13-0808 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
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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.