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R2011-058 - 2011-06-13ATTEST: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS, AUTHORIZING THE RENEWAL OF A CONTRACT WITH NATIONAL SIGN PLAZAS, INC. FOR THE DEVELOPMENT AND ADMINISTRATION OF A COMPREHENSIVE BUILDER SIGN PROGRAM. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain contract for the development and administration of a comprehensive builder sign program, a copy of which is attached hereto as Exhibit "A@ and made a part hereof for all purposes, is hereby authorized and approved. Section 2. That the City Manager or his designee is hereby authorized to execute and the City Secretary to attest a contract for the development and administration of a comprehensive builder sign program. PASSED, APPROVED and ADOPTED this the 13 day of June, A.D., 2011. 1 ITY APPROVED AS TO FORM: s DARRIN M. COKER CITY ATTORNEY RESOLUTION NO. R2011 -58 TOM REID MAYOR A Exhibit "A" Resolution No. R2011 -58 AGREEMENT FOR SERVICES This Agreement "Agreement is entered into by and between the CITY OF PEARLAND "City and NATIONAL SIGN PLAZAS, INC., a California corporation "Contractor (collectively, the "Parties For the terms of this contract, the language Kiosk and Plaza shall be interchangeable and refer to the same product. WHEREAS, the Unified Development Code, Section 4.2.5.3, allows City to develop a comprehensive Sign Program within the City and portions of its extra territorial jurisdiction "ETJ and, WHEREAS, City desires to continue a Sign Plaza Program to give direction to subdivisions, developers and homebuilders within the City as well as municipal locations, and to contract for the installation and maintenance of the Sign Plazas and sign panels; and WHERAS, Contractor represents that it is a California corporation authorized to do business in the State of Texas; and WHEREAS, Contractor desires to install Sign Plazas as described more fully in this Agreement; and WHEREAS, Contractor desires to maintain the Sign Plazas after their installation and to lease space on the Sign Plazas to developers and homebuilders and to bill and collect fees from the developers and homebuilders for itself and for the City; and, WHEREAS, Contractor submitted a proposal to address the City's needs. NOW, THEREFORE in consideration of these recitals and other good and valuable consideration, the value and receipt of which is acknowledged, City and Contractor agree as follows: 1. Recitals. The Recitals above are hereby incorporated into this Agreement by reference. 2. Contract Documents. The Contract Documents, which set forth the entire Agreement of the Parties, are named below. In the event of a conflict between the terms of two or more documents, they shall take priority in the order set forth below: A. All applicable laws and regulations of the CITY OF PEARLAND, and the STATE OF TEXAS. B. This Agreement. The information contained within this Agreement is proprietary and shall not be divulged to parties other then the City and its representatives until fully executed by both City and Contractor Page 2of15 C. Request for Written Qualification and Proposals "Exhibit C Each party shall comply with all of the terms, conditions and specifications contained in the Contract Documents. 1. Scope of Work. Contractor shall perform the work set forth in the Contract Documents. In general, this work shall consist of the following: In administrating the Sign Plaza Program, the Contractor will: A. Construct, install, maintain and repair approved homebuilder, developer and municipal Sign Plazas and sign panels as more accurately described herein. B. Contract with developers and homebuilders for the lease of sign panels. C. Assist City in determining appropriate locations for Sign Plazas for new and existing locations, however said locations shall be determined at the sole discretion of City. D. Assist City with identifying and abating all illegal off premise signage. E. Attend meetings as necessary with City staff and developers to coordinate projects and locations. F. Collect all lease payments and remit to City, on a quarterly basis, an administrative fee as specified in Section 4.B of this document. 2. Definition, Purpose of Sign Plaza Programs and Specifications of Sign Plazas. A. Definition. For the purposes of this Agreement, a Sign Plaza is a structure placed in the City or portions of its Extra Territorial Jurisdiction for the purpose of displaying directional sign panels. The specifications of the Sign Plaza and sign panels are more fully developed in these Contract Documents and Exhibit A attached hereto. B. Purpose of Sign Plazas. The purpose of the Sign Plaza is to provide directional information regarding the location of subdivisions, housing developments, homebuilders and public facilities within the CITY OF PEARLAND, TX while discouraging the placement of unsightly, hazardous and illegal off -site directional signs. C. Specifications of Sign Plazas and Sign Panels. Contractor agrees to manufacture and install Sign Plaza structures and sign panels in accordance with the specifications in these Contract Documents and the specifications of the City's Request for Proposal /Qualification as follows: 1. Primary Sign Plazas shall not exceed twelve (12) feet above average grade nor shall Primary Sign Plazas be more then sixty (60) inches in width. Structures shall be more completely described in Exhibit A. The information contained within this Agreement is proprietary and shall not be divulged to parties other then the City and its representatives until fully executed by both City and Contractor Page 3 of 15 2. Primary Sign Plazas shall be constructed and installed to allow a minimum of twenty four (24) inches at the top of each Plaza for a City topper panel identifying the City logo and any other information the City wishes to incorporate. Contractor will submit design plans to the City and the Topper design shall be approved prior to any Plaza installation. Contractor shall incur all of the fees associated with the design and creation of City Topper panels. 3. Community Sign Plazas shall not exceed eight (8) feet above average grade nor shall Community Sign Plazas be more then forty eight (48) inches in width. Structures shall be more completely described in Exhibit A. 4. Community Sign Plazas shall be constructed and installed to allow a minimum of twenty four (24) inches at the top of each Plaza for a City topper panel identifying the City logo and any other information the City wishes to incorporate. Contractor will submit design plans to the City and the Topper design shall be approved prior to any Plaza installation. Contractor shall incur all of the fees associated with the design and creation of City Topper panels` 5. Neighborhood Sign Plazas shall not exceed six (6) feet above average grade nor shall Neighborhood Sign Plazas be more then forty two (42) inches in width. Structures shall be more completely described in Exhibit A. 6. Neighborhood Sign Plazas shall be constructed and installed to allow a minimum of eighteen (18) inches at the top of each Plaza for a City topper panel identifying the City logo and any other information the City wishes to incorporate. Contractor will submit design plans to the City and the Topper design shall be approved prior to any Plaza installation. Contractor shall incur all of the fees associated with the design and creation of City Topper panels. 7. Municipal and Community Service Sign Plazas shall be designed to the specifications and desires of the City. 8., The City Topper panel will be prominently displayed at the top of any Sign Plaza within the jurisdictional limits of the City and shall be visible on any side of a Sign Plaza which displays directional sign panels. 9. Community Sign Plazas shall be constructed and installed to allow a minimum of twenty four (24) inches of clearance at the bottom of each location for the installation of City directional panels. City directional panels shall be awarded to the City at no cost and on a space available basis. 10. Sign Plazas shall be constructed of steel and /or aluminum and shall be capable of displaying up to ten (10) sign panels, each panel with a minimum height of ten (10) inches or five (5) sign The information contained within this Agreement is proprietary and shall not be divulged to parties other then the City and its representatives until fully executed by both City and Contractor Page 4 of 15 panels, each panel with a minimum height of eighteen (18) inches. Sign Panels will be double- sided, if determined by the City to be necessary, however sign Plazas must contain all single -sided or double -sided sign panels. Under no circumstances shall a Sign Plaza contain both single -sided and double -sided sign panels. The backside of the non- double- sided sign panels shall be black. 11. The color of all Sign Plaza Structures shall be black. 12. The Contractor shall submit final design plans to the City for approval prior to installation of any Sign Plaza; approval of the design shall be in the sole discretion of the City. 13. No additions, tag sign streamers, attention- getting devices or other appurtenances shall be attached to any Sign Plaza or sign panel. 14. Sign Plaza locations shall be approved and designated by the City with the assistance of the Contractor. 15. Contractor will attempt to maintain a working number of sign plazas within the City of Pearland. While unnecessary sign plazas will be removed through the course of normal operations, Contractor must obtain City approval to remove more than twenty percent (20 of the existing locations at any time. Further, Contractor will perform their best efforts to maintain thirty five (35) sign plazas within the City. 16. At the City's request and direction, the Contractor shall remove and relocate any Sign Plazas within fifteen (15) days of the receipt of written notice at no cost to the City. 17. Contractor shall provide, at no cost to the City, the equivalent of not less then ten percent (10 of all permitted Sign Panels to the City for use as directional signage to municipal or community service facilities or locations. Said sign panels shall be provided on a space available basis, secondary to sign panels to be displayed for developers, homebuilders, and residential communities. 18. Contractor shall provide to the City Quarterly Inventory Reports of existing installed Sign Plazas and sign panels. The Quarterly Inventory Reports shall be furnished to the City at the same time and in conjunction with payments made to the City under Section 4 of this Agreement. The report shall include a summary of all administrative fees collected and submitted or planned for submission to the City. 19. Sign panels shall contain only the name of a residential community, subdivision, homebuilder, public facility, City logo, the builder or developer's name and /or logo, the builder or developer's recognized color scheme, and directional information or the name of the builder /developer and logo and an appropriate directional arrow. Directional arrows will be of The information contained within this Agreement is proprietary and shall not be divulged to parties other then the City and its representatives until fully executed by both City and Contractor Page 5of15 a uniform size; a line of text at the bottom of each sign panel with directional information is permissible if circumstances warrant it. Fluorescent colors are not allowed. Reflective colors and text are permissible with prior City approval. Unless so authorized by the City, the sign panels shall not appear to replicate the commonly accepted color schemes of motorist signs. 20. Contractor shall, at his own cost, maintain, repair, replace and /or repaint each sign panel as necessary or deemed necessary by the City. Upon notice by the City, Contractor agrees to undertake necessary repairs or replacement of any sign panel within seventy -two (72) hours of receipt of notice. Contractor shall not be responsible under the terms of this Section in the event that the City chooses to change /redesign the Topper panel, pole color or other`, sign components during the term of the Agreement. 21. Contractor shall not install or maintain any Sign Plazas or sign panels within the City or portions of its ETJ, which are not in compliance with the terms of this Agreement.' 22. Sign Panels shall be constructed on Apolic 360 or comparable material. The panels shall be vinyl coated and digitally printed on a material ,comparable to 3M Engineering Grade Retro- reflective. Each panel shall have no less then a three (3) year warranty on color and construction. 23. Individual sign panels on the Primary Structures shall not exceed sixty (60) inches in horizontal length by eighteen (18) inches in height. Individual sign panels on the Community Structures shall not exceed forty eight (48) inches in horizontal length by eighteen (18) inches in height. Individual sign panels on the Neighborhood Structures shall not exceed forty two (42) inches in horizontal length by twelve (12) inches in height. Dimensions of the individual sign panels on the Municipal or City Structures shall be determined by the City. 24. Contractor shall will work with the City to create, design and install a Plaza Program that is of the City's choosing. This process will take precedence over Contractor's other work within the City and no Sign Plaza shall be created to specifications other than those approved by the City. In order to better serve the City and expedite the design process, Contractor shall not subcontract the creation of the design of the Plazas. 3. Number of Sign Plaza Structures. The City in its sole discretion shall determine the number and placement of Sign Plazas. Contractor will perform their best efforts to maintain the number of Sign Plazas placed equal to or greater than thirty five (35) "Sign Plaza Requirement The City shall agree to allow the signage to The information contained within this Agreement is proprietary and shall not be divulged to parties other then the City and its representatives until fully executed by both City and Contractor 5. Term of Agreement and Termination of Agreement A. Term. The term of this Agreement is five (5) years. Page 6 of 15 direct homebuyers to each new housing community. Said signage shall be defined as one (1) Sign Plaza at each location where homebuyers require information regarding a change of direction and likewise where homebuyers would need reassurance to continue in a certain direction. One or more structures, located at least three hundred (300) feet apart, shall be allowed to accommodate directional sign panels. Contractor may submit to City at any time during the term of the Agreement subsequent requests for the timely approval of additional Sign Plaza locations, as may be expressed by homebuilders, developers, and residential communities over time. Contractor will work in his best efforts to accommodate all of the homebuilders and developers within the City on a minimal number of Sign Plazas. 4. Price and Payment Schedule for the Purchase of the Sign Plazas and Sign Panels. Subject to the provisions in Paragraph 6 below, the price and payment schedule for Sign Plazas shall be as follows: Contractor shall install the Sign Plazas and rotate City panels at no cost to the City. 14, Contractor will collect, and remit to the City, an amount of fifteen dollars ($15.00) per panel side per month, which has directional information, excluding that of public service panels, as an administrative fee for the entire term of this Agreement. In the event that the active panel placement generates less than twenty five thousand dollars ($25,000.00) annually, or six thousand two hundred and fifty dollars ($6,250.00) per fiscal quarter, as an Administrative fee the City shall receive the greater sum. Said fees shall be remitted quarterly and shall be remitted no later then sixty (60) days from the end of each fiscal quarter. Fiscal quarters will be based on the Contractor's fiscal cycle, beginning October 1 and ending September 30. In the et ant h oentatior alit) to snake any payment provided fur in this h 9,t1Ttti,s £stated. the h c ,ntr ator slsall pay t...its' ant B. Renewal. At the end of the initial five (5) year term, this contract will automatically terminate unless both parties mutually agree in writing, at least sixty (60) days prior to the end of the initial term, to extend this Agreement for an additional five (5) year term. C. Termination. This Agreement may be not be terminated by either party, except for breach as provided for in this Agreement: The information contained within this Agreement is proprietary and shall not be divulged to parties other then the City and its representatives until fully executed by both City and Contractor Page 7 of 15 1. Termination for Cause. If Contractor breaches and fails to remedy said breach as provided for in this Agreement, the City may terminate this contract. In the event of termination under this section, City shall have the option of requiring the Contractor to remove the Sign Plazas within thirty (30) businesses days after receiving a written termination letter from the City, or the City may retain the previously installed Plazas. Sign Plazas purchased by Contractor that have not previously been installed within the City shall remain the property of the Contractor. Contractor shall maintain a performance bond, naming the City as an additional beneficiary and equal to ten thousand dollars ($10,000.00), to ensure removal of the Sign Plazas in the event City chooses to require Contractor to remove the Sign Plazas in accordance with this section. 2. Termination for Convenience. If the City wishes to terminate this Agreement without cause the City must provide Contractor notice no less the thirty (30) business days prior to its affect. The City will be responsible for those items and /or services which Contractor has delivered and /or provided the City. The City will reimburse Contractor for labor, materials, costs of goods purchased for the City (Need stranded costs shown on Exhibit "B plus a profit of eight percent (8 Contractor will not be required to transfer that information related to the placement of the sign panels to the City, including, but not limited to, the original" sign service documents, an accounting of all open accounts, or any other relevant documents. 3. Termination by Contractor. The Contractor may, upon thirty (30) days notice to the City, terminate this Agreement. In the event of termination under this section, City shall have the option of requiring Contractor to remove the Sign Plazas within thirty (30) business days after receiving written notice of termination or City may retain the previously installed Sign Plazas. If the City chooses to retain the Sign Plazas, all sign panels and receivable from the placement of the sign panels shall become the property of the City. Further, Contractor agrees to promptly transfer all information related to the placement of the sign panels to the City, including, but not limited to, the original sign service documents, an accounting of all open accounts, and all other relevant documents. After the transfer of all information, this Agreement shall be of no further effect. 6. Placement of Sign Panels. After the City's written approval and acceptance of the installed Sign Plazas, the City agrees to extend to Contractor an exclusive right to The information contained within this Agreement is proprietary and shall not be divulged to parties other then the City and its representatives until fully executed by both City and Contractor Page 8of15 use the Sign Plazas for sign panel placements and to maintain the Sign Plazas and sign panels subject to the terms of this Agreement. A. Contractor agrees to offer and place sign panels for homebuilders, developers and residential communities. Contractor further agrees to use Contractor's best efforts to place all available sign panels on the minimum number of Plaza locations required to create complete participation. B. Contractor agrees that the placement fees for the sign panels will be set at a market rate. Contractor shall be allowed an annual cost of living increase for the fees associated with the management of the sign program. C. Contractor agrees to maintain all aspects of the placement of the sign panels, including entering into sign placement service agreements, billing, collecting fees, and paying any applicable taxes and fees to both City and the State of Texas. D. Contractor will remit to the City on a quarterly basis the amount of the City's Administrative Fee as specified in Section 4.B of this document. E. Contractor agrees to provide a quarterly report to the City pertaining to the number of sign panels installed within the City, the amount billed and the remittance of the City's Administrative Fees. F. Contractor agrees that in no event will the City be liable for any fee payment or other fees related to the placement of the sign panels. G. Contractor agrees to include in all sign service agreements an assignment clause which will assign Contractor's rights to fee payment to the City in the event Contractor elects to terminate this Agreement pursuant to Paragraph 5.C.3 above. H Homebuilders, developers, and residential communities with sites located within the jurisdictional boundaries of the City or portions of its ETJ shall at all times be allowed to participate in the Sign Plaza program. I. City and Contractor agree that no sign panels other than those manufactured and installed by Contractor shall be allowed on the Sign Plaza Structures. 7. Maintenance of Sign Plazas: A. Contractor agrees to maintain the Sign Plazas and sign panels for the term of this Agreement. B. Contractor agrees to replace damaged Sign Plazas and sign panels, as it or the City deems necessary or as provided for in this Agreement. The information contained within this Agreement is proprietary and shall not be divulged to parties other then the City and its representatives until fully executed by both City and Contractor Page 9 of 15 C. Contractor agrees to provide to the City a telephone number and a local contact person allowing the City to contact the Contractor requesting maintenance on the Sign Plazas or sign panels 24 hours a day, seven days a week. D. Contractor agrees to repair all Sign Plazas within five (5) business days of the receipt of the City's written request for repair. Contractor further agrees to remove for repair all sign panels within seventy -two (72) hours of written notification of the need of repair by the City. Sign panels shall be replaced within five (5) business days of the written notification. E. Contractor agrees to maintain a regular maintenance schedule to check each Sign Plaza and sign panels for all necessary repairs and to complete those repairs promptly. Contractor shall be responsible for the grounds maintenance in the area- hnmediately surrounding the Sign Plazas to maintain full visibility and to prevent the view from being obstructed by high weeds or grass. F. Contractor agrees to maintain all Sign Plazas and sign panels in conformity with all terms of this Agreement. 8. Indemnification. To the fullest extent permitted by law, Contractor agrees to indemnify, defend, and hold harmless the City, its officials, officers, officers, agents, and employees for, from and against: a) liability for damages resulting from injury, death,, property damage, and economic loss suffered by any person as a result of the negligent or willful act or omission of the Contractor or the Contractor's officer, agent, employee, or subcontractor; and b) reasonable attorney fees, court costs settlement expenses and litigation expenses related to liability described in subsection a) immediately above and/or relating to any claim or action asserting such liability against the City, its officials, officers, agents, and employees, unless said claim or action is the result of the negligent or willful act or omission of the City or the City's officer, agent, employee, or subcontractor. Contractor shall hold the City harmless for, from and against any claimants supplying labor or materials to the Contractor in the performance of the work required under this Agreement. The City reserves the right to request the Contractor provide written certification that all liens against materials and labor have been satisfied, before the City will make payment. 9. Insurance. Contractor shall maintain in full force and effect throughout the entire term of this Agreement insurance with an insurance company authorized to conduct business in Pearland, TX with the following policy limits. A. Comprehensive General Liability and Property Damage One Million Dollars ($1,000,000.00) B. Automobile Liability One Million Dollars ($1,000,000.00) C. Workers Compensation 1. Bodily Injury by Accident $1,000,000.00 The information contained within this Agreement is proprietary and shall not be divulged to parties other then the City and its representatives until fully executed by both City and Contractor 2. Bodily Injury by Disease $500,000.00 D. Additional Umbrella Coverage Three Million Dollars ($3,000,000.00) Within ten (10) days following the execution of this Agreement by all parties, Contractor shall present a Certificate of Insurance in a form satisfactory to the City which shall name the City as an additional insured party on Contractor's Comprehensive General and Automobile Liability policies. If during the term of this Agreement, any such insurance is canceled, or if Contractor fails to renew same, or if the policy limits are reduced below the limits required above, such event shall constitute a default of this Agreement. Contractor shall immediately notify the City in writing if such an event occurs. Contractor shall have Five (5) business days to cure any such default. 10. Independent Contractor. Contractor shall, at all times herein, be an independent contractor and not an employee of the City, nor shall any of the Contractor's employees or subcontractors be an employee of the City. 11. Notice. Any notice required to be given pursuant to this Agreement may be personally served upon the parties or may served by certified mail, return receipt required, to: CITY: City of Pearland, TX Attn: Mike Hodge 3519 Liberty Dr. Pearland, TX 77581 Telephone: (281) 652 -1600 Fax: Page 10 of 15 CONTRACTOR: National Sign Plazas Attn: Grant Itayzlett, Director of Operations 7076 South Alton Way, Building E -2 Centennial, CO 80112 Telephone: (720) 482 -9293 Fax: (303) 790 -0924 All notices, regardless of the nature of service, shall additionally be served upon Contractor at Contractor's office(s) in the State of Texas located at: Attn: National Sign Plazas 2500 Central Parkway, Suite M Houston, TX 77092 Telephone: (71.3) 673 -2590 Fax: (713) 673 -2585 12. Assignment and Subcontracting. Contractor may not delegate, assign or subcontract all or any part of the work except the fabrication and installation of the Sign Plaza structures and production of the sign panels, which require equipment, materials and expertise which the Contractor reasonably may not be expected to possess, without the City's prior written consent. The information contained within this Agreement is proprietary and shall not be divulged to parties other then the City and its representatives until fully executed by both City and Contractor 13. Miscellaneous. The Contract Documents represent the entire and integrated Agreement between the City and Contractor and supersedes all prior negotiations, representations of Agreements, whether written or oral, except as where noted. The Contract Documents may be modified only by a written document signed by both parties and approved by the City of Pearland City Council at a public meeting. This Agreement shall be governed under Texas State law, and any action relating to the Agreement shall be brought only in Brazoria County, TX. 14. Time is of the Essence. Contractor recognizes the City's desire(s) to move forward expeditiously. Contractor shall adhere to the City's desired timelines and schedules for the Plaza Program deployment as outlined in Section 4 (b) of this Agreement. 15. Default and Remedies. If any Party fails to perform any of its obligations under the Contract Documents, such failure shall constitute a default. The non defaulting Party shall give the defaulting Party written notice of the default. The defaulting Party shall have fifteen (15) business days after the receipt of such notice in which to cure the default. Failure to cure the default shall constitute a breach of this Agreement. In the event of a breach, the non breaching party may terminate this Agreement and may obtain any reasonable remedy provided by law and within this Agreement. In Witness thereof, authorized parties have signed this Agreement on the data in ated below. The City of Pearland, TX By Date 7 23-« Approved as to Legal Form By ir.. C.s City Attorney National Sign Plazas, In a California Corpor By Gran. ayzlett, Director of OpOr ions Date 7 if/t( Page 11 of 15 The information contained within this Agreement is proprietary and shall not be divulged to parties other then the City and its representatives until fully executed by both City and Contractor Page 12 of 15 The information contained within this Agreement is proprietary and shall not be divulged to parties other then the City and its representatives until fully executed by both City and Contractor EXHIBIT "A" Prirylory y f cazd Page 13 of 15 t43' Hi o tp The information contained within this Agreement is proprietary and shall not be divulged to parties other then the City and its representatives until fully executed by both City and Contractor Page 14 of 15 A1i9n4m 350 tzE t Mte bmr,b Inromt HomeBuilde The information contained within this Agreement is proprietary and shall not be divulged to parties other then the City and its representatives until fully executed by both City and Contractor 201m (r3 ,,{nyn t 4di Pi z affi rarMr rv.:iw„ SW-0 I;t.:t C;,a■ rsn M In Page 15 of 15 The information contained within this Agreement is proprietary and shall not be divulged to parties other then the City and its representatives until fully executed by both City and Contractor