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Home My WebLink About13-0808 Transit Shelter 13-og0% Advertising Transit Shelter Ag eement THIS AGREEMENT is made and entered into this g d.y of__`�uq ,2013 by and between the Suburban Bus Division of the Regional T ansportationi uthority,a unit of local government and municipal corporation created un er the Regional Transportation Authority Act(hereinafter"Pace");the City of Elgin, a unit of local government and municipal corporation created under the laws of the State .f Illinois (hereinafter '`Municipality"); ADVENTUS US Realty #1 LP,a private roperty management corporation (hereinafter"ADVENTUS"); and Titan Outdoor, a private corporation (hereinafter "Titan"). WHEREAS, ADVENTUS intends to have installed an adv,rtising shelter on property it owns at 2500 Westfield Drive, Elgin IL; and WHEREAS, Pace has agreed to purchase and install said p..senger shelter; WHEREAS, Pace and Titan have entered into an agreement for the acquisition, installation and maintenance of passenger shelters placed wi hin Pace's service region and for the sale of advertising space on such shelters(Pace ontract#1031930, (hereinafter"Contract"); and WHEREAS.the Parties wish to set forth revenue sharing pri ciples applicable to the income received from advertising shelters placed on ADVE 'TUS's property,and to establish other parameters of the Program. NOW THEREFORE,the Parties agree as follows: 1. Duration. This agreement shall remain in force for a mini urn term of ten (10) years from the date of enactment. After the ten-year period, this agr-ement shall be in force unless written notice to terminate is given by either party, in hich case the agreement shall be considered terminated within 90 days of that notificat on. 2. Duty to Remove. In the event the ADVENTUS exercises it. right of termination pursuant to Paragraph 1 above, Pace and Titan agree to remove any shelters within 90 days of request for removal and if they fail to do so, Municipa ity or ADVENTUS shall have the right to remove them. and Pace and Titan jointly and •,everally shall be obligated to pay Municipality or ADVENTUS its costs for such removal 3.Type and location of shelters.The shelter shall be installed upon a concrete pad to be constructed at the location shown in Exhibit A. For any future elter placements on ADVENTUS property,Pace shall determine the location where n each shelter shall be placed with regard to optimum passenger usage and bus route a cess, subject to Municipality and ADVENTUS approval.Any shelters to be coi structed will be of a type approved by ADVENTUS from the shelter types available to P', e at the time of construction. 4. Inspection,Maintenance and Repair. Pace agrees that the shelters will be in conformity with applicable building codes of the Municipa ity. Prior to construction of a concrete pad, Pace is responsible for obtaining state highwr y permits for all shelter locations on state routes, and municipal and/or county per its for other locations. Titan will inspect, maintain, repair, clean and service the shelters :t least once per week. Titan shall repair or remove. if necessary,any shelter so in need, or if the shelter's condition presents a threat to public safety,within forty-eight(48) ho rs of notification from the Municipality or ADVENTUS. 5. Electricity.Ad shelters are electrified for nighttime illu ination via a solar powered lighting unit. If solar power is unavailable,Pace shall, with )VENTUS's permission. connect wiring between shelter and the ADVENTUS's elect ical feed. 6. Type of Advertising.Titan and Pace agree that they will tilize the shelters only for advertising material that is cons the Pace Advertis-went Guidelines. Per those Guidelines,ADVENTUS [do . oes notnit advertising for alcohol beverage products. Titan is responsible for the installation and removal of all advertising material as well as removal of any debris created by the aforemention-d installation and removal. 7.Advertising Revenue Shares. Under the Contract, Pace i• entitled to certain percentages of"gross billings", defined as the invoiced price to advertisers,less advertising agency commission and taxes, if any. For any ad ertising transit shelters placed on ADVENTUS's property as a result of the Program, ADVENTUS shall receive one-half(1/2)of Pace's share of gross advertising billings pe shelter. Pace's share is 62.5%. so ADVENTUS's share is 31.25%. 8. Payment. Pace shall pay ADVENTUS annually its share o 'advertising revenues referred to in Paragraph 7. Payments shall be made in March tf the next succeeding year after any year in which Pace receives advertising income froi the Program for shelter(s) placed on ADVENTUS's property. 9. Hold Harmless.Neither Municipality nor ADVENTUS as umes responsibility as to the condition of the shelters under the Program(i.e. maintenan e, upkeep, or repair necessary to keep the premises or shelters in a safe and service 3 ble condition). Titan assumes liability for and shall indemnify and hold harmless M nicipality and ADVENTUS and Pace against any and all liabilities, losses,d.mages, costs,payments and expenses of any kind and nature, including attorney's fees, as a result of claims, demands,actions, suits, proceedings,judgments or settlements arising out of or in any way related to the aforementioned passenger shelter or Titan's legligence or the execution, performance, non-performable,or enforcement of ths Agreement or the Contract by Titan, including enforcement of this indemnificatit provision, upon notice to Titan from Municipality or ADVENTUS or Pace and shall p.,y all costs and expenses incidental thereto. The indemnities contained in this Paragraph .hall survive termination of this Agreement and the Contract.Notwithstanding the forgoi g.nothing herein shall be deemed to indemnify Municipality and/or ADVENTIJS and/tr.Pace or release either of them from any liability or damage attributable to their i egligence or willful misconduct. Titan will carry indemnity insurance against t e above-mentioned liability in a sum of not less than $1,000,000.00. The Municipality, At VENTHS, Pace and the Regional Transportation Authority(RTA), its officers, off cials and employees shall be named as Additional Insureds to the General Liability cov rage of this policy for the erection. maintenance and operation of the bus shelters loc.ted on ADVENTUS's property. Proof of said insurance will be provided upon re nest by the Municipality, ADVENTUS,S, Pace and the RTA. 10. Public Service Advertising.Municipality shall have t e right to advertise community events or other public service notices if the adv-rtising space is unsold. Municipality shall be responsible for any production costs, nd must contact Titan for placement, posting and removal. 11. Applicable Laws. This agreement shall be governed by the laws of the State of Illinois. Placement of shelters under the Program shall be s eject to all applicable state and local permit procedures, and all advertising content shall be subject to local ordinances. IN WITNESS WHEREOF,the Parties have caused this agre ment to be executed and made as of the date written first above. Msit C1P .Y Pact Name• 1f/ ' Name: T ()alas J.R ss (0 Title: M a C1j _ - Title: Exe.utive Director , 1 to z c Date: m O j /? Date: Z 3 tan ADVEN US Name: Name: 4/19NCITOMRWR St-err GoLaSMLT S Ma ha Muniz Title: 'V P -C C O Title: Senior "roperty Manager Date: ‘1116())3 Date: � ' (l3 Exhibit A .-*"::::4:1':'4,"l.tp,c:'',.:.:'1:t:: t• 0 K� t.' ' �.y..yytt�� r 1 y . ‘"':...,.j. - !.fes, ! . L r4 ,l 11 t,..1 71 m koft, 106P ,� tr4,4 ;Oft The concrete pad shall be constructed as shown by the red sq . e. The shelter shall be placed on that concrete pad. The yellow arrows represent the path of travel of the bus.