HomeMy WebLinkAboutCC Resolution 14317 (Transit Shelter Advertising Agreement)RESOLUTION NO. 14317
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL
APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE AN
AMENDMENT TO THE ADVERTISING TRANSIT SHELTER AGREEMENT WITH
SUCCESSOR IN INTEREST OUTFRONT MEDIA LLC.
WHEREAS, the parties entered into an Advertising Transit Shelter Agreement, dated
September 7, 1993 ("Agreement"), under which CONTRACTOR assumed the obligation to
install and maintain transit shelters in the CITY's right-of-way, on which CONTRACTOR could
place advertising in exchange for compensation paid to the CITY; and
WHEREAS, Outfront Media LLC, the CONTRACTOR, is the successor in interest to
CBS Outdoor, Inc, which was previously the successor to Outdoor Systems, Inc, which was the
successor in interest to the original contractor, Combined Communications Corp. dba Gannett
Outdoor Co. of Northern California; and
WHEREAS, on May 7, 2012, the parties agreed to an Amendment of the Agreement to
amend Paragraph II (Duration of the Contract) to provide for an extension of the term of the
Agreement for an additional period of 5 years through May 6, 2017, with an option for renewal
for another 5 years, under the terms of the original 1993 Agreement, except for a revision to
Paragraph V (Payment) to provide for the payment of $126 per shelter per month (adjusted
annually by CPI change) or 25% of gross advertising revenues, whichever was greater; and
WHEREAS, the parties wish to amend Paragraph II (Duration of Contract) of the
Agreement to extend the term for an additional period of 5 years, May 7, 2017 through May 6,
2022 and, by written agreement of both parties, for another 5 year period on the same terms,
subject to the written approval of the City Manager; and
WHEREAS, the CONTRACTOR has demonstrated to the City that the guaranteed
payment to the CITY of $126 per shelter per month, along with the costs of maintaining the
shelters, has resulted in financial hardship for the CONTRACTOR; and
WHEREAS, the CONTRACTOR has performed regular and satisfactory maintenance
and upkeep to transit shelters located within the City Right of Way, providing enhanced service
for San Rafael transit riders; and
WHEREAS, the parties wish to amend Paragraph V (Payment) of the Agreement to
change the amount paid to the CITY by the CONTRACTOR to be Twenty Five (25) percent of
the gross advertising revenue; and
WHEREAS, the parties wish to amend Paragraph XII (Notice) of the Agreement to
revise the recipients of notices as follows:
CITY: City Manager
City of San Rafael
14005 th Street
San Rafael, CA 94901
CONTRACTOR: Outfront Media LLC
450 Lexington Ave.
New York, NY 10174
WHEREAS, all other terms and conditions of the Agreement shall remain unchanged
and in full force and effect for the term of this Agreement, as amended.
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN RAFAEL
resolves that it approves and authorizes the City Manager to execute the Amendment to the
Advertising Transit Shelter Agreement, attached hereto as Exhibit A, and by this reference made
a part hereof, subject to approval as to form by the City Attorney .
I, ESTHER BEIRNE, Clerk of the City of San Rafael, hereby certify that the foregoing
Resolution was duly and regularly introduced and adopted at a regular meeting of the City
Council of said City held on Monday, the 1St day of May, 2017 by the following vote, to wit:
AYES: COUNCILMEMBERS: Bushey, Colin, Gamblin, McCullough & Mayor Phillips
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
- 'e- 'C&w -
ESTHER BEIRNE, City Clerk
SECOND AMENDMENT TO ADVERTISING TRANSIT SHELTER AGREEMENT
This Second Ame dment to Advertising Transit Shelter Agreement (the "Amendment") is made
and entered into this 291ay of May, 2017, by and between the CITY OF SAN RAFAEL ("CITY") and
Outfront Media LLC, f/k/a CBS Outdoor, Inc, f/k/a Outdoor Systems, Inc., which was successor in interest
to the original contractor, Combined Communications Corp. dba Gannett Outdoor Co. of Northern
California ("CONTRACTOR").
RECITALS
WHEREAS, CONTRACTOR and the CITY are parties to that certain Advertising Transit
Shelter Agreement, dated September 7, 1993 under which CONTRACTOR assumed the obligation to
install and maintain transit shelters in the CITY's right-of-way, on which CONTRACTOR could place
advertising in exchange for compensation paid to the CITY, ; and
WHEREAS, Outfront Media LLC the CONTRACTOR, is the successor in interest to CBS
Outdoor, Inc, which was the successor to Outdoor Systems, Inc, which was the successor in interest to
the original contractor, Combined Communications Corp. dba Gannett Outdoor Co. of Northern
California; and
WHEREAS, the parties agreed to an amendment dated May 7, 2012 extending the Term for an
additional period of 5 years through May 7, 2017, with an option for renewal for another five (5) years
(together, the "Agreement"); and
WHEREAS, the parties now wish to amend Paragraph II (Duration of Contract) of the
Agreement to extend the Term for an additional period of five (5) years from May 7, 2017 through
May 6, 2022 and to permit, by written agreement of both parties, a renewal of the Agreement for
another subsequent five (5) year period on the same terms as set forth herein, subject to the written
approval of the City Manager; and
WHEREAS, the CONTRACTOR has demonstrated to the City that the guaranteed payment to
the CI'T'Y of $126 per shelter per month, along with the costs of maintaining the shelters, has resulted
in financial hardship for the CONTRACTOR; and
WHEREAS, the CONTRACTOR has performed regular and satisfactory maintenance and
upkeep to transit shelters located within the City Right of Way, providing enhanced service for San
Rafael transit riders; and
WHEREAS, the parties wish to amend Paragraph V (Payment) of the Agreement to change
the amount paid to the CITY by the CONTRACTOR to be Twenty Five (25) percent of the gross
advertising revenue; and
WHEREAS, the parties wish to amend Paragraph XII (Notice) of the original Agreement to
revise the recipients of notices as follows:
CITY: City Manager
City of San Rafael
1400 5`h Avenue
San Rafael, CA 94901
1
CONTRACTOR: Outfront Media LLC
450 Lexington Ave.
New York, NY 10174
WHEREAS, all other terms and conditions of the Agreement shall remain unchanged and in
full force and effect for the term of this Agreement, as amended.
AMENDMENT TO AGREEMENT
NOW THEREFORE, the parties agree as follows:
Paragraph II (Duration of the Contract) of the Agreement is amended to read:
"This Agreement will be extended for a five (5) year period commencing
May 7, 2017 through May 6, 2022, and may be extended for another subsequent
five (5) year period on the same terms and conditions set forth herein by the written
agreement of the parties, subject to the written approval of the City Manager."
2. Paragraph V (Payment) of the Agreement is hereby deleted in its entirety and replaced with
the following:
"CONTRACTOR will pay CITY twenty-five percent (25%) of the gross advertising
revenue (gross sales minus agency commission) received by CONTRACTOR from the sale of advertising
on the advertising transit shelters per month. CONTRACTOR will provide CITY with a written monthly
accounting of the gross advertising revenue received from the sale of advertising on the advertising transit
shelters and the payment owed to CITY. CONTRACTOR will submit the required payment to CITY
within thirty (30) days following the conclusion of each month. No minimum flat fee or other amount shall
be payable by CONTRACTOR in connection with the advertising transit shelters."
3. Paragraph XII (Notice) of the Agreement is amended to revise the recipients of notices as
follows:
CITY: City Manager
City of San Rafael
1400 5t' Avenue
San Rafael, CA 94901
Contractor: Outfront Media LLC
450 Lexington Ave.
New York, NY 10174
4. All other terms and conditions of the Agreement shall remain unchanged and in full force
and effect for the term of this Agreement as amended.
17
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day, month and
year first hereinabove written. �
CITY OF SAN RAFAEL:
Jim SchutCit Manager
ATTEST:
f2 eg+ G -
Esther C. Beirne, City Clerk
APPROVED AS TO FORM:
C - lei
Robert F. Epstein, City Att ey
3
LLC:
Printed Officel Name: Richard Ament
Title: SVP Business Development
and,
Pripted(0 icer Name: drew R. Sriubas
J
Title: E `Strategi lanning & Development
CONTRACT ROUTING FORM
INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below.
TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER:
Contracting Department: Public Works
Project Manager: Talia Smith
Extension: 3354
Contractor Name: Outfront Media
Contractor's Contact: Frank Sandusky
Contact's Email: frank.sandusky@outfrontmedia.com
❑ FPPC: Check if Contractor/Consultant must file Form 700
Step
RESPONSIBLE
DESCRIPTION
COMPLETED
REVIEWER
Date of Council approval
DEPARTMENT
DATE
Check/Initial
1
Project Manager
a. Email PINS Introductory Notice to Contractor
5/1/2017
NLG
TS
Attorney with printed copy of this routing form
4/18/2017
b. Email contract (in Word) & attachments to City
6 City Attorney
Review and approve hard copy of signed
S�221 �I
Atty c/o Laraine.Gittens@cityofsanrafael.org
NTS
2
City Attorney
a. Review, revise, and comment on draft agreement
Click here to
and return to Project Manager
enter a date.
® TS
8 City Manager/ Mayor
Agreement executed by Council authorized official
b. Confirm insurance requirements, create Job on
Click here to
9 City Clerk
Attest signatures, retains original agreement and
PINS, send PINS insurance notice to contractor
enter a date.
M _LG_
3
Project Manager
Forward three (3) originals of final agreement to
5/1/2017
NTS
contractor for their signature
4
Project Manager
When necessary, * contractor -signed agreement
❑ N/A
agendized for Council approval
*PSA > $20,000; or Purchase > $35,000; or
Or
NTS
Public Works Contract > $125,000
5/1/2017
Date of Council approval
PRINT
CONTINUE ROUTING PROCESS WITH HARD COPY
5 Project Manager
Forward signed original agreements to City
5/15/17
TS
Attorney with printed copy of this routing form
Hard copy sent
5/22/17
6 City Attorney
Review and approve hard copy of signed
S�221 �I
agreement
7 City Attorney
Review and approve insurance in PINS, and bonds
(for Public Works Contracts)
8 City Manager/ Mayor
Agreement executed by Council authorized official
L 71_l/> 17AV
9 City Clerk
Attest signatures, retains original agreement and
forwards copies to Project Manager
,A
as
0UTFR0NT-1w*%-b
media
Talia Smith
Senior Management Analyst
City of San Rafael
Department of Public Works
April 18, 2017
Dear Talia:
Outfront Media Group LLC. Is pleased to advise you that all of necessary approvals are in place in order to move forward
with our agreement based on the following criteria:
1. Effective Date of May 1, 2017 or as soon as practical after approval by the City of San Rafael
2. Five (5) year term
3. Revenue of 25% of net revenue collected will be paid to the City of San Rafael.
All of the other terms from the original agreement will remain in effect.
Sincerely,
Frank Sandusky
VP Business Development Western US
Direct: 657.221.2762 Cell 714.325.5679
2100 W.Orangewood Ave. Suite 160
Orange, CA 92868
OUTFRONTmedia.com