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CONTRACT 3500 License Agreement3500, LICENSE AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND VIACOM OUTDOOR THIS LICENSE is made and executed this 2 day of August , 20Qu, between CITY OF El SEGUNDO, a municipal corporation ( "CITY "), and VIACOM OUTDOOR INC., a Delaware corporation ( "Licensee "). 1. RECITALS. This License is made with reference to the following facts and objectives: A. CITY believes that it is in the public interest to provide citizens using public transportation with bus shelters in various places within CITY's boundaries. B. In light of other capital improvement projects that are competing for limited public monies, CITY is not yet prepared to pay for the cost of constructing such bus shelters. C. LICENSEE is a corporation which, among other things, facilitates commercial advertising through various methods including placing advertising on bus shelters. D. LICENSEE already maintains bus shelters in and for the City pursuant to an agreement being replaced by this Agreement and has expressed its willingness to pay for installing, repairing, and maintaining bus shelters in public rights -of -way identified by CITY in return for CITY allowing LICENSEE to place advertising on such bus shelters. E. LICENSEE understands and agrees that CITY may, at some indeterminate time, replace these bus shelters with substitute bus shelters or remove such shelters altogether pursuant to Sections 6 and 9. 2. LICENSE; DESCRIPTION OF PROPERTY. CITY licenses LICENSEE to use, on the terms and conditions hereinafter set forth, portions of real property identified in attached Exhibit "A" ( "Property ") upon which bus shelters owned and maintained by Licensee already exist. CITY'S action is not, and should not be construed to be, a conveyance of a property interest or a lease; it is a license to use property only. Page 1 of 13 35 00 Accordingly, LICENSEE will not obtain a permanent or possessory interest in the Property based upon this License or any use of the Property by LICENSEE and LICENSEE will not make such a claim. 3. USE OF PROPERTY. Subject to the provisions of this License, LICENSEE may use the Property and the bus shelters located thereon for commercial advertising. As set forth below, such advertising will conform to the requirements set forth in this License and be placed on bus shelters constructed by LICENSEE for public use. CITY does not authorize LICENSEE to use the Property for any other purpose. 4. TERM. Although terms and conditions contained in this License will become effective upon execution, and except as provided in Section 9, the term of this License will be for five (5) years as specified in Section 5. Upon mutual agreement between the parties at least sixty (60) days before expiration of the initial term, this License may be renewed for an additional five (5) years. 5. PAYMENT. A. The five (5) year term will start when LICENSEE installs new shelters at half of the mutually agreed locations. Notwithstanding the foregoing, the term will not begin later than 180 days after LICENSEE receives written approval from CITY's Project Manager of all mutually agreeable approved shelter designs and specific site plan layout locations. B. LICENSEE will also pay CITY 22.5% percent of LICENSEE's gross advertising revenues from the bus shelters ( "the percentage of gross revenues ". Gross revenue is defined to include receipts on advertising less agency commissions, sales commission and property and sales tax) as follows: i. At the end of the every year of the initial term, or upon earlier termination, LICENSEE will pay CITY the percentage of gross revenues for that year. Payments to CITY on a quarterly or annual basis will be based on the Calendar year C. In making each payment to CITY, LICENSEE will include a statement explaining the basis on which the payment was calculated. For the guaranteed Page 2 of 13 3500, minimum fees, LICENSEE will state the number of bus shelters and their locations. For the percentage of gross revenues, LICENSEE will state the gross revenues for the quarterly period from each bus shelter, identifying each bus shelter by location. 6. LICENSEE'S RESPONSIBILITIES. In return for CITY's permission to use the Property as specified in this License, LICENSEE will do the following: A. Pursuant to the provisions of this License, and at its own cost, LICENSEE will install one bus shelter at each of the four ( "4 ") bus stops identified on Exhibit "B". LICENSEE may, with CITY's prior permission, substitute one location for another. LICENSEE may also install additional bus shelters at locations approved by CITY. Before installing any bus shelter on the Property, LICENSEE will take photographs and /or videotape the proposed location of the bus shelter. ii. CITY will use its best efforts to assist LICENSEE to expedite design review and plan check review for each shelter approval. B. All bus shelters will be constructed according to designs approved by CITY pursuant to the terms of this Agreement. No bus shelter may have more than two advertising panels with dimensions of four feet in width and six feet in height. Additional minimum requirements for bus shelters are attached as Exhibit "C" to this License. C. LICENSEE will place one trash receptacle at each bus shelter, if one is not already there; LICENSEE agrees to place one additional trash receptacles at designated bus shelters upon CITY's direction. LICENSEE agrees not to place any advertising on such trash receptacles. Any trash receptacle that is irreparably damaged will be replaced by Licensee within 24 hours of CITY's notification. D. Except as restricted by this License, LICENSEE will ensure that each bus shelter is illuminated in accordance with CITY's policies, codes, and regulations. LICENSEE will pay for all utility costs for providing illumination. LICENSEE Page 3 of 13 3500. agrees to use solar powered lighting when practicable. i. Upon a showing of good cause by LICENSEE, CITY may, in its sole discretion, waive illumination requirements. E. LICENSEE will repair, operate, and maintain all bus shelters as follows: Each bus shelter will be cleaned by LICENSEE as needed, but at least twice a week. Cleaning will include, without limitation, sweeping, cleaning, refuse collection, graffiti removal, and removing all debris on public property within a 20 foot radius of each bus shelter. ii. LICENSEE will make any needed repairs or minor maintenance when needed, but at least once a week. iii. LICENSEE will remove graffiti (or repairing other, similar, defacement) within 24 hours of being notified by CITY. iv. LICENSEE will steam clean each bus shelter as needed, but at least once a month. V. If necessary, LICENSEE agrees to remove any irreparably damaged bus shelter within eight hours of CITY's notification and replace that bus shelter within five days of its removal. vi. LICENSEE agrees to repair or replace a bus shelter reasonably deemed by CITY to be a hazard to public health or safety within eight hours, including weekends and holidays, of being notified by CITY. vii. LICENSEE will clean or repair any specific bus shelter on the Property within 24 hours of CITY's notification, including weekends and holidays based on the City's good faith reasonable determination of special need. F. When performing its obligations under this License, LICENSEE agrees not to interfere with the normal flow of vehicular or pedestrian traffic without using required traffic warning and control devices. G. Not later than ten (10) days after the first day of each month, LICENSEE will provide CITY a written report of its shelter bus shelter maintenance. Page 4 of 13 3500. H. LICENSEE will reimburse CITY for any costs CITY incurs for completing the tasks described above if LICENSEE fails to perform its responsibilities within the time periods described above. I. Within thirty (30) days after CITY's notification, LICENSEE will remove any bus shelter identified by CITY to be a public nuisance; no longer used by SCAT for public transportation purposes; or in violation of this License. J. LICENSEE will not have maintenance obligations other than as set forth herein 7. ADVERTISING REQUIREMENTS. A. Nothing within this License is intended, nor should it be construed, to constitute an unconstitutional restriction on advertising LICENSEE places on bus shelters. Any restrictions contained herein are intended to be reasonable time, place, and manner limitations designed to protect the public health, safety, and welfare. B. With regard to commercial advertising, LICENSEE agrees to the following: i. Not to place advertising on bus shelters that would constitute a hazard to vehicular traffic. Examples of such advertising would include advertising that incorporated commonly used traffic signaling devices or symbols (such as stop signs and traffic signals). If proposed advertising does incorporate such symbols or devices, LICENSEE agrees to consult CITY regarding whether such advertising may be placed in an alternate location or in such a manner that it does not constitute a hazard to public health or safety. ii. Not to post advertising that incorporates rotating, revolving, or flashing lights (whether electronic or otherwise) that would constitute a hazard to public health or safety. iii. Not to post advertising that incorporates moving parts that would constitute a hazard to public health or safety. Page 5 of 13 iv. Not to post advertising that incorporates language, references, symbols, or other matter that violates any applicable law. V. To remove, at its own cost, any commercial advertising posted on the bus shelters that violates any provision of this License. Vi. 8. CITY'S LIMITED WARRANTY. CITY warrants that it is under no disability, restriction or prohibition, whether contractual or otherwise, with respect to its right to execute this agreement and perform its terms and conditions and has the legal right, power and authority to grant all of the rights granted herein. 9. TERMINATION. A. CITY may terminate this License at any time with or without cause, upon written or oral notification. Unless otherwise provided, termination will be effective upon notification. If CITY terminates this License without cause, then LICENSEE will be reimbursed pursuant to LICENSEE's Amortization of Capital Assets Schedule in attached Exhibit "D," including advanced fees, if any. B. LICENSEE may terminate this License at any time in writing at least thirty (30) days before the effective termination date. C. By executing this document, LICENSEE waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. D. Upon termination, LICENSEE will remove all personal property and improvements from the Property within thirty (30) days. The Property will be left in a clean and orderly fashion. 10. CONDEMNATION. If all or part of the Property is acquired by eminent domain or purchase in lieu thereof, LICENSEE acknowledges that it will have no claim to any compensation awarded for the taking of the Property or any portion thereof or for loss of or damage to LICENSEE's improvements. 11. RELOCATION BENEFITS. LICENSEE hereby acknowledges that it has been informed that CITY is a public entity and that the Property has previously been acquired by CITY for a public purpose. LICENSEE further acknowledges that any rights acquired Page 6 of 13 3500. under this License arose after the date of acquisition of the Property and that said rights are subject to termination when the Property is needed by CITY. LICENSEE hereby acknowledges that at the time of said termination of this License by CITY, it will not be a "displaced person" entitled to any of the relocation assistance or benefits offered to displaced persons under State or Federal law. 12. NO PUBLIC PROJECT. All rights given to LICENSEE pursuant to this License are for LICENSEE's use of the public property identified herein. Any trespass, use, or other utilization of private property by LICENSEE is done at its own risk; LICENSEE is not an agent of CITY and this License is not intended, nor should it be construed, to constitute a public project. 13. ALTERATIONS. Except as provided by this License, LICENSEE will not make, or cause to be made, any alterations to the property, or any part thereof, without CITY's prior written consent. 14. ASSIGNMENT. LICENSEE will not be permitted to assign, sell, encumber or otherwise transfer any percentage of its rights and obligations under this License without CITY's prior written consent, which consent will not be unreasonably withheld. 15. INDEMNIFICATION. A. LICENSEE indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this License, or its performance, including, without limitation, copyright or patent infringement claims or causes of action, except for CITY'S concurrent or sole active negligence. Should CITY be named in any suit, or should any claim be against it, by suit or otherwise, whether the same be groundless or not, arising out of this License, or its performance, pursuant to this License, LICENSEE will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify it for any judgment rendered against it or any sums paid out in settlement or otherwise. B. For purposes of this section "CITY" includes CITY's officers, officials, employees, agents, representatives, and certified volunteers. Page 7 of 13 3500. C. LICENSEE expressly agrees that this hold harmless and indemnification provision is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion is held invalid, it is agreed that the balance will, notwithstanding, continue in full legal force and effect. D. It is expressly understood and agreed that the foregoing provisions will survive termination of this License. E. The requirements as to the types and limits of insurance coverage to be maintained by LICENSEE as required by Section 15 below, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by LICENSEE pursuant to this License, including but not limited to the provisions concerning indemnification. 15. INSURANCE. LICENSEE will procure and maintain insurance of the type, for the period, with the coverages and limits, and in accordance with the terms, conditions, and requirements that follow: A. LICENSEE will provide Commercial General Liability, Broad Form General Liability and Business Automobile Liability insurance that meet or exceed the requirement of ISO Forms GL0002, GL0404 and CA0001, Code 1, respectively, in the most current State of California approved forms, in connection with LICENSEE's performance in the amount of not less than $2,000,000 combined single limit per occurrence for bodily injury, personal injury, and property damage for each policy coverage. B. During performance of this License, LICENSEE will maintain Workers Compensation and Employers Liability insurance for all of its employees who are in any way connected with performance of these services. The Workers Compensation insurance will comply with all applicable State laws. Employers Liability coverage will be for a minimum of $250,000. Page 8 of 13 3500 C. Commercial General Liability, Broad Form General Liability and Business Automobile Liability policies required in this License will be endorsed to name CITY, its officials, volunteers, and employees as "additional insureds" under said insurance coverage, to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto, and to state that the policy(ies) will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. D. LICENSEE will furnish to CITY a certificate of insurance, in the standard form required by CITY, duly authenticated, evidencing maintenance of the insurance required under this License and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a 2000 A.M. Best Company Rating of "A:VII." 16. COMPLIANCE WITH LAW. LICENSEE will, at its sole cost and expense, comply with all of the requirements of all federal, state, and local authorities now in force, or which may hereafter be in force, pertaining to the Property and will faithfully observe in the use of the Property all applicable laws. The judgment of any court of competent jurisdiction that LICENSEE has violated any such ordinance or statute in the use of the Property will be conclusive of that fact as between CITY and LICENSEE. 17. DISPUTES AND REMEDIES. A. Claims, disputes, and other matters in question between the Parties to this License, arising out of or relating to this License or the breach thereof, must be resolved by the following procedure: i. CITY and LICENSEE will exercise their best efforts to resolve disputes through the development of a consensus. A meeting may be requested by CITY or LICENSEE at any time for the purpose of resolving Page 9 of 13 3 ;00. • � j a dispute. A determination by CITY's Project Engineer will be made within two (2) weeks after a meeting to resolve the dispute; ii. If unresolved within thirty (30) days, then CITY's Director of Public Works, or designee, will make a final determination; iii. If unresolved the matter may be pursued in a court of law in Ventura County. B. Pending a final resolution of any dispute, LICENSEE will continue to diligently perform its obligations under this License and in accordance with CITY's decision concerning the disputed matter. C. The Parties' rights and remedies under this License are in addition to any other rights and remedies provided by law. 18. WAIVER OF BREACH. Any express or implied waiver of a breach of any term of this License will not constitute a waiver of any further breach of the same or other term of this License. 19. ENTRY BY CITY AND PUBLIC. As stated in Section 2, this License does not convey any property interest to LICENSEE. CITY and the general public will have unrestricted access upon the Property for all lawful acts. 20. INSOLVENCY; RECEIVER. Either the appointment of a receiver to take possession of all or substantially all of the assets of LICENSEE, or a general assignment by LICENSEE for the benefit of creditors, or any action taken or offered by LICENSEE under any insolvency or bankruptcy action, will constitute a breach of this License by LICENSEE, and in such event this License will automatically cease and terminate. 21. PROJECT COORDINATION AND SUPERVISION. A. , or designee, will be assigned as LICENSEE's Project Manager and will be responsible for job performance, negotiations, contractual matters, and coordination with CITY Project Manager. B. Mr. Steven Finton will be assigned as CITY's Representative and will be responsible for negotiations, contractual matters, and coordination with LICENSEE's Project Manager. Page 10 of 13 3500. ';^q,9 22. NOTICES. Except as otherwise expressly provided by law, all notices or other communications required or permitted by this License or by law to be served on or given to either party to this License by the other party will be in writing and will be deemed served when personally delivered to the party to whom they are directed, or in lieu of the personal service, upon deposit in the United States Mail, certified or registered mail, return receipt requested, postage prepaid, addressed to: LICENSEE at: Richard Shermer Jr Viacom Outdoor 1731 Workman Street Los Angeles, CA 90031 (323)- 276 -7206 (323)- 225 -0247 Fax CITY at: Mr. Steven Finton City Engineer City of El Segundo Public Works Department 350 Main Street El Segundo, CA 90245 310 -524 -2356 310- 640 -0489 Fax Either party may change its address for the purpose of this Section by giving written notice of the change to the other party. 23. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by LICENSEE under this License, excluding any proprietary information identified by LICENSEE, are CITY's property. LICENSEE may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon CITY's written notice. Page 11 of 13 3500. 24. PAYMENT RECORDS. CITY may, from time to time, and upon reasonable advance written notice, inspect and audit any and all books and records to determine whether LICENSEE's gross revenues have been accurately computed and paid. In addition to paying all fees owed plus interest, in the event that CITY reviews LICENSEE's records, and finds that the Licensee has underreported and underpaid the fees owed under this License for any year in an amount exceeding five percent (5 %) of the fees actually paid or Ten Thousand Dollars ($10,000), whichever is less, LICENSEE will pay the reasonable cost of CITY's review. All records will be kept by LICENSEE for at least three (3) years from the date that this License terminates. 25. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that agreements ancillary to this License and related documents to be entered into in connection with this License will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. 26. GOVERNING LAW. This License has been made in and will be construed in accordance with the laws of the State of California and exclusive venue for any action involving this License will be in Ventura County. 27. PARTIAL INVALIDITY. Should any provision of this License be held by a court of competent jurisdiction to be either invalid or unenforceable, the remaining provisions of this License will remain in effect, unimpaired by the holding. 28. INTEGRATION. This instrument and its attachments constitute the sole agreement between CITY and LICENSEE respecting the Property, the use of the Property by LICENSEE, and the specified term, and correctly sets forth the obligations of CITY and LICENSEE. Any License or representations respecting the Property or its licensing by CITY to LICENSEE not expressly set forth in this instrument are void. There are two (2) attachments to this License. 29. CONSTRUCTION. The language of each part of this License will be construed simply and according to its fair meaning, and this License will never be construed either for or against either party. Page 12 of 13 3500 30. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this License and to engage in the actions described herein. This License may be modified by written amendment. CITY's city manager, or designee, may execute any such amendment on behalf of CITY. 31. COUNTERPARTS. This License may be executed in any number or counterparts, each of which will be an original, but all of which together will constitute one instrument executed on the same date. IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. CITY PF EL SEGUNDO ( "CITY ") VIACOM OUTD R, Inc. ( "Licensee" By BY May r 9r-- President isplays Division i Approved to By ity Attorne ATTEST: V oq� CITY CLEkk Page 13 of 13 3500. Exhibit A WB Alaska Fs Aviation EB Alaska NS Aviation WB Alaska Ns Hawaii (non -ad) SB Aviation FS Alaska SB Aviation FS Utah (non -ad) NB Continental FS El Segundo SB Continental NS El Segundo SB Douglas FS Coral Cir. (non -ad) SB Douglas FS El Segundo NB Douglas VFS El Segundo NB Douglas FS Mariposa NB Douglas NS Lot 25 (fs Mariposa) NB Douglas NS El Segundo EB El Segundo FS Aviation EB El Segundo FS Douglas EB El Segundo FS Nash EB El Segundo NS Douglas EB El Segundo NS Isis EB Grand NS Continental NB Main FS Mariposa NB Main NS Imperial SB Main NS Mariposa NB Main NS Oak EB Maple FS Sepulveda SB Nash FS Mariposa- R -ES014 SB Nash FS Mariposa- R -ES008 SB Nash NS Grand- R -ES022 WB Rosecrans FS Sepulveda NB Sepulveda FS El Segundo NB Sepulveda FS Grand SB Sepulveda FS Grand NB Vista Del Mar FS 45`n SB Vista Del Mar NS 45th EXHIBIT A.1 YJAC014WAAF 3500..., O U T D O O R Augmt 1, 2005 City of El Segundo Engineering Division Mary= .M. Jonas Senior Civil Engineer .Associate 350 Main Street El Segundo, CA 90245 Dear Marryam: Viacom Outdoor is very excited about continuing our agreement with the city of El Segundo. As per your request Viacom Outdoor .Advertising agrees to the following. Viacom Outdoor shall remove any advertising that the city of M Segundo in its sole discretion, deems inconsistent with community standards. In the event that such a determination is made, A such advertising shall be removed within twenty -four (24) hours after oral notification. Franchise Manager 1731 Workman Street, Los Angeles, CA 90031 (323) 222 -7171 Fax; (323) 225 -0247 WW W.V IACOMOUTDOOR,COM EXHIBIT A.2 VIACOA 3500..., L 1_1 T D O 0 R Maryam M. Jonas Engineering Division 350 Main Street El Segundo, CA 90245 -3813 RE: Proposal for Extension Dear Maryam; April 21, 2005 Viacom Outdoor is pleased to submit our proposal for a five year (5) extension to the Bus Shelter contract that expired on 7/6/04.In submitting this proposal, it is Viacom Outdoors' intent to continue the successful twenty (20) year relationship it has established with the City of El Segundo. Viacom Outdoor would like to offer the City a generous increase in the revenue sharing formula, while continuing to sell advertising and maintaining the twenty -six (26) advertising and seven (7) non - advertising shelters already existing in the City. In addition to this, Viacom Outdoor is happy to offer the City four (4) non - advertising shelters to compliment the recent beautification of the Downtown area. We are confident that Viacom Outdoor is the right partner to enable the City to achieve and exceed its objectives — today and in the future, and we would be very proud to continue to work with the City of El Segundo as an exclusive partner to sell and maintain Bus Shelters over the next five (5) years. Sincerely, Richard Shermer, J . Public Affairs / Street Furniture Manager 1731 Workman Street, Los Angeles, CA 90031 (323) 222 -7171 Fax: (323) 225 -0247 WWW.VIACOMOUTDOOR.COM 3500 • :"",� Exhibit B 1. NB Main NS Holly (350 Main Street) 2. +3. EB Grand Av FS Standard (200 Block E. of Grand) 4. Exact location will be determined. Probably in the 100 Block on Main Street. �. 00 EXHIBIT "C" Not relevant to this License Agreement.