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HomeMy WebLinkAboutC-2482 - Bus Shelter Pilot ProgramCITY OF NEWPORT BEACH TO: FINANCE DIRECTOR Traffic Engineering FROM: CITY CLERK DATE: May 19, 1986 SUBJECT: Contract No. C -2482 OFFICE OF THE CITY CLERK 1714) 640-2251 Description of Contract Agreement for Bus Shelters Effective date of Contract _may 19. 1986 Authorized by Minute Action, approved on April 14, 1986 Contract with _ Inter -City Shelters, Inc. Address P.O. Box 5370 -286 Santa Ana, CA 92704 Amount of Contract (See Agreement) Wanda E. Andersen City Clerk WEA :lr attach. City Hall • 3300 Newport Boulevard, Newport Beach, California 92663 TO: CITY COUNCIL • FROM: Public Works Department SUBJECT: BUS SHELTER AGREEMENT c -z.41,fz Apri�4, 1986 CITY COUNCIL AGENDA ITEM NO. F -3 -(e) BY THE CITY COUNCIL CITY OF NEWPORT BEACH APR 14 1986 APPROV_ED��e Approve and authorize the Mayor and City Clerk to execute an agreement with INTER —CITY SHELTERS, INC. to provide bus shelters at various locations. DISCUSSION The City Council reviewed the one —year, trial bus shelter program at their Study Session on March 10, 1986. At that time, staff was directed to prepare an agreement to continue the program. The proposed agreement will be substantially similar to that shown as Attachment A. The key points of the proposed contract are as follows: 1. The existing ten (10) shelters with advertising are to remain. • Additional locations are permitted by written, mutual consent. 2. The City is entitled to one (1) shelter without advertising for the ten (10) existing advertising shelters. An additional advertising free shelter will be provided for each five (5) additional shelters with advertising. 3. The City is entitled to thirty —five (35) bus benches and ten (10) free- standing information signs at no cost. 4. The Contractor will pay the City $100 per month, per shelter with advertising. This rate is to be adjusted annually, based upon the Consumer Price Index. 5. The contract covers a period of five (5) years and provides for a single, five (5) year extension. Approval of this agreement will result in the provision of bus shelters at various locations in the City. These shelters will be installed and maintained by the Contractor and will result in revenue to the City. Richar dmonston Traffic Engineer RME : bb Attachment ()e�) AGREEMENT FOR BUS SHELTERS C_zfPz THIS AGREEMENT, entered into this /�Z& day of , 1986, by and between the CITY OF NEWPORT BEACH, a municipal c oration (hereinafter referred to as "City "), and INTER -CITY SHELTERS, INC., a California corporation (hereinafter "Contractor "), is made with reference to the following: RECITALS• A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Statutes of the State of California and the Charter of the City. B. The City and Contractor desire to enter into an agreement for the installation and maintenance of bus shelters at mutually acceptable locations throughout the City, upon the terms and conditions herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: y Y'" d -I- 1. TERM. The term of this Agreement shall commence on the 1st day of May 1986, and shall remain and continue in effect until April 30, 1991, which is a five (5) year term, unless terminated as set forth herein. Such term may be extended by mutual written consent of the parties for one successive term of five (5) years, but neither the City nor the Contractor shall incur any obligation beyond the term contained herein prior to execution of the written agreement. 2. LOCATIONS. City hereby grants to Contractor, on terms herein contained, the right to install, repair and maintain shelters at ten (10) locations, said locations described in Exhibit "A ", attached hereto and incorporated herein by reference. Additional locations may be requested by either City or Contractor. Approval of said additional locations shall be by written mutual consent. 3. FEE PAYABLE TO CITY. A. Mon_ thly Fee. Contractor shall make payment to City on a monthly basis. The monthly fee shall be One Hundred Dollars ($100.00) per month, per shelter for the period from May 1, 1986 thru April 30, 1987. Payment shall be made six (6) months in advance with payments due on May 1 and November 1 of each year. t* -2- 9 • The monthly fee shall be subject to adjustment as of May 1, 1987 and as of May 1st of each year thereafter during the term of this Agreement. In no case shall the adjusted fee be less than the current rent. The adjustment shall be equal to the increase in the Consumer Price Index for the twelve month period (commencing March 1 and ending the last day of February, hereinafter the "adjustment period ") prior to the date of adjustment. The adjustment shall be calculated by adding each monthly percentage increase during the adjustment period, subtracting any decreases and multiplying the total by the monthly fee in effect prior to the adjustment. The Consumer Price Index (All Urban Consumers -All Items) for the Los Angeles -Long Beach - Anaheim, California area as published and released by the Bureau of Statistics for the United States Department of Labor shall be the index utilized for calculating adjustments. If the Consumer Price Index, as now compiled and published, is superseded by another index, then the new index shall be used to calculate the increase in fee provided that an appropriate conversion from the old index to the new can feasibly be made. If such conversion cannot be made, or if no such index is published, then another index generally recognized as authoritative shall be substituted by agreement. The fee for any fractional part of any month between the date of installation and the first date of the following month shall be prorated and paid by Contractor, along with fees for the remainder of the six (6) month period. P-41 -3- B. Other Considerations. Contractor agrees to furnish, install and maintain one (1) bus shelter without advertising for the first ten (10) locations shown on Exhibit A. Contractor agrees to furnish, install and maintain one (1) additional bus shelter without advertising for each five (5) additional locations agreed to by City. Contractor agrees to furnish, install and maintain one (1) of the above shelters without advertising at 3300 Newport Boulevard. Contractor agrees to furnish, install and maintain thirty -five (35) bus benches without advertising; and ten (10) free- standing public information signs. In the event that Contractor is granted additional locations as provided in subsection 2, Contractor agrees to provide two (2) additional benches for each said location. Said installation shall be completed within sixty (60) days from notification by City of installation location. All installations provided for above, with the exception of bus shelters with advertising, shall become the property of City at the termination or expiration of this Agreement, as herein provided. i•)OP -4- 9 4. CONTRACTOR'S SERVICES. A. Scope of Service. Contractor shall, at its own cost and expense, construct, install and maintain bus shelters, bus benches and public information signs as herein described at locations approved by City. B. Time of Installation. Contractor shall install any additional shelters within sixty (60) days of City's authorization to begin installation. C. Shelter Des_ ign. Each shelter shall be constructed to a common design. Said design shall be submitted for written approval by City at least thirty (30) days prior to installation. Design shall include detailed drawings and structural calculations of all elements including, but not limited to, the shelter and the bench. Each shelter shall include the provision of an adequately -sized trash container. D. Permits. Contractor shall obtain separate permits from City for each bus shelter. Said permits shall consist of a Public Works Encroachment Permit, a Building Permit, an Electrical Permit, and any other permit deemed necessary by City. Each shelter shall have displayed in a conspicuous place the name of Contractor and the Encroachment Permit number. P019 -5- • All required permits for each shelter shall be issued at the same time and no such permits shall be issued without proof of available electrical service. Contractor shall pay all permit costs regularly assessed by City. E. Performance Guarantee. Contractor shall post and maintain a bond in the penal sum of Five Hundred Dollars ($500) per shelter permit issued, the total value of Contractor's bond being determined by the total number of permits issued for shelters to be constructed. Contractor's bond shall remain in effect over the duration of this Agreement to insure the faithful performance of Contractor's covenants for maintenance of the shelters, timely payment of all revenues due the City, including permit fees and advertising revenues, and restoration of shelter site to its condition existing prior to installation of the shelter whenever a shelter is removed. Contractors bond shall be in a form approved by the City Attorney. F. Repair and Maintenance. Contractor shall maintain, repair, clean and service the shelters. Contractor shall be at liberty to enter upon and into shelters at any reasonable time with personnel and all necessary materials, including but not limited to electric wires, meters, clock work machinery and other items reasonably necessary for making said shelter effective. All such work shall be performed at the sole expense of Contractor. Each shelter shall be cleaned not less than two (2) times per week. Emergency repairs shall be done within twenty -four (24) hours. Contractor shall provide City with twenty -four (24) hour emergency telephone number. OW -6- �' G. Advertising. No advertisement or sign on any shelter shall be displayed except in the area designated for advertising. No advertisement or sign on any shelter shall be displayed which would be offensive, inappropriate or objectionable to the public, or which advertises competing services or products within a one - block radius of real property primarily devoted to providing such services or products. Advertising of alcoholic beverages, tobacco products or of a political nature shall not be displayed. Should City, in its sole discretion, determine any advertising or any shelter to be offensive, inappropriate or objectionable to the public, Contractor shall remove all such advertising within twenty -four (24) hours after City serves notice upon Contractor requiring the removal of such advertising pursuant to this paragraph. No advertisement or sign on any shelter shall display any word, phrase, symbol or character likely to interfere with, mislead or distract traffic, or conflict with any traffic control device. H. Shelter Removal. Contractor shall retain the right to remove any shelter upon thirty (30) days notice to City in the event the federal, state, municipal or other proper authorities should hereafter establish any rules, regulations or taxations which shall so restrict location, construction, maintenance or operation of the shelters as to substantially diminish the value of said shelters for advertising purposes, or in the event of "chronic vandalism ", as hereinafter defined. /,` -7- In the event City fails to receive notice of renewal of the Permit, the Performance Guarantee Bond, the comprehensive general liability insurance, or any of them, on or before twenty (20) days before the expiration date thereof, or in the event either or both the Performance Bond or comprehensive general liability insurance are canceled and no evidence of equal coverage is filed with City on or before twenty (20) days prior to the expiration date of either coverage, or upon termination of this Agreement for any reason, Contractor agrees to remove immediately all of its shelters. If Contractor fails to do so within thirty (30) days after notice to do so is mailed by City, City shall have the right to remove said shelters and Contractor agrees to pay to City, Cityts costs for such removal and site restoration. "Chronic Vandalism" shall be defined as damages inflicted to an individual shelter during any six (6) month period which requires cumulative expenditures for replacement and repair that exceed the original cost of construction and installation of the shelter. City reserves the right to demand that any of said shelters be removed if a shelter is not maintained properly; if the bus stop location is changed; shelter will interfere with any construction, maintenance or repairs of any public utility or public improvement; or, if any term of this agreement or of any permit issued to contractor by City is violated. In the event of said demand, Contractor agrees to be responsible for all costs involved in restoring the site. / Upon removal of any or all shelters erected by Contractor hereunder, all material shall be removed from the site, including, but not by way of limitation, all wires. The site shall be restored to the condition as it existed prior to installation of the shelter, including complete restoration of any sidewalk upon which said shelter was located. 5. INDEPENDENT PARTIES. The parties to this Agreement intend that the relation between them created by this Agreement is that of employer - independent contractor. The manner and means of conducting the work are under the control of the Contractor, except to the extent that they are limited by statute, rule or regulation and the express terms of this Agreement. No Civil Service status or other right of employment will be acquired by virtue of the Contractor's services. None of the benefits provided by the City to its employees including, but not limited to, unemployment insurance, workers' compensation insurance, retirement and deferred compensation plans, vacation and sick leave, are available from the City to the Contractor, its employees or agents. From any fees due the Contractor, deductions shall not be made for any State or Federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer - employee relationship. Payment of the above items, if required, are the responsibility of the Contractor. a# -9- 6. INSURANCE. On or before the commencement of the term of this Agreement, Contractor shall furnish the City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance policies. Such certificates, which do not limit Contractor's indemnification, shall also contain substantially the following statement: "The insurance covered by this certificate will not be canceled or materially altered, except after ten (10) days written notice has been received by the City." It is agreed that Contractor shall maintain in force at all times during the performance of this Agreement all appropriate policies of insurance, and that said policies of insurance shall be secured from a good and responsible company or companies, doing insurance business in the State of California. Consultant shall maintain the following insurance coverage: A. Liability Insurance. General liability coverage in the following minimum limits: Bodily Injury $ 500,000 each person $1,000,000 each occurrence $ 500,000 aggregate Property Damage $ 100,000 each occurrence $ 250,000 aggregate A combined single limit policy with aggregate limits in the amount of $1,000,000 will be considered equivalent to the required minimum limits. -10- B. Subrogation Waiver. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance, that Contractor shall look solely to its insurance for recovery. Contractor hereby grants to City, on behalf of any insurer providing insurance to either Contractor or the City with respect to the services of Contractor herein, a waiver of any right of subrogation which any such insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. C. Failure to Secure. If Contractor at any time during the term hereof, should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Contractor's name or as an agent of the Contractor and shall be compensated by the Contractor for the costs of the insurance premiums at the maximum rate permitted by law computed from the date written notice is received that the premiums have been paid. D. Additional Insured. The City, its City Council, boards and commissions, officers, agents, servants and employees shall be named as an additional insured on all policies of insurance required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured and an additional insured named herein shall not be held liable for any premium or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. Proceeds from any such policy or policies shall be payable to the City primarily, and to the Contractor secondarily, if necessary. -11- 7. HOLD HARMLESS. Consultant shall indemnify and hold harmless City, its City Council, boards and commissions, officers, agents, servants and employees from and against any and all loss, damages, liability, claims, suits, costs and expenses, whatsoever, including reasonable attorneys' fees, regardless of the merit or outcome of any such claim or suit, arising from or in any manner connected to the negligent performance or omission of any services or work conducted pursuant to this Agreement. 8. PROHIBITION AGAINST TRANSFERS. A. Consultant shall not assign, sublease, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. B. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Contractor is a partnership or joint venturer or syndicate or cotenancy, which shall result in changing the control of Contractor, shall be construed as an assignment of this Agreement. Control means fifty percent (50 %) or more of the voting power of the corporation. -W -12- 9. TERMINATION. In the event Contractor hereto fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Contractor shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) days after receipt by Contractor from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, City may terminate the Agreement forthwith by giving to the Contractor written notice thereof. The City shall have the option, without cause, of terminating this Agreement written notice to Contractor as provided herein. Agreement, each party shall pay to the other compensation specified in this Agreement that is the effective date of termination. 10. COST OF LITIGATION. at its sole discretion and >y giving thirty (30) days Upon termination of this party that portion of earned and unpaid prior to If any legal action is necessary to enforce any provision hereof or for damages by reason of an alleged breach of any provisions of this Agreement, the prevailing party shall be entitled to receive from the losing party all costs and expenses in such amount as the court may adjudge to be reasonable attorneys' fees. 124 -13- I ! 11. COMPLIANCES. ii I Contractor shall comply with all laws, State or Federal, and ` all ordinances, rules and regulations enacted or issued by the City. 12. WAIVER. A waiver by the City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein whether of the same or a different character. 13. RECORDS. I Contractor shall maintain complete and accurate records with I respect to costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. j Contractor shall maintain adequate records on services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted I accounting principles and shall be clearly identified and readily I accessible. Contractor shall provide free access to the representatives of the City or its designees at all proper times to such books and records, I and gives the City the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period oof, three (3) years after receipt of final payment. j"" Q -14- 0 14. NOTICES. All notices, demands, requests or approvals to be given under this Agreement, shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals from Contractor to City shall be addressed to City at: City of Newport Beach 3300 Newport Boulevard P. 0. Box 1768 Newport Beach, CA 92658 -8915 Attention: City Manager All notices, demands, requests, or approvals from City to Contractor shall be addressed to Contractor at: Inter -City Shelters, Inc. P. 0. Box 5370 -286 Santa Ana, CA 92704 Attention: Raymond A. Peloso -15- 15. MERGER OF NEGOTIATIONS This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Contractor. This Agreement supersedes any prior Agreement between City and Contractor. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first above written. CITY OF NEWPORT BEACH A Municipal Corporation APPROVED AS TO FORM: City Attorney RME:bb 4 -7 -86 Attachment: Exhibit A -16- INTER -CITY SHELTERS, INC. A California Corporation By ATTEST: Raymond A. Peloso President "r1'7.000W?V7�'7Si0zn 41 _WZm'-_u.0 City Clerk Fj EXISTING BUS SHELTER LOCATIONS AS OF APRIL 1, 1986 �J 1. Coast Highway and Dover Drive - eastbound, farside 2. Coast Highway and Avocado Avenue - westbound, nearside 3. Dover Drive and Coast Highway - northbound, farside 4. Newport Center Drive and Farallon Drive - southbound, farside 5. Newport Boulevard and 32nd Street - northbound, farside 6. Balboa Boulevard and 32nd Street - northbound, farside 7. MacArthur Boulevard and Birch Street - southbound, farside 8. Campus Drive and MacArthur Bl. - eastbound, farside 9. Balboa Boulevard and 23rd Street - northbound, farside 10. Balboa Pier RME:bb EXHIBIT A CITY OF NEWPORT BEACH OFFICE OF THE CITY CLERK 1714 '648 -- 25l 644 -3005 T0: FINANCE DIRECTOR Public Works - Traffic Engineering FROM: CITY CLERK DATE:. December 26, 1984 SUBJECT: Contract No. 96 Description Description of Contract Bus Shelter Pilot Program Effective date of Contract December 18, 1984 Authorized by Minute Action, approved on November 26, 1984 Contract with Inter -City Shelters Inc. Address 12 Corporate Plaza Drive, Suite 202 C � f�i e 1 _4 Amount of Contract (See Agreement) 1," . Wanda E. Andersen City Clerk WEA:lr attach. City Hall • 3300 Newport Boulevard, Newport Beach, California 92663 I I CARO o INSURANCE COMPANY COLUMBIA, SOUTH CAROLINA 6Yil t:l wAll W' KNOW ALL MEN BY THESE PRESENTS: -v BOND NO: S 014 657 PREMIUM $ 5 That we, NATIONAL DISPLAY ADVRRTTSTNA, INC- DRA- TNTFR -CTTY SHELTERS, TNOasPrincipal, and SOUTH CAROLINA INSURANCE COMPANY, incorporated under the laws of the State of South Carolina, with prin- cipal office in Columbia, South Carolina, as Surety, are held and firmly bound unto CITY OF NEWPORT BEACH in penal sum of FIVE THOUSAND ----------------- 00 /100s ----------- ($5,000.00 ) Dollars, lawful money of the United States, for which payment, well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly, by these presents. WHEREAS, the said Principal has applied to said Obligee fttx8>i"Nm install and maintain benches and bus shelters on public streets in the City of Newport Beach NOW, THEREFORE, THE CONDITION OF THE OBLIGATION IS SUCH, That if the said Principal shall indemnify said Obligee against all loss to it caused by said Principal's breach of any ordinance, rule or regulation relating thereto, then the above obligation shall be void, otherwise to be and remain in full force and effect. PROVIDED, THE LIABILITY OF THE SURETY upon this bond shall be and remain in full force and effect for the full period of the certificate or license, and renewals thereof, issued to the principal above named, or until ten days after receipt by the Obligee of a written notice signed by such Surety, or its authorized agent, stating that the liability of such Surety is thereby terminated and canceled; and provided further, that nothing herein shall affect any rights or liabilities which shall have accrued under this bond prior to the date of such termination. Signed, sealed and dated the 8 day of JANITARY 198_. NATIONAL DISPLAY ADVERTISING, INC. DBA: INTER —CITY SHELTERS, INC. ^ Principal SOUTH CAROLINA INSURANCE CCVPANY - MARSHA C. GARRISON AJTOR Ef INFACT i i i z 0 rt n ° a 3 z N � G N Q X� 6 y z CL m a N V1' n -r N O rt "[ K W A C 7 °Dy O C O -< � 7 O 01 -r Y S a n c -h m N (D N d VC 3 � m r O m S h d N (D D, 7 7 N < fD N N p 7 � C N N 7 ✓ o -.0 ((D N `£ O rt n < (D 7 7 F 3 n L p7 (D O • 3 Y c •H (D 7 SZ -MM rt •�N ti •py •zc 3 :n�? (D •9N o •0•, o •O Z •0. CIO 4 O• •H• CL o r* < v c O N N N o. • •< N rt3 rt O (D O -n 7 (p 7 rt Q • 77o c N � • F N a N r' • N n 0 N N • ID N N d lD 0 CD -• < rr o (D N 7 (Dm 0 a m �° rt o o m m O S Z s N 01 7 `< (D 7 N rt N a. N < (D S 7 < c v(o- n 3 d O. (D Z 0 7-01 n •a,a -•moo �•x d 3 C M O d t' d N p• . n. 7 (1 fD Co •o . ' Or* S O •CS •H• N o.:'r'O •°D n(D • z• SS •yam CD m • C)o v O) �H z � m •'a0 � -Oii O N O N -i D m m O In b r_ T O A 7_ d u) O N N � o z CD =m K r p C 2 1 r Z � ➢ A N D z 0 rt n ° a 3 z N � G N Q X� 6 y z CL m a N V1' n -r N O rt "[ K W A C 7 °Dy O C O -< � 7 O 01 -r Y S a n c -h m N (D N d VC 3 � m r O m S h d N (D D, 7 7 N < fD N N p 7 � C N N 7 ✓ o -.0 ((D N `£ O rt n < (D 7 7 F 3 n L p7 (D O • 3 Y c •H (D 7 SZ -MM rt •�N ti •py •zc 3 :n�? (D •9N o •0•, o •O Z •0. CIO 4 O• •H• CL o r* < v c O N N N o. • •< N rt3 rt O (D O -n 7 (p 7 rt Q • 77o c N � • F N a N r' • N n 0 N N • ID N N d lD 0 CD -• < rr o (D N 7 (Dm 0 a m �° rt o o m m O S Z s N 01 7 `< (D 7 N rt N a. N < (D S 7 < c v(o- n 3 d O. (D Z 0 7-01 n •a,a -•moo �•x d 3 C M O d t' d N p• . n. 7 (1 fD Co •o . ' Or* S O •CS •H• N o.:'r'O •°D n(D • z• SS •yam CD m • C)o v O) �H z � m •'a0 � -Oii O N O N -i D m m O In b r_ T O A 7_ fq Fri AGREEMENT FOR BUS SHELTERS THIS AGREEMENT, made and entered into this /yroL.day of DECEMBER 1984, by and between the CITY OF NEWPORT BEACH, a municipal corporation of the State of California, (The "City ") and INTER -CITY SHELTERS, INC., a California corporation, ( "Contractor "). 1WN0 .�. AIW1 1*03EAS, City desires to have bus shelters, hereinafter referred to as "shelters ", installed at various designated bus stop locations through- out the City on a trial basis; and WHEREAS, City desires to provide such shelters to the public without incurring costs and expenses therefor; and WHEREAS, City has requested proposals for construction and mainten- ance of such shelters; and WHEREAS, Contractor represents that it is willing and qualified to provide such shelters under the terms and conditions hereinafter set forth; and WHEREAS, City is willing to provide Contractor with a right to construct, erect, install, repair, maintain and insure such shelters on City -owned property under the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the respective and mutual covenants and promises hereinafter contained and made and subject to all of the terms and conditions hereof, the parties hereto agree as follows: 1. Grant of Right by City. City hereby grants to Contractor, on the terms hereinafter described, the right to construct, erect, install, repair, maintain and insure shelters at ten (10) bus stop locations. Said locations shall be subject to final review and approval by the City Traffic Engineer. 2. Fee Payable to City. a. In consideration of the right granted hereby, Contractor agrees to pay to City twenty five and two tenths percent (25.2 %) of the gross advertising revenues received by Contractor for the rental of advertising space in and on the shelters, and in no instance shall said payment be less than a minimum of One Hundred Dollars ($100.00) per month per shelter, b. Contractor shall make payment to City on a monthly basis. The minimum payment will be made Six (6) months in advance. Payments in excess of the minimum payment shall be paid quarterly. c. All payments from Contractor to City shall be supported by a Statement of Account showing all shelter locations and revenues received. d. Contractor shall allow inspection of its books and records by City officials as authorized by City's Manager or Finance Director at Contractor's office during reasonable business hours to determine revenues due to City. e. (quarterly reports (unaudited) concerning gross advertising receipts derived from shelters within City shall be provided to the Finance Director of City within thirty (30) days after the conclusion of each calender quarter. f. In consideration of the right granted hereby, Contractor agrees to furnish, install, and maintain one (1) bus shelter without advertising; thirty -five (35) bus benches without advertising; and ten (10) free- standing 2 public information signs 0 Said installation shall be completed within ninety (90) days from the execution of this Agreement. g. All installations provided for in Section f. above shall become the property of City at such time as City shall elect to discontinue the advertising shelter program or shall select a provider other than Contractor. 3. Contractor's Services. follows: Contractor agrees, at its own cost and expense to perform as a. Scope of Service. Contractor shall construct and maintain ten (10) shelters in the City and upon City sidewalks at ten (10) locations, of the type designated by Contractor as TS 582. b. Time of Installation. Contractor shall install all ten (10) shelters within sixty (60) days of City's authorization to begin installation. c. Design of Shelters. Except as hereinafter provided, said shelters shall be so designated and constructed as to conform to Contractor's drawing I.C.S. 984 attached hereto as Exhibit "A ". Each shelter shall have displayed in a conspicuous place the name of Contractor and a permit number, which shall be given to Contractor by City. Any design changes shall be submitted to City for City's written approval at least thirty (300 days prior to installation. Contractor shall obtain written approval of City's Building Director of all design changes before installation. d. Permit Requirements. Contractor shall obtain separate permits from the City for each bus shelter, and each such permit shall be valid only for the particular location specified therein. Each application 3 for a permit to install a bus shelter must be accompanied by the following: 1. A plan showing the proposed location of each bus shelter and such other information as the Building Director of City may require. 2. Detailed plans and specifications of the shelter. 3. Performance Bond as required hereinafter in Paragraph 4 of this Agreement. e. Permit Charges. Contractor shall pay all fees, costs and permit charges regularly assessed by City, and further agrees that the shelters shall be constructed in conformity with the Uniform Building Code. f. Repair and Maintenance. Contractor shall maintain, repair, clean and service the shelters. Contractor shall be at liberty to enter upon and into shelters at any reasonable time with personnel and all necessary materials, including but not limited to electric wires, meters, clock work machinery and other items reasonably necessary for making said shelter effective. All such work shall be performed at the sole expense of Contractor. Each shelter shall be cleaned not less than two (2) times per week. Emergency repairs shall be done within twenty four (24) hours. g. Contractor shall provide City with twenty four (24) hour emergency telephone number. h. Electricity. Contractor shall pay all semis that may become due for electrical energy supplied to the shelters and shall keep City indemnified against any and all such costs. i. Advertising. Contractor agrees that it shall utilize the shelters for advertising material only in accordance with the following: 1. No advertisement or sign on any shelter shall be displayed except in the area designated for advertising pursuant to design diagrams 4 attached hereto as Exhibit "A ". 2. No advertisement or sign on any shelter shall be displayed which would be offensive, inappropriate or objectionable to the public, or which advertises competing services or products within a one block radius of real property primarily devoted to providing such services or products. Advertising of alcoholic beverages, tobacco products or of a political nature shall not be displayed. Should City, in its sole discretion, determine any advertising or any shelter to be offensive, inappropriate or objectionable to the public, Contractor shall remove all such advertising within twenty four (24) hours after City serves notice upon Contractor requiring the removal of such advertising pursuant to this paragraph. 3. No advertisement or sign on any shelter shall display any word, phrase, symbol or character likely to interfere with, mislead or distract traffic, or conflict with any traffic control device. 4. Contractor shall provide space to City for occasional public notices provided that said requests for space do not substantially diminish contractor's right to sell such advertising space. 4. Performance Guarantees. Contractor shall post and maintain a bond in the penal sum of Five Hundred Dollars ($500.00) per shelter permit issued, the total value of Contractor's bond being determined by the total number of permits issued for shelters to be constructed. Contractor's bond shall remain in effect over the duration of this Agreement to insure the faithful performance of Contractor's covenants for maintenance of the shelters, timely payment of all revenues due the City, including permit fees and advertising revenues, 5 and restoration of shelter site to its condition existing prior to installation of the shelter whenever a shelter is removed. Contractor's bond shall be in a form approved by the City Attorney. 5• Site Location. The location of shelters shall be selected by Contractor with the approval of City's Traffic Engineer as to the sites selected and agreed upon. 6. Shelter Removal. a. Contractor shall retain the right to remove any shelter upon thirty (30) days notice to City in the event the federal, state, municipal or other proper authorities should hereafter establish any rules, regulations or taxations which shall so restrict location, construction, maintenance or operation of the shelters as to substantially diminish the value of said shelters for advertising purposes, or in the event�of "chronic vandalism ", as hereinafter defined. b. In the event City fails to receive notice of renewal of the Permit, the Performance Guarantee Bond, the comprehensive general liability insurance, or any of them, on or before twenty (20) days before the expiration date thereof, or in the event either or both the Performance Bond or comprehensive general liability insurance are cancelled and no evidence of equal coverage is filed with City on or before twenty (20) days prior to the expiration date of either coverage, or upon termination of this Agreement for any reason, Contractor agrees to remove immediately all of its shelters and if it fails to do so within thirty (30) days after notice to do so is mailed by City, City shall have the right to remove said 11 E shelters and Contractor agrees to pay to City, City's costs for such removal and site restoration. C. "Chronic Vandalism" shall be defined as damages inflicted to an individual shelter during any six (6) month period which requires cumulative expenditures for replacement and repair that exceed the original cost of construction and installation of the shelter. d. City reserves the right to demand that any of said shelters be removed if (i) the shelter is not maintained properly, (ii) if the bus stop location is changed, (iii) shelter will interfere with any construction, maintenance or repairs of any public utility or public improvement, or (iv) if any term of this agreement or of any permit issued to contractor by City is violated. In the event of said demand, Contractor agrees to be responsible for all costs involved in restoring the site as provided in subsection (e). e. Upon removal of any or all shelters erected by Contractor hereunder, all material shall be removed from the site, including, but not by way of limitation, all wires. The site shall be restored to the condition as it existed prior to installation of the shelter, including complete restoration of any sidewalk upon which said shelter was located. 7. Term. The term of this Agreement shall commence at 12:01 a.m. on the day following execution hereof by City and shall continue for a term of one (1) year unless previously terminated as hereafter provided. 8. Termination. This Agreement may be terminated by City, or Contractor, by giving the other party thirty (30) days written notice. 7 9. Independent Contractor. Contractor is an independent contractor and not an employee of City, and all construction and maintenance personnel shall be employees of Contractor and not employees of City. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 10. Insurance. a. Contractor shall obtain at its sole cost and file with City Managers office, prior to exercising any right or performing any obligation pursuant to this Agreement, and maintain for the period covered by this Agreement, a policy or policies of liability insurance or a certificate of such insurance, satisfactory to the City Attorney of City, naming City, its officers, agents, and employees, as insured or additonal insured, which provides coverage not less than that provided in the form of a comprehensive general liability insurance policy against liability for any and all claims and suits for damages or injuries to persons or property resulting from or arising out of operations of Contractor, its officers, agents, or employees. Said policy of policies of insurance shall provide coverage for both bodily injury and property damage in not less than the following minimum amounts: One Million Dollars ($1,000,000.00) combined single limit; or bodily injury, Five Hundred Thousand Dollars ($500,000) per person and One Million Dollars ($1,000,000.00) each occurrence; property damage One Hundred Thousand Dollars ($100,000) each occurrence and Two Hundred Thousand Dollars ($200,000) aggregrate. 11 Said policy or policies shall also contain a provision that no termination, cancellation or change of coverage or of insured or additional insured shall be effective until after thirty (30) days notice thereof has been given in writing to City. Contractor shall give to City prompt and timely notice of claim made or suit instituted arising out of Contractor's Operations hereunder. Contractor shall procure and maintain at its own cost and expense, any additional kinds and amounts of insurance which, in its own judgment, may be necessary for its proper protection in the prosecution of the work. 11. Representatives and Notices. City's Manager shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives, of agreements on behalf of City called for by this Agreement except as otherwise expressly provided in this Agreement. Jean- Claude Le Royer, President, shall be the sole representative of Contractor for purposes of this Agreement, and may enter into any subordinate agreements with City pursuant to this Agreement on behalf of Contractor. Notices and written communications sent by one party to the other shall be personally delivered or sent by U.S. Mail, postage prepaid, to the following addresses: If sent by Contractor to City: City Manager City of Newport Beach 3300 Newport Boulevard Newport Beach, California 92663 9 If sent by City to Contractor: Jean - Claude Le Royer Inter -City Shelters, Inc. 12 Corporate Plaza Drive, Suite 202 Newport Beach, California 92660 12. Subcontractors. None of the services included in this Agreement shall be subcontracted without the prior approval of City. Contractor shall be fully responsible to City for the performance of any and all subcontractors. 13. Assignability. Contractor shall not assign nor transfer any interest in this Agreement, whether by assignment or novation, without the prior written consent of City. 14. Hold Harmless. Contractor shall indemnify and save harmless City, its officers and employees, from and against any and all damages to property or injuries to or death of any person or persons, including property and employees or agents of City, and shall defend, indemnify and save harmless City, its officers and employees, for any all all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers' compensation claims, resulting form or arising out of the negligent acts, errors or aaaissions of,Contractor, his employees or subcontractors. Contractor shall indemnify and save harmless City, its officers and employees, fran and against any and all damages to property or injuries to or death of any person or persons, including property and employees or agents of City, and shall defend, indemnify and save harmless City, its 10 officers and employees, from and against any and all claims, demands, suits, actions or proceedings therefor, resulting from or arising out of the intentional or malicious acts of Contractor, his employees of subcontractors. 15. Equal Opportunity. a. By signing this Agreement, Contractor certifies that it does not discriminate against any employee or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, physical handicap or medical condition, except as provided in Labor Code Section 1420, in connection with employment, promotion, demotion, or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training including apprenticeship. Such affirmative action shall be in accordance with the affirmative action guidelines adopted by City. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices provided by City setting forth the provisions of this non - discrimination clause. b. Contractor agrees to cause the foregoing provision to be inserted in all subcontracts for any work covered by this Agreement, so that such provisions will be binding upon each subcontractor provided that the foregoing provisions shall not apply to contracts or subcontracts for standard commercial supplies or raw materials. d. Non - compliance with the affirmative action program will constitute a breach of the terms of this Agreement. 16. Validity. The invalidity in whole or in part of any provision of this 11 E Agreement shall not void nor affect the validity of the other provisions of this Agreement. 17. Governing Law. This Agreement shall be governed by and constued in accordance with the laws of the State of California. 18. Entire Agreement. This Agreement supersedes any and all other agreements either oral or in writing, between the parties hereto with respect to the subject matter hereof and contains all of the covenants and agreements between the parties with respect to said matter, and each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied herein, and that any other agreement, shall be effective only if executed in writing and signed by both City and Contractor. 19. Tax Interest. Contractor recognizes and understands that this Agreement may create a possessory interest in Contractor subject to property taxation and Contractor agrees to assume all liability and responsibility for payment Of property taxes levied on such interest. 20. Gender and Number. As used herein, the masculine shall include the feminine and neuter, and the signular shall include the plural. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. 12 ATPEST: r City C1 City Attorney 13 CITY OF NEWPORT BEACH, a municipal corporation of the State. of California Ma r INTER -CITY SHELTERS, INC. a California corporation BY Raymond A. Peloso Chairman Of The Board 0 • TO: FROM: SUBJECT: RECOMMENDATION CITY COUNCIL Public Works Department • November 26, 1984 CITY COUNCIL AGENDA ITEM NO. F -3(c) BUS SHELTER PILOT PROGRAM Approve an agreement with Inter -City Shelters, Inc. to provide bus shelters with advertising for a one -year pilot program and authorize the Mayor and City Clerk to execute the agreement on behalf of the City. DISCUSSION The City Council, on October 22, 1984, directed staff to select a company to provide bus shelters with advertising and come back with a contract for approval. The proposals received up to that point were based on varying criteria and were, therefore, not readily comparable. New proposals were solicited from the three companies: Inter -City Shelters, Inc., Target Media, and Shelter Media. Additionally, a proposal was submitted by a fourth firm: Transit Shelters of California, Inc. /American Bus Shelter Company, Inc. A copy of Inter -City Shelters' proposal is attached. All of the companies- proposals provided for the same minimum revenue, thus other factors were considered in the selection. Inter -City Shelters' proposal stood out as providing the most additional benefits in the form of bus benches, an advertising - free shelter, and public information signs. These extra amenities will become the property of the City if the program is discontinued after the one -year pilot program. 3Rich�rdjM. Edmonston f Traffic Engineer RME:bb ` Attachment <3,0 - � q2- PROPOSAL FORM • This constitutes the proposal of Inter -City Shelters, Inc. to provide bus shelters at ten (10) locations in the City of Newport Beach for a one -year pilot program. 1. Payments to the City of Newport Beach will be based upon 25.2% of the gross advertising revenue with a minimum guarantee of $100.00 per month, per shelter. Payments will be made at least monthly and the minimum guarantee will be paid 6 (six) months in advance. 2. In addition to the ten (10) shelters with advertising, we . will provide 1 shelters and 35 benches without advertising and maintain them at no cost to the City of Newport Beach. 3. As a public service, we will make See #5% of the advertising space in the ten (10) shelters available for use by the City. 4. At the completion of the pilot program, 1 of the shelters and 35 of the benches will become the property of the City of Newport Beach at no additional cost. 5. Other: 10 Free Standing Signs to be provided free to 0 the city for 'tourist and public information. n REPRESENTATIVE TITLE �— DAT RAYMOND A. PELOSO CHAIRMAN OF THE BOARD 10 -14 -84 See Letter and Exhibits See Contract File for C -2482 Bus Shelters Exhibit A