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HomeMy WebLinkAboutAgenda Report - September 15, 2021 C-08AGENDA ITEM C a. 2 CITY OF LODI z. COUNCIL COMMUNICATION TM AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute a Revenue Sharing Professional Services Agreement with Valley Outdoor Advertising, of Lodi, for Transit Advertising Services and Authorizing Public Works Director to Execute Extensions MEETING DATE: PREPARED BY: September 15, 2021 Public Works Director RECOMMENDED ACTION: Adopt resolution authorizing City Manager to execute a revenue sharing Professional Services Agreement with Valley Outdoor Advertising, of Lodi, for transit advertising services and authorizing Public Works Director to execute extensions. BACKGROUND INFORMATION: Since October 2015, the City of Lodi's Transit Division has contracted out transit advertising services in order to increase revenues for transit operations and capital projects. The contracted services have included the solicitation, selling, contracting, design, installation, administration, and maintenance of advertisements on buses, bus shelters and other transit facilities. Because the current advertising contract with Valley Outdoor Advertising is set to expire September 30, 2021, the Transit division released a Request for Proposals (RFP) for Transit Advertising Services on July 15, 2021. The RFP was advertised in the Lodi.gov bid section, on the Transit web page, on the CalACT procurement website and through direct e-mails to eight known advertising firms. One proposal was received by the August 5, 2021 deadline from Valley Outdoor Advertising. The proposal was deemed responsive, and was evaluated based on several factors including the proposer's qualifications, experience, and proposed revenue generated for the Transit Division. The Transit Division's contractual relationship with Valley Outdoor Advertising over the years has proven to be both advantageous and beneficial, with the Transit Division receiving an average of over $37,000 in annual revenues. The revenue share and minimum guarantee proposed in their new proposal is 35% higher than the previous contract. As shown in the chart below, the first year minimum revenue guarantee is $33,750, and increasing to $45,000 in the second and third years. In the fourth and fifth year, revenues to the City are guaranteed to be no less than $50,000 per year. Staff recommends awarding the Transit Advertising Contract to Valley Outdoor Advertising, effective October 1, 2021. The Agreement includes an initial three-year term with two one-year extension options. Staff recommends authorizing the Public Works Director to execute the extensions, if determined it is in the City's best interest. Stephen—S Ms. \\cvcfilv02\pubwks$\WP\PROJECTS\TRANSIT\Advertising\Lodi RFP 2021\CAward_Advertising 2021 doc 9/3/2021 Adopt Resolution Authorizing City Manager to Execute a Revenue Sharing Professional Services Agreement with Valley Outdoor Advertising, of Lodi, for Transit Advertising Services and Authorizing Public Works Director to Execute Extensions September 15, 2021 Page 2 FISCAL IMPACT: The proposed contract provides revenue for transit operations. FUNDING AVAILABLE: Not applicable. Charles E. Swimley, Jr. Public Works Director Prepared by Georgia Graham, Transportation Manager CES/GG/jb Attachment cc Transportation Manager Fleet Services Supervisor Valley Outdoor Advertising \\cvcfilv02\pubwks$\WP\PROJECTS\TRANSIT\Advertising\Lodi RFP 2021\CAward_Advertising 2021.doc 9/3/2021 Year 1 FY 2021/22 Year 2 FY 2022/23 Year 3 FY 2023/24 Year 4 FY 2024/25 Year 5 FY 20_25/26 Minimum Guarantee $33,750 $45,000 $45,000 $50,000 $50,000 City Revenue Share 43% 43% 44% 45% 46% FISCAL IMPACT: The proposed contract provides revenue for transit operations. FUNDING AVAILABLE: Not applicable. Charles E. Swimley, Jr. Public Works Director Prepared by Georgia Graham, Transportation Manager CES/GG/jb Attachment cc Transportation Manager Fleet Services Supervisor Valley Outdoor Advertising \\cvcfilv02\pubwks$\WP\PROJECTS\TRANSIT\Advertising\Lodi RFP 2021\CAward_Advertising 2021.doc 9/3/2021 AGREEMENT FOR PROFESSIONAL SERVICES ARTICLE 1 PARTIES AND PURPOSE Section 1.1 Parties THIS AGREEMENT is entered into on 20 by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and VALLEY OUTDOOR ADVERTISING (hereinafter "CONTRACTOR"). Section 1.2 Purpose 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 OF SERVICES Section 2.1 Scope of Services 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 Time For Commencement and Completion 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 1 remain in contact with reviewing agencies and make all efforts to review and return all comments. Section 2.3 Meetings CONTRACTOR shall attend meetings as may be set forth in the Scope of Services. Section 2.4 Sta_ _ ffin2 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, 2021 and terminates upon the completion of the Scope of Services or on September 30, 2024, whichever occurs first. Section 2.7 Option to Extend Term of Agreement 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 Coin ;sensation 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 limitation, 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 Auditing CITY reserves the right to periodically 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 MISCELLANEOUS PROVISIONS Section 4.1 Nondiscrimination 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 Compliance 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 Responsibility for Damage 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 No Personal Liability 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 Requirements 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 Successors and Assiqns 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 4.8 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, or three (3) days from 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: Georgia Graham To CONTRACTOR: Valley Outdoor Advertising 1920 Tienda Drive, Suite 203 Lodi, CA 95242 Attn: Mike Georguson Section 4.9 Cooperation of CITY CITY shall cooperate fully and in a timely manner in providing relevant information it has at its disposal relevant to the Scope of Services. E 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 Confidentiality 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 Applicable Law, Jurisdiction, Severability, and Attorney'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 r7 fees from the party who does not prevail as determined by the San Joaquin County Superior Court. Section 4.14 City Business License 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 Captions 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 Terms 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 Severability 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 Ownership of Documents 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 Authority The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement. Section 4.21 Federal Transit Funding Conditions ❑ 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. Section 4.22 Counterparts and Electronic Signatures This Agreement and other documents to be delivered pursuant to this Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will be deemed to constitute one and the same agreement or document, and will be effective when counterparts have been signed by each of the parties and delivered to the other parties. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Delivery of a copy of this Agreement or any other document contemplated hereby, bearing an original manual or electronic signature by facsimile transmission (including a facsimile delivered via the Internet), by electronic mail in "portable document format" (".pdF) or similar format intended to preserve the original graphic and pictorial appearance of a document, or through the use of electronic signature software will have the same effect as physical delivery of the paper document bearing an original signature. 8 IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement as of the date first above written. ATTEST: JENNIFER CUSMIR City Clerk APPROVED AS TO FORM: JANICE D. MAGDICH, City Attorney IN CITY OF LODI, a municipal corporation STEPHEN SCHWABAUER City Manager VALLEY OUTDOOR ADVERTISING By: _ Name Title: MIKE GEORGUSON Owner Attachments: Exhibit A - Scope of Services Exhibit B - Fee Proposal Exhibit C - Insurance Requirements Exhibit D - Federal Transit Funding Conditions (if applicable) Funding Source: (Business Unit & Account No.) Doc ID: CA: Rev.08.2021.elecsign 9 Exhibit A Scope of Services (RFP) Exhibit Al Valley Outdoor Advertising (Scope of Services/Technical Proposal) Exhibit B Compensation Proposal Form Exhibit Bl Estimated Five -Year Cash Flow Exhibit C Insurance Requirement Exhibit 1 SCOPE OF WORK TABLE OF CONTENTS Exhibit A 1. OVERVIEW.................................................................................................................... 3 2. GENERAL REQUIREMENTS........................................................................................ 3 3. SPECIFIC REQUIREMENTS......................................................................................... 4 3.1. Bus Advertisement Location................................................................................... 4 3.2. Transit Facilities/Shelters........................................................................................ 4 3.3. Advertisement Material and Appearance............................................................... 4 3.4. Advertisement Dimensions..................................................................................... 5 3.5. Continuous Advertisement...................................................................................... 7 3.6. Restoration............................................................................................................... 7 3.7. Fleet Size.................................................................................................................. 7 3.8. No Route Specific Advertisements......................................................................... 7 3.9. Self-Promotion......................................................................................................... 7 3.10. Advertisement Placement........................................................................................ 7 3.11. Defaced or Damaged Advertisements.................................................................... 8 3.12. Advertisement Limitations and Review.................................................................. 8 3.13. Transit Property Locations and Contractor Ingress & Egress .............................. 8 3.14. Contractor's Work on CITY Property...................................................................... 9 3.15. Employee Conduct................................................................................................... 9 4. CONTRACTOR RESPONSIBILITIES...........................................................................10 5. CITY RIGHTS AND RESPONSIBILITIES.....................................................................12 6. ASSESSMENT FOR NON-COMPLIANCE...................................................................12 7. PAYMENT.....................................................................................................................12 8. CHANGES IN SCOPE..................................................................................................13 Bus and Transit Amenity Advertisements RFP 2021-02 Exhibit 1 — Scope of Work 1 Exhibit 1 - SCOPE OF WORK 1. OVERVIEW This Scope of Work is designed to provide all parties involved information regarding the use of CITY vehicles and passenger shelters for advertising and marketing. CITY considers this Scope of Work as the information needed for proposing Contractors to present their qualifications, and as the information needed for CITY and the successful Contractor to discuss in detail the actual work to be performed as a result of this solicitation. The Scope of Work may be refined, edited, modified, expanded, reduced, and otherwise changed through the negotiation process between CITY and the successful Contractor to ensure that the final work to be performed is in the best interest of CITY. CITY must approve all such changes. This Scope of Work shall serve as the basis for subsequent negotiations between CITY and the successful Contractor to whom the program is awarded. CITY wishes to contract with an agency that utilizes a revenue -share model wherein a percentage of the gross sales are shared with CITY. This is an industry -proven model for conducting business and is the most mutually beneficial. CITY intends for the selected agency to act as the sole agent regarding solicitation of advertisers, selling and contracting to advertisers, marketing, negotiation, design, installation, and maintenance and administration of advertisements. The selected agency will be responsible for all costs incurred while conducting business (CITY will bear 0% of the cost). CITY reserves the right to make changes in the location, time availability, and size of all vehicles. Please note that in order to provide quality service to our passengers, vehicles may not be able to operate on specific routes during all operating times; therefore, advertisements shall not be route specific. Passenger shelters will be available for installation of advertisements at all times; however, in order to continue transit service, vehicles will only be available for installation and maintenance during nights and weekends. The Contractor shall contact CITY staff prior to working on vehicles or passenger shelters in order to coordinate and schedule all work. The Contractor will be responsible for all actions of the Contractor's employees while they are on CITY property or passenger shelter location and be subject to CITY security procedures. Contracts with advertisers will be provided to CITY for record-keeping purposes. CITY will maintain an exclusive relationship with the selected agency. No other advertising agencies will be solicited for service during the term of the contract. The selected firm must have proven experience in the field of advertising and as such be able to provide at least three references with their proposal. 2. GENERAL REQUIREMENTS 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. Bus and Transit Amenity Advertisements RFP 2021-02 Exhibit 1 — Scope of Work 3 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, at no cost, 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. The Contractor shall employ its best efforts to develop and make sales of advertising space and shall operate an office facility and work force capable of ensuring 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. 3. SPECIFIC REQUIREMENTS 3.1. Bus Advertisement Location Advertising will be permitted on the exterior left, right and rear sides of buses in configuration sizes as specified in Exhibit 1 Attachment 1: Transit Vehicle List. 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 for bus exteriors, or on interior bus bulkhead paneling. Once approved by CITY, these locations will become the standard locations for ad placement on transit property through the term of the agreement. 3.2. Transit Facilities/Shelters Proposed advertisement revenue for the CITY's eleven (11) bus shelters should be included in Form 2 — Compensation Proposal Form. A location exhibit and detailed spec sheet, including exact dimensions and advertisement panel layout, is available as Exhibit 1 Attachment 2: Advertisement Panel Location & Specs. 3.3. 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: Bus and Transit Amenity Advertisements RFP 2021-02 Exhibit 1 — Scope of Work 4 I. Shall be free from wrinkles, blisters or similar defects II. Shall be "squared" to the vehicle contour lines III. Shall present a sharp and clear appearance IV. In the case of half or tail wraps, the ad shall NOT continue around the corner onto an advertised side. The half and tail wrap advertisement must be invisible to other sides of the coach 3.4. 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 Attachment 1: Transit Vehicle List. 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 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. (CONTINUED ON NEXT PAGE) Bus and Transit Amenity Advertisements RFP 2021-02 Exhibit 1 — Scope of Work 5 Standard Dimensions Table 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 84" Traditional Tail 21" x 70" Full Back 81" x 84" I Interior Panels (6 per bus) Headliner Interior Panels 11" X 17" Bus Shelters Shelter advertisement display (x2 per shelter) 48" x 70" 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. Bus and Transit Amenity Advertisements RFP 2021-02 Exhibit 1 — Scope of Work 6 3.5. 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. 3.6. 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. 3.7. 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 Attachment 1. CITY reserves the right to make available additional vehicles, such as its cutaways, for advertisement at any time. 3.8. 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. 3.9. Self -Promotion The Contractor will not be allowed to engage in unpaid self -promotion without prior written approval from CITY. 3.10. 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 Bus and Transit Amenity Advertisements RFP 2021-02 Exhibit 1 — Scope of Work 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. II. Vinyl shall not be placed over any body moldings. Vinyl applied over body panel seams shall be sliced and tucked into those seams. III. Vinyl smaller than the allocated area shall be centered in the allocated area. IV. Vinyl shall not be placed within one (1) inch of CITY's name or its logo. 3.11. Defaced or Damaged Advertisements The Contractor shall develop and implement a fully staffed maintenance, cleaning, repair or replacement program plus a Quality Control Program that ensures 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 48 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, and to make other repairs as necessary to vinyls 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. 3.12. Advertisement Limitations and Review 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 Exhibit 1 Attachment 3. 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 Exhibit 1 Attachment 1. 3.13. Transit Property Locations and Contractor Ingress & Egress 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 (MSC), 1331 S. Ham Lane, Lodi, California. The bus shelters are located throughout CITY. Bus and Transit Amenity Advertisements RFP 2021-02 Exhibit 1 — Scope of Work 8 Contractor shall check-in before entering and check-out upon leaving CITY property with the appropriate personnel and on -duty fleet maintenance supervisor. Contractor shall provide reflective safety vests and company identification badges for its employees to be worn at all times 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 MSC 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. Installation dates and times of advertising media shall be mutually coordinated with Fleet and Transit availability. 3.14. Contractor's Work on CITY 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. 3.15. Employee 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 measures, CITY may deem the Contractor in breach of its obligations under the Agreement. Contractor further covenants and agrees that in the exercise Bus and Transit Amenity Advertisements RFP 2021-02 Exhibit 1 — Scope of Work 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. 4. CONTRACTOR RESPONSIBILITIES a. The Contractor shall maintain a comprehensive sales plan, and shall aggressively market their program to advance the sale of advertising space. A copy of the sales plan shall be provided to the City. b. A single representative shall be designated as the point of contact to answer any inquiries, resolve any issues and be the general liaison for any business between the City and the advertiser. Said person must be accessible during regular business hours and must provide two telephone numbers for contact. C. Contractor's representative shall be responsible for submitting all proposed advertising to City for review, approval and/or disapproval. This review and subsequent feedback shall take place within ten (10) business days after receipt unless extenuating circumstances prevail. d. The Contractor is responsible for the cost associated with preparation and delivery of advertisements (may be passed to the client). The Contractor shall coordinate the installation, removal, and maintenance of exterior and interior advertising with transit staff. The ultimate responsibility for tracking the fleet rests with the Contractor. CITY, by necessity, must retain the ability to move vehicles to accommodate passengers' needs and maintenance requirements, and cannot assign vehicles for advertising purposes. Any advertisements used must be weather -appropriate and able to withstand heavy winds, rain, hail, and prolonged sun exposure, so that installations that are displayed for long periods of time will not negatively affect the image of CITY; g. The Contractor shall reimburse the City for the cost of repairs to return all vehicles to original state and condition when wraps/signage comes off. Any damages and/or repainting shall be paid by the Contractor. The Contractor has the right at all times during the term of the agreement, following reasonable advance written notice, to the removal, change of location, modification or refurbishment of any or all advertising. No advertising, once approved by the City, may be removed by the City without advance written approval. Bus and Transit Amenity Advertisements RFP 2021-02 Exhibit 1 — Scope of Work 10 Contractor shall not self -promote on any transit property without express written consent from the City. The Contractor shall establish all rates and charges for the rental of advertising space on transit property and facilities and must provide a copy of its rate sheet to the CITY. k. The Contractor shall maintain, separately, all sales and financial records relating to each account of the revenue -advertising program. The Contractor shall maintain accurate sales report, providing a copy of each contract. Monthly reports will be required of the Contractor featuring gross billing and net billings, display types, total space available, total space sold, and total space traded or bartered. Inventory reports will also be required monthly. These reports shall be provided in conjunction with the monthly payments tendered by the Contractor to the CITY. m. The Contractor shall be responsible for services that are in strict compliance with all applicable laws and statutes of the United States, the State of California, ordinances, regulations or resolutions of the CITY. The Contractor shall furnish the City with copies of all signed contracts and correspondence (including changes in price, lengths of contracts and cancellation notices) within a month of their execution and prior to the advertising being installed. o. The Contractor shall not pursue advertisements which fail to meet the City's advertising policy (Exhibit 1 Attachment 3: Lodi Transit Advertising Policy). The Contractor must ensure that advertisements are in good condition at all times. In particular, the Contractor will be required to remove/repair any advertisements that have been graffitied/defaced within 48 hours of being reported by CITY; q. Contractor shall ensure all advertising be installed in a neat and professional manner. Any material extended over the windows of buses must be transparent from the inside, allowing passengers to see out; S. The Contractor must receive written approval from CITY prior to removing any existing logos, vinyl, or demarcations. The Contractor is responsible for any damages caused by the installation or removal of advertisements or advertising materials. The Contractor shall reimburse CITY for any damages to CITY property caused by the Contractor; The Contractor must remove all dated advertising materials within five (5) calendar days from date of expiration. Dated materials refers to advertising materials that are relevant to a specific time period or relevant to an event that has been completed; Bus and Transit Amenity Advertisements RFP 2021-02 Exhibit 1 — Scope of Work 11 U_ Costs for the repair or replacement of advertising media must be covered by the proposing Contractor; v Advertisements must be aesthetically -sound and community appropriate. In this spirit, final approval of advertisers and advertisements must be granted to CITY. CITY must be granted the right of refusal before a contract is engaged vvith any and all advertisers; W. CITY will look to the successful Contractor, after award of the program, to make suggestions, offer options, and to be well prepared and knowledgeable about the needs of the City to fully support CITY in planning and development of the program elements throughout the program. 5. CITY RIGHTS AND RESPONSIBILITIES All installation, unless otherwise arranged, shall be scheduled through the Transportation Manager in conjunction with appropriate City maintenance staff. 2. CITY reserves the right to make changes in location, time availability, and size of all vehicles. 3. CITY reserves the right to increase or decrease the hours of operation and the number and frequency of routes at any time during the contract term. The number of vehicles in the fleet may be modified as needed by CITY. 4. The City shall approve all advertising, exhibit material, announcements, or any other communications displayed and/or exhibited on its transit property, according to the Lodi Transit Advertising Policy (Exhibit 1 Attachment 3: Lodi Transit Advertising Policy). 5. The City reserves the right to use, without charge, unsold available advertising space for the promotion of its transit service. A minimum of three (3) interior bus signs per bus may be used by the City for its own use. The Contractor shall place and remove the City's advertisements without charge. The City will be responsible for the production costs of any advertising signs used for the City. 6. ASSESSMENT 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. 7. PAYMENT Contractor shall make monthly payments to CITY. 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 Bus and Transit Amenity Advertisements RFP 2021-02 Exhibit 1 — Scope of Work 12 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, as permitted by 'Proposal Compensation' section in RFP section 2.1.5. 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. 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: City of Lodi Transit Division - Public Works Department P.O. Box 3006 Lodi, California 95241-1910 8. CHANGES IN SCOPE 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. Bus and Transit Amenity Advertisements RFP 2021-02 Exhibit 1 — Scope of Work 13 Exhibit Al 4.Technical Proposal Valley Outdoor Advertising has been utilizing a revenue sharing plan with the CITY for almost 6 years. VOA has maximized revenue by using primarily local subcontractors, allowing us to control our costs. We have paid revenue to the CITY based on the gross proceeds and have not separated out the cost of artwork, production and installation from those proceeds. We have considered separating out the costs, but have found that the local advertiser is comfortable with a bottom line number. Valley Outdoor Advertising is the sole agent of: • soliciting advertisers • selling and contracting to advertisers • handling marketing negotiation • managing design and installation of advertisements • maintenance and administration of advertisements • CITY bears 0% of cost A. Detailed Work Plan Valley Outdoor Advertising will continue to maximize revenue through a comprehensive sales strategy that will focus on three separate types of advertisers: • Local Sales - Direct sales targeted to small and medium size Lodi businesses. Goal 80% - 90% of revenue. • San Joaquin County Sales - Direct sales efforts targeting Advertising Agencies, Stockton and San Joaquin County businesses. Goal 10% - 20% 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 its proximity to larger towns, the majority of our sales have come from local businesses. This is our preferred customer for a number of reasons, most specifically Lodi businesses pay local taxes and feedback from the advertising is direct and measurable. Small and medium sized Lodi businesses are very careful where they spend their advertising dollars and business owners will continue to use Lodi Transit Ads as long as they are impactful. We have been able to retain a number of the same businesses on the transit ads throughout the 6 years that the CITY has operated the Transit Advertising Program. Both Bus Shelters and Bus Advertisements will continue to be competitively priced to allow local businesses to grow alongside the growth of the Lodi Transit Ads. Valley Outdoor Advertising - Grapeline RFP #2021-02 - Page 12 VOA has cultivated very good relationships with many of the businesses that are not presently using Transit Ads in Lodi, but may be in the foreseeable future. We are also involved in many local organizations and have utilized those relationships to expand sales. 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 modes of advertisement. Lodi has embraced the bus advertisements but have been slower to utilize the bus shelters. We have had a steady stream of clients try the bus shelters for short periods of time and for limited campaigns, but few have used them consistently. We believe the combination of bus ads, bus shelter ads and billboards, along with the continual reduction in newspaper coverage, no local radio or television ads, mixed results utilizing the internet and a shortage of billboards will help strengthen this medium. Below are a few of our local advertisers. Danz Jewelers Tokay Heating & Air Fiesta Insurance Vineyard Flooring Classic Design b) Regional Sales California Urgent Care City of Lodi Electric City of Lodi Water Lodi Montessori Doors Plus A&W Baskin Robbins Headwaters Kayak Lodi is fairly isolated when it comes to advertising businesses. However, Lodi is considered part of the Sacramento Region for California Ads. Stockton businesses are also trying to find ways to increase their business share in the Lodi region and we are in a strong position to offer them exposure in Lodi. VOA has approached many regional advertisers such as San Joaquin Solid Waste and Bank of Stockton but have not had measurable results due to limited budgets. We are presently being considered for next years budget for Prime Time Ventures, Reach Public Health Advocates, Cricket Wireless and Head Start of San Joaquin. We have intentionally avoided marijuana and alcohol ads including wineries although we have been approached by them. c) National Sales VOA has actively pursued and been rewarded with National advertising account relationships. McDonalds is an example of a national firm that advertises with us on a seasonal basis. In our experience, most national ads are short term and they are slow to pay. For that reason, we will continue to pursue national sales on a limited basis. 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, New York City and Dallas that hopefully will resume again this fall. Valley Outdoor Advertising - Grapeline RFP #2021-02 - Page 13 B. Quality Control Program VOA has provided all management of the advertising on the Lodi Transit system. We strive to minimize the impact the installation has on bus shelters and buses. The timing of putting the vinyls on the buses is completely at the discretion of the transit yard and we try to be as fluid as possible to work with their schedule. Ron's Window Tinting has been installing vinyls on vehicles and buildings for over 25 years and has created a good rapport with the transit yard. a) Record Keeping, Reporting and Payments VOA will continue to provide accurate contract administration necessary to fulfill the scope of the RFP agreement as outlined. VOA maintains records of installation, removal and certificates of audit for each display. All pertinent information is recorded, including advertiser contract terms, and will keep the CITY informed of the condition of the bus or shelter upon installation and removal. Each advertiser is provided a posting and production report with photographs of the installed advertisement. b) Sales and Financial Reporting Each month VOA provides a detailed sales report showing all billing accounts displayed by the Grapevine Transit. The monthly report will include current advertisers, gross billings and net revenue to the CITY. c) Installation and Maintenance Procedures 1) VOA uses a 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. A transit vehicle lives a hard life. A lower quality vinyl wrap peels at the edges more quickly, has less color vibrancy, and is more difficult to install and remove. The results are unattractive buses, unhappy advertisers and, potentially, added risk of damage to the bus due to the temporary nature of the product. Because we control the printing and installation process, we can control the quality. The combination of a subcontractor both printing and installing the material means that if there is a problem, it is very easy to determine who is at fault and who is responsible for resolving the issue. The subcontractor has an inherent interest in doing the job right the first time. This is especially so since the owner of the company is the person who installs the vinyl. There have been major improvements in the types of vinyl installed on buses. Five years ago, most bus ads were in frames and easily switched. Today, all bus ads are vinyl imprints, which allow for more flexibility and better usage of space. We are presently using 3M Easy Release Valley Outdoor Advertising - Grapeline RFP #2021-02 - Page 14 vinyl that lasts up to 3 years and as the name implies, are easily removed from the buses. We still continue to change out the signs on an annual basis or less, but there is no marked degradation on the advertising for much longer periods due to adverse weather and road conditions. For bus 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 view the shelters and buses daily, on an informal and formal basis. There has been quite a bit of vandalism and graffiti to the bus shelters and we have tried to drive the shelters at least once a week. We have replaced a number of the broken glass displays with plastic displays at our expense. 2) 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 successfully complete an advertising cycle, 3) Maintaining Advertising Inventory VOA maintains an up-to-date inventory record showing the current number of buses and shelters available as well as the specific products that are displayed on each transit ad. The advertising inventory record will include the effective contract dates for each display including the expiration date for each contract. 4) Installation Scheduling The City of Lodi as well as the Grape Line already have important functions. VOA has strived to minimize the impact of the installation and removal of advertisements, We work closely with the Grape Line to schedule bus installations and the best time to install ads at bus shelters. C. Creative Ideas and Incentives VOA is uniquely qualified to bring maximum return on Transit Ads in the City of Lodi. Since we initially launched the Grapevine ads, we have seen a growth in the market that is reflected in the growth of the community We are the only full-time, fully committed advertiser in Lodi who specializes in the Lodi market and the Lodi brand. We make no apologies for being the home team and we continue to take advantage of our contacts that we have made throughout the San Joaquin Valley. We are able to meet the needs of our customers by offering Transit Ads and billboards in a single campaign, allowing them to expand their marketing reach and still balance their budgets. We presently have 5 clients who are using both billboards and transit ads in Lodi (City of Lodi Water, City of Lodi Electric Utility, Fiesta Insurance, California Urgent Care, andTokay Heating & Air). Valley Outdoor Advertising - Grapeline RFP #2021-02 - Page 15 The donation of some of our small billboards has been an effective tool to introduce transit ads to existing customers.VOA is presently working with A&W on a new marketing campaign. Peter Knight, the owner of A&W, has been a business associate of VOA's for a number of years, but has been hesitant to advertise on the transit ads. We recently convinced him to buy 3 Bus Tail ads for his restaurant and we are going to bonus him 2 6'x12' signs located in Lodi and Woodbridge. We are confident that he will become a long term client and we are encouraging him to look at the Bus Shelters for his next campaign. Recently we added a 14'x 48' electronic sign located on Highway 99 between Moraga Way and 8 Mile Road to our marketing mix. This has given us another avenue to expand our clients' advertising exposure. Sanborn Chevrolet, Michael David Winery and High Water Brewery are some of our clients advertising on the sign and we have proposals to expand their business to include transit in Lodi. (We are cognizant that we cannot place Michael David Winery on transit). VOA also has a great relationship with many of the decisionmakers in Lodi and throughout the county, which has afforded us an opportunity to influence our new clients' advertising directions. Last year, we were approached by Rich Patane, the owner The Oxford, to help him navigate through some of the City's requirements to open his restaurant. Pat Patrick from the Chamber of Commerce, 2 of our city council members and the city staff helped him to overcome some of the setbacks he was facing (it should be noted that these setbacks were primarily of his own doing). Plans are to launch his new restaurant with a 2 Star Michelin Chef in Lodi this fall. Rich has benefitted from VOA's sphere of influence and hopes to advertise on transit this fall. Another creative idea was the use of city space to expand our advertisers needs. The City of Lodi Electric has had ongoing campaigns involving CARE,Covid Incentives and the Utility Debt Relief Program. We were able to expand their advertising reach on a limited budget by placing ads inside and outside of the buses, on bus shelters and billboards and by donating 3 4' x 8' signs that are strategically placed on City of Lodi property. Valley Outdoor Advertising - Grapeline RFP #2021-02 - Page 16 D. Proposed Rates 2021 Commuter Rate Card City of Lodi Grapeline 'Ad Type 1 Month *6 Months **12 Months Traditional King 30" x 104" $450 $2565 $4860 Driver Side Half wrap 40" x 312" $800 $4560 $8640 Traditional Queen 22" x 64" $300 $1710 $3240 Curbside Half Wrap 32'x 300" $525 $2993 $5670 Half Tail 34"x 84" $400 $2280 $4560 Traditional Tail 21"x 70" $300 $1710 $3240 Full Back 81"x 84" $400 $2280 $4560 Interior Panels 11"x 17" $180 $1026 $1944 Shelter Advertisement 48"x 70" $250 $1425 $2700 * 5% discount for a 6 month contract. **10% discount for a 1 year contract. 2022 Commuter Rate Card City of Lodi Grapeline Ad Type 1 Month i 6 Months 12 Months Traditional King 30" x 104" $475 $2675 $5040 Driver Side Half wrap 40" x 312" $840 $4788 $9072 ,Traditional Queen 22" x 64" $315 $1795 $3402 Curbside Half Wrap 32'x 300" $551 $3141 $5950 Half Tail 34"x 84" $420 $2394 $4536 Traditional Tail 21"x 70" $315 $1795 $3402 Full Back 81"x 84" $420 $2394 $4536 Interior Panels 11"x 17" $190 $1083 $2052 Shelter Advertisement 48"x 70" $263 $1499 $2840 * 5% discount for a 6 month contract. **10% discount for a 1 year contract. Rates will be adjusted 5% per year each year of the contract. Local advertisers are very cost sensitive so we expect to outreach further into the community for new advertisers Valley Outdoor Advertising - Grapeline RFP 42021-02 - Page 17 E. Conformance to the RFP VOA can say with confidence that we will meet all of the terms and requirements of the RFP as set forth by the CITY. F. Proposal information that the contractor considers proprietary VOA feels that the financial records are proprietary. We also believe that our client list and the leads we have mentioned for future business should not be shared. Valley Outdoor Advertising - Grapeline RFP #2021-02 - Page 18 Exhibit B 5. Proposal Compensation A. Revenue -Share Percentage & B. Minimum Guarantee Compensation Proposal Form Transit Advertising Services Year 1 Year 2 Year 3 Year 4 Year 5 FY 2021-22 FY 2022-23 FY 2023-24 FY 2024-25 FY 2025-26 Minimum Guarantee $33,750 $45000 $45000 $50000 $50000 Revenue Share 43% 43% 44% 45% 46% Note- For FY 21/22 it is from the time of contract award to June 30-2022. SIGNED: The undersigned certify that we sign this Price Proposal Form with full and proper authorization to do so. Valley Outdoor Advertising Company ,N�aDme Nnen Mike Georciuson.Owner Signature, Printed Name, and Title Valley Outdoor Advertising - Grapeline RFP #2021-02 -Page 19 Estimated Five Year City Of Lodi Cash Flow Year 1 * Year 2 Year 3 Year 4 Busses: King Ads 5% annual increase Avg. Annual Occupancy Rate King Queen Ads 5% annual increase Avg. Annual Occupancy Rate Queen Tail Ads 5% Annual Increase Avg. Annual Occupancy Rate Tail Headliners 5% annual increase Avg. Annual Occupancy Rate Tail Bus Shelters (11 shelters)** Avg. Annual Occupancy Shelters Gross Revenue ActnRevenu- Exhibit B1 Year 5 $32,400 $30,618 $32,149 $37,507 $39,382 100% 90% 90% 100% 100% $21,600 $20,412 $21,433 $25,005 $26,255 100% 90% 90% 100% 100% $21,600 $22,680 $23,814 $25,005 $26,255 100% 100% 100% 100% 100% $2,160 $2,268 $2,381 $2,500 $2,625 100% 100% 100% 100% 100% $26,400 $34,650 $43,659 $53,482 $60,168 40% 50% 60% 70% 75% $104,160 $110,628 $123,436 $143,499 $154,685 43% 43%1 M 44%j 45% i *Oct 1, 2021 -June 30, 2022 - 75% of $45000 **Assumes all Bus Shelters are in working order Valley Outdoor Advertising - Grapeline RFP #2021-02 - Page 20 Exhibit C r Ji NOTE: The City of Lodi is now using the online insurance program PINS Advantage. Once you have been awarded a contract you will receive an email from the City's online insurance program requesting you to forward the email to your insurance provider(s) to submit the required insurance documentation electronically Insurance Requirements for Most Contracts Not construction or reguiring i3rofessional liability) Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto or if Contractor has no owned autos, then hired, and non - owned autos with limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. Other Insurance Provisions: (a) Additional_N_amed Insured Status The City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers are to be covered as additional insureds on the CGL and auto policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used (b) Primary and Non -Contributory insurance Endorsement The limits of insurance coverage required may be satisfied by a combination of primary and umbrella or excess insurance. For any claims related to this contract, the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it (c) Waiver of Subrogation Contractor hereby grants to City of Lodi a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Lodi by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Lodi -has received a waiver of subrogation endorsement from the insurer NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) and (c) above: 221 West Pine Street, Lodi, California, 95240; (2) The insurance certificate must state, on its face or as an endorsement, a description of thero dect that it is insuring. (d) Severability of Interest Clause The term "insured" is used severally and not collectively, but the inclusion herein of more than one insured shall not operate to increase the limit of the company's liability under the Contractors commercial general liability and automobile liability policies (e) Notice of Cancellation or Change in Coverage Endorsement This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA 95240. Page 1 1 of pages Risk: rev. 3/1/2018 (f) Continuity of Coverage All policies shall be in effect on or before the first day of the Term of this Agreement. At least thirty (30) days prior to the expiration of each insurance policy, Contractor shall furnish a certificate(s) showing that a new or extended policy has been obtained which meets the minimum requirements of this Agreement. Contractor shall provide proof of continuing insurance on at least an annual basis during the Term. If Contractor's insurance lapses or is discontinued for any reason, Contractor shall immediately notify the City and immediately obtain replacement insurance. Contractor agrees and stipulates that any insurance coverage provided to the City of Lodi shall provide for a claims period following termination of coverage which is at least consistent with the claims period or statutes of limitations found in the California Tort Claims Act (California Government Code Section 810 et seq.). (g) Failure to Comply If Contractor fails or refuses to obtain and maintain the required insurance, or fails to provide proof of coverage, the City may obtain the insurance Contractor shall reimburse the City for premiums paid, with interest on the premium paid by the City at the maximum allowable legal rate then in effect in California The City shall notify Contractor of such payment of premiums within thirty (30) days of payment stating the amount paid, the name(s) of the insurer(s), and rate of interest. Contractor shall pay such reimbursement and interest on the first (1st) day of the month following the City's notice. Notwithstanding any other provision of this Agreement, if Contractor fails or refuses to obtain or maintain insurance as required by this agreement, or fails to provide proof of insurance, the City may terminate this Agreement upon such breach. Upon such termination, Contractor shall immediately cease use of the Site or facilities and commence and diligently pursue the removal of any and all of its personal property from the site or facilities. (h) Verification of Covera e Consultant shall furnish the City with a copy of the policy declaration and endorsement page(s), original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Failure to exercise this right shall not constitute a waiver of the City's right to exercise after the effective date. (i) Self -Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. Q) Insurance Limits The limits of insurance described herein shall not limit the liability of the Contractor and Contractor's officers, employees, agents, representatives or subcontractors. Contractor's obligation to defend, indemnify and hold the City and its officers, officials, employees, agents and volunteers harmless under the provisions of this paragraph is not limited to or restricted by any requirement in the Agreement for Contractor to procure and maintain a policy of insurance. (k) Subcontractors Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors (1) Qualified Insurer(s) All insurance required by the terms of this 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. Non -admitted surplus lines carriers may be accepted provided they are included on the most recent list of California eligible surplus lines insurers (LESLI list) and otherwise meet City requirements. Page 2 1 of 2 pages I Risk: rev. 3/1/2018 RESOLUTION NO. 2021-257 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE A REVENUE SHARING PROFESSIONAL SERVICES AGREEMENT WITH VALLEY OUTDOOR ADVERTISING, OF LODI, FOR TRANSIT ADVERTISING SERVICES; AND FURTHER AUTHORIZING THE PUBLIC WORKS DIRECTOR TO EXECUTE EXTENSIONS WHEREAS, transit advertising projects; and since October 2015, the City of Lodi's Transit Division has contracted out services in order to increase revenues for transit operations and capital WHEREAS, the contracted services have included the solicitation, selling, contracting, design, installation, administration, and maintenance of advertisements on buses, bus shelters and other transit facilities; and WHEREAS, the current advertising contract with Valley Outdoor Advertising is set to expire September 30, 2021, and the Transit Division released a Request for Proposals (RFP) for Transit Advertising Services. One proposal was received by the deadline from Valley Outdoor Advertising; and WHEREAS, staff recommends authorizing the City Manager to execute a revenue sharing Professional Services Agreement with Valley Outdoor Advertising, of Lodi, for transit advertising services and authorizing the Public Works Director to execute extensions. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute a revenue sharing Professional Services Agreement with Valley Outdoor Advertising, of Lodi, California, for transit advertising services; and BE IT FURTHER RESOLVED that the Lodi City Council does hereby authorize the Public Works Director to execute extensions; and BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (Res. 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: September 15, 2021 I hereby certify that Resolution No. 2021-257 was passed and adopted by the City Council of the City of Lodi in a regular meeting held September 15, 2021, by the following vote: AYES: COUNCIL MEMBERS — Chandler, Hothi, Khan, Kuehne, and Mayor Nakanishi NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — None ABSTAIN: COUNCIL MEMBERS — None JENNIFER USMIR City Clerk 2021-257