Resolution 2021-31853RESOLUTION NO. 2021-31853
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING, IN SUBSTANTIAL FORM, AN
AGREEMENT WITH OUTFRONT MEDIA GROUP LLC, PURSUANT TO
INVITATION TO NEGOTIATE NO. 2020 -239 -KB REVENUE SHARING
AGREEMENT FOR THE CONSTRUCTION, OPERATION, AND MAINTENANCE
OF BUS SHELTERS AND OTHER STREET FURNITURE AT DESIGNATED
LOCATIONS CITYWIDE, FOR AN INITIAL TERM OF TWENTY (20) YEARS
AND ONE (1) FIVE (5) YEAR RENEWAL OPTION, EXERCISABLE BY MUTUAL
AGREEMENT OF THE PARTIES; AND FURTHER AUTHORIZING THE CITY
MANAGER AND CITY CLERK TO EXECUTE THE FINAL AGREEMENT.
WHEREAS, in October 2001, the City and Clear Channel executed an agreement for
Clear Channel to construct, operate, and maintain the current bus shelter structures on the public
rights -of -ways throughout the City; and
WHEREAS, the agreement resulted in the installation of 107 bus shelters on City rights-
of-way and provided for commercial static advertising on the bus shelters with an escalating
revenue share with the City; and
WHEREAS, to date, the City Commission has approved five amendments to the
agreement with Clear Channel; and
WHEREAS, most significantly, Amendment No. 5, executed in October 2020,
established a termination date of September 30, 2021, and enabled for transfer of ownership;of
all existing bus shelters and street furniture from Clear Channel to the City upon expiration ,or
termination of the agreement; and
WHEREAS, given that the existing bus shelters were installed in 2001, the City
Commission has expressed a desire to update the current design; and
WHEREAS, on September 16, 2020, the Mayor and City Commission authorized the
issuance of Invitation to Negotiate (ITN) 2020 -239 -KB for Revenue Sharing Agreement for the
Design, Construction, Operation, and Maintenance of Bus Shelters and Other Street Furniture
(the "Program"); and
WHEREAS, the City received one proposal from Outfront Media Group, LLC
(OUTFRONT); and
WHEREAS, on February 16, 2021, the City Manager appointed an Evaluation
Committee via LTC # 071-2021; and
I
WHEREAS, the Evaluation Committee convened on February 25, 2021 and scored the
OUTFRONT proposal with an average score of 93 points; and
WHEREAS, on March 17, 2021, the City Commission adopted Resolution No. 2021-
31644, approving the City Manager's recommendation to enter into negotiations with
OUTFRONT, the sole bidder, and authorizing the Administration to bring the final negotiated
agreement, and subsequently, the new bus shelter design, back to the City Commission for
approval; and
WHEREAS, pursuant to Resolution No. 2021-31644, the City entered negotiations with
OUTFRONT and was able to negotiate the following essential terms for the agreement
("Agreement"):
• Initial term of twenty (20) years, with one (1) five (5) year renewal term, by mutual
agreement of the parties, pursuant to the terms and conditions of the agreement,
• Installation of a minimum of 200 and maximum of 250 bus shelters and ETA signs Citywide
(as compared to OUTFRONT's original proposal of a maximum of 200 bus shelters and
ETA signs), including 40 double -sided digital advertising displays;
• Installation of up to 100 bus benches/leaning rails and 100 bicycle racks Citywide;
• Capital Expenditure (CapEx) commitment by OUTFRONT of $25 million over a 20 -year
term or $27 million over a 25 -year term (If renewal term is exercised), as compared to
originally proposed $25 million over a 25 -year term;
• Negotiated increase in Minimum Annual Guarantee (MG), in the amount of $264,000
annually, payable $66,000 quarterly, which is an increase from the initial proposals of
$96,000/year;
• In addition to MG, negotiated percentage of gross receipts (PG) payments during each
phase of development; j
I
• The MG and PG payments are estimated to provide the City between $44 million
(minimum 20 -year term with a minimum of 200 shelters) and $69 million (maximum 25 -
year term with a maximum of 250 shelters), for an overall increase in revenue shares, by
a minimum of $6 million, as compared to OUTFRONT's original proposal;
• City and OUTFRONT agree that it is beneficial for both parties to spend the full amount
of committed CapEx on the Program; however, if upon full deployment of the new bus
shelters and other street furniture, the City has not utilized all of the total committed
CapEx, upon the City's request, the Concessionaire will seek in good faith to spend
the unspent portion of such allocation on mutually agreed additional bus shelter
structures that may benefit the Program; if, after such good faith discussions, any
remaining portion of the CapEx commitment remains unspent, upon the City's request,
the Concessionaire will increase each subsequent quarterly guarantee payment such
that the City benefits by fifty percent (50%) of the amount of the unspent CapEx;
however, it is important to note that the likelihood of having unspent CapEx on this
Program is very low;
• Agreement provides for a high level of maintenance of bus shelters. The City has
negotiated that OUTFRONT pressure -wash up to 40 bus stops daily (except on weekends
and holidays) to ensure the highest level of cleanliness at the City's busiest bus stops;
• Agreement allows for the installation of additional digital advertising displays (in addition
to the 40 proposed by OUTFRONT), subject to City Manager's approval; per OUTFRONT,
digital advertising generates 3-4 times more revenue than static advertising; and
Allocation of digital and static advertising space for the City's use as follows:
0 11% share-of-voice on OUTFRONT's digital inventory (i.e. total amount of time;
that all digital displays are available to the City for advertising at no charge plus
any unsold space at no charge, as available);
0 5% initial share-of-voice on OUTFRONT's static inventory, growing to 11 % once
the full digital deployment is complete; and
o In the event of a public emergency, the City will have immediate access to 100%
of OUTFRFONT's entire digital inventory to assistwith public communications; and
WHEREAS, the Agreement provides for a phased implementation described below
along with key business terms:
Phase 1: During Phase 1, OUTFRONT will assume ownership of 95 existing bus shelters
(Clear Channel will remove eight existing bus shelters that are located on inactive transit
corridors). OUTFRONT will operate and maintain the 95 existing bus shelters and
benches, sell advertisements, and provide 30% revenue share to the City;
Phase 1 will commence on October 1, 2021 and expire upon the commencement of
Phase 2 of the Program, for a period not-to-exceed 12 months from October 1, 2021
(Commencement Date). OUTFRONT will not remit MG payment to the City for the fir ist
quarter of the first contract year to allow for Program "ramp-up";
Phase 2: Within six months from the Commencement Date of the Agreement,
OUTFRONT will secure approval from the City Manager and any governmental approvals
required for the design and installation of the new digital displays at up to 40 existing bus
shelters. Additionally, OUTFRONT will commence installation of new bus benches aI d
ETA signs at various existing bus stop locations;
i
Within 18 months from the Commencement Date, in close coordination with the City,
OUTFRONT will develop the new bus shelter design. The design will be presented Ito
the City Commission for review and approval. Once approved by the City Commission,
OUTFRONT will seek DRB and HPB approvals and any other governmental approvals
required for the design;
During this phase, OUTFRONT will continue to operate, maintain, and sell advertising on
the existing bus shelters and provide 10% gross revenue share to the City. Phase 2 will
terminate when deployment of digital displays at 40 bus shelter locations is completed,
however, no later than 24 months from the Commencement Date, whichever occurs fi est;
Phase 3: During this phase, OUTFRONT will secure City Manager approval of a full-
scale/in-field and operational bus shelter prototype. Once the prototype is approved,
OUTFRONT will commence manufacturing/construction/installation, operation and
maintenance of new bus shelters and other street furniture, while prioritizing bus slop
locations that currently do not have shelters. OUTFRONT will continue to sell
advertisements on the existing and new bus shelters and provide 10% gross revenue
share to the City;
Phase 3 commences upon securing all requisite approvals for the design of new
shelters and terminates when the full deployment of all new bus shelters is compl
however, no -to -exceed 48 months from securing such design approvals;
Phase 4: During this phase, OUTFRONT will continue to operate and maintain new bus
shelters and other street furniture, sell advertisements on new bus shelters, and provide
20% gross revenue share to the City. Phase 4 commences when full deployment of new
bus shelters is completed and terminates when the Agreement expires or is otherwise
terminated pursuant to the terms of the Agreement; and
WHEREAS, the Agreement with OUTFRONT will result in the installation of premium
stop amenities (minimum of 200 and maximum of 250 bus shelters and ETA signs), 100 bic
racks and up to 100 bus benches; and
WHEREAS, the total value to the City including CapEx, revenue share
operating/maintenance cost is estimated to be between $82.4 (20 -year term with 200 shf
and $119.2 million (25 -year term and 250 shelters); and
WHEREAS, all payments made by the OUTFRONT to the City will be inclusive of
required Florida State Sales and Use Tax(es), as applicable; and
WHEREAS, the City Manager recommends approving, in substantial form,
Concession Agreement, incorporated herein by reference and attached to the City Commi;
Memorandum accompanying this Resolution, containing the essential terms set forth in
Resolution.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND THE CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby approve, in substantial form, an Agreement with Outfront Media Group LLC,
pursuant to Invitation to Negotiate No. 2020 -239 -KB Revenue Sharing Agreement for the
Construction, Operation, and Maintenance of Bus Shelters and Other Street Furniture at
designated locations citywide, for an initial term of twenty (20) years and one (1) five (5) year
renewal option, exercisable by mutual agreement of the parties; and further authorize the City
Manager and City Clerk to execute the final Agreement.
PASSED and ADOPTED this 17th day September 2021.
ATTEST:
SEP 2.2 2021
Rafael E. Granado, City Clerk
Dan_G Mayor
,
INCORP )ORATED:
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
;�� �-a)
yAttorney f Date
Resolutions - C7 W
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Alina T. Hudak, City Manager
DATE: September 17, 2021
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF
OF MIAMI BEACH, FLORIDA, APPROVING, IN SUBSTANTIAL
CONCESSION AGREEMENT WITH OUTFRONT MEDIA GR
PURSUANT TO INVITATION TO NEGOTIATE NO. 2020 -239 -KB
THE CITY
FORM, A
OUP LLC,
REVENUE
SHARING AGREEMENT FOR THE CONSTRUCTION, OPERATION, AND
MAINTENANCE OF BUS SHELTERS AND OTHER STREET FURNITURE
AT DESIGNATED LOCATIONS CITYWIDE, FOR AN INITIAL TERM OF
TWENTY (20) YEARS AND ONE (1) FIVE (5) YEAR RENEWAL OPTION,
EXERCISABLE BY MUTUAL AGREEMENT OF THE PARTIES; AND
FURTHER AUTHORIZING THE CITY MANAGER AND CITY CLERK TO
EXECUTE THE FINALAGREEMENT.
RECOMMENDATION
It is recommended that the Mayor and City Commission adopt the Resolution approving, in
substantial form, the negotiated agreement (Agreement) with OUTFRONT Media Group, LLC
(OUTFRONT), for the maintenance of existing bus shelters and the construction, installation,
operation and maintenance of new bus shelters and other street furniture at designated locations
within the City pursuant to Invitation to Negotiate No. 2020 -239 -KB (Program); and further
authorizing the City Manager and City Cleric to execute the Agreement.
BACKGROUND/HISTORY
In October 2001, the City and Clear Channel executed an agreement for Clear Channel to
construct, operate, and maintain the current bus shelter structures on the public rights -of -ways
throughout the City. The agreement resulted in the installation of 107 bus shelters on City
rights-of-way and provided for commercial static advertising on the bus shelters with an
escalating revenue share with the City. Over the last three years, the City has received an
annual average revenue share of $644,000 from Clear Channel, comprised of $260,000 in
minimum annual guarantee, plus 30% of net revenue share.
To date, the City Commission has approved five amendments to the agreement with Clear
Channel. Most significantly, Amendment No. 5, executed in October 2020, established a
termination date of September 30, 2021 and enabled for transfer of ownership of all existing
bus shelters in the City (currently 103 as some were removed due to construction) from Clear
Channel to the City upon expiration or termination of the agreement. Additionally, Amendment
Page 782 of 1657
No. 5 reduced the minimum annual guarantee by 50% (to $130,000) and increased revenue
share from 30% to 50% as a result of financial impact to Clear Channel due to the COVID-19
pandemic.
Given that the existing bus shelters were installed in 2001, the City Commission has expressed
a desire to update the current design. At its December 9, 2015 meeting, the City Commission
referred an item to the Finance and Citywide Projects Committee (the Committee) for a
discussion on updating the design of the existing bus shelters with the goal of achieving an
iconic design and providing amenities/enhancements that could help promote transit use.
On January 22, 2016, the Committee considered the issue. The Administration had originally
recommended issuing a single solicitation for the design, construction, operation, and
maintenance of new bus shelters. However, because the Committee considered an iconic
design to be of primary importance, it recommended issuing an initial solicitation to engage a
firm to develop a bus shelter design and subsequently issuing a separate solicitation for the
construction, operation, and maintenance of the new bus shelters.
At its March 9, 2016 meeting, the City Commission adopted Resolution No. 2016-29325,
accepting the recommendation of the Committee to issue a solicitation for the design of new
bus shelters. The Resolution also authorized the City Manager to extend the existing
agreement with Clear Channel on a month-to-month basis until such time as the City executes
an agreement with a firm to construct new bus shelters.
On April 13, 2016, the City Commission approved the issuance of Request for Qualifications
(RFQ) No. 2016 -116 -KB for Architectural and Engineering Design Criteria Professional
Services for New Bus Shelters. The RFQ process resulted in the selection of ACAI
Associates, Inc., whose team included the premier design firm of Pininfarina. The resulting
design developed by the ACAI/Pininfarina team incorporates features to enhance passengers'
transit experience, including the use of technology; innovative, sustainable, and attractive
architectural elements; and a modular design that enables for installation of bus shelters at more
bus stops, particularly at locations within constrained rights-of-way. The ACAI/Pininfarina bus
shelter design was approved by the City Commission, Design Review Board (DRB), and
Historic Preservation Board (HPB).
On August 7, 2019, following City Commission approval of the ACAI/Pininfarina bus shelter
design, the City issued Request For Proposal (RFP) No. 2019 -306 -KB for the construction,
operation, and maintenance of the new bus shelter design. The RFP required proposers to
submit proposals based on the approved ACAI/Pininfarina bus shelter design. The successful
proposer would bear all costs associated with construction, operation, and maintenance of the
new bus shelters, and provide revenue to the City based on advertising proceeds. No
responses to the RFP were received. The primary reason some proposers cited for declining
to submit a proposal was the high manufacturing/construction cost of the ACAI/Pininfarina
design. Staff held meetings with a number of firms in the bus shelter industry to better
understand any design -related concerns, or other impediments, which may have resulted in the
City not receiving any responses to the RFP. The issue of the high cost of the ACAI/Pininfarina
design was, once again, the primary concern expressed. Based on industry feedback, City staff
worked with the ACAI/Pininfarina team and amended the bus shelter design value engineering
modifications to reduce the cost of manufacturing and construction without impacting the
aesthetic design.
Page 783 of 1657
Based on industry feedback, the Administration determined that issuing a new solicitation that
provided flexibility for prospective bidders to bid on the ACAI/Pininfarina design, or suggest an
alternative bus shelter design, would be in the best interest of the City.
On September 16, 2020, the Mayor and City Commission authorized the issuance of I nvitabon
to Negotiate (ITN) 2020 -239 -KB for Revenue Sharing Agreement for the Design, Construction,
Operation, and Maintenance of Bus Shelters and Other Street Fumiture with the goal of
negotiating an agreement that resulted in new and improved bus shelters and revenue to the
City. On October 21, 2020, the City issued the ITN. The ITN allowed bidders to bid on the
ACAI/Pininfarina design or suggest an altemative bus shelter design, with all costs related to
design, constniction, and installation of the new bus shelters and other street fumiture to be the
responsibility of the successful bidder. The ITN also included stand-alone digital Estimated
Time of Arrival (ETA) signs at bus shelter locations and the sale of bus shelter advertising
space.
2021. The Ci received oneproposal
ITN responses were due and received on January 7, City
from OUTFRONT. On February 16, 2021, the City Manager appointed an Evaluation
Committee via LTC # 071-2021. The Evaluation Committee convened on February 25, 2021
and scored the OUTFRONT proposal with an average score of 93 points.
On March 17, 2021, the City Commission adopted Resolution No. 2021-31644, approving the
City ManagersE recommendation to enter into negotiations with OUTFRONT, the sole bidder,
and authorizing the Administration to bring the final negotiated agreement and, subsequently, the
new bus shelter design, back to the City Commission for approval.
ANALYSIS
Pursuant to Resolution No. 2021-31644, the City entered negotiations with OUTFROI
Close to 20 negotiation meetings were held. The City s negotiation team was comprised
members of the Transportation and Mobility Department, City Attomey's Office,
Procurement Department. As an outcome of these negotiations, a draft agreement (attachE
and street fumiture at no cost to the City and with revenue share to the City.
The City was able to negotiate the following terms:
• Installation of a minimum of 200 and maximum of 250 bus shelters and ETA signs
citywide (as compared to OUTFRONT's original proposal of a maximum of 200
bus shelters and ETA signs), including 40 double -sided digital advertising
displays.
• Installation of up to 100 bus benches/leaning rails and 100 bicycle racks citywide!
• Capital Expenditure (CapEx) commitment by OUTFRONT of $25 million over a 20 -
year term or $27 million over a 25 -year term, as compared to originally proposed
$25 million over a 25 year term.
• Negotiated increase in Minimum Annual Guarantee (MAG) from $96,000/year to
$264,000/year plus gross revenue share to the City between $44 million (minimum 20 -
year term with a minimum of 200 shelters) and $69 million (maximum 25 -year term
with a maximum of 250 shelters). Overall negotiated revenue share to the City
increased by a minimum of $6 million as compared to OUTFRONT's original
proposal. j
Page 784 of 1657
• Both the City and OUTFRONT agree that it is beneficial for both parties to spend the full
amount of committed CapEx on the Program. However, if upon full deployment of the
new bus shelters and other street furniture the City has not utilized all of the total
committed CapEx, upon the City's request, the Concessionaire will seek in good faith to
spend the unspent portion of such allocation on mutually agreed additional bus shelter
structures that may benefit the Program. If, after such good faith discussions, any
remaining portion of the CapEx commitment remains unspent, upon the City's request, the
Concessionaire will increase each subsequent quarterly guarantee payment such that the
City benefits by fifty percent (50%) of the amount of the unspent CapEx. It is important to
note that the likelihood of having unspent CapEx on this Program is very low.
• The Agreement provides for a high level of maintenance of bus shelters. The City has
negotiated that OUTFRONT pressure -wash up to 40 bus stops daily (except on
weekends and holidays) to ensure the highest level of cleanliness at the City's busiest bus
stops.
• The Agreement allows for the installation of additional digital advertising displays (in
addition to the 40 proposed by OUTFRONT), subject to City Manager's approval. Per
OUTFRONT, digital advertising generates 3-4 times more revenue than static
advertising.
• Allocation of digital and static advertising space for the City's use as follows:
o 11% share -of -voice on OUTFRONT's digital inventory (i.e. total amount of time
that all digital displays are available to the City for advertising at no charge plus any
unsold space at no charge, as available).
o 5% initial share -of -voice on OUTFRONT's static inventory, growing to 11%
once the full digital deployment is complete.
o In the event of a public emergency, the City will have immediate access to
100% of OUTFRFONT's entire digital inventory to assist with public
communications.
The Agreement provides for a phased implementation of bus shelters and street furniture
citywide as described below.
Phase 1: During Phase 1, OUTFRONT will assume ownership of 95 existing bus shelters
(Clear Channel will remove eight existing bus shelters that are located on inactive transit
corridors). OUTFRONT will operate and maintain the 95 existing bus shelters and benches, sell
advertisements, and provide 30% revenue share to the City. Phase 1 will commence on
October 1, 2021 and expire upon the commencement of Phase 2 of the Program, for a period
not -to -exceed 12 months from October 1, 2021 (Commencement Date). OUTFRONT will not
remit MAG payment to the City for the first quarter of the first contract year to allow for Program
"ramp -up"
Phase 2: Within six months from the Commencement Date of the Agreement, OUTFRONT
will secure approval from the City Manager and any governmental approvals required for the
design and installation of the new digital displays at up to 40 existing bus shelters. Additionally,
OUTFRONT will commence installation of new bus benches and ETA signs at various existing
bus stop locations.
Within 18 months from the Commencement Date, in close coordination with the City,
OUTFRONT will develop the new bus shelter design. The design will be presented to the City
Commission for review and approval. Once approved by the City Commission, OUTFRONT
will seek DRB and HPB approvals and any other governmental approvals required for the
Page 785 of 1657
design.
During this phase, OUTFRONT will continue to operate, maintain, and sell advertising on the
existing bus shelters and provide 10% gross revenue share to the City. Phase 2 will terminate
when deployment of digital displays at 40 bus shelter locations is completed, however, no later
than 24 months from the Commencement Date, whichever occurs first.
Phase 3: During this phase, OUTFRONT will secure City Manager approval of a full-scale/in-
field and operational bus shelter prototype. Once the prototype is approved, OUTFRONT will
commence manufacturing/construction/installation, operation and maintenance of new bus
shelters and other street furniture, while prioritizing bus stop locations that currently do not have
shelters. OUTFRONT will continue to sell advertisements on the existing and new bus shelter's
and provide 10% gross revenue share to the City. Phase 3 commences upon securing all
requisite approvals for the design of new bus shelters and terminates when the full deployment
of all new bus shelters is complete; however, no -to -exceed 48 months from securing such
design approvals. i
Phase 4: During this phase, OUTFRONT will continue to operate and maintain new bus
shelters and other street furniture, sell advertisements on new bus shelters, and provide 20*0
gross revenue share to the City. Phase 4 commences when full deployment of new bus
shelters is completed and terminates when the Agreement expires or is otherwise terminated
pursuant to the terms of the Agreement.
SUPPORTING SURVEY DATA
According to a 2019 Community Satisfaction Survey conducted by ETC Institute, 74%
of respondents are satisfied with the City of Miami Beach Trolley System and 59% are satisfied
with the Miami -Dade County bus service. Furthermore, 24% of survey respondents highlighted
bus stop amenities as a factor of dissatisfaction with the trolley service. This project will
improve the safety, convenience, and image of the City's bus stop amenities and, as a result,
increase the residents' quality -of -life and satisfaction with transportation services offered in th;e
City.
FINANCIAL INFORMATION
Throughout the term of the Agreement, with the exception of the first quarter of the first contract
year, the City will be receiving a Minimum Annual Guarantee of $264,000 plus:
1. 30% gross revenue share for Phase 1
2. 10% gross revenue share for Phases 2 and 3
3. 20% gross revenue share for Phase 4
i
The total estimated revenue share to the City for a 20 -year contract term is estimated between
$44 million and $48.2 million based on installation of 200 or 250 bus shelters, respectively.
The total estimated revenue share to the City for a 25 -year contract term is estimated between
$62.7 million and $69.1 million based on installation of 200 or 250 bus shelters, respectively.
All payments from OUTFRONT to the City will be inclusive of any required Florida State Sales
and Use Tax(es), as applicable. The City will remit directly to the appropriate authority any
federal, state and local taxes due and payable on account under this Agreement, as applicable:
CONCLUSION
Page 786 of 1657
The Agreement with OUTFRONT will result in installation of premium bus stop shelters and
amenities (minimum of 200 and maximum of 250 bus shelters and ETA signs), 100 bicycle
racks and up to 100 bus benches, citywide. OUTFRONT has committed $25 million in CapEx
for a 20 -year term and $27 million for a 25 -year term. The estimated total revenue to the City
throughout the contract term depends on the term duration and the total number of bus shelters
to be installed, however, it is estimated to be between $44 million (for a 20 -year term with 200
shelters citywide) and $69 million (for a 25 -year term with 250 shelters citywide). The total value
to the City including CapEx, revenue share, and operating/maintenance expenditures is
estimated to be between $82.4 million (for a 20 -year term with 200 shelters citywide) and
$119.2 million (for a 25 -year term with 250 shelters citywide). All payments made by
OUTFRONT to the City will be inclusive of any required Florida State Sales and Use Tax(es),
as applicable.
For the reasons stated herein, l recommend that the Mayor and City Commission approve the
Resolution approving, in substantial form, the negotiated agreement with OutFront Media,
pursuant to Invitation to Negotiate (ITN) No. 2020 -239 -KB, for revenue sharing agreement for
the construction, operation, and maintenance of bus shelters and other street furniture; and
further authorizing the City Manager and City Clerk to execute the agreement.
Applicable Area
Citywide
Is this a "Residents Right
to Know" item. pursuant to
City Code Section 2-14?
No
Does this item utilize G.O.
Bond Funds?
M
Strategic Connection
Mobility- Increase multi -modal mobility citywide and connectivity regionally.
Legislative Tracking
Transportation and Mobility/Procurement
ATTACHMENTS:
Description
❑ Resolution
Page 787 of 1657
AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH, FLORIDA
AND
OUTFRONT MEDIA GROUP LLC
FOR THE CONSTRUCTION, INSTALLATION, OPERATION AND MAINTENANCE OF
BUS SHELTERS AND OTHER STREET FURNITURE AT DESIGNATED LOCATIONS
WITHIN THE CITY PURSUANT TO INVITATION TO NEGOTIATE NO. 2020 -239 -KB
AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH, FLORIDA
AND
OUTFRONT MEDIA GROUP LLC
FOR THE CONSTRUCTION, INSTALLATION, OPERATION AND MAINTENANCE OF
BUS SHELTERS AT DESIGNATED LOCATIONS WITHIN THE CITY PURSUANT TO
INVITATION TO NEGOTIATE NO. 2020 -239 -KB
THIS AGREEMENT ("Agreement") is made this
("Effective Date") by and between the CITY OF MIAMVB
corporation of the State of Florida (the "City"), and.-OUTF1
Delaware limited liability company, whose principal place
Lexington Avenue, New York, New York 10174 (,"Outfront")
9: l
RECITALS
WHEREAS, on October 21-; 2020, the Invitation to,n
the "Revenue Sharing Agreement for,
Shelters and other Street Furniture", t
was issued by the City in contemplati
WHEREAS,.Aon
Resolution No. 2021-3'1E
pursuant to the ITN0.
negotiations with Outkol
and 2).,if'the City'-Commissi
shall also -b6^ subject to..the .t;
;WHEREAS, accprdi
Agreement` wherein the City
operate and maintain Bus
and 2.12, respectively), and
in Section 2.8),within the S
the Sites, pursuant-to'the to
and `ti. \
17,
of'this'Ag
21,, the..
)20 -239 -KB, and aL
as F the sole propos
be the 'subject t& ti
on approv..es~the Ag
)nor -approval of the,i
T
all
day of September, 2021
:H, FLORIDA, a municipal
T MEDIA GROUP LLC, a
)usiness is located at 405
R,
egotiate (ITN) 2020 -239 -KB for
ration, and Maintenance of Bus
ments thereto, if any (the "ITN')
lay& -,and `City Commission, adopted
-recommendation of the City Manager,
orized "the') Administration to enter into
; provided, however, that: 1) the final
prior approval by the City Commission;
E)ment the proposed bus shelter design
.y Commission; and
ngly,%the City and Outfront have negotiated the foregoing
agrees`to allow Outfront the exclusive right to construct, install,
helters andADther Street Furniture (as defined in Sections 2.3
';display and sell advertising upon a Display Panel (as defined
rtes' (as defined in Section 4.2), based upon the conditions of
Tns and conditions set forth in the Agreement (the "Program");
WHEREAS, pursuant to the Program, Outfront will be permitted to initially sell
advertising on the static Display Panels of the Existing Bus Shelters until Outfront may
secure the approvals and install the new Bus Shelter Structures, in a phased approach, and
sell advertising space upon the Display Panel of each new Bus Shelter Structure installed,
based upon a revenue sharing arrangement, as more particularly described herein.
i
i
NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein, and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, City and Outfront hereby agree as follows:
SECTION 1. RECITALS
The above recitals are true and correct and are incorporated herein by reference as
part of this Agreement.
SECTION 2. DEFINITIONS'
2.1 "Auditor" refers to member(s) of the City's accounting staff, an inspector general
retained or appointed by the City, or professionallyqualfied",consultants employed by the
City to conduct an audit..,
2.2 "Bus Benches" shall mean bus benches without a ci
surrounding structure, to be used exclusively.".ty the Program.
V
2.3 "Bus Shelter" shall mean a structure use
bus, which, at minimum, provides' seating for
securing all necessary governmentai-approvals,
Technological Equipment, , public informatio t ti
public events information, maps and lroufes,,
exclusively by the Program,.,.,: w\l
2.4 "Bus Shelter,Structuees"\shall colli
Furniture, and "Bus,Shelter Structure" shal
of the categories of Other �Stredt Furniture.
2.5'"City" shall mean the City of—Miami
its principal offices at 1-700 Convention Cei
or any other
d: to.,shelte passengers whille�waiting for a
the.`public and may, contain, subject to
as maybe required under this Agreement,
ansit operations, public safety information,
and oth&,,similar amenities to be used
t referto'Bus Shelters and Other Street
ually refer to either a Bus Shelter or one
Florida municipal corporation having
, Miami Beach, Florida 33139.
2.6 `' City Manager"shall mean the�Chief Administrative Officer of the City. The City
Manager shall be considered to include; any duly authorized designee(s), including City's
Contract Manager, and shall serve as the City's representative to whom administrative
requests for approvals shall be made and who shall issue authorizations (exclusive of those
authorizations reserved to the. City Commission and Outfront).
2.7 "City's Contract;Manager" shall mean the individual appointed by the City Manager
who shall be the City's authorized representative to coordinate, direct, and review on behalf
of the City, all matters related to the Project, except as otherwise provided herein. For
purposes of this Agreement the City's Contract Manager shall be the Transportation
Department Director and/or Transportation Manager.
2.8 "Display Panel" shall mean a double -sided static or digital display for the Existing
Bus Shelters or new Bus Shelters, incorporated and installed on the Bus Shelter, which
includes all necessary computers, cellular modems, audio interface, and power supplies
attached to the Bus Shelter. Display Panels are anticipated to accommodate static and
digital advertising displays measuring approximately 75" diagonally (approximately 4.5 feet
3
wide and 7 feet high), subject to approval of final designs in accordance with this Agreement.
The Display Panel may be used: (1) by Outfront to sell advertising space, (2) by the City as
a Self -Promotional Space (as described in Section 18(3), or (3) by the City to display ETA
signage (as described in Section 2.9) or combination thereof.
2.10 "ETA sign" shall mean electronic device that displays estimated time of arrival (ETA)
of one or more bus routes expected to arrive at a certain bus stop. ETA signs may be
installed as a stand-alone solar powered device on a separate pole, incorporated and
installed on the Bus Shelter, or displayed on a portion of the Display Panel, at the City's
discretion
2.11 "Existing Bus Shelters and Benches" — shall mean as defined in Section 4.2, the
Existing Bus Shelters and Existing Benches being operated and maintained during a portion
of the Term of this Agreement, until they are replaced by the new Bus Shelter Structures.
Each may be referred to as an Existing Bus Shelter and/or Existing Bench. Any references
to "Bus Shelters", "Other Street Furniture", and collectively Bus Shelter Structures, shall
refer to the new Bus Shelters and Other Street Furniture which will be constructed, installed,
operated and maintained under this Agreem_ent.'.,
2.12 "Advertising Freestanding Kiosk" shall mean a freestanding structure designed to
sell advertising space.
2.13 "Other Street Furniture" shall, mean.,,bus benches; -.leaning rails, freestanding ETA
signs, freestanding CCTV equipment` and,bike,racks approved by the City to be installed in
the Sites. Bike racks shall be installedJn closevproximity to'the,Bus Shelter, subject to the
City's approval..
2.14 "Outfront' 'shall mearn; Outfront Media'Group LLC.; a Delaware limited liability
company, having its;phncipal place of business at 405 Lexington Avenue, New York, New
York 10174. When th'e term "Outfrontt" is used"in this Agreement, it shall be deemed to
include,ariy subconsultants,'subcontractors, and:any other person or entity acting under the
direction or control of-Outfr`ont:
2.15`" "Proposal Documents" shall°mean the Invitation to Negotiate No. 2020 -239 -KB
entitled; 'Revenue Sharing°Agreement for the Construction, Operation, and Maintenance of
Bus Shelters and other Street Furniture" issued by the City in contemplation of this
Agreement, together with all`'amendments thereto, if any (the "ITN"), and Outfront's proposal
in response thereto,,(Proposal),)which is incorporated by reference in this Agreement and
made a part hereof; provided, however, that in the event of an express conflict between the
Proposal and this Agreement; this Agreement shall prevail.
2.16 "Public Right -of -Way" shall mean any street, sidewalk, street corner, curb, bicycle
path, or pedestrian walkway in the City of Miami Beach.
2.17 "Sidewalk" shall mean that area reserved for the public use by pedestrian traffic
within the City's zoned rights-of-way, including the area(s) above, over, and under such
area(s).
2.18 "Street" shall mean all that area reserved for the public use and/or for public right-
of-way purposes and shall include highways, avenues, roads, drives, lanes, boulevards,
courts, bridges, cul-de-sacs, and roadways.
4
i
2.19 "Technological Equipment" shall mean Wi-Fi services, CCTV Equipment, Display
Panels and ETA Signs.
SECTION 3. TERM
This Agreement shall be for an initial term of twenty (20) years, commencing on October 1,
2021 ("Commencement Day"), and expiring on September 30, 2041, unless earlier
terminated, as herein provided. At any time prior to the expiration of the initial term, this
Agreement may be extended for one (1) five (5) year renewal term upon mutual agreement
between the parties hereto and pursuant to the terms and conditions of this Agreement. The
City's agreement to such extension may be authorized by the -City Manager, provided that
the contract terms remain the same. Parties should communicate their desire to extend the
Agreement for an additional 5 years by providing a written,notification to other party no later
than 180 days prior to the expiration of the initial term. Tfieinitial• term and the renewal term,
if pursued, shall be collectively referred to herein as the "Term". .�
Aerontract Year shall mean October 1 st through September 30th`of each year during the
Pursuant to the Program, the City hereby <
the Term of this Agreement to, (1) operate
Benches (as defined,in`S`ection 4.2) at\its\sc
of the Agreement, -as described,in Exhibit "13
new Bus Shelter` Structures, at its sole cost
(defined I
such are;
sell and `d
The .City
area ot.tr
Shelter (the,,"Exclusivity
Advertising 'Freestanding
without modifying the WE
exclusive right, during
;ting Bus Shelters and
during specific phases
;onstrudt-,install, operate and maintain
xpense; generally, in the Service Zone
ving Sites (defined below) (hereinafter
ite, or collectively as the Sites), and (3)
av Panels.
allation of arr'Advertising Freestanding Kiosk within any
located within 250 feet from the closest edge of any Bus
"). This) limited exclusivity is intended to solely limit
within the Exclusivity Zone. For the sake of clarity and
limited exclusivity, the City or a City's contractor shall not
be prohibited from, displaying advertising on any other type of temporary or permanent
structure within the Exclusivity Zone including, without limitation, water fountain, garbage
cans, ashtrays, kiosks' related to a rental sharing program for bicycles or other mobility
devices, bicycles or any other mobility devices, special events related kiosks, tables,
stands, etc., or property owned or controlled by the City including, without limitation,
parking facilities, buildings, Parks, or other similar facilities. Moreover, notwithstanding
the foregoing limited exclusivity, the City, on its own or through a separate provider,
reserves the right to place Advertising Freestanding Kiosk on any portion of Lincoln Road,
even if certain parts of Lincoln Road fall within the Exclusivity Zone.
4.1 Service Zone.
The Service zone shall be defined as the geographical scope of the Program, which is
i
5
i
deemed to be City-wide, and shall include all the Sites, as defined below and in Exhibit
A, within the city limits of the City of Miami Beach.
4.2 Site(s), Existing Bus Shelters and Benches.
The Sites shall be defined as the City properties where a Bus Shelter Structure and its
related components, which may sometimes be referred to as "Site Improvements", to be
used exclusively for the Program, may be installed (individually referred to as a "site" or
collectively as "sites"), as more particularly delineated in Exhibit A incorporated herein
by reference and attached hereto. Any modification to the Sites shall be subject to the
prior written approval of the City, in the City Manager's or,Contract Manager's sole and
absolute discretion. The sites set forth in Exhibit A include 95 pre-existing Bus Shelters
and approximately 160 Bus Benches installed as offthe ;Commencement Date of this
Agreement ("Existing Bus Shelters and Ben
Shelters and Benches "AS IS", "WHERE IS"
Commencement Date. The City, at the City M
remove some of the existing Sites depicted in
parties as to the final number of Bus Shelter\Sti
Outfront shall have the right to sell and display
the Existing Bus Shelters as of the Commenc
Display Panels affixed thereto withm-the Sites
below, Outfront shall construct", -"install- op(
Improvements (a minimum of 200 and maxim
hundred (100) bike racks, and up to "one hung
the Sites, which will be --permitted to be;nstall
City's Contract Manager;,.in,his or hersolc
Shelter Structures:, the parties�shall amendE,b
plans for all Sites, including a sketch of the t)
-hes").-- Outfront accepts the Existing Bus
and 'WITH ALLFAULTS" existing as of the
anager's sole discretion, reserves the right to
Exhibit A once a\de''termination is made by
uctures which will beapproved and installed.
advertising Fon all Display Panels affixed to
;ment Date of:this Agreement and all future
Subject.#o the Capital Budget,as described
rate and maintain the agreed-upon Site
am of 250`Bus Shelters and ETA signs, one
IredJ100) bins benches/leaning rails) within
ad,'-as�designated'by the City Manager or
dscretion:'Upor�-installation of all the Bus
hi'bit A to the _Agreement to incorporate site
clusivity Zone.
4.3 Capital Budaet.,�
Subject to the��budget,tiers.arid,agreeii upon..schedule set forth in Exhibit B hereto,
Outfront agrees to performthe construction installation, procurement, operation and
capita`k improvement `'commitm'ents\ described in this Agreement, at a capital
expenditure °of $25,000,000\'(the "Capital Budget") over the initial twenty (20) year term
of the Agreement. A copy -& the initial Capital Budget is incorporated herein by
reference and'attached hereto)as Exhibit C. If the parties mutually agree during Phase
1, Phase 2 or Phase•,3 of the deployment to extend the term of the Agreement for the
additional five (5) year renewal term pursuant to Section 3, then the Capital Budget will
automatically increase-,by.�Two Million Dollars ($2,000,000) to a total of $27,000,000
over the twenty-five (25) year total term. The Bus Shelter design shall include design
options that respect the vision of the City's initial designs developed by
ACAI/Pininfarina design team and included in the ITN. The City reserves the right to
require Outfront to secure third party cost estimates in connection with the
manufacturing and construction of the approved bus shelter design.
In the event, that upon full deployment of the new Bus Shelter Structures, the City has
not utilized all of the total allocated Capital Budget related to the installation of the new
Bus Shelter Structures (excluding amounts allocated to hardware refresh or
6
refurbishment of the Technological Equipment, and for removals, re -installations and
relocations of Bus Shelter Structures), at the City's option, the City and Outfront may
seek to spend the unspent portion of such allocation ("Unspent Installation Capital") on
mutually agreed additional Bus Shelter Structures that may benefit the Program; or the
City may request that Outfront increase each subsequent quarterly guarantee payment
described in Section 6.12 below by fifty percent (50%) of the amount of the Unspent
Installation Capital divided by the number of quarterly MG payments remaining in the
initial term. By way of illustration, if the Unspent Installation Capital is $4,000,000 and
forty (40) future quarterly MG payments remain during the initial term, at the City's
request, each subsequent quarterly MG payment during the initial term shall be
increased by $50,000 to a total of $116,000 per quarter.,
Additionally, at any time during the Term, the City May, request that any unused capital
expenditures delineated in the Capital Budget toward•thremoval, re -installation and/or
relocation costs of the new Bus Shelter Structures (described •in Section 5.9) be paid
to the City. Upon such payment, the City shall be responsible `for the costs of all
subsequent removals, re -installations, and relocations of Bus Shelter Structures (as
described in Section 5.9), whether performed: by Outfront-or by the City through its third
party contractor.
\SECTION 5. USE(S).<.�
5.1 Bus Shelter Structure Services.
The City will approve (a).the\type of Display. Panels to -be installed by the Outfront on
Existing Bus Shelters and new'Bus Shelters"and'(b) t e•.tyge of Bus Shelter Structures,
which are permitted for�the operation of the Program. Notwithstanding the foregoing, the
City and Outfront hereby, acknowledge and `agree that the City's approval in Section
4 above—,'a-s--to, an y4 n•ew,,"Sites and the. type of Bus Shelter Structures and
Display,. -Panels is,given. by. the City. olely`in�its proprietary capacity, and not in its
regulatory capacity:. Notwithstanding such) proprietary City approval, Outfront
acknowledges and agrees that proposed sites of any new Site or the location of
a Bus Shelter Structure within an agreed upon Site may also trigger and require
review and" -,.,approval by, one `(or more) of the City's regulatory bodies.
Accordingly;.." Iin.,such circumstances, Outfront shall be required, at its sole cost
and expense, to 'obtain any! and all required final, non- appealable development
approvals and/or -;orders for such Bus Shelter Structure, prior to implementation
of said Bus Shelter'Structure in the approved Site.
5.2 Desian. Permittina. Deliverv. Acceptance and Installation of Bus Shelter Structures.
5.2.1 Outfront shall provide, at its sole cost and expense, any and all design
services including, but not limited to, architectural and engineering services, as
reasonably required in connection with the design, permitting, approval, and
installation of the Bus Shelter Structures. Outfront herein warrants and represents
to the City that any architects utilized by Outfront in connection with this Agreement
shall be duly licensed and admitted to practice architecture in the State of Florida
pursuant to Chapter 481, Florida Statutes, and additionally possess the requisite
7
occupational licenses from the City and the County. Any and all engineers required
herein shall also be duly licensed and certified by the State of Florida to engage in
the practice of engineering in Florida.
5.2.2 Outfront agrees to secure, at its sole cost and expense, all required
approvals from all governmental authorities having jurisdiction over the Program,
in connection with the design, permitting, installation, operation and maintenance
of the Bus Shelter Structures.
5.2.3 Outfront agrees to install the Bus Shelter Structures in accordance with
the City's plans and specifications for Bus Shelter Structures.
5.3 All technical standards governing design, construction, reconstruction, installation,
operation, maintenance, dismantling, removal, testing,- repair, and use of the Bus
Shelter Structures provided herein shall be in accordance with all applicable federal,
state, and local laws and regulations, including',but not limited to the most recent
editions of the South Florida Building Code;" National Electrical ;Code and the National
Electrical Safety Code.
Outfront shall prepare the sites and install Bus Shelter, -Structures at the existing sites
and at new sites approved by the City in `accordance,with the installation and site
preparation details contained'herein. All materials "incorporated into the work, shall be
new and in compliance with specifications of the' construction documents. A schedule
of Bus Shelter Structure installation 9hall'be.provided4o'the City for approval to ensure
that the public is protected, and that time needed for removal.of an Existing Bus Shelter
and installation of -the new Bus Shelter Structure is -minimized,
Any preparation of the site required t&,provide a clean-,siable and secure foundation
for the Bus Shelter, Structures shall be',;p r ormed at Outfront's expense, including
ensuring ADA compliance. s Any -necessary adjustments to the sites shall also be
performed at-Outfro`nfs expense.,. Whenever .possible, the installation of the Site
Improvements, ;. including Bus Shelter `Structures, Display Panels, Other Street
Furfiiture, Technological Equipment arid -materials will take place during hours of
minimum passenger,activity.
Before beginning construction operations, Outfront shall verify with the various utility
companies-that,its operations are not in such proximity to utility facilities, or other
property, that'damage to same may result in expense, loss, disruption of service, or
undue inconvenien6e4b the public or the owner. Work shall not commence until all the
arrangements necessary for the protection thereof are made. Outfront all be solely and
directly responsible to the owner of such facilities and properties for any damage,
injury, expense, loss, inconvenience or delay caused by its operations.
All electrical service lines to/from the Site shall be underground and shall originate from
a point -of -service designated by the City or other agency. Electrical service to every
Bus Shelter Structure must always be maintained in a safe working order. Any required
coordination with the electric service provider and all costs associated with the electric
service (service drop, disconnect, etc.) will remain the sole responsibility of Outfront.
8
Outfront shall not remove any Bus Shelter Structure installed at a Site during the
contract term without first having obtained written consent of the City's Contract
Manager.
All liability. related to operation, placement, construction, installation, removal,
relocation, operation and maintenance of Bus Shelter Structures shall be the sole
responsibility of Outfront.
All properties, on public or private land, which are damaged or removed for the
installation of a Bus Shelter Structures shall be repaired, restored or replaced by
Outfront, at no cost to the City, prior to the final acceptance) of the work.
Any sidewalk or pavement restoration shall be'' performed in accordance with the
standards, specifications, and regulations of the City of Miami Beach Public Works
Department or other agency that has jurisdiction over the'"right of -way. All restoration
of landscaping and sodding shall conform tothe standards and regulations of the City
of Miami Beach. (. </
Each Bus Shelter Structure shall be cleaned-up.immediately upon completion of work
at that site. All scraps, debris -:excess of excavated"'materials, packing materials,
barricades and every other kindof trash or surplus,,material shall be picked -up and
hauled away, leaving the site neat, clean; safe, and'ready for use by the public.
5.4 A permit shall be
Agreement. Perrr
permit, shall be .d
Building Departmj
site. Only one B
otherw e desn
ig
Z..-'_.�....
Bus Shelter.side k
btained for the placemei
:s -for the placement of
tained`from the City of
its, and/or,any other age
s Shelter ,thall. a pen
E)d by the,City: Location:
Any iBus Shelter St' up
part of�this Agreement
as the Bus�Shelter StrL
or sidewalks within the
operation, maintenanc(
Shelters, the Technoloi
F each_Bus`'Shelter Structure under this
VBus Shelterhs Structures, requiring a
mi Beach,.Public Works, Planning and
:s having jurisdiction over the proposed
sd at each approved site, except as
high ridership may have more than one
permit issued by the City in accordance herewith and as
Ibe issued for the duration of the Agreement or for as long
`e is in place. The permit shall be for the use of the streets
ifor the erection, construction, reconstruction, installation,
5mantling and removal, testing, repair, and use of the Bus
Equipment and Other Street Furniture.
Application for permitting and approval of a Bus Shelter Structure installation requiring
a permit from the City shall be coordinated with the City of Miami Beach Transportation
and Mobility Department. Permit application shall be addressed to the City of Miami
Beach Public Works Department.
A detailed engineering site drawing showing utility easement(s), pavement details,
existing street furniture, utility connections and poles, overhead details such as building
overhangs, entrances and awnings, demarcation of zone areas and rights-of-way, and
ownership indications shall be prepared by Outfront at its expense. Drawings shall
9
accurately show the location of the proposed Bus Shelter Structures requiring a permit
in relation to the back of existing concrete curb or edge of the pavement of the adjacent
street and in relation to the center line and outer limits of the right-of-way of the adjacent
roadway. Such drawing shall also show the location of all curbs and sidewalks, if any.
Furthermore, the drawing shall accurately show width of path along the sidewalk
parallel to the roadway (ADA), measured from the back of the curb. It shall also show
the electrical connections and services provided to the shelters or applicable
components which shall comply with all local, state and federal codes. Building
electrical right-of-way, and structural permits/reviews will also be needed (as
applicable). Building permit application shall include information regarding electrical
and structural diagrams and calculations, product'f specifications, and product
approvals if needed. All electrical components need tdbe be listed. The engineering
drawing shall be signed and sealed by a StateFof Florida Registered Professional
Engineer.
Outfront shall obtain permits, approvals, agreements, easements, and any other
instrument necessary to establish clear legal right to enter upon`thd`selected sites and
make required preparations and/or alterations thereto,,in order to'build, operate and
maintain Bus Shelter Structures throughout`the'-Term'"Thi"§ includes Planning Board(s)
approvals (as required), right-bf-way permits,�..Lane/(:losure/Maintenance of Traffic
(MOT) permits, and all other1required,permits and „approvals (i.e. building, electrical,
etc.) from the appropriate ',julrisdict onal agency,, '--including coordination and
communication with adjacent property owners:
Upon receipt of al y required approvals and permi s Outfr`o t may proceed to install
the Bus Shelter =Structures in accordance. with the application drawing. Successful
Proposer shall be required to complete the,installation of new shelters within 30 days
of receipt: of all necessary permits-.`--,,
5.5{Any'.contractor or`su contractor retained by-Outfront to perform work in connection with
the services under this\Agreement shall be subject to the prior approval of the City
Manager --,or City Managers designee.
5.6 Prototyr]e`Bus.Shelter.
Prior to the initial..installation of an approved type of Bus Shelter (and thereafter during
the introduction of'any other type of Bus Shelter (the "Prototype Bus Shelter"), Outfront
shall provide the City's Contract Manager with a demonstration of the Prototype Bus
Shelter and its related components. The purpose of this demonstration is to observe
the Prototype Bus Shelter in an operational environment and to verify its capability,
suitability and adaptability in conjunction with performance requirements stipulated in
the ITN and as set forth herein. The Prototype Bus Shelter Structure used for the
demonstration shall create an expressed warranty that the type of Bus Shelter to be
provided during the Term shall conform to the Prototype Bus Shelter used in the
demonstration. The acceptance of the Prototype Bus Shelter shall be at the City
Manager's sole and absolute discretion. Acceptance by the City of the Prototype Bus
Shelter Structure shall not be construed as a waiver by the City of any claims relating
10
to design and construction defects of the Bus Shelter Structures or serve to modify
Outfront's obligations to maintain the Bus Shelter Structures in accordance with
Section 11.
5.7 Project Schedule.
The Program will proceed in phases as described in the high-level project schedule
set forth on Exhibit B hereto. Within thirty (30) days from the Commencement
Date, Outfront and the City shall mutually agree upon a detailed written schedule
for (a) the retrofitting of Display Panels and other improvements to certain Existing Bus
Shelters and (b) the design, fabrication, construction, permitting, and installation of the
new Bus Shelter Structures and their related components. At a minimum, the
schedule shall specify (and include specific, :�Mile46nes and timelines for) the
permitting phases; fabrication time; commencement and 'completion of construction
of site work and improvements at the Sites,) commencement and completion of
installation; and implementation and�.§et7up` date for each Prototype Bus Shelter
Structure and rest of installation of approved Bus Shelter Structures... Said schedule,
when completed, shall incorporated as'a part of Exhibit B hereto.(as,approved, the
Project Schedule). The Project Schedule, or•specific'dates and/or milestones therein,
may be extended by the City`'Manager or City's"C/o�nt act Manager, in writing, in his
or her sole discretion, upon5the•;written requesf•x.from Outfront, which notice shall
state the reason for the request and -the anticipated•.period of time requested.
5.8 Additional Bus Shelter -Structures.`•,'.
Outfront shall not install; operate, or maintain additional'Bus Shelter Structures(s), nor
identify additioneii or alternate sites for;same, without first obtaining the prior written
authorization of the\City Manager or City's Contract Manager. The City shall be solely
responsible for determining th6-need (if, at all) for installation of additional Bus
Shelter -Structures on the City'sproperty. In the?event the City determines that there
As a�,need to install-additional.,Bus Sl elter'Structures on the City's property, in order
to,provide appropnate,coverage;,0utfront and the City shall mutually cooperate to seek
and identify suitable sites. The`,City Manager or City's Contract Manager shall m a k e
the final determination,asJo the `type of Bus Shelter Structure and its location, and
Exhibit A hereto shall be `amended accordingly to identify any such additional Site.
5.9 Removal or Relocation of Bus Shelter Structures at Request of City.
Notwithstanding the'apprbval of the installation of any Bus Shelter Structure, within
a designated Site, the,City Manager may request that Outfront, at Outfront's sole cost
and expense, remove and/or relocate up to fifty percent (50%) of the Site
Improvements, including Bus Shelter Structures, in the event (i) Miami -Dade County
Department of Transportation and Public Works (DTPW) relocates or eliminates a bus
stop and/or (ii) a FDOT, County, or City -initiated roadway construction project impacts
the use of the designated Site.
In the event of a relocation or elimination of a bus stop by the Miami -Dade County
Department of Transportation and Public Works (DTPW), Outfront shall be responsible
for relocating or removing the Bus Shelter Structure at its own expense as part of the
11 �
Capital Budget, up to a total of fifty percent (50%) of the Site Improvements. An alternate
site may be identified by Outfront for consideration and subject to review and approval
by the City's Contract Manager and DTPW. Re -installation of a Bus Shelter Structure
at a new or alternate site will be solely at Outfront 's expense as part of the Capital
Budget.
In the event that an FDOT, County, or City -initiated roadway construction project
impacts an existing Site, necessitating the removal of a Bus Shelter Structure or any
of its related components, Outfront shall be responsible for any required alteration or
the removal of the existing Bus Shelter Structure and installation of a temporary Bus
Shelter Structure, pursuant to the City's adopted design,-forthe duration of the roadway
construction project, if requested by the City. Outfront is responsible for removal of the
temporary Bus Shelter Structure and re -installation of aKlo, riginal size Bus Shelter once
the roadway construction project is completed: 'All acosts associated with the removal
of the existing Bus Shelter Structure, installation"of a temporary Bus Shelter Structure,
removal of the temporary Bus Shelter Structure, and installation•.of a replacement Bus
Shelter Structure shall be borne by Outfront' up to a total of fiftypercent (50%) of the
Site Improvements.
Except in the case where exigent circumstances exist,, hich in the City)Manager's
reasonable discretion require;a'shorter response,time, the City shall provide Outfront
with thirty (30) days written nofice. of --such request(; Request for Removal"). Upon
receipt of a Request for Removal,�Outfronf'shall remove'said Bus Shelter Structure in
conformance of the..terms set forth iriAhis Agreement. .�
In con nection'with*the City s�equest'fotNthe removal, replacement and/or relocation
of any Site Improvements`,•, including Bus �Oelter Structure, the City, reserves the j
right, but not the'obligation,, to perform the work through a City approved contractor,
at its -expense, instead-of+requirin'g,Outfront` to perform the work.
5.10f .,Temporary and•Permanent Installations'of Bus Benches.
Notwithstanding Section°,5.9,, or any•'other provision to the contrary, at City's discretion,
0utfront shall'provide, at no,cost to tlie.City, Bus Benches at Bus Structure Sites where Bus
Shelters temporarily cannot'be,installed for any reason including, without limitation, due to
construction activities; where Bus Benches are temporarily required in advance of placing i
the Bus Shelter,so that seating is available for passengers until such time as Outfront is
able to install all of the approved Bus Shelters; or where it is not possible to install a Bus
Shelter including, without` limitation, due to the limitations of a Site vs the requirements of
the approved Bus Shelter design. The designs of the Bus Benches shall be reviewed and
approved by the City Manager prior to installation. Bus Benches shall be provided with
dividers to prevent sleeping on the benches, unless otherwise approved by the City
Manager.
5.11 Additional Digital Display Panels.
Any increase in the number of digital Display Panels at Bus Shelters, above the 40 initially
approved for the Program, shall require City Manager's prior written approval.
12
5.12 Repair of Damaged or Vandalized Bus Shelters and Other Street Furniture.
Outfront shall:
A. Secure the site, in case damage or vandalism is of an emergency or hazardous
nature (for example, broken glass or damaged and protruding components), within
three (3) hours of notification, and the final repair shall be performed within 24 hours
of its discovery by Outfront, or after receipt of notice of such vandalism or damage
from the City or the public;
B. Remove damaged Bus Shelter Structures that cannot be repaired on-site within 48
hours:
1. Reinstall repaired Bus Shelter Structures within,30 calendar days of removal,
or provide written notice to the City's Contract Manager within 14 calendar days
of removal if the damaged Bus Shelter Structure cannot be repaired and
reinstalled within the required 30 day, `period, and",stating the reasons for the
additional time, subject to City approval. Any additional time, if granted at all,
shall be at the City's Contract Manager''s sole discretioh ,The City reserves the
right to require Outfront to install a ,temporary Bus Shelfer within five (5) days at
the specified site until a permanerit,Bus Shelter Structure, can be installed by
Outfront; \% , \`
2. Ensure that replacement Bus Shelter Structures comply with all'eequirements
for Bus Shelter Structure installation standards;
3. Outfront shall be "responsible for the`, lawful removal of the Bus Shelter
Structure and any associated disposal fees for.destroyed/damaged components
of the Bus Shelter Structure R, - --, \ X
C. Repair Bus
public) and, -r(
technological
discovery by
D. ,Provide.-a,.writtdn
Structures, that h
activity requiring d
E -.,,.Obtain all necess
'applicable fees as
and,replace dama,
F. Outfr`oht'hereby a
detailed',in Section
perform required s
in this Agreement,
a
acture damages'thatare, hazardous (posing danger to the
*, falfunctioning-Bus ShelterStructure lighting systems or i
it caused by, damage or vandalism within 24 hours of
upon.notice from�the City or the public; j
;thly -report to `City,'s Contract Manager of Bus Shelter
een subject :to repeated vandalism or frequent homeless
eaning/sanitizing;
Dprovals and permits and be responsible for paying any
red`�bythe City and any other agencies to properly remove
us Shelter Structures;
that the City may collect a performance penalty fee as
lenalty for Failure to Perform" of the Agreementfor failure to
:s for the City, in accordance with the timeframe as set forth
All Bus Shelters, Other Street Furniture, and component removals, replacements, repairs,
and spare parts shall be provided and installed at Outfront's sole expense.
5.13 Placement Conditions
The installation of Bus Shelter Structures or other applicable component under this
Agreement within the public rights-of-way and in any manner connected with the streets
and sidewalks within the City shall be subject to approval by the City and shall conform to
the following requirements:
13
• It shall be free of interference with the flow of pedestrians, bicycles, wheelchairs, or
vehicular traffic;
• It shall conform to City standards for objects within the rights-of-way and will
accommodate access to City facilities, whether said facilities were installed pre or
post Bus Shelter Structure construction (in cases where conflicts are unavoidable,
the Bus Shelter Structure will be relocated at Outfront's sole expense);
• It shall allow ingress and egress from any place of business;
• It shall be free of interference with the function of traffic signs or signals, hydrants,
mailboxes, or any Other Street Furniture;
• It shall comply with all requirements of the Americans with Disabilities Act (ADA) for
pathway clearances and maneuverability. The required dimensions shall be shown
in the permit submittal engineering drawing;
• Bus Benches and Bus Shelters shall be placed in accordance with the clear sight
distance and line of sight standards as defined by -State, County and City standards
(as applicable);
Bus Shelter Structures shall be placed or: otherwise secured to\prevent them from being
blown away or around the street or sidewalk area and in compliance,with the South Florida
Building Code for resistance to hurricane force winds.
Bus Shelter Structures shall be placed, installed, `used, ofmaintained so as to comply with
the Code of the City of Miami Beach and shall not be -located within five (5) feet of any
pedestrian crosswalk, taxi stand, or°counter window or,within fifteen (15) feet of any fire
hydrant, fire call box, police call box" o�-.other.emergency facility or within four (4) feet of the
curb unless specifically -approved by the\City. \`
The City reserves'the right t�reject a site f•,it'deems a necessary because the placement
might create a public'nuisance orhazard.
5.14 Ownership of Bus Shelter Structures. the\ Existing Bus Shelters and new Bus
Shelte('Structures-shall be the`sole ond`exclusive property of Outfront during the Term of
this,Agreement.At.the,end of;ttie Term of the: Agreement, or in case of termination by the
City for Outfront's uncured, default other permitted termination under the Agreement, the
City shall\retain owne�shib, of aII-,,Existing Bus Shelters or new Bus Shelter Structures
existing at that time as more pa rticularly described in Section 15.8.
5.15 Ownership of Documents and Bus Shelter Design. Any and all reports, photographs,
warranty documentation, schematics, drawings, designs, architectural and engineering
maps or drawings, plans,,surveys, and other data and documents provided or created for
the City in connectionwith' this Agreement ("City's Materials") are and shall remain the
property of the City, except for any Pre -Existing Materials incorporated therein. Outfront
and its licensors own all right, title and interest in and to all know-how, designs,
methodologies, software and other materials provided by or used by Outfront in connection
with its performance under this Agreement, in each case developed or acquired by Outfront
prior to the commencement of this Agreement or independent of this Agreement, including
all intellectual property rights therein ("Pre -Existing Materials"). Outfront hereby grants the
City an irrevocable, perpetual, nonexclusive, fully paid-up, royalty -free, worldwide license to
use any Pre -Existing Materials to the extent incorporated in, combined with or otherwise
necessary for use of the City's Documents. Notwithstanding the foregoing, Outfront shall be
14
developing an iconic bus shelter design on behalf of, and specifically for, the City, and that
design in its totality shall at all times be owned by the City ("City's Design") and shall not
be subject to any application for copyright or patent by or on behalf of Outfront or its
employees or sub -consultants, without the prior written consent of the City Manager. As
such, Outfront agrees not to disclose, replicate or use the City's Design in any manner
without the prior written consent of the City Manager.
At the request of the City, Outfront shall secure and transfer to the City all licenses and other
rights in and to the City's Materials. In the event of termination of the Agreement, whether
the work is finished or unfinished, the City's Materials shall be delivered by Outfront to the
City Manager's designee within seven (7) days of termination of this Agreement.
This Section 5.14 shall survive expiration or termination of the Agreement.
5.16 Operation of Security Cameras. Except for the design, installation, and maintenance
obligations of Outfront and the administration•and•payment of utility charges, the City shall
be solely responsible for the operation of anysecurity cameras installed as part of Bus
Shelter Structures in compliance with applicable. laws and Outfront shall"have no access
to, or responsibility or liability for, the City's collection, sharing)or use of recordings or other
data collected using the cameras: `
SECTION 6. FEES:.,
6.1 Revenue Payment.
6.1.1 Minimum Guarantee payment (MG)., For the initial -twenty (20) year term of the
Agreement, Outfront shall\remit to`the Citya Minimum Guarantee payment (MG),
in the annual,.a'mount of, $264,000, payable quarterly, in arrears, in the amount of
$66,000, commencing •with -the second. calendar quarter of the first Contract Year,
:for the period from January 1; 2022 through; March 30, 2022.
6.1.2' Percenfage 4 -.Gross Receipts'Payment'(PG). In addition to the quarterly MG
'payment, Outfront. shall.. pay the City-a'share of the annual Gross Receipts
generated by the sale of advertising by Outfront within the Sites as set forth in
Exhibits C-1 throdgh`C-4, depending upon the Phase of development that the
Program. is in.
6.1.3 Gross Receipts. The term "Gross Receipts" is understood to mean all income
collected'and,received by Outfront from the sale and display of advertising within
the Sites, as• permitted/ under the terms of this Agreement. Gross Receipts shall
not include passthrough amounts relating to the payment of Federal, State, or City
sales tax, use tax or other tax, governmental imposition, assessment, charge or
expense of any kind collected by Outfront from customers and required by law to
be remitted to the taxing or other governmental authority.
6.2 Utility Charges. Outfront shall be responsible for any costs related to the installation
of utilities for the Program operation, including separate meters for each Site.
Outfront shall be responsible for all utility charges relating to the Program operation.
6.3 Payment Remittance. All payments due to the City hereunder shall be sent
15
6.4
6.5
to the following address:
City of Miami Beach
Attention: Finance Department
1700 Convention Center Drive, 31 Floor
Miami Beach, Florida 33139
Interest for Late Payment.
Any payment which Outfront 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 eighteen percent (18%) per annum, or the maximum
interest allowable pursuant to Florida law, whichever is less, from the due date of
payment until such time as payment is actually �ece ved by the City. In addition,
any payment received after five (5) days of its due ,date, shall accrue a late
charge of five percent (5%) of the,payment amount due:
Sales and Use Tax.
The PG and MG payments and any othei
Agreement shall be deemed -inclusive of srn
shall be responsible to remit.�any, required
Use Tax due in con nection,.with,such„payr
out of such payments. For purpos s of clan
be increased�bK'the,amount of anv such -1-s
payments due to the.,'City� under this
Jpplicable sales and usetax. The City
9orida State and/or local Sales and
mts.,W-the applicable taxing authority
/, the`R,G°and MG payments shall not
es and use taxes that may be due in
connectionwi'
th-such payments.,� ;
.. , :;; ` .t
. \ \,.
N OF
Outfront shall.,maintain current; cura e; Yand complete financial records (on an accrual
basis)orelated to`its operat ons" -herein. Syste s nd procedures used to maintain these
records,shall include -,a system,.of-.,internal controls and all accounting records shall be
maintained in accordance';with generally accepted accounting principles and shall be
open to "inspection and audh, by the•Cty Manager or the City's Contract Manager, upon
reasonable prior notice, whether verbal or written, and during normal business hours.
Such records',and accounts'ishall include, at a minimum, a breakdown of Gross
Receipts, expenses; ,,profit and loss statements. In the event Outfront accepts cash
as a form of payrrent;4 it shall maintain accurate receipt -printing cash registers or the
like which will record and show the payment for every sale made or service provided in
the Sites; and such other records shall be maintained as would be required by an
independent CPA in order to audit a statement of annual gross receipts and profit and
loss statement pursuant to generally accepted accounting principles.
7.1 Reports of Gross Receipts and Capital Budget Expenditures
Within thirty (30) days from the end of each quarter of each Contract Year throughout the
Term, Outfront shall provide the Contract Manager with a detailed quarterly report of
the Gross Receipts, Capital Budget expenditures per category pursuant to Exhibit C for
the preceding quarter. The report shall reflect the activity and expenditures on a monthly
16
basis and shall itemize the total monthly Gross Receipts and expenses from each Bus
Shelter Structure in the Program. The Contract Manager may request back-up
documents for any entry in the quarterly report and Outfront shall provide said
documentation within ten (10) days from the City's request.
SECTION 8. INSPECTION AND AUDIT.
Outfront shall maintain its financial records pertaining to its operations herein for a period
of three (3) years after the expiration or other termination of this Agreement, and such
records shall be open and available to the City Manager or Contract Manager, as deemed
necessary by the City Manager or Contract Manager. Outfro`.nt shall make such records
available electronically, or at the City's option, at a location in�Miami Beach, within ten (10)
days' notice (written or verbl) from the City at Outfront's expense.
The City Manager shall be entitled to audit Oi
by the City Manager, pertaining to its opera
necessary throughout the Term of this Agreem
year period following termination of the P
termination results from the natural expiratior
City shall be responsible for paying all costs
audits) reveals a deficiency of five (5%) FUlk OVAL
Gross Receipts for any year or.,years-audited,
City, within thirty (30) days of the',audit'beinc
audit and a sum equal to the amountt,of tti6de
The City Manager, in the City Managerrs`sole c
one of its internal auditors ormav retains a se
front's' records, -by an Auditor designated
ons, as often',as he deems reasonably
it, and three (3) times within the three (3)
reement (regardless 'of whether such
Df the Term or for anjr other reason). The
with such audits;,, unless the
re in Outfront's`',statement of
case Outfront shall pay to the
al by the City, the cost of the
fled by the audit, plus interest.
y- nave the audit conducted by
ivate_auditor.
Outfront shall submit -at the en`'d of each Contras Year (throughout the Term), an annual
statement of Gross`,Receipts, in .a form consistent with generally accepted accounting
principles Additionally, such' statement shalhbe accompanied by a report from an
indepen&rit CPA -., .''
It is4Ouront's intet to;stay informed of comme is and suggestions by the City regarding
Outfront s,performance under the Agreement. Within thirty (30) days after the end of each
Contract,Aar, upon written,,notice'-from the City Manager, Outfront shall meet with the
City Manageror4Contract Manager to review Outfront's performance under the Agreement
for the previous'Contract Year. At the meeting, Outfront and City may discuss quality,
operational, maintenance and any other issues regarding Outfront's performance under
the Agreement. A ,�
SECTION 9. LICENSES, TAXES, ASSESSMENTS.
9.1 Outfront shall also be solely responsible (at its sole cost and expense) for obtaining and
maintaining current any applicable licenses or permits, as required for the operations
contemplated in this Agreement including, without limitation, any occupational licenses
required by law for the proposed uses contemplated in Section 5 and for each Site (if
required).
9.2 Outfront agrees and shall pay before delinquency all taxes and assessments of any
kind levied or assessed upon a Site or the Sites, and/or on Outfront by reason of
17
this Agreement, or by reason of Outfront's business and/or operations within a Site
or Areas. Except with respect to ad valorem taxes, Outfront will have the right, at its
own expense, to contest the amount or validity, in whole or in part, of any tax by
appropriate proceedings diligently conducted in good faith. Outfront may refrain from
paying a tax to the extent it is contesting the imposition of same in a manner that is in
accordance with law. However, if, as a result of such contest, additional
delinquency charges become due, Outfront shall be responsible for such delinquency
charges, in addition to payment of the contested tax, if so ordered.
9.3 Procedure If Ad Valorem Taxes Assessed.
If ad valorem taxes are assessed against a Site or the, /Sites (or any portion thereof)
by reason of Outfront's business and/or operations thereon, Outfront shall be solely
responsible for prompt and timely payment ';,of,same. With respect to Ad Valorem
assessments relating to the use of the Sites,, the City will be th6,sole party who will have
the right, to contest the amount or validity," in whole or in part;,of any tax by appropriate
proceedings diligently conducted in good faith. Following such contest, Outfront shall
be responsible for paying the contested tax,."any additional delinquency. charges which
become due, and the cost incurred by the. City in,:connection witF -,the ad valorem
contest proceedings.`, `
ti� a
1
10.1 Outfront's Employees.
\\`
10.1.1 Outfront shall, a ect,`train and employsuch number ;of employees or contractors
as is necessary or appropriate for Outfront to satisfyifs responsibilities hereunder.
Outfront shall,-",be.,the sole authority tov.hire, terminate and discipline any and all
personnel employed.by Outfront:.1\
10.,1:2- Outfront shall'designate�a competent full=t me employee to oversee the day -to -
`day operations, and who shall act as'the contract administrator for the Program
and serve as Outfront's primary point -person with the City. This individual shall
have•the requisite• amount of•experience in operating, managing, and maintaining
the ' Program and `'operations contemplated herein. The employee shall be
accessible to the CitytNanager or Contract Manager at all reasonable times
during normal business hours (8:00 A.M. to 5:00 P.M.) to discuss the
management, operation and maintenance of the Program, and during the hours
of 8:00 A.M. and 2:00 A.M. in the event of an emergency. Consistent failure by
the employee to `be accessible shall be reported to Outfront's principal(s), and if
not rectified, shall be grounds for replacement of the employee.
10.1.3 Outfront shall provide the Contract Manager with a list of its employees and/or
contractors who meet the Level 1 Screening Standards described in Subsection
10.1.5, and such qualified employees and/or contractors will be permitted to secure
identification badges from the City's Human Resource Department. Outfronfs
employees and/or contractors will be required to wear the City issued identification
during all hours of operation when such employee and/or contractor is acting
within the scope of such employment or such contractor relationship. All
18
employees and/or contractors shall observe all the graces of personal grooming.
Outfront shall hire people to work in its operation who are neat, clean, well
groomed, and who shall comport themselves in a professional and courteous
manner.
10.1.4 Outfront shall use its best efforts to hire employees and/or contractors for the
program from among unemployed workers in the City of Miami Beach workforce.
10.1.5 Background Check Screening Process. Outfront shall conduct a full Level I
criminal background screening check at its own expense on each of its employees
and/or contractors engaged in providing services under this Agreement. The Level
I background screening check shall be compliant with the requirements of Section
435.03, Florida Statutes, as may be amended from"lime to time, and must include,
at minimum, employment history checks and statewide criminal correspondence
checks through the Department of Law Enforcement; -and a check of the Dru Sjodin
National Sex Offender Public Website, and local criminal records checks through
local law enforcement agencies (collectivel'y, the "StatutoryyScreening Standards").
Outfront shall ensure that each employee and/or contractor, meets the Statutory
Screening Standards prior to commencing to perform any .work and/or services
under this Agreement. Outfront acknowledges that it has' -an ''ongoing duty to
maintain and update these lists as new`employees-and/or contractorsare hired and
in the event that any previously screened'employee-and/or contractor fails to meet
the Statutory Screening Standards. Outfront;agrees to notify the City'immediately
upon becoming aware thati'one of..its employees and/or contractors who was
previously certified as completing the. background` check and meeting the Statutory
Screening standards is subsequently arrested or convicted of any disqualifying
offense. Fail ur be y Outfront to notify the City of'such aerest, or conviction within two
business days of being put on notice or within'thirty-(30) days of the occurrence of
qualifying',arrest resulting'in charges or conviction; shall constitute grounds for the
City, at its sole option, to place Outfront,in default. Outfront shall defend, indemnify
and hold the Citj,'Its officers _employees; and agents harmless from and against
,any, and: all liability, loss,,expense--(including reasonable attorney's fees) or claims
for-in"jury--or,damages arising out,of,its'failure to comply with this requirement.
;Outfront shalkemploy'personnel competent to perform the work specified herein.
The City reserves the nghtIto request the removal of Outfront employee's from
performing services under this1Agreement where the employee's performance or
actions.are obviously'detrimental'to the Program. Outfront's personnel must wear
phot&,ident fication it 'all
times.
i
10.1.6 Outfront shall not retain, add, or replace any sub -contractor without the prior
written approval" -of the City Manager or his designee, in response to a written
request from Outfront stating the reasons for any proposed substitution. Any
approval of a sub -contractor by the City Manager or designee shall not in any way
shift the responsibility for the quality and acceptability by the City of the services
performed by the sub -contractor. The quality of services and acceptability to the
City of the services performed by sub -contractor shall be the sole responsibility of
Outfront.
10.1.7 A change in Outfront's project manager or key personnel (as well as any
replacement) shall be subject to the prior written approval of the City Manager or
City's Contract Manager. Replacement (including reassignment) of an approved
project manager, public information officer, or any key personnel shall not be made
19
without submitting a resume for the replacement staff person and receiving prior
written approval of the City Manager or City's Contract Manager.
10.1.8 Outfront shall coordinate the work performed by its team (Project Team) and
Suppliers and shall be fully responsible for all acts and omissions of the Project
Team, Suppliers, and their employees. Any provision of the Agreementreferring to
the acts or omissions of Outfront shall also refer to and include the acts and
omissions of Project Team and Suppliers. Project Team composition and
responsibilities will be provided and attached to this Agreement.
10.1.9 If any portion of the subcontracted work is not performed in accordance with
the Agreement, or if an Outfront's Team or Supplier commits or omits any act that
would constitute a breach of the contract, Outfrdnt sliall cure the breach (within the
time frame established by the City); and, at the --direction of the City's Contract
Manager, shall replace Outfront's Team membe?(s)`',or Supplier(s). Following a
debarment for breach, said member(s).+or.Supplier(s)'shall not be employed again
to perform work or services under the Agreement.
10.1.10 All Sites and operations thereon shall be open ever ,6y, of the year and
shall be open to the public 24 hours per day,365 days,per year, subject to removals,
relocations and periods/of�scheduled maintenance as contemplated by this
Agreement.
Outfront accepts the use.,of.any and,,all Sitesprovided fin ythis Agreement "AS -IS,"
"WHERE IS, and WITH ALL FAULTS, • `existing as of the Commencement Date.
11.1 Improvements.
In addition�to-thespecific'procedures'set forth in Subsection 5 for the design, fabrication,
construction, and`installatiort of the Bus Shelter Structures, Outfront shall also be solely
responsible (including•'•cost) and.. shall pay fog the design, fabrication, construction, and
installatioft-,of any and',4\,Site 'improvements to a Site or Areas, including all site
preparation costs, and any required utility services.
X.
11.2 Maintenance/Repair, Bus Shelter Structures Components and Parts.
Outfront shall maintain,all of`the Site Improvements, including the Existing Bus Shelters and
Benches and Bus Shelter Structures, in first-class, like -new condition throughout the life of
the Agreement, including -refurbishing, reconditioning, and, if necessary, replacing damaged
Existing Bus Shelters, Existing Benches, Bus Shelters, Other Street Furniture, and
technological Equipment and related components, and shall also be responsible for the
cleaning, repairing, or replacement of all dirty or damaged parts thereof. Outfront shall
ensure that its name and contact information is posted on all Existing Bus Shelters, Existing
Benches, Bus Shelters and Bus Benches for the public to report any deficiencies.
Outfront hereby agrees that the City will collect funds, as detailed in accordance with
Section 17 "Penalty Fees for Failure to Perform" of the Agreement, for failure to perform
required maintenance of the Site Improvements, including the Existing Bus Shelters and
Benches, and Bus Shelter Structures, according to the timeframe as set forth in this
20
Agreement.
Maintenance and service of the Site Improvements, including the Existing Bus Shelters and
Benches and Bus Shelter Structures, shall include, but not be limited to, the following:
• Every three (3) non-consecutive days, at least one (1) day apart, all surfaces
including but not limited to: glass/plexiglass, roof, Display Panel, trash container,
glass windscreens, ceiling panels, seating, leaning rails, vertical columns and signs
shall be thoroughly cleaned; graffiti (paint, markers), stickers and unauthorized
posters removed; and the sidewalk surface under and in a radius of ten (10) feet
from the outer edge of an Existing Bus Shelter, Existing Bench, Bus Shelter and/or
Other Street Furniture (as applicable) shall be maintained in a safe, clean, attractive,
and sanitary condition, and in good working order and state of good repair, free of
dirt, grime, sugar drink spills, wet paint, bio -hazards; dust, graffiti, overgrown grass
and/or weeds, overflowing trash, litter and debris, sticky,material (chewing gum for
example) and other rubbish. This effort includes power'washing of Existing Bus
Shelters, Existing Benches, Bus Shelters, -Bus Benches and shelter area (bench and
bench area), bearing in mind that; high` volume stops/shelters",may require more
frequent cleaning and power washing:..;Any deficiencies l'istect,�above shall be
addressed within 24 hours of its discovery,`o_r after receipt of a request from the City,
or the public. a� ��
• All visible painted areas shall be -Rept free of chippe a , faded, peeling, d/or cracked
paint;
• Outfront shall increase pressure washing ;of the Site,lmprovements, including the
Bus Shelter Structures to a daily frequencyat sites.`provided by the City during
weekdays excluding holidays and'weekends (up'to 40site`s which may change from
time to time);.'" �.���
• All visible unpainted metal�areas shall be -kept free bf rust and corrosion;
• All clear glass parts shall be kept *'unbroken and free of cracks, dents, graffiti,
blemishes, and'discoloration; ~-.,,
• /Clean and: maintain' Existing- Bus -,Shelter,, and Bus Shelter drainage system in
operating condition atalitimes (gutters; spouts and any other parts);
'The structural,paits shall,not be broken; damaged, or unduly misshapen;
• "..Disinfectants, cleaning "products, methods and procedures that have been
environmentally friendly certified'shall be used and not damage surface areas;
• Outfront\shall maintain, a daily log (electronically) for each bus stop certifying
scheduled -services were performed. The daily log shall include a checklist of
scheduled,d'uties and the date and time services were performed. In addition, the
daily log shall, include space for reporting site discrepancies that were found during
site inspection:, Discrepancies reported shall include, at a minimum, vandalism and
graffiti, that was 'removed and the site where it was found. Burnt-out light fixtures,
broken and unserviceable equipment shall be reported to the City upon discovery
and should be included in the daily log. The daily log shall be provided on a weekly
basis;
• Proper illumination shall be maintained at all bus shelters, in terms of lighted visibility
at the Existing Bus Shelters and Bus Shelters from dusk until dawn, and repair all
non -illuminated Existing Bus Shelters and Bus Shelters within 24 hours of its
discovery by Outfront, or after receipt of such non -illumination concerns at the
Existing Bus Shelters or Bus Shelters from the City or the public;
• Distribution and uniformity of the lighting within the Existing Bus Shelter and Bus
21
Shelter area is critical. The lighting shall be designed to provide an average of 5-foot
candies under the Existing Bus Shelter and Bus Shelter area. The minimum lighting
level shall be minimum of 3-foot candles and maximum shall not exceed 10-foot
candles. The lighting levels shall be measured at the seat height within the Existing
Bus Shelter and Bus Shelter area;
• All electrical components and wiring shall be checked every six months and a report
provided to the City (including but not limited to GFCI and grounding);
• Routine inspection on the exterior of each Site Improvements, including the Existing
Bus Shelters and Benches, Bus Shelter Structures, and Bus Shelter technological
Equipment components shall be conducted during cleaning. The inspection crew
shall either address issues during the site visit or immediately report any issues
beyond basic maintenance that need further/,' attention to specialized
technician/maintenance crew through a work order,.system as part of an electronic
software application.
Outfront shall prepare a maintenance schedule for all Site Improvements, including Existing
Bus Shelters and Benches and Bus Shelter Structures in the City that complies with the
maintenance provision herein. Said maintenance schedule shall be•provided to the City for
review and approval. Any changes to the approved maintenance schedule shall be reported
to the City immediately for review and approval:
Additionally, Outfront is required•#o establish and operate a maintenance and operations
center for managing construction,toperation-and maintenance of the Bus Shelter Structures
(and operation and maintenance of`the. Ezisti g,Bus Shelters and Benches), including the
ability to receive and respond to complaiintts, comments, reports'and concerns regarding the
installation, maintenance, -and operation\of Bus Shelter Structures (and operation and
maintenance of the Exisfffig Bias Shelters and BencRes). Outfront shall create and make
available at no cost to the City, web-based,tportal� that will provide, throughout the Term of
the Agreement, up-to=date information about,\the Bus Shelter Structure construction,
installation, operation and maintenance schedule for each Bus Shelter Structure, and the
n a
operationd maintenance`schedule for .eachl.Ezisting Bus Shelter and Existing Bench,
including,: citizens'_complaints. As improvements�in technology become available, Outfront
shall implement such improvements in the web= ased portal. Existing Bus Shelters and Bus
Shelters���shall 'conspiduously display, the phone number of Outfront's maintenance and
operations center, together with instructions to the public to report any damage, vandalism,
graffiti, malfunction, cleanliness matter, compliments, complaints or concerns to such
maintenance,and.;operations' center and the website for web-based portal. Asset number
shall be also displayed, facilitating identification of the Existing Bus Shelters and Benches
and Bus Shelter Structures: Toll-free phone system/answering service shall be established
and available 24 hours a qday, seven (7) days a week, for customer service calls from the
public and the City. OutFr_ont shall ensure that incoming calls never get a busy signal and
that representative is always available to answer or immediately return calls related to an
Existing Bus Shelter, Existing Bench and Bus Shelter Structure related emergencies.
Outfront shall compile and maintain the log of public complaints or comments received,
together with documentation and detailed account of Outfront's response in each instance.
Outfront shall provide the City, at the beginning of each Contract Year of the Agreement, a
complete maintenance and cleaning program with a schedule of frequency of maintenance
and cleaning inspections to be conducted for each Existing Bus Shelter, Existing bench and
Bus Shelter Structure or other applicable component, for review and approval by the City.
22
i
Outfront shall provide a telephone number(s) which will be answered 24 hours per day in
the event City representative(s) must contact Outfront to request emergency repair or
cleaning services.
It shall be Outfront's sole obligation to insure that any renovations, repairs and/or
improvements made by Outfront to the Site Improvements comply with all applicable
building codes and life safety codes of governmental authorities having jurisdiction.
Outfront also agrees, at its sole cost and expense, to pay for all garbage disposal
generated by its operations.
Additionally, Outfront shall submit a monthly (or at such greater intervals, i.e. quarterly or
annually, as requested by the City) maintenance report reflecting routine maintenance
performed on the Site Improvements, including Existing BUs, Shelters, Existing Benches,
and Bus Shelter Structures, including photo documentation depicting conditions of Existing
Bus Shelters and Bus Shelter Structures prior and,i fter conducted repair or maintenance
with date and time stamp for maintenance oPrepair work requested -by the City.
Outfront shall ensure the availability of 'BuseShelter Structure components for new
installation as well as for expedient repairs of. damaged. -Existing Bus 'Shelters, Existing
Benches, and Bus Shelter Structures for the Term, .of the Agreement. ",,Materials and
components shall comply with the'aesign plans and specifications of the4•Existing Bus
Shelters, Existing Benches and Bus'Shelter Structures and components, approved by the
City. Outfront is responsible for any�tl iH-,party cost t&,integrate any of the technology
components of the Technological Equipment contained in• the -Existing Bus Shelters, the
new Bus Shelters, the -freestanding CCTV and',the freestanding ETA signs for proper
operation, including'any utilityfees.
11.3 Performan4of Workland Orderly Operation.
Outfront hall have a•.• neat;
responsible for the necessar
Improvement thereon'-%
Outfront"'shall perform all work
standard practices and will, rem
or other relevant City requirem
perform the work"assigned to th
11.4 No Dangerous Material
operation at all times and shall be solely
to properly maintain the Sites and any Site
Ilful and safe manner, using appropriate industry
Tpliance with City standard details, specifications,
workers shall have sufficient skill and expertise to
Outfront agrees not to•�use,.or permit the storage and/or use of gasoline, fuel oils, diesel,
illuminating oils, oil lamps, combustible powered electricity producing generators,
turpentine, benzene, naphtha, propane, natural gas, or other similar substances,
combustible materials, or explosives of any kind, or any substance or thing prohibited in
the standard policies of fire insurance companies in the State of Florida, on or within any
of the Sites, or on any City property and/or right of way.
Outfront shall indemnify and hold City harmless from any loss, damage, cost, or expense
of the City, including, without limitation, reasonable attorney's fees, incurred as a result
of, arising from, or connected with the placement by Outfront of any "hazardous
substance" or "petroleum products" on, under, in or upon the Sites as those terms are
23
defined by applicable Federal and State Statute, or any environmental rules and
environmental regulations promulgated thereunder; provided, however, Outfront shall
have no liability in the event of the willful misconduct or gross negligence of the City, its
agents, servants or employees. The provisions of this Subsection 11.4 shall survive the
termination or earlier expiration of this Agreement.
11.5 Inspection.
Outfront agrees that any Site (including, without limitation, any Site Improvement thereon)
may be inspected at any time by the City Manager or City's Contract Manager, or by
any other municipal, County, State officer, or officers of "any other agency(ies) having
responsibility and/or jurisdiction for inspections of such ,operations. Outfront hereby
waives all claims against the City for compensation-ior ,loss or damage sustained by
reason of any interference with the Program operation- •as,�a result of inspection by
any public agency(ies) or officials, (including, without limitation,\by reason of any such
public agency or official in enforcing any laws,.,ordinances, or, regulations as a result
thereof). Any such interference shall not relieve Outfront from any obligation hereunder.
Site Improvements, including Bus Shelter Structures will ,be subject to insp ction by the City
of Miami Beach at any time during -the contract period -for compliance with the requirements
established in this Agreement. Such• inspection is for the sole benefit of the City of Miami
Beach and shall not relieve Outfront'of-tlie responsibility of, performing its own inspections
and maintenance pursuant to the\, requirements set inthis Agreement, and taking
i
appropriate actions to ensure that th&,Site Improvements, ncluding Bus Shelter Structures
strictly comply with the confi�actuaI obligations. •,�
. ,\ %L- - '`t ,,\
12. 1 Constriction Phase,
Outfront shall pro vide,pay for.and�maintaihAn,force at all times until substantial
completion of the Design`& Build phase of the project (unless otherwise provided), the
following insurance policies`
1 �
1 Xommercial ,General Liability with minimum limits of One Million Dollars
($1;000,000) per'�occurrence for Bodily Injury Liability and Property Damage
Liability, with --'a minimum aggregate limit of Two Million Dollars ($2,000,000).
Cove`rage.,must' be afforded on a form no more restrictive than the latest
edition of, the/Commercial General Liability policy as filed by the Insurance
Services Office, and must include:
a. Premises and/or Operations coverage;
b. Independent Contractor Liability which includes liability coverage for
operations performed for the name of the insured by independent
and/or subcontractors that are hired, and acts or omissions of the
named insured in connection with his/her general supervision of such
operations;
24
c. Products and/or Completed Operations coverage (Outfront shall
maintain in force for 2 years after completion of all work required
coverage for Products/Completed Operations, including Broad Form
Property Damage);
d. Explosion/Collapse and Underground Hazard coverage;
e. Contractual Coverage applicable to this specific Agreement,
including any hold harmless and/or indemnification agreement
contained in the Contract Documents.
City must be included as an Additional Insured on this policy as set
forth in Section 11.4 below. ,-
2. Workers' Comoensation 11m,
compliance with the "Workers Con
all applicable Federal laws.tOutfrc
all tiers have Workers' Compen
accordance with Florida's Work('
policy(ies) must include: Employi
Hundred Thousand Dollars ($500,
Bance to 'apply for all employees in
,nsation Law"-ofthe State of Florida and
shall ensure tF at, all,subcontractor(s) at
:ion Insurance for;tKeir employees in
' Compensation [aw:..�ln.\addition, the
`\Liability with minimum limits of Five
0.) each accident.
3. Business Automobile Liability with minimum limits of One Million Dollars
($1,000,000) per occurrence combined single limit for Bodily Injury Liability
and Propert"y--Damage Liability. Coverage must, be afforded on a form no
more restfictiv(�than the �latest ,edition`of the,Business Automobile Liability
policyas filed bytheInsurance Services Office; and must include: (i) Owned
Vehieles..and (ii), hired and Non=Owned Vehicles.
,r--_-4:-:Design,Professional Liability or` equivalent Errors & Omissions Liability
" -
shall be�maintained with`the limits of/liability provided by such policy to be no
less``than• Two',.Million Dollars. _($2,000,000) for each claim, subject to a
maximum self-insured retention acceptable to the City and not -to -exceed
$1,000,000, butfront,shall maintain the claims made form coverage with a
'.minimum ofiiree (3) years extended reporting following Final Completion
and shall annually provide City with evidence of renewal coverage. Outfront
is, responsible for all self-insured retention amounts in the event of a claim.
Outfront shall indicate the self-insured retention for this coverage on its
Certibcafe'of Insurance. Outfront shall notify City in writing within thirty (30)
days of'apy,,claims filed or made against the Design Professional Liability or
equivalent Errors & Omissions Liability Insurance Policy.
5. Installation Floater Insurance for the installation of machinery and/or
equipment into an existing structure. The coverage shall be "All Risk"
coverage including installation and transit for one hundred percent (100%)
of the "installed replacement cost value" covering the City as joint loss payee.
6. Excess umbrella liability insurance with a limit of not less than Three
Million Dollars ($3,000,000) per occurrence and in the aggregate in excess
of the above mentioned insurance. Outfront may cause the insurance listed
25
in this subsection to be provided through an overall "wrap up" policy, in lieu
of individual policies provided by Contractors. This policy must name the City
of Miami Beach, Florida, as additional insured.
12.1.1. ADDITIONAL TERMS AND CONDITIONS
1. Notice to City. Outfront or its insurer shall provide the City with at least thirty (30) days'
notice of cancellation.
2. Certificates of Insurance. Outfront shall furnish to the City Certificates of Insurance or
endorsements evidencing the insurance coverage specified.herein within fifteen (15) days
after notification of award of the Agreement. The required ertificates of Insurance shall
specify the types of policies and limits provided,, and<identify this Agreement. The
Certificates of Insurance shall be in form acceptable to,-and,subject to, approval by City.
The failure to provide the Certificates of Insurance within fifteen.(15) days shall constitute a
default under this Agreement.. The official title of, the certificate,holder is City of Miami
Beach, Florida. This official title shall be usedin ;all insurance documentation.
3. Additional Insured. City shall be expressly included as an Additional Insured on
Commercial General and Auto Liability policies,''and with"a blanket endorsement that is
acceptable to the City.
4. Notice of Cancellation and/or Restriction. Outfront or, its insurer shall provide the City
with at least thirty (30) days' notice bf cancellation.
5. Duty of Care. Outfront s furnishing insurance coverage shall. in way relieve or limit, or
be construed to .liinit,.o`r 'relieve or limit, "OutfronV6r.,ariy,�of its Subcontractors of any
responsibility, liability; or obligation imposed 6y,the Contract.Documents, or by Applicable
Laws, including, without limitation, any \, indemnification obligations which Outfront
Contractors, and Subcontractors have to City'thereunder.
nt's,failur'e to procure or maintain the insurance
6. Outfront's 'Failure.to Procure. Outfro
required" by this Agreement during the entire term of the Work shall constitute a material
breach and automatic Default ofthe Agreement. In the event of such a breach that remains
uncured•;after ten (10) daysk,written•notice of default, the City may exercise all available
rights and'remedies hereunder, including the right to immediately suspend or terminate the
Agreement without any further notice to or opportunity to use for Outfront or, at its discretion,
procure or renew such insurance to protect the City's interests and pay any and all
premiums in connection therewith, and withhold or recover all monies so paid by the City
from Outfront.
7. Waiver of Subrogation. Where permitted by law, and with the exception of professional
liability claims, Outfront hereby waives all rights of recovery by subrogation or otherwise
(including, without limitation, claims related to deductible or self-insured retention clauses,
inadequacy of limits of any insurance policy, insolvency of any insurer, limitations or
exclusions of coverage), against City, and its respective officers, agents, or employees.
Certificates of insurance shall evidence the waiver of subrogation in favor of the City.
Commercial General Liability and Auto Liability coverage shall be primary and
noncontributory. Each evidenced policy with the exception of professional liability and
excess liability shall include a Cross Liability or Severability of Interests provision. There
shall be no requirement of premium payment by the City.
26
SECTION 13. INDEMNITY.
13.1 In consideration of a separate and specific consideration of Ten ($10.00) Dollars
and other good and valuable consideration the receipt and sufficiency of which
are hereby acknowledged, Outfront shall indemnify, hold harmless and defend
the City, its officials, directors, members, employees, contractors, agents, and
servants from and against any and all actions (whether at law or inequity),
claims, liabilities, losses, and expenses, including, but not limited to, attorneys'
fees and costs, for personal, economic or bodily injury, wrongful death, loss of or
damage to property, which may arise or be alleged ;to have arisen from: (1) wholly
or in part from the negligent acts, errors, omissions or other misconduct of
Outfront, its officers, director, members, employees, agents, contractors,
subcontractors, or any other person or entityacting under Outfront's control or
supervision, but not as a result of the gross `negligence'or willful misconduct of the
City, its employees or agents; (2) Outfrbrife,, breach of the terms of this Agreement
or its representations and warranties, ,Herein; (3) Outfro_nt's operation of the
Program; (4) Outfront's use of the Site; or (5) Outfront's,'or any of its officers,
agents, employees or contractors actuakor alleged failure to obtain any and all
necessary licenses, permission, copyrights, and' authorization associated with
the work to be performed under the Agreement or any advertisements displayed
on the Display Panel. To that -extent, Outfront`'shall,pay all such claims and losses
,\ judgments which.�may issue from any lawsuit
and shall pay all such costs,
arising from such claims and'`losses'; an&shall pay all' -costs and attorneys' fees
expended by.- the 'City in the: 'defense` of '•such claims and losses, including
appeals.
13.2 In addition,n:.cdnsideration of a separate and specific consideration of Ten ($10.00)
Dollars and othe�'good• and -valuable `consideration the receipt and sufficiency of
,wh ch are hereby'acknowladged, OutFront shall indemnify, hold harmless and defend
the -City; its officials; directors, ernployees-/contractors, agents, and servants from
and against any `claim, demand or
` c`auseof action of whatever kind or nature arising
6ut of any misconduct of :Outfront, its officials, directors, employees, contractors,
agents, and servants.'not included in the paragraph in the subsection above and for
which the City, its officials, directors, employees, contractors, agents, and servants
are alleged to be lia6le.�
13.3 Subsections, 13.1 and/ 13.2 shall survive the termination or expiration of this
Agreement.
SECTION 14. FORCE MAJEURE.
14.1 "Force Majeure" event is an event that (i) in fact causes a delay or failure in the
performance of Outfront or the City's obligations under the Agreement, and (ii) is beyond
the reasonable control of such party unable to perform the obligation, and (iii) is not due to
an intentional act, error, omission, or negligence of such party, and (iv) could not have
reasonably been foreseen and prevented by such party at any time prior to the occurrence
of the event. Subject to the foregoing criteria, Force Majeure may include events such as
war, civil insurrection, riot, fires, epidemics, pandemics, terrorism, sabotage, explosions,
embargo restrictions, quarantine restrictions, transportation accidents, strikes, hurricanes
27
or tornadoes, earthquakes, or other acts of God which prevent performance. Force Majeure
shall not include technological impossibility unless caused by one of the foregoing causes,
inclement weather that does not prevent performance, or failure to secure any of the
required permits pursuant to the Agreement.
14.2 If the City or Outfront's performance of its contractual obligations is prevented or
delayed by an event believed by to be Force Majeure, such party shall immediately, upon
learning of the occurrence of the event or of the commencement of any such delay, but in
any case within fifteen (15) business days thereof, provide notice: (i) of the occurrence of
event of Force Majeure, (ii) of the nature of the event and the cause thereof, (iii) of the
anticipated impact on the Agreement, (iv) of the anticipated period of the delay, and (v) of
what course of action such party plans to take in order to ,mitigate the detrimental effects of
the event. The timely delivery of the notice of the occurrence of a Force Majeure event is a
condition precedent to allowance of any relief pursuant to this section; however, receipt of
such notice shall not constitute acceptance that the event"claimed to be a Force Majeure
event is in fact Force Majeure, and the burden of proof of the occurrence of a Force Majeure
event shall be on the requesting party.
14.3 No party hereto shall be liable for its failure to carry out its obligations under the
Agreement during a period when such party is'rendered unable, in whole br in -part, by Force
Majeure to carry out such obligations. The suspenslon"of any of the obligations under this
Agreement due to a Force Majeure event shall be of,,6o greater scope and no longer
duration than is required. The party;`shall� use its reasonable best efforts to continue to
perform its obligations hereunder toNtlie e` ent.such obligations are not affected or are only
partially affected by the Force Majeure event,'ani&to,correct or -cure the event or condition
excusing performance and'otherwise"to\remedy' its inability'to perform to the extent its
inability to perform is, -the --direct result 'of the "Forcd-Majeure event with all reasonable
dispatch.
� � �
14.4 Obligations pursuant to'the-Agreemerit,that arose before the occurrence of a Force
Majeure a"vent; causing theuspension of..performance, shall not be excused as a result of
such -occurrence -unless such occurrence makes such performance not reasonably possible.
The obligation to pay money n.a timely mariner for obligations and liabilities which matured
prior'to'the occurrence"of a,Force.,Majeure event shall not be subject to the Force Majeure
provisions. �
14.5 Notwithstanding any"other provision to the contrary herein, in the event of a Force
Majeure occurrence, the City may, at the sole discretion of the City Manager, suspend the
City's payment obligations under the Agreement, and may take such action without regard
to the notice requirements herein. In no event will any condition of Force Majeure extend
this Agreement beyond•fts stated term.
14.6 Waiver of Loss from Hazards. Outfront hereby expressly waives all claims i
against the City for loss or damage sustained by Outfront resulting from any Force
Majeure event, and Outfront hereby expressly waives all rights, claims, and demands
against the City and forever releases and discharges the City of Miami Beach, Florida, from
all demands, claims, actions and causes of action arising from any of the aforesaid causes.
SECTION 15. DEFAULT AND TERMINATION.
28
Subsections 15.1 through 15.4 shall constitute events of default under this Agreement.
An event of default by Outfront shall entitle the City to exercise any and all remedies
described as City's remedies under this Agreement, including but not limited to those set
forth in Subsection 15.6 and Section 16.
15.1 Bankruptcy.
If either the City or Outfront shall be adjudged bankrupt or insolvent, or if any
receiver or trustee of all or any part of the business property of either party
shall be appointed, or if any receiver of all or any part of the business property shall
be appointed and shall not be discharged within sixty (60) days after
appointment, or if either party shall make an assignment of its property for the
benefit of creditors, or shall file a voluntary petitionin bankruptcy, or insolvency,
or shall apply for reorganization or arrangement\with its creditors under the
bankruptcy or insolvency laws now in force or,h' reinafter enacted, Federal, State,
or otherwise, or if such petitions shall4`�•be filed against either party and shall
not be dismissed within sixty (60) 'days after such filing;\then the other party
may immediately, or at any time ,thereafter, and without-Jurther demand or
notice, terminate this Agreement without -being prejudiced as t6any,remedies which
may be available to it for breach of contract
15.2 Default in Payment.
If any payment and accumulatdd,penalties ar&-n&,received within ten (10) days
after the payment due date, and such -.failure continues five (5) days after written
notice thereof; then -the City Lmay, without further demand or notice, terminate
this AgreemeWwithout being\prejudiced,,16s..t6--any lemedies which may be
available ,to <it for breach of contract; ;arid may begin procedures to collect the
Performance Bond required in Section16 herein.
15.2.1 Outfront's-.failure,to- Pepair-_'tlie`-technological components of the Technological
f ?Equipmenf for thee. Existing `Bus Shelters, the Bus Shelter Structures, the
ffeestanding 6&v camera equipment, `and the freestanding ETA signs within 15
` _.calendar days following written notice from the City shall constitute a default under
this\agreement, where such `"components and the ability to repair are within
Outfront's control, including leadtimes for replacement components; however, no
later than seven (7) days from receipt of all replacement parts/components.
15.3 Non-Monetary,Default
In the event that ;O.utfront fails to perform or observe the non -monetary covenants,
terms or provisions under this Agreement not specifically delineated in this Section
15 or in another part of the Agreement, and such failure continues thirty (30) days
after written notice thereof, the City may immediately or at any time thereafter,
and without further demand or notice, terminate this Agreement without being
prejudiced as to any remedies which may be available to it for breach of contract.
Provided, however, that Outfront, within thirty (30) days following receipt of notice
of such non -monetary default, may request that the City Manager grant Outfront an
extension of the time in which to cure such non -monetary default. The granting of
any such extension shall be at the sole discretion of the City Manager, shall be
29
required to be in writing, and shall not exceed an additional thirty (30) days.
15.4 City's Remedies for Outfront's Default. If any of the events of default, as set forth
in this Section, shall occur, the City may, after expiration of the cure periods, as
provided above, at its sole option and discretion, institute such proceedings as in
its opinion are necessary to cure such defaults and to compensate City for damages
resulting from such defaults, including but not limited to the right to give to Outfront a
notice of termination of this Agreement. If such notice is given, the term of this
Agreement shall terminate upon the date specified in such notice from City to Outfront.
On the date so specified, Outfront shall then quit and surrender the Site(s) to City
pursuant to the provisions of Subsection 14.7. Upon the' termination of this Agreement,
all rights and interest of Outfront in and to the Sites) and,,to this Agreement, and every
part thereof, shall cease and terminate and City may, in addition to any other rights and
remedies it may have, retain all sums paid td it ,by .Outfront under this Agreement
including, but not limited to, the Performance,Bond in Section 16 herein.
In addition to the rights set forth above, the Cityshall have the rights to pursue any and
all of the following:
15.4.1 the right to injunction or other similar relief available'•to 'it,under Florida
law against Outfront; and/or
15.4.2 the right to maintain.an ,and all actions;at law or suits in equity or other
q
proper proceed ingsto"obtain damages., resulting from Outfront's default.
15.5 Surrender of
Within seven (7) days from the, expiration of tho,term of this Agreement, or otherwise upon
the early termination of this Agreement, Outfront shall surrender the Sites. Continued
occupancy of any Sites after expiration or early.termi nation of the Agreement shall constitute
trespass -by Outfront, and.may be prosecuted as such. In addition, Outfront shall pay to the
City,One,thousand *($1,000),Dollars per day-per:Site as liquidated damages for trespass
and' Holding over. ~ .. ;V
Additionally, upon the expiration ofthe Agreement or early termination of the Agreement,
ownership?of the Existing, Bus Shelters and Benches shall revert back to the City and
ownershi�of'the Bus Shelter Structu\res`shall automatically transfer to the City, all free and
clear of any'liens or encumbrances. of At the option of the City, Outfront shall execute a
bill of sale or other°documentation, in the form approved by the City, evidencing the transfer
of ownership of the,Existing-Bus Shelters and Benches and the Bus Shelter Structures from
Outfront to the City',free'and'' clear of all liens and encumbrances Notwithstanding the
transfer of ownership, `Qutfront shall remain responsible for all claims, causes of actions,
debts, encumbrances, or administrative action that accrued prior to the transfer of
ownership. Simultaneously with transfer of ownership, Outfront shall transfer to the City any
and all design and construction warranties related to the Bus Shelter Structures.
The provisions of this Subsection 15.6 shall survive the expiration or earlier termination of
the Agreement.
15.6 Termination Rights of the City. Notwithstanding anything herein to the contrary, the
City may terminate this Agreement, for its convenience and without liability, in the event:
15.6.1 In the event that that the City and Outfront are not able to reach agreement as to an
30
acceptable design for Bus Shelters or the final cost of the new Bus Shelters.
15.6.2 The City and Outfront are not able to secure necessary design approvals (City
Commission, Design Review Board (DRB), Historic Preservation Board (HPB) and
any other required approvals within 18 months from the Commencement Date. The
City Manager in the City Manager's sole discretion may grant an extension of this
time period, provided Outfront demonstrates unforeseen circumstances, outside of
Outfront's control, which have, prevented Outfront from securing the prerequisite
approvals timely; or
15.6.3 In the event that Outfront does not deploy all the Program Bus Shelter
Structures within 48 months from securing all required approvals, including
approval of the final designs, other than for reasons.outside of Outfront's control.
Outfront shall, within thirty (30) days from Effective Date;',fumlish to the City Manager or
Contract Manager a Performance Bond in the.s6m stated below. -for the payment of which
Outfront shall bind itself to the faithful observaneeof the following,terms and conditions of
this Agreement: (1) Outfront's failure to timely/cure any default pursuant to Subsections
15.1-15.3; (2) failure to timely complete the..Work related to the design,",gonstruction, and
installation of the Site Improvements, includirig,the,Bus Shelters and Outfront,failing to cure
such default pursuant to Subsection 15.4; (3) Outfront's failure to operate advertising rights
on the Display Panels of the Exist g,Bus Shelters, and/Bus Shelters in accordance with
Section 18 (Advertising) and. Ouifrdnt failing to cure'such default pursuant to Subsection
15.4; (4) Outfront's failure to maintain\tlie-Sites,pursuarit`to`Subsection 11.2, including the
Existing Bus Shelters and Benches and the'new Site Improvements, including Bus Shelter
Structures and Outfront-failing to cures ch default pursuant to -Subsection 15.4 (except that
as to the Technological -Equipment, in which case the -default would be subject to the cure
period set forth in Subsection'A5':3); and (5)�Outfront's failure to surrender the Sites to the
City or execute any,required documents in connection with the transfer of ownership to the
City of the Existing Bus\Sheltel4-and Benches and Bus Shelter Structures pursuant to
provisions—of-Subsection ''15.6 ..and Outfront',failing to cure such default pursuant to
Subsection -15.4_.''-,.A Performance"-Bond,�in,,,:the amount of One Million Dollars
($1;000;000.00), shall"be provided, by Outfront in faithful observance of these provisions of
this Agreement. A cash;deposii, irrevocable letter of credit, or certificate of deposit may also
suffice; as `determined by th6 City Manager or Contract Manager, in his sole and reasonable
discretion --Ae form of the Performance Bond or alternate security shall be approved by the
City's Chief`Firiancial Office'r'. In the event that a Certificate of Deposit is approved, it shall
be a One Million Dollar ($1;000,000) one-year Certificate of Deposit in favor of the City,
which shall be autorriatically`renewed, the original of which shall be held by the City's Chief
Financial Officer. Outfront shall be so required to maintain said Performance Bond or
alternate security in full.,force and effect throughout the Term of this Agreement. Outfront
shall have an affirmative duty to notify the City Manager or Contract Manager, in writing, in
the event said Performance Bond or alternate security lapses or otherwise expires. All
interest that accrues in connection with any financial instrument or sum of money referenced
above shall be the property of Outfront, except in an event of default, in which case the City
shall be entitled to all interest that accrues after the date of default.
SECTION 17. PENALTY FEES FOR FAILURE TO PERFORM
17.1 It is the intent of the City of Miami Beach to impress upon Outfront the need for
continual maintenance of the Existing Bus Shelters and Benches and/or Bus Shelter
31
Structures or other related components in as clean, safe, and presentable condition as
possible.
Outfront shall correct any conditions making any Existing Bus Shelters and Benches and/or
Bus Shelter Structures or its components unacceptable to the public, property owners in the
vicinity, or to the City of Miami Beach, the latter being the final judge of the criterion of
acceptability. If any of the Existing Bus Shelters and Benches or Bus Shelter Structures and
its related components to be maintained by Outfront is deemed unacceptable by the City,
Outfront shall be notified in writing, via email, or by telephone.
In accordance with the service requirements of the Agreement, Outfront shall be liable for
damages resulting from its failure to meet contractual requirements or performance
standards. The City's assessment of any and all performance penalty fees shall be final,
subject to good faith disputes. The City will facilitate,th;`Jee assessment by invoicing
Outfront for the amount assessed.
17.2 The penalty fee shall be interpreted as.failu a to maintain,the,Existing Bus Shelters
and Benches and/or Bus Shelter Structures,,as directed by the City'.,A written notice of
violation and intent to impose a penalty fee shall be provided to Outfront'in the form of a
written report. These Penalty Fee reports will' be issued:to Outfront by the,City's Contract
Manager, in order to afford Outfront time to notify 'the tity of extenuating,�circumstances.
Penalty Fee shall result in the follow ng.per diem fees per -'reported incident: 1
Level 1: Penalty Fee in the amount`of $.100,0,6r -day (24'hours) per reported incident
Level 2: Penalty Fee in the amount of $200 per day,(24 hours) -per reported incident
Level 3: Penalty Fee iii the'amount of $400 per d`ay (24,hours)..per reported incident
17.3 The following violations will result in the assessment -of a Penalty Fee:
17.3.1 Level 1 Penalty`Fee:
a. Failure to -remove, overflowing trash,
` litter, and debris from the area and areas
surrounding�an Existing,Bus�Shelter;,Existin \4 rich, or any Bus Shelter Structure;
tb. ,Failure to maintain the'drainage system for an Existing Bus Shelter or Bus Sheltering
operating conditiori•(gutters,'spo'uts, etc.);
c. Failure to remove graffiti or stickers at a specific Existing Bus Shelter, Existing Bench,
or any 'Bus, Structure;. or
d. Failure to' prdvide maintenance program/cleaning schedule or perform inspections and
provide written •report to the City within the timeframe specified in this Agreement
17.3.2 Level 2 Penalty'Fee '
a. Failure to remove advertising poster or digital advertisement as directed by the City
Manager or City's Contract Manager
b. Failure to remove and/or reinstall a Bus Shelter Structure within the required
timeframe
C. Failure to maintain proper illumination at a Site
d. Failure to replace or repair any missing, vandalized, damaged or non -operational
component of any Existing Bus Shelter, Existing Bench, or Bus Shelter Structure
17.3.3 Level 3 Penalty Fee:
a. Failure to repair a specific damaged Existing Bus Shelter, Existing Bench, or Bus
Shelter Structure caused by a vehicular accident or act of vandalism
32
b. Failure to remove a specific damaged Existing Bus Shelter, Existing Bench, or any
Bus Shelter Structure that cannot be repaired on site
c. Failure to replace an Existing Bus Shelter, Existing Bench, or any Bus Shelter
Structure damaged beyond repair due to a vehicular accident or act of vandalism
d. Failure to install a replacement Bus Shelter Structure, including a temporary Bus
Shelter or Bus Bench, at the City's discretion, within the timeframe specified in this
Agreement
18.1 Advertising Standards ,' \
J
18.1.1 While the City understands the need to maximize.advertising revenue, the City is
also interested in maintaining a pleasant and aesthetic image and ensure the quality -of -life
of its residents. The City Manager, at the City -Manager's' -,sole discretion, may request
removal of any advertisement that the City deems unacceptable including, without limitation,
advertisement that is offensive, objectionable; inappropriate, br that does not reflect
favorably upon the City's Program, its residents and visitors.
18.1.2 New Bus Shelters will (all'ov
combination of both to be displayed
Outfront shall have the right to so c,
and have the right to negotiate the ad,
foot posters and electronic displays
Outfront
digital advertisement, static advertisement, or a
ome Bus Shelters may not contain advertisement.
ind sell advertising'to be installed on Bus Shelters
rtis tig,rates. Adveitising shall include standard 4x6-
t''selecf sites -to be agreed upon by the City and
18.1.3 Outfront is -.solely responsible for all design, development, production, redesign,
removal, and installation,of advertising. 4
18.1.4 Outfront shall provide, ,install; and -,maintain high quality, professionally designed
comrnereial advertising. displays.,on Bus`Shelters'designated by the City. Outfront shall
adhere -to generally accepted principles of advertising in relation to good taste and truth in
advertising; No advertising whicl �ls considered objectionable and offensive in its content or
method of presentation sliall'be displayed. Whenever a question arises as to the propriety
of an advertisement, prior to,itsPstallation, Outfront is required to submit the advertisement
work to the City's Contract Manager, for review and approval.
18.1.5 Outfront shall provide no more than one (1) static advertisement display per face of
the advertising box. ',,,, /
18.1.6 Outfront is required to remove any and all non-compliant Bus Shelter advertisement
display, as detailed below, within 24 hours after receipt of official notice from the City
Manager or City's Contract Manager.
18.1.7 Outfront shall comply with the following:
18.1.7.1 All advertising accepted for placement will comply with Federal,
State, Miami -Dade County, and existing City of Miami Beach laws, rules and
regulations;
33
18.1.7.2 The Contractor shall neither accept for display, install, display nor
maintain any advertisement that falls within one or more of the following
categories;
a. contains the words "STOP", "LOOK", "DRIVE IN", "DANGER" or any
other word, symbol, or displays designed to distract vehicular traffic;
b. false or misleading;
c. material that is immoral, lascivious, or obscene as defined in Section
847.001 Florida Statutes;
d. no advertising shall be for businesses engaged in any activity that
requires the exclusion of minors pursuant to Chapter 847, Florida
Statutes
e. promotes unlawful or illegal goods, services or activities;
f. tobacco or tobacco related products including electronic cigarettes;
g. firearms; \
h. sexual services, programs or.product ;`
i. political candidates or political'issues, campaigns:
j. detrimental to the operation or"goals of the City; \
k. competitive products included in any Agreemerit•with the City relating to
a citywide exclusive sponsorship agreement, as-notified in writing to
Outfront; and
I. any such additional category of advertising that the City'Manager, in the
City Manager.'s `sole,, discretion; ,ma'y'lldetermine to be reasonable, as
notified in writing�1'0.00tfront.
18.1.7.3 Advertising of "alcoholic-•beverages, `as"defined by Section 561.01,
Florida Statutes, shall be,permitted with the following restrictions:
a. No' advertising for alcoholic be erages shall-be within one-quarter mile of any
type"of public or�private school,"lincluding pre-schools, elementary schools,
middle"sch'ools,,high-schools, colleges, and universities;
`No advertising for alcoholic beverages shall be within one-quarter mile of
houses of worship;,including'churches, synagogues, temples, and mosques;
C. No advertising• for alcoholic beverages shall be within one-quarter mile of
1' .Hospitals or'`ad'diction treatment centers;
d. I advertising for alcoholic beverages will require approval from the City's
e. All adv6itis_ ing for alcoholic beverages must include the disclaimer below as
mandated by the Alcoholic Beverage Labeling Act ("ABLA") of 1988.
Government warning disclaimer must be equal to at least 10% of the size of
the ad: "GOVERNMENT WARNING: (1) According to the Surgeon General,
women should not drink alcoholic beverages during pregnancy because of
the risk of birth defects. (2) Consumption of alcoholic beverages impairs your
ability to drive a car or operate machinery, and may cause health problems."
18.1.7.4 Any prohibited or unacceptable material, as determined by the City
Manager, in the City Manager's sole discretion, which is displayed or
34
placed, shall be immediately removed by Outfront upon notice from the City
Manager.
18.2 Advertising Removal
Notwithstanding the provisions of Paragraph 18.1 "Advertising Standards", approval by the
City of advertising materials, advertisements, and manner of presentation is not required.
The City Manager or City's Contract Manager will require Outfront to remove any advertising
that fails to comply with Paragraph 18.1. Outfront shall remove advertising within 24 hours
upon issuance of a written request from the City Manager -or City's Contract Manager to
remove said advertising.
In the event Outfront fails to remove the advertising asspecified herein, the City may take
necessary actions to remove the advertisement. Outfront is.obligated to reimburse the City
for actions taken under this provision. The City,is not liable for,ahy damages in connection
therewith.
In the event the City determines that an advertisement that was previously required to be
removed is later advertised again or not remove'
emove d�0utfront F ereby agree" 'Sly
the City may
collect funds as detailed in Section 17 "Penalty'NFees for Failure to Perform" of this
Agreement, where such advertising, s -discovered by theyCity and not removed within the
timeframe as set forth in this paragraph. the City will fake,necessary actions to remove the
me
advertisement and request reimbursent-.from�Outfror&for costs incurred.
\` �*IN
18.3 City's Self -Promotional Space
At no cost to the City Outfront-.shall provide,to the City the following promotional services:
• 11 %`share -of -voice for the City s. use on all Display Panels, with the addition
_ of unsold space`asiavailable. "•t
'�• 5% share=of=voice across"static Display Panels, growing to 11 % once the full
/-'' -digital deployment is complete:
ti
In the, vent of a public emergency; \the City shall have immediate access to 100% of all
digital and static Display Panels to assist with public communications. Outfront shall provide
necessar)r gc`cess for the City \Nstaff to program digital or static displays in case of a public
emergency.
Outfront will be notified, at least two (2) weeks in advance of the City's intention to place an
advertisement. Outfront- "shall" then make arrangements for the installation of the City's
advertising. The City`Wi-II/provide the finished artwork for the City's self -promotional
announcement (either for a static poster or digital advertisement (as applicable)) to Outfront
for final production, printing, and installation. Static advertisement (posters) shall be printed
and installed within five (5) business days. Digital advertisement shall be posted within three
(3) business days.
Outfront shall install, maintain, and remove these posters or digital advertisement at
Outfront's expense, as requested by the City.
W*OA i Lei NEWT61 IM -U ;tOj.;JA.z11.&j
Outfront will not use, nor suffer or permit any person to use in any manner whatsoever, any
Sites or Site Improvements thereon, for any illegal, improper, immoral or offensive purpose,
or for any other purpose in violation of any Federal, State, County, or municipal ordinance,
rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter
enacted or adopted. Outfront will protect, indemnify, and forever save and keep harmless
the City, its officials, employees, contractors, and agents from and against damage, penalty,
fine, judgment, expense or charge suffered, imposed, assessed or incurred for any
violation, or breach of any law, ordinance, rule, order or regulation occasioned by any act,
neglect or omission of Outfront, or any official, director, agent, contractor, or servant
regarding the Program. In the event of any violation by Outfront, or if the City or its
authorized representative shall deem any conduct on, the part of Outfront to be
objectionable or improper, the City shall have the rightto suspend Program operation
should Outfront fail to correct any such violation, conductor practice to the satisfaction
of the City Manager or Contract Manager within `°6enty-f64`(24) hours following written
notice of the nature and extent of such violation;, conduct, •or practice. Such suspension
to continue until the violation is cured to the' satisfaction "from", the City Manager or
Contract Manager.
SECTION 20: NOTICES:
Any notice required to be given ±''or otherwise given pursuant to this Contract shall be in
writing and shall be hand deliver6d,\'m'ailed•.,b certified, mail, return receipt requested or
sent recognized overnight courier serviceias..follows: °
Ifto,OUTFRONT: ` OUTFRONT�Media
,405 Lexington- Avenue
` \ ...New York, NY -11
Attention: Damian Gutierrez
E-mail: damian.gutierrez@outfront.com
°✓ With'copy.,to:
I It
� t
� P:e
If to the'CITY:
OUTFRONT Media
405 Lexington Avenue
New York, NY 10174
Attention: Legal Department
E-mail: glen. rectenwald@outfront.com
City of Miami Beach
Attention:
Transportation and Mobility
Department, Transportation
Director
1700 Convention Center
Drive
Miami Beach, Florida
33139
With copy to: City of Miami Beach
36
Attention: City
Manager
1700 Convention
Center Drive Miami
Beach, Florida 33139
Notwithstanding the foregoing, the City expressly authorizes Transportation and Mobility
Department as the designated party to receive notices with regard to all matters pertinent
to this Agreement, except with respect to any alleged defaults, which will require notice
to the parties set forth in Section 15.
Outfront shall not assign all or any portion of its
without the prior written consent of the City C
shall notify the City Manager of any proposed
days prior to the proposed effective date ofSul
assignment is approved by the City Commissioi
all the covenants of this Agreement required of
SECTIO
r
osts or obll g tions under this Agreement
emission, in -.its sole discretion. Outfront
ssignment, in `writing, at least sixty (60)
assignment. In the event that any such
the assignee shall agree,to be bound by
)utfront.-
22.1 Compliance.
Outfront shall- comply with ah -applicable 'City, County, State, and Federal
ordinances, statutes,Ncules and regulations; .including but not limited to all
applicabie.environmental, City, County„State, and Federal ordinances, statutes,
rules and regulationsf�t �
22.2-Go`vernina Law.
t. .,Governing -;Law. This Agreement•,sRall be governed by and construed in
accordance Wt6 `the la' ws",of the State of Florida. Any civil action arising in
•,any, way from this Agreementlor the activities of the parties under this Agreement
sha ,be brought only\in a court?of competent jurisdiction located in Miami -Dade
County,
,Florida.
22.3 Equal Employment Opportunity.
Neither Outfront n any affiliate of Outfront performing services hereunder, or
pursuant hereto, will discriminate against any employee or applicant for
employment because of race, creed, sex, color, national origin, sexual
orientation, and disability (as defined in Title I of ADA). Outfront will take
affirmative steps to utilize minorities and females in the work force and in
correlative business enterprises.
22.4 No Discrimination.
Outfront agrees that there shall be no discrimination as to as to race, color,
national origin, religion, sex, intersexuality, sexual orientation, gender identity,
37
marital and familial status, or age, or handicap, in the operations referred to in
this Agreement; and, further, there shall be no discrimination regarding any use,
service, maintenance, or operation within the Sites. All operations and services
offered in the Sites shall be made available to the public, subject to the right
of Outfront and the City to establish and enforce reasonable rules and
regulations to provide for the safety, orderly operation, and security of the Sites
and improvements and equipment thereon.
Additionally, Outfront shall comply fully with the City of Miami Beach Human
Rights Ordinance, codified in Chapter 62 of the City Code, as may be amended
from time to time, prohibiting discrimination in employment, housing, public
accommodations, and public services on account of actual or perceived race,
color, national origin, religion, sex, intersexuality, gender identity, sexual
orientation, marital and familial status, age, disability, ancestry, height, weight,
domestic partner status, labor organization, membership, familial situation, or
political affiliation.
SECTION 23. MISCELLANEOUS.
23.1 No Partnership.
Nothing contained in this Agreement shall constitute or be construed to be or
create a partnership or joint venture between the City and Outfront.
1
23.2 Modifications. - _
This Agreement cannot",be changed. or modified, except by Agreement in writing
executed by all parties,hereto. The.City'Manager, on behalf of the City, shall have
authority to'amend or modify this Agreement, including any changes to the Scope
of Services, so'long,as saidechanges do not exceed the City Manager's purchasing
authority,`as such amount`as`may tie specified by the City of Miami Beach
Procurement Ordinance,. as amen
ded'from time to time.
23.3'. \Complete Agreement.
This -,Agreement, together with) all exhibits incorporated hereto, constitutes all
the understandings', and Agreements of whatsoever nature or kind existing
between the parties+with respect to Outfront's operations, as contemplated herein.
23.4 Headings.
The section, subsection and paragraph headings contained herein are for
convenience of reference only and are not intended to define, limit, or describe
the scope or intent of any provision of this Agreement.
23.5 Binding Effect.
This Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns.
23.6 Clauses.
38
The illegality or invalidity of any term or any clause of this Agreement shall not
affect the validity of the remainder of the Agreement, and the Agreement shall
remain in full force and effect as if such illegal or invalid term or clause were not
contained herein unless the elimination of such provision detrimentally reduces
the consideration that either party is to receive under this Agreement or materially
affects the continuing operation of this Agreement.
23.7 Severability.
If any provision of this Agreement or any portion of such provision or the
application thereof to any person or circumstanceshall be held to be invalid or
unenforceable, or shall become a violation ,of ary local, State, or Federal
laws, then the same as so applied shall no longer be a part of this Agreement
but the remainder of the Agreement, such'prov sionsand the application thereof
to other persons or circumstances,, shall not beiaffected thereby and this
Agreement as so modified shall.
23.8 Right of Entry. .i
The City, at the direction of the City Manager,. shall at all times during hours of
operation, have the right'to'enter into and'upon any and all parts of the Site(s) for
the purposes of examining the'sa�ne for any reason relating to the obligations of
parties to this Agreement. `' N
23.9 Not a Lease''P�
-.. �.�
It is expressly understood and 'agre'ed that no .part, parcel, building, facility,
equipment •or\space is leased tdi Outfront, that this Agreement does not
constitute a'lease; that utfront's right to operate the Program shall continue
o In y so long as this-' reement`remains in, effect.
23.;10 /Procedure for Approvals• and/or Consents.
`-, n,each instance Jn wliich\the approval or consent of the City Manager or
`Contract Manager,.is\allowed., or required in this Agreement, it is acknowledged
that such authority has, been expressly provided herein to the City Manager or
Contract 'Manager by the Mayor and City Commission of the City. In each
instance',in`which ,/the! approval or consent of the City Manager or Contract
Manager is-allowed,or required in this Agreement, Outfront shall send to the
City Manager`a.written request for approval or consent (the "Approval Request").
The City Manager or Contract Manager shall use reasonable efforts to provide
written notice to Outfront approving of consent to, or disapproving of the request,
within thirty (30) days from the date of Approval Request (or within such other
time period as may be expressly set forth for a particular approval or consent
under this Agreement). However, the City Manager or Contract Manager's failure
to consider such request within this time provided shall not be deemed a waiver,
nor shall Outfront assume that the request is automatically approved and
consented to. The City Manager or Contract Manager shall not unreasonably
39
withhold such approval or consent. This subsection shall not apply to
approvals required herein by the Mayor and City Commission.
23.11 No Waiver.
It is mutually covenanted and agreed by and between the parties hereto that the
failure of the City to insist upon the strict performance of any of the conditions,
covenants, terms or provisions of this Agreement, or to exercise any option herein
conferred, will not be considered or construed as a waiver or relinquishment
for the future of any such conditions, covenants, terms, provisions or options
but the same shall continue and remain in full force and effect. A waiver of
any term expressed herein shall not be implied by)any neglect of the City to
declare a forfeiture on account of the violation" of such term if such violation by
continued or repeated subsequently and' any ,express waiver shall not affect
any term other than the one specified in subh. Waiver and that one only for the time
and in the manner specifically stated.,.-
The
tated;,•The receipt of any sum paid by Outfront to the City after breach\of any condition,
covenant, term or provision herein', contained shall not be•deemed a waiver
of such breach, but shall be taken, considered antl construed'`as payment for
use and occupation, and not,as rent, unless such breach be expressly waived
in writing by the City.
23.12 No Third Party Beneficiary.
Nothing in -'this. -Agreement shall :confer upon any person or entity, including,
but not: limited to subcontractors; other than•. the parties hereto and their
respective, successors"
and permitted assigns, any rights or remedies by reason of
this Agreement
23.13, ," No.L.ien.
In the event any,notice?or claim of'lien'shall be asserted against the interest of
the City on account of or,arising from any work done by or for Outfront, or any
`person claiming by,, -through-.or,under Outfront, or for improvements or work, the
cost of which is the,responsibility of Outfront, Outfront agrees to have such notice
or claiWof lien cancelled and discharged within fifteen (15) days after notice to
Outfront•.by, City. W the event Outfront fails to do so, City may terminate this
Agreement.for-cause without liability to City.
The City desires to enter into this Agreement placing the operation and management of
the Site(s) in the hands of a private management entity only, if in so doing, the City
can place a limit on its liability for any cause of action for breach of this Agreement, so
that its liability for any such breach never exceeds the sum of Hundred Thousand
($100,000.00) Dollars. Outfront hereby expresses its willingness to enter into this
Agreement with Hundred Thousand ($100,000.00) Dollars limitation on recovery for any
action for breach of contract. Accordingly, and in consideration of the separate
consideration of Hundred Thousand ($100,000.00) Dollars, the receipt of which is hereby
40
acknowledged, the City shall not be liable to Outfront for damages to Outfront in an
amount in excess of Hundred Thousand ($100,000.00) Dollars, for any action for breach
of contract arising out of the performance or on -performance of any obligations
imposed upon the City by this Agreement. Nothing contained in this paragraph or
elsewhere in this Agreement is in any way intended to be a waiver of limitation placed
upon the City's liability as set forth in Florida Statutes, Section 768.28.
This Agreement shall be deemed to have been made and shall be construed and
interpreted in accordance with the laws of the State of Florida. This Agreement shall be
enforceable in Miami- Dade County, Florida, and if legal ``action is necessary by either
party with respect to the enforcement of any and,all the terms or conditions herein,
exclusive venue for the enforcement of same shall; lie in -Miami -Dade County, Florida.
CITY AND OUTFRONT HEREBY KNOWINGLY�AND INTENTIONALLY WAIVE THE
RIGHT TO TRIAL BY JURY IN ANY ACTION, OR PROCEEDING THAT CITY AND
OUTFRONT MAY HEREIN AFTER INSTITUTE AGAINST `EACH OTHER WITH
RESPECT TO ANY MATTER ARISING, OUT OF OR RELATED TO THIS
AGREEMENT OR THE SITE(S).
CCrT1A61 OGS /�A61C1 1/�T'AC 161TC�CCT
Outfront agrees to adhere to and
Conflict of Interest laws, as same
Miami Beach CharterandCode, as
with the performance of -the Servici
Outfront covenant;
direct or indirectly,
of the work.and sei
in the" performanc
knowirioly be emnl
27.1 _'Pu'rsuant to
definition',of "Contn
it preset
i would
conteml
`this Ag
by'Outfrc
1%161 97 �.
governed by the Miami -Dade County Ethics and
be amended from.time to time, and by the City of
e may be amended from Mme to time, in connection
has no no and`'shall not acquire any interest,
7lict in any manner or degree with the performance
:d in this Agreement. Outfront further covenants that
hent; .,nog erson having any such interest shall
119.0701 of the Florida Statutes, if Outfront meets the
lefined in Section 119.0701(1)(a), Outfront shall:
27.1.1 Keep and maintain public records required by the public agency to perform
the service; 27.1.:2' Opon request from the public agency's custodian of public
records, provid -the public agency with a copy of the requested records or allow the
records to be inspected or copied within a reasonable time at a cost that does not
exceed the cost provided in this chapter or as otherwise provided by law;
27.1.3 Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized by
law for the duration of the contract term and following completion of the contract if
the contractor does not transfer the records to the public agency;
27.1.4 Upon completion of the contract, transfer, at no cost, to the public agency all
public records in possession of the contractor or keep and maintain public records
required by the public agency to perform the service. If the contractor transfers all
public records to the public agency upon completion of the contract, the contractor
41
shall destroy any duplicate public records that are exempt or confidential and exempt !
from public records disclosure requirements. If the contractor keeps and maintains
public records upon completion of the contract, the contractor shall meet all
applicable requirements for retaining public records. All records stored electronically
must be provided to the public agency, upon request from the public agency's
custodian of public records, in a format that is compatible with the information
technology systems of the public agency.
27.2 REQUEST FOR RECORDS; NONCOMPLIANCE.
27.2.1 A request to inspect or copy public records relating to a public agency's
contract for services must be made directly to, the public agency. If the public
agency does not possess the requested records, the public agency shall
immediately notify the contractor of the request, and the contractor must
provide the records to the public agency, or-a,llbw the records to be inspected
or copied within a reasonable time. `J
27.2.2 If a contractor does not comply witththe public'agency's request for records,
the public agency shall enforce,the,co'ntract provisibr s in accordance with the
contract.
27.2.3A contractor who fails to provide the public records to the,public agency within
a reasonable time may be subject,ti' penalties under s. 119:10:x,•
27.3 CIVIL ACTION. t` �, <
27.3.1 If a civil action is filed against a cont�actorto compel production of public
records relating to a 'public agency's contractJor services, the court shall
assess and award against the contractor the reasonable costs of enforcement,
includingreer asonable attorney.�fees,yif: }
1. The court•determines that the.contractor uniawfully refused to comply with
the public recoras�request within a, reasonable.time; and
2. At',least 8 business days before filing the action, the plaintiff provided
written notice. of .theLpublic records request, including a statement that the
contractor has'not complied with the'r�equest, to the public agency and to the
%
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADOCa)MIAMIBEACHFL.GOV
PHONE: 305-673-7411
SECTION 28. INSPECTOR GENERAL AUDIT RIGHTS
28.1 Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City
has established the Office of the Inspector General which may, on a random basis,
perform reviews, audits, inspections and investigations on all City contracts,
throughout the duration of said contracts. This random audit is separate and distinct
from any other audit performed by or on behalf of the City.
28.2 The Office of the Inspector General is authorized to investigate City affairs
and empowered to review past, present and ,proposed City programs, accounts,
records, contracts and transactions. In addition,, the Inspector General has the
power to subpoena witnesses, administer,,oaths, require°the production of witnesses
and monitor City projects and programs. Monitoring of an. existing City project or
program may include a report concerning whether the`project is on time, within
budget and in conformance with the -contract documents an&applicable law. The
Inspector General shall have the power to audit, investigate, monitor, oversee,
inspect and review operations, activities\\performance and procurement process
including but not limited -to project d`es gn, �.bid�specifications,-.,(bid/proposal)
submittals, activities of Outfront-,.its officers,',agents and employees, lobbyists, City
staff and elected officials to ensure;compliance-with the contract documents and to
detect fraud and corruption. ,.Pursuant to,Section°2-378 of the City Code, the City is
allocating a percentage of its overall, -=annual contract\iexpenditures to fund the
activities and'operations of the 'Office of Inspector General.
28.3 Upon teri (�10)`days written�notiee''toti0utfront, Outfront shall make all
requested..records and>documents`availabie to the'Inspector General for inspection
and copying. The Inspector General,, is empowered to retain the services of
independent private sector-aud tors to,,audit, investigate, monitor, oversee, inspect
-and review�operatioiis activities, performance and procurement process including
but not limited to `project design,. bid_ 'specifications, (bid/proposal) submittals,
c activities of 'Outfront its officers, agents and employees, lobbyists, City staff and
elected officials to,ens4e compliance with the contract documents and to detect
fraud and corruption':\ :,N.
28.4,.The Inspector General 'shall have the right to inspect and copy all documents
and,` records in Outfront's possession, custody or control which in the Inspector
General'skle judgment, pertain to performance of the contract, including, but not
limited to original estimate files, change order estimate files, worksheets, proposals
and agreements from`and with successful subcontractors and suppliers, all project -
related correspondence, memoranda, instructions, financial documents,
construction documents, (bid/proposal) and contract documents, back -change
documents, all documents and records which involve cash, trade or volume
discounts, insurance proceeds, rebates, or dividends received, payroll and
personnel records and supporting documentation for the aforesaid documents and
records.
28.5 Outfront shall make available at its office at all reasonable times the records,
materials, and other evidence regarding the acquisition (bid preparation) and
performance of this Agreement, for examination, audit, or reproduction, until three
43
i
(3) years after final payment under this Agreement or for any longer period required
by statute or by other clauses of this Agreement. In addition:
j
If this Agreement is completely or partially terminated, Outfront shall make
available records relating to the work terminated until three (3) years after
any resulting final termination settlement; and
ii. Outfront shall make available records relating to appeals or to litigation or the
settlement of claims arising under or relating to this Agreement until such
appeals, litigation, or claims are finally resolved.
28.6 The provisions in this section shall apply; to Dutfront, its officers, agents,
employees, subcontractors and suppliers. Outfront,shall incorporate the provisions
in this section in all subcontracts and all other agreements executed by Outfront in
connection with the performance of this Agreement:, \-
28.7 Nothing in this section shall'impair any indepdndent right to the City to
conduct audits or investigative activities. The provisions of this•section are neither
intended nor shall they be construed tojmpose any liability oh.the�City by Outfront
or third parties.
29.1 To the extent that Oudronfi•'provides labor, supplies, or services under this
Agreement, Outfront shall`,comply`Whh-,Section,,44,8.095, Florida Statutes,
Employment Eligibility' (E -Verify Statute )� as may be amended from time to
time. Pursuant-to`the E;Verify Statute,,commencing.,pr January 1, 2021, Outfront
shall register with and 'use.the E -Verify system to verify the work authorization status
of all newly hired employees during the Term of the Agreement. Additionally,
Outfront shaW expressly require any�subcontractor performing work or providing
,servces-pursuant to the Agreement to likewise utilize the U.S. Department of
HomelandgSecurity's E Verify systern-to'verify the employment eligibility of all new
<employees'hired.,by the subcontractor during the contract Term. If Outfront enters
•...into a contract with an 'approved subcontractor, the subcontractor must provide
"Outfront with an affidavit stating that the subcontractor does not employ, contract
with, or subcontract with an unauthorized alien. Outfront shall maintain a copy of
such affidavit for they duration of the Agreement or such other extended period as
may be required under this Agreement.
29.2 TERMINATION RIGHTS.
29.2.1 If the bity,has,a good faith belief that Outfront has knowingly violated Section
448.09(1);�Florida Statutes, which prohibits any person from knowingly
employing, hiring, recruiting, or referring an alien who is not duly authorized
to work by the immigration laws or the Attorney General of the United States,
the City shall terminate this Agreement with Outfront for cause, and the City
shall thereafter have or owe no further obligation or liability to Outfront.
29.2.2 If the City has a good faith belief that a subcontractor has knowingly violated
the foregoing Subsection 29.1, but Outfront otherwise complied with such
subsection, the City will promptly notify Outfront and order Outfront to
immediately terminate the Agreement with the subcontractor. Outfront's
failure to terminate a subcontractor shall be an event of default under this
Agreement, entitling City to terminate Outfront's contract for cause.
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29.2.3 A contract terminated under the foregoing Subsection 29.2.1 or 29.2.2 is not
in breach of contract and may not be considered as such.
29.2.4 The City or Outfront or a subcontractor may file an action with the Circuit or
County Court to challenge a termination under the foregoing Subsection
29.2.1 or 29.2.2 no later than 20 calendar days after the date on which the
contract was terminated.
29.2.5 If the City terminates the Agreement with Outfront under the foregoing
Subsection 29.2.1, Outfront may not be awarded a public contract for at least
1 year after the date of termination of this Agreement.
29.2.6 Outfront is liable for any additional costs incurred by the City as a result of
the termination of this Agreement under this,Section 29.
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IN WITNESS WHEREOF, the parties hereto i,hav6,.caused their names to be
signed and their seals to be affixed, all as of. the' day 'and year first above written,
indicating their Agreement.
Attest: ` , CITY OF MIAMI BEACH, FLORIDA
*\ i
City Clerk
Date: r—
. 4` Mayor �.
f
i
Attest: r j OUTFRONT MEDIA GROUP, LLC
Print Name and Title
and Title
Date:
Print Name
N-1
PROPOSAL DOCUMENTS
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EXHIBIT A
SITE SITES
LIST AND LOCATIONS OF EXISTING CLEAR CHANNEL SHELTERS AND BUS BENCHES:
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EXHIBIT B
PROJECT SCHEDULE
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EXHIBIT B-1
PHASE 1
Agreement Phase 1:
1. Transfer of ownership of the Existing Bus Shelters and Benches from the City to
Outfront;
2. operate/maintain/Existing Bus Shelters and Benches;
3. sell advertisement on the Existing Bus Shelters;
4. Duration of Phase 1: it commences with the Commencement Date and expires upon they
commencement of Phase 2 of the Program; and
5. Revenue share to the City during Phase 1 shall be: revenue share payments equal to
30% of Gross Receipts plus the quarterly MG payment set forth in Section 6.1 of the
Agreement; however Outfront shall not remit a quarterly MG payment for the first quarter
of the first Contract Year.
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EXHIBIT B-2
PHASE 2
Agreement Phase 2:
1. Within six (6) months from the Commencement Date of the Agreement, secure approval',
from the City Manager or Contract Manager and any governmental approvals for the
design and installation of the new digital Display Panels and other Street Furniture;
2. Within 18 months from the Commencement Date, secure approval of design for the newt
Bus Shelters and Other Street Furniture from the City Manager, City Commission and all
governmental approval required for the administratively approved design, unless such
period is extended pursuant to Section 5.7 of the Agreement;
3., If desired by Outfront, swapping desired quantity of the static advertising Display Panels
(up to 40 sites) on the Existing Bus Shelters with digital Display Panels;
4. Commence installation of Other Street Furniture;
5. Continue to operate, maintain and sell advertising on the Existing Bus Shelters;
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6. Revenue share to the City during Phase 2 shall be equal to 10% of Gross Receipts plus
the quarterly MG payment set forth in Section 6.1 of the Agreement; and
7. Duration of Phase 2: commences as soon as Outfront has purchased all 40 digital
Display Panels and Outfront commences to install, at existing sites of the Existing Bus
Shelters, digital advertising Display Panels and terminates when deployment of digital
Display Panels at 40 sites is completed.
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EXHIBIT B-3
PHASE 3
Agreement Phase 3:
1. Secure approval from the City Manager of prototype for the new Bus Shelter Structures
prior to proceeding with installation of any new Bus Shelter Structures;
2. Manufacture/construct/install/operate/maintain new Bus Shelters and Other Street
Furniture;
3. Continue to sell advertisement on the Existing Bus Shelters and new Bus Shelters;
4. Remove all Existing Bus Shelters and Benches;
5. Revenue sharing to the City during Phase 3 shall be equal to 10% of Gross Receipts
plus the quarterly MG payment set forth in Section 6.1 of the Agreement; and
6. Duration of Phase 3: commences upon securing all requisite approvals for the design of
new Bus Shelters and expires when the full deployment of all new Program Bus Shelters
is complete; however, not to exceed four (4) years from securing such design approvals!
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EXHIBIT B-4
PHASE 4
Agreement Phase 4:
1. Operate/maintain new Bus Shelters and Other Street Furniture;
2. Sell advertisement on Display Panels of new Bus Shelters;
3. Revenue share to the City during Phase 4 shall be equal to 20% of Gross Receipts plus
the quarterly MG payment set forth in Section 6.1 of the Agreement; and
4. Duration of Phase 4: commences when full deployment of new Bus Shelters is
completed and terminates at the time the Agreement expires or is otherwise terminated
pursuant to the terms of the Agreement.
EXHIBIT C
CAPITAL BUDGET
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