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PW Transit Shelter Advertising AgreementSECOND 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