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R-08-08-28-9A1 - 8/28/2008RESOLUTION NO. R -08-08-28-9A1 WHEREAS, the City of Round Rock ("City") prohibits the placement of signs in the public rights-of-way, and WHEREAS, on June 26, 2003 by Resolution No. R -03-06-26-11E, the City established a Kiosk Sign Program to direct prospective home buyers to new homes and subdivisions within the City and to provide directional information to municipal buildings, and WHEREAS, Motivational Systems, Inc. ("MSI") is in the business of erecting and maintaining such signs and administering such a directional sign program, and WHEREAS, MSI and City staff have negotiated a License Agreement for Signs in City Rights -of -Way, which the Council wishes to approve, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a License Agreement for Directional Signs in City Rights -of -Way with Motivational Systems, Inc., a copy of same being attached hereto as Exhibit "A", and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. O:\WDOX\RESOLUTI\R80828A1.DOC/rmc RESOLVED this 28th day of August, ,208. ATTEST: ouaptk SARA L. WHITE, City Secretary Th ALAN MCGRAW, Mayor City of Round Rock, Texas CITY OF ROUND ROCK LICENSE AGREEMENT FOR DIRECTIONAL SIGNS IN CITY RIGHTS-OF-WAY WITH MOTIVATIONAL SYSTEMS, INC. THE STATE OF TEXAS CITY OF ROUND ROCK COUNTY OF WILLIAMSON COUNTY OF TRAVIS KNOW ALL BY THESE PRESENTS: This LICENSE AGREEMENT for erecting and maintaining certain directional signs in City rights-of-way and for establishing and administering a directional sign program (referred to herein as the "Agreement") is made by and between the CITY OF ROUND ROCK, a Texas home -rule municipality whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299 (referred to herein as the "City" or "Licensor"), and MOTIVATIONAL SYSTEMS, INC., a California corporation, whose offices are located at 5008 Burleson Road, Austin, Texas 78744-1214 (referred to herein as "MSP" or "Licensee"). RECITALS: WHEREAS, City is the owner of real property in the City consisting of public rights -of - ways for streets; and WHEREAS, City desires to initiate a Kiosk Sign Program in such rights-of-way to direct the public to the location of homes for sale in new residential developments, along with providing a wayfinding program providing directional information to municipal buildings and municipal facilities; and WHEREAS, MSI is in the business of erecting and maintaining such signs and administering such a directional sign program, and desires to contract for the construction, installation and maintenance of the Kiosk Signs and Sign Panels as described more fully herein; and WHEREAS, MSI desires to maintain the Kiosk Signs after installation and to lease space on such Kiosk Signs for homes for sale in new residential developments, and to bill and collect fees from the Builders and/or Developers for itself and for the City; and WHEREAS, City and MSI desire to enter into this Agreement to establish such a directional Kiosk Sign Program on selected rights-of-way, and to set forth in writing their respective rights, duties and obligations hereunder. NOW, THEREFORE, WITNESSETH: That the foregoing recitals are incorporated into this Agreement by reference as if expressly set forth herein. 140435/jkg EXHIBIT 1 a 1AII That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follows: 1.01 CONTRACT DOCUMENTS This Agreement, and the delineated accompanying materials and/or incorporated exhibits, set forth the entire agreement between the parties named above. Each party to this Agreement shall comply with all of the terms, conditions and specifications contained in the contract documents. In the event of a conflict between the terms of two or more documents, the following priority order shall be observed: a) All applicable laws and regulations of the City of Round Rock and the State of Texas; b) This Agreement; c) City's Request for Proposals No. 08-016, Specification No. 07-155-40 dated December 2007, and MSI's proposal submitted in response thereto. 2.01 GENERAL DEFINITIONS Terms used herein shall be defined as follows: a) Builder and/or Developer. Builder and/or Developer shall mean a person or business entity in the business of constructing new single-family homes within the corporate limits or extraterritorial jurisdiction of City, which homes are for sale directly to the public. b) Kiosk Sign. Kiosk Sign shall mean a free-standing structure located in the right- of-way that features City's Identification Panel at the top of each structure and displays directional information to direct the public to multiple residential developments and community facilities. c) License Fee. License Fee shall mean the sum paid by MSI to City for the rights granted herein. d) New Subdivision. New Subdivision shall mean a predominantly single-family subdivision, development, or area within the corporate limits or extraterritorial jurisdiction of City in which the number of vacant single-family lots exceeds ten percent (10%) of the total number of single-family lots. e) Property. Property shall mean City's rights-of-way along certain designated arterial and collector streets within the City. 2 f) Sign Panel. Sign Panel shall mean a metal sign blade that is installed on a Kiosk Sign, such Sign Panel containing the name and/or logo of a New Subdivision or Homebuilder, and also containing directional information. A Sign Panel may have name and/or directional information on both faces. 3.01 DEFINITION OF KIOSK SIGN; PURPOSE OF KIOSK SIGN PROGRAM; AND SPECIFICATIONS OF KIOSK SIGNS a) Definition of Kiosk Sign. For purposes of this Agreement, a Kiosk Sign shall mean a free-standing structure located in the right-of-way that features City's Identification Panel at the top of each structure and displays directional information to direct the public to multiple residential developments and community facilities. b) Purpose of Kiosk Sign Program. The purpose of a Kiosk Sign Program is to direct the public to the location of homes for sale in new residential developments and to provide a wayfinding system to municipal buildings and municipal facilities. c) Specifications of Kiosk Signs. MSI, at its sole expense, agrees to design, manufacture and install Kiosk Sign structures and Sign Panels which reflect City's architectural and cultural heritage, which are uniformly designed and constructed in accordance with this Agreement, including but not limited to the following specifications and requirements, and in accordance with plans, specifications, design and material standards which City approves in writing, as well as applicable regulatory requirements of any other relevant governmental agency having jurisdiction: (1) Kiosk Sign installations shall include break -away design features as depicted in the Texas Department of Transportation's Sign Mounting Details for Roadside Signs. (2) The name and official logo of City shall be prominently displayed on both sides of the Identification Panel at the top of a Kiosk Sign, and shall be visible from each side. (3) A Kiosk Sign plan shall be prepared showing the site of each Kiosk, the dimensions of each Kiosk, the colors of each Kiosk, and design standards of each Kiosk. The Kiosk Sign plan shall be submitted to the City and shall be subject to approval by the Planning and Code Enforcement Departments and the Round Rock City Council in a process similar to that of a comprehensive sign plan. In the interest of completing the Kiosk Sign Program in a timely manner, City agrees to waive related sign permits and encroachment fees associated with the placement of the Kiosk Signs. 3 (4) All Kiosk Signs and Sign Panels shall be constructed of the same materials (steel and/or aluminum) and shall follow the uniform materials, colors, design, and appearance standards which are approved by City. No modification of the design specifications shall occur without the express prior written authorization of City. Sign Panels may be single or double faced. City may have a single blade that is equal to that of two panels in size. This double height blade is offered exclusively to City and will not be offered to others. (6) Maximum height for a single Kiosk Sign structure shall be twelve feet (12'). Exceptions to this height restriction may be granted by the City Manager or his/her designee, in that person's sole discretion, upon written request from MSI. (5) (7) (8) (9) Kiosk Signs shall have a uniform appearance with a maximum number of ten (10) panels on each side of the Kiosk Sign structure, or up to a maximum of twenty (20) panels in total. Exceptions to this number restriction may be granted by the City Manager or his/her designee, in that person's sole discretion, upon written request from MSI. Each Sign Panel shall be of the same quality and made of the same materials as all other Sign Panels. Sign Panels shall be of uniform design and uniform size. Sign Panels shall contain only the following: name of a developer, homebuilder or public facility limited to projects or buildings in City or City's extraterritorial jurisdiction, trademark and/or logo of same, a line of text which is part of a recognized trademark or logo, and an appropriate directional arrow to such local project or building. Directional arrows shall be of uniform size. Advertisement or price information is prohibited on Sign Panels. Sign Panels are not allowed to contain the names of, or give directional information for, subdivisions or homebuilders located outside of the corporate limits and/or extraterritorial jurisdiction of City. MSI shall submit final design plans, material specifications and a prototype scale model Kiosk Sign to City for written approval prior to manufacturing or installing any sign. MSI must receive City's written approval of design plans and material specifications which will be used to construct the Kiosk Signs prior to construction and installation. (10) There shall be no additions, signs, pennants, flags, streamers, attention - getting devices or other appurtenances attached to any Kiosk Sign or Sign Panel. Neither Kiosk Signs nor Sign Panels shall be illuminated. (11) Paint colors of Kiosk Signs and Sign Panels shall be subject to the prior written approval of City, at City's sole and absolute discretion. Fluorescent colors will not be approved. (12) MSI shall not install or maintain any Kiosk Signs or Sign Panels within City that are not in compliance with the terms of this Agreement. No Sign Panels other than those manufactured and installed by MSI shall be allowed on Kiosk Signs. 4.01 LOCATION AND NUMBER OF KIOSK SIGNS Kiosk Signs will be allowed in specific locations that are approved in writing in advance by City at its sole and absolute discretion. The total number of Kiosk Signs, and the number per location, shall also be subject to the prior written approval of City and shall be at City's sole and absolute discretion. Kiosk Sign locations shall be approved by the Director of Planning and Community Development, or his/her designee, in a process similar to that of a comprehensive sign plan. Kiosk Sign structures shall be located at least two hundred feet (200') apart from each other, unless Kiosk Sign structures are located across the street from each other. In the event additional Kiosk Sign location(s) are needed after the initial program approval, MSI reserves the right to apply to City for said location(s). 5.01 MSI's PROVISION OF KIOSK SIGNS TO CITY At no cost to City, MSI shall provide, design, construct, install and maintain the equivalent of twenty percent (20%) of all permitted Sign Panels to the City for use as directional signage to municipal or community facilities or locations or community events. If no space for such City-sponsored/mandated Sign Panels is available on a Kiosk Sign, a new Kiosk Sign shall be provided by MSI for City's use at any location designated by City. City shall have the absolute right to determine which Kiosk Signs shall be used for display of City Sign Panels. Should City desire Sign Panels in excess of those provided for in this Section 5.01, City may lease additional Sign Panels at fifty percent (50%) of the initial set-up fee and fifty percent (50%) of the monthly lease rate established in Section 6.01(k) of this Agreement. Additional Sign Panels that may be leased under this provision shall not exceed ten percent (10%) of the Sign Panels installed on Kiosk Signs as part of this Program. 6.01 INSTALLATION AND OPERATION OF KIOSK SIGNS a) MSI shall, at its sole expense and at no cost to City, administer the Kiosk Sign Program in accordance herewith. 5 b) MSI shall, at its sole expense and at no cost to City, install and operate the Kiosk Signs in accordance herewith. c) MSI shall install each Kiosk Sign in a location approved in writing by City. MSI shall work with City to identify Kiosk Sign locations. d) MSI shall be responsible for installing in conformity with the following: Kiosk Signs shall not interfere with the safe travel of pedestrians and motorists, and shall not interfere with the use of sidewalks, walkways, bike and hiking trails; shall not obstruct the visibility of motorists, pedestrians or traffic control signs and devices; shall not be installed within twenty-five feet (25') of the intersection of the curb lines of two roadways; shall be a minimum of ten feet (10') from the curb line and shall not be installed within one foot (1') of a sidewalk; and shall comply with requirements of the twenty-five foot (25') visibility triangle or other visibility easements, unless deviation is allowed by the City Manager or his/her designee, in that person's sole discretion. For purposes hereof, a curb line is an imaginary line drawn along the outermost part of the back of a curb and gutter on either side of a public street, or if there is no curb and gutter, along the adjacent edge of the paved roadway. e) MSI shall be responsible for installing in conformity with the following: All Kiosk Sign structures shall be installed in a manner such that the structure and sign panels are level, plumb, and not leaning or swaying. f) At City's written request and at no cost to City, MSI shall place new or shall rotate existing City Sign Panels within fourteen (14) business days of City's request. g) At City's written request and at no cost to City, MSI shall physically move Kiosk Signs and then reinstall such Kiosk Signs at a new location as directed by City, and same shall be accomplished within fourteen (14) business days of City's request. h) As specified herein, Sign Panels shall be leased only to new residential subdivisions, Builders and/or Developers, City -owned facilities and other governmental entities approved by City. i) MSI may charge a uniform monthly rate to new residential subdivisions, Builders and/or Developers for lease of Sign Panels, said rate not to exceed, without written consent of City, $75.00 per month per Sign Panel. MSI may charge a one- time fee for initial set-up in the amount of $100.00. Such uniform rate shall be published and made readily available to City's citizens and the public. 6 j) A Builder and/or Developer may not lease more than one panel per community, per product line each per Kiosk Sign. k) If any individual Sign Panel is not leased, or is removed for repairs, MSI shall insert a blank Sign Panel in its place. 1) MSI shall regularly and adequately maintain the ground within three feet (3') of each and every Kiosk Sign, including but not limited to mowing, eliminating weeds, and removing all accumulated debris. m) MSI shall be responsible for obtaining and maintaining any necessary business licenses from City or any other applicable governmental agency. 7.01 MAINTENANCE OF KIOSK SIGNS MSI agrees to maintain Kiosk Signs and Sign Panels in strict accordance with applicable provisions contained in Exhibit "A" (attached hereto and incorporated herein for all purposes), and additionally as follows: a) MSI agrees at all times to maintain all Kiosk Signs and Sign Panels in good condition, and to immediately perform necessary repairs and/or replacement of any damaged Kiosk Sign or Sign Panels, as needed or directed by City. MSI acknowledges its substantive contractual responsibility to promptly remove, repair and/or replace damaged, worn, bent, broken, chipped, faded, vandalized, destroyed, and/or obsolete Kiosk Signs and Sign Panels, and agrees to promptly undertake everything necessary, at its own expense, to maintain, repair, replace or repaint Kiosk Signs or Sign Panels. b) MSI agrees to remove for repair any Kiosk Sign within 72 hours of notification of need for repair by City. MSI further agrees to replace the repaired Kiosk Sign or install a new Kiosk Sign within three (3) business days of the aforesaid notification. MSI agrees to remove for repair any Sign Panel within 48 hours of notification of need for repair by City. MSI further agrees to replace the repaired Sign Panel or install a new Sign Panel within 72 hours of the aforesaid notification. c) MSI agrees to maintain a regular schedule, at least weekly, to check each Kiosk Sign for any needed repairs, and acknowledges that it will devote sufficient manpower to performing such inspections. d) MSI agrees to treat all Kiosk Signs with a graffiti -guard product, and that MSI will initiate graffiti removal within 24 hours of notification by City. 7 8.01 ADDITIONAL CONTRACTUAL RESPONSIBILITIES OF MSI MSI agrees to the following additional provisions: a) MSI agrees to provide to City a certified annual report for each calendar year of this License Agreement detailing the number of Kiosk Signs and Sign Panels and gross receipts from same. In such report, MSI shall include the following: names, addresses and telephone numbers of lessees; number of Sign Panels leased to each lessee; and amount billed to and collected from each lessee. The annual report shall be due on or before February 1 for the preceding calendar year. b) MSI shall keep accurate books, records and documents that pertain to all gross receipts collected as part of the Program. The books of account shall be open for inspection, copying, or audit by City at all times. c) MSI agrees that in no event will City be liable for any lease payment or other fees related to the leasing of the Sign Panels. d) MSI agrees to include in all leases or agreements with Builders and/or Developers or owners of New Subdivisions a clause assigning MSI's rights to lease payments to City in the event City terminates this Agreement for cause. e) MSI agrees to provide City with a telephone number and contact person who shall respond to calls for maintenance from 8:00 am until 5:00 pm Monday through Friday. fj MSI agrees that the monthly Sign Panel lease rate shall include assistance with code enforcement. g) MSI agrees to provide removal within City's city limits and extraterritorial jurisdiction of illegal signs not in conformance with City's codes and regulations. MSI agrees to devote sufficient manpower each Saturday and Sunday during the term of this Agreement to accomplish removal of such illegal signs, and to provide a weekly written report of such illegal sign removal to City. h) MSI agrees to provide GPS mapping of Kiosk Sign locations to coordinate with City's GIS System. i) MSI agrees to provide interested parties with a marketing package which includes a letter and ordinance excerpts, a list of locations, a map of locations, and a Kiosk Sign Panel order form and agreement. 8 j) MSI agrees to waive the art set-up and panel production fees for existing users, in recognition of the fact that the Round Rock Kiosk Directional Signage program is an existing program. All new Builders and/or Developers that choose to lease the directional panels after the effective date of this License Agreement shall incur these one-time fees. k) MSI asserts its intention, relied upon by City, to perform all project elements 100% in-house without resort to subcontractors. MSI agrees to utilize a registered structural engineer to produce the necessary structural drawings, including wind loads and breakaway calculations. 1) MSI agrees to remove any Kiosk Sign that becomes obsolete and is no longer needed for its intended purpose. Such removal shall be at no cost to City, and MSI shall return real property where such Kiosk Sign had been placed to its original condition. Such removal and restoration shall be accomplished within thirty (30) days of City's determination of obsolescence. A Kiosk Sign shall be considered to be obsolete if it is determined that there are no longer any Sign Panels being utilized by City or other qualified users. m) MSI agrees to bear all costs associated with the design, fabrication/construction, installation, and maintenance of the Kiosk Signs and Sign Panels and the Kiosk Directional Signage Program. All accounting, billing, and collections shall be performed by MSI. n) MSI expressly agrees that no costs whatsoever shall be passed on to or imposed in any manner on the City of Round Rock. MSI expressly agrees that this Program shall be supported by fees charged and collected by MSI from lessees of Sign Panels. City shall not be responsible for any costs, fees, expenses or charges related to the Program, and shall not be required or obligated to provide any compensation or payment to MSI for construction, design, maintenance, ground leases, installation, removal of Kiosk Signs or Sign Panels, or any other duty performed by MSI in administering this Program. 9.01 RESPONSIBILITIES OF CITY City agrees to waive all sign permit fees charged by City for installation of Kiosk Signs. City agrees to direct Builders and/or Developers and other governmental entities to communicate with MSI regarding negotiation of the lease of Sign Panels. During the term of this Agreement, City agrees that it shall not enter into any other contracts with another vendor for the provision of Kiosk Signs or Sign Panels. 9 10.01 LICENSE Subject to the terms and conditions contained herein, MSI shall have the right to install, repair, replace, and maintain Kiosk Signs on City's designated Property. It is understood that MSI shall have the right to charge Builders and/or Developers for the right to place name and/or directional information on the Sign Panels. MSI expressly agrees that the license granted herein is personal to MSI, and that said license is not assignable. MSI further expressly agrees that any attempt to assign said license shall serve to immediately terminate the license. 11.01 SCOPE OF WORK MSI shall perform the Work set forth herein and in accompanying documents. In general, and for purposes of illustration and not limitation, such work shall consist of the following: a) Construct, install, maintain, repair, and replace approved Kiosk Signs and Sign Panels at no cost to City. b) Contract with Builders and/or Developers for the placement of Sign Panels in a fair, equitable and non-discriminatory manner and in accordance with the guidelines of City. c) Assist City in determining appropriate locations for Kiosk Signs; d) Attend meetings with City staff and Builders and/or Developers, as necessary or as directed by City, to coordinate the implementation of the Kiosk Sign Program; and e) Collect all Sign Panel rental fees and remit the contracted -for portion thereof to City in the form of a quarterly administrative fee. 12.01 EFFECTIVE DATE, DURATION, AND TERM OF LICENSE This Agreement shall be effective on the date this Agreement has been signed by each party hereto, and shall remain in full force and effect unless and until it expires by operation of the term indicated herein, or is terminated or extended as provided herein. Unless terminated sooner as provided herein, the term of this Agreement shall be for sixty (60) months from the effective date hereof. After that initial term, this Agreement may be renewed for two (2) successive one-year periods, under the same terms and conditions, only upon the express written agreement of both parties, and only provided that MSI has performed each and every contractual obligation specified in this Agreement. 10 City reserves the right to review the services at any time, and may elect to terminate with or without cause or may elect to continue with the services. 13.01 LICENSE FEE DUE TO CITY In consideration for this license, MSI shall pay to City a License Fee equal to $15.00 per month for each face of each Sign Panel containing name and/or directional information located on City's Property. MSI shall not be required to pay a License Fee for Sign Panels providing directions to City or other government-owned facilities. Said License Fee shall be paid quarterly as follows: January 1 through March 31 April 1 through June 30 July 1 through September 30 October 1 through December 31 Payment is due no later than April 15 Payment is due no later than July 15 Payment is due no later than October 15 Payment is due no later than January 15 Payments shall be due without invoicing on the part of City. If any payment is not received by City within ten (10) days of the dates mandated in this Section 13.01, then and in that event City may charge MSI late fees which shall accrue at an interest rate equivalent to the prime rate as published by the Wall Street Journal as of the date of delinquency. 14.01 POTENTIAL ADJUSTMENTS TO LICENSE FEE On an annual basis, at the end of each twelve-month period of this Agreement's initial term of sixty (60) months, MSI may request City approval to adjust the Sign Panel lease fee amount. City has absolute discretion to grant or deny such request. Any proposed fee increase shall not exceed the proportional average increase in the construction cost index as published monthly by McGraw Hill Publishing Company in the Engineering News -Record. In the event Sign Panel lease fees are increased, the administrative fee owed by MSI to City under this Agreement shall also increase in an equal proportionate amount. 15.01 DEFAULT; TERMINATION FOR CAUSE OR FOR CONVENIENCE a) Default. If MSI fails to perform any of its material obligations under this Agreement, such failure shall constitute a default. Not excluding other legitimate reasons for declaring default, MSI shall be declared in default under this Agreement if it does any of the following: 1) Fails to make any payment in full when due; 2) Fails to fully, timely and faithfully perform any of its material obligations under this Agreement; 11 3) Fails to provide adequate assurance of performance under the "Right to Assurance" section herein; or 4) Becomes insolvent or seeks relief under or is involuntarily brought under the bankruptcy laws of the United States. b) Termination for Cause. City reserves the right to enforce the performance of this Agreement in any manner prescribed by law or deemed to be in the best interest of City in the event of breach or default of this Agreement. City reserves the right to terminate this Agreement for cause in the event MSI fails to perform in accordance with this Agreement. If City terminates this Agreement for cause before the end of the term stated herein, MSI agrees that all Kiosk Signs shall remain in place, and that the Sign Panels and all receivables from the leasing of the Sign Panels shall become the property of City. Further, MSI agrees to transfer promptly all information related to the lease of the Sign Panels to City, including but not limited to the original lease documents, an accounting of all open accounts and all other relevant documents. Further, MSI's lease contracts with Builders and/or Developers shall contain a clause which assigns the leases to City in the event City gives notice of termination of this Agreement for breach or default by MSI. Further, MSI must give notice to Builders and/or Developers who are lessees, within thirty (30) days of City's notice of termination for breach or default of this Agreement, and transfer all lease pre -payments, calculated from the date of City's notice of termination. Further, MSI must give City information related to the placement of Sign Panels, including but not limited to original Sign Panel service documents and leases, accountings of all open accounts, and any other relevant documents. c) Termination of this Agreement for breach or default will occur as a result of a single act of material default as well as for frequent, regular or repetitive defaults that, taken together, would be considered a material default of this Agreement. d) Failure by City to remove or abate any illegal signs in rights-of-way shall not be deemed to be a breach or default of this Agreement. e) Upon MSI's breach or default of this Agreement, the injury to City will be uncertain and difficult to quantify. After City has given notice of breach or default to MSI, MSI will pay City the amount of $75.00 per day as liquidated damages until City is able to contract with another provider and such provider has its similar program in place and fully operational. MSI expressly acknowledges and agrees that the amount of $75.00 per day is reasonable considering the difficulty of proving actual loss and the difficulty of finding another adequate remedy, and agrees that the liquidated damages herein will function as a measure of damages and not as a penalty. 12 f) Termination for Convenience. It is expressly acknowledged, understood, and agreed by MSI that, at any time after the first anniversary of this Agreement, City may terminate at will and for convenience this Agreement and the attendant license by giving MSI ninety (90) days' written notice of termination. If such termination at will and for convenience is effected by City, then and in that event all Kiosk Signs and signage shall remain the property of MSI and shall be removed by MSI within said ninety (90) day period. Any Kiosk Signs and signage and portions thereof of every nature not removed within said period shall become the unfettered property of City. If, for reasons other than breach or default, MSI or City terminates this Agreement by giving notice before the end of the term hereof, then and in that event MSI shall remove all Kiosk Signs and Sign Panels, and such removal shall occur within thirty (30) days of sending or receiving notice. Following removal of Kiosk Signs, MSI shall return real property where Kiosk Signs had been placed to its original condition. MSI shall return all lease pre -payments, calculated from the date notice was given by MSI or City or the date of the end of the term of this Agreement, to the Builder and/or Developer lessees or governmental entities. h) Expiration of Agreement at End of Term. At such time as the term of this Agreement (and any renewals thereof) expires, MSI shall, at no cost to City, remove all Kiosk Signs that have not been purchased for exclusive use by City. MSI shall complete removal and return real property where Kiosk Signs had been placed to its original condition, and such shall be accomplished no later than thirty (30) days following the expiration of this Agreement. g) 16.01 NOTICE AND OPPORTUNITY TO CURE Notwithstanding any other provision in this Agreement, upon the occurrence of an event of default under this Agreement and prior to any right of City to declare an event of default or exercise any remedy under this Agreement, MSI shall have the right to written notice of default specifically stating the default claimed (referred to herein as the "Default Notice") and MSI shall have the opportunity to cure such default or condition giving rise to City's right to declare a default as hereafter stated: MSI shall have ten (10) business days to cure any default or conditions specified in the Default Notice. Failure to cure the default within the time allotment given shall constitute a breach of this Agreement. In the event of a breach, City may terminate this Agreement and may obtain any remedy provided by law. Notwithstanding any other provision in this Agreement, upon the occurrence of an event of default under this Agreement and prior to any right of MSI to declare an event of default or exercise any remedy under this Agreement, City shall have the right to written notice of default specifically stating the default claimed (referred to herein as the "Default Notice") and City shall have the opportunity to cure such default or condition giving rise to MSI's right to declare a default as hereafter stated: City shall have ten (10) business days to cure any default or conditions specified in the Default Notice. Failure to cure the default within the time allotment given shall constitute a breach of this Agreement. In the event of a breach, MSI may terminate this Agreement and may obtain any remedy provided by law. 13 17.01 INDEMNIFICATION To the extent allowed by law, MSI (and its officers, members, partners, employees, agents, and licensees) specifically agree to save, hold harmless, and fully indemnify City (and its officers, agents, directors, representatives and employees), from and against any and all suits, actions, legal proceedings, demands, costs, expenses, losses, damages, fines, penalties, liabilities and claims of any character, type or description, including but not limited to any and all expenses of litigation, court costs, attorneys fees and all other costs and fees whatsoever on account of personal injuries (including, without limitation, workers compensation and death claims), or real or personal property loss or damage of any kind whatsoever, which arise directly or indirectly out of or which are in any manner connected with performance under this Agreement, or which are caused by, either proximately or indirectly, wholly or in part, any act or omission, negligence or misconduct by MSI or any of MSI's agents, employees, contractors, subcontractors, patrons, guests, licensees or invitees related to this Agreement or Project, including but not limited to the construction, installation, maintenance or removal of Kiosk Signs and Sign Panels or the lease of Sign Panels, or when any said injury or damage is the result, proximate or remote, of the violation by MSI or any of its agents, employees, contractors, patrons, guests, licensees or invitees of any law, ordinance or governmental order of any kind, or when said injury or damage may in any other way arise from or out of this Agreement. The terms of indemnification shall be effective, pursuant to this Agreement, whether said injury or damage may result from the intentional acts, the sole negligence, or the contributory negligence of MSI. MSI, pursuant to this Agreement, will, at its own expense, investigate all such claims and demands, attend to their settlement or other disposition, defend all actions based thereon with counsel satisfactory to City, and pay all charges of attorneys and all other claims, costs, expenses and judgments of any kind from any said liability, damage, loss, claims, demands, or actions. MSI (and its officers, members, partners, employees, agents, and licensees) shall, as a term of this Agreement, fully indemnify, defend, save and hold harmless City (and its officers, agents, directors, representatives and employees) against any and all claims, attorneys fees, damages and causes of action arising directly or indirectly out of the lease contracts between MSI and residential subdivisions, developers, homebuilders and community facilities not operated by City. In no event shall either party be liable to the other for special or consequential damages, statutory or otherwise. 18.01 LIENS MSI shall obtain lien waivers from contractors, subcontractors, vendors and all other third parties providing labor, materials, equipment, supplies or services in connection with the performance of this Agreement. MSI hereby irrevocably waives any rights it may have or which it may acquire during the term of this Agreement to record liens against City or its property with respect to the Kiosk Signs and Sign Panels. MSI shall also pay, satisfy, and discharge all 14 mechanic's liens, materialman's liens, and other liens, claims, obligations and liabilities that may be asserted against City or its property by reason of or as a result of any acts or omissions of MSI, its employees, agents, suppliers, and subcontractors, in connection with any aspect of this Agreement or the Program. MSI shall fully and completely indemnify and hold City, its elected officials, employees, agents and consultants harmless from and against any claims, injuries, causes of action, attorneys fees, damages, fees and expenses, to which they or any of them may be subject to by the failure of MSI to obtain lien waivers or otherwise comply with obligations under this section and Agreement. MSI will assume the defense of any such claim at its own expense, and will fully pay any judgments rendered. 18.01 INSURANCE MSI shall maintain insurance in full force and effect, throughout the entire term of this Agreement, with an insurance company authorized to conduct business in Texas and acceptable to City, which insurance shall meet or exceed all requirements as stated in City's Request for Proposals No. 08-016, Specification No. 07-155-40 dated December 2007, and specifically delineated in Attachment A thereof entitled "City of Round Rock Insurance Requirements." 19.01 INDEPENDENT CONTRACTOR STATUS MSI is an independent contractor, and is not City's employee. MSI's employees are not City's employees. This Agreement does not create a partnership, employer-employee, or joint venture relationship. No party has authority to enter into contracts as agent for the other party. MSI and City agree to the following rights consistent with an independent contractor relationship: a) MSI has the right to perform services for others during the term hereof. b) MSI has the sole right to control and direct the means, manner and method by which services required by this Agreement will be performed. c) MSI has the right to hire assistants, or to use employees to provide the services required by this Agreement. d) MSI or its employees shall perform services required hereunder, and City shall not hire, supervise, or pay assistants to help MSI. e) Neither MSI nor its employees shall receive training from City in skills necessary to perform services required by this Agreement. f) City shall not require MSI or its employees to devote full time to performing the services required by this Agreement. 15 g) Neither MSI nor its employees are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of City. 20.01 WARRANTIES MSI warrants that all services performed hereunder shall be performed consistent with generally prevailing professional or industry standards, and shall be performed in a professional and workmanlike manner. MSI shall re -perform any work not in compliance with this warranty. 21.01 ASSIGNMENT AND DELEGATION The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Neither party may assign any rights or delegate any duties under this Agreement without the other party's prior written approval, with the sole exception being that MSI may subcontract for the fabrication of Kiosk Signs or Sign Panels if such fabrication requires equipment, materials or expertise which MSI cannot be reasonably expected to possess. Any attempted assignment or designation on the part of MSI, without prior written consent from City, shall be void. 22.01 LOCAL, STATE AND FEDERAL TAXES MSI shall pay all income taxes, and FICA (Social Security and Medicare taxes) incurred while performing services under this Agreement. City will not do the following: a) Withhold FICA from MSI's payments or make FICA payments on its behalf; b) Make state and/or federal unemployment compensation contributions on its behalf; or c) Withhold state or federal income tax from any of MSI's payments. If requested, City shall provide MSI with a certificate from the Texas State Comptroller indicating that City is a non-profit corporation and not subject to State of Texas Sales and Use Tax. 23.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES MSI, its consultants, agents, and employees shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. MSI shall further obtain all permits, licenses and the like required in the performance of the services contracted for herein, and same shall belong solely to City at the expiration of the term of this Agreement. 16 24.01 FINANCIAL INTEREST PROHIBITED MSI covenants and represents that MSI, its officers, employees, agents, and consultants will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required under this Agreement. 25.01 GRATUITIES AND BRIBES City may, by written notice to MSI, cancel this Agreement without liability if it is determined by City that gratuities and/or bribes in the form of entertainment, gifts, or otherwise were offered or given by MSI or its agents or representatives to any City officer, employee or elected representative with respect to the procurement or performance of this Agreement. In addition, MSI may be subject to penalties stated in Title 8 of the Texas Penal Code. 26.01 RIGHT TO ASSURANCE Whenever either party to this Agreement, in good faith, has reason to question the other party's intent to perform hereunder, then demand may be made to the other party for written assurance of intent to perform. In the event that no written assurance is given within the reasonable time specified when such demand was made, then and in that event the demanding party may treat such failure as an anticipatory repudiation of this Agreement. 27.01 STANDARD OF CARE MSI represents that it is specially trained, experienced and competent to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed in a manner according to generally accepted industry practices. 28.01 FORCE MAJEURE Notwithstanding any other provisions of this Agreement to the contrary, no failure, delay or default in performance of any obligation hereunder shall constitute an event of default or a breach of this Agreement, only to the extent that such failure to perform, delay or default arises out of causes beyond control and without the fault or negligence of the party otherwise chargeable with failure, delay or default; including but not limited to acts of God, acts of public enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters or other casualties, strikes or other labor troubles, which in any way restrict the performance under this Agreement by the parties. MSI shall not be deemed to be in default of its obligations to City if its failure to perform or its substantial delay in performance is due to City's failure to timely provide requested information or other materials necessary for MSI to perform its obligations hereunder. 17 29.01 DISPUTE RESOLUTION If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually selected mediator. If the parties cannot agree on a mediator, City shall select one mediator and MSI shall select one mediator and those two mediators shall agree upon a third mediator. Any costs and fees, other than attorneys fees, associated with the mediation shall be shared equally by the parties. City and MSI hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute. 30.01 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: (1) When delivered personally to the recipient's address as stated herein; or (2) Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated in this Agreement. Notice to MSI: Kevin Fleming Motivational Systems, Inc. 5008 Burleson Road Austin, TX 78744-1214 Notice to City: City Manager's Office James R. Nuse, P.E., City Manager 221 East Main Street Round Rock, TX 78664-5299 AND TO: City Attorney's Office Stephan L. Sheets, City Attorney 309 East Main Street Round Rock, TX 78664-5299 Nothing contained in this section shall be construed to restrict the transmission of routine communications between representatives of City and MSI. 18 31.01 APPLICABLE LAW; ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 32.01 EXCLUSIVE AGREEMENT The terms and conditions of this Agreement, including all exhibits, constitute the entire agreement between the parties and supersede all previous communications, representations, and agreements, either written or oral, with respect to the subject matter hereof. No modifications of this Agreement will be binding on any of the parties unless acknowledged in writing by the duly authorized governing body or representative for each party. 33.01 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion of provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion of provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. 34.01 GENERAL AND MISCELLANEOUS The section numbers and headings contained herein are provided for convenience only and shall have no substantive effect on construction of this Agreement. The failure of a party to exercise any right hereunder shall not operate as a waiver of said party's right to exercise such right or any other right in the future. Time is of the essence to this Agreement. MSI understands and agrees that any failure of MSI to complete the services due under this Agreement within the agreed term will constitute a material breach of this Agreement. City agrees to provide MSI with one (1) fully executed original Agreement. This Agreement may be executed in multiple counterparts, which taken together shall be considered as one original. 19 IN WITNESS WHEREOF, the parties have executed this Agreement an the dates hereafter indicated. CITY OF ROUND ROCK, TEXAS MOTIVATIONAL SYSTEMS, INC. By: Printed Name: Title: Date Signed: ATTEST: By: Sara L. White, City Secretary FOR CITY, APPROVED AS TO FORM: By: Stephan L. Sheets, City Attorney By: Printed Na ;7:2 7 j4" Y�, �, Title: Gx % p, LS - Date Signed: J - 0 q 20 Proposed Kiosk Sign Rental Pees The monthly kiosk panel lease rate includes assistance with code enforcement. To emphasize MSI's direct and open relationship as a consultant to the City of Round Rock, a schedule with projected revenue earnings is included in Exhibit A, "Proposed Rate and Estimated Revenue Stream." Please note there are additional lease rates shown on this schedule which are open to discussion. The following are the key benefits that the City of Round Rock will receive: • Increase the City's administration fee by 50%, from $10.00 per panel to $15.00 per panel, per month. • Design, construct and install new kiosk structures that are designed to reflect the City of Round Rock's architectural and cultural heritage. • Provide removal within the City limits and ETJ of illegal signs not in conformance with City Codes. This allows the City's Code Enforcement staff to use its resources in a more efficient manner and focus on issues larger than nuisance "bandit" signs or illegal off-site signs. • Remit to the City its administration fee on a monthly, not quarterly basis, increasing the City's monthly cash flow. • Provide GPS mapping of kiosk locations to coordinate with the City's GIS system. These benefits are of added value to the City, and beyond the scope of the current Agreement for Services in place with the City's current provider. MSI will provide interested parties with a marketing package which includes a letter and ordinance excerpts, a list of locations, a map of locations, and a kiosk panel order form and agreement. Given that the Round Rock Kiosk Directional. Signage program is an existing program, MSI agrees to waive the art set-up and panel production fees for existing users. Any new homebuilders that choose to lease the directional panels after the consummation of this agreement will incur these one-time fees. All approved requests for new kiosk panels, panel repair and panel removal shall be in writing and shall be completed by MSI within three working days of receipt of such notice. MSI anticipates that all project elements will be done 100% in-house. Therefore, there will be no subcontractors to manage. We will utilize a registered structural engineer to produce the structural drawings including wind loads and breakaway calculations. MSI will bear all costs associated with the design, fabrication/construction, installation, and maintenance of the kiosk directional signage program. All accounting, billing, and collections will be performed by MSI. No costs shall be passed on to the City of Round Rock. EXHIBIT Schedule fot Implementation - Moak Sign Work Flow Aiiatyais The following work program will be finalized between MSI and the City of Round Rock. The following is a brief description of the program elements. The implementation of the kiosk sign program's structures . will require an overall timeline of 12 weeks. Location Analysis (Weeks 1 and 2) Given that the Round Rock Kiosk program is currently in effect, the map of current Locations will be reviewed by MSI and City staff. MSI will provide recommendations as to the effectiveness of these locations. Throughout the location analysis phase, public health and safety considerations will take precedence over all other requirements. • Final sign locations will be subject to review and approval by the Development Review Manager, Code Enforcement Officer. Leasing/Permitting (Weeks 2 through 4) Upon location approval, MSI will initiate the process of obtaining ground leases, encroachment and building permits for those locations not currently part of the kiosk program. Fabrication/Installation (Weeks 2 through 12) Concurrent with the leasing/permitting phase, we will commence construction. Marketing (on-going) (Weeks 2 through 6) Concurrent with fabrication, upon acquiring ground leases and permits, all potential Kiosk panel users will be contacted in a timely manner. This will provide ample time to ensure complete and fair participation prior to commencement of Kiosk installation. Marketing and leasing will be an ongoing process. A marketing packet will be prepared containing price lists for set-up fees and leasing rates, along with the current map of locations and availability. This packet will be sent to all builders at the time the Kiosk sign building permits are applied for and after that on an as -required basis. Adiilis ai tcativr uid lia s<Atclf.riO.ceiil re* _ MSI's approach to this program will be one of a professional consultant and partner with the City in the implementation and administration of this program. The result will be a program, of which the City, its citizens, the building community and MSI can be proud. ✓ Construction, installation, maintenance, repair and removal of Kiosk Sign Structures and Sign Panek at no cost to the City. MSI shall design, construct, install, and maintain/repair all of its kiosk structures and panels, in house. There is no cost to the City of Round Rock, as these costs are recouped through the administration and fee collection during the life of the kiosk program. ✓ Contracts with developers and homebuildersfor the placement of Sign Panels in a fair and equitable manner under the guidelines of the City. Concurrent with fabrication, upon acquiring ground leases and permits, all potential Kiosk panel users will be contacted in a timely manner. This will provide ample time to ensure complete and fair participation prior to commencement of Kiosk installation. MSI's method of sign panel placement combines traffic safety with effective way -finding strategies. In determining panel sequencing, top to bottom on the structures, Left turns will be at the top. The next panel(s) will be right turns followed by straight ahead panels. This facilitates a safe and orderly traffic flow. By taking into consideration the current location of new home developments, the kiosk structures will be located throughout the city in a manner that will provide plenty of opportunities for panel placement. Since the City of Round Rock will continue to grow into the decades to come, future kiosk locations will be identified, and planned for, as the need arises. ✓ Assistance to the City in determination of appropriate kcations for the Kiosk Sign Structures. With extensive experience in way -finding strategies, MSI will develop an effective kiosk location plan for the City of Round Rock. This plan will take into consideration the topography and physical landscape when locating the kiosk structures. Again, safety is the primary determination when developing the kiosk location plan. ✓ Procurement and maintenance of necessayground leases forpublic orprivate properties if necrssary. Copies of the ground leases, when necessary, will be provided to the City of Round Rock as part of the overall kiosk location analysis. 1 Attendance at meetings as necessary with Cid Staff, developers, and bomebuilders to coordinate the implementation of the Kiosk Sign Program. At MSI, we recognize the importance of maintaining open communication with all parties involved in the kiosk program. In addition, to attending the meetings to discuss the kiosk program, MSI provides, in writing, all pertinent changes to the City and the kiosk participants. Ads iinistratiye and Proxedutes.�coutuiu ✓ Administration and maintenance of allleare or rental agreements for the Kiosk Sign Structures and Sign Panels. MSI will provide the City of Round Rock with the following An up-to-date map of each kiosk location with exact GPS coordinates, a roster of participants per location, kiosk panel order forms received, and a status report of removed sign panels. These updates are typically provided on a semi-annual basis. ✓ Provision to the City of Kiosk Sign Structures which exclusively contain Sign Panels which direct the public to City and community facilities and properties and/or providing the City with Sign Panels on Kiosk Sign Structures containing builder and developer Sign Panes, at no cost to the City. MSI's Kiosk Directional Sign Program provides sign panels, and structures as needed, to be used by the City for direction to public amenities like City offices, parks, and other facilities. Up to 20% of the total number of sign panels are allotted for municipal use. In addition, MSI will comply with all requirements of the City's sign ordinances pertinent to kiosk signs. Prior to installation of the signage, we will conduct a "walk-through" to ensure all signs meet sign ordinance requirements. All sign locations will be installed in the street side right-of-way or on private property with ground leases secured by MSI. MSI will implement a weekly: ✓ Inspection. / Installation of new blades and removal of those discontinuing service. ✓ Sign removal of unauthorized signs. 1 Maintenance program. Maintenance and Service (ongoing) Our goal is to dedicate a minimum of one full day each week to install new panels, remove old panels and provide general required maintenance. As the structures age, repaints will be required. In addition, we will allocate a minimum of 8 hours each Saturday and Sunday for the removal of all. weekend directional signs, as well as providing a weekly report to the City Designee. As additional structures are added to the kiosk sign program, more time will be allocated for service, maintenance and enforcement. Administration (ongoing) The tasks of ongoing administration include: Invoicing and collections, program inventory, coordination of new panel production, removal of old panels, and revisions to location map and list of available locations. Additionally, all signs will be treated with a graffiti guard product. Graffiti removal will be initiated within 24 hours of notification. .Gu 4eliriee for kiosk> tiui cation - :The `Tiis�x gle In order to assure the safe placement of the kiosk structures, MSI uses the following guidelines in locating the structures. The elevations and terrain of Round Rock's streets and boulevards will be taken into consideration when placing the kiosk structures. Sign Locations USING CITY SIGHT DISTANCE CITY DISTANCE CIDELINES a ■ S1GN LOCATION ■ SON LOCATION • PtORILTY UNE • S1OHT UNE 4 UNE OF SIGHT AREA ■ LINE Of SIGHT ARA u OW 0Ole ps1 5 co .I•a t>�oi s .... ` :':`pit .3 g i Y ist t;e Sian Locations MINIMUM SIGHT DISTANCE SIGHT DISTANCE REQUIREMENTS de? 4/0, D1 175.00' 325.00' 400.00 475.00' D2 176.14' 325.62' 400.54' •75.42' 0 13'21'44' 16'23143' 11708115' 17'35'20' ■ No obstructions high.e than 2.5 foot in the sight Mangle. ■ Ne obstructions lower than 10.0 fool to ih. sight kionglo. et City klosk4ype signs aro the signs allowed in the public right-of-way and th , must be torten/did of either wrm fenced block wiihevl anchor dowels into ihe footing; or, a p eiypo sign with br.ekiaway anchoring system fax: pails balled to a plata mounted in o conch. hoaj. • Tho visibility Menai, is determined from tho driver's or octillion of a v hlele adoring the street either from an adjacent street at driveway. ■ 11* dam m IMO is datarnein.d by the, type of street that the vahklo is *Morino, not by the type of street that the vehkl.1. on. • Th. visibility *Waal* is .s.asvtad ham a point 201..t behind ih• curb and 3.5 het abaw ground. 20' DI DRIVERS EYE tEYEL Guid e$=fo>s SioskSthi re= i . a u Sign Locations STREETSDE PARKWAY WITH CUR6SIDE SIDEWAIK MIDSLOCK a INvt SUEtT 1 1 I I I I 1 I 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 I 1 1 PUN YEW • NOT awuej cue• arir0NNfM • NO77O SOV. I Sign Locations STREETSIDE PARKWAY WITH DETACHED SDEWAIK MIOMOCK {:ANE STONT Sign Locations STREET MEDIAN MI48LOCK s 1ANE STREET 1 TO N..w • NOT TO SCAE[ I EtIVNKIN ?W • NOT IOS AIR j 1 HANNEw r NOT to sou( j cva. EIATA 54ON ■ WOTAN • LEIEVATION VRW ■ NOT TO SCALE City Of Round Rock Kiosk Design BUILDER NAME BUiLDER NAME BUILDER NAME BUILDER NAME LUILDER NAME BUILDER NAME ettytitRow, vidoositneeign(contiaiKA Butt DLR N BtnLDER NAAJL Bun NAVE City:of **id k (cotitthutd). InT)UND ROCK, TEXAS PURPOSE. PASSION. PROSPERItY. BuIL)ER. J:\i':111> LW:Wet' thiRSIIMV:aittlkfitAKX•1111441016$4111~1FIRNMI BUILDER NAME Ei445305.1:16:4,,,A14,41.11i41/2114N161C44r41.1:4"111e11111211112.1)1111M11154X13121inl BUILDER NAME KilaZillhill.:13-AlifFPANMINtriorNIIMPARIVNIabbtailCkaMINNIA—t BUILDE.N mzevz--, ...tett,ww-ncreimeamsnmarrtarGiamiom 4 BUILDER NAME i3 1110111111111111511airle4qWArill11111111 BUILDER NAME att 9tRowsd:EockVoskIlesign(cowimmcl),.-- ROUND 'ICK,TEXAS PURPOSE. PASSION. PROSPERITY. BUILDER NAME .41kARNOWILIM404/114MO BUILDER NAME im> BUILDER NAME 1/4/4.114....33,1aimara DC.114.101.,1141.1.14:14.1111114114,11.1011,... BUILDER NAME 1111111111111111110111111MIKSelki BUILDER NAME "1101154111,11iV~..ANNETA GIVICritY11111111 BUILDER NAME 4 EXHIBIT A City of Round Rock Kiosk Directional Signage Program Proposed Rate Card and Estimated Revenue Stream ITEM A B C MSI GROSS MONTHLY PANEL RATE * CITY NET MONTHLY REVENUE PER PANEL TOTAL MONTHLY PANEL RATE $60.00 $15.00 $75.00 $60.00 $20.00 $80.00 $60.00 $25.00 $85.00 NUMBER OF STRUCTURES TOTAL PANELS ALL STRUCTURES CITY PANELS - UP TO 20% OF TOTAL PANELS NET RENTAL PANELS 41 215 9 206 GROSS MONTHLY MSI MSI ANNUAL GROSS REVENUE 206 I $12,360.00 $148,320.00 $12,360.00 $148,320.00 $12,360.00 $148,320.00 CITY MONTHLY NET REVENUE CITY ANNUAL CASH NET REVENUE CITY PANELS ANNUAL VALUE TOTAL CITY ANNUAL BENEFIT 9 $3,090.00 $37,080.00 $8,100.00 $45,180.00 $4,120.00 $49,440.00 $8,640.00 $58,080.00 $5,150.00 $61,800.00 $9,180.00 $70,980.00 TOTAL ANNUAL PROGRAM VALUE CITY PARTICIPATION PERCENT - CITY PANELS ONLY $193,500.00 23.3% $206,400.00 28.1% $219,300.00 32.4% TOTAL ANNUAL PROGRAM CASH ONLY $185,400.00 CITY PARTICIPATION PERCENT 20.0% $197,760.00 25.0% $210,120.00 29.4% * ONE TIME PANEL PAINT PRODUCTION CHARGE $100.00 The number of kiosk structures, leased sign panels, and municipal sign panels a field survey conducted December 2007 $100.00 are based on $100.00 DATE: August 21, 2008 SUBJECT: City Council Meeting—August 28, 2008 ITEM: *9A1. Consider a resolution authorizing the Mayor to execute a license agreement for directional signs in the City rights-of-way with Motivational Systems, Inc. (MSI) Department: Staff Person: Justification: Planning and Community Development Jim Stendebach, Planning and Community Development Director The Kiosk Sign Program was established to provide directions to new home sales and help reduce the number of "bandit signs" in the right-of-way. Funding: Cost: N/A Source of funds: N/A Outside Resources: N/A Background Information: The Kiosk Sign Program was established by Council in June 2003. A license agreement with National Sign Plaza expired on December 31, 2007. Request for proposals was sent out on December 11, 2007. One proposal was submitted by the January 1, 2008 deadline. A second proposal was received late and returned unopened. The proposed license agreement with Motivational Systems, Inc. would continue the Kiosk Sign Program. The terms of the agreement are generally the same as the previous agreement. The primary items in the agreement are as follows: 1. City logo on top of kiosk sign 2. Breakaway mountings 3. Uniform size, materials, color and design 4. The City may have the equivalent of two blades on each sign for Public Facility way finding, at no cost 5. Maximum height is 12 feet 6. Maximum of 10 panels on each sign structure 7. Sign blades are restricted to the name of a development, homebuilder or public facility. (Logo permitted) and an arrow for developments in the City or ETJ only 8. City signs equivalent to 20% of total provided free by MSI 9. No lighting 10. MSI maintains signs 11. Graffiti removed by MSI 12. MSI will assist with code enforcement by removing illegal bandit signs including Saturday and Sunday and provide a weekly report to the City. 13. MSI pays the $15 per month for each blade it rents; this is 50% more than the previous agreement. Public Comment: None Required EXECUTED DOCUMENT FOLLOWS CITY OF ROUND ROCK LICENSE AGREEMENT FOR DIRECTIONAL SIGNS IN CITY RIGHTS-OF-WAY WITH MOTIVATIONAL SYSTEMS, INC. THE STATE OF TEXAS CITY OF ROUND ROCK COUNTY OF WILLIAMSON COUNTY OF TRAVIS KNOW ALL BY THESE PRESENTS: This LICENSE AGREEMENT for erecting and maintaining certain directional signs in City rights-of-way and for establishing and administering a directional sign program (referred to herein as the "Agreement") is made by and between the CITY OF ROUND ROCK, a Texas home -rule municipality whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299 (referred to herein as the "City" or "Licensor"), and MOTIVATIONAL SYSTEMS, INC., a California corporation, whose offices are located at 5008 Burleson Road, Austin, Texas 78744-1214 (referred to herein as "MSI" or "Licensee"). RECITALS: WHEREAS, City is the owner of real property in the City consisting of public rights -of - ways for streets; and WHEREAS, City desires to initiate a Kiosk Sign Program in such rights-of-way to direct the public to the location of homes for sale in new residential developments, along with providing a wayfinding program providing directional information to municipal buildings and municipal facilities; and WHEREAS, MSI is in the business of erecting and maintaining such signs and administering such a directional sign program, and desires to contract for the construction, installation and maintenance of the Kiosk Signs and Sign Panels as described more fully herein; and WHEREAS, MSI desires to maintain the Kiosk Signs after installation and to lease space on such Kiosk Signs for homes for sale in new residential developments, and to bill and collect fees from the Builders and/or Developers for itself and for the City; and WHEREAS, City and MSI desire to enter into this Agreement to establish such a directional Kiosk Sign Program on selected rights-of-way, and to set forth in writing their respective rights, duties and obligations hereunder. NOW, THEREFORE, WITNESSETH: That the foregoing recitals are incorporated into this Agreement by reference as if expressly set forth herein. 140435/jkg R"O8 -0S-20- 5At That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follows: 1.01 CONTRACT DOCUMENTS This Agreement, and the delineated accompanying materials and/or incorporated exhibits, set forth the entire agreement between the parties named above. Each party to this Agreement shall comply with all of the terms, conditions and specifications contained in the contract documents. In the event of a conflict between the terms of two or more documents, the following priority order shall be observed: a) All applicable laws and regulations of the City of Round Rock and the State of Texas; b) This Agreement; c) City's Request for Proposals No. 08-016, Specification No. 07-155-40 dated December 2007, and MSI's proposal submitted in response thereto. 2.01 GENERAL DEFINITIONS Terms used herein shall be defined as follows: a) Builder and/or Developer. Builder and/or Developer shall mean a person or business entity in the business of constructing new single-family homes within the corporate limits or extraterritorial jurisdiction of City, which homes are for sale directly to the public. b) Kiosk Sign. Kiosk Sign shall mean a free-standing structure located in the right- of-way that features City's Identification Panel at the top of each structure and displays directional information to direct the public to multiple residential developments and community facilities. c) License Fee. License Fee shall mean the sum paid by MSI to City for the rights granted herein. d) New Subdivision. New Subdivision shall mean a predominantly single-family subdivision, development, or area within the corporate limits or extraterritorial jurisdiction of City in which the number of vacant single-family lots exceeds ten percent (10%) of the total number of single-family lots. e) Property. Property shall mean City's rights-of-way along certain designated arterial and collector streets within the City. 2 f) Sign Panel. Sign Panel shall mean a metal sign blade that is installed on a Kiosk Sign, such Sign Panel containing the name and/or logo of a New Subdivision or Homebuilder, and also containing directional information. A Sign Panel may have name and/or directional information on both faces. 3.01 DEFINITION OF KIOSK SIGN; PURPOSE OF KIOSK SIGN PROGRAM; AND SPECIFICATIONS OF KIOSK SIGNS a) Definition of Kiosk Sign. For purposes of this Agreement, a Kiosk Sign shall mean a free-standing structure located in the right-of-way that features City's Identification Panel at the top of each structure and displays directional information to direct the public to multiple residential developments and community facilities. b) Purpose of Kiosk Sign Program. The purpose of a Kiosk Sign Program is to direct the public to the location of homes for sale in new residential developments and to provide a wayfinding system to municipal buildings and municipal facilities. c) Specifications of Kiosk Signs. MSI, at its sole expense, agrees to design, manufacture and install Kiosk Sign structures and Sign Panels which reflect City's architectural and cultural heritage, which are uniformly designed and constructed in accordance with this Agreement, including but not limited to the following specifications and requirements, and in accordance with plans, specifications, design and material standards which City approves in writing, as well as applicable regulatory requirements of any other relevant governmental agency having jurisdiction: (1) Kiosk Sign installations shall include break -away design features as depicted in the Texas Department of Transportation's Sign Mounting Details for Roadside Signs. (2) The name and official logo of City shall be prominently displayed on both sides of the Identification Panel at the top of a Kiosk Sign, and shall be visible from each side. (3) A Kiosk Sign plan shall be prepared showing the site of each Kiosk, the dimensions of each Kiosk, the colors of each Kiosk, and design standards of each Kiosk. The Kiosk Sign plan shall be submitted to the City and shall be subject to approval by the Planning and Code Enforcement Departments and the Round Rock City Council in a process similar to that of a comprehensive sign plan. In the interest of completing the Kiosk Sign Program in a timely manner, City agrees to waive related sign permits and encroachment fees associated with the placement of the Kiosk Signs. 3 (4) All Kiosk Signs and Sign Panels shall be constructed of the same materials (steel and/or aluminum) and shall follow the uniform materials, colors, design, and appearance standards which are approved by City. No modification of the design specifications shall occur without the express prior written authorization of City. Sign Panels may be single or double faced. City may have a single blade that is equal to that of two panels in size. This double height blade is offered exclusively to City and will not be offered to others. (6) Maximum height for a single Kiosk Sign structure shall be twelve feet (12'). Exceptions to this height restriction may be granted by the City Manager or his/her designee, in that person's sole discretion, upon written request from MSI. (5) (7) Kiosk Signs shall have a uniform appearance with a maximum number of ten (10) panels on each side of the Kiosk Sign structure, or up to a maximum of twenty (20) panels in total. Exceptions to this number restriction may be granted by the City Manager or his/her designee, in that person's sole discretion, upon written request from MSI. (8) Each Sign Panel shall be of the same quality and made of the same materials as all other Sign Panels. Sign Panels shall be of uniform design and uniform size. Sign Panels shall contain only the following: name of a developer, homebuilder or public facility limited to projects or buildings in City or City's extraterritorial jurisdiction, trademark and/or logo of same, a line of text which is part of a recognized trademark or logo, and an appropriate directional arrow to such local project or building. Directional arrows shall be of uniform size. Advertisement or price information is prohibited on Sign Panels. Sign Panels are not allowed to contain the names of, or give directional information for, subdivisions or homebuilders located outside of the corporate limits and/or extraterritorial jurisdiction of City. (9) MSI shall submit final design plans, material specifications and a prototype scale model Kiosk Sign to City for written approval prior to manufacturing or installing any sign. MSI must receive City's written approval of design plans and material specifications which will be used to construct the Kiosk Signs prior to construction and installation. (10) There shall be no additions, signs, pennants, flags, streamers, attention - getting devices or other appurtenances attached to any Kiosk Sign or Sign Panel. Neither Kiosk Signs nor Sign Panels shall be illuminated. (11) Paint colors of Kiosk Signs and Sign Panels shall be subject to the prior written approval of City, at City's sole and absolute discretion. Fluorescent colors will not be approved. (12) MSI shall not install or maintain any Kiosk Signs or Sign Panels within City that are not in compliance with the terms of this Agreement. No Sign Panels other than those manufactured and installed by MSI shall be allowed on Kiosk Signs. 4.01 LOCATION AND NUMBER OF KIOSK SIGNS Kiosk Signs will be allowed in specific locations that are approved in writing in advance by City at its sole and absolute discretion. The total number of Kiosk Signs, and the number per location, shall also be subject to the prior written approval of City and shall be at City's sole and absolute discretion. Kiosk Sign locations shall be approved by the Director of Planning and Community Development, or his/her designee, in a process similar to that of a comprehensive sign plan. Kiosk Sign structures shall be located at least two hundred feet (200') apart from each other, unless Kiosk Sign structures are located across the street from each other. In the event additional Kiosk Sign location(s) are needed after the initial program approval, MSI reserves the right to apply to City for said location(s). 5.01 MSI's PROVISION OF KIOSK SIGNS TO CITY At no cost to City, MSI shall provide, design, construct, install and maintain the equivalent of twenty percent (20%) of all permitted Sign Panels to the City for use as directional signage to municipal or community facilities or locations or community events. If no space for such City-sponsored/mandated Sign Panels is available on a Kiosk Sign, a new Kiosk Sign shall be provided by MSI for City's use at any location designated by City. City shall have the absolute right to determine which Kiosk Signs shall be used for display of City Sign Panels. Should City desire Sign Panels in excess of those provided for in this Section 5.01, City may lease additional Sign Panels at fifty percent (50%) of the initial set-up fee and fifty percent (50%) of the monthly lease rate established in Section 6.01(k) of this Agreement. Additional Sign Panels that may be leased under this provision shall not exceed ten percent (10%) of the Sign Panels installed on Kiosk Signs as part of this Program. 6.01 INSTALLATION AND OPERATION OF KIOSK SIGNS a) MSI shall, at its sole expense and at no cost to City, administer the Kiosk Sign Program in accordance herewith. 5 b) MSI shall, at its sole expense and at no cost to City, install and operate the Kiosk Signs in accordance herewith. c) MSI shall install each Kiosk Sign in a location approved in writing by City. MSI shall work with City to identify Kiosk Sign locations. d) MSI shall be responsible for installing in conformity with the following: Kiosk Signs shall not interfere with the safe travel of pedestrians and motorists, and shall not interfere with the use of sidewalks, walkways, bike and hiking trails; shall not obstruct the visibility of motorists, pedestrians or traffic control signs and devices; shall not be installed within twenty-five feet (25') of the intersection of the curb lines of two roadways; shall be a minimum of ten feet (10') from the curb line and shall not be installed within one foot (1') of a sidewalk; and shall comply with requirements of the twenty-five foot (25') visibility triangle or other visibility easements, unless deviation is allowed by the City Manager or his/her designee, in that person's sole discretion. For purposes hereof, a curb line is an imaginary line drawn along the outermost part of the back of a curb and gutter on either side of a public street, or if there is no curb and gutter, along the adjacent edge of the paved roadway. e) MSI shall be responsible for installing in conformity with the following: All Kiosk Sign structures shall be installed in a manner such that the structure and sign panels are level, plumb, and not leaning or swaying. f) At City's written request and at no cost to City, MSI shall place new or shall rotate existing City Sign Panels within fourteen (14) business days of City's request. g) At City's written request and at no cost to City, MSI shall physically move Kiosk Signs and then reinstall such Kiosk Signs at a new location as directed by City, and same shall be accomplished within fourteen (14) business days of City's request. h) As specified herein, Sign Panels shall be leased only to new residential subdivisions, Builders and/or Developers, City -owned facilities and other governmental entities approved by City. i) MSI may charge a uniform monthly rate to new residential subdivisions, Builders and/or Developers for lease of Sign Panels, said rate not to exceed, without written consent of City, $75.00 per month per Sign Panel. MSI may charge a one- time fee for initial set-up in the amount of $100.00. Such uniform rate shall be published and made readily available to City's citizens and the public. 6 j) A Builder and/or Developer may not lease more than one panel per community, per product line each per Kiosk Sign. k) If any individual Sign Panel is not leased, or is removed for repairs, MS1 shall insert a blank Sign Panel in its place. 1) MSI shall regularly and adequately maintain the ground within three feet (3') of each and every Kiosk Sign, including but not limited to mowing, eliminating weeds, and removing all accumulated debris. m) MSI shall be responsible for obtaining and maintaining any necessary business licenses from City or any other applicable governmental agency. 7.01 MAINTENANCE OF KIOSK SIGNS MSI agrees to maintain Kiosk Signs and Sign Panels in strict accordance with applicable provisions contained in Exhibit "A" (attached hereto and incorporated herein for all purposes), and additionally as follows: a) MSI agrees at all times to maintain all Kiosk Signs and Sign Panels in good condition, and to immediately perform necessary repairs and/or replacement of any damaged Kiosk Sign or Sign Panels, as needed or directed by City. MSI acknowledges its substantive contractual responsibility to promptly remove, repair and/or replace damaged, worn, bent, broken, chipped, faded, vandalized, destroyed, and/or obsolete Kiosk Signs and Sign Panels, and agrees to promptly undertake everything necessary, at its own expense, to maintain, repair, replace or repaint Kiosk Signs or Sign Panels. b) MSI agrees to remove for repair any Kiosk Sign within 72 hours of notification of need for repair by City. MSI further agrees to replace the repaired Kiosk Sign or install a new Kiosk Sign within three (3) business days of the aforesaid notification. MSI agrees to remove for repair any Sign Panel within 48 hours of notification of need for repair by City. MSI further agrees to replace the repaired Sign Panel or install a new Sign Panel within 72 hours of the aforesaid notification. c) MSI agrees to maintain a regular schedule, at least weekly, to check each Kiosk Sign for any needed repairs, and acknowledges that it will devote sufficient manpower to performing such inspections. d) MSI agrees to treat all Kiosk Signs with a graffiti -guard product, and that MSI will initiate graffiti removal within 24 hours of notification by City. 7 8.01 ADDITIONAL CONTRACTUAL RESPONSIBILITIES OF MSI MSI agrees to the following additional provisions: a) MSI agrees to provide to City a certified annual report for each calendar year of this License Agreement detailing the number of Kiosk Signs and Sign Panels and gross receipts from same. In such report, MSI shall include the following: names, addresses and telephone numbers of lessees; number of Sign Panels leased to each lessee; and amount billed to and collected from each lessee. The annual report shall be due on or before February 1 for the preceding calendar year. b) MSI shall keep accurate books, records and documents that pertain to all gross receipts collected as part of the Program. The books of account shall be open for inspection, copying, or audit by City at all times. c) MSI agrees that in no event will City be liable for any lease payment or other fees related to the leasing of the Sign Panels. d) MSI agrees to include in all leases or agreements with Builders and/or Developers or owners of New Subdivisions a clause assigning MSI's rights to lease payments to City in the event City terminates this Agreement for cause. MSI agrees to provide City with a telephone number and contact person who shall respond to calls for maintenance from 8:00 am until 5:00 pm Monday through Friday. MSI agrees that the monthly Sign Panel lease rate shall include assistance with code enforcement. MSI agrees to provide removal within City's city limits and extraterritorial jurisdiction of illegal signs not in conformance with City's codes and regulations. MSI agrees to devote sufficient manpower each Saturday and Sunday during the term of this Agreement to accomplish removal of such illegal signs, and to provide a weekly written report of such illegal sign removal to City. h) MSI agrees to provide GPS mapping of Kiosk Sign locations to coordinate with City's GIS System. i) MSI agrees to provide interested parties with a marketing package which includes a letter and ordinance excerpts, a list of locations, a map of locations, and a Kiosk Sign Panel order form and agreement. 8 j) MSI agrees to waive the art set-up and panel production fees for existing users, in recognition of the fact that the Round Rock Kiosk Directional Signage program is an existing program. All new Builders and/or Developers that choose to lease the directional panels after the effective date of this License Agreement shall incur these one-time fees. k) MSI asserts its intention, relied upon by City, to perform all project elements 100% in-house without resort to subcontractors. MSI agrees to utilize a registered structural engineer to produce the necessary structural drawings, including wind loads and breakaway calculations. 1) MSI agrees to remove any Kiosk Sign that becomes obsolete and is no longer needed for its intended purpose. Such removal shall be at no cost to City, and MSI shall return real property where such Kiosk Sign had been placed to its original condition. Such removal and restoration shall be accomplished within thirty (30) days of City's determination of obsolescence. A Kiosk Sign shall be considered to be obsolete if it is determined that there are no longer any Sign Panels being utilized by City or other qualified users. m) MSI agrees to bear all costs associated with the design, fabrication/construction, installation, and maintenance of the Kiosk Signs and Sign Panels and the Kiosk Directional Signage Program. All accounting, billing, and collections shall be performed by MSI. n) MSI expressly agrees that no costs whatsoever shall be passed on to or imposed in any manner on the City of Round Rock. MSI expressly agrees that this Program shall be supported by fees charged and collected by MSI from lessees of Sign Panels. City shall not be responsible for any costs, fees, expenses or charges related to the Program, and shall not be required or obligated to provide any compensation or payment to MSI for construction, design, maintenance, ground leases, installation, removal of Kiosk Signs or Sign Panels, or any other duty performed by MSI in administering this Program. 9.01 RESPONSIBILITIES OF CITY City agrees to waive all sign permit fees charged by City for installation of Kiosk Signs. City agrees to direct Builders and/or Developers and other governmental entities to communicate with MSI regarding negotiation of the lease of Sign Panels. During the term of this Agreement, City agrees that it shall not enter into any other contracts with another vendor for the provision of Kiosk Signs or Sign Panels. 9 10.01 LICENSE Subject to the terms and conditions contained herein, MSI shall have the right to install, repair, replace, and maintain Kiosk Signs on City's designated Property. It is understood that MSI shall have the right to charge Builders and/or Developers for the right to place name and/or directional information on the Sign Panels. MSI expressly agrees that the license granted herein is personal to MSI, and that said license is not assignable. MSI further expressly agrees that any attempt to assign said license shall serve to immediately terminate the license. 11.01 SCOPE OF WORK MSI shall perform the Work set forth herein and in accompanying documents. In general, and for purposes of illustration and not limitation, such work shall consist of the following: a) Construct, install, maintain, repair, and replace approved Kiosk Signs and Sign Panels at no cost to City. b) Contract with Builders and/or Developers for the placement of Sign Panels in a fair, equitable and non-discriminatory manner and in accordance with the guidelines of City. c) Assist City in determining appropriate locations for Kiosk Signs; d) Attend meetings with City staff and Builders and/or Developers, as necessary or as directed by City, to coordinate the implementation of the Kiosk Sign Program; and e) Collect all Sign Panel rental fees and remit the contracted -for portion thereof to City in the form of a quarterly administrative fee. 12.01 EFFECTIVE DATE, DURATION, AND TERM OF LICENSE This Agreement shall be effective on the date this Agreement has been signed by each party hereto, and shall remain in full force and effect unless and until it expires by operation of the term indicated herein, or is terminated or extended as provided herein. Unless terminated sooner as provided herein, the term of this Agreement shall be for sixty (60) months from the effective date hereof. After that initial term, this Agreement may be renewed for two (2) successive one-year periods, under the same terms and conditions, only upon the express written agreement of both parties, and only provided that MSI has performed each and every contractual obligation specified in this Agreement. 10 City reserves the right to review the services at any time, and may elect to terminate with or without cause or may elect to continue with the services. 13.01 LICENSE FEE DUE TO CITY In consideration for this license, MSI shall pay to City a License Fee equal to $15.00 per month for each face of each Sign Panel containing name and/or directional information located on City's Property. MSI shall not be required to pay a License Fee for Sign Panels providing directions to City or other government-owned facilities. Said License Fee shall be paid quarterly as follows: January 1 through March 31 April 1 through June 30 July 1 through September 30 October 1 through December 31 Payment is due no later than April 15 Payment is due no later than July 15 Payment is due no later than October 15 Payment is due no later than January 15 Payments shall be due without invoicing on the part of City. If any payment is not received by City within ten (10) days of the dates mandated in this Section 13.01, then and in that event City may charge MSI late fees which shall accrue at an interest rate equivalent to the prime rate as published by the Wall Street Journal as of the date of delinquency. 14.01 POTENTIAL ADJUSTMENTS TO LICENSE FEE On an annual basis, at the end of each twelve-month period of this Agreement's initial term of sixty (60) months, MSI may request City approval to adjust the Sign Panel lease fee amount. City has absolute discretion to grant or deny such request. Any proposed fee increase shall not exceed the proportional average increase in the construction cost index as published monthly by McGraw Hill Publishing Company in the Engineering News -Record. In the event Sign Panel lease fees are increased, the administrative fee owed by MSI to City under this Agreement shall also increase in an equal proportionate amount. 15.01 DEFAULT; TERMINATION FOR CAUSE OR FOR CONVENIENCE a) Default. If MSI fails to perform any of its material obligations under this Agreement, such failure shall constitute a default. Not excluding other legitimate reasons for declaring default, MSI shall be declared in default under this Agreement if it does any of the following: 1) Fails to make any payment in full when due; 2) Fails to fully, timely and faithfully perform any of its material obligations under this Agreement; 11 3) Fails to provide adequate assurance of performance under the "Right to Assurance" section herein; or 4) Becomes insolvent or seeks relief under or is involuntarily brought under the bankruptcy laws of the United States. b) Termination for Cause. City reserves the right to enforce the performance of this Agreement in any manner prescribed by law or deemed to be in the best interest of City in the event of breach or default of this Agreement. City reserves the right to terminate this Agreement for cause in the event MSI fails to perform in accordance with this Agreement. If City terminates this Agreement for cause before the end of the term stated herein, MSI agrees that all Kiosk Signs shall remain in place, and that the Sign Panels and all receivables from the leasing of the Sign Panels shall become the property of City. Further, MSI agrees to transfer promptly all information related to the lease of the Sign Panels to City, including but not limited to the original lease documents, an accounting of all open accounts and all other relevant documents. Further, MSI's lease contracts with Builders and/or Developers shall contain a clause which assigns the leases to City in the event City gives notice of termination of this Agreement for breach or default by MSI. Further, MSI must give notice to Builders and/or Developers who are lessees, within thirty (30) days of City's notice of termination for breach or default of this Agreement, and transfer all lease pre -payments, calculated from the date of City's notice of termination. Further, MSI must give City information related to the placement of Sign Panels, including but not limited to original Sign Panel service documents and leases, accountings of all open accounts, and any other relevant documents. c) Termination of this Agreement for breach or default will occur as a result of a single act of material default as well as for frequent, regular or repetitive defaults that, taken together, would be considered a material default of this Agreement. d) Failure by City to remove or abate any illegal signs in rights-of-way shall not be deemed to be a breach or default of this Agreement. e) Upon MSI's breach or default of this Agreement, the injury to City will be uncertain and difficult to quantify. After City has given notice of breach or default to MSI, MSI will pay City the amount of $75.00 per day as liquidated damages until City is able to contract with another provider and such provider has its similar program in place and fully operational. MSI expressly acknowledges and agrees that the amount of $75.00 per day is reasonable considering the difficulty of proving actual loss and the difficulty of finding another adequate remedy, and agrees that the liquidated damages herein will function as a measure of damages and not as a penalty. 12 f) Termination for Convenience. It is expressly acknowledged, understood, and agreed by MSI that, at any time after the first anniversary of this Agreement, City may terminate at will and for convenience this Agreement and the attendant license by giving MSI ninety (90) days' written notice of termination. If such termination at will and for convenience is effected by City, then and in that event all Kiosk Signs and signage shall remain the property of MSI and shall be removed by MSI within said ninety (90) day period. Any Kiosk Signs and signage and portions thereof of every nature not removed within said period shall become the unfettered property of City. If, for reasons other than breach or default, MSI or City terminates this Agreement by giving notice before the end of the term hereof, then and in that event MSI shall remove all Kiosk Signs and Sign Panels, and such removal shall occur within thirty (30) days of sending or receiving notice. Following removal of Kiosk Signs, MSI shall return real property where Kiosk Signs had been placed to its original condition. MSI shall return all lease pre -payments, calculated from the date notice was given by MSI or City or the date of the end of the term of this Agreement, to the Builder and/or Developer lessees or governmental entities. h) Expiration of Agreement at End of Term. At such time as the term of this Agreement (and any renewals thereof) expires, MSI shall, at no cost to City, remove all Kiosk Signs that have not been purchased for exclusive use by City. MSI shall complete removal and return real property where Kiosk Signs had been placed to its original condition, and such shall be accomplished no later than thirty (30) days following the expiration of this Agreement. g) 16.01 NOTICE AND OPPORTUNITY TO CURE Notwithstanding any other provision in this Agreement, upon the occurrence of an event of default under this Agreement and prior to any right of City to declare an event of default or exercise any remedy under this Agreement, MSI shall have the right to written notice of default specifically stating the default claimed (referred to herein as the "Default Notice") and MSI shall have the opportunity to cure such default or condition giving rise to City's right to declare a default as hereafter stated: MSI shall have ten (10) business days to cure any default or conditions specified in the Default Notice. Failure to cure the default within the time allotment given shall constitute a breach of this Agreement. In the event of a breach, City may terminate this Agreement and may obtain any remedy provided by law. Notwithstanding any other provision in this Agreement, upon the occurrence of an event of default under this Agreement and prior to any right of MSI to declare an event of default or exercise any remedy under this Agreement, City shall have the right to written notice of default specifically stating the default claimed (referred to herein as the "Default Notice") and City shall have the opportunity to cure such default or condition giving rise to MSI's right to declare a default as hereafter stated: City shall have ten (10) business days to cure any default or conditions specified in the Default Notice. Failure to cure the default within the time allotment given shall constitute a breach of this Agreement. In the event of a breach, MSI may terminate this Agreement and may obtain any remedy provided by law. 13 17.01 INDEMNIFICATION To the extent allowed by law, MSI (and its officers, members, partners, employees, agents, and licensees) specifically agree to save, hold harmless, and fully indemnify City (and its officers, agents, directors, representatives and employees), from and against any and all suits, actions, legal proceedings, demands, costs, expenses, losses, damages, fines, penalties, liabilities and claims of any character, type or description, including but not limited to any and all expenses of litigation, court costs, attorneys fees and all other costs and fees whatsoever on account of personal injuries (including, without limitation, workers compensation and death claims), or real or personal property loss or damage of any kind whatsoever, which arise directly or indirectly out of or which are in any manner connected with performance under this Agreement, or which are caused by, either proximately or indirectly, wholly or in part, any act or omission, negligence or misconduct by MSI or any of MSI's agents, employees, contractors, subcontractors, patrons, guests, licensees or invitees related to this Agreement or Project, including but not limited to the construction, installation, maintenance or removal of Kiosk Signs and Sign Panels or the lease of Sign Panels, or when any said injury or damage is the result, proximate or remote, of the violation by MSI or any of its agents, employees, contractors, patrons, guests, licensees or invitees of any law, ordinance or governmental order of any kind, or when said injury or damage may in any other way arise from or out of this Agreement. The terms of indemnification shall be effective, pursuant to this Agreement, whether said injury or damage may result from the intentional acts, the sole negligence, or the contributory negligence of MSI. MSI, pursuant to this Agreement, will, at its own expense, investigate all such claims and demands, attend to their settlement or other disposition, defend all actions based thereon with counsel satisfactory to City, and pay all charges of attorneys and all other claims, costs, expenses and judgments of any kind from any said liability, damage, loss, claims, demands, or actions. MSI (and its officers, members, partners, employees, agents, and licensees) shall, as a term of this Agreement, fully indemnify, defend, save and hold harmless City (and its officers, agents, directors, representatives and employees) against any and all claims, attorneys fees, damages and causes of action arising directly or indirectly out of the lease contracts between MSI and residential subdivisions, developers, homebuilders and community facilities not operated by City. In no event shall either party be liable to the other for special or consequential damages, statutory or otherwise. 18.01 LIENS MSI shall obtain lien waivers from contractors, subcontractors, vendors and all other third parties providing labor, materials, equipment, supplies or services in connection with the performance of this Agreement. MSI hereby irrevocably waives any rights it may have or which it may acquire during the term of this Agreement to record liens against City or its property with respect to the Kiosk Signs and Sign Panels. MSI shall also pay, satisfy, and discharge all 14 mechanic's liens, materialman's liens, and other liens, claims, obligations and liabilities that may be asserted against City or its property by reason of or as a result of any acts or omissions of MSI, its employees, agents, suppliers, and subcontractors, in connection with any aspect of this Agreement or the Program. MSI shall fully and completely indemnify and hold City, its elected officials, employees, agents and consultants harmless from and against any claims, injuries, causes of action, attorneys fees, damages, fees and expenses, to which they or any of them may be subject to by the failure of MSI to obtain lien waivers or otherwise comply with obligations under this section and Agreement. MSI will assume the defense of any such claim at its own expense, and will fully pay any judgments rendered. 18.01 INSURANCE MSI shall maintain insurance in full force and effect, throughout the entire term of this Agreement, with an insurance company authorized to conduct business in Texas and acceptable to City, which insurance shall meet or exceed all requirements as stated in City's Request for Proposals No. 08-016, Specification No. 07-155-40 dated December 2007, and specifically delineated in Attachment A thereof entitled "City of Round Rock Insurance Requirements." 19.01 INDEPENDENT CONTRACTOR STATUS MSI is an independent contractor, and is not City's employee. MSI's employees are not City's employees. This Agreement does not create a partnership, employer-employee, or joint venture relationship. No party has authority to enter into contracts as agent for the other party. MSI and City agree to the following rights consistent with an independent contractor relationship: a) MSI has the right to perform services for others during the term hereof. b) MSI has the sole right to control and direct the means, manner and method by which services required by this Agreement will be performed. c) MSI has the right to hire assistants, or to use employees to provide the services required by this Agreement. d) MSI or its employees shall perform services required hereunder, and City shall not hire, supervise, or pay assistants to help MSI. e) Neither MSI nor its employees shall receive training from City in skills necessary to perform services required by this Agreement. f) City shall not require MSI or its employees to devote full time to performing the services required by this Agreement. 15 g) Neither MSI nor its employees are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of City. 20.01 WARRANTIES MSI warrants that all services performed hereunder shall be performed consistent with generally prevailing professional or industry standards, and shall be performed in a professional and workmanlike manner. MSI shall re -perform any work not in compliance with this warranty. 21.01 ASSIGNMENT AND DELEGATION The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Neither party may assign any rights or delegate any duties under this Agreement without the other party's prior written approval, with the sole exception being that MSI may subcontract for the fabrication of Kiosk Signs or Sign Panels if such fabrication requires equipment, materials or expertise which MSI cannot be reasonably expected to possess. Any attempted assignment or designation on the part of MSI, without prior written consent from City, shall be void. 22.01 LOCAL, STATE AND FEDERAL TAXES MSI shall pay all income taxes, and FICA (Social Security and Medicare taxes) incurred while performing services under this Agreement. City will not do the following: a) Withhold FICA from MSI's payments or make FICA payments on its behalf; b) Make state and/or federal unemployment compensation contributions on its behalf; or c) Withhold state or federal income tax from any of MSI's payments. If requested, City shall provide MSI with a certificate from the Texas State Comptroller indicating that City is a non-profit corporation and not subject to State of Texas Sales and Use Tax. 23.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES MSI, its consultants, agents, and employees shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. MSI shall further obtain all permits, licenses and the like required in the performance of the services contracted for herein, and same shall belong solely to City at the expiration of the term of this Agreement. 16 24.01 FINANCIAL INTEREST PROHIBITED MSI covenants and represents that MSI, its officers, employees, agents, and consultants will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required under this Agreement. 25.01 GRATUITIES AND BRIBES City may, by written notice to MSI, cancel this Agreement without liability if it is determined by City that gratuities and/or bribes in the form of entertainment, gifts, or otherwise were offered or given by MSI or its agents or representatives to any City officer, employee or elected representative with respect to the procurement or performance of this Agreement. In addition, MSI may be subject to penalties stated in Title 8 of the Texas Penal Code. 26.01 RIGHT TO ASSURANCE Whenever either party to this Agreement, in good faith, has reason to question the other party's intent to perform hereunder, then demand may be made to the other party for written assurance of intent to perform. In the event that no written assurance is given within the reasonable time specified when such demand was made, then and in that event the demanding party may treat such failure as an anticipatory repudiation of this Agreement. 27.01 STANDARD OF CARE MSI represents that it is specially trained, experienced and competent to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed in a manner according to generally accepted industry practices. 28.01 FORCE MAJEURE Notwithstanding any other provisions of this Agreement to the contrary, no failure, delay or default in performance of any obligation hereunder shall constitute an event of default or a breach of this Agreement, only to the extent that such failure to perform, delay or default arises out of causes beyond control and without the fault or negligence of the party otherwise chargeable with failure, delay or default; including but not limited to acts of God, acts of public enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters or other casualties, strikes or other labor troubles, which in any way restrict the performance under this Agreement by the parties. MSI shall not be deemed to be in default of its obligations to City if its failure to perform or its substantial delay in performance is due to City's failure to timely provide requested information or other materials necessary for MSI to perform its obligations hereunder. 17 29.01 DISPUTE RESOLUTION If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually selected mediator. If the parties cannot agree on a mediator, City shall select one mediator and MSI shall select one mediator and those two mediators shall agree upon a third mediator. Any costs and fees, other than attorneys fees, associated with the mediation shall be shared equally by the parties. City and MSI hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute. 30.01 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: When delivered personally to the recipient's address as stated herein; or Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated in this Agreement. Notice to MSI: Kevin Fleming Motivational Systems, Inc. 5008 Burleson Road Austin, TX 78744-1214 Notice to City: City Manager's Office James R. Nuse, P.E., City Manager 221 East Main Street Round Rock, TX 78664-5299 AND TO: City Attorney's Office Stephan L. Sheets, City Attorney 309 East Main Street Round Rock, TX 78664-5299 Nothing contained in this section shall be construed to restrict the transmission of routine communications between representatives of City and MSI. 18 31.01 APPLICABLE LAW; ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 32.01 EXCLUSIVE AGREEMENT The terms and conditions of this Agreement, including all exhibits, constitute the entire agreement between the parties and supersede all previous communications, representations, and agreements, either written or oral, with respect to the subject matter hereof. No modifications of this Agreement will be binding on any of the parties unless acknowledged in writing by the duly authorized governing body or representative for each party. 33.01 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion of provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion of provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. 34.01 GENERAL AND MISCELLANEOUS The section numbers and headings contained herein are provided for convenience only and shall have no substantive effect on construction of this Agreement. The failure of a party to exercise any right hereunder shall not operate as a waiver of said party's right to exercise such right or any other right in the future. Time is of the essence to this Agreement. MSI understands and agrees that any failure of MSI to complete the services due under this Agreement within the agreed term will constitute a material breach of this Agreement. City agrees to provide MSI with one (1) fully executed original Agreement. This Agreement may be executed in multiple counterparts, which taken together shall be considered as one original. 19 IN WITNESS WHEREOF', the parties have executed this Agreement on the dates hereafter indicated. CITY OF ROUND ROCK, TEXAS By: Printed Narne: Alai/ MC.-- Title: LTitle: M,6w w Date Signed: , eYP ATTEST: TEST: By: Sara L. White, City Secretary FOR CfITY. PP.ROVED ` TO FORM: By: Stepha L. Sheets, City Attorney 20 MOTIVATIONAL SYSTEMS, INC. By: r/ Printed Name: „s \ v Title: /3--x i/ j' s • Date Signed: Vis' Proposed Kiosk Sign Rental Pees The monthly kiosk panel lease rate includes assistance with code enforcement. To emphasize MSI's direct and open relationship as a consultant to the City of Round Rock, a schedule with projected revenue earnings is included in Exhibit A, "Proposed Rate and Estimated Revenue Stream." Please note there are additional lease rates shown on this schedule which are open to discussion. The following are the key benefits that the City of Round Rock will receive: • Increase the City's administration fee by 50%, from $10.00 per panel to $15.00 per panel, per month. • Design, construct and install new kiosk structures that are designed to reflect the City of Round Rock's architectural and cultural heritage. • Provide removal within the City limits and ETJ of illegal signs not in conformance with City Codes. This allows the City's Code Enforcement staff to use its resources in a more efficient manner and focus on issues larger than nuisance "bandit" signs or illegal off-site signs. • Remit to the City its administration fee on a monthly, not quarterly basis, increasing the City's monthly cash flow. • Provide GPS mapping of kiosk locations to coordinate with the City's GIS system. These benefits are of added value to the City, and beyond the scope of the current Agreement for Services in place with the City's current provider. MSI will provide interested parties with a marketing package which includes a letter and ordinance excerpts, a list of locations, a map of locations, and a kiosk panel order form and agreement. Given that the Round Rock Kiosk Directional. Signage program is an existing program, MSI agrees to waive the art set-up and panel production fees for existing users. Any new homebuilders that choose to lease the directional panels after the consummation of this agreement will incur these one-time fees. All approved requests for new kiosk panels, panel repair and panel removal shall be in writing and shall be completed by MSI within three working days of receipt of such notice. MSI anticipates that all project elements will be done 100% in-house. Therefore, there will be no subcontractors to manage. We will utilize a registered structural engineer to produce the structural drawings including wind loads and breakaway calculations. MSI will bear all costs associated with the design, fabrication/construction, installation, and maintenance of the kiosk directional signage program. All accounting, billing, and collections will be performed by MSI. No costs shall be passed on to th City of Round Rock. EXHIBIT nAn Schedule fot Implementation - Moak Sign Work Flow Analysis The following work program will be finalized between MSI and the City of Round Rock. The following is a brief description of the program elements. The implementation of the kiosk sign program's structures will require an overall timeline of 12 weeks. Location Analysis (Weeks 1 and 2) Given that the Round Rock Kiosk program is currently in effect, the map of current Iocations will be reviewed by MSI and City staff. MSI will provide recommendations as to the effectiveness of these locations. Throughout the location analysis phase, public health and safety considerations will take precedence over all other requirements. • Final sign locations will be subject to review and approval by the Development Review Manager, Code Enforcement Officer. Leasing/Permitting (Weeks 2 through 4) Upon location approval, MSI will initiate the process of obtaining ground leases, encroachment and building permits for those locations not currently part of the kiosk program. Fabrication/Installation (Weeks 2 through 12) Concurrent with the leasing/permitting phase, we will commence construction. Marketing (on-going (Weeks 2 through 6) Concurrent with fabrication, upon acquiring ground leases and permits, all potential Kiosk panel users will be contacted in a timely manner. This will provide ample time to ensure complete and fair participation prior to commencement of Kiosk installation. Marketing and leasing will be an ongoing process. A marketing packet will be prepared containing price lists for set-up fees and leasing rates, along with the current map of locations and availability. This packet will be sent to all builders at the time the Kiosk sign building permits are applied for and after that on an as -required basis. Mminkittative Guidelii24 i nclitiOcedj res: MSI's approach to this program will be one of a professional consultant and partner with the City in the implementation and administration of this program. The result will be a program, of which the City, its citizens, the building community and MSI can be proud. ✓ Construction, installation, maintenance, repair and removal of Kiosk Sign Structures and Sign Panels at no cost to the City. MSI shall design, construct, install, and maintain/repair all of its kiosk structures and panels, in house. : - e i. no co t. a Ci of Lund ' . as these costs are recouped through the administration and fee collection during the life of the kiosk program. 1 Contracts with developers and homebuilders for the placement of Sign Panels in a fair and equitable manner under the guidelines of the City. Concurrent with fabrication, upon acquiring ground leases and permits, all potential Kiosk panel users will be contacted in a timely manner. This will provide ample time to ensure complete and fair participation prior to commencement of Kiosk installation. MSI's method of sign panel placement combines traffic safety with effective way -finding strategies. In determining panel sequencing, top to bottom on the structures, left turns will be at the top. The next panel(s) will be right turns followed by straight ahead panels. This facilitates a safe and orderly traffic flow. By taking into consideration the current location of new home developments, the kiosk structures will be located throughout the city in a manner that will provide plenty of opportunities for panel placement. Since the City of Round Rock will continue to grow into the decades to come, future kiosk locations will be identified, and planned for, as the need arises. 1 Assistance to the City in determination of appropriate locations for the Kiosk Sign Structures. With extensive experience in way -finding strategies, MSI will develop an effective kiosk location plan for the City of Round Rock. This plan will take into consideration the topography and physical landscape when locating the kiosk structures. Again, safety is the primary determination when developing the kiosk location plan. ✓ Procurement and maintenance of necessaryground leaser forpublic orprivate properties if necessary. Copies of the ground leases, when necessary, will be provided to the City of Round Rock as part of the overall kiosk location analysis. 1 Attendance at meetings as necessary with City Staff, developers, and homebuilders to coordinate the implementation of the Kiosk Sign Program. At MSI, we recognize the importance of maintaining open communication with all parties involved in the kiosk program. In addition, to attending the meetings to discuss the kiosk program, MSI provides, in writing, all pertinent changes to the City and the kiosk participants. Administrative Citi fief ea aid Ptocedutes.�cot tiz u d 1 Administration and maintenance of alllease or rental agreements for the Kiosk Sign Structures and Sign Panels. MSI will provide the City of Round Rock with the following. An up-to-date map of each kiosk location with exact GPS coordinates, a roster of participants per location, kiosk panel order forms received, and a status report of removed sign panels. These updates are typically provided on a semi-annual basis. ✓ Provision to the City of Kiosk Sign Structures which exclusively contain Sign Panels which direct the public to City and community facilities and properties and/or providing the City with Sign Panels on Kiosk Sign Structures containing builder and deve4perSign Panels, at no cost to the City. MSI's Kiosk Directional Sign Program provides sign panels, and structures as needed, to be used by the City for direction to public amenities like City offices, parks, and other facilities. Up to 20% of the total number of sign panels are allotted for municipal use. In addition, MSI will comply with all requirements of the City's sign ordinances pertinent to kiosk signs. Prior to installation of the signage, we will conduct a "walk-through" to ensure all signs meet sign ordinance requirements. All sign locations will be installed in the street side right-of-way or on private property with ground leases secured by MSI. MSI will implement a weekly: 1 Inspection. ✓ Installation of new blades and removal of those discontinuing service. ✓ Sign removal of unauthorized signs. 1 Maintenance program. Maintenance and Service (ongoing) Our goal is to dedicate a minimum of one full day each week to install new panels, remove old panels and provide general required maintenance. As the structures age, repaints will be required. In addition, we will allocate a minimum of 8 hours each Saturday and Sunday for the removal of all weekend directional signs, as well as providing a weekly report to the City Designee. As additional structures are added to the kiosk sign program, more time will be allocated for service, maintenance and enforcement. Administration (ongoing) The tasks of ongoing administration include: Invoicing and collections, program inventory, coordination of new panel production, removal of old panels, and revisions to location map and list of available locations. Additionally, all signs will be treated with a graffiti guard product. Graffiti removal will be initiated within 24 hours of notification. .Gadeline8 for osl Sfti t to do is In order to assure the safe placement of the kiosk structures, MSI uses the following guidelines in locating the structures. The elevations and terrain of Round Rock's streets and boulevards will be taken into consideration when placing the kiosk structures. ,Sign Locations USING COY s�,raso USING cmr SIGHT DISTANCE GUDELINES ■ nowt UNE • NOW UNE • SIGN LOCATION in NON LOCATION ■ IROMITY UNE ■ SIGHT UNE 1 1 • • • • 1 • 1 1 1 UNE OF SIGHT AREA u UNE OF SIGHT ANA ■ 0144 00611Gosle$ cturt. 1.3 r9ian Locations MINIMUM SIGHT DISTANCE SIGFTf DISTANCE REQUIREMENTS DISTANCES • 01 175.001 325.00' 400.00' 475.00' D2 176.14' 325.62' 400.50' 475.42' e *3.21.44' 116'21'43' 870*' 15' 8735'20' Disonce. 11000sellS, ■ No obstructions higher than 2.5 het in the sight triangle. • No obstructions hover then 10.0 fees in the right Months. ■ City kiosk type signs an the only signs Jawed in the public rigketway and they must be construcMd of either un•r.inferced block without anther ttow.Is into the footing; .r, a pautypo sign with bmohowoy anchoring system (.x_ posts boiled to a plate nwud.d ti o concrete boos). ■ the visibility triangle Is determined from the driver's eye position of a ,.hicd. entering the street either from on adjacent shot or *tummy. • The dare to use is determined by the type of skeet that the which/ Is enMrM+g, not by the typo of ain't that the v.hkb is on. • 1his visibility triangle Is *.osur.d from o pant 20 feet behind the curb end 3.3 foot °bow ground. 20' D1 DRIVERS EYE LEVEL GOfriatittifot KioskSt is Sign Locations < Locatidiscationo STREETSIDE PARKWAY WITH CURBSIDE SIDEWALK MKMLOCK 4 NN! S1107 I IIAN yaw 1 Na Toscut j Mt . NAM SIGN ■ M.MAS SIC4•CNK ■ 8EW11GNMSW . Saimaa I Sign Locations STREETSIDE PARKWAY WITH DETACHED SIDEWALK MR?BLOCK I;ANS MIT Sign Locations STREET MEDIAN MID$IOCK 1 A LANE STREET 1 I WIMSW •NOS 1O SCAM I flI NvEW-Pal a sum CURS • TUTASIGN . WOWS SS 3 PSANNEW • NOT TO SCALE I 1 ELEVATION vrw ■ NOT TO SCALE City of Round Rock Malik Deitign • BUILDER NAME BUILDER NAME BUILDER NAME BUILDER NAME BUILDER NAME BUIL -)ER NAME City. otitotind I oak.$ios t Peai& (coriWtlud} BUB. DER NAME BUILNy7U BUILDER NAME BUILDER NAME RRU! ,DFR NAa IFI Ci of Round Rdac Kiosk Design (continued) IXOUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY. imummilimmonsimmine BUILDER NAME giEciakkierAWYMMAtimaiii~MIPAINItillMAIMONOMM' BUILDER NAME BlIFYiritkkZE2=Htiew BUILDER NAME BUILDER NAmE, 4 PRIVIVINEAM1ire' 476711161411Cin. BUILDER NAME 9 11.111•11=11126103."7,WAlthatIMPitlialill BUILDER NAME ------------------ 1 city -of Rosa:,11,94.300*-11e0ignfroWiniugi)x.:,, ROUND CK, TEXAS PURPOSE. PASSION. PROSPERITY. BUILDER NAME BUILDER NAME BUILDER NAME 9 BUILDER NAME 9 EXHIBIT A City of Round Rock Kiosk Directional Signage Program Proposed Rate Card and Estimated Revenue Stream ITEM A B C MSI GROSS MONTHLY PANEL RATE * CITY NET MONTHLY REVENUE PER PANEL TOTAL MONTHLY PANEL RATE $60.00 $15.00 $75.00 $60.00 $20.00 $80.00 $60.00 $25.00 $85.00 NUMBER OF STRUCTURES TOTAL PANELS ALL STRUCTURES CITY PANELS - UP TO 20% OF TOTAL PANELS NET RENTAL PANELS 41 215 9 206 GROSS MONTHLY MSI I 206 $12,360.00 $148,320.00 $12,360.00 $148,320.00 $12,360.00 $148,320.00 MSI ANNUAL GROSS REVENUE CITY MONTHLY NET REVENUE $3,090.00 $4,120.00 $5,150.00 CITY ANNUAL CASH NET REVENUE $37,080.00 $49,440.00 $61,800.00 CITY PANELS ANNUAL VALUE 9 $8,100.00 $8,640.00 $9,180.00 TOTAL CITY ANNUAL BENEFIT $45,180.00 $58,080.00 $70,980.00 TOTAL ANNUAL PROGRAM VALUE $193,500.00 $206,400.00 $219,300.00 CITY PARTICIPATION PERCENT - CITY PANELS ONLY 23.3% 28.1% 32.4% TOTAL ANNUAL PROGRAM CASH ONLY $185,400.00 $197,760.00 $210,120.00 CITY PARTICIPATION PERCENT 20.0% 25.0% 29.4% * ONE TIME PANEL PAINT PRODUCTION CHARGE $100.00 $100.00 $100.00 The number of kiosk structures, leased sign panels, and municipal sign panels are based on a field survey conducted December 2007