13-034 Amendment No. 7 to Implementation Agreement for Transit Shelter Advertising Program AMENDMENT NO. 7 TO
IMPLEMENTATION AGREEMENT FOR
TRANSIT SHELTER ADVERTISING PROGRAM
This Amendment No. 7 to Implementation Agreement ("Amendment") for Transit
Shelter Advertising Program is made this 27th day of September, 2012 (hereinafter referred to as
the "Effective Date"), by and among the Santa Clara Valley Transportation Authority ("VTA")
(formerly known as the Santa Clara County Transit District); Clear Channel Outdoor (formerly
known as Eller Media and Patrick Media Group, Inc.) ("CONTRACTOR"); and the following
California county and cities; the County of Santa Clara and the Cities of San Jose, Sunnyvale,
Santa Clara, Mountain View, Milpitas, Gilroy, Cupertino, Los Altos, Morgan Hill, Campbell,
Palo Alto and Los Gatos (the foregoing county and cities are hereinafter sometimes referred to
collectively as the "Participating Entities" and individually as a "Participating Entity" or the
"County" and/or a"City", as the case may be).
RECITALS
A. VTA and CONTRACTOR entered into that certain Transit Shelter Advertising
Program Agreement dated June 9, 1994 (the "Advertising Agreement"). The Advertising
Agreement provides for the construction by CONTRACTOR of up to 564 new bus shelters at
bus stop locations throughout the County of Santa Clara, with three-fourths (3/4) of all bus
shelters to contain advertising panels, as part of a transit advertising program ("Program").
B. On October 31, 1995, VTA, CONTRACTOR and nine local jurisdictions,
consisting of the County of Santa Clara and the Cities of San Jose, Sunnyvale, Santa Clara,
Mountain View, Milpitas, Gilroy, Cupertino, Los Altos, entered into an Implementation
Agreement for Transit Shelter Advertising Program ("Implementation Agreement"), which
amended the Advertising Agreement, to among other things, include the local jurisdictions in the
Program and transferred certain rights that were granted to VTA under the Advertising
Agreement to the local participating jurisdictions.
C. On September 8, 1997, VTA, CONTRACTOR and the participating jurisdictions
entered into Amendment No. 1 to the Implementation Agreement, to add the City of Morgan Hill
as a participating entity in the Program.
Clear Channel Outdoor
Board Action:September 6,2012
Amendment No.7 to Implementation
D. On March 23, 1997, VTA, CONTRACTOR and the participating jurisdictions
entered into Amendment No. 2 to the Implementation Agreement, to add the City of Campbell as
a participating entity in the Program.
E. On March 23, 1999, VTA, CONTRACTOR and the participating jurisdictions
entered into Amendment No. 3 to the Implementation Agreement, to establish a schedule of
liquidated damages to be assessed in the event CONTRACTOR fails to comply with certain
requirements of the Implementation Agreement.
F. On July 1, 2003, VTA, CONTRACTOR and the participating jurisdictions entered
into a fourth amendment to the Implementation Agreement, erroneously entitled "Amendment
No. 5",to add the City of Palo Alto as a participating entity in the Program.
G. On November 1, 2010, VTA, CONTRACTOR and the participating jurisdictions
entered into Amendment No. 5 to the Implementation Agreement to extend the term through
October 31, 2012.
H. On March 23, 2011, VTA, CONTRACTOR and the participating jurisdictions
entered into Amendment No. 6 to the Implementation Agreement, to add the City of Los Gatos
as a participating entity in the Program.
NOW, THEREFORE, for valuable consideration, the parties agree to amend the
Implementation Agreement, as follows:
(1) The term of the Implementation Agreement, and the Advertising Agreement,
is hereby extended through October 31, 2015 with the option of two
additional years per VTA Board of Directors action dated September 6,
2012.
(2) CONTRACTOR agrees to refurbish/repaint one third(1/3) of the shelters
each year. Such Capital Improvements shall commence May 2013.
(3) CONTRACTOR shall provide and install a custom shelter at the San Jose
Airport Terminal A bus stop. VTA shall have final approval on proposed
shelter. Such work shall commence May 2013.
Clear Channel Outdoor
Board Action:September 6,2012
Amendment No.7 to Implementation
(4) The CONTRACTOR agrees to achieve and maintain a level of 564 shelters
as required for the program.
(5) Except as hereby amended, each of the terms and conditions of the
Implementation Agreement and the Advertising Agreement and
Amendments thereto, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have signed this Amendment as of the date first set forth
below.
SANTA CLARA VALLEY CLEAR CHANNEL OUTDOOR
TRANSPORTATION AUTHORITY
By: ilI/ U kvf
By: -
Name: Michae T. Burns -`°'` Name: fed c'i
Date: /Q sf 1:' Date: it;
COUNTY OF SANTA CLARA CITY OF SAN JOSE
By: By:
Name: Name:
Date: Date:
CITY OF SUNNYVALE CITY OF SANTA CLARA
By: By:
Name: Name:
Date: Date:
Clear Channel Outdoor
Board Action:September 6,2012
Amendment No.7 to Implementation
CITY OF MOUNTAIN VIEW CITY OF MILPITAS
By: By:
Name: Name:
Date: Date:
CITY OF GILROY CITY OF CUPERTINO
fV
By: By:Name: Name: V),-T v`1 / 6( 5
Date: Date: L( ( L 7
CITY OF LOS ALTOS CITY OF MORGAN HILL
By: By:
Name: Name:
Date: Date:
CITY OF CAMPBELL CITY OF PALO ALTO
By: By:
Name: Name:
Date: Date:
TOWN OF LOS GATOS
By:
Name:
Date:
Clear Channel Outdoor
Board Action:September 6,2012
Amendment No.7 to Implementation
�/ OFFICE OF THE CITY CLERK
• CITY HALL
10300 TORRE AVENUE•CUPERTINO, CA 95014-3255
�S'
t.19s.A"
TELEPHONE: (408) 7'77-3223• FAX: (408) 777-3366
WEBSITE:www.cupertino.org
CUPERTINO
April 18, 2013
Santa Clara Valley Transportation Authority
Attn: Carolyn Vargas-Contracts Dept.
3331 North First Street, Building A
San Jose, CA 95134
Enclosed for your records is a fully executed original copy of the agreement with the City
of Cupertino. If you have any questions, please contact the Public Works Department at
(408) 777-3354.
Sincerely,
.' 16
_F::::A.01 Lacur
Brittany Carey
Senior Office Assistant
City Clerk's Office
Enclosure
cc: Public Works
/ OFFICE OF THE CITY CLERK
4,, CITY HALL
10300 TORRE AVENUE•CUPERTINO, CA 95014-3255
51.t9j. TELEPHONE: (408) 777-3223• FAX: (408)777-3366
� as
WEBSITE:www.cupertino.org
CUPERTINO
April 18, 2013
Santa Clara Valley Transportation Authority
Attn: Carolyn Vargas-Contracts Dept.
3331 North First Street, Building A
San Jose, CA 95134
Enclosed for your records is a fully executed original copy of the agreement with the City
of Cupertino. If you have any questions, please contact the Public Works Department at
(408) 777-3354.
Sincerely,
mil i A )Our
Brittany Carey
Senior Office Assistant
City Clerk's Office
Enclosure
cc: Public Works
rAS A N T A C L A R A
. V alley Transportation Authority
March 6, 2013
City of Cupertino
David Knapp
10300 Torre Ave.
Cupertino, CA 95014
Re: Agreement for Services with Clear Channel
Dear Mr. Knapp
The following documents have been enclosed for signature:
• Amendment No. 7 to Implementatiorn Agreement for Transit Advertising Program
Please sign, retain one of each for your records and return one to my attention at the
address shown below:
Santa Clara Valley Transportation Authority
Attn: Carolyn Vargas-Contracts Dept.
3331 North First St., Bldg. A
San Jose, CA 95134
You may contact me directly at 408-321-7161 with any questions/concerns regarding this
agreement.
Thank you,
--t0 /
Carolyn V i gas
Contract - dministra .r II
ENCLOSURE
3331 North First Street • San Jose, CA 95134-1927 • Administration 408.321.5555 • Customer Service 408.321.2300