HomeMy WebLinkAboutStaff Report 3.I 01/23/2006CITY OF PFTALUMA, CALIFORNIA 3.1
AGENDA BILL January 23, 2006
Agenda Title: Resolutions Establishing an Advertising Policy and Meeting Date: January 23, 2006
Awarding City Bus Advertising a Contract to Provide Advertising
on Petaluma Transit Buses and Inside the Keller Street Parking Meeting= Time: ® 3:00 PM
Structure ❑ 7:00 PM
Category (cheep one): U Consent Calendar ❑ Public Hearing ❑ New Business
❑ Unfinished Business ❑ Presentation
Department: Director: Contact Person: Phone Number:
Public Works , Vincent Marengo James Ryan 778-4421
Cost of Proposal: Account Number: NIA
Advertising from both venues will bring to the City 35% of CBA's
monthly gross revenues. The anticipated share of monthly revenue Name of fund: NIA
is $1,000 per month for transit, and $1,00041,500 per month for
Keller Street parking structure.
Amount Budgeted: NIA
Attachments to Agenda Packet Item:
1. Resolution Establishing Advertising Policy and Proposed Policy (Attachment A with Exhibit A)
2. Resolution Awarding Contract to City Bus Advertising (Attachment B)
3. Advertising Revenue Information (Attachment C)
4. City Bus Advertising Contract (Attachment D)
5. Transit and Keller Street Parking Structure Advertising Photos and Plans (Attachment E)
Summary Statement:
The City of Petaluma intends to generate revenue from the sale of advertising space on and in City buses
and public parking structures, and to that purpose, has drafted an advertising policy which prohibits certain
advertising, including all political and religious advertising, and advertising that does not serve to promote
a commercial transaction. The City would like to prohibit any and all material containing: 1) political
and/or religious views; 2) alcohol; 3) tobacco; 4) illegal activity;5) obscenity; 6) and falsities. At the same
time, the City intends to reserve the right to permit government sponsored public service announcements
on and in City buses and public panting structures.
California Bus Advertising will generate revenue for the City of Petaluma by providing advertising on
Petaluma Transit buses and placing advertising inside the Keller Street parking structure. The advertising
revenue of $12,000 a year will allow Petaluma Transit to expend less TDAISTA funds for the operation of
the system. Advertising inside the Keller Street parking structure will bring $12,000 to $18,000 per year,
which will help to defray the ongoing maintenance costs. The contract, as proposed, is for three years with
two, one-year extensions. The proposed policy will regulate advertising sales placed in both venues.
Recommended City Council Action/Sua2ested Motion:
Approve proposed advertising policy and award contract to City Bus Advertising to provide advertising in
and on Petaluma Transit buses and inside the Keller Street parking structure. Approve advertising policy.
Revie�� q by Admin. Svcs. Dir: Reviewed by City Attorney: Aunro e by City Manager:
Date: -- i 1� f� Date: VP Date:
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Todav's Date: —i -+2l 9i6 Revision # and Date Revised: F116 Code:
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CITY OF PETALUMA, CALIFORNIA
JANUARY 23, 2005
AGENDA REPORT
FOR
RESOLUTIONS ESTABLISHING AN ADVERTISING POLICY AND AWARDING CITY BUS
ADVERTISING A CONTRACT TO PROVIDE ADVERTISING ON PETALUMA TRANSIT FUSES
AND INSIDE THE KELLER STREET PARKING STRUCTURE
1. EXECUTIVE SUNINIARY:
The City of Petaluma intends to generate revenue from the sale of advertising space on and in City
buses and public parking structures, and to that purpose, has drafted an advertising policy which
prohibits certain advertising, including all political and religious advertising, and advertising that
does not serve to promote a commercial transaction. This includes any and all material containing:
1) political and/or religious views; 2) alcohol; 3) tobacco; 4) illegal activity; 5) obscenity; 6) and
falsities. At the same time, the City intends to reserve the right to permit government sponsored
public service announcements on and in City buses and public parking structures.
California Bus Advertising will generate revenue for the City of Petaluma by providing advertising
on Petaluma Transit buses and placing advertising inside the Keller Street parking structure. The
advertising revenue of $12,000 a year will allow Petaluma Transit to expend less TDA/STA funds
for the operation of the system. Advertising inside the Keller Street parking structure will bring
$12,000 to $18,000 per year, which will help to defray the ongoing maintenance costs. The contract,
as proposed, is for three years with two, one-year extensions. The proposed policy will regulate
advertising sales placed in both venues.
2. BACKGROUND:
Regulations governing commercial speech in non-public forums may generally regulate the types of
advertising addressed by the proposed City policy, as long as the controls are reasonable, do not have
the appearance of discriminating based on the view of the speaker or the content of the particular
message, and are not overly broad or so vague that it is difficult to consistently enforce them. The
City -owned public parking structures, and exterior and interior bus panels, can be considered non-
public forums. The proposed advertising policy, which follows the above requirements, has been
approved by the City Attorney.
City Bus Advertising (CBA) is owned and operated by Robert Stowe, and has been in business for
15 years. Petaluma Transit was Nur. Stowe's first client. CBA solicits, places, produces and
maintains advertising on small to medium-sized transit systems. CBA will market and provide
advertising on spaces located on Petaluma Transit buses to local businesses. Mr. Stowe, performs all
work for CBA, including sign and banner production, installation and maintenance of signs.
2-
CBA will also market advertising spaces located in the Keller Street parking structure to local
businesses. As with transit advertising, all production, installation and maintenance will be
performed by Mr. Stowe. The same advertising standards as those of transit advertising will be
upheld.
Proposed revenue to the City of Petaluma for Petaluma Transit will be $1,000, or 35% of the
monthly gross revenue, whichever is greater. Proposed revenue to the City of Petaluma for the
Keller Street parking structure will be 35% of the monthly gross. It is anticipated that the City's
share would be $1,000 to $1,500 each month. The contract would be for three years, with two, one-
year extensions.
3. ALTERNATIVES:
a) Do not adopt the proposed advertising policy.
b) Do not approve advertising on Petaluma Transit buses, advertising in the Keller Street
panting structure, or advertising on either.
4. FINANCIAL IMPACTS:
Petaluma Transit will receive from CBA revenues of $12,000 per year towards operation costs.
Keller Street parking structure receives $12,000418,000 towards maintenance costs.
5. CONCLUSION:
Awarding of contact will help defray both a small portion of Petaluma Transit operating costs and
the Keller Street parking structure maintenance costs.
6. OUTCOMES OR PERFORMANCE MEASUREMENTS' THAT WILL IDENTIFY SUCCESSOR
COMPLETION:
Contractor markets advertisements that appear on Petaluma Transit buses and begins to solicit
advertisements for the Keller Street parking structure. All marketing of space will adhere to the
City's advertising policy for both venues.
7. RECOMMENDATION:
Approve proposed advertising policy and award contract to City Bus Advertising to provide
advertising in and on Petaluma Transit buses and inside the Keller Sheet parking structure. Approve
advertising policy.
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ATTACHMENT A
RESOLUTION ESTABLISHING
CITY ADVERTISING POLICY
WHEREAS, the City Council of the City of Petaluma desires to establish a City advertising
policy for City buses and public parking structures; and
WHEREAS, the selling of advertising on the buses and public parking structures is for the
purpose of generating revenue to be used for City services and programs consistent with the public
transportation, safety, and health purposes served by such public facilities; and
WHEREAS, the advertising space on City buses and public panting structures is not and has not
been designated as a place for public discourse; and
WHEREAS, the City buses and public parking structures have been and are intended to remain
non-public forums in accordance with Children of the Rosary v. City ofPhoenix (9`h Cir. 1948) 154 F.3d
572; and
WHEREAS, the City of Petaluma desires to regulate the advertising that will be permitted on the
City buses and public parking structures consistent with the requirements applicable to the regulation of
speech by the government acting as proprietor in non-public forums in accordance with U.S. and
California law; and
WHEREAS, the City of Petaluma desires to prohibit certain advertising, including all political,
religious and other non-commercial advertising on City buses and public structures; and
WHEREAS, the City of Petaluma has developed an Advertising Policy that will regulate
advertising on City buses and public structures consistent with U.S. and California law.
NOW, THEREFORE, BE TT RESOLVED that the City Council of the City of Petaluma adopts
an advertising policy for City buses and public parking structures, a copy of which is attached hereto and
marked as Exhibit A.
El
EXHIBIT A
CITY OF PETALUMA ADVERTISING POLICY
1. All proposed advertising shall be submitted to the City of Petaluma or its designee for
review and approval. The advertisements must be submitted in sufficient detail to
detemune the content and final general appearance of the advertisement.
2. Any advertisement that does not comply with the standards set forth by the City in
paragraph 4, shall be rejected.
The subject matter of all advertising shall be limited to those advertisements that propose
a commercial transaction. (Advertising that proposes a commercial transaction for
proposes of this pohcy excludes advertising that includes expression of political or
religious views, regardless of speaker or viewpoint.)
4. Advertisements may not be displayed that:
(a) Advertise alcohol or tobacco products;
(b) Advertise illegal activity;
(c) Contain words or images that are defamatory in nature or that are directed toward
inciting imminent lawless actions;
(d) Contain obscene matter as that term is defined in California Penal Code §31l(a)
or contain statements or words of an obscene, indecent or immoral character, or
any picture or illustration of the human figure in such detail as to offend public
morals or decency pursuant to California Business and Professions Code section
5402;
(e) Are false, misleading and/or deceptive.
ATTACHMENT B
RESOLUTION AWARDING CITY BUS ADVERTISING A CONTRACT
TO PROVIDE ADVERTISING ON PETALUMA TRANSIT BUSES AND
TO PLACE ADVERTISING INSIDE THE KELLER STREET PARKING STRUCTURE
WHEREAS, the City of Petaluma wishes to reduce its expenditure of TDA/STA
hording, and this contract will enable Petaluma Transit to generate revenue to the transit system;
Ims
WHEREAS, the City of Petaluma wishes to defray its maintenance costs of the Keller
Street parking structure, and this contract will be able to generate revenue towards maintenance
costs of same; and
WHEREAS, City Bus Advertising can provide advertising for Petaluma Transit and the
Keller Street parking structure, and generate revenue towards both City of Petaluma venues.
NOW, THEREFORE BE IT RESOLVED, that the City Council of the City of
Petaluma hereby awards the contract to City Bus Advertising.
ATTACHMENT C
ADVERTISING REVENUE INFORMATION
At the present time, City bus Advertising is generating the following monthly income from rental
of the sign spaces on the buses as listed below:
Bus #21
$190 per month
Kathy Jensen Realtor
Bus #22
$190 per month
Petaluma Water Conservation
Bus #23
$322 per month
Press Democrat— includes signs inside all buses
Bus #24
$190 per month
Bank of Petaluma
Bus #25
$190 per month
Bundesen Realty
Bus #26
$190 per month
Bundesen Realty
Bus #11
$150 per month
Bundesen Realty
Bus #16
$150 per month
Kathy Jensen Realtor
Bus #17
$150 per month
Press Democrat
Present total revenue per month
$1,722.
For tine past 12 years, City Bus Advertising has been paying the City of Petaluma $1,000 per
month, which has been more than 35% of revenues. Listed below are bus advertising rates for
other cities in this area and payments made to these cities:
Petaluma Transit
Number of buses 6 full-time and 3 part-time
Advertising rates for signs $190 (full-time buses)
Advertising sign size: 16" x 64"
Payments made to Petaluma $1,000 per month
Napa Transit (Vine)
Number of buses 20
Advertising rates for signs $160 per month
Advertising sign size 21" x 72"
Payments made to Napa $1,000 per month
American Canyon Transit
Number of buses 2
Advertising rates for signs $325 (6 signs) per month
Advertising sign size 19" x 50"
Payments made to American Canyon $113 per month
Vacaville Transit (City Coach)
Number of buses 12
Advertising rates for signs $160 per month
Advertising sign size 21" x 64"
Payments made to Vacaville $700 per month
Benicia Transit
Number of buses 7
Advertising rates for signs $160 per month
Advertising sign size 21" x 72"
Payments made to Benicia $400 per month
Rio Vista Transit
Number of buses 2
Advertising rates for signs $160 per month
Advertising sign size 21" x 60"
Payments made to Benicia $330 per month
ATTACHMENT D
PROFESSIONAL SERVICES AGREEMENT
For Advertising on Petaluma Transit Buses and
Inside the Keller Street Parking Structure
(Title of Project} 00�
(Project Account Code No. 6400 43220 Transit Advertising 1i�
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is entered into and effective
as of October 3 2005 ("Effective Date"), by and between the City of Petaluma, a municipal
corporation and a charter city ("City") and City Bus Advertising_ , a Transit Advertising
Contractor ("Consultant") (collectively, the "Parties").
WIMREAS, the Parties enter into this Agreement for the purpose of Consultant providing
professional services to City under the terms and conditions set forth herein.
THEREFORE, in consideration of the mutual covenants contained in, this Agreement, the Parties
agree as follows:
1. Services. Consultant shall provide the services as described in and in accordance with
the schedule, set forth in Exhibit "A" attached hereto and-Jitcorporatedherein
("Services").
2. Compensation, Business Tax Certificate.
A. For the fullpeiformanee of the Services as described -herein;' City shall
compensate Consultant under the following terms: Asset forth in:Exhibit "A".
B. Consultant shall submit detailed monthly invoices reflecting all services
Perform
ed during, the preceding month, and including ,a revised schedule for
performance and, additional documentation requested .y.City, as applicable.
C. Consultant shall be compensated for services in addition to those described in
Exhibit --; only if Consultant and City execute-a:.wntten amendment to this
Agreement describing the .additional services. to be performed and the
compensation to be paid for such services. In no case shall the total compensation
under this Agreement exceed the amount set forth" u�Exhibjt "A"•,Without prior
written authorization of the City Manager. Ftirther,;no compensatioli fora 'section
or work program component attached with a specific budget shall be exceeded
without prior written authorization of the City Manager.
'Notwithstanding. "any _provision herein, Consultant shall' not be paid any
compensation "until such time as Consultant li, s on file'wi&fthe C%ty' Finance
Nepaitmenbeurrent-information requested on=the :"Uetiddz;Ioforiiaation" form
available from •City,, and has obtained a currently, valid Petaluma business -tax
eertifica#e. .
E. City's , obligation to:..pay. compensation to, Consultant as "'provided -herein is
contingent upon Consultant's performance of the Se ecs.pursuant. to Ure terms
and.conditions.of thus Agreement and any amendments,the> etq.:, _ .' "
PROFESSIONALSERVI CBS AGRE114E N'r (City)
May2005
3. Term. The term of this Agreement commences on the Effective Date, and terminates on
Dk' dmber 31, 2008, unless sooner terminated in accordance with Section 4. Upon
>1!* ji ation, any and all of City's documents or materials provided to Consultant and any
1 _ �ihkl of the documents or materials prepared for City or relating to the performance of
Services, shall be delivered to the City as soon as possible, but not later than fourteen
(14) days after termination of the Agreement -
4. Termination. City may terminate this Agreement without cause upon ten (10) days'
written notice. City may immediately terminate or suspend this Agreement for cause.
Cause for immediate termination or suspension shall include, but not be limited to, any
breach of this Agreement by Consultant or Consultant's banlauptcy or insolvency. Upon
receipt of notice of termination or suspension for cause, Consultant shall immediately
stop all work in progress under this Agreement. In the event of early termination of this
Agreement by City, Consultant shall be entitled to payment for all Services performed to
the date of termination to the extent such Services were performed to the satisfaction of
City in accordance with the terms and conditions of this Agreement. If City terminates
this Agreement for cause, Consultant shall be liable to City for any excess cost City
incurs for completion of the Services.
5. Consultant's Representation; lndenendent Contractor. Consultant represents that
Consultant possesses distinct professional skills in performing the Services. City has
relied upon said representation as a material inducement to enter into this Agreement.
Consultant shall, therefore, provide properly skilled professional and technical personnel
to perform all Services under this Agreement. It is expressly understood that Consultant
and its agents and employees, shall act in an independent capacity and as an independent
contractor and not as officers, employees or agents of City. This Agreement shall not be
construed as an agreement for employment.
6. Facilities and Eauipment. Consultant shall, at its sole cost and expense, furnish all
facilities and equipment that may be required for furnishing Services pursuant to this
Agreement. City shall fiimish to Consultant no facilities or equipment, unless the City
otherwise agrees in writing to provide the same.
7. Licenses, Permits, Etc. Consultant shall, at Consultant's sole cost and expense, keep in
effect at all times during the term of this Agreement any licenses, permits or other such
approvals which are legally required for performing the Services.
8. Time. Consultant shall devote such time to the performance of the Services as may be
reasonably necessary for satisfactory performance of Consultant's obligations pursuant to
this Agreement.
9. Inspection. Consultant shall provide the City every reasonable opportunity to ascertain
that the Services are being performed in accordance with the requirements and intentions
of this Agreement. All work done and materials furnished, if any, shall be subject to
inspection and approval by the City. The inspection of such work shall not relieve
Consultant of any of its obligations pursuant to this Agreement.
P?
PROFESSIONAL SERVICES AGREEMENT(City)
\lay 2005
10
16. Prol<ness Reports. Upon the City's request, Consultant shall provide, in a form
acceptable to City, written progress reports of all oral and written observations, opinions,
recommendations, analyses, progress and conclusions related to Consultant's
performance of the Services.
11. Confidentialitv. In the course of Consultant's employment, Consultant may have access
to trade secrets and confidential information, disclosure of which is protected or limited
by law. Consultant shall not directly or indirectly disclose or use any such confidential
information, except as required for the performance of the Services.
12. Conflict of Interest. Consultant represents that it presently has,no interest, and
covenants that it shall not acquire any interest, direct or indirect, financial or otherwise,
which would conflict in any manner or degree with the performance of the Services
hereunder. Consultant further covenants that, in the performance of this Agreement, it
shall not employ any subcontractor or person having such a conflict of interest.
Consultant represents that no one who has or will have any financial interest under the
Agreement is an officer or employee of City. If such conflict of interest arises during this
Agreement or any extension, Consultant will immediately advise City and City may, at
its sole discretion, immediately terminate this Agreement.
13. Consultant No Aecut. Except as City may specify in writing, Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Consultant shall have no authority, express or implied, pursuant to this Agreement
to bind City to any obligation whatsoever.
14. Standard of Performance. Consultant shall perform all the Services in a. manner
consistent with the standards of Consultant's profession. All instruments of service of
whatsoever nature, which Consultant delivers to City pursuant to this Agreement, shall be
prepared in a substantial, first class and workmanlike manner and conform to the
standards of Consultant's profession. All such instruments of service shall become the
sole and exclusive property of City upon delivery of the same.
15. Assienment/Transfer. No assignment or transfer in whole or in part of this Agreement
shall be made without the prior written consent of City.
16. Subcontractors. Consultant shall directly perform all Services, and shall not subcontract
any portion of performance of the Services without the prior written consent of City.
Any such subcontractors shall be required to comply, to the fill extent applicable, with
the terms and conditions of this Agreement, including but not limited to, procuring and
maintaining insurance coverage as required herein and which shall name City as an
additional insured.
17. Compliance With All Laws. Consultant shall fully comply with all applicable local,
state and federal rules, laws, regulations and ordinances pertaining performance of the
Services required hereunder. To the extent that any other government agency or entity
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PROFESSIONAL SERVICES AGREEMENT (City)
May 2005
11
provides compensation for any Services, Consultant shall comply with all rules and
regulations applicable to such fiscal assistance.
18. Discrimination. During the performance of this Agreement, Consultant shall not
discriminate against any employee or applicant for employment because of race, religion,
creed, color, national origin, ancestry, gender, sexual orientation, age or physical or
mental disability in violation of any applicable law.
19. Notice. Except as otherwise specified in this Agreement, all notices to be sent pursuant
to this Agreement shall be made in writing, and sent to the Parties at their respective
addresses specified below or to such other address as a Parry may designate by written
notice delivered to the other Party in accordance with this Section. All such notices shall
be seat by:
(i) personal delivery, in which case notice is effective upon delivery;
(ii) certified or registered mail, return receipt requested, in which case notice shall be
deemed delivered on receipt if delivery is confirmed by a return receipt;
(iii) nationally recognized overnight courier, with charges prepaid or charged to the
sender's account, in which case notice is effective on delivery if delivery is
confirmed by the delivery service; or
(iv) facsimile transmission, in which case notice shall be deemed delivered upon
transmittal, provided that (a) a duplicate copy of the notice is promptly delivered
by first-class or certified mail or by overnight delivery, or (b) a transmission
report is generated reflecting the accurate transmission thereof. Any notice given
by facsimile shall be considered to have been received on the next business day if
it is received after 5:00 p.m. recipient's time or on a nonbusiness day.
City: City Clerk
City of Petaluma
Post Office Box 61
Petaluma, California 94953
Telephone: (707) 778-4360
Facsimile: (707) 778-4554
And:
Vince Mareneo. Director
Department of Public Works
555 No, McDowell Blvd.
Petaluma, CA 94954
Telephone: 707/778-4303
Facsimile: 707/778-4437
Consultant:.. Citv Bus Advertisin R
Robert Stowe
6366 Commerce Blvd. #333
RohnertPark. CA 94928
Telephone: 707-869-2904
Facsimile: 707-869-2905
PROFESSIONAL SERVICES AGREEMENT (City}
May 2005
12
20. Ownership of Documents. All original papers, documents or computer material on disk
or microfilm, and copies thereof, produced as a result of this Agreement, shall be the
property of City and may not be used by Consultant without the written consent of City:
Copies of such documents or papers shall not be disclosed to others without the written
consent of the City Manager or his or her designated representative.
21. indemnification. Consultant shall indemnify, defend with counsel acceptable to City,
and hold harmless City and its officers, officials, employees, agents and volunteers from
and against any and all liability, loss, damage, claims, expenses, and costs (including,
without limitation, attomey's fees and costs and fees of litigation) (collectively,
"Liability") of every nature arising out of or in connection with Consultant's performance
of the Services or its failure to comply with any of its obligations contained in this
Agreement, except such Liability caused by the sole negligence or willful misconduct of
City. Notwithstanding the foregoing, to the extent that this Agreement is a "construction
contracf'within the definition of Civil Code Section 2783, as maybe amended from time
to time, such indemnity shall not include Liability for the active negligence of City.
22. Insurance. Consultant shall comply with the "Insurance Requirements for Consultants"
in Exhibit B-2 attached hereto and incorporated herein by reference. [Indicate attacized
exhibit, e.g., "B-1 " or "B-2.
23. Amendment. This Agreement may be amended only by a written instrument executed
by both Parties.
24. - Litigation. If litigation ensues which pertains to the subject matter of Consultant's
services hereunder, Consultant, upon request from City, agrees to testify therein at a
reasonable and customary fee.
25. Construction. This Agreement is the product of negotiation and compromise on the part
of both Parties and that the Parties agree that, notwithstanding Civil Code section 1654,
any uncertainty in the Agreement shall not be construed against the drafter of the
Agreement.
26. ' Governine Law. Venue. This Agreement shall be enforced and interpreted under the
laws of the State of California and the City of Petaluma. Any action arising from or
brought in connection with this Agreement shall be venued in a court of competent
jurisdiction in the County of Sonoma, State of California.
27. Non -Waiver. The City's failure to enforce any provision of this Agreement or the
waiver thereof in a particular instance shall not be construed as a general waiver of any
part of such provision. The provision shall remain' in full force and effect.
28. Severabilitv. If any term or portion of this Agreement is held to be invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of
this Agreement shall continue in full force and effect.
PROFESSIONAL SERVICES AGREEMENT (City)
May 2005
l;::,D
29. No Third Partv Beneficiaries. The Parties do not intend to create, and nothing in this
Agreement shall be construed to create any benefit or right in any third party.
30. Mediation. The Parties agree to make a good faith attempt to resolve any dispute arising
out of this Agreement through mediation prior to commencing litigation. The Parties
shall mutually agree upon the mediator and shall divide the costs of mediation equally.
31. Consultant's Books and Records.
A. Consultant shall maintain any and all ledgers, books of accounts, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating
to charges for services, or expenditures and disbursements charged to the City for
a minimum period of three (3) years or .for any longer period required by law,
from the date of final payment to Consultant pursuant to this Agreement.
B. Consultant shall maintain all documents and records which demonstrate
performance under this Agreement for a minimum period of three (3) years or for
any longer period required by law, from the date of termination or completion of
this Agreement.
C. Any records or documents required to be maintained pursuant to this Agreement
shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Manager, City Attorney, City Finance
Director, or a designated representative of these officers. Copies of such
documents shall be .provided to the City for inspection at Petaluma City Hall
when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant's address indicated for receipt
of notices in this Agreement.
D. Where City has reason to believe that such records or documents may be lost or
discarded due to dissolution, disbandment or termination of Consultant's
business, City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and
documents be maintained in Petaluma City Hall. Access to such records and
documents shall be granted to any party authorized by Consultant, Consultant's
representatives, or Consultant's successor in interest.
32. Headings: The headings used in this Agreement are for convenience only and are not
intended to affect the interpretation or construction of any provisions herein.
33. Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between City and Consultant shall
survive the termination of this Agreement.
34. Entire Agreement. This Agreement, including the exhibits attached hereto and
incorporated herein, constitutes the entire agreement between the Parties with respect to
the Services, and supersedes all prior agreements or understandings, oral or written,
between the Parties in this regard.
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PROFESSIONAL SERVICES AGREEMENT (City)
May 2005
Iq
IN WITNESS WHEREOF, the parties hereto have executed this document the day, month and
year first above written.
CITY OF PETALUMA CONSULTANT
By
City Manager Name
ATTEST:
Title
City CIerk
Address
APPROVED ASTO FORM:
City Attomey
APPROVED:
Department Director
APPROVED:
RiskManager
APPROVED:
Administrative Services Director
10/5/05 (fink)
jrt7-5-05
7
City State Zip
Taxpayer I.D. Number
Petaluma Business Tax Certificate Number
PROFESSIONAL SERVICES AGREEMENT(City)
Mny 2005
EXHIBIT A
Scone of Services
Consultant shall provide the following services:
Consultant shall market interior and rear panel exterior advertising space on Petaluma
Transit buses and designated advertising space in the City's Feller Street parking
structure. Consultant shall be responsible for the solicitation of advertisements, the
servicing of the accounts, and the creation, production, placement, maintenance, repair
and removal of any and all signs displayed on Petaluma Transit buses or in the Feller
Street parking structure.
2. Only interior signs and rear panel exterior signs shall be placed on each Petaluma Transit
bus. Signs in other locations on Petaluma Transit buses are not authorized by this
Agreement.
3. The advertising services authorized by this Agreement are for purposes of producing
revenue for Petaluma Transit, and the advertising spaces to be marketed by Consultant
are deemed to be a nonpublic forum subject to Petaluma Transit's authority to regulate
the type of advertising to be allowed. As such, the subject matter of all advertising shall
be limited to those advertisements that propose a commercial transaction. (Advertising
that proposes a commercial transaction for purposes of this policy excludes advertising
that includes expression of political or religious views, regardless of speaker or
viewpoint.)
Advertisements may not be displayed that:
(a) Advertise alcohol or tobacco products;
(b) Advertise illegal activity;
(c) Contain words or images that are defamatory in nature or that are directed
toward inciting imminent lawless actions;
(d) Contain obscene matter as that term is defined in California Penal Code
§311(a) or contain statements or words of an obscene, indecent or
immoral character, or any picture or illustration of the human figure in
such detail as to offend public morals or decency pursuant to California
Business and Professions Code section 5442;
(e) Are false, misleading and/or deceptive.
Petaluma Transit reserves all legal rights to reject or to remove, without notice to Consultant,
any sign that Petaluma Transit deems to be in violation of the foregoing policies.. Amounts
received from advertisers for advertising not in conformance with City policy will be
returned to the advertiser.
ita
EXHIBIT A
4. Consultant shall establish contracts with advertisers that are no longer than "month to
month" and shall bill all advertisers on a monthly basis_ Consultant shall pay to City the
greater of 1) the sum of ONE THOUSAND DOLLARS ($1,000); or 2) THIRTY-FIVE
PERCENT (35%) of the monthly gross revenues earned from all advertisers obtained
and/or advertisements placed pursuant to this Agreement. Payments hereunder shall be
made to City by Consultant on or before the 20`h day of the month following the month
for which payments are being made.
601564
l-1
INSURANCE REQUIREMENTS
Consultant and any subcontractor shall not commence work under this Agreement until
Consultant shall have obtained all insurance required under this paragraph and such insurance
shall have been approved by the City Attorney as to form and carrier and the City Manager as to
sufficiency, nor shall Consultant allow any contractor or subcontractor to commence work on
this contract or subcontract until all similar insurance required of the Consultant andlor
subcontractor shall have been so obtained and approved. All requirements herein provided shall
appear either in the body of the insurance policies or as endorsements and shall specifically bind
the insurance carrier.
Consultant shall procure and maintain for the duration of the contract all necessary, insurance
against claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the work hereunder by the Consultant, the Consultant's
agents, representatives, employees or subcontractors.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
I . Insurance Services Office Commercial General Liability coverage:
a.- Personal injury;
b. Contractual liability.
2. Insurance Services Office form covering Automobile Liability, code.l (any auto).
3. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
4. Professional Liability insurance.
S. Such other insurance coverages and limits as may be required by the City prior to
execution of this agreement)
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. General Liability: $2,000,000 per occurrence for bodily injury, personal injury
and property damage. If Commercial General Liability Insurance or other form
with a general aggregate liability is used, either the general aggregate limit shall
apply separately to this project/location or the general aggregate limit shall be
twice the required occurrence limit.
2. Automobile Liability: $1,000,000 per accident for bodily injury and property
damage.
3. Employer's Liability: Bodily Injury by Accident - $1,000,000 each accident.
Bodily Injury by Disease - $1,000,000 policy limit.
Bodily Injury by Disease - $1,000,000 each employee.
4. Professional Liability insurance: $1,000,000.
S. Such other insurance coverages and limits as may be required by the City prior to
execution of this agreement.
Exhibit B2
Page 1 of 2
INSURANCE REQUMEMENTS-MY
I41=b 2oa3
C.
!1a
E.
F.
Deductibles and Self -Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City.
At the option of the City, either: the insurer shall reduce or eliminate such deductibles or.
self-insured retentions as respects the City, its officers, officials, employees, and
volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and
related investigations, claim administration and defense expenses.
Other Insurance Provisions
The required general liability and automobile policies are to contain, or be endorsed to
contain the following provisions:
1. " The City, its officers, officials, employees, agents and volunteers are to be
covered as insureds as respects: liability arising out of activities performed by or
on behalf of the Consultant; products and completed operations of the Consultant;
premises owned, occupied or used by the Consultant; or automobiles owned,
leased, hired or borrowed by the 'Consultant. The coverage shall contain no
special limitations on the scope of protection afforded to the City, its officers,
officials, employees, agents or volunteers.
2. For any claims related to this project, the Consultant's insurance coverage shall be
primary insurance as respects the City, its officers, officials, employees, agents
and volunteers. Any insurance or self-insurance maintained by the City, its
officers, officials, employees, agents or volunteers shall be excess of the
Consultant's insurance and shall not contribute with it.
3. Any failure to comply with reporting or other provisions of the policies including
breaches of warranties shall not affect coverage provided to the City, its officers,
officials, employees, agents or volunteers.
4. The Consultant's insurance shall apply separately to each insured against whom
Claim is made or suit is brought except, with respect to the limits of the insurer's
liability.
5. Each insurance policy required by this clause shall be endorsed to state that
coverage, shall not be suspended, voided; canceled by either party, reduced in
coverage or in limits except after thirty (34) days' prior written notice by certified
mail, return receipt requested, has been given to the City.
Acceptability of Insurers
h urauce is to be placed with insurers with a current A.M. Best's rating of no less than
A-Vll.
Verification of Coverage
Consultant shall furnish the, City with original endorsements effecting coverage required
by this clause. The endorsements are to be signed by a person authorized by that insurer
to bind coverage on its behalf. The endorsements are to be on forms provided by the City.
All endorsements are'to be received and approved by the City before work commences.
As an alternative to the City's forms, the Consultant's insurer may provide complete,
certified copies of all required insurance policies, including endorsements -effee{ing the
coverage required by the City.
HxhibitB2
Page 2 of 2
INSURANCE REQUMEMEN'I'S- CITY
.March 2003
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