HomeMy WebLinkAboutR-2023-121 Resolution authorizing an amendment to Airport Lease Agreement with BBold Advertising and Marketing RESOLUTION NO. R-2023-121
A RESOLUTION authorizing an amendment to Airport Lease Agreement with BBold
Advertising and Marketing.
WHEREAS, the City and BBold Advertising and Marketing entered into an Airport Lease
Agreement effective Julylst, 2018; and
WHEREAS, the parties wish to amend that agreement with mutually acceptable changes;
and
WHEREAS, the parties have agreed to amend that lease for an additional term; now
therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized to execute the attached Amendment to Airport
Lease Agreement Between Yakima Air Terminal-McAllister Field/City of Yakima and BBold
Advertising and Marketing, attached hereto.
ADOPTED BY THE CITY COUNCIL this 5th day of September, 2023.
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ATTEST: ..... '�� , Janice Deccio, Mayor
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Rosalinda Ibarra, City Clerk h�`sf1iN��o'
AMENDMENT #1 TO AIRPORT ADVERTISING AGREEMENT
BETWEEN THE CITY OF YAKIMA
AND
BBOLD ADVERTISING AND MARKETING
THIS AMENDMENT TO THE AIRPORT ADVERTISING AGREEMENT is made and
entered into by and between the City of Yakima, the owner and operator of Yakima Air
Terminal-McAllister Field, hereinafter referred to for purposes of this Amendment and
the underlying Agreement as the "Airport", and BBold Advertising and Marketing, a
corporation which is, or shall be prior to initiation of the contract term, registered with and
qualified to do business in the State of Washington, hereinafter referred to as the
"Contractor".
WHEREAS, the City of Yakima and Contractor entered into an Airport Advertising
Agreement effective July 1, 2018; and
WHEREAS, that Agreement is being renewed for an additional term; and
WHEREAS, the parties wish to amend that agreement with mutually acceptable
changes;
NOW, THEREFORE, in consideration of the mutual covenants, promises, and
agreements set forth herein, it is agreed by and between the Airport and the Contractor as follows:
Section 1. Article I, Term, subsection 1.1 of the Airport Advertising Agreement, dated July
1, 2018, shall be replaced with the following language
1.1 This Agreement shall become effective at execution. The term of this Agreement shall
commence on September 5, 2023, and continue for five (5) years thereafter The term of
this agreement may be extended at the sole discretion of the Airport for one additional five
(5) year term. The Airport shall notify Contractor at least 30 days before the end of the
term if it intends to extend this Agreement. If the Airport does not notify the Contractor,
this Agreement shall terminate at the end of the term or the extension. In the Airport's
determination as to whether to exercise its option to extend the Agreement, Contractor
must at a minimum meet the following operational standards, though if these standards
are met the Airport retains the option to not extend the Agreement:
a. Contractor will continue to invest and update the advertising
methods to reflect modern age displays with a professional look;
b. Contractor will actively pursue businesses and industries that
showcase what the Yakima Valley offers to its visitors. (Subject to
availability of displays for sale);
c. Contractor will begin the replacing backlit display units with video
screens with the priority being the baggage claim area followed by
the eastside wall of the secured gate area.
d. Contractor will ensure that at least 75% of advertisers at the
Airport are local and regional advertisers, with regional
advertisers being defined as advertisements for services or
goods located in Washington, Oregon, Idaho or British
Page 1 of 6
AMENDMENT#1 TO AIRPORT ADVERTISING AGREEMENT(Contract No.2018-100)BETWEEN THE CITY OF YAKIMA AND
BBOLD ADVERTISING AND MARKETING
Columbia;
e. Contractor will provide architect-approved engineering drawings of
improvements installed in the facility;
f. Contractor will provide its personnel sufficient time for display case
relocation to be completed within 14 days of Airport request;
g. Contractor will provide maintenance staff and scheduling, with
onsite availability within 48 hours upon Airport or Advertiser request
for service;
h. Contractor will provide graphic guidance to advertisers and obtain
written Airport approval of all graphic renditions prior to install; and
i. Contractor will assist Airport staff in public relations efforts including
media release support.
Section 2. Article I, Term, subsection 1.2 of the Airport Advertising Agreement, dated July
1, 2018, shall be deleted from the Agreement.
Section 3. Article II, Privileges and Obligations of the Contractor, subsection 2.3 of the
Airport Advertising Agreement, dated July 1, 2018, shall be replaced with the following language:
2.3 All installations shall be approved by Airport Management by prior written approval, which
may be by electronic mail, and shall be in good taste, professionally developed, and of
such high caliber as to contribute to the establishment of the Facility as a prestigious
location for commercial advertising media.
Section 4. Article IX, Compliance, subsection 9.2, of the Airport Advertising Agreement,
dated July 1, 2018, shall be replaced with the following language:
9.2 Except as otherwise provided herein, on or before their respective due dates Contractor
shall pay to the appropriate authority all federal, state and local taxes which may be levied
on account of the business being conducted in the Assigned Areas, or in good faith timely
contest the same. It is the expressed intent of the parties that this Agreement grant no real
property rights to Contractor. Contractor's advertising displays and equipment shall not be
viewed as Contractor's real property. The Airport shall not assess or bill Contractor for any
property, real estate, or lease tax. Provided, however, if it should be determined that a
leasehold excise tax is owed for the rights granted to Contractor under this Agreement,
Contractor shall remit any and all such taxes owed to the Airport within 30 days of written
notice of the tax liability. Contractor shall maintain in current status all federal, state, and
local licenses and permits required for the operations of the business conducted by
Contractor.
Section 5. Article XI, Insurance and Indemnification, subsection 11.1, of the Airport
Advertising Agreement, dated July 1, 2018, shall be replaced with the following language:
11 1 Indemnification and Hold Harmless
a. Contractor shall take all necessary precautions in performing the Services to prevent
injury to persons or property. The Contractor agrees to release, indemnify, defend,
and hold harmless the City of Yakima, its elected and appointed officials, officers,
employees, agents, representatives, insurers, attorneys, and volunteers from all
liabilities, losses, damages, and expenses related to all claims, suits, arbitration
Page 2 of 6
AMENDMENT#1 TO AIRPORT ADVERTISING AGREEMENT(Contract No 2018-100)BETWEEN THE CITY OF YAKIMA AND
BBOLD ADVERTISING AND MARKETING
actions, investigations, and regulatory or other governmental proceedings arising from
or in connection with this Agreement or the acts, failures to act, errors or omissions of
the Contractor, or any Contractor's agent or subcontractor, in performance of this
Agreement.
b. Industrial Insurance Act Waiver. It is specifically and expressly understood that the
Contractor waives any immunity that may be granted to it under the Washington State
industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification.
Contractor's indemnification shall not be limited in any way by any limitation on the
amount of damages, compensation or benefits payable to or by any third party under
workers' compensation acts, disability benefit acts or any other benefits acts or
programs. Contractor shall require that its subcontractors, and anyone directly or
indirectly employed or hired by Contractor, and anyone for whose acts Contractor may
be liable in connection with its performance of this Agreement, comply with the terms
of this paragraph, waive any immunity granted under Title 51 RCW, and assume all
potential liability for actions brought by their respective employees. The Parties
acknowledge that they have mutually negotiated this waiver.
c. Should a court of competent jurisdiction determine that this Agreement is subject to
RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to
persons or damages to property caused by or resulting from the concurrent negligence
of the Contractor and the City of Yakima, the Contractor's liability, including the duty
and cost to defend, shall be only to the extent of the Contractor's negligence.
d. Nothing contained in this Section or this Contract shall be construed to create a liability
or a right of indemnification in any third party.
e. The terms of this section shall survive any expiration or termination of this Contract.
Section 6. Article XI, Insurance and Indemnification, subsection 11.2, of the Airport
Advertising Agreement, dated July 1, 2018, shall be replaced with the following language:
11.2 At all times during performance of the Services and this Contract, Contractor shall secure
and maintain in effect insurance to protect the City of Yakima and Contractor from and
against any and all claims, damages, losses, and expenses arising out of or resulting from
the performance of this Contract.
Contractor shall provide and maintain in force insurance in limits no less than that stated
below, as applicable. The City of Yakima reserves the right to require higher limits should
it deem it necessary in the best interest of the public. Contractor will provide a Certificate
of Insurance to the City of Yakima as evidence of coverage for each of the policies and
outlined herein. A copy of the additional insured endorsement attached to the policy will
be included with the certificate. This Certificate of insurance shall be provided to the City
of Yakima, prior to commencement of work.
Failure of City of Yakima to demand such verification of coverage with these insurance
requirements or failure of City of Yakima to identify a deficiency from the insurance
documentation provided shall not be construed as a waiver of Contractor's obligation to
maintain such insurance.
Page 3 of 6
AMENDMENT#1 TO AIRPORT ADVERTISING AGREEMENT(Contract No.2018-100)BETWEEN THE CITY OF YAKIMA AND
BBOLD ADVERTISING AND MARKETING
Contractor's insurance coverage shall be primary insurance with respect to those who are
Additional Insureds under this Contract. Any insurance, self-insurance or insurance pool
coverage maintained by the City of Yakima shall be in excess of the Contractor's insurance
and neither the City of Yakima nor its insurance providers shall contribute to any
settlements, defense costs, or other payments made by Contractor's insurance. All
additional insured endorsements required by this Section shall include an explicit waiver
of subrogation.
If at any time during the life of the Contract, or any extension, Contractor fails to maintain
the required insurance in full force and effect, all work under the contract shall be
discontinued immediately. Any failure to maintain the required insurance may be sufficient
cause for the City of Yakima to terminate the Contract.
11.2.1 Commercial General Liability Insurance. Before this Agreement is fully executed
by the parties, Contractor shall provide the Airport with a certificate of insurance as
proof of commercial liability insurance with a total liability limit of the limits
required in the policy, subject to minimum limits of Two Million Dollars
($2,000,000) per occurrence combined single limit bodily injury and property
damage,and Two Million Dollars($2,000,000.00)general aggregate. The certificate
shall clearly state who the provider is, the coverage amount, the policy number, and
when the policy and provisions provided are in effect. Said policy shall be in effect
for the duration of this Agreement. The policy shall name the City of Yakima and
Airport, its elected and appointed officials, officers, agents, employees, and
volunteers as additional insureds. The insured shall not cancel or change the
insurance without first giving the Airport thirty (30) calendar days prior written
notice. The insurance shall be with an insurance company or companies rated A-VII
or higher in Best's Guide and admitted in the State of Washington.
11.2.2 Automobile Liability Insurance.
(a) If Contractor owns any vehicles,before this Agreement is fully executed by
the parties, Contractor shall provide the Airport with a certificate of insurance as
proof of automobile liability insurance and personal umbrella liability insurance with
a total liability limit of the limits required in the policy, subject to minimum limits of
Two Million Dollars($2,000,000)per occurrence combined single limit bodily injury
and property damage. Automobile liability will apply to "Any Auto" and be shown
on the certificate.
(b) If Contractor does not own any vehicles, only "Non-owned and Hired
Automobile Liability" will be required and may be added to the commercial liability
coverage at the same limits as required in that section of this Agreement,which is the
Section entitled"Commercial General Liability Insurance".
(c) Under either situation described above,the required certificate of insurance
shall clearly state who the provider is, the coverage amount, the policy number, and
when the policy and provisions provided are in effect. Said policy shall be in effect
for the duration of this Agreement. The policy shall name the City of Yakima, the
Airport, its elected and appointed officials, officers, agents, employees, and
volunteers as additional insureds. The insured shall not cancel or change the
insurance without first giving the Airport thirty (30) calendar days prior written
Page 4 of 6
AMENDMENT#1 TO AIRPORT ADVERTISING AGREEMENT(Contract No. 2018-100)BETWEEN THE CITY OF YAKIMA AND
BBOLD ADVERTISING AND MARKETING
notice. The insurance shall be with an insurance company or companies rated A-VII
or higher in Best's Guide and admitted in the State of Washington.
11.2.3 Statutory workers' compensation and employer's liability insurance as required by
state law.
Failure of either or all of the additional insureds to report a claim under such insur-
ance shall not prejudice the rights of the City of Yakima, the Airport, its officers,
employees,agents, and representatives there under. The Airport,the City of Yakima,
and its elected officials, officers, principals, employees, representatives, and agents
shall have no obligation for payment of premiums because of being named as
additional insureds under such insurance. None of the policies issued pursuant to the
requirements contained herein shall be canceled,allowed to expire,or changed in any
manner that affects the rights of the City of Yakima and Airport until thirty (30) days
after written notice to the Airport of such intended cancellation,expiration or change.
Section 7. Article XII, Termination by Airport, subsection 12.4, of the Airport Advertising
Agreement dated July 1, 2018, shall be added to read as follows:
12.4 The Airport may terminate this Agreement for its convenience, in whole or in part, provided
the Contractor upon thirty (30) calendar days written notice delivered by certified mail,
return receipt requested, of its intent to terminate
Section 8. Article XX, General Provisions, subsection 20.4, of the Airport Advertising
Agreement dated July 1, 2018, shall be amended to reflect that the new person to which Notice
should be provided to the City is Robert Hodgman, Airport Director. Mr. Hodgman's email
address is robert.hodqmanyakimawa.qov. All other contact information listed remains the
same.
CITY OF YAKIMA BBOLD ADVERTISING AND MARKETING
B : B
Y Y:
Robert Harrison, City Manager Shane G. Pierone
Date: CI l (Si . %- Date: )23 ( z OZ3
ATTEST:
By: L By:
Ro inda Ibarra, City Clerk DeNard Jo s
4SHING-so
Date: S.23.
-,"'TRACT NO IOV � j
� :ION NO 4Z-1 -0-1
Page 5 of 6
AMENDMENT#1 TO AIRPORT ADVERTISING AGREEMENT(Contract No 2018-100)BETWEEN THE CITY OF YAKIMA AND
BBOLD ADVERTISING AND MARKETING
STATE OF WASHINGTON )
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County of Yakima
I certify that I know or have satisfactory evidence that Shane G. Pierone, BBold Advertising and
Marketing Partner, signed this instrument, on oath stated that they were authorized to execute
the instrument and acknowledged it to be the free and voluntary act of such party for the uses
and purposes mentioned in the instrument.
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\‘‘`` M.BA i Date 8/8,3/413
110TARy m : Nota Publrc for the State of Washington
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PUBLIC Residing at: lI/'Lh'It AV4'
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STATE OF WASHINGTON )
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County of Yakima
I certify that I know or have satisfactory evidence that DeNard Jones, BBold Advertising and
Marketing Partner, signed this instrument, on oath stated that they were authorized to execute
the instrument and acknowledged it to be the free and voluntary act of such party for the uses
and purposes mentioned in the instrument.
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STATE OF WASHINGTON )
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County of Yakima
I certify that I know or have satisfactory evidence that Robert Harrison signed this instrument, on
oath stated that he was authorized to execute the instrument and acknowledged it as the City
Manager of the City of Yakima, Washington to be the free and voluntary act of such party for the
uses and purposes mentioned in the instrument. ll
�i Date: . •t , �w
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Notary Public( r the State of Washington
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AMENDMENT#1 TO AIRPORT ADVERTISING AGREEMENT(Contract No 2018-100)BETWEEN THE CITY OF YAKIMA AND
BBOLD ADVERTISING AND MARKETING
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BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. 6.K.
For Meeting of: September 5, 2023
ITEM TITLE: Resolution authorizing an amendment to Airport Lease Agreement
with B Bold Advertising and Marketing
SUBMITTED BY: Jaime Vera,Airport Operations Manager
SUMMARY EXPLANATION:
The City and B Bold Advertising and Marketing entered into an Airport Lease Agreement effective
J uly1 St, 2018 and the parties wish to amend that agreement with mutually acceptable changes. The
parties have agreed to amend that lease for an additional term.
ITEM BUDGETED: NA
STRATEGIC PRIORITY: Partnership Development
APPROVED FOR SUBMITTAL BY THE CITY MANAGER
RECOMMENDATION:
Adopt Resolution.
ATTACHMENTS:
Description Upload Date Type
D Resolution 8/15/2023
D Contract 8/23/2023