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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