FIRST AMENDMENT TO AGREEMENT WITH FOCUS MEDIA GROUP, INC. FOR
THE INSTALLATION, MAINTENANCE, REPAIR AND ADVERTISING OF BUS
SHELTERS, BUS BENCHES AND KIOSKS
THIS FIRST AMENDMENT to the above-referenced agreement is entered into on February 4, 2025, by and between Focus Media Group, Inc. (“Company”) and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).
RECITALS
On January 18, 2022, the Parties entered into Agreement #A-2022-010, by which Company agreed to provide services related to selling advertising through out-of-home media assets – specifically, street furniture, and the installation, maintenance, janitorial services and operation of advertising-supported bus shelters, bus benches and kiosks. The Agreement is act
ive and has a ten-year initial term.
Certain
of the Agreement discuss the content of advertisements an d procedures under which such content may be restricted. It has come to the Parties’ attention that of these policies may be overly vague or otherwise untenable in practice.
The Parties now wish to amend the Agreement to clarify the scope and procedure of the “unacceptable content” policies contained therein. No other changes are contemplated by this First Amendment.
The Parties therefore agree:
1. Exhibit “A”, subsection “Advertising Standards” is hereby amended, and replaced with the following:
Advertising Standards
a. Bus shelter advertising shall be limited to one two-sided, back-to -back, backlit ad panel per shelter. Alternative advertising panel designs as required on a site by-site basis will require prior approval by the City. Any proposed advertising to be located on the shelter ad panels shall not:
1. Display the words "STOP", "DRIVE-IN", "DANGER", or any other word, phrase, symbol or character which may interfere with, mislead, confuse, or direct vehicular traffic.
2. Be comprised of rotating, revolving, or flashing lighting devises.
3. Promotes alcohol, cannabis and/or tobacco products of any kind within 1,000 feet of any school.
4. Contains “off-site business identification signs.” For the purpose of this Agreement, "off-site identification signs" are defined as ad panels that give specific direction to an advertiser's place of business other than the site's EXHIBIT 1
address.
b. Company shall not accept ads or run ads in the Advertising Inventory with content that is deemed unacceptable by the City in accordance with Exhibit D. c. The City may make a demand to Company for the removal of any advertisement, commercial or noncommercial, which does not conform to this policy. Such demand shall be in writing and shall state the reasonable grounds for the demand. Company agrees to remove said advertising within twenty-hour (24) hours of demand by the City.
2. Exhibit “D” is hereby amended, and replaced with the following:
UNACCEPTABLE CONTENT
Company shall not accept or run advertising on the Advertising Inventory that contains Unacceptable Content, as determined by the City. Unacceptable Content includes but is not limited to the following:
• Is lewd, profane, obscene, or indecent, as defined generally under California Penal Code sections 311 and 313, including any content that is violent or pornographic, explicit violent or sexual material, or depictions of violent or sexual acts; • Contains gruesome, graphic, or disgusting accounts or imagery; • Promotes the sale of products that are designed to explode and could cause damage to nearby people or property;
• Promotes the sale of firearms or sporting or recreational guns that can cause serious harm if misused, or that appear to be real guns;
• Promotes the sale of other weapons that are designed or promoted as products that can be used to injure an opponent in sport, self-defense, or combat; • Is unlawful or that could facilitate the violation of any applicable law, regulation or governmental rule or guidance;
• Offers or disseminates any fraudulent goods, services, schemes or promotions; • Demeaning or disparaging matter - Contains images, copy or concepts that actively denigrate, demean or disparage any individual or group; • Promotes the sale and use of tobacco and tobacco-related products. Tobacco means: (1) any product containing, made, or derived from tobacco or nicotine that is intended for human consumption, whether smoked, heated, chewed, absorbed, dissolved, inhaled, snorted, sniffed, or ingested by any other means, including, but not limited to cigarettes, cigars, little cigars, chewing tobacco, pipe tobacco, snuff; and (2) any electronic device that delivers nicotine or other substances to the Person inhaling from the device, including, but not limited to, an electronic cigarette, electronic cigar, electronic pipe, or electronic hookah;
• Promotes the sale and use of cannabis or cannabis product, medicinal/medical cannabis, or commercial cannabis activity and business as defined in Santa Ana Municipal Code Section 40-2;
• Promotes products or services marketed as facilitating recreational drug use; • Is libelous, defamatory, knowingly false or misrepresented an individual, company or entity;
• Infringes upon the intellectual property rights of any third party, including copyrights, trademarks, trade names, trade secrets, or patents of such third party; • Unsafe transit behavior – Contains images, copy or concepts that depict unsafe behaviors aboard buses or trains, or in or around transit stations or railroad tracks.
3. Except as modified by this First Amendment, all terms and conditions of the Agreement shall remain in full force and effect.
[signature page to follow]
ATTEST CITY OF SANTA ANA
_______________________________ ______________________________ JENNIFER L. HALL ALVARO NUNEZ
City Clerk City Manager
APPROVED AS TO FORM MEDIA
Sonia R. Carvalho
City Attorney
By: ___________________________ _______________________________
KYLE NELLESEN
Assistant City Attorney
LI
resident
RECOMMENDED FOR APPROVAL
________________________________
NABIL SABA
Executive Director
Public Works Agency
Nabil Saba
Digitally signed by Nabil
Saba
Date: 2025.01.22 14:21:04
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