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HomeMy WebLinkAboutRes 09-99 02/16/1999 RESOLUTION NO. 9-99 A RESOLUTION AUTHORIZING THE EXECUTION OF AN AGREEMENT FOR THE INSTALLATION OF PUBLIC TRANSPORTATION SHELTERS IN THE VILLAGE OF MOUNT PROSPECT, ILLINOIS WHEREAS, the President and Board of Trustees of the Village of Mount Prospect have determined that it is in the best interests of the Village of Mount Prospect to permit the installation of bus shelters according to the terms of the Agreement attached to and made a part of this Resolution as Exhibit A; BE IT THEREFORE RESOLVED, by the President and Board of Trustees of the Village of Mount Prospect, Cook County, Illinois, as follows: SECTION 1: The Mayor be authorized to execute the Agreement that is attached to this Resolution as Exhibit "A". SECTION 2: This Resolution shall be effective immediately upon its passage. ADOPTED this ].6th day of February ,1999, pursuant to a roll call vote as follows: AYES: Clowes, Hoefert, Lohrstorfer, Nocchi, Wilks None NAYS: ABSENT: Fa rl eY APPROVED this 16th day of February ,1999. Timothy J. Coyr~ayor Pro Tem Velm, g W. Lowe, Village Clerk C:'tOFFIC E~WPWII~WP DOCS~M P~O RDS~SH ELTERS.O RD AGREEMENT This AGREEMENT is made the 16th day of Februar,¥ , 1999, by and between ILLINOIS CONVENIENCE & SAFETY CORPORATION (hereinafter referred to as lC&SC) and the VILLAGE OF MOUNT PROSPECT (hereinafter referred to as VILLAGE). It is MUTUALLY AGREED that the VILLAGE permits lC&SC to install and maintain transit advertising shelters within the VILLAGE and upon the VILLAGE right-of-way, upon the terms and conditions as follows: 1. DURATION: This agreement shall remain in force for a term of five (5) years from the 16th day of February , 1999. This agreement shall be automatically renewed for an additional five (5) year term unless written notice to terminate is given by either party within thirty (30) days of the end of the initial term. 2. TYPE OF SHELTER: Any shelters to be constructed will be of a type approved by the VILLAGE. 3. lC&SC OBLIGATIONS: lC&SC will pay all fees, costs and permit charges regularly assessed by the VILLAGE, unless otherwise waived, and agrees that the shelters will be in conformity with applicable building codes of the VILLAGE. lC&SC is also responsible for obtaining state highway permits for all shelter locations on state routes. lC&SC will inspect, maintain, repair, clean and service the shelters. The maintenance to be provided will be on a regular basis at least once per week. lC&SC shall repair or remove, if necessary, any shelter so in need, or if the shelter's condition presents a threat to public safety, within twenty-four (24) hours of notification from the VILLAGE or IC&SC's inspection. 4. INDI~MNIFICATION AND INSURANCE: A. lC&SC will indemnify and save harmless the VILLAGE, its agents, servants and employees, against all costs, expenses, damages, liabilities and judgements for personal injuries, including death, resulting by reason of the erection, maintenance or operation of any of the shelters referred to in this agreement, and for property damage, sustained by any person, firm or corporation whomsoever, caused or alleged tO have been caused, directly or indirectly, by an act or omission, negligent or otherwise, of lC&SC, its agents, servants and employees, or occasioned by any work performed by lC&SC and shall defend any such action or suit brought against the VILLAGE, and shall pay all costs and expenses of whatsoever nature resulting therefrom, and in connection therewith and to pay, on behalf of the VILLAGE, the amount of any judgement that may be entered against them in any such action or suit. B. lC&SC will carry indemnity insurance against the above mentioned liability in a sum of not less than $1,000,000.00. The VILLAGE, its officers, officials and employees are named as Additional Insureds to the General Liability coverage of this policy for the erection, maintenance and operation of the bus shelters located in the VILLAGE. Proof of said insurance will be provided upon request by the VILLAGE. 5. PAYMENT FOR ELECTRICAL: lC&SC shall pay all sums that may become due for electrical energy supplied to the shelters and shall keep the VILLAGE indemnified against being called on to pay these sums. 6. TYPE OF ADVERTISIN(~: lC&SC agrees that it will utilize the shelters only for advertising material that is truthful in every respect, in accordance with high moral standards and the regulations of the VILLAGE. lC&SC is responsible for the installation and removal of al~ advertising material, as well as removal of any debris created by the aforementioneO installation and removal Any advertisements found offensive by VILLAGE standards will be removed by lC&SC within 24 hours of notification by VILLAGE. 7. RIGHT TO ERECT SHELTERS: The VILLAGE agrees that it gives to lC&SC the right to erect advertising shelters in the VILLAGE and the first option to fulfill any additional advertising shelter requests that may arise within the duration of this agreement. 8. SITE LOCATION: The location of shelters is subject to VILLAGE approval as well as approval by the County/State of Illinois (IDOT) for County/State route installations, respectively. 9. ~: In the event the VILLAGE fails to receive notice of renewal of either or both the Agreement and the Comprehensive General Liability Insurance on or before .twenty (20) days before the expiration date of said coverages, or in the event either or both the Agreement and the Comprehensive General Liability Insurance are cancelled and no evidence of equal coverage is exhibited to the VILLAGE on or before twenty (20) days prior to the expiration date of either coverage, lC&SC agrees to immediately remove all of its shelters, including foundations, and if it fails to do so VILLAGE shall have the right to remove them and lC&SC shall be obligated to pay VILLAGE its costs for such removal. If the shelter(s) are not properly maintained or repaired, lC&SC must remove such shelter(s) at their sole expense. VILLAGE may require the removal of any shelter if any provision of this agreement is breached for a period of thirty (30) consecutive days. 10, lC&SC RIGHT TO REMOVE SHELTERS: lC&SC retains the right to remove any shelters without notice to the VILLAGE, in the event any restriction on the construction or maintenance of advertising shelters is imposed by statute or by ordinance of the VILLAGE, County or State in which the shelter is located, or in the event the Federal, State, Municipal or other proper authorities should hereafter establish any rules, regulations or taxations which shall have the effect of so restricting location, construction, maintenance or operation of the shelters so as to diminish the value of said shelters for advertising purposes, lC&SC shall not be required to provide any shelter in the event advertising contracts sufficient in number to make the project economically feasible shall not be securable. 11. COMPENSATION TO THE VILLAGE: A. lC&SC will pay the VILLAGE the greater of fifteen percent (15%) of gross billings generated by the rental space of shelters within the VILLAGE or a guaranteed minimum payment of $500.00 per shelter per year (prorated as required to reflect actual time of operation). 'Gross Billings' is defined as the invoiced price to advertisers, without consideration of, or reduction for, trade discounts, rebates, refunds or credits. The only allowance that will be made is for a legitimate advertising agency 15% commission. B. lC&SC will render an annual payment to the VILLAGE, said payment to be received by March 1 of each year for all paid advertising revenue generated the previous year by shelters within the VILLAGE. C. lC&SC will allow reasonable inspection by authorized VILLAGE officials, at IC&SC's office during normal business hours, to review annual revenues payable to the VILLAGE. D. VILLAGE shall have the right to advertise community events or other public service notices if the advertising space in the VILLAGE is unsold. VILLAGE shall be responsible for any production costs, and must contact lC&SC for availability, placement and posting, lC&SC wi//give VILLAGE/Local Merchant advertisements top priority in she#er placement. 12. ~ All notices herein provided for shall be sent prepaid registered or certified mail addressed to the VILLAGE Manager or lC&SC President, at their respective business addresses. -2- This AGREEMENT represents the entire agreement between lC&SC and VILLAGE OF MOUNT PROSPECT and supersedes all prior negotiations and agreements. This AGREEMENT may be amended only by written instrument signed by both parties hereto. This AGREEMENT and any modifications or additions hereto shall be binding upon and inure to the benefit of the respective parties, heirs, successors, assigns, partners and legal representatives. This AGREEMENT may not be assigned or transferred in any way except by the written consent of both parties hereto. The VILLAGE warrants and represents that it has the authority to enter into this AGREEMENT and that the necessary and proper resolutions have been approved and passed by the proper VILLAGE Officials; further, it is warranted and represented that the signatories to this AGREEMENT have the authority to so act. ACCEPTED AND APPROVED: ILLINOIS CONVENIENCE & SAFETY CORPORATION BY: · BRUCE J. CAMPBELL - PRESIDENT AT'I'EST: VILLAGE OF MOUNT PROSPECT Village Clerk -3-