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2750 Eagandale Blvd - PSA Agreement Agenda Information Memo September 21, 2010 Eagan City Council Meeting P. PSA AGREEMENT WITH CBS OUTDOOR—CITY OF EAGAN ACTION TO BE CONSIDERED: Approve an agreement between the City and CBS Outdoor, Inc. to provide the City five (5) hours/month (2250 eight-second spots) for public service announcements on the billboard located on railroad r-o-w adjacent to Coca- Cola, west of I-35E and south of Hwy 55 in the NE 1/4 of Section 3. FACTS: ➢ The Sign Ordinance allows conversions of static billboard signage to dynamic display signage provided the sign company either: A. reduces the number and size of billboard space they have in the City by an equal amount or B. the company provides the City five hours per month for public service messaging on the new dynamic display sign ➢ CBS Outdoor, Inc. is proposing to change-out the north face of the existing static billboard to a dynamic display sign and provide the City five hours of messaging per month. ➢ Upon approval by the City Council and execution of said agreement, the Sign Permit will be issued to allow CBS to convert the sign. ATTACHMENTS: (1) Location Map on page Agreement is being finalized and will be distributed to the City Council PUBLIC SERVICE AND COMMUNITY MESSAGING AGREEMENT THIS AGREEMENT is dated j474L/11tJLt{/7 , 2010 ("Effective Date"), by and between CBS Outdoor, Inc., a Delaware corporation, ("the Company") and the City of Eagan, a Minnesota municipal corporation ("the City"), and together collectively referred to as the"Parties." WHEREAS, the Company desires to have a dynamic display sign within the City pursuant to Eagan City Code Section 11.70, Subd. 28 (K)(4)(B); and WHEREAS, the Company has obtained and complied with all permit requirements for having a dynamic display sign with the City; and WHEREAS, the City desires to use up to 5 hours of advertising per month on the dynamic display sign pursuant to the terms set forth below. NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions hereinafter set forth, the Company and the City intending to be legally bound hereby agree as follows: 1. Allowed Signs. The Company shall be allowed to have within the City the north facing enhanced dynamic display sign(s) located adjacent to 2750 Eagandale Boulevard in rail road right-of-way, south of State Highway 55 and west of Interstate 35E in the NE 1/4 of Section 3 and identified as Sign 11 on Table A of Eagan City Code §11.70 (the "Sign".) The Company shall comply with all permit and zoning requirements not otherwise addressed in this Agreement. 2. Required Announcements. The Company agrees to reserve up to 5 hours (2250 eight-second spots)per month per for public service messages for the City on the Sign. The City shall be solely responsible for the design and development of the message. The City will provide the Company reasonable advance notice for any message it desires to be displayed. The City 1 may delegate to another governmental entity a portion of the time for community and public service announcements, but such delegation shall not make the delegate a beneficiary of this paragraph or otherwise entitle that entity to bring an action to enforce this paragraph. Such enforcement rights shall at all times remain with the City. The City time shall be reduced on a pro-rata basis for any time period when the Sign is inoperable or if the Sign is being used for other public service announcements (e.g. Amber Alerts or other state emergencies). 3. Timing of Announcements. The Company shall deliver the community and public service messages for the City during the same time periods and in the same manner as its paid advertisers would be displayed. The community and public service messages shall be displayed as eight-second spots delivered throughout a 24-hour period of time. The community and public service messages shall be incorporated into one of the 8 or 9 rotation segments and shall be displayed every 64 or 72 seconds, or at a similar rotation that correlates with a paid advertiser's schedule. The community and public service messages shall be distributed throughout a 24-hour period and shall not be relegated to the midnight to 6:00 a.m. frame as the only time of delivery. 4. Unused Announcement Time. Display time not used by the City in any month will be forfeited, and will not carry into another calendar month. 5. Breach. If the Company fails to provide the community and public service messages as required by this Agreement, the City may, in its discretion, require the Company to limit the rotation of messages displayed on the Sign by requiring a period of not less than twenty minutes between any change or movement of any image or message displayed on the Sign, until such time as the Company provides the community and public service messages outlined in this Agreement. 2 6. Limitation of Liability. Neither Party shall be liable to the other Party for any special, incidental, indirect, punitive or consequential damages, whether foreseeable or not, arising out of, or in connection with the other Party's: (i) failure to perform its respective obligations pursuant to this Agreement; or(ii)breach of its respective representations pursuant to this Agreement, including, but not limited to, loss of profits or revenue (whether arising out of transmission interruptions or problems, any interruption or degradation of service or otherwise), cost of capital, or claims of customers, in each case whether occasioned by any construction, reconstruction, relocation, repair or maintenance performed by, or failed to be performed by,the other Party or any other cause whatsoever, including breach of contract, breach of warranty, negligence, or strict liability, all claims with respect to which such special, incidental, indirect, punitive or consequential damages are hereby specifically waived. 7. Force Majeure. Neither Party shall be in default under this Agreement if and to the extent that any failure or delay in such Party's performance of one or more of its obligations hereunder is caused by any of the following conditions, and such Party's performance of such obligation or obligations shall be excused and extended for and during the period of any such delay: act of God; fire; flood; wars, insurrections and/or any other cause beyond the reasonable control of the Party whose performance is affected. The Party claiming relief under this Article shall notify the other in writing of the existence of the event relied on and the cessation or termination of said event. 8. Alteration in Writing. This Agreement supersedes any and all prior understandings and agreements, whether written or oral, between the parties with respect to the subject matter of this Agreement. No alteration or variation of this Agreement shall be valid unless made in writing and signed by the Company and the City. 3 9. Termination. This Agreement shall continue until the Company no longer operates the Sign. The Company shall provide the City with at least ninety days notice prior to the termination of its operation of the Sign. Should the Sign remain in existence following the Company's termination of operations, the rotation of messages displayed on the Sign shall be limited to a period of not less than twenty minutes between any change or movement of any image or message displayed on the Sign. 10. Notice. Any notice required hereunder shall be in writing and shall be addressed as follows: The Company: CBS Outdoor, Inc. 51777 5h447 ®ctA iC stpatrtminiTersata-5.5.tet (V i nne 1bn.k4, / 7N S53y3 The City: City of Eagan Tom Hedges, City Administrator Tom Garrison, Communications Director 3830 Pilot Knob Road Eagan,MN 55122 with a copy to: Michael G. Dougherty,City Attorney Severson, Sheldon,Dougherty&Molenda,P.A. 7300 West 147th Street, Suite 600 Apple Valley,MN. 55124 or to such other address as a Party may indicate in a written notice to the other. All notices and communications given under this Agreement shall be deemed to have been duly given and received: (i) upon personal delivery, or (ii) as of the third business day after mailing by United States mail, postage prepaid, addressed as set forth above, or (iii) the immediately succeeding business day after deposit (for next day delivery) with Federal Express or other similar overnight 4 . • courier system, or (iv) 24 hours after facsimile transmittal with confirmation of receipt and followed by personal delivery, United States mail, or overnight delivery as specified in this Paragraph. 11. Minnesota Law to Govern. This Agreement shall be governed by and construed in accordance with the substantive and procedural laws of the State of Minnesota excluding its conflict of law rules. All proceedings related to this Agreement shall be venued in the State of Minnesota. IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year first above written. THE COMPANY: THE CITY: CBS Outdoor, Inc. City of Eagan AAAAArck... By: By: 04 A47146 Mike Maguire Title: 1 .tiC1CL o kIStM1 Its: Mayor By:? ' vio Maria Lynn Petersen Its: Clerk 5 EXHIBIT A North facing sign - 2750 Eagandale Boulevard Eagan City Code off-premise sign, Table A, No. 11 Lat/Long: 44.85873° N 93.14683°W USNG: 15T VK 88399 67267