Agreement W/ Clear Channel Outdoor INC. DocuSign Envelope ID:5071AB45-AE18-47A7-8916-D0E254985B1 D
2020-31460 - 10/14/2020
Item R7 F
AMENDMENT NO. 5 TO THE AGREEMENT BETWEEN CITY OF MIAMI
BEACH, FLORIDA AND CLEAR CHANNEL OUTDOOR, INC., A DELAWARE
CORPORATION, AS ASSIGNEE, DATED OCTOBER 17, 2001, TO
CONSTRUCT,OPERATE AND MAINTAIN BUS SHELTER STRUCTURES AND
OTHER STREET FURNITURE THROUGHOUT THE CITY, PURSUANT TO
REQUEST FOR PROPOSALS NO. 107-99100
This Amendment No. 5 (Amendment) is entered into this 22 day of
OCTOBER , 2020 ("Effective Date"), by and between the City of Miami Beach,
Florida, a municipal corporation, organized and existing under the laws of the State of
Florida, having its principal place of business at 1700 Convention Center Drive, Miami
Beach, Florida 33139 ("City"), and Clear Channel Outdoor, Inc., a Delaware corporation,
authorized to do business in Florida, whose address is 5800 N.W. 77th Court, Miami,
Florida 33166 ("Clear Channel"or"Contractor").
RECITALS
WHEREAS, on October 17, 2001 Clear Channel Adshel, Inc. ("Clear Channel
Adshel"), entered into the agreement with the City to construct, operate and maintain bus
shelters and other street furniture throughout the City, pursuant to Request for Proposals
No. 107-99/00,with an initial term of ten(10)years and one(1)option to renew for an additional
five(5)year term(the"Agreement"); and
WHEREAS, on September 28, 2011, the City executed Amendment No. 1 to the
Agreement which,among other things,exercised the five-year renewal term provided for in the
Agreement, and additionally provided for a subsequent five-year renewal option beyond
October 31,2016,at the City's discretion; and
WHEREAS, on December 8, 2016, the City and Clear Channel executed
Amendment No. 2 to the Agreement, approving the assignment of the Agreement from
Clear Channel Adshel to Clear Channel and extending the Agreement from October 31,
2016 until such time as the City enters into a new agreement for similar services(Extended
Term), subject to termination by the City, for convenience, without cause and without
penalty, upon thirty(30)days written notice to Clear Channel;and
WHEREAS, at its December 14, 2016 meeting, the City Commission adopted
Resolution No. 2016-29674, approving Amendment No. 3 to the Agreement; said
amendment, in material part: (1)providing for the City and Clear Channel to equally share
in the cost of removing and replacing any bus shelter or bench which is required to be
removed as a result of ongoing or new Roadway Construction Projects; (2) requiring a
Phase Out Plan for the removal of the bus shelters and bus benches upon the expiration
or termination of the Agreement; (3) clarifying the applicability of the Agreement to bus
shelters and bus benches;and(4) memorializing the practice of providing the City with ad
space for City promotional materials, subject to space availability; and
WHEREAS,on April 26,2017,the City Commission adopted Resolution No.2017-
29820, approving Amendment No. 4 to the Agreement; said amendment approving
Sanchez Arango Construction Co., as a subcontractor of Clear Channel under the
Agreement; and further approving the City's fifty percent (50%) contribution toward the
total cost of the removal and reinstallation of the pending construction bus shelters (as a
result of previously completed or ongoing roadway construction projects which have been
initiated by the City), in an amount not to exceed$95,000; and
DocuSign Envelope ID:5071AB45-AE18-47A7-8916-D0E254985B1 D
WHEREAS, Amendment No.4 was executed by the City and Clear Channel on
May 12, 2017 (the Agreement and Amendments No. 1, No. 2, No. 3 and No. 4 shall be
referred to herein collectively as the"Agreement").
NOW THEREFORE, in consideration of the mutual promises and conditions
contained herein, and other good and valuable consideration, the sufficiency of which is
hereby acknowledged,the City and Contractor hereby agree to amend the Agreement as
follows:
1. ABOVE RECITALS.
The above recitals are true and correct and are incorporated herein as part of this
Amendment.
2. MODIFICATIONS.
a. Section 7 is hereby deleted and replaced with the following:
SECTION 7:TERM
This Agreement shall commence on November 1,2001,and shall terminate on the earlier
of: (1) September 30, 2021 or(2)the execution and effective date of the new agreement
by the City for construction, operation and maintenance of bus shelters and other street
furniture (ITN#2020-239-KB), unless earlier terminated, as herein provided. The City will
provide sixty (60) day written notice to Clear Channel prior to anticipated contract
termination.
b. Subsection 8.1 is hereby deleted and replaced with the following:
8.1. In addition to erecting, installing, operating, and maintaining the Bus Shelters and/or
Street Furniture contemplated by this Agreement, at its sole cost and expense, and at no
cost to the City, Contractor shall also pay to the City, on a quarterly basis, a Minimum
Annual Guarantee of $130,000 ($32,500 per quarter) plus fifty (50%) Net Revenue
Sharing, effective as of October 1, 2020.
Contractor's Net Revenues shall be defined as its Gross Revenues less only a fifteen
percent(15%)deduction of gross revenue agency fee,which Contractor herein represents
as the standard in the industry paid to a third party for selling costs. In the event that the
industry standard is less than fifteen percent(15%),this Agreement shall be automatically
amended to reflect such change(and the new percentage).
The City shall receive each payment no later than the fifth day of the month succeeding
the close of the quarter. The Contractor shall include with each payment, a statement of
its advertising revenues from the sale of advertising, for the quarter applicable to the
payment. Said statements shall be in a form acceptable to the City Manager or his
designee. Any payment which Contractor is required to make to City which is not paid on
or before the respective date provided for in this Agreement shall be subject to interest at
the rate of twelve percent(12%) per annum,from the due date of payment until such time
as payment is actually received by the City. It is also understood that any required Florida
State Sales and Use Taxes, as applicable, shall be added to the Minimum Annual
Guarantee payments, as set forth above, and forwarded to the City as part of said
payment. It is the City's intent that it is to receive the Minimum Annual Guarantees as net,
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DocuSign Envelope ID:5071 AB45-AE18-47A7-8916-D0E254985B1 D
free and clear of all costs and charges arising from or relating to Contractor's obligations
pursuant to this Agreement.
c. Section 14 is hereby deleted and replaced with the following:
SECTION 14. REMOVAL BY CONTRACTOR/TRANSFER OF OWNERSHIP
OF BUS SHELTERS AND STREET FURNITURE UPON
EXPIRATION AND/OR TERMINATION OF THE AGREEMENT
Prior to end of term of this Agreement, Contractor shall, at its sole cost and expense and
at no cost to the City, remove the Bus Shelters and Street Furniture set forth in Exhibit"D"
and, at its sole cost and expense and at no cost to the City, return the City's right-of-way
and adjacent areas associated with the locations set forth in Exhibit "D" to their original
condition prior to the installation of any Bus Shelters and Street Furniture.
At the end of term of this Agreement, or otherwise upon termination of this Agreement,
Contractor shall, at its sole cost and expense and at no cost to the City cause a transfer
of ownership for all Street Furniture and Bus Shelters pursuant to this Agreement(except
those Bus Shelters and Street Furniture described in Exhibit"D")to the City.Such transfer
of ownership shall occur contemporaneously with the expiration or termination of this
Agreement, and the Contractor shall transfer the Ownership of the Street Furniture and
Bus Shelters to the City free of all liens and encumbrances. Notwithstanding the transfer
of ownership, Clear Channel shall remain responsible for all claims, causes of actions,
debts, encumbrances, or administrative action that accrued prior to the transfer of
ownership.
3. RATIFICATION.
Except as amended herein, all other terms and conditions of the Agreement shall
remain unchanged and in full force and effect. In the event there is a conflict
between the provisions of this Amendment and the Agreement, the provisions of
this Amendment shall govern.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their appropriate officials, as of the date first entered above.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
By: r
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Rafael E. Granado, City Clerk Dan Gelber, Mayor
10/22/2020 APPROVED AS TO
FORM a LANGUAGE
Date a FOR EXECUTION
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DocuSign Envelope ID:5071AB45-AE18-47A7-8916-D0E254985B1D
CLEAR CHANNEL OUTDOOR, INC.
ATTEST:
DocuSlgned by: ,--DocuSigned by:
By: EDFB789D204A48F... - —9E5222F572F7414...
Joe Garner Jasper Johnson
Print Name Print Name
10/19/2020 1 8:40 AM EDT
Date
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DocuSign Envelope ID:5071AB45-AE18-47A7-8916-D0E254985B1D
EXHIBIT D
Prior to end of term of this Agreement, Contractor shall, at its sole cost and expense and at no
cost to the City, remove the Bus Shelters from locations listed below:
1. West Avenue/10 Street(southbound direction)
2. Dade Blvd/23 Street(westbound direction)
3. Pine Tree Drive/24 Street(northbound direction)
4. Pine Tree Drive/24 Street(southbound direction)
5. Pine Tree Drive/25 Street(southbound direction)
6. Sheridan Avenue/28 Street(northbound direction)
7. Pine Tree Drive/47 Street(southbound direction)
8. La Gorce Drive/51 Street(southbound direction)