HomeMy WebLinkAboutOrdinances - ORD-11-1528 - 01/31/2011 - AUTHORIZE EXECUTION AGRMT PACE AND TITAN SHELTER SORDINANCE NO.ORD-11-1528
AN ORDINANCE AUTHORIZING THE EXECUTION
OF AN AGRI'EMENT BETWEEN THE CITY OF MCHENRY, SUBURBAN BUS
DIVISION OF THE REGIONAL TRANSPORTATION AUTHORITY AND TITAN
OUTDOOR
WHEREAS, the City of McHenry ("CITY") and the Suburban Bus Division of the
Regional Transportation Authority ("PACE") recognize the importance of providing
passenger shelters within the CITY corporate limits to riders of public transportation; and
WHEREAS, PACE and Titan Outdoor have entered into an agreement for the
acquisition, installation and maintenance of passenger shelters placed within the PACE
service region and for the sale of advertising space on such shelters; and
WHEREAS, PACE, CITY and Titan Outdoor wish to set forth revenue sharing
principles applicable to the income received from advertising shelters placed within CITY'S
corporate limits, and to establish other parameters of the Program.
NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY COUNCIL
OF THE CITY OF MCHENRY, MCHENRY COUNTY, ILLINOIS AS FOLLOWS:
SECTION 1: The Advertising Transit Shelter Agreement, bearing the date of January
31, 2011, between the CITY, PACE and Titan Outdoor be and the same is hereby approved.
A complete and accurate copy of said agreement, labeled "Advertising Transit Shelter
Agreement" is attached to this ordinance and incorporated herein by reference.
SECTION 2: The Mayor is hereby authorized to affix their signature as Mayor to
said Intergovernmental Agreement for the uses and purposes therein set forth.
SECTION 3: All Ordinance or parts thereof in conflict with the terms and provisions
hereof are hereby repealed to the extent of such conflict.
SECTION 4: This Ordinance shall be published in pamphlet form by and under the
authority of the corporate authorities of the City of McHenry, McHenry County, Illinois.
SECTION 5: This Ordinance shall be in full force and effect from and after its
passage, approval, and publication in pamphlet form as provided by law.
PASSED THIS _ 31ST DAY OF JANUARY , 2011
AYES: SANTI, GLAB, SCHAEFER, BLAKE, WIMMER, PETERSON, CONDON
NAYS: NONE
ABSTAINED: NONE
ABSENT: NONE
NOT VOTING: NONE
31ST JANUARY
APPROVED THIS DAY OF , 2011
MAYOR
ATTEST:
CI CLERK
Advertising Transit Shelter Agreement
THIS AGREEMENT is made and entered into this 3 1 " day of January, 2011 by and between
the Suburban Bus Division of the Regional Transportation Authority, a unit of local
government and municipal corporation created under the Regional Transportation Authority
Act (hereinafter "Pace"); the City of McHenry, a unit of local government and municipal
corporation created under the laws of the State of Illinois (hereinafter "Municipality"); and
Titan Outdoor, a private corporation (hereinafter "Titan").
WHEREAS, Municipality and Pace recognize the importance of providing passenger shelters
within Municipality corporate limits to riders of public transportation, and
WHEREAS, Pace and Titan have entered into an agreement for the acquisition, installation
and maintenance of passenger shelters placed within Pace's service region and for the sale of
advertising space on such shelters (Pace Contract #103193C, (hereinafter "Contract"); and
WHEREAS, the Parties wish to set forth revenue sharing principles applicable to the income
received from advertising shelters placed within Municipality's corporate limits, and to
establish other parameters of the Program,
NOW THEREFORE, the Parties agree as follows:
1. Duration. This agreement shall remain in force for a minimum term of ten (10) years from
the date of enactment. After the ten-year period, this agreement shall be in force unless written
notice to terminate is given by either party, in which case the agreement shall be considered
terminated within 90 days of that notification.
2. Duty to Remove. In the event the Municipality exercises its right of termination pursuant
to Paragraph 1 above, Pace and Titan agree to remove all of their shelters within 90 days of
request for removal and if they fail to do so, Municipality shall have the right to remove them,
and Pace and Titan jointly and severally shall be obligated to pay Municipality its costs for
such removal.
3. Type and location of Shelter. Pace shall, after Municipality approval of shelter locations
and design from the shelter types available to Pace at the time of construction, determine the
location wherein each shelter shall be placed within the Municipality with regard to optimum
passenger usage and bus route access. Any shelters to be constructed will be of a type
approved by the Municipality.
4. Inspection, Maintenance and Repair. Pace and/or Titan agrees that the shelters will be in
conformity with applicable building codes of the Municipality. Pace and/or Titan are also
responsible for obtaining state highway permits for all shelter locations on state routes, and
municipal and/or county permits for other locations. Titan will inspect, maintain, repair, clean
and service the shelters at least once per week. Titan shall repair or remove, if necessary, any
shelter so in need, or if the shelter's condition presents a threat to public safety, within forty-
eight (48) hours of notification from the Municipality.
5. Electricity. Ad shelters are electrified for nighttime illumination. Pace intends to install
solar power units to each ad shelter to provide this electricity. If solar power is unavailable,
where practicable, Pace/Titan shall connect wiring between shelter and the Municipality's
street lighting. When not practicable, Pace/Titan shall connect to another source and Titan pay
all sums that may become due for electrical energy supplied to the shelters and shall keep the
Municipality indemnified against being called on to pay these sums.
6. Type of Advertising. Titan and Pace agree that they will utilize the shelters only for
advertising material that is consistent with the Pace Advertisement Guidelines. Per those
Guidelines, the Municipality does not permit advertising for alcohol beverage products. Titan
is responsible for the installation and removal of all advertising material as well as removal of
any debris created by the aforementioned installation and removal.
7. Advertising Revenue Shares. Under the Contract, Pace is entitled to certain percentages of
"gross billings", defined as the invoiced price to advertisers, less advertising agency
commission and taxes, if any. For any advertising transit shelters placed within Municipality's
corporate limits as a result of the Program, Municipality shall receive one-half (1/2) of Pace's
share of gross advertising billings. Pace's share is 65%, so Municipality's share is 32.5%.
8. Payment. Pace shall pay Municipality annually its share of advertising revenues referred to
in Paragraph 7. Payments shall be made in March of the next succeeding year after any year in
which Pace receives advertising income from the Program for shelter(s) placed within
Municipality's corporate limits.
9. Hold Harmless. Municipality assumes no responsibility as to the condition of the shelters
under the Program (i.e. maintenance, upkeep, or repair necessary to keep the premises or
shelters in a safe and serviceable condition). Titan assumes liability for and shall indemnify
and hold harmless Municipality and Pace against any and all liabilities, losses, damages, costs,
payments and expenses of any kind and nature, including attorney's fees, as a result of claims,
demands, actions, suits, proceedings, judgments or settlements arising out of or in any way
related to the aforementioned passenger shelter or Titan's negligence or the execution,
performance, non -performable, or enforcement of this Agreement or the Contract by Titan,
including enforcement of this indemnification provision, upon notice to Titan from
Municipality or Pace and shall pay all costs and expenses incidental thereto. The indemnities
contained in this Paragraph shall survive termination of this Agreement and the Contract.
Notwithstanding the forgoing, nothing herein shall be deemed to indemnify municipality
and/or Pace or release either of them from any liability or damage attributable to their
negligence or willful misconduct. Titan will carry indemnity insurance against the above -
mentioned liability in a sum of not less than $1,000,000.00. The Municipality, Pace and the
Regional Transportation Authority (RTA), its officers, officials and employees shall be named
as Additional Insureds to the General Liability coverage of this policy for the erection,
maintenance and operation of the bus shelters located in the Municipality. Proof of said
insurance will be provided upon request by the Municipality, Pace and the RTA.
10. Public Service Advertising. Municipality shall have the right to advertise community
events or other public service notices if the advertising space is unsold. Municipality shall be
responsible for any production costs, and must contact Titan for placement, posting and
removal.
11. Applicable Laws. This agreement shall be governed by the laws of the State of Illinois.
Placement of shelters under the Program shall be subject to all applicable state and local
permit procedures, and all advertising content shall be subject to local ordinances.
IN WITNESS WHEREOF, the Parties have caused this agreement to be executed and made as
of the date written first above.
MUNICIPALITY
Name:
Title:
Date:
Pace
Name:
Title:
Date:
Titan
Name:
Title:
Date:
EXHIBIT A
PACE ADVERTISING GUIDELINES
1. The ad space owned by Pace, the Suburban Bus Division of the Regional Transportation Authority, is
offered for sale to create revenue for the agency. Pace or its designee may offer such space to advertisers.
Pace restricts advertising content for such reasons as viewpoint neutrality, passenger safety, ridership
maximization and revenue maximization.
2. All advertising must be truthful and be for a commercial purpose, not a non-commercial message. False,
deceptive or misleading commercial advertising is not permitted. All advertising must comply with all
applicable laws and regulations.
3. Advertising containing copy and/or art which is legally obscene or otherwise sexually explicit is not
permitted. Copy, and/or art which portrays violent acts or other graphic violence, including the depiction
of bodies, body parts and fetuses which are in states of mutilation, dismemberment, disfigurement and/or
decomposition, is not permitted.
4. Advertising for tobacco and/or alcohol beverage products is not permitted on the exterior or interior of
Pace buses. Advertising for alcohol beverages is permitted in shelters with the approval of Pace and the
municipality in which the shelter is located.
5. Any advertisement for alcoholic beverages must contain a message promoting responsible use of the
product and may not contain images of persons under age 21 using the product.
6. If an advertisement contains a testimonial then, upon request, the sponsor shall provide to Pace
documentation that the person making the testimonial has authorized its use in the advertisement. The
sponsor must indemnify Pace against any legal action by any person quoted or referred to in any
testimonial advertisement placed in the Pace system. Such indemnity shall be in a form and substance
acceptable to Pace.
7. Advertisers shall avoid illustrations or references which encourage persons to refrain from using safety
precautions normally used in any activity.
8. Commercial advertising offering premiums or gifts must not misstate their value.
9. Use of Pace graphics, explicit Pace representations or indirect references to Pace or its employees in
advertising is subject to approval by Pace.
10. No implied or declared endorsement of any product or service by Pace is permitted.
11. Advertisement advocating or proposing transactions which would constitute unlawful discrimination, or
which would be illegal for any other reason, are not permitted. Advertisements which are directed to
inciting or producing imminent lawless or discriminatory action and which are likely to incite or produce
such action are not permitted. Advertisements containing profanity, defamatory or inflammatory
statements directed an any individual or group, including but not limited to statements based on a person'
or people's race, color, sex, age, religion, disability, national origin, ancestry, sexual orientation, marital
or parental status, military discharge status or source of income, are not permitted.
12. All advertisements of a political nature are to contain the statement: "Paid political advertisement. No
Pace endorsement implied" in bold type of at least 84 points (1 inch) for exterior bus ads and 18 points
(0.25 inches) for interior bus ads.
13. Prior to installation, the camera-ready artwork and copy must be submitted to the Pace Advertising
Offeror for approval, based on these Guidelines. Any advertising which may violate the guidelines will be
submitted to Pace by the Offeror for review and approval in accordance with these guidelines.
14. Pace reserves the right to reject or remove any advertising which it deems to not be in full compliance
with these guidelines. Pace's Executive Director or his/her designee shall make the final determination as
to whether such advertising meets these Guidelines.
Amended and adopted December 8', 2010