of the contract as a whole, or of any
section, subsection, sentence, clause, or attachment not so adjudged.
15. Governing Lary. The contract shall be governed by the laws of the State of Missouri.
The courts of the State of Missouri shall have jurisdiction over any dispute which arises
under this contract, and each of the parties shall submit and hereby consents to such
courts exercise of jurisdiction. In any successful action by the City to enforce this
contract, the City shall be entitled to recover its attorney's fees and expenses incurred in
such action.
16. Complete Understanding, Merger. Parties agree that this document including those
documents represent the full and complete understanding of the parties. This contact
includes only those goods and services specifically set out. This contract supersedes all
prior contracts and understandings between the Contractor and the City.
17. Amendments. This contract may not be modified, changed or altered by any oral
promise or statement by whomsoever made; nor shall any modification of it be binding
upon the City until such written modification shall have been approved in writing by an
authorized officer of the City. Contractor acknowledges that the City may not be
responsible for paying for changes or modifications that were not properly authorized.
18. Waiver of Breech. Failure to Exercise Rights and Waiver: Failure to insist upon strict
compliance with any of the terms covenants or conditions herein shall not be deemed a
waiver of any such terms, covenants or conditions, nor shall any failure at one or more
times be deemed a waiver or relinquishment at any other time or times by any right under
the terms, covenants or conditions herein.
19. Assignment. Neither party may sell or assign its rights or responsibilities under the
tenns of this agreement without the express consent of the remaining party.
20. Nondiscrimination. Contractor agrees in the performance of this contract not to
discriminate on the ground or because of race, creed, color, national origin or ancestry,
sex, religion, handicap, age, or political opinion or affiliation, against any employee of
Contractor or applicant for employment and shall include a similar provision in all
subcontracts let or awarded hereunder.
21. Illegal Immigration. Prior to commencement of the work:
a. Contractor shall, by sworn affidavit and provision of documentation, affirm its
enrollment and participation in a federal work authorization program with respect
to the employees working in connection with the contracted services.
b. Contractor shall sign an affidavit affirming that it does not knowingly employ any
person who is an unauthorized alien in connection with the contracted services.
C:IUSERSkCLAMBERT,APPDATA%LOCAL�MICROSOFI"WINDOWS'%TEMPORARY INTERNET IILES\CONTENT.OUTLOOK�COTP98AO"TRANSIT ADVERTISING 2612.DDCX
a
c. If contractor is a sole proprietorship, partnership, or limited partnership,
contractor shall provide proof of citizenship or lawful presence of the owner prior
to issuance of the Notice to Proceed.
22. Notices. All notices required to be in writing may be given by first class mail addressed
to the Purchasing Agent, City of Jefferson, 324 East McCarty, Jefferson City, Missouri,
65101, and Contractor at Houck Transit Advertising, Inc. 4610 Milton St. North, St.
Paul, Minnesota, 55126. The date of delivery of any notice shall be the second full day
after the day of its mailing.
IN WITNESS WHEREOF, the parties hereto have first set their hands and seals.
CITY OF JEFFERSON, MISSOURI HOUCK TRANSIT ADVERTISING,
INC.
4�
Mayor V Title:
ATTEST: ATTEST:
44'T*�' -0��u-SJ-
City CIerk Title:
APPROVED AS TO FORM:
4 , at �—
City nselor
C:�USLRS�CLAMBERT:APPDAI'A\LOCALtiMICROSOFPWINDOWS I'VLMPQRAKY INTERNET FILfS1CON'rENT.OUTLOOK\CDTPOBADtTRANSIT ADVERTISING 2012.DOCX