Clear Channel Adshel, Inc. Agreement 7 ` 99a,
AMENDMENT NO. 1 TO THE AGREEMENT BETWEEN THE CITY OF MIAMI BEACH,
FLORIDA AND CLEAR CHANNEL ADSHEL, INC. TO CONSTRUCT, OPERATE AND
MAINTAIN BUS SHELTERS STRUCTURES AND OTHER STREET FURNITURE
THROUGHOUT THE CITY, PURSUANT TO CITY OF MIAMI BEACH REQUEST FOR
PROPOSALS NO. 107 -99/00
This Amendment No. 1 " "Amendment"), Amendment is made and executed as of this o2 Od ay ( ), of
:5 gfcwr,#&X , 2011 (the "Effective Date "), by and between the CITY. OF MIAMI BEACH,
FLORIDA, a municipal corporation organized and existing under the laws of the State of Florida
(the "City "), and CLEAR CHANNEL ADSHEL, INC., a New York corporation, whose principal
place of business is located at 780 Third Avenue, New York, New York 10017 (the
"Contractor").
RECITALS:
WHEREAS, the parties entered into that certain Agreement Between the City of Miami
Beach, Florida and Clear Channel Adshel, Inc. to Construct, Operate and Maintain Bus Shelter
Structures and Other Street Furniture Throughout the City, Pursuant to City of Miami Beach
Request For Proposals No. 107- 99/00, dated October 17, 2001 (the "Agreement "); and
WHEREAS, the initial Term of the Agreement expires on October 31, 2011, and the
parties hereby wish to extend the Term and amend the Agreement in accordance with the terms
set forth herein.
NOW THEREFORE, in consideration of the mutual promises and conditions contained
herein, and other good and valuable consideration, the sufficiency of which' is hereby
acknowledged, City and Contractor hereby agree as follows:
1. The above Recitals are true and correct and incorporated herein by reference.
2. Upon written request by the City, the Contractor shall submit an LCD Bus
Shelter(s) Proposal (as defined herein) to the City Manager within 120 days.
3. Section 1 of the Agreement, entitled "Definitions," shall add the following
definition for "LCD Bus Shelter(s) Proposal ":
. 1.14 "LCD Bus Shelter(s) Proposal" shall mean a detailed written
proposal submitted to the City by Contractor, at its sole cost and expense,
detailing Contractor's plan for the design and development or conversion (as the
case may be), fabrication, installation, operation, and maintenance of Bus
Shelters using LCD technology and shall, at a minimum, include the following
information:
(i) number of new and /or number of existing Bus Shelters to be
developed or converted (as the case may be);
(ii) sample' photos of existing bus shelters that use LCD technology
that Contractor has developed and installed in other iurisdictions,
as well as accompanying summary of how such programs have
worked;
artist's rendering(s) or conceptual drawing(s) showing, in sufficient
detail, what the proposed Bus Shelters will look like;
iv photos, - renderings, and /or conceptual drawings showing what the
interactive digital advertising display panels will look like, and how
they are intended to work;
summary of proposed uses for interactive display panels (i.e.
digital advertising; games; etc.), with emphasis on any proposed
"public uses (i.e. including, without limitation, public programming
and _public information related to, for example, transit operations,
Public safety, events, maps and routes, etc.);
vi technical specifications and requirements for operation of
interactive display panels, including, without limitation, any
additional hardware or support technology required to be added to
or affixed to the Shelters to operate and power such panels;
power source requirements;
viii preliminary timeline and schedule for development and /or
conversion, outlining project milestones from commencement of
design through final completion and activation (Note: Contractor's
proposal should take into account development and /or conversion
of a minimum of ten (10) Bus Shelters); and
ix Contractor proposed project costs /capital investment (Note: As
required in the October 17, 2001 Agreement between City and
Contractor, Contractor shall be solely responsible, and shall
assume all costs, for development,- fabrication, installation,
operation, and maintenance of the Bus Shelters).
4. Section 7 of the Agreement, entitled "Term," is hereby amended as follows:
This Agreement shall be for an initial term of t eR (10) years, commencing
on November 1 , 2001, and terminating on October 31 , 2011,_ 6 ,r,le _earli
term -s here provided At the end of the term ths gFeem�
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as its sole eption and diSGFetien may, after the initial ten (10) year , eleG
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. At the end
of the initial term, and in consideration of the additional terms and conditions
contained in this Amendment, the City and Contractor agree that the Agreement
shall be renewed for a term of five (5) years, commencing on November 1, 2011,
and ending on October 31, 2016, unless earlier terminated, as herein provided
(the "First Renewal Term "). The City Commission, at its sole option and
discretion, may elect to renew the Agreement for an additional five (5) year term,
(the Second Renewal Term), by providing written notice to Contractor no less
than 120 days prior to the end of the First Renewal Term:
5. Section 8.1 of the Agreement is amended as follows:
8.1 In addition to erecting, installing, operating, and maintaining the
Bus Shelters and /or Street Furniture contemplated by this Agreement, at its sole
cost and expense, and at no cost to the City, Contractor shall also pay to the
City, on a quarterly basis, a Minimum Annual Guarantee as follows:
Year 1 : $ 60,000 plus ten percent (10 %) Net Revenue Sharingi
Year 2 : $120,000 plus ten percent (10 %) Net Revenue Sharing,
2
Year 3 : $120,000 plus ten percent (10 %) Net Revenue Sharingi
Year 4 : $120,000 plus fifteen percent (15 %) Net Revenue Sharing
Year 5 : $120,000 plus fifteen percent (15 %) Net Revenue Sharing,
Year 6 : $120,000 plus twenty percent (20 %) Net Revenue Sharingi
Year 7 . $120,000 plus twenty percent (20 %) Net Revenue Sharingi
Year 8 : $240,000 plus twenty percent (20 %) Net Revenue Sharingi
Year 9 : $240,000 plus twenty percent (20 %) Net Revenue Sharing,
Year 10 : $ 49 plus twenty ntyh percent_ (2G�1 %) Net
Revenue Sharing -ate
Years 11 -15: 0 - 10 , 000 260,000 plus twe thirty five percent (2 Net
Revenue Sharing; and
Years 16 -20: $260,000 plus thirty five percent (35 %) Net Revenue Sharing_
For purposes of this Section 8 , Contractor's Net Revenues shall be
defined as its Gross Revenues less only a fifteen percent (15 %) deduction of
gross revenue agency fee, which Contractor herein represents as the standard in
the industry paid to a third party for selling costs. In the event that-the industry
standard is Less than fifteen percent (15 %), this Agreement shall be automatically
amended to reflect such change (and the new percentage).
The- City shall receive each payment no later than the twenty fifth (25 th )
day of the month succeeding the close of the quarter. The Contractor shall
include with each payment, a statement of its advertising revenues from the sale
of advertising, for the quarter applicable to the payment. Said statements shall
be in a form acceptable to the City Manager or his designee. Any payment which
Contractor is required to make to City which is not paid on or before the
respective date provided for in this Agreement shall be subject to interest at the
rate of twelve percent (12 %) ' per annum or the highest rate permitted under
Florida law (whichever is greater) from the due date of payment until such time
as payment is actually received by the City. It is also understood that any
required Florida State Sales and Use Tax(es), as applicable, shall be added to
the Minimum Annual Guarantee payments, as set forth above, and forwarded to
the City as part of said payment. It is the City's intent that it is to receive the
Minimum Annual Guarantees as net, free and clear of all costs and charges
arising from or relating to Contractor's obligations pursuant to this Agreement.
6. Exhibit "A" of the October 17 2001 Agreement between City and Contractor is
deleted in its entirety and replaced with a new, updated Exhibit "A," which Exhibit "A" is attached
and incorporated as Exhibit No. 1 to this Amendment.
7. All references to the "South Florida Building Code" in the Agreement are hereby
amended to refer to the "Florida Building Code." In the event that, during the Term of the
Agreement, the requirements of the Florida Building Code are no longer applicable to the City of
Miami Beach, or have been superceded by a subsequent successor authority, then all
references in the Agreement to the "Florida Building Code" shall be deemed to refer to such
successor authority having jurisdiction in the City, without any further amendment required
herein.
8. Except as amended herein, all other terms and conditions of the Agreement shall
remain unchanged and in full force and effect.
3
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WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto
as of the day and year first above written.
ATTEST: CITY OF MIAMI BEACH, FLORIDA
i
City Clerk IV�ayor�
day of y BeTL, 2011.
INCORP
ORATED:
• CLEAR IN EL SHEL, INC.
�
ATTEST: H 26
Presiden
L Secretary
Print Name
day of i I�M���, 2 011.
APPROVED AS TO
FORM.& LANGUAGE
& FOR EXECUTION
t ney Dat
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City of Miami Beach - EXHIBIT - #1
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1 2718 Alton Rd WS 5ft W/0 19 St F/N
2 2720 Dade Blvd. S /S' 10' W/0 Purdy Avenue
3 2724 Alton Road W/S 60' S/0 Lincoln Road
4 2728 Alton Rd ES 50 ft. N/0 16 Street F/S
5 2730 Alton Road E/S 20 ft. N/0 15 Street .
6 2732 Alton Road E/S 5.0 ft. N/0 14 Street
7 2734 Alton Road W/S 50 ft. N/0 14 Street
8 2736 Alton Road E/S 75 ft N/0 11 Street
9 2738 Alton Road E/S 70 ft N/0 10 Street
10 2740 Alton Road W/S N/0 8 Street
11 2742 Alton Road E/S N/0 8 Street
12 2745 West Av WS 10 ft N/O 9th Street F/N
13 2746 Mac Arthur Cswy NS 250ft W/O Bridge Rd'.F, /E
14 2748 MacArthur Cswy SS 115 ft E/O Terminal Isle
15 2754 Alton Road E/S 20'S/0 2 Street
16 2758 5 Street SS 50 ft. W/O Lenox Ave
17 2760 5 Street NS 45 ft W/O Lenox Av
18 2762 5th Street N/S E/O Michigan Avenue
19 2764 5th Street S/S E/0 Michigan Avenue
20 2768 5th Street N/S 44 ft. W10 Meridian Avenue
21 2772 Washington Av WS 50 ft. N/0 5 Street
22 2774 Washington Av ES N/O 5th Street
2.3 2776 Washington Av / 7 Street ES
24 2778 Washington Av / 7 Street WS
25 2780 Washington Av / 11 Street (PRIORITY)
r
City of Miami Beach - EXHI BIT #1
7777777777:7-777777777777777777777777777=, ..........
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Location ,; }
26 2782 Washington Ave W/S 71' N. /O 13 Street
27 2784 Washington Ave W/S 45 N/0 14 Street
.28 2788 Washington Ave W/S 200' N/0 16 Street
29 2790 Washington Av WS 50ft S/0 17Th St F/N
30 2792 Washington Av WS 45ft N/0 18Th St F/N
31 2794 Washington Av ES 25ft N/0 18th St F/S
32 2796 Washington Av WS 40ft N/0 21 St F/N
33 2798 Dade Blvd. N/S 10' 300' E/0 Washington
34 2800 17 St NS 200ft W/O Washington Av F/E
35 2802 17 St SS 63ft W /OWashington Av F/W
36 2804 17 St NS 20ft E/O Convention Center Dr F/E
37 2806 17 St SS 40ft W/O Pennsylvania Av F/W
38 2808 17 St NS 65ft W/O Meridian Av F/E
39 2814 Collins Avenue WS N/0 18 Street (NEW)
40 2816 Collins Av ES 60ft S. /O 22 St F/N
41 2818 Collins Avenue E/S 30' N/0 21st Street
42 2824 Collins Avenue N/0 24 Street ES
43 2826 Indian -Creek Drive W/S 200' S/0 41 Street
44 2828 Indian Creek WS 10' S/0 29 Street
45 28.30 Indian Creek Drive W/S 50' S/0 43 Street
46 2832 Collins Av WS 40 ft. S/0 44 St F/N
47 2836 Collins Av WS 25 ft. S/0 45 St F/N
48 2838 Collins Av ES 300 ft N/O 47 St F/S
49 2840 Pine Tree Dr ES 50ft N/0 24 St F/S
50 2842 Pine Tree Dr WS 40ft N/0 24 St F/N
51 2844 Collins Avenue E/S 20' N/0 35 Street
City of Miami Beach - EXHIBIT #1
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�Locati -
52 2848 Collins Av WS 200 ft. N/0 47 St F/N
53. 2858 Collins Av ES 2ft N/0 54 St F/S
54 2864 Collins Avenue ES S/0 59 Street
55 2866 Collins Av ES 200ft S/0 65 St F/S
56 2868 Collins Av ES 25ft S/0 69 St F/S
57 2870 Collins Av ES 80ft N/0 75 St F/S
58 2872 Collins Av ES 20ft N/0 79 St F/S
59 2874 Collins Av ES 20ft N/0 83 St F/S
60 2876 Collins Avenue / 87 Street
61 2878 Harding Av WS 50 ft. S/0 75 St F/N
62 2880 Harding Av WS 20 ft. N/0 72 St F/N
63 2882 71 St NS 50ft E/O Dickens Av F/E
64 2886 Normandy Dr NS 50ft E/O Rue Versailles F/E
65 2888 Normandy Dr NS 35ft W/O Trouville Esplanade F/E
66 2890. Normandy Dr NS 75ft E/O West Bay Rd F/E
67 2892 71 St SS 60ft E/0 Bearritz Dr F/W
68 2894 71 St SS 70ft E/0 Trouville Esplanade F/W
69 2896 71 St SS 50ft E/0 Rue Versailles F/W
70 2898 71 St SS 85ft E/0 East Bay Dr F/W
71 2902 Abbot Av/ Indian Creek
72 2904 Pine Tree Dr WS 25 ft N/O 47 St
73 2908 41 St. N/S 110' W/0 Prarie Ave
74 2910 41 Street N/S 10' E/O Alton Road.
75 2912. Alton Road E/S 75' N/0 41 Street
76 2914 Alton Road WS 45 ft. N/0 North Bay Road
77 2916 Collins Av ES 50 ft N/0 72 St
c ,
City of - Miami Beach. -EXHIBIT #1
1 # s Shelter # s
u
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ocat�on
78 2958 41. Street S/S 140' W/0 Prairie Ave
79 3200 Mac Arthur Cswy NS 75ft W/O Palm Island F/E
80 3250 Washington Ave W/S 60' N/0 9th Street (replacement for 2780)
81 3270 17 Street W/O Lenox Avenue (NEW)
82 3290 Pine Tree W/S 20' N/0 25 Street (NEW)
83 3300 Collins Avenue N/0 24 Street WS (NEW)
84 3310 Sheridan Av 100 ft N/0 26 Street
85 3320 Indian Creek Drive N/0 37 Street (NEW)
86 3326 Collins Av ES 29 ft. N/0 28 Street
87 3340 Pine Tree ES 39 ft. S/0 51 Street
88 3370 Indian Creek W/S N/O 65 Street -HIGH PRIORITY (NEW)
89 3394 Collins Av ES S/0 77 Street (NEW)
90 3400 Collins Ave ES' N/0 81 St F/S
91 3410 Collins Av ES / 85 Street (NEW)
92 3420 8638 Harding Av / 86 St (Stella Maris House) (NEW)
93 3430 77 Street SS E/O Carlyle
94 2750/51/52/53 Alton Road W/S 100' S/0 2 Street (DOUBLE SHELTER - 2 AD BOXES)
95 3258/59/60/61 Lincoln Road SS E/O Washington Av (2 boxes -4 faces)
96 3276/77/78/79 20 Street E/0 Bay Road (front of Publix) (four ad boxes)
97 3284/85 Venetian Cwy N/S W/O Island Avenue
98 3286/87 Venetian Cwy S/S W/O Island Avenue
99 3380/81/82 Abbot Av WS 160 ft. N/0 69 Street (2 boxes - 3 faces)
100 2860 Collins Av ES /100 ft. N/0 56 Street