HomeMy WebLinkAboutResolution 92-314 12/07/1992RCS®l~.ttl®n N®. 92-314 N.C.s.
1 of the City of Petaluma, California
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5 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
6 PETALUMA AUTHORIZING CITY TO ENTER INTO
7 AGREEMENT WITH GANNETT OUTDOOR OF NORTHERN
8 CALIFORNIA FOR ADVERTISING TRANSIT SHELTERS
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10 WHEREAS, City owns and operates through its Division of Public Works a municipal
11 transportation system known as Petaluma Transit ("Petaluma Transit"); and
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13 WHEREAS, City desires to enter into an advertising transit shelter program agreement with
14 Gannett Outdoor Co. of Northern. California, a dba of Combined Communications Corp.
15 ("Gannett"), a copy of which is attached hereto and incorporated herein by reference, for the benefit
16 of users of Petaluma Transit as well as users of Sonoma Transit and Golden Gate Transit for the
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portions of their route within City, which agreement will provide for the placement of transit
shelters which may carry advertising on public property; and
WHEREAS, Petaluma Transit will receive $90.00 guaranteed per month for each advertising
shelter or 18 percent (18 %) of the gross advertising revenue, whichever is greater, from Gannett to
provide an advertising transit shelter program, which will be used to support our transit efforts.
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NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Petaluma
hereby awards the contract to provide an advertising transit shelter program to Gannett.
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11/19/92 (fmk)
Under the power and authority conferred upon this Council by the Charter of said City.
REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the Approved as to
Council of the City of Petaluma at a (Regular) (~il€~d~ meeting ~'~ form
on the ...._.7 t~l ............. day of ...........p~~.~.[Tl.~?~1:......................_..., rs.92... by the
following vote:
City Attorney
AYES: Davis, Sobel, Nelson, Vice Mayor Cavanagh
NOES: None
ABSENT: Read, 4Voo , r Hilligoss
ity Clerk
.......... . ...~_---------•-----........ ~G~~.....----~-----~
Vice Mayor
Council Fil .......p..{.......
CA 10-85 Res. No.....~~^J. l.~...... N.CS.
ADVERTISING TRANSIT SHELTER AGREEMENT
This Advertising Transit Shelter Agreement ("Agreement") is made and entered into this
`Yt~l day of Dece,rn.~ P.r~ , 199 by and between the City of Petaluma, a municipal
corporation and. charter city ("City ") and Gannett Outdoor Co. of Northern California, a dba of
Combined Communications Corp. ("Contractor").
WHEREAS, City owns and operates through its Division of Public Works a municipal
transportation system known as Petaluma Transit ("Petaluma Transit"); and
WHEREAS, City desires to enter into an advertising transit shelter program agreement for
the benefit of `users of Petaluma Transit as well as users of Sonoma Transit and Golden Gate Transit
for the portions of their route within City, which agreement will provide for the- placement of transit
shelters which may carry advertising on public property;
NOW, THEREFORE, City and Contractor agree as follows:
I. Grant of Advertising Transit Shelter Rights and Privileges.
A. Rights Granted.
City hereby grants to Contractor the exclusive right to erect and maintain
advertising transit shelters on city property during the term of this agreement. City further grants to
Contractor the exclusive right to place advertising on shelters as, authorized under this agreement. It
is understood by Contractor, in the exercise of its rights under this. agreement that it or its employees
or approved subcontractors will. sell advertising space to individual advertisers, under this
agreement:
B. Rights Retained.
Contractor acknowledges that City intends to and hereby does retain and
reserve all advertising rights which are not specifically granted by thin agreement, including but not
limited to the right to license or otherwise. provide for the use of any trade name, trademark or other
identifying device or .symbol used, owned or registered by City.
C. caner hi .
The advertising transit shelters shall be the property of Contractor for the
duration of this agreement and any extension to this agreement entered into under the terms of this
agreement. Upon. termination of this agreement at the expiration of the specified term or otherwise,
City .may elect to take title to the advertising transit shelters without cost to City. If this agreement
is terminated because: of Contractor's default, at City's election, the shelters shall become the
property of City without any payment to Contractor: If the City elects to take title to the shelters at
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the expiration of the term and Contractor is not in default. under-taus agreement, Contractor shall be
given a right of ;first:refusal to match any offer to maintain ~t)le advertising on the shelters. City is
not obligated to continue an advertising transit shelter agreement.
D: Initially Authorized Advertising Transit Shelters.
1. f~enerafl.
In accordance with the exclusive right .to erect and maintain advertising
transit. shelters on City property and for exclusive ~ advertising rights as ~ granted above, City
authorizes, Asubject to change at the sole and exclusive discretion of City, shelters and advertising as
set forth .below.
2. 1Vumber of-Shelters.
The minimum number of shelters. to be built and maintained under this
agreement is ten (10). City may, in-its sole discretion, elect to require an~increase in `the number of
shelters in increments of five. (5) shelters. There is no guarantee; that City will request, more than ten
(l Oj shelters; twenty (20) shelters 'is the maximum Contractor would be required to construct without
further amendment to this agreement. Five (5) of the initial 'ten (IO) shelters will be .installed
within ninety (90) days of issuance of .building permits therefor, as specified in Section IILB. below.
The remaining five (5) shelters wilT,be completed within six ~ (6) months of the date of issuance of
perrriits therefor by City.
3. Location. The sites at which the initial ten advertising transit shelters
will be erected are listed in 'Exhibit A attached to and hereby incorporated into this agreement. The
shelter sites listed in Exhibit A represent Petaluma Transit's primary boarding. points, .transfer
.points, stops adjacent to major trip ;generators, or locations requiring particular protection from the
elements. Should any of these sites be deemed unsuitable by the Department. of Public Works, or
the `City Community Development Department, alternate locations will be selected by City so that
Contractor will have a minimum .of ten; sites available for construction of shelters during the first
year of this agreement. .Additional shelter locations will be identified as needed in City's sole
discretion.
City shall retain the right to designate all shelter locations; but shall
consider input of Contractor and shall cooperate with Contractor to the extent possible in designating
locations. However, it shall be Contractor's .responsibility to determine the. siting of shelters along
bus zones and to present ite plans to the City's Public Works Department and/or Building
:Department for approval' as specified.:in this agreement. City shall cooperate with Contractor in
- determining, shelter, siting on a designated location. If a site is found by Contractor to be unsuitable
or economically infeasible to construct a shelter, Contractor may appeal to the Director of City's
Department of Public Works: for site abandonment and site substitution.
City shall have right to require Contractor, at its sole cost, to remove
or relocate shelters, for the. convenience ~ of pedestrians, bus patrons and/or the general public or
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because of a change 'in bus stop location or bus route. Contractor shall not be obligated to relocate
more than three (3') shelters in any 12-month period. Contractor may not` relocate or remove a bus
shelter without City's permission. City may also require or :permit a shelter to be removed or
relocated if the maintenance and. repair record of Contractor indicates that the shelter cannot be
maintained properly due to excess vandalism.
It is mutually acknowledged and. agreed that advertising, and, the grant
of advertising rights provided for herein, are only incidental to City's transportation business, which
may undergo changes affecting the advertising rights granted herein. City accordingly shall have no
liability to Contractor for any change in its routes, in the number of transit vehicles operated by it,
in ridership, or for any other change ::affecting the level or scope of advertising authorized by City.
It is further mutually acknowledged and understood that City shall have no liability to Contractor for
any change in routes, vehicles,. ridership, level or scope of service by Sonoma County Transit and/or
Golden Gate Transit which may .affect the .level or scope of advertising authorized under this
agreement. Contractor acknowledges that the number of transit shelters available for advertising
and/or space available on -any ,given shelter may vary from time to time for various reasons,
including legislative determinations. by City relative to the desirability of having advertising displays
in a particular area. City will give Contractor a minimum of ninety (90) days' notification of any
decision. regarding changes in transit shelter advertising. City will. designate a replacement for any
such transit shelter site deleted. Contractor agrees that any and all contracts it enters into with
advertisers will contain a clause permitting cancellation without penalty, except for proration of-fee,
upon sixty (60) days' notice.
II. Duration of Contract.
The duration of thi's contract will be for a period of ten (l0) years from the date of
five (5) shelters are put into operation. A five-year (5) extension to this agreement may be made by
written agreement entered into between the parties if the City decides to continue a transit
advertising program. If the City chooses to seek competitive bids at the conclusion of the term,
Contractor shall be given first right of refusal.
III. Construction.. and Design.
A. Shelter_Design -General.
Contractor will build advertising transit ~ .shelters according to design as
mutually agreed to by City and Contractor, chosen by City .from any of the "standard Gannett
shelters" .currently available, including the design(s) attached to this agreement as Exhibit B, and
meeting the minimum specifications set out in paragraph III.F. below. City may, in its discretion,
require the shelter design to be evaluated and/or selected by its Site Plan and Architectural Review
Committee (SPARC) and/or other public hearing process. Shelters will be illuminated wherever
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` possible. If normal ;power is not available, Contractor will use solar power for illumination if
feasible..
B. Permit. A_pnroval.
Within sixty (60) days after the execution of this agreement and approval- of
Contractor's shelter design(s), Contractor shall submit location drawings for all sites at which
shelters -are to be erected during the first six months of this agreement. Such drawings and/or plans
shall comply with all applicable City building codes and regulations, including applicable design
specifications set. forth by the City Community Development. Department and/or Department of
'Public Works. Contractor shall. obtain and pay for any and all necessary permits and fees regularly
assessed by city, state or federal agencies pertaining to site development and shelter construction.
The City's ,current ,permit fee. `shall not exceed One Hundred Twenty-Five Dollars ($125.00) per
shelter.. The City reserves the right to increase said permit fee .at any time consistent with .applicable
law. City .may, in its discretion, hold public hearings for each group of sites prior to approving and
issuing, encroachment and excavation permits. If Contractor .has: faithfully submitted adequate site
plans and adequate designs, City agrees to approve permits for canstruction of a minimum ten (10)
sites within ninety (90j days of Contractor's adequate submittal.
C. Shelter Construction.
1. Shelter- installation may require the removal of physical obstructions.
Written :approval will be obtained by Contractor for City for all alternations, removals or changes of
any such obstructions.
2. Shelter placement on a site shall be approved in accordance with the
site drawings submitted above and in the .reasonable discretion of the -City Building Department and
Department of Public Works. Id regard to any shelter on land under the jurisdiction of the Parks
and Recreation Department, the shelter location shall be reviewed and approved by the Parks and
.Recreation Department.
D. ~litie
Contractor is responsible for determining what utility lines lie beneath the
shelter site. and.'for showing them on the location drawing. City shall cooperate with Contractor in
obtaining: this information. As °noted above, the City Building Department and/or Department of
.Public Works. must approve the location drawing and issue excavation and encroachment permits
before construction work commences on a particular site.
E. Construction .Sites.
When.. :each shelter installation is complete, Contractor shall remove all excess
materials and restore file work area to its pre-installation condition. All aspects of this work shall
comply with. City specifications.
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F. Minimum Shelter .Design Specifications.
L: Shelters shall be accordance with Contractor's "standard Gannett
shelters"; and:
2. Shelters shall have permanent wheelchair access which allows 30-inch
minimum clearance. on the side or back of the shelter ,and shall not obstruct a wheelchair user
boarding or alighting from an accessible vehicle.
3. Shelters .,shall have individualized or other, seating; that discourages
lying down, accommodates a minimum of three people and can be removed if necessary.
4. Shelters shall be illuminated at night from dusk until dawn where
possible. Shelters shall not be illuminated so as to be hazardous to passing. vehicle operators.
Unless. an exception,. is permitted by the, Director of the Department of Public Works, all shelters
shall have underground electrical connections.
5. Each shelter shall have a bench, roof and side panels: Shelters shall
contain. no more than one two-sided backlit advertising panel designed to accommodate a poster no
larger than 4 feet wide by 6 .feet .high. The advertising panel shall' be located on the "downstream"
side of the shelter, the back panel or the sidewalk area immediately adjacent to the "downstream"
side of the shelter so, that persons.. using the shelter shall have unimpeded visibility of approaching
buses from the "upstream" side.
6. Shelters shall contain a shelter plaque identifying the name and
telephone number of the service company maintaining shelter, the name, address, and telephone
number of Contractor, and the shelter's location, description and number.
7. Shelter shall contain a secure illuminated panel for transit information
designed to hold a system route map and schedule information.
8. Materials and design shall conform to all applicable public works and
electrical codes.
G. Advertising Displays.
1. .Unsold Space. Notwithstanding any other provision of this
agreement; City, at no charge to City, shall have the option to unlimited use of unsold space- on a
space available basis. Contractor shall bear the cost of providing printed posters ready for posting
by Contractor not to exceed twelve (12) posters per year.. The City Director of Public Works shall
notify Contractor of City's ..intention to use the unsold :advertising space within thirty (30) days prior
to date on which City's use will begin. Contractor shall post City messages at no cost.
H. Design"Considerations and Use of Advertising MaEerials.
~ It is the intent of both City and Contractor to provide an advertising program
which is effective, aesthetically pleasing and mutually beneficial. The' parties accordingly agree to
maintain throughout the term of this agreement a continual liaison and exchange of information to
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assure successful implementation of the agreement and to use advertising materials and .technology
which will enhance the appearance and image of the transit shelters.
Contractor will not display any advertisement or public service announcement
that is not acceptable for display to the general public. In the event any display is determined, in the
sole judgment of City, not to be acceptable for display to the general public, contains any depiction
of an act of an immoral, violent or debasing nature or is not in keeping with local community
standards, Contractor will remove the display in question within a maximum of one (1) business day
after receipt- of written notice to do so by City. Contractor shall notify City in written form within
seventy-two (72) hours when and where new displays are posted.
Contractor -shall include in any contracts with advertisers a clause
acknowledging City's right to .require removal of advertisements under this section.
No advertisements for alcoholic beverages or tobacco products will be
permitted.
Contractor will not display any .advertisements containing any words, phrases,
symbols or characters that may interfere with or mislead vehicular traffic.
Contractor will not excessively illuminate any advertising display so as to
interfere with pu6lie safety, vehicular traffic or public welfare.
IV. I~RAIIVTENANCE AND OPERATION_
A. Payment of Electricity.
Contractor will furnish and pay for all charges for electrical connections and
electricity used and supplied to the shelters. All liability related to electrical connection, installation,
repair for' transit shelter construction, operation and ,maintenance shall be the sole responsibility of
Contractor, and Contractor shall defend, indemnify and hold harmless City against any and all costs,
charges and damages arising out of use, maintenance and construction thereof. City shall cooperate
and.. allow Contractor to use power from City sources such as street lights and stop lights whenever
feasible at a flat rate based on actual usage. Said., rate shall be reviewed on a yearly basis and
adjusted accordingly.
B. Maintenance Schedule.
Contractor shall maintain shelters weekly or twice weekly as necessary and
shall keep shelters free of litter, graffiti, posters and debris. Contractor shall inspect the lighting
fixtures and replace defective lights as necessary on each maintenance visit. Contractor shall clean
surrounding area on each maintenance visit to each shelter. -Contractor shall high pressure wash.
each shelter once each month using. modern cleaning equipment.
Contractor shall conform with the maintenance standards set forth in this
agreement and be responsible for maintaining shelters in first-class, "like-new" condition throughout
the life of :this .agreement; including refurbishing, reconditioning, and, if necessary, replacing worn
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shelters. Contractor shall °keep a .log of shelter inspections and maintenance work performed and
make it available for .review as required by the Director of the: Department. of Public Works. If
Contractor does not `perform to the required. maintenance standards or maintain a schedule of
maintenance, andf or fails. to 'correct outstanding, deficiencies within the required notification periods,
City shall. be entitled to correct the deficiencies and bill Contractor for the work performed.
C. Repair of Damages.
. Contractor shall, at its sole expense, replace or repair any and all damaged or
defaced ~shelters• or- parts of shelters within four (4) working hours after. oral or written notice of
damage by City to Contractor by City, concerned citizens or Contractor's employees. If any
damage should render the shelter dangerous, Contractor hall respond immediately to repair or
remove; such ,shelter or its dangerous portion 24 hours a day, seven days a week: Contractor shall
provide a telephone contact number posted on the shelter for purposes of such notification as well as
maintain_ effective staffing-for` the purpose of receiving routine and emergency notifications and shall
provide said telephone numbers and procedures to City in writing. If the shelter is destroyed,
Contractor shall remove the shelter remains within 24 hours of notification and replace the shelter
within thirty (30), days of notification. In conjunction with such removal, Contractor shall, at its
own expense, restore the affected sidewalk and curb area to a safe, finished condition.
`I. PAYA~IEN'I'.
Contractor will guarantee City the sum of Ninety Dollars ($90:00) per month for each
advertising transit shelter or shall. provide the City- 18 percent (18%) of gross advertising revenue
{gross sales minus agency commission), whichever 'is .greater. Upon. completion of the ten (10)
initial: shelters., the .monthly minimum of Ninety Dollars ($90:00) per month for the first year of
operation. of each shelter shall be paid to the City in advance. Amounts for each. shelter which has
been operating for thirty (30) days or more prior to the completion of all ten (10) initial shelters
shall be paid to the. City on a monthly .basis up to the date ,of the .required annual prepayment. An
accounting of advertising revenue. and any sums due as a result of the alternative minimum 1$
;percent (T8%) guarantee shall be made ,for and paid to City on a mouthy basis. For the purposes of
this agreement; "operation" means advertising copy has been placed on the display. However, once
advertising. has..initially .been placed on the display, Contraetor'.s :inability or failure to sell all or a
portion of advertising space on the display or other shelters shall not affect Contractor's obligation to
pay City the minimum monthly .sum of Ninety Dollars ($90.00) per month per shelter placed in
operation.
VI. IVO UNAU"I'II~IIORIZED ASSIGNIVIENT.
Contractor hall .,perform within its own organization all work specified and required
in this agreement. No assignment or transfer in whole or in part of this agreement shall be made
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without the prior written consent of the City. It is understood by the parties to this agreement that
Contractor intends to and shall be permitted to subcontract for the sale of advertising space on the
advertising transt;shelters without written consent of City.
VII. DEFAULT ®F CONTRACTOR.
In the event that Contractor .shall fail to carry out any term, covenant, condition or
promise set .forth in this agreement, City shall have and may elect any of or all of the following
remedies:
A: Termination.
City may serve on Contractor thirty (30) days' written notice of termination of
this agreement, and if Contractor does not cure the default within thirty (30) days of said notice,
City may terminate this agreement and may assume title to the shelters and assume all advertising
contracts of Contractor relating to this agreement. Contractor thereafter shall. not be entitled to any
revenues whatsoever on advertising in place after the termination date. In the event of such
termination, the parties agree that due to the nature of the breach, City's actual damages would be
impracticable- and extremely difficult to fix, and the City shall be entitled to immediate payment of
the full amount of the letter of credit provided for in Section VILF. ("Letter of Credit Security
Deposit") hereof as liquidated. damages to cover the cost of maintenance to the shelters to City
hereunder. City shall also be entitled to make a demand on the construction performance bond if
Contractor has not fulfilled its construction obligations. No such termination of this agreement by
City shall in any way affect the obligations of Contractor or the rights of City which had accrued
prior to such termination.
B. Actual Daman.
In the event that City elects not to serve a notice of termination of this
agreement or if such notice is served but Contractor's default is cured, then City shall be entitled to
recover from Contractor any loss or damage which. City may .have incurred by reason of
Contractor's default. Furthermore, City may, if it chooses to do so, utilize the procedure set forth
in Section VILF.., ("Letter of Credit Security Deposit") to resolve its claim for loss or damage.
G Transfer of Title.
In the event any default is not timely cured and City terminates this agreement,
title to all transit shelters shall immediately transfer to City without cost to City.
D. .Other Remedies.
The exercise of the remedies provided for in this section shall be cumulative
and shall in no way affect any other remedy available under the law to City.
E. Default of Citv.
Contractor may cancel this agreement and terminate its obligations hereunder
at any time subsequent to the commencement of the term or any extension thereof, upon or after a
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' material breach of this agreement by City, which is not cured within ninety '(90) days after the
receipt of written. notice from the Contractor of the existence of such breach. Contractor shall then
be entitled to return of its letter of credit and rescission of its obligation'to maintain its performance
bond and all remedies provided by law.
F.. Letter of Credit Security Deposit and Performance Bond.
1. Letter of .Credit. Within seventy-two (72) hours after receiving
notification of award of this agreement, Contractor shall establish and throughout the term of this
agreement shall :maintain a confirmed irrevocable letter of credit in favor of the City, a municipal.
corporation acting by and through its Department of Public Works, in the amount of Twenty
Thousand Dollars. ($20;000.00). The letter of credit shall have an original term of one (1) year with
automatic extensions of the full Twenty Thousand Dollar ($20,000.00). amount throughout the life of
the contract. The. letter of credit shall provide that payment of the entire face amount of the letter of
credit, or any portion thereof, shall. be .made to the City upon. presentation of a written demand to the
bank signed by the Director of the Department of Public Works on behalf of the City. The letter of
credit shall constitute a security deposit guaranteeing faithful performance by Contractor of all
terms, covenants and obligations of this agreement including monetary obligations set forth herein.
If Contractor defaults with respect to any provision of this agreement,
City may, but shall: not be required.. to, make its demand under the letter of credit for all or any
portion thereof ~ to compensate City for any loss or damage which City may have incurred by reason
of Contractor's default. City shall present its written demand to the bank for payment under the
letter of credit only after City shall `have made its demand for payment directly to Contractor, and
five (5) -full business: days `have elapsed without Contractor having made payment to City. City need
not. terminate this agreement in order to receive compensation for damages. If any portion of the
letter of credit is so used or applied, Contractor, within. ten (10) business days after written demand
therefor., shall reinstate the letter of credit to its original amount. Contractor's failure to do so shall
be a material breach of this agreement.
The letter of credit .shall provide for sixty (60) days' notice by the bank
' to City in the event. of anon-extension of the letter of credit. In that event; Contractor shall replace
the letter of credit :at least en (10) business days prior to its expiration. If Contractor fails to do so;
City shall. be entitled to present its written demand for payment of the entire face amount of the letter
of credit.. Any amount. so received by City shall be returned to Contractor upon replacement of the
letter of credit.
2. Performance Bond. Prior to applying for ~a building permit,
Contractor must file with the City a construction performance bond in a sum not ess .than Thirty-
Five Thousand Dollars {$35,000.00) to guarantee faithful performance of Contractor's.. construction
obligations. under this agreement. Upon written approval by City of satisfactory completion of the
initial ten (10) transit shelters. provided herein, City agrees said bond may be released.
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VIII. INDEMNIFICATION.
Contractor hereby covenants and. agrees to, and shall, indemnify, save .harmless. and
defend, the City of Petaluma, its' agents and/or employees against all claims,. demands, costs, and
liabilities for damages of any kind or nature arising out of or occasioned by Contractor's
performance of its. obligations pursuant to this agreement. However, this indemnity does not extend
to any loss, damage or expense arising out of the negligence or willful misconduct of the City or the
City's employees.
IX. INSURANCE.
Contractor shall procure and maintain for the duration of the contract 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 Contractor, his agents, representatives, or
employees.
A. Minimum. Scope of Insurance.
Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage
(occurrence form CG OOO I) . •
2. Insurance Services Office form number CA 0001 (Ed. 1/87) covering
Automobile Liability, code l (any `auto).
3. Workers' Compensation insurance as required by the State of
California and Employer's Liability Insurance.
4. Errors and omissions liability insurance appropriate to the Contractor's
profession.
B. Minimum Limits of Insurance.
Contractor 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 limit is used, either .the general aggregate limit shall apply separately to this
project/loeation 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: $1,000,000• per accident for bodily injury or
disease.
4. Errors and omissions liability: $1,00Q,000 per occurrence.
C. 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
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' self-insured :retentions as respects the City, its officers, officials, employees and volunteers; or the
Contractor shall procure a bond .guaranteeing- payment of losses 'and related investigations, claim
administration and. defense expenses.
D. Other Insurance Provisions.
The general liability and automobile liability policies are to contain, or be
endorsed ,to contain, the following provisions:
1. The City, its'. officers, officials, employees and volunteers are to be
covered as insureds as respects: liability arising out of activities performed by or on behalf of the
Contractor; products and completed operations. of the Contractor; premises owned, occupied or used
by the Contractor; or automobiles owned, leased, hired or borrowed by the Contractor. The
coverage shall. contain no special .limitations on the scope of protection afforded to the City, its
officers, officials, employees or volunteers.
2. For any claims related to this project, the Contractor's insurance
coverage shall be primary .insurance as respects the City, its officers, officials, employees and
volunteers. Any insurance or self-insurance maintained by the City, its officers, officials,
employees or volunteers shall 6e excess of the Contractor'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 or volunteers.
4. The Contractor'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, cancelled by either party.; reduced in coverage or in
limits except after thirty (30) days' prior written notice by certified mail, return receipt requested,
has been ,given to the City.
E. Acceptability of Insurers.
.Insurance is to be placed with insurers with a current A.M. Best's rating of no
less than A:VII, unless otherwise acceptable to the City.
F. Verification of Coverag,~.
Contractor 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 Contractor's insurer may provide complete, certified copies of all
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required insurance policies,, including endorsements effecting, the coverage required by these
specifications.
X. NONI~ISCI~IMINATION.
During the performance of this agreement,. Contractor will not discriminate against
any employee or applicant .for employment because of race, religion, creed, color, national origin,
sex. or age. Contractor shall takes affirmative action to ensure that applicants are employed, and that
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employees .are. treated during employment, without regard to their race, religion, creed, color,
national origin, sex or age.
XI. I.EGA>< REIATIONSHIP.
The parties hereby declare that it is not their intention by this agreement, or any of the
terms thereof to create a partnership, joint venture or agency relationship between them. It is further
understood and agreed that .Contractor; 'including his/her .agents': and .employees, °is not an agent or
employee of the City, but rather solely responsible for his/her acts and omissions. Nothing in this
agreement shall in any way be construed to constitute the Contractor, or any of .its agents or
..
employees; as an .agent, employee or representative of the.City.
XII. NOTICE.
All .notices required or permitted by this. agreement, including notice of change of
address, shall be in writing and given by personal. delivery or sent by United States Mail., postage
prepaid and addressed. to the parties intended to be notified. Notice 'shall be deemed .given as of the
date of delivery in_.person or as of the date deposited in any post office or .any post office box
regularly maintained by the. United :States Government. Notice shall be given as follows:
City: City Clerk
City of Petaluma _
Post Office :Box 61
Petaluma, :California- 94953
Contractor.: Gannett Outdoor Co. of Northern California,
a dba of Combined. Communications Corp.
811.. Folsom Street
San Francisco, Californa'94107
XIII: AT'rOIINEX'S FEES.
' In- `the event either party hereto shall .commence any legal action or proceeding by
reason of the alleged failure of the other to perform or keep;=any term, covenant or condition of this
agreement by it to: be performed or kept; the party prevailing in said action or ,proceeding shall be
entitled to recover; in addition to its costs of suit, reasonable attorneys' fees as fixed by the Court.
12
XIV. MODIFICATION OF AGREEMEItTT.
This agreement may be modified, providing said modification is in writing and signed
by both parties.
XV. AGREEMENT OF TI-IE PARTIES_
This agreement constitutes the entire agreement between the parties.
IN WITNESS WHEREOF,. the parties hereto have executed this document the day, month
and year first above written.
CONTRACTOR
APPROVED AS TO FORM:
_...
City A orney
APPROVED:
C-rt7b~
`tY\
Department Head
APPROVED:
Ris Manager
APPROVED:
~- ~ i~~
Finance hector
c:\word5\agrmts.doc
11/10192 (fmk)
rev. 11/25,:12/9/92 (fmk)
$y VLCE- PR~.s ZQ s~ Q`
Na d Title
1695 Eastshore Highway
Address
Berkeley, California 94710
City State Zip
8.6-021413'9
Taxpayer I.D. Number
Petaluma Business License Number
13
r
C Clerk ! -/ Z - 93
EXHIBIT A
T'Ii~SIT'ADVERTISIIVG SHELT'E~t ~4GE1l~1E1~11'
Locations for bus shelters:
Fairgrounds Drive, -west, side of front of .Library (2);
Keller Street -between Western and Washington, in ,front of Petaluma Market;
North-McDowell -near Qld Redwood Highway at movie theaters;
North :McDowell :Northbound at pullout at Community Center;
North McDowell -east. and west sides of street at Clegg (2) United Cerebral Palsy;
North McDowell _ Candlewood Mobile Home Park -northbound'
North ~RcDowell = Petaluma Estates Mobile Home Park -southbound;
North McDowell -Petaluma Valley Hospital -northbound;
Casa Grande -Casa Grande Developmental Center;
Fourth and "C" Streets - .east and west side of Fourth Street {2)