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HomeMy WebLinkAboutAgenda Report - November 18, 2020 C-11AGENDA ITEM coal 4 CITY OF LODI a COUNCIL COMMUNICATION TM AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Contract Extension No. 3 to Professional Services Agreement with Valley Outdoor Advertising, of Lodi, for Transit Advertising Services, at No Cost to the City MEETING DATE: November 18, 2020 PREPARED BY: Public Works Director RECOMMENDED ACTION: Adopt resolution authorizing City Manager to execute Contract Extension No. 3 to Professional Services Agreement with Valley Outdoor Advertising, of Lodi, for transit advertising services, at no cost to the City. BACKGROUND INFORMATION: At the March 3, 2015 Shirtsleeve meeting, City staff presented to City Council the Transit Advertising Implementation Plan. The intent of the advertising plan is to increase transit revenues for transit operations and capital projects. Generating revenue by advertising was recommended in the 2013 Short Range Transit Plan accepted by City Council and recommended in the April 2014 Triennial Performance Audit prepared by San Joaquin Council of Government's consultants and required by the California Transportation Development Act. On September 16, 2015, Council Authorized a Professional Services Agreement with Valley Outdoor Advertising, of Lodi, for transit advertising services, at no cost to the City. Two optional, one-year extensions were also authorized. On April 15, 2019, the City executed Contract Extension No. 1 to Professional Services Agreement and on September 4, 2019, Contract Extension No. 2. Over the past five years, the City's revenue from transit advertising services exceeded the guaranteed minimum of $105,000, over the entire term of the contract. This revenue has been used to offset transit operating costs over the past five years. Because of significant delays due to the COVID-19 pandemic, as well as Valley Outdoor Advertising being the only proposal received when the RFP was issued in 2015, the City recommends extending the agreement one additional year. Contract Extension No. 3, if approved, would extend the term of the current agreement through September 30, 2021. At that time, the Transit Division will solicit proposals for a new Professional Services Agreement. Staff recommends authorizing City Manager to execute Contract Extension No. 3 to Professional Services Agreement with Valley Outdoor Advertising, of Lodi, for transit advertising services, at no cost to the City. FISCAL IMPACT: The proposed contract provides revenue for transit operations and capital projects. APPROVED: Stephen Schwaba r, ity Manager \\cvcfilv02\pubwks$\WP\PROJECTS\TRANSIT\Advertising\Lodi RFP10Ext 2020.doe 11/2/2020 Adopt Resolution Authorizing City Manager to Execute Contract Extension No. 3 to Professional Services Agreement with Valley Outdoor Advertising, of Lodi, for Transit Advertising Services, at No Cost to the City November 16, 2020 Page 2 FUNDING AVAILABLE: Not applicable. ctl�m - Charles E. Swimley, Jr. Public Works Director Prepared by Georgia Graham, Transportation Manager CES/GG/tc Attachment cc: Fleet Services Supervisor Valley Outdoor Advertising \\cvcfilv02\pubwks$\WP\PROJECTS\TRANSIT\Advertising\Lodi RFP\CExt 2020.doc 11/2/2020 CONTRACT EXTENSION NO. 3 VALLEY OUTDOOR ADVERTISING PROFESSIONAL SERVICES AGREEMENT THIS CONTRACT EXTENSION NO. 3 TO PROFESSIONAL SERVICES AGREEMENT, is made and entered this day of , 2020, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY'), and VALLEY OUTDOOR ADVERTISING, a sole proprietorship (hereinafter "CONTRACTOR"). WITNESSETH: WHEREAS, CONTRACTOR and CITY entered into a Professional Services Agreement on September 29, 2015, Contract Extension No. 1 on April 15, 2019, and Contract Extension No. 2 on September 4, 2019 (collectively the "Agreement'), as set forth in Exhibit 1, attached hereto and made part of; and 2. WHEREAS, CITY requests to extend the term of the Agreement from October 1, 2020 through September 30, 2021; and 3. WHEREAS, CONTRACTOR agrees to said amendment. NOW, THEREFORE, the parties agree to extend the Term of the Agreement to and including September 30, 2021. All other terms and conditions of the Agreement remain unchanged. IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Contract Extension No. 3 on the date and year first above written. CITY OF LODI, a municipal corporation, hereinabove called "CITY' STEPHEN SCHWABAUER City Manager Attest: JENNIFER CUSMIR, City Clerk Approved as to Form: JANICE D. MAGDICH, City Attorney jdm VALLEY OUTDOOR ADVERTISING, a sole proprietorship, hereinabove called "CONTRACTOR" 94 �"- - . MIKE GEORGUSON Owner Exhibit 1 CONTRACT EXTENSION NO, 2 VALLEY OUTDOOR ADVERTISING PROFESSIONAL SERVICES AGREEMENT THIS CONTRACTEXTENSION NO. 2 TO PROFESSIONAL SERVICES AGREEMENT, is CONTRACT. EXTENSION and entered this ' day of 2019, by and between the CITY OF LODI, a municipal corporation (hereinafter' CI Y"), and VALLEY OUTDOOR ADVERTISING, a sole proprietorship (hereinafter "CONTRACTOR"). WITNESSETH. 1. WHEREAS, CONTRACTOR and CITY entered into a Professional Services Agreement on September 29, 2015 and Contract Extension No. 1 on April 15, 2019 (collectively the "Agreement"), as set forth in Exhibit 1, attached hereto and made part of; and 2. WHEREAS, CITY requests to extend the term of the Agreement through September 30, 2020; and 3. WHEREAS, CONTRACTOR agrees to said amendment. NOW, THEREFORE, the parties agree to extend the Term of the Agreement to and including September 30, 2020. All other terms and conditions of the Agreement remain unchanged. IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Contract Extension No. 2 on the date and year first above written. CITY OF LODI, a municipal corporation, hereinabove called "CITY" STEP E SCHWAB City Manager Attest: JIIN IFER M. RRAIOLO, City Clerk Approved as to Form: JAN ICE , MAGDICH, City Attorney VALLEY OUTDOOR ADVERTISING, a sole proprietorship, hereinabove called "CONTRACTOR" MIK GEORGUSON Owner Exhibit 1 CONTRACT EXTENSION NO. 1 VALLEY OUTDOOR ADVERTISING PROFESSIONAL SERVICES AGREEMENT THIS CONTRACT EXTENSION NO. 1 TO PROFS SIGNAL SERVICES AGREEMLIII 1, is made and entered this 15 h day of i 2171 , by and between the CITY OF L0- Dl a municipal corporation (hereinafter "CITY"). and VALL -Y OUTDOOR ADVERTISING, a 301E proprietorship (hereinafter "CONTRACTOR"). WITNESSETH: WHEREAS, CONTRACTOR and CITY entered into a Professional Services Agreement on September 29, 2015 (the "Agreement"), as set forth in Exhibit 1, attached hereto and made part of; and 2, WHEREAS, CITY requests to extend the term of the Agreement through September 30, 2019; and 3. WHEREAS, CONTRACTOR agrees to said amendment. NOW, THEREFORE, the parties agree to extend the Term of the Agreement to and including September 30, 2019. All other terms and conditions of the Agreement remain unchanged, IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Contract Extension No 1 on the date and year first above written. CITY OF LODI, a municipal corporation, hereinabove called "CITY" STEP SN SCNW AUER City Manager Attest: 6NE4E®RAIOLO, City Clerk Approved as to Form: -�, J ICE D. ;GDICH, City Attorney VALLEY OUTDOOR ADVERTISING, a sole proprietorship, hereinabove called "CONTRACTOR" MIKE GEORGUSON Owner Exhibit 1 AGREEMENT FOR PROFESSIONAL SERVICES ARTICLE 1 PAR IIES MPO PURPOSE Section 1.1 Parties THIS AGREEMENT is entered into on_.I _., 2015, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and VALLEY OUTDOOR ADVERTISING (hereinafter "CONTRACTOR"). Section 1.2 Purposr� CITY selected the CONTRACTOR to provide the services required in accordance with attached Scope of Services, Exhibit A, attached and incorporated by this reference, CITY wishes to enter into an agreement with CONTRACTOR for Transit Advertising Services (hereinafter "Project") as set forth in the Scope of Services attached here as Exhibit A. CONTRACTOR acknowledges that it is qualified to provide such services to CITY, ARTICLE 2 SCOPE Cil= SERVICES Section 2.1 Scnj)a of Servlccs CONTRACTOR, for the benefit and at the direction of CITY, shall perform the Scope of Services as set forth in Exhibit A. Section 2.2 7'inie For Contitnencernont anti Oorz'iixletian of Work CONTRACTOR shall commence work pursuant to this Agreement, upon receipt of a written notice to proceed from CITY or on the date set forth in Section 2.6, whichever occurs first, and shall perform all services diligently and complete work under this Agreement based on a mutually agreed upon timeline or as otherwise designated in the Scope of Services. CONTRACTOR shall submit to CITY such reports, diagrams, drawings and other work products as may be designated in the Scope of Services. CONTRACTOR shall not be responsible for delays caused by the failure of CITY staff to provide required data or review documents within the appropriate time frames. The review time by CITY and any other agencies involved in the project shall not be counted against CONTRACTOR's contract performance period. Also, any delays due to weather, vandalism, acts of God, etc„ shall not be counted. CONTRACTOR shall I remain in contact with reviewing agencies and make all efforts to review and return all comments, Section 2.3 Mcetings CONTRACTOR shall attend meetings as may be set forth in the Scope of Services Section 2.4 Staffing CONTRACTOR acknowledges that CITY has relied on CONTRACTOR's capabilities and on the qualifications of CONTRACTOR's principals and staff as identified in its proposal to CITY. The Scope of Services shall be performed by CONTRACTOR, unless agreed to otherwise by CITY in writing. CITY shall be notified by CONTRACTOR of any change of Project Manager and CITY is granted the right of approval of all original, additional and replacement personnel at CITY's sole discretion and shall be notified by CONTRACTOR of any changes of CONTRACTOR's project staff prior to any change. CONTRACTOR represents it is prepared to and can perform all services within the Scope of Services (Exhibit A) and is prepared to and can perform all services specified therein. CONTRACTOR represents that it has, or will have at the time this Agreement is executed, all licenses, permits, qualifications, insurance and approvals of whatsoever nature are legally required for CONTRACTOR to practice its profession, and that CONTRACTOR shall, at its own cost and expense, keep in effect during the life of this Agreement all such licenses, permits, qualifications, insurance and approvals, and shall indemnify, defend and hold harmless CITY against any costs associated with such licenses, permits, qualifications, insurance and approvals which may be imposed against CITY under this Agreement. Section 2,5 Subcontracts Unless prior written approval of CITY is obtained, CONTRACTOR shall not enter into any subcontract with any other party for purposes of providing any work or services covered by this Agreement. Section 2.6 Term The term of this Agreement commences on October 1, 2015 and terminates upon the completion of the Scope of Services or on September 30, 2018, whichever occurs first. Section 2.7 Option to Extend Term of ,A;Iro�:nwtit At its option, City may extend the terms of this Agreement for an additional two (2) one (1) -year extensions; provided, City gives Contractor no less than thirty (30) days 2 written notice of its intent prior to expiration of the existing term, In the event City exercises any option under this paragraph, all other terms and conditions of this Agreement continue and remain in full force and effect. The total duration of this Agreement, including the exercise of any option under this paragraph, shall not exceed five (5) years ARTICLE 3 COMPENSATION_ Section 3.1 Compensation CONTRACTOR's compensation for all work under this Agreement shall conform to the provisions of the Fee Proposal, attached hereto as Exhibit B and incorporated by this reference. CONTRACTOR shall not undertake any work beyond the scope of this Agreement unless such additional work is approved in advance and in writing by CITY. Section 3.2 Method of Payment CONTRACTOR shall submit invoices for completed work on a monthly basis, or as otherwise agreed, providing, without (imitation, details as to amount of hours, individual performing said work, hourly rate, and indicating to what aspect of the Scope of Services said work is attributable, CONTRACTOR's compensation for all work under this Agreement shall not exceed the amount of the Fee Proposal, Section 3.3 Costs The Fee Proposal shall include all reimbursable costs required for the performance of the Scope of Services. Payment of additional reimbursable costs considered to be over and above those inherent in the original Scope of Services shall be approved in advanced and in writing, by CITY. Section 3.4 A.i)ditiiitt CITY reserves the right to pe-iodically audit all charges made by CONTRACTOR to CITY for services under this Agreement. Upon request, CONTRACTOR agrees to furnish CITY, or a designated representative, with necessary information and assistance needed to conduct such an audit. CONTRACTOR agrees that CITY or its delegate will have the right to review, obtain and copy all records pertaining to performance of this Agreement. CONTRACTOR agrees to provide CITY or its delegate with any relevant information requested and shall permit CITY or its delegate access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and 3 inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this requirement. CONTRACTOR further agrees to maintain such records for a period of three (3) years after final payment under this Agreement, ARTICLE 4 PJIt•`i�.:f 1 1.11NLC= M; PROVISIONS Section 4,1 Nondiscriirimatiun In performing services under this Agreement, CONTRACTOR shall not discriminate in the employment of its employees or in the engagement of any sub CONTRACTOR on the basis of race, color, religion, sex, sexual orientation, marital status, national origin, ancestry, age, or any other criteria prohibited by law. Section 4.2 ADA Corm-ptiloce In performing services under this Agreement, CONTRACTOR shall comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA. Section 4.3 Indemnification and 1' Zesf3onsibitity fpr-Dainagg CONTRACTOR to the fullest extent permitted by law, shall indemnify and hold harmless CITY, its elected and appointed officials, directors, officers, employees and volunteers from and against any claims, damages, losses, and expenses (including reasonable attorney's fees and costs), arising out of performance of the services to be performed under this Agreement, provided that any such claim, damage, loss, or expense is caused by the negligent acts, errors or omissions of CONTRACTOR, any subcontractor employed directly by CONTRACTOR, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable, except those injuries or damages arising out of the active negligence, sole negligence, or sole willful misconduct of the City of Lodi, its elected and appointed officials, directors, officers, employees and volunteers. CITY may, at its election, conduct the defense or participate in the defense of any claim related in any way to this indemnification, If CITY chooses at its own election to conduct its own defense, participate in its own defense, or obtain independent legal counsel in defense of any claim related to this indemnification, CONTRACTOR shall pay all of the costs related thereto, including without limitation reasonable attorney fees and costs, The defense and indemnification obligations required by this Agreement are undertaken in addition to, and shall not in any way be limited by the insurance obligations set forth herein. 4 Section 4.4 Nq Porsi-,)nai Lial)IIity Neither the City Council, nor any other officer or authorized assistant or agent or City employee shall be personally responsible for any liability arising under this Agreement. Section 4.5 Responsibility of CITY CITY shall not be held responsible for the care or protection of any material or parts of the work described in the Scope of Services prior to final acceptance by CITY, except as expressly provided herein. Section 4.6 insurance Re uireim.nts for CONTRACTOR CONTRACTOR shall take out and maintain during the life of this Agreement, insurance coverage as set forth in Exhibit C attached hereto and incorporated by this reference, Section 4.7 5tw ossors. and Assi(Ijis CITY and CONTRACTOR each bind themselves, their partners, successors, assigns, and legal representatives to this Agreement without the written consent of the others. CONTRACTOR shall not assign or transfer any interest in this Agreement without the prior written consent of CITY, Consent to any such transfer shall be at the sole discretion of CITY. Section 4.13 Notices Any notice required to be given by the terms of this Agreement shall be in writing signed by an authorized representative of the sender and shall be deemed to have been given when the same is personally served or upon receipt by express or overnight delivery, postage prepaid, OF three (3) days frorn the time of mailing if sent by first class or certified mail, postage prepaid, addressed to the respective parties as follows: To CITY: City of Lodi 221 West Pine Street P.O. Box 3006 Lodi, CA 95241-1910 Attn: Paula Fernandez To CONTRACTOR: Valley Outdoor Advertising Attn: Mike Georguson 1920 Tienda Drive, Suite 203 Lodi, CA 95242 Section 4.9 COODeration of GIT CITY shall cooperate fully and in a timely manner in providing relevant information it has at its disposal relevant to the Scope of Services. 5 Section 4.10 CONTRACTOR is Not an Employee of CITY CONTRACTOR agrees that in undertaking the duties to be performed under this Agreement, it shall act as an independent contractor for and on behalf of CITY and not an employee of CITY. CITY shall not direct the work and means for accomplishment of the services and work to be performed hereunder. CITY, however, retains the right to require that work performed by CONTRACTOR meet specific standards without regard to the manner and means of accomplishment thereof. Section 4.11 Termination CITY may terminate this Agreement, with or without cause, by giving CONTRACTOR at least ten (10) days written notice. Where phases are anticipated within the Scope of Services, at which an intermediate decision is required concerning whether to proceed further, CITY may terminate at the conclusion of any such phase. Upon termination, CONTRACTOR shall be entitled to payment as set forth in the attached Exhibit B to the extent that the work has been performed, Upon termination, CONTRACTOR shall immediately suspend all work on the Project and deliver any documents or work in progress to CITY. However, CITY shall assume no liability for costs, expenses or lost profits resulting from services not completed or for contracts entered into by CONTRACTOR with third parties in reliance upon this Agreement Section 4.12 Ccarrficlontillity CONTRACTOR agrees to maintain confidentiality of all work and work products produced under this Agreement, except to the extent otherwise required by law or permitted in writing by CITY. CITY agrees to maintain confidentiality of any documents owned by CONTRACTOR and clearly marked by CONTRACTOR as "Confidential" or "Proprietary", except to the extent otherwise required by law or permitted in writing by CONTRACTOR CONTRACTOR acknowledges that CITY is subject to the California Public Records Act. Section 4.13 Soverability; and Attornc: 's Fees This Agreement shall be governed by the laws of the State of California. Jurisdiction of litigation arising from this Agreement shall be venued with the San Joaquin County Superior Court. If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it is in conflict with said laws, but the remainder of this Agreement shall be in force and effect. In the event any dispute between the parties arises under or regarding this Agreement, the prevailing party in any litigation of the dispute shall be entitled to reasonable attorney's 6 fees from the party who does not prevail as determined by the San Joaquin County Superior Court, Section 4.14 City Dkriincss Liceiis4 Requirement CONTRACTOR acknowledges that Lodi Municipal Code Section 3.01,020 requires CONTRACTOR to have a city business license and CONTRACTOR agrees to secure such license and pay the appropriate fees prior to performing any work hereunder. Section 4,15 Cat isms. The captions of the sections and subsections of this Agreement are for convenience only and shall not be deemed to be relevant in resolving any question or interpretation or intent hereunder. Section 4,16 Integration_ and Modification This Agreement represents the entire understanding of CITY and CONTRACTOR as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing, signed by both parties. Section 4,17 Contract Tornis Prevail All exhibits and this Agreement are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Agreement and the attached exhibits, the terms of this Agreement shall prevail Section 4.18 Sever-ability The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Section 4.19 Ownorship of DoCL)111011ts All documents, photographs, reports, analyses, audits, computer media, or other material documents or data, and working papers, whether or not in final form, which have been obtained or prepared under this Agreement, shall be deemed the property of CITY. Upon CITY's request, CONTRACTOR shall allow CITY to inspect all such documents during CONTRACTOR's regular business hours. Upon termination or completion of services under this Agreement, all information collected, work product and documents shall be delivered by CONTRACTOR to CITY within ten (10) calendar days. CITY agrees to indemnify, defend and hold CONTRACTOR harmless from any liability resulting from CITY's use of such documents for any purpose other than the purpose for which they were intended. 7 Section 4.20 Atitho.rity_ The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement Section 4.21 F ndt�ral Transit F•uncl1t1C Conditions M If the box at left is checked, the Federal Transit Funding conditions attached as Exhibit D apply to this Agreement In the event of a conflict between the terms of this Agreement or any of its other exhibits, and the Federal Transit Funding Conditions, the Federal Transit Funding Conditions will control. IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreeitient as of the date first above written. ATTEST JiP NIFER P FERRAIOLO Cite Clerk APPROVED AS TO FORM: JANICE O. MAGDICH, City Attorney Byt' , -- -v-- —� -By CITY OF LODI, a municipal corporation SI L -.N SCI IVNIABAUER City Manager VALLEY OUTDOOR ADVERTISING Name Mike Georguson Title: Owner Attachments: ExhlbIt A —Scope of Services Exhibit B — Fee Proposal Exhibit C — Insurance Requirements Exhibit D — Federal Transit Funding Conditions (If applicable) Funding Source: 6000000. (Business Unit & Account No.) Doc: IC:K-VAIMPROJECTS,TRANSIT1Adveitising '\.Lodi RFPIPSA MASTFRAnc CA!Rev.01.2015 8 Exhibit_A —Scope of Services (RFP) Exhibit A1— Valley Outdoor Advertising (Scope of Services/Technical Proposal) Exhibit B —Compensation Proposal Form Exhibit B1— Estimated Five Year Cash Flow Exhibit C — Insurance Requirement Exhibit D — Federal Transit Funding Conditions Exhibit D1— Federal Forms (Valley Outdoor Advertising) _ Exhibit A I scope of_warh--____-- Tranalt Adverllaing Services - RFP SCOPE OF WORK TRANSIT ADVERTISING SERVICES 1. INTRODUCTION 1.1. Request for Proposals It is the intent of this Request for Proposals (RFP) to solicit proposals for the provision of revenue -generating Transit Advertising Management and Coordination for Transit Vehicles, and Facilities from an independent firm. This advertising consists of interior and exterior spaces on CITY Grapet-ine transit vehicles used In revenue service for fixed route services. In addition, the City will be installing six bus shelters with advertising panels and two monitors capable of providing advertisement at the transit station. CITY expects the successful Contractor to administer all approved forms of advertising as well as all aspects of development, manufacturing and installation of advertisements. This proposal will allow CITY to receive revenues that will assist the agency to offset costs associated with the provision of public transit services. The selected contractor shall solicit the sales and placement of advertising on vehicles, shelters, and any other appropriate transit property, and demonstrate its ability to manage all tasks relater) to the execution of this revenue sharing agreement. These tasks include; • All client sales contracts Design and production services • Delivery of transit advertisements Other necessary or customary business practices. CITY will utilize the "Best Value" method of procurement, in conformance with applicable procurement guidelines, Respondents to this RFP should demonstrate an understanding of the work to be performed. 1.2. Scope of Work Fuck round CITY is seeking the services of an individual or firm to manage the Transit Advertising Program on its fleet of vehicles for an initial three (3) year base term with options, exercisable by CITY, for two (2) additional one (1) year terms. Should CITY determine to exercise In its sole discretion an option, CITY will notify the Contractor of its determination, In writing, at least ninety (90) days prior to the and of the base term or option term. The CITY is an urbanized area located in the San Joaquin Valley in the central portion of the State of California. An estimated population of 88,000 resides within the CITY 7 Section II - Scope.of Work Transit Advertising Services - RFP limits. The primary industries are agriculture, food processing, and some light industry and services. CITY provides public transit services within its boundaries and limited adjacent areas in northern San Joaquin County The GRAPELINE, a fixed route transit service, operates within the CITY limits. The demand response and ADA paratransit (Dial-A-Ridel VineLine) service area consists of the CITY limits, plus various unincorporated areas. However, at this time, we are interested in providing advertisement on our fixed route service vehicles only. The total annual passenger ridership for the fixed route, demand response, and ADA paratransit services is approximately 250,000 passengers. The total service area is approximately 19 square miles. Lodi Transit currently operates twenty-four (24) vehicles for transportation, however, the proposed advertisement shall be provided on six fixed route vehicles. GrapeLine operates 5 fixed routes on weekdays and 4 fixed routes on weekends Primarily, the EI Dorado EZ Riders (32 foot) buses are used on the fixed routes. The paratransit buses are used for the three (3) Express Routes operating in the morning and afternoon peak hours. Service for Lodi Transit is from 6:10 a.m_ to 7:30 p.m. (Monday — Friday) and 7:30 a m. to 9:30 p.m on Saturday, and 8:30 a.m. to 4.30 p.m on Sundays. CITY projects operating the following in fiscal year 2015/2016 • 250,000 total fixed route miles • 220,000 fixed route passengers • 22,000 fixed route revenue hours CITY's bus fleet accommodating interior and exterior bus advertising is detailed and defined in Exhibit 1. The fixed route service operates on local streets. In the spring of 2016, six lighted advertising panels will be installed on bus shelters along major corridors and two monitors will be installed at the Lodi Transit Station_ Ge neral Rectuirome nts The Contractor shall have exclusive rights to place CITY -approved advertising upon CITY's fixed -route buses, subject to the terms and conditions set forth in this RFP. CITY reserves the right to use any other portion of the buses for its exclusive use for any advertising or promotion or purpose it deems to be in the interests of CITY. CITY also reserves the right to use any unsold advertising space for its exclusive use as mentioned above. The Contractor shall supply CITY a current rate card on an annual basis to allow the agency to utilize unsold space for CITY announcements, marketing promotions and related needs. Contractor shall administer all aspects of CITY's advertisements in accordance with the terms and conditions as outlined in this solicitation. Space availability for advertising on CITY vehicles may change during the period of this Agreement for reasons including, but not limited to, the acquisition of new vehicles, and bus shelters_ Sectlon II Scope of Work Transit Advertising Services • RFP _ 4 The Contractor shall employ its best efforts to develop and make sales of advertising space and shall operate an office facility and workforce capable of insuring proper installation, maintenance and removal of advertising displays. Contractor shall provide an emergency phone number for CITY to reach Contractor in the case of an emergency situation, Contractor shall respond to an emergency situation within 24 hours of CITY's request. In addition to complying with CITY's Advertising Policy set forth in this RFP, the Contractor shall comply with generally accepted industry principles with respect to good taste and all applicable laws and regulations including but not limited to truth in advertising, copyrights and trademarks. Additionally, the Contractor shall: • Remove unapproved, damaged or defaced advertisements within 72 hours of notice given by the CITY. • Remove all dated advertising materials within five (5) calendar days from its expiration date. Dated materials refer to advertising materials that are relevant to a specific time period or relevant to an event that has been completed. SPo,cifir; Rectuiraments a. Advertisement Location. Advertising will be permitted on the exterior left, right and rear sides of buses in configuration sizes as specified in Exhibit 1 and in this Section c. Standard Dimension Table, At the contract initiation, and prior to the initial vinyl advertisement installation, Contractor shall provide CITY with schematics detailing the exact location for advertisement placement, on non- permanent adhesive vinyl material, on each bus (interior and exterior), in the bus shelter advertising panels, and station monitors. Once approved by CITY, these locations will become the standard locations for ad placement on transit property through the term of the agreement, b. Advertisement Material and Appearance CITY requires that all interior and exterior advertising installed as part of the proposal be of the non -permanent adhesive vinyl type, "direct application," The Contractor shall assure that all advertisements are manufactured, installed, and removed in accordance with current (and future) industry standards, Additionally, each ad: a. shall be free from wrinkles, blisters or similar defects b. shall be "squared" to the vehicle contour lines c. shall present a sharp and clear appearance d. in the case of half or tail wraps, the ad shall NOT continue around the corner onto an unadvertised side, The half and tail wrap advertisement must be invisible to other sides of the coach c. Advertisement Dimensions_ CITY has provided approximate advertisement dimensions as a baseline for this solicitation. Ad size will vary depending on location (panel, half or tail wrap) The CITY's vehicle list for advertisement is shown in Exhibit 1. These vehicles will be available for the length of this advertisement contract. Interested contractors may schedule an appointment to inspect the fleet during normal business hours. If a contractor wishes to propose alternate dimensions, those dimensions and diagrams should be provided in their Saclion Il • Scope of Work Transit Advertising Sarvices - RFP proposal, CITY desires to provide as much advertisement potential as possible, however, staff was directed to not utilize full bus wraps or full side wraps covering windows In addition to the exterior advertisement, the CITY wishes to have advertisements inside the buses on six panels with dimensions shown in the following table, Standard Dimensions I Driver/Street Side Traditional King 30" x 104" Driver Side Half wrap 40" x 312" Curbside Traditional Queen 22" x 64" Curbside Half wrap 32" x 300" ' Rear Halftail 34" x 64" Traditional Tail 21" x 70" Full Back 131" x 84" Interior Panels (ti per bus) Headliner Interior Panels 11" X 17" If the contractor wishes to use half wraps or rear ads, allowances in the design must be made to incorporate the CITY and GrapeLine logos, bus numbers, decals, website addresses, phone numbers and any other pre-existing information on either the rear or sides of coaches in a conspicuous manner. Additionally, under no circumstances shall any partial wrapped bus advertisement "wrap" around to another non -advertised side, Advertising covering windows shall not be allowed. No advertisement located on the bus front, or door is allowed. Trrii�si faililic�xlsltelters/rnc3rr_+fprs: Advertising on the CITY's six (6) bus shelters and two (2) 55" LCD station monitors will be available starting in spring of 2016. Proposed advertisement revenue for the proposed transit facilities should be shown under FY 16117 in Exhibit B. CITY will initially be installing six (6) bus shelters with advertising panels (46" x 70") that will be located along major corridors. The intent of the LCD monitors is to provide bus schedules and live bus monitoring with rolling advertisements. One proposed monitor will be located on the outside of the lobby transit station (24 S. Sacramento Street) that is currently being remodeled and one monitor located inside the transit station. CITY and Contractor may mutually agree to additional guaranteed revenue once the shelters and monitors are available for advertising. d. Continuous Advertisement. Once a vinyl is applied to the side of a vehicle, a vinyl advertisement in good repair of the same size must always be displayed in the same location No "layering" of vinyl advertisements is permitted; the previous vinyl must be removed before application of a new vinyl. Under no circumstances shall Contractor allow any one exterior ad to remain adhered to any vehicle or bus shelter ad display panel in excess of one (1) year. I0 Section_ II - Scope of Work Transit Advertising Services - RFP Restoration, Upon removal of vinyl advertisement, Contractor will be responsible for the cost of restoring the bus surfaces covered by the vinyl advertisements to the condition of the bus surface. The adhesive used to apply the vinyl type advertisement shall not cause damage to CITY's vehicles, their paint schemes, existing decals or exterior surface The Contractor will be notified of any such damage and CITY will not proceed with repair for 48 hours after notification to the Contractor to enable the Contractor time to inspect the damage if so desired. The Contractor shall be required to reimburse CITY for the full dollar cost to repair any damage to CITY's vehicles and/or property resulting from application or removal of the vinyl advertisement or any other activities of the Contractor. Fleet Size. Sole discretion for bus assignment shall remain with CITY. Any reference In this document to any particular number or count of buses (e.g. the available fleet size) shall not be construed to carry any guarantee, express or implied, that any certain vehicle count or fleet size shall be available to the Contractor for advertising displays at any given time. CITY shall be the sole judge of safety, convenience, appearance, and the number and vinyl location on any vehicles. However, it is the intent of the CITY to have six transit vehicles available for advertisement as shown in Exhibit 1 g_ No Route Specific Advertisements. Under no circumstances should advertisements be route specific and the Contractor shall not represent to potential advertisers that advertising can be route specific h Self Promotion. The Contractor will not be allowed to engage in unpaid self promotion without prior written approval from CITY. Advertisement Maintenance. The Contractor shall be solely responsible to keep and maintain all the vinyl's placed on CITY buses, bus shelters and transit facilities in good condition, and will bear the full cost of any and all maintenance and repair of the vinyl, In the event the Contractor fails to satisfy the subsection requirements below, CITY may elect to repair, alter or remove the vinyl and to charge the Contractor for all labor and material costs for all such work. The Contractor agrees to pay CITY the cost of performing such work provided CITY gives the Contractor verbal notice, followed by a written notice, of the intent to repair, alter or remove the vinyl advertisement prior to actually undertaking such activity. Advertisement Placement. No vinyl will be allowed to interfere with any safety devices, lights, signals, licensing, website addresses, phone numbers or distinctive logos, or decals on CITY vehicles, This includes, but is not limited to, reflective materials, side directional lights, side reflectors and other features. In addition, vinyl cannot interfere with the normal utilization of fuel doors, vents, glazing, and other equipment installed in the various vehicles that may require regular preventive maintenance. • Vinyl shall not be placed over any body moldings. Vinyl applied over body panel seams shall be sliced and tucked into those seams, Vinyl smaller than the allocated area shall be centered in the allocated area. • Vinyl shall not be placed within one (1) inch of CITY's name or its logo. Section II - Scope of Work Transit Advertising Services - RFP twncert or [} irrz.i erl Arl�c rtisements The Contractor shall develop and implement a fully staffed maintenance, cleaning, repair or replacement program plus a Quality Control Program that insures that the advertising material installed on CITY property is in good condition at all times. More particularly, the Contractor will be required to remove immediately, but no later than 24 hours from notice given by CITY, any graffiti on the transit advertisement facilities or vinyl not removed during CITY's regular, daily cleaning of the vehicles (generally vehicles are pressured washed weekly), and to make other repairs as necessary to vinyl's or panels that are otherwise damaged or defaced. Any vehicle bearing a vinyl or advertisement panel/monitor that is damaged, defaced or marked with graffiti that is not repaired, corrected or removed by the Contractor as required above, shall be considered unsuitable for revenue service and the Contractor will be assessed per conditions set within this solicitation. CITY has graffiti abatement staff available, however, there is no guarantee their schedule can remove graffiti on advertisement panels within the time required As mentioned above, it is the Contractor's responsibility to remove graffiti; however, the contractor may coordinate with CITY graffiti abatement staff to determine if it can be accomplished within the required time stated above. Advertisement Limitations and Review a. Advertisement Limitations CITY will accept limited advertising on and in its vehicles, at designated areas within its transit facilities and at other transit sites as it deems appropriate in accordance with the Transit Advertising Policy shown in Appendix 3. b. Advertisement Review. Contractor shall review each advertisement submitted for installation, display and maintenance on CITY properties to determine whether the advertisement conforms with the Transit Advertising Policy shown in Appendix 3. Asse*smerit for Non.. Compliance For any breach of the requirements or failure to satisfy the conditions of this Contract, CITY may impose an assessment in the amount of $100 per day per bus or incident. Transit Proarty-Locations CITY currently operates vehicles from its Lodi Transit Station, 24 S. Sacramento Street, Lodi, California. For maintenance and repairs, vehicles are also stored at the Municipal Service Center Fleet Services Center, 1331 S. Ham Lane, Lodi, Callfornia. The bus shelters will be located with city limits on major corridors. Contractor Int ress acid Egress Contractor shall check-in before entering and check-out upon leaving CITY property with the appropriate personnel and on -duty fleet maintenance supervisor. 12 Section II - Scope of Work Transit Advertising Services - RFP Contractor shall provide reflective safety vests and company identification badges for its employees to be worn at all limes while on CITY property, Contractor shall use a clearly identifiable vehicle for purposes of entering CITY property. All vehicles used to install, remove or maintain the advertisement on CITY buses while on CITY property shall display a business sign on the outside of each front door, both left and right sides, signifying the name of the company authorized to perform work on CITY buses. The sign may be of the magnetized type No private vehicle will be allowed on CITY property, however, private vehicles displaying the proper signage will be allowed_ Contractor shall conduct all of its work on CITY buses at the Municipal Service Center Fleet Maintenance Shop parking area between normal business hours on weekdays and coordinate with the CITY staff to not disrupt revenue service. Contractor shall work with CITY staff to coordinate advertisement installation; however, Contractor shall not interfere with CITY operations when installing, removing or maintaining ads. Bus shelters and other transit facilities are available from 7:00 a,m. to 10;00 p.m. Contrjotor's Work on -C -1 -TY -Property Contractor will provide all necessary parts, equipment, materials and/or tools required to perform the required work and will not store any parts, equipment materials and/or tools on CITY property. CITY shall make every attempt to provide sufficient room between bus rows so as to allow for installation or removal of ads while buses are parked, at each applicable site. Indoor workspace is not available. CITY and Contractor shall agree on how best to resolve any problems arising regarding the location of buses at each applicable site. The Contractor shall perform the work in such a manner as to eliminate unnecessary noise, obstruction, hazardous conditions or other disturbances to CITY's operation or its personnel. During the performance of the work, the Contractor shall bear full responsibility for the protection and safety of the public, CITY personnel and CITY equipment and facilities. Any damage arising from the Contractor's performance of the work shall be repaired or remedied immediately at the Contractor's sole expense Contractor shall provide and make available the necessary number of employees to conduct a Quality Control Program. During the performance of the work under this Contract, the Contractor shall keep the working area in a neat and safe condition. The Contractor shall make arrangements to dispose of any waste generated by its performance or activities off CITY property. Enilfloyees Conduct Contractor shall insure that its officers; agents or employees while on CITY property or using equipment will conduct themselves in a safe and proper manner and if a complaint is made by CITY personnel, the Contractor will take such corrective measures as are necessary If the Contractor does not take such corrective measure, CITY may deem the Contractor in breach of its obligations under the Agreement. 13 Section II - Scope of Work Transit Advertising Services - RFP Contractor further covenants and agrees that in the exercise of the rights and privileges granted hereunder its employees or representatives will not deface or damage the property of CITY or deposit or scatter any rubbish, debris, waste, litter or other material in or about said premises. The Contractor agrees to assume full liability and responsibility for actions on the part of its employees and agents, and shall pay for any clean up required to restore the property to its condition prior to entry by Contractor or as otherwise determined to be necessary by CITY. Changes in Scope of Work CITY, without invalidating the contract, may order additions to or deletions from the work to be performed. If justified the contract charges will be adjusted accordingly, Any alteration(s) made in the provisions that are a part of the contract shall not operate to release any surety or sureties from liability or any bond(s) attached thereto and made a part thereof. New provisions must be mutually agreeable to CITY and the Contractor. Contract Modifications must be authorized by the City Council and/or City Manager and must be completed as an Amendment to the Agreement. CITY shall have the right to make changes in vehicles, vehicle configurations, vehicle types and related elements of work not involving extra cost and not inconsistent with the work to be performed. 1.3 Contract Period The start date for the project will commence on October 1, 2015, The conclusion of the base portion of the contract shall be September 30, 2018. There are two (2) additional one-year options that shall be determined at the end of the base contract. The contract completion date for this RFP will be no later than September 30, 2020. The option years are to be exercised solely at CITY's discretion. 1.4 Payment Instructions Contractor shall make monthly payments to C[TY. Said monthly payments shall be made by the 10th working day of each month. Payment shall be for all amounts due to CITY for the preceding month and shall be based on the compensation structure set forth in Agreement. Said monthly payments shall be accompanied by a schedule which shows the advertisements which were displayed, the gross revenue earned for the advertisement, the amount and description of any deductions permitted by Section III, Subsection 1,6, and the amount of revenues to earned in the future under existing contracts. Effective the first month of the Agreement, and each month thereafter, the Contractor shall remit by the 10th working day of each month an amount equal to one -twelfth of the annual guaranteed minimum for that year or a percentage of the Contractor's specified net advertising revenue, whichever Is greater. 14 Secllon II - Scape of Work Transit Advertising Services - RFP All payments, regardless of their nature, shall be submitted In a timely manner. Late payments shall be subject to a 5% penalty per month, All payments should be sent to: Accounts Receivable CITY OF LODI Finance Department P,O, Box 3006 Lodi, California 95241-1910 15 Section II - Scooe of Work Transit Advertising Services - RFP 2.o ADDITIONAL_ REQUIREMENTS 2.1 Insurance and Indemnity The contractor must provide a certificate of insurance in a form acceptable to the City Risk Manager prior to entering into any contract made pursuant to this RFP. The insurance requirements are included in the Exhibit C of Appendix 2. The contractor shall procure and maintain such insurance coverage and include the entire obligation assumed in the contract as well as such insurance as will protect the service provider from claims and liability under Workers' Compensation Acts, personal liability, property damage, and all other claims for damages including personal injury and death, which may arise under the contract. Service provider shall defend, indemnify and hold harmless the City, its elected and appointed officials, directors, officers, employees, and volunteers from and against any and all claims, demands, damages, losses, and expenses (including reasonable attorney's fees), arising out of performance of the services to be performed under this contract, provided that any such claim, damage, loss, or expense is caused by negligent acts, errors or omissions of the contractor, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable, during the performance of services under the terms of the contract. 2.2 Confidentiality The California Public Records Act (California Government Code Sections 6250 et seq,) mandates public access to government records. Therefore, unless the information is exempt from disclosure by law, the content of any request for explanation, exception or substitution, response to these specifications, protest or any other written communication between CITY and the contractor shall be available to the public. If the contractor believes any communication contains trade secrets or other proprietary information that the contractor believes would cause substantial injury to the contractor's competitive position if disclosed, the contractor shall request that CITY withhold from disclosure the proprietary information by marking each page containing such proprietary information as confidential The contractor may not designate its entire proposal or bid as confidential. Additionally, contractor may not designate its cost proposal or any required bid forms or certifications as confidential. If contractor requests that CITY withhold from disclosure information identified as confidential, and CITY complies with the contractor's request, contractor shall assume all responsibility for any challenges resulting from the non -disclosure, indemnify and hold harmless CITY from and against all damages (including but not limited to attorneys' fees that may be awarded to the party requesting the contractor information), and pay any and all costs and expenses related to the withholding of contractor information. Contractor shall not make a claim, sue or maintain any legal action against CITY or its directors, officers, employees or agents in connection with the withholding from disclosure of contractor information. E Section II - S_Coge of Werk Transit Advertising Services - RFP If contractor does not request that CITY withhold from disclosure information identified as confidential, CITY shall have no obligation to withhold the information from disclosure and may release the information sought without any liability to CITY. 2.3 Conflict of Interest Contractor represents and warrants that it presently has no interest and agrees that it will not acquire any interest which would present a conflict of interest under California Government Code §§ 1090 et seq. or §§ 87100 et seq. during the performance of services under the Agreement. Contractor shall promptly disclose any actual or potential conflict of interest to CITY as soon as contractor becomes aware of such conflict. Contractor further covenants that it will not knowingly employ any person having such an interest in the performance of the Agreement. Violation of this provision may result in the Agreement being deemed void and unenforceable. No member, officer or employee of the CITY or of any of its member jurisdictions during his/her tenure of office, or for one year thereafter, shall have any interest, direct or indirect, in this contract or the proceeds therefrom. 2.4 Performance Security Upon execution of the Contract, the Contractor shall furnish, at its own expense, a check or cashier's check payable to the City of Lodi in the amount of $5,000, which is to be deposited with the City of Lodi. t7 Technical Proposal A. Detailed Sales Strategy ` �xhiblt Al Valley Outdoor Advertising will maximize revenue through a comprehensive sales strategy that will focus on three separate types of advertisers. • Local Sales - Direct sales targeted to local small and medium size Lodi businesses. Goal 60% - SONG of revenue. • San Joaquin County Sales - Direct sales efforts targeting Advertising Agency Stockton businesses and San Joaquin County, Goal 10% - 30% of revenue • National Sales - A more difficult task in Lodi but Valley Outdoor does have some state and national clients. Goal - 10% of revenues a) Local Sales Due to the location of Lodi and it's proximity to larger towns we believe the majority of the sales will be derived from local businesses Small and medium sized businesses are very careful where they spend their advertising dollar and Lodi is fairly well-known as a city that business owners hold onto every dollar. Business owners will need good feedback from their customers that their ads are having an impact. Both Bus Shelters and Bus Advertisements will have to be competitively priced to keep local business people satisfied. We have a very good business relationship with many of the businesses in Lodi. We have proposed outdoor advertising for virtually hundreds of Lodi businesses and have a knowledge that can only come from working and living in Lodi most of our lives. Lodi is an unusual market that is composed of fairly conservative spenders but they are open to new and innovative advertisement. The reduction in newspaper coverage, no local radio or television ads and a shortage of billboards will definitely help sales. We are also involved in many local organizations and will use those resources to expand sales. Below are a few potential local advertisers. It should be noted that all of these companies are already clients of Valley Outdoor Potential Local Advertisers Lodi Health Jewelers Auto Dealers Salons Classic Design Allstate Heating and Air Companies Burtons Shoes Subway b) Regional Sales Lodi is fairly isolated when it comes to advertising businesses. However, Lodi is considered part of the Sacramento Region for California Ads. That has allowed us to J 00W V+ 0E CAL Atgi WC ,Al.. OUT S OAKeb 1 7.- x•irrYSl�r,r advertise Cal Fresh and other state projects such as the Human Trafficking Hotline San Joaquin Solid Waste Management has been on signs in Lodi or the past 20 years and the buyer for the county has already showed interest in adding Lodi transit to the mix. Potential Regional Advertisers-. Health Service outside of Lodi Banking/Credit Unions Wreless(Utilities c) National Sales Valley Outdoor has actively pursued and been rewarded with National advertising account relationships. McDonalds advertises with us on a seasonal basis. In our experience, the best method to successfully achieve a portion of national advertising campaigns is through continuous telephone and email communications as well as face to face meetings. The meetings are accomplished during our bi-annual trips to Chicago, Los Angeles, Manhattan and Dallas. Potential National Advertisers Quick Service Restaurants Car Washes Wireless Services Service Providers Informational Banking/Credit Unions Ill Transit Management Services Valley Outdoor Advertising will provide comprehensive management of the advertising on the Lodi Transit system. We will strive to minimize the impact the process of installing advertising media an bus shelters and buses, operating buses with vinyls, and the disbursement of funds. a) Record Keeping, Reporting and Payments VOA is able to provide accurate contract administration necessary to fulfill the scope of the RFP agreement as outlined VOA will maintain records of installation, removal and certificates of audit for each display All pertinent information is recorded including advertiser,terms of each contract, display type, applied vinyl serial number, condition of the bus or shelter upon installation and removal Each advertiser receives a posting and production report with photographs of the installed advertisement. b) Sales and Financial Reporting Each month VOA will provide detailed sales report showing all billing accounts displayed by the Grapevine Transit. The monthly report will include current advertisers, gross billings, contract status, and status of revenue share overages C. Installation and Maintenance Procedures a) Quality Management Plan VOA has prepared a carefully considered Quality Management Plan (QMP) that considers all of the appropriate steps required to safely install and remove advertising material from buses and shelters. The QMP is focused on how to avoid damaging vehicles while providing a long lasting advertisement that will give the clients maximum value. For shelters, time needs to be allotted to clean the entire shelter to insure safety and to promote use of the advertisement. A major advantage for VOA is that we live in town and we will be able to view shelters and buses daily on an informal and formal basis. The QMP incorporates industry best standards as well as personnel experienced in high standards for installation. Following the QMP is mandatory for all VOA personnel and subcontractors. Instruction for procedures included within the QMP include the proper condition of the work space, correct method to clean the buses and shelters, appropriate environmental space for installation, installation of the vinyl and post installation steps. b) Pre -Posting and Inspection Procedure The QMP requires that the condition of the shelters and buses before installation and after installation be recorded in the Vehicle Condition Report and the Shelter Condition Report. Additionally, the condition of the removed vinyl is recorded in an effort to improve further installations and to congratulate ourselves on successfully completing an advertising cycle. c) Maintaining Advertising Inventory VOA will maintain an up-to-date inventory record showing the current number of buses and shelters available as well as the specific products that are displayed an each transit ad. The advertising inventory record will include the effective contract dates for each display including the expiration date for each contract. d) Installation Scheduling The City of Lodi as well as Grape Line already has important functions, VOA will strive to minimize the impact of the installation and removal of advertisements We will work closely with the Grape Line to schedule bus installation and the best time to install ads at bus shelters. D. Estimated Cost Sheet The estimated cost sheet will be adjusted based on market demands The cost to produce and install the advertisements are $4.83 per square foot. The hope would be to pass on all installation costs to the advertiser which will greatly strengthen the bottom line for COL and VOA. Historically, smaller businesses do not understand separate pricing and balk at installation costs. My revenue estimates are based on VOA paying for all installation costs which is a very conservative approach and should help both the City and Valley make their budget goals. Traditional King q 104'x 30` Driver Side Haff Wrap 312' x 40" W9 Traditional Queen 64" x 22" $250 $400 $150 Curbside Half Wrap 300" x 32" $400 Traditional Tail 70' x 21" $150 Traditional Queen 84" x 34" $250 Full Back 84" x 81" $450 Shelters 70" x 45" $250 Interior Panels 11 " x 17" $30 E. Comformance to the RFP VOA feels confident that we can meet all the RFP requirements. COL would like a higher Minimum Guarantee but I am confident that VOA will do the best job possible and achieved the highest revenue return the City could get. It is the hope to hit the threshold that the City wants within 4 years if not sooner. F. Proposal information that the contractor feels is proprietary VOA feels that the financial record are proprietary. We also believe that our client list and the existing leads we have been mentioned should not be shared. I Exhibit B -] Compensation Proposal Form Transit Advertising Services Request for Proposal Enter bej;w Iha proposed compen6all-n for the funccions 'IsMd es dkiscnbod hl SscdQn .1, Scop. of Work Plewlz ba 8r, SPOaWU 05 OQ8$117110 T'rdnaAAdVtIrU81j15j BofviQus COMPOng2flOn Prf)pqzu1 -_City of Li)di Gaso Minimum $ 25040 25000 Guarantee Revenue 42 % 43 % 45 % Share 40 SIGNED, Company NOMO tj9plalute, Ptinied Name, and TWO MIKu Goarguson 0%,oner PrImild Name, and TWO nn -1 1 1- Bxhibit B1 Estimated Flee Year City Of Lodi Cash Flow Agency commission -1343 -1910 -2421 -3265 -3265 t Buses -7216 -7937 -8659 -10247 -10247 Postingtt Shelters -1619 -7128 -11663 -18402 -18402 Posh ng Total Cost Year'1 Year Year Year Year Avg. Annual 26542 57560 57560 Occupancy 50% 55% 60% 71% 71% Rate 40% 1`- 43% 45% Buses 27,000 29000 32000 38340 38340 Headliners 4320 4750 5184 6134 6134 Occupancy 15000 2 ]V01) n(,;Qe;• 25000 25000 Rate 60% 65% 70% 75% 75% Shelters Shelters" $5,400 (10) $19,500 (15) $31,500 (20) $45,000 (20) $45,000 Gross 36720 53952 69084 89474 89474 Revenue Agency commission -1343 -1910 -2421 -3265 -3265 t Buses -7216 -7937 -8659 -10247 -10247 Postingtt Shelters -1619 -7128 -11663 -18402 -18402 Posh ng Total Cost 10178 -16975 -22743 -31914 -31914 Net. 26542 57560 57560 Revenue Lodi % 40% 1`- 43% 45% Actual 10617 - 1� i_:;1 �'� ? 6 24751 25902 Revenue Guaranteed 15000 2 ]V01) n(,;Qe;• 25000 25000 Revenue Estimated Adj. Lodi 10616 15160 19463 24751 25902 Revenue `May -Sept Posting 2016 6 month total "Assumes increase of 5 shelters a hear 2-4 (5,10,15,20) tAss�..mes that n% of bill ­ Es are through an agency ch,i -ging a 15% Commission tr;^tuIrles Actual Posrn r„ilaige of 54.83 per approximate Square foot Jay area Exl�j�it c rt rer•trrW+�_jtor�yilZlnn ur Guatrr��r TIO Cntrtraatar shell take out and rnaintni++ uunnlf ilio lite of this Agreement, inauranw rovarrrtin :la Ili;tad Winw, Tlseno Irsnurance pollcias shall protnot Canlraclrrr and any 6ubconrrnclor performing work covered by this Agroament front ciolms for damagos rur pursonal injury. including accidental death, as well as from claims for property damages, which may arise from Conin>'ct0ea alsernttnns under this Agreement, whether such operations be by Contractor, or by any subcontractor, or by anyone directly or indirectly employed by either of them, and the amount of such insurance shall be as follows: c��]Mf'fti=liF PJSIV[. CEIVr=f'.%1t. IlAI1_l__!7Y $1,000,000 Each Occurrence $2,000,000 General Aggregate 2, COMPt3EIIFNSIVt;_AUi,[}r 01-7 ILF_OAllli.+_I Y 31,000,000 Combined Single LImR Such Insurance shall cover liability arising out of any vehicle (Including, owned, hired and non -hired vehicies) operated In performing any and ail services pursuant to thls Agreement, Coverage shall be written on ISO form CA 00 01 12 80, or a later version of this form, or an equivalent form provuiing equivalent liability coverage. All limits erre to be designated strictly for the City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers. All deductibles or sulf-insured ratontions (SIR; must be dleclueod to Gity'a Risk Manager for approval and shall not reduce the limits of floWity set forth hereinabove. Insurance policirts <;ontaining any deductible or SIF; provision shall provide, or be endorsed la provide, that the deductible or SIR may he s ilKlsad by either the Named Insurecl(s) or the City of Lodi. It Is required that any available insurance proceeds broader than or in excess of the specified minimum insurance covsrage requiromanta andlor limits set forth above, shall ba availablo to City as ar► addlrionat insured Fodhefmare, the requtremerita for coverage and limits shat; lin (t) the minimum coverage and limits apeof0ed in Uzese insurance requlrernenta. or (ii) the broader coverage and maximum I•srn+ts of uoveragrf of any insumace policy or proceeds available to the Contractor: whichever is greater, Contractor agrees and stipulates that any inaurartCO coverage provided to the city of Lodi shall provide for a claims period following tarminalion of covomge which is at least consistent with the claims period or statutes of limitations found in the California TortClalms Act (Callfomla Government Code Section 810 at suq ) A copy of the certlrraate(s) of insurance with the following endorsements shall be furnished to the City: (ay - Zvsl.0llrpnFyl NpyLir}CI1? crud. Lrflnrnurnonl - — — Pursuant to a separate endorsament (ISO farm CG 2010 (11/85) or equivalent form) such Inauranoe as Is afforded by this policy shall also apply to the City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers as additional named insured& (b) 1''rirLtrrry I wc�n_C' ++ r r it rn; rt+:�: (�rii(rr :ire r�rt! Addltlonst insurance Coverage under the Contractor's policy shall be "primary and non-contributory" and will not seek contribution from City's Insurance or self-insurance and shell be at least as broad as ISO form CG 20 01 04 13. NOTE: (1) The street address of the CiTY OE LO[L] must be shown along with (a) and (b) sbuw,, 221 rPAW Pine Street, Lodi, California, 95240; (2j The Insurance cerllrrcala must state, on its fnr;,� or a', am endorsement, a description of the Qrolect that it is insuring. The limits of Insurance coverage required may be satisfied by a combination of primary and umbrella or excess Insurance. Any umbrella or excess insurance of Contractor shall contain, or be endorsed to contain, a provislon that such coverage shall also apply an a primary and non-contributory basis for the benefit of the City before the City's own insurance or self-insurance shall be called upon to protect the City as a named Insured. (d) �AVQfck0l(tr .if (0v!rQ t.' %Ata'" The tern "insured!' is need anverally and not collectively, but the inclusion herein of more than one insured shall not operate to increase the limit of the company's liability. Fsge 1 1 of -2- pages r j Risk: rev,03.2014 n:}Innen _�liegu1t_gL it_for Co�ttricsor(continued) O11sa a i-e,)r :.AIIC011_.16.1V > "I+d 1 r. In 0r;, p_r _ i tlgisfnrLnr — s.— .. This policy may net be canceled nor the coverage reduced by the company without 30 days' prior wrihen notice Of such rancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St.. Lodi, CA 95240. (f) 'io�rtntulfY—oAkI All policies shall be in effect on or before the first day of the Term of th s Agreement At least thirty (30) days prior to the expiation of each insurance policy, Contractor shall furnisn a certificate(-) showing that a new or extended policy has been obtained which meets the minimum requirements of this Agreement. Contradw shall provide p,00f of continuing insurance on at least an annual basis during the Term If Contractors Insurance lapses or is discontinued for any reason, Contractor shall immediately notify the City and immediately obtain replacement irsurarce (g} F;alluiy toQm r If Contractor fails or refuses to obtain and maintain the required insurance, or tads to provide proof of coverage, the City may obtain the insurance. Contractor shall reimburse the City for premiums pad, with interest on the premium paid by the City at the maximum allowable legal rate than in effect in California. The City shall notify Contractor of such payment of premiums within thirty (30) days of payment staling the amount paid, the names) of the insurer(s), and -oo of inle t:;,t Contractor shall pat ucr, reimbursement and interest on the first (1 ° ) day of the month follUvnng tho City s notice. Nalwllhslanoing and other provision of Ihis Agreement, if Contractor fails or refuses to obtain or maintain insurance as required by this agreement, or fai s to provide proof of insurance, the City may terminate This Agreement upon such breach Upon such lermination. Contractor shall Immediately cease use of the Site or facilities and cor,mence and diligently pursue the removal of any and all of its personal property from the site or facilities. (h) {�4�1�ft_'e;�I1tSUiN�'r}f Ail Insurance required by the terms of thls Agreement must be provided by insurers licensed to do business in the State of California which are rated at least "A-. VI" by the AM Best Ratings Guide, and which are acceptable to the City Nan -admitted surplus lines carriers may be accepted provided they are Included on the most recent list of California eligible surplus lines irisureis (LESLI Ilstl and otherwise meet City requirements, Wnric��rr Coni r�nsathan tnaur�rrte�. The Contractor shall lake out and maintain during the life of this Agreement, Worker's Compensation I,rsurance for all of Contractor's employees employed at the site of the project and, if any work is sublet, Conlrautor shall require the subcontractorslmilarly to provide Worticer's Compensation Insurance for all of the lattor's ernployses unless such employees are covered by the protection afforded by the Contractor. In case any class of employees engaged in hazardous work under this Agreement at the site of the project is not proleclad under the Worker's Compensation Statute, the Contractor shall provide and shall cause each subcontractor to provide insurance for the protection of said arnployees A waiver of subrogation is required for workers compensatiOn lrisufaii This prillcy may not be canceled nor the coverage reduced without 30 days' prior written notica of such cancellation or reduction In coverage to the Risk Manager, City of Lodi, 221 West Pine St Lodi, CA 95240. NOTE: The City reserves the right to obtain a full certified copy of any htsurance policy or endorsanrenta required. Failure to exercise this right shall not constitute a waiver of the City's right to exercise after Lha effective date. page 2 of 2 pages Risk: rev 03 2014 Exhibit-D__ j Federal Transit Funding Conditions Federal Clauses 1. Fly America Requirements The Contractor agrees to comply with 49 U.S.C. 40118 (the "Fly America" Act) in accordance with the General Services Administration's regulations at 41 CFR Part 301-10, which provide that recipients and sub -recipients of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S Government -financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Contractor shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S, flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. The Contractor agrees to include the requirements of this section in all subcontracts that may involve international air transportation. . Energy Conservation CONTRACTOR agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act, 42 U.S.C. §§ 6321 et seq.. 3. Clean Water The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office, II. The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 4. Lobbying Restrictions The CONTRACTOR agrees to: I Refrain from using Federal assistance funds to pay the costs of influencing any officer or employee of a Federal agency, Member of Congress, officer of Congress or employee of a member of Congress, with obtaining any Federal contract, grant, or any other award covered by 31 U.S.0 § 1352. It. Comply with applicable Federal laws and regulations prohibiting the use of Federal assistance funds for activities designed to influence Congress or a State legislature with respect to legislation or appropriations, except through proper, official channels. III, Comply, and assure the compliance of each third party CONTRACTOR at any tier and each SUBCONTRACTOR at any tier, with U.S. DOT regulations, "New Restrictions on Lobbying," 49 C.F.R. Part 20, modified as necessary by 31 U_S.C. § 1352. IV, In addition, the Bidder shall complete Standard Form SF -LLL, "Disclosure of Lobbying Activities." 5. Access to Records The following access to records requirements apply to this Contract: Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, U. S. Secretary of Transportation, the Comptroller General of the United States or any of their authorized representatives access to all third party contract records as required by 49 U.S.C. § 5325(g). Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA Admi6istfator br his authorizedrepresentatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. Where the Purchaser is a State and is the FTA Recipient or a sub- grantee of the FTA Recipient in accordance with 49 C.F R. 633,17, Contractor agrees to provide the Purchaser, the FTA Administrator or his authorized representatives, including any PMO Contractor, access to the Contractor's records and construction sites pertaining to a major capital project, defined at 49 U,S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. By definition, a major capital project excludes contracts of less than the simplified acquisition threshold currently set at $100.000, III. Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold Federal Clauses,doc and is an institution of higher education, a hospital or other non- profit organization and is the FTA Recipient or a sub -grantee of the FTA Recipient in accordance with 49 C.F.R. 19.48, Contractor agrees to provide the Purchaser, FTA Administrator, the Comptroller General of the United States or any of their duly authorized representatives with access to any books, documents, papers and record of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. IV. Where any Purchaser which is the FTA Recipient or a sub -grantee of the FTA Recipient in accordance with 49 U.S.C. 5325(a) enters into a contract for a capital project or improvement (defined at 49 U_S.C. 5302(a)1) through other than competitive bidding, the Contractor shall make available records related to the contract to the Purchaser, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. V. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. VI. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA AdminisVeitof-the Conhptroller General; or any -6f theif-duly. -. authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 1 S.36(i)(11). VII. FTA does not require the inclusion of these requirements in subcontracts. 6. Federal Changes CONTRACTOR shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Department of Transportation, Federal Transit Administration, Master Agreement (FTA MA (21) dated October 1, 2014), between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. CONTRACTOR's failure to so comply shall constitute a material breach of this contract. Federal Clausas.doc the CONTRACTOR to the extent the Federal Government deems appropriate. The CONTRACTOR also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U_S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the CONTRACTOR, to the extent the Federal Government deems appropriate. III. The CONTRACTOR agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the SUBCONTRACTOR who will be subject to the provisions. 10. Termination Upon written notice, CONTRACTOR agrees that the Federal Government may suspend or terminate all or part of the Federal financial assistance provided herein if CONTRACTOR has violated the terms of the Grant Agreement or Cooperative Agreement, or if the Federal Government determines that the purposes of the statute authorizing the Project would not be adequately served by the continuation of Federal financial assistance for the Project. Any failure to make reasonable progress on the Project or other violation of the Grant Agreement or Cooperative Agreement that endangers substantial performance of 'the "Prbject shall provide -sufficient grounds fol the Federal -Government to - terminate the Grant Agreement or Cooperative Agreement. Termination of any Federal financial assistance for the Project will not invalidate obligations properly incurred by CONTRACTOR before the termination date, to the extent those obligations cannot be canceled. If, however, the Federal Government determines that CONTRACTOR has willfully misused Federal assistance funds by failing to make adequate progress, failing to make reasonable and appropriate use of the Project real property, facilities, or equipment, or has failed to comply with the terms of the Grant Agreement or Cooperative Agreement, the Federal Govemment reserves the right to require CONTRACTOR to refund the entire amount of Federal funds provided for the Project or any lesser amount as the Federal Government may determine. Expiration of any Project time period established for the Project does not, by itself, constitute an expiration or termination of the Grant Agreement or Cooperative Agreement I Termination for Convenience; CITY OF LODI may terminate this contract, in whole or in part, at any time by written notice to the CONTRACTOR. The CONTRACTOR shall be paid its costs, including contract closeout costs, and profit on work performed up Federal Clauses.doc to the time of termination. The CONTRACTOR shall promptly submit its termination claim to CITY OF LODI to be paid the CONTRACTOR. If the CONTRACTOR has any property in its possession belonging to CITY OF LODI, the CONTRACTOR will account for the same, and dispose of it in the manner CITY OF LODI directs. Termination for Default: If the CONTRACTOR does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the CONTRACTOR fails to perform in the manner called for in the contract, or if the CONTRACTOR fails to comply with any other provisions of the contract, CITY OF LODI may terminate this contract for default. Termination shall be effected by serving a notice of termination on the CONTRACTOR setting forth the manner in which the CONTRACTOR is in default. The CONTRACTOR will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by CITY OF LODI that the CONTRACTOR had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or beyond the control of the CONTRACTOR, CITY OF LODI, after setting up a new delivery of performance schedule, may allow the CONTRACTOR to continue work, or treat the termination as a termination for convenience. III. Termination for Cost -Type Contracts: CITY OF LODI may terminate this contract, or any portion of it, by serving a notice of termination on the CONTRACTOR, The notice shall state whether the termination is for convenience of CITY OF LODI or is for the default of the CONTRACTOR. If the termination is for default, the notice shall state the manner in which the CONTRACTOR has failed to perform the requirements of the contract. The CONTRACTOR shall account for any property in its possession paid for from funds received from CITY OF LODI, or property supplied to the CONTRACTOR by CITY OF LODI. If the termination is for default, CITY OF LODI may fix the fee, if the contract provides for a fee, to be paid the CONTRACTOR in proportion to the value, if any, of the work performed up to the time of termination. The CONTRACTOR shall promptly submit its termination claim to CITY OF LODI and the parties shall negotiate the termination settlement to be pald the CONTRACTOR. 11, Government -wide Debarment and Suspension (Mon -procurement) The CONTRACTOR agrees to comply, and assures the compliance of each third party CONTRACTOR and SUBCONTRACTOR at any tier, with Executive Orders Nos. 12549 and 12689, "Debarment and Suspension," 31 U S.C. § 6101 note, Federal Clauuas.doc and U.S. DOT regulations, "Government wide Debarment and Suspension (Non - procurement)," within 49 C.F,R. Part 29, 12, Civil Rights The following requirements apply to the underlying contract Nont;lls(.rimwatign - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U,S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the CONTRACTOR agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the CONTRACTOR agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. II. Ltt�, i F�_rn ic9yn>���it OphyrtU ty - The following equal employment opportunity requirements apply to the underlying contract: Rr�ceCol€�r E;reecLd. National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the CONTRACTOR agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq ., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.G. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The CONTRACTOR agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following; employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the CONTRACTOR agrees to comply with any implementing requirements FTA may issue. Federal Clauses.doc A - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 623 and Federal transit law at 49 U.S.C. § 5332, the CONTRACTOR agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the CONTRACTOR agrees to comply with any implementing requirements FTA may issue. Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the CONTRACTOR agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F,R. Part 1630, pertaining to employment of persons with disabilities. In addition, the CONTRACTOR agrees to comply with any implementing requirements FTA may issue. III. The CONTRACTOR also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. 13. Breaches and Disputes Disputes Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of CITY OF LODI. This deofsion shall be final and conclusive unless within ten (10) days from the date of receipt of its copy, the CONTRACTOR mails or otherwise furnishes a written appeal to CITY OF LODI. In connection with any such appeal, the CONTRACTOR shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of CITY OF LODI shall be binding upon the CONTRACTOR and the CONTRACTOR shall abide be the decision. Performance During Dispute Unless otherwise directed by CITY OF LODI, CONTRACTOR shall continue performance under this Contract while matters in dispute are being resolved. III. Claims for Damages Should either parry to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his Federal Clauses.doc employees, agents or others for whose acts he is legally liable, a claim for damages therefore shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. IV. Remedies Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between CITY OF LODI and the CONTRACTOR arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State of California. V. Rights and Remedies The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by CITY OF LODI Architect or CONTRACTOR shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach there under, except as may be specifically agreed in writing. 14. Disadvantaged Business Enterprise (DBE) This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Enterprises in Department of Transportation Financia! Assistance Programs. For Federal Fiscal Year 2014115 through 2016117, the overall -DBE -goal for City of Lodi FTA assisted contracts is 2,75°/x. However, there is not a contract goal for this project, Contract Assurance The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT -assisted contract, Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as CITY OF LODI deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26,13(b)), Federal Glauses.doc 15. Prompt Payment Pron iol Proweis l",-ommlent tq _3oN;Unlricfclr9 Attention is directed to the provisions in Federal Regulations (49 CFR 26,29) concerning payment to subcontractors. The contractor shall make prompt and regular incremental acceptances of portions, as determined by the CITY OF LODI, of the contract work and shall pay retainage to the prime contractor based on these acceptances. The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than thirty (30) days from the receipt of each payment the prime contractor receives from the CITY OF LODI, Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the City of Lodi. This clause applies to both DBE and non -DBE subcontracts. lronl al Payment of yMIllid d F11110s to Subcontractors The prime contractor agrees to return retainage payments to each subcontractor within thirty (30) days after the subcontractor's work is satisfactorily completed and accepted including incremental acceptances of portions of the contract work by the CITY OF LODI, Federal Regulation (49 CFR 26.29) requires that any delay or postponement of payment from the above referenced time frame may occur only for good cause following whiten approval of the CITY OF LODI, This clause applies to both DBE and non -DBE subcontracts, tv}onlh0rinq and 1=r1kwca unit Violation of the City of Lodi's prompt payment and retainage provisions shall subject the violating prime contractor to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business Professions Code. This requirement shall not -be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the contractor or subcontractor in the event of: a dispute involving late payment or nonpayment by the contractor; deficient subcontractor performance; and/or noncompliance by a subcontractor, This clause applies to both DBE and non -DBE subcontractors. 16. Incorporation of FTA Terms The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions, All contractual provisions required by DOT, as set forth in FTA Circular 4220.1 F, dated November 1, 2008, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA -mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The CONTRACTOR shall not perform any act, fail to perform any act, or refuse to comply with any CITY OF LODI request, which would cause CITY OF LODI to be in violation of the FTA terms and conditions, Federal Cleusea.doc SAMUOrolliSw°w~.RFP CERTIFICATIONS AND FORMS p^''°'~ ^a^° mQoALomptnvMswroppo*nUwnTCERTIFICATION �^°~~°°. `' — ~ "~°^^*~,°,' ^�``"r"' . ~^~ "°— � s*vetwe Kill J if III .'PI no O-P-140i 11-1 XaMw- .." `. ~~,"..^ . ' "°`. , ~^ "°^ r'^. . `,^ .,/" �~' ' "�~"°�^�`°"^ ~.�� �.~ ~�. ~.'�� ��.."~.�P��...� RESOLUTION NO. 2020-268 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE CONTRACT EXTENSION NO. 3 TO THE PROFESSIONAL SERVICES AGREEMENT WITH VALLEY OUTDOOR ADVERTISING, OF LODI, FOR TRANSIT ADVERTISING SERVICES, AT NO COST TO THE CITY WHEREAS, on September 16, 2015, Council authorized a Professional Services Agreement with Valley Outdoor Advertising, of Lodi, for transit advertising services, at no cost to the City; and WHEREAS, on April 15, 2019, the City executed Contract Extension No. 1 to the Professional Services Agreement and executed Contract Extension No. 2 on September 4, 2019; and WHEREAS, over the past five years, the City's revenue from transit advertising services exceeded the guaranteed minimum of $105,000, over the entire term of the contract; and WHEREAS, staff recommends authorizing the City Manager to execute Contract Extension No. 3 to the Professional Services Agreement with Valley Outdoor Advertising, of Lodi, for transit advertising services, at no cost to the City. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute Contract Extension No. 3 to the Professional Services Agreement with Valley Outdoor Advertising, of Lodi, California, for transit advertising services, at no cost to the City, thereby extending the term to September 30, 2021; and BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (adopted 11/6/19, Resolution No. 2019-223), the City Attorney is hereby authorized to make minor revisions to the above -referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary. Dated: November 18, 2020 I hereby certify that Resolution No. 2020-268 was passed and adopted by the City Council of the City of Lodi in a regular meeting held November 18, 2020 by the following vote: AYES: COUNCIL MEMBERS — Chandler, Nakanishi, and Mayor Kuehne NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — Mounce ABSTAIN: COUNCIL MEMBERS — None JENNIFE USMIR City Clerk 2020-268