HomeMy WebLinkAbout2001-24650 RESO
RESOLUTION
2001-24650
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF
THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE
MAYOR AND CITY CLERK TO ENTER INTO AN AGREEMENT
WITH THE FIRM OF ADSHEL/CLEAR CHANNEL, REGARDING
REQUEST FOR PROPOSALS (RFP), NO. 107-99/00 FOR THE
PLACEMENT OF BUS SHELTER STRUCTURES AND OTHER
STREET FURNITURE ON THE PUBLIC RIGHT-OF-WAY, IN
WHICH ADSHEL/CLEAR CHANNEL GUARANTEES REVENUE TO
THE CITY, IN THE AMOUNT OF $1,500,000, FOR THE INITIAL
TEN YEAR PERIOD OF THE AGREEMENT, AND $1,200,000 FOR
THE FIVE YEAR EXTENSION, IN ADDITION TO AN
ESCALATING PERCENTAGE OF ADVERTISING REVENUE
SHARING FROM 10% TO 25% THROUGH THE LIFE OF THE
AGREEMENT.
WHEREAS, on September 27, 2000 the Mayor and City Commission authorized the
issuance ofRFP No. 1 07-99/00 for bus shelters and street furniture and, on December 12, 2000,
responses to the RFP were received from three firms: Adshe1/C1ear Channel; Infinity Outdoor,
Inc.; and Gateway Outdoor Advertising; and
WHEREAS, an Evaluation Committee was appointed by the City Manager consisting
of five members from the community and City staff; and
WHEREAS, the Evaluation Committee met on March 9, 2001 to receive presentations
from the three proposers, and subsequently met to discuss and evaluate each proposer; and
WHEREAS, the evaluation was based on the following criteria: experience and
qualifications of the proposer; experience and qualifications of the project team; quality and
comprehensiveness of the maintenance program; revenue sharing proposal; and methodology and
approach; and
WHEREAS, each category was rated by each member of the Evaluation Committee on
a one to five scale, with one being the worst and five being the best; and
WHEREAS, the Evaluation Committee ranked the three firms as follows: Adshel/Clear
Channel, ranked No.1 with a total of 117 points; Infinity Outdoor, Inc., ranked No.2 with a total
of 100 points; and Gateway Outdoor Advertising, ranked No, 3 with a total of96 points; and
WHEREAS, on March 28, 2001, the Mayor and City Commission, authorized the
Administration to enter into an Agreement with the firm of Adshe1/C1ear Channel pursuant to
RFP No. 107-99/00 for bus shelters and street furniture; and
WHEREAS, the Administration has negotiated an Agreement with the firm of
AdshelClear Channel for the Placement of Bus Shelter Structures and Other Street Furniture, and
recommends the Mayor and City Commission approve award of the Agreement to Adshel/Clear
Channel.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission authorizes the Mayor and City Clerk to execute an Agreement with the firm of
Ashel/Clear Channel, substantially in the form attached hereto as Exhibit "A", with regard to
Request for Proposals (RFP), no. 107-99100 for the Placement of Bus Shelter Structures and
Other Street Furniture on the public right-of-way, in which AdshellClear Channel guarantees
revenue to the City, in the amount of $1 ,500,000, for the initial ten year period of the Agreement,
and $1,200,000 for the five year extension, in addition to an escalating percentage of advertising
revenue sharing from 10% to 25% through the life of the Agreement.
PASSED and ADOPTED this 17th day of October 2001
AYOR
ATTEST:
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CITY CLERK
APPRCM5DAl1O
FORM &L.AHGJ....
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CITY OF MIAMI BEACH m
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COMMISSION MEMORANDUM
TO:
Mayor Neisen O. Kasdin and
Members ofthe City Commission
DATE: October 17, 2001
FROM:
Jorge M. Gonzalez \. ^ /
City Manager 0 ,vv 0
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, AUTHORIZING THE MAYOR AND CITY CLERK
TO ENTER INTO AN AGREEMENT WITH THE FIRM OF ADSHELICLEAR
CHANNEL, REGARDING REQUEST FOR PROPOSALS (RFP), NO. 107-99/00
FOR THE PLACEMENT OF BUS SHELTER STRUCTURES AND OTHER
STREET FURNITURE ON THE PUBLIC RIGHT-OF-WAY, IN WHICH
ADSHEL/CLEAR CHANNEL GUARANTEES REVENUE TO THE CITY, IN THE
AMOUNT OF $1,500,000, FOR THE INITIAL TEN YEAR PERIOD OF THE
AGREEMENT, AND $1,200,000 FOR THE FIVE YEAR EXTENSION, IN
ADDITION TO AN ESCALATING PERCENTAGE OF ADVERTISING REVENUE
SHARING FROM 10% TO 25% THROUGH THE LIFE OF THE AGREEMENT.
ADMINISTRATION RECOMMENDATION:
Adopt the Resolution, Proceeds from the Agreement will be placed in the General Revenue Fund.
ANALYSIS:
On September 27, 2000 the City Commission authorized issuing Request for Proposals (RFP) No. 107-
99/00 for the Placement of Bus Shelter Structures and Other Street Furniture on the Public Right-of-Way.
The proposals were to include bus shelters as well as other street furniture such as trash receptacles, bus
benches, bicycle racks, informational and directory structures, Internet Stations, etc. as recommended by
the Finance and Citywide Committee, On December 12, 2000, responses to the RFP were received from
three firms, Adshel, Infinity Outdoor, Inc. and Gateway Outdoor Advertising.
An evaluation committee was appointed by the City Manager consisting of five members from the
community and City staff. The Committee met on March 9,2001 to receive presentations from the three
proposers and subsequently met to discuss and evaluate each proposer,
AGENDA ITEM
DATE
1<76-
1 ~-17-tJ1
Commission Memorandum
October 17, 2001
Bus Shelters and Street Furniture Agreement Award
Page 2
Adshel/Clear Channel (Adshel) was ranked No.1 with a total of 117 points; Infinity Outdoor, Inc. was
ranked No.2 with a total of 100 points; and Gateway Outdoor Advertising was ranked No.3 with a total
of 96 points. Adshel was selected as No, I because the Committee found them to be the most responsive
to the overall program included in the RFP; their experience and qualifications in programs similar to the
City of Miami Beach program was more extensive and varied than the other proposers, with international
installations in cities such as Singapore, London and others; their financial strength was also deemed
superior in view of their multi-national, multi-faceted nature and their $3 billion in revenue in their latest
financial statement provided for the year 1999; and their investment plan as well as their maintenance and
service programs.
The evaluation committee recommended the firm of Adshel to the City Manager for negotiation of an
Agreement. The committee also discussed the designs of the different components in the proposal by the
number-one ranked firm, Adshel, and made recommendations to the City Manager on the preferred design
The selected designs, as well as other proposed designs, were presented to the City Commission at the
meeting of March 28,2001 where the Mayor and City Commission approved entering negotiations with
the number-one ranked firm of Adshel.
Adshel commits in the Agreement, to provide the City with Bus Shelters, Bus Benches, Directory
Structures, Multi Purpose Pillars, Internet Network Stations, Newsracks, Bicycle Racks, Bicycles Rental
Stands, and Waste Receptacles by the end of the first three years of the Agreement (Attachment No.1).
Throughout the life ofthe Agreement, Adshel commits to a complete and thorough maintenance program
of all Street Furniture provided under the Agreement. Adshel estimates the capital investment for all items
in the Street Furniture Program to be over $5,000,000 for the life of the Agreement (Attachment No.2).
The design of the components of the Agreements will be presented to the Design Review staff or to the
Design Review Board, whichever is required. In addition, the City's Planning Department and Public
Works Department will approve the location and placement of each of the components on an individual
basis and appropriate permits will be required for each installation. The Administration is also exploring
the appointment of a Citizens and Business Advisory Committee, which will review the design and
placement of the Bus Shelters and other Street Furniture with City staff and advise on locations which will
be compatible with the surrounding environment.
Adshel also commits in the Agreement, to guarantee revenue to the City, in the amount of $1 ,500,000, for
the first ten years of the program, exclusive of advertising revenue sharing. Adshel also guarantees another
$1,200,000 to the City for the five year proposed extension to the Agreement. Advertising will be allowed
only on the Bus Shelters, the Directory Structures, and the Multi Purpose Pillars. In addition, there will be
advertising revenue sharing based on an escalating percentage. The following table provides some detail
on the extent of their financial commitment.
$ 60,000 plus ten percent (10%) Net Revenue Sharing;
$120,000 plus ten percent (10%) Net Revenue Sharing;
$120,000 plus ten percent (10%) Net Revenue Sharing;
$120,000 plus fifteen percent (15%) Net Revenue Sharing;
$120,000 plus fifteen percent (15%) Net Revenue Sharing
Year 1:
Year 2:
Year 3:
Year 4:
Year 5:
Commission Memorandum
October 17, 2001
Bus Shelters and Street Furniture Agreement Award
Page 3
Year 6:
Year 7:
Year 8:
Year 9:
Year 10:
Years II to 15:
$120,000 plus twenty percent (20%) Net Revenue Sharing
$120,000 plus twenty percent (20%) Net Revenue Sharing
$240,000 plus twenty percent (20%) Net Revenue Sharing
$240,000 plus twenty percent (20%) Net Revenue Sharing
$240,000 plus twenty percent (20%) Net Revenue Sharing
$240,000 plus twenty-five (25%) Net Revenue Sharing
Adshel's projections would provide minimum payments to the City in excess of $6,000,000, for the first
ten years of the program, and another $6,000,000 for the five years extension, based on their estimated
advertising revenue and the percentage of revenue sharing.. Being an international firm with revenues of
close to $3,000,000,000 for fiscal year 1999, Adshel can secure advertising from all sources, including local
as well as national and international corporations and businesses, During the Evaluation Committee
review, they stated that their projections are conservative and that their expectations over the life of the
Agreement are higher than what is included in their proposal. This financial commitment is more extensive
and more encompassing than that of the other proposers, which did not respond with a complete program
of Street Furniture as requested in the RFP. The revenue projections by Adshel already take into account
their capital investment in the Street Furniture (Attachment No.3)
Finally, Adshel commits to provide the City with a team of management, operations and sales professionals
that will insure maximization of the Street Furniture Program quality and revenue creation. The team will
consist of Program Managers, Maintenance and Operations staff and Sales staff exclusively assigned to the
City of Miami Beach (Attachment No.4),
Based on their presentations to the City, the recommendation of the evaluation committee, and the
proposed capital investment and revenue sharing program, the Administration recommends that the Mayor
and City Commission approve the Agreement for Bus Shelter Structures and Other Street Furniture with
the firm of Adshel/Clear Channel.
JMG
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Attachments
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 Throu~hout the City. Pursuant to City
of Miami Beach Request For Proposals No. 107-99/00
THIS AGREEMENT is made this tll~ay of October, 2001, by and between
the CITY OF MIAMI BEACH, a municipal corporation of the State of Florida ("City"),
and CLEAR CHANNEL ADSHEL INC" a New York Corporation, whose principal
place of business is located at 780 Third Avenue, New York City, New York 10017
("Contractor").
RECITALS
WHEREAS, the Contractor is the successful proposer in response to City of
Miami Beach Request for Proposals No. 107-99/00 entitled, "The Placement of Bus
Shelter Structures and Other Street Furniture"; and
WHEREAS, accordingly, the City and Contractor have negotiated the foregoing
Agreement wherein the City agrees to allow Contractor the exclusive right to install Bus
Shelter Structures and Other Street Furniture.
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 Contractor hereby agree as follows:
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SECTION 1 DEFINITIONS
1.1. "Bus Shelter" shall mean any structure provided under the Agreement for
the use of the public, and that in any manner is connected with the public streets or
sidewalks within the City or within City properties.
1.2, "City" shall mean the City of Miami Beach, a Florida municipal
corporation having its principal offices at 1700 Convention Center Drive, Miami Beach,
Florida 33139.
1.3. "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, but not limited to, a Construction Manager or the City's Project Coordinator,
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 Contractor).
1.4. "City's Project Coordinator" 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.
1.5. "Contract Amendment" shall mean the written amendment to the
Agreement and signed by the City's duly authorized representative, authorizing a change
in a scope or the method and manner of performance thereof, or an adjustment in the fees
or completion dates, as applicable. Contract Amendments shall be approved by the City
Commission if they exceed Twenty-Five Thousand Dollars and 00/100 ($25,000.00), or
by the City Manager if they are Twenty-Five Thousand Dollars and 00/100 ($25,000.00)
or less in amount (or such other amount as may be specified by the City of Miami Beach
Code, in its Procurement Ordinance, as same may be amended from time to time). Even
for Contract Amendments for less than Twenty-Five Thousand Dollars and 00/100
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($25,000.00) the City Manager shall retain the right to seek and obtain concurrence of the
City Commission for approval of any such Contract Amendments.
1.6. "Contractor" shall mean Clear Channel Adshel, Inc., a New York
corporation, having its principal place of business at 780 Third Avenue, New York, New
York 10017. When the term "Contractor" is used in this Agreement, it shall be deemed to
include any subconsultants, subcontractors, and any other person or entity acting under
the direction or control of Contractor.
1.7. "Department" shall mean the Public Works Department of the City of
Miami Beach.
1.8. "Director" shall mean the Director of the Public Works Department of the
City of Miami Beach, or the Director's designee.
1.9. "Force Majeure" shall mean any delay occasioned by superior or
irresistible force occasioned by violence in nature without the interference of human
agency such as hurricanes, tornadoes, flood and loss caused by fire and other similar
unavoidable casualties. Changes in federal, state or local laws, ordinances, codes or
regulations, enacted after the date of this Agreement and having a substantial impact on
the scope of work contemplated herein, or other causes beyond the parties control or by
any other such causes which the Contractor and the City decide in writing justify the
delay. Provided, however, that market conditions, labor conditions, construction industry
price trends and similar matters which normally impact on the bidding process shall not
be considered a Force Majeure.
1.10 "Proposal Documents" shall mean Request for Proposals No. 107-99/00
entitled, "The Placement of Bus Shelter Structures and Other Street Furniture" issued by
the City in contemplation of this Agreement, together with all amendments thereto, if
any, and the Contractor's proposal in response thereto (Proposal), which is incorporated
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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.
1.11. "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).
1.12. "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.
1.l3. "Street Furniture" shall mean any of the other items included in this
Agreement, including, but not limited to, waste receptacles, bicycle racks, bus benches,
directory structures, newsracks, multi-purpose pillars, Internet network stations, bicycle
rental stands, newsstands, automatic public toilets, public telephone booths, clocks.
SECTION 2 SCOPE OF SERVICES
2.1. Generallv
Contractor shall erect, install, operate and maintain, at its sole cost and
expense, and at no cost to the City, the Bus Shelter(s) and Street Furniture set forth in
Exhibit "A", attached hereto and incorporated herein and as described in the Build-out
and Installation section (pp 33-34) of Contractor's proposal submission.
2.2. The Bus Shelter(s) and Street Furniture set forth in Exhibit "A", shall be
erected, installed, operated, and maintained, in the locations identified in Exhibit" A", and
as mutually agreed between the City and Contractor. Contractor shall not erect, install,
operate, and maintain additional Bus Shelter(s) and Street Furniture, nor identify
additional or alternate locations for same, without first obtaining the prior written
authorization of the City Manager or his designee.
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2.3. Contractor, at its sole cost and expense shall remove and replace, and
thereafter erect, install, and maintain one hundred and seven (107) existing Bus Shelters
throughout the City, with the new Shelter structures, in the design to be selected and
approved by the City, as provided in this Agreement. The locations of said Bus Shelters
are set forth in Exhibit "A" hereto.
2.4. The new Bus Shelter design(s) shall be subject to approval by the City of
Miami Beach Design Review Board (DRB) and/or the Historic Preservation Board
(HPB), as determined by the City's Planning Department staff. Contractor shall bear all
costs of presentation to the Board(s), and shall become familiar with the requirements of
submittal to the Board(s). The Bus Shelters shall, at a minimum, contain bus route
information and route maps integrated to the design of the structures.
2.5. In addition to the Bus Shelters identified in subsection 2.3. above,
Contractor and City shall mutually cooperate to seek and identify suitable sites for
placement of as many new Bus Shelters as are possible to place, and as will be allowed
by the Miami-Dade Transit Authority in accordance to its bus stop placement
requirements. The location of all new Shelters will be determined by the City.
2.6. Contractor shall be solely responsible and at its sole cost and expense,
shall obtain all necessary and required permits, approvals, agreements, easements, and
any other instrument( s) necessary to establish clear legal right to enter upon the selected
sites; make required preparations and/or alterations thereto; and to install and maintain
the Bus Shelters throughout the term of this Agreement.
2.7. Contractor shall provide bus benches (i.e. Street Furniture) at all bus stop
locations where Bus Shelters cannot be placed. The number of bus benches required
shall not exceed 180 and shall be located at bus stops within the City of Miami Beach
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and in accordance, with Exhibit "A". Bus stop locations shall be as established by the
Miami-Dade Transit Authority (MDT A) latest location maps.
2.8. Contractor shall provide directory structures (i.e. Street Furniture),
provided that no less than 25 shall be provided and placed at locations mutually agreed
upon by Contractor and the City and in accordance with Exhibit" A". The structures shall
contain maps and directional information on the City of Miami Beach. Limited
advertising, as approved by the City prior to placement of same, shall be allowed on only
one side of these structures.
2.9. Contractor shall provide a mutually agreeable number of waste receptacles
(i.e. Street Furniture); provided that no less than 300 shall be provided and placed at
locations determined by the City in accordance with Exhibit "A". Waste receptacles shall
be as selected and approved by the City from the designs presented by the Contractor.
2.10. Contractor shall provide a mutually agreeable number of bicycle racks (i.e.
Street Furniture); provided that no less than 50 shall be provided and placed at locations
determined by the City, and in accordance with Exhibit "A". Bicycle racks shall be as
selected and approved by the City from the designs presented by the Contractor.
2.11. Contractor shall provide a mutually agreeable number of Internet network
stations, (i.e. Street Furniture) but in no event less than a minimum of 20 shall be
provided and placed at locations mutually agreed upon by Contractor and the City and in
accordance with Exhibit "A". At a minimum, the stations shall provide general
information on the City of Miami Beach, have the ability to receive information on and to
purchase event tickets; have maps of the City; e-mail; information on public
transportation; etc. Limited advertising shall be allowed on the Internet access portals;
provided all advertisements shall be approved by the City prior to placement of same.
Internet network stations shall be as selected and approved by the City from the designs
presented by the Contractor.
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2.12. A mutually agreeable number of multi-purpose pillars, (i.e. Street
Furniture) but in no event less than a minimum of 20 shall be provided and placed at
locations mutually agreed upon by Contractor and the City and in accordance with
Exhibit "A".
2.13. Newsrack modular enclosures (i.e. Street Furniture), at locations approved
by the City shall be placed and in accordance with Exhibit "A"; the
amount of newsrack enclosures shall not exceed 75 locations. Newsrack
enclosures shall be as selected and approved by the City from the designs
presented by the Contractor. Agreements and arrangements between the
Contractor and the newspaper providers shall be made independently of
the City.
2.14. Number and placement of automatic public toilets (APT) and any other
street furniture items beyond those listed in points 2.2 to 2.13 shall be
mutually agreed upon between City and Contractor when City determines
to provide such for use by public, APTs are self-cleaning public toilets
that are connected to all utilities (sewer, water, telephone), The Clear
Channel Adshel APT consists of foundation which houses water and
sewer pipes, public area, and service area. ADA accessible public area is
accessed through automatic sliding door by inserting coin from outside. It
consists of toilet bowl, hand-wash basin with water and soap dispenser and
hot air hand dryer; mirror; grab bars; emergency lighting; heating and
ventilation; smoke detector; emergency phone; waste receptacle. Service
area houses CPU and other service related technical equipment. Exterior
of APT is graffiti resistant. Contractor will provide full documentation on
APT at time of negotiations.
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SECTION 3. PERMITS
3.1 A permit shall be required for the placement of each Bus Shelter and/or
Street Furniture to be provided by this Agreement. Permits shall be obtained from the
City of Miami Beach Public Works and Building Departments, and/or any other agencies
having jurisdiction; obtaining all required permits and the cost for same shall be the
exclusive responsibility of Contractor.
3.2. Application for permitting and approval of a Bus Shelter and/or Street
Furniture installation requiring a permit shall be addressed to the City of Miami Beach
Public Works Department in the following form:
3.2.1 A detailed engineering site drawing showing utility easement(s),
pavement details, any street furniture now in place, utility
connections and poles, overhead detail such as building overhangs,
entrances and awnings, demarcation of zone areas and rights-of-
way, and ownership indications. Such drawing shall accurately
show the location of the proposed Bus Shelters and/or Street
Furniture in relation to the outside 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 road. Such drawing shall also
show the location of all curbs and sidewalks, if any. It shall also
show the electrical connections and services provided to the
Shelters or applicable component which shall comply with all
local, state and federal codes. The engineering drawing shall be
signed and sealed by a State of Florida Registered Professional
Engineer.
3.2.2. The Contractor shall install all Bus Shelters and/or Street Furniture
in accordance with the descriptions and specifications contained
herein. The Contractor shall submit complete detailed
specifications of its product to the Public Works Department of the
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City of Miami Beach for approval. The submittal shall contain
detailed information on all the materials used in the fabrication and
erection of the Street Furniture. This information shall include the
superstructure, the framework, the glass, the fasteners, the
electrical components, the advertising box and lighting, the bus
bench, the Internet access equipment, etc, The Bus Shelter bench
and the bus stop bench shall be provided with dividers which will
prevent sleeping on the benches. The electrical box, disconnect,
and meter for the Bus Shelters and/or Street Furniture shall be
contained in a single enclosure rated for the environment in which
it is placed. If the Bus Shelters and/or Street Furniture require
product approval from the Miami-Dade County Product Approval
Division, the information shall be included with the submittal. The
complete submittal shall be required only once at the beginning of
the Agreement unless the design is changed at the request of the
City or permit conditions change during the life of the Agreement.
At that time, if this were the case, a new submittal will be required.
3.2.3. The product submittal shall contain signed and sealed engineering
drawings of the applicable Bus Shelters and/or Street Furniture
itself in accordance with the requirements of the current South
Florida Building Code (SFBC). It shall also contain signed and
sealed calculations showing that the structure complies with all
wind, anchoring and impact requirements of the SFBC regarding
resistance to hurricane forces.
3.2.4. The City retains the right to reject or modify all or portions of any
submittals if they do not comply with the requirements set forth
herein, and such other requirements as the City may deem
necessary for the safety, health and welfare of the general public.
It is the sole responsibility of the Contractor to insure that the
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structure contemplated in its submittal shall meet all criteria
established herein and in all applicable codes.
3.3. Any Bus Shelter and/or Street Furniture permit issued by the City in
accordance herewith and as part of this Agreement shall be issued for the duration of the
Agreement or for as long as the Bus Shelter and/or Street Furniture is in place. The
permit shall be for the use of the streets or sidewalks within the City; for the erection,
construction, reconstruction, installation, operation, maintenance, dismantling, testing,
repair, and use of the Bus Shelters and/or Street Furniture; or any other component.
3.4. Upon receipt of written approval from the City's Public Works
Department, the Contractor may proceed to install the Bus Shelter and/or Street Furniture
in accordance with the application drawing.
SECTION 4. LOCATION AND PLACEMENT OF BUS SHELTER AND/OR
STREET FURNITURE
4.1. The installation of Bus Shelters and/or Street Furniture in any manner
connected with the streets and sidewalks within the City shall be subject to approval by
the Department of Public Works and shall, at a minimum, conform to the following
requirements:
4,1.1. It shall be free of interference with the flow of pedestrians,
wheelchairs, or vehicular traffic.
4.1.2. It shall allow ingress or egress from any place of business.
4.1.3. It shall be free of interference with the function of traffic signs or
signals, hydrants, or mailboxes.
4.1.4, It shall comply with all requirements of the American with
Disabilities Act (ADA) for pathway clearances and
maneuverability, The required dimensions shall be shown in the
permit submittal engineering drawing.
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4.1.5. Bus Shelters and/or Street Furniture shall be placed or otherwise
secured to prevent their being blown down or around the street or
sidewalk and in compliance with the SFBC for resistance to
hurricane forces.
4,1.6. Bus shelters and/or Street Furniture shall be placed, installed,
operated, or maintained so as to comply with the Code of the City
of Miami Beach, as well as any and all applicable Miami-Dade
County, State and Federal, codes, ordinances, laws, statutes, etc.,
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, or other
emergency facility, or within four (4) feet of the curb, unless
specifically approved by the Public Works Department.
4.1.7. The MDTA inventory of bus stops within the City shall be the basis
for the location of Bus Shelters and bus benches. The City reserves
the right to reject a location if it deems it necessary because the
placement might create a public nuisance or hazard.
4.1.8. In the event of a relocation or elimination of a bus stop by the
MDT A, the Contractor shall be solely responsible for relocating or
removing the Bus Shelter at its own expense. A new location may
be addressed at that time with the City and MDT A if it is available.
Re-installation of a Bus Shelter at a new location will be at the
Contractor's expense.
SECTION 5. INSTALLATION AND TECHNICAL STANDARDS
5.1. The Contractor shall prepare the sites and install Bus Shelters and/or Street
Furniture at the existing locations and at new locations, as approved by the City in
accordance with the installation and site preparation details contained herein. The City
may, at any time, elect to name location(s) different from, but comparable to, those
approved. Such changes shall be performed at the Contractor's sole expense. All
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materials incorporated into the work shall be new and the best of the kind specified.
Removal and disposal of the existing bus shelters shall be arranged between the
Contractor and the current operator of the existing shelters. This shall also be done at the
sole expense of the Contractor and at no cost to the City. A schedule of replacement of
the shelters shalf be provided to the City for approval in order to ensure that the public is
always protected and that a shelter is always available at the existing current locations.
No existing street furniture component shall be removed, unless new Street Furniture is
already available and ready to be installed. Removal of existing street furniture shall be
Contractor's sole responsibility and expense,
5.2. Any preparation of the site required to provide a clean, stable and secure
foundation for the Bus Shelters and/or Street Furniture shall be performed at the
Contractor's expense. Any necessary adjustments to the existing bus shelter or street
furniture sites shall also be performed at the Contractor's expense.
5.3. All properties, whether on public or private land, which are damaged as a
result of the removal and/or installation of a Bus Shelter and/or Street Furniture, shall be
repaired or replaced by the Contractor, at no cost to the City of Miami Beach.
5.4. Any sidewalk or pavement restoration shall be performed in accordance
with the standards and regulations of the City of Miami Beach Public Works Department.
All restoration of landscaping and sodding shall conform to the standards and regulations
of the City. All construction debris shall be removed and hauled away. All of the above
shall be at Contractor's sole responsibility and expense.
5.5. Before beginning any installation(s), Contractor shall verify with the
various utility companies that its operations are not in such close proximity to utility
facilities, or other utility property, such that damage to same may result in expense, loss,
disruption of service or undue inconvenience to the public or the City. Work shall not
commence until all the arrangements necessary for the protection thereof are made. The
Contractor shall be solely and directly responsible to the City, as well as to the owner(s)
12
and operator(s) of private property(ies) for any damage, injury, expense, loss,
inconvenience or delay caused by the Contractor's operations herein.
5.6. Each Bus Shelter and/or Street Furniture site 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 kind of trash or surplus material
shall be picked up and hauled away, leaving the site neat, clean, and ready for use.
5.7. All technical standards governmg construction, reconstruction,
installation, operation, maintenance, dismantling, testing, repair, and use of the Bus
Shelter and/or Street Furniture provided for 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.
5.8. If the Contractor fails to satisfy the requirements of this Section 5, written
notice to correct any deficiency(ies) shall be given by the City. Accordingly, upon
receipt of such written notice, Contractor shall undertake correction of any noted
deficiency(ies) and shall complete same within five (5) days following the notice. Failure
to do so may result in a Contractor default of this Agreement.
5.9 Only one Bus Shelter shall be permitted at each approved location, except
as otherwise designated by the City. Contractor shall not remove any Bus Shelter and/or
Street Furniture installed at a location during the term thereof without first having
obtained the prior written consent of the City. Contractor shall have the right to petition
the City for removal of an individual Bus Shelter and/or Street Furniture in the event that
it has been subjected to "chronic vandalism".
5.9.1. For purposes hereof, the phrase "chronic vandalism" shall be
defined as damages inflicted to an individual Bus Shelter and/or Street Furniture
during any six (6) month period, which require cumulative expenditures for
13
replacements and repair that exceed 75% of the cost of installation. Where it has
been determined that the chronic vandalism alleged has been caused by a design
fault which is reasonably correctable, the City reserves the right to demand such
design correction and reserves the right to withhold permission for removal from
the specified site. The City also reserves the right to require the Contractor to
remove any Bus Shelter and/or Street Furniture on five (5) days written notice.
SECTION 6[. MAINTENANCE
6.1. Contractor shall maintain all Bus Shelters and/or Street Furniture in good
operating condition and repair and shall be solely responsible for the maintenance,
cleaning, repair, and replacement of the same and each part thereof. Contractor shall not
permit or offer others to commit a nuisance in connection with the Bus Shelters and/or
Street Furniture. In the event any Bus Shelter and/or Street Furniture is damaged or
defaced in any manner, Contractor shall, within three (3) days of receipt of written notice
from the City, remedy such damage or defacement, at its sole cost and expense and at no
cost to City. In the event Contractor fails to complete said remedy in a timely manner,
the City may, at its sole option and discretion, (i) terminate this Agreement for cause
upon written notice to Contractor, without liability to the City, or (ii) remedy the damage
or defacement and charge the actual cost thereof to Contractor.
6.2. In addition to the aforestated paragraph, the parties herein acknowledge,
and Contractor herein agrees to be bound by and adhere to, those minimum maintenance
standards, entitled "City of Miami Beach Minimum Maintenance Specifications for Bus
Shelters and/or Street Furniture", and the maintenance program entitled "Clear Channel
Adshel Maintenance Program" attached hereto and incorporated herein as Exhibit "B", It
is further understood that Contractor shall provide the City with a monthly maintenance
report, in a format approved by the City, that shall include, but not be limited to,
maintenance, repair, and replacement, as applicable, of all Bus Shelters and/or Street
Furniture that are subject to this Agreement.
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SECTION 7. TERM
This Agreement shall be for an initial term of ten (10) years, commencing on
November_, 2001, and terminating on October _, 2011, unless earlier terminated, as
herein provided, At the end of the initial term, this Agreement shall automatically renew
for a five (5) year term; provided, however, that the City, at its sole option and discretion,
may, after the initial ten (10) year term, elect not to renew the Agreement by notifying
Contractor of its intent not to renew, in writing, 120 days prior to the expiration of the
initial ten (10) year term.
SECTION 8. MINIMUM ANNUAL GUARANTEE
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 Sharing;
Year 2: $120,000 plus ten percent (10%) Net Revenue Sharing;
Year 3: $120,000 plus ten percent (10%) Net Revenue Sharing;
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 Sharing
Year 7: $120,000 plus twenty percent (20%) Net Revenue Sharing
Year 8: $240,000 plus twenty percent (20%) Net Revenue Sharing
Year 9: $240,000 plus twenty percent (20%) Net Revenue Sharing
Year 10: $240,000 plus twenty percent (20%) Net Revenue Sharing
Years 11 to 15: $240,000 plus twenty-five (25%) Net Revenue Sharing
For purposes of this Section 7, 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
15
Agreement shall be automatically amended to reflect such change (and the new
percentage).
The City shall receive each payment no later than the fifth day of the month
succeeding the close of the quarter. The Contractor shall include with each payment, a
statement of its advertising revenues from the sale of advertising, for the quarter
applicable to the payment. Said statements shall be in a form acceptable to the City
Manager or his designee. Any payment which Contractor is required to make to City
which is not paid on or before the respective date provided for in this Agreement shall be
subject to interest at the rate of twelve percent (12%) per annum, from the due date of
payment until such time as payment is actually received by the City. It is also understood
that any required Florida State Sales and Use 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.
8.2. The Contractor shall maintain current, accurate, and complete financial
records on an accrual basis of accounting related to its activities pursuant to this
Agreement. Systems and 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 audit
by the City upon reasonable request. Such records and accounts shall include a
breakdown of gross receipts, expenses, and profit and loss statements. Contractor shall
maintain records as will be required by an independent CPA in order to audit a statement
of annual gross receipts and profit and loss statements pursuant to generally accepted
accounting principles.
8.3. Contractor shall maintain its financial records pertaining to its operations
pursuant to this Agreement for a period of two (2) years after the conclusion of the term
of this Agreement, including any renewal terms, as applicable. Contractor further agrees
16
that such records shall be open and available to the City, as deemed necessary by the
City. The City shall be entitled to audit Contractor's records pertaining to its operations
pursuant to this Agreement as often as the City, at its sole option and discretion, deems
necessary, including during the two (2) year period following the termination of this
Agreement, regardless of whether such termination results from the natural expiration of
the term or for any other reason. The City shall be responsible for paying all costs
associated with such audits. Additionally, Contractor shall submit, at the end of each
year during the term of this Agreement, including renewal terms, an audited annual report
and a profit and loss statement of operations, in a form consistent with generally accepted
accounting principles.
SECTION 9. GUARANTEE~ARRANTY
9.1. All work, supplies and/or materials, including any modifications thereto,
which may be performed or provided by Contractor pursuant to this Agreement,
including renewal terms, shall be guaranteed and expressly warranted throughout the term
of this Agreement with respect to the use, description, design, merchantability, fitness for
use for any particular purpose, condition and/or durability thereof. Such guarantees
and/or express warrantees shall, at a minimum, include guarantees/warranties:
a. Against all faulty or imperfect materials and/or equipment and
against all imperfect, careless and/or unskilled workmanship; and
b. Against injury or undue deterioration during proper and usual use
of the goods and/or services.
9.2. In any such event described in Subsection 9.1. above, Contractor shall,
upon seven (7) days written notice from the City:
a. Remove and replace the defective materials, equipment and/or
services with proper materials, equipment and/or services and re-
execute, correct, and/or repair and replace, at its sole cost and
expense, and at no cost to the City, any materials, equipment
17
and/or services found to be improper, imperfect, defective, or
failing to perform as specified;
b. Make good all damage caused to other work, materials and/or
equipment due to such required removal, replacement and/or re-
execution; and
c. Comply with any and all requirements of whatever nature referred
to in other portions of this Agreement.
9.3. Contractor's failure to comply with the provisions of this Section 9,
notwithstanding its failure to maintain the aforestated guarantees and/or warrantees, or,
failure to correct, repair and replace, upon written notice from the City, shall be
considered a default of this Agreement and the City may terminate same without liability
to the City.
SECTION 10. INSURANCE
10.1 The Contractor shall not commence any work pursuant to this Agreement
until all insurance required under this Section has been obtained and such insurance has
been approved by the City's Risk Manager. The Contractor shall maintain and carry in
full force during the term of this Agreement the following insurance:
a. Commercial General Liability. A policy including, but not limited
to, comprehensive general liability bodily injury, personal injury,
property damage, in the amount of a combined single limit of not
less than $2,000,000.00. Coverage shall be provided on an
occurrence basis. The City of Miami Beach shall be named as
additional insured on the policy. Contractor shall provide a
certificate of insurance evidencing required coverage.
b. Advertisers' Liability (Errors and Omissions): a minimum of
$1,000,000.00 per occurrence.
c. Workers Compensation & Employers Liability as required
pursuant to Florida statute.
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d. Thirty (30) days written notice of cancellation or substantial
modification in the insurance coverage must be given to the City's
Risk Manager by the Contractor and his insurance company.
e. The insurance must be furnished by insurance companies
authorized to do business in the State of Florida and approved by
the City's Risk Manager.
f. Original certificates of insurance for the above coverage must be
submitted to the City's Risk Manager for approval prior to any
work commencing. These certificates will be kept on file in the
office of the Risk Manager, 3rd Floor, City Hall.
g. The Contractor is responsible for obtaining and submitting all
insurance certificates for their consultants.
10.2. All insurance policies must be issued by companies authorized to do
business under the laws of the State of Florida, The companies must be rated no less than
"B+" as to management and not less than "Class VI" as to strength by the latest edition of
Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its
equivalent, subject to the approval of the City's Risk Manager.
10.3. Compliance with the foregoing requirements shall not relieve the
Contractor of the liabilities and obligations under this Section or under any other portion
of this Agreement, and the City shall have the right to obtain from the Contractor
specimen copies of the insurance policies in the event that submitted certificates of
insurance are inadequate to ascertain compliance with required overage.
SECTION 11. INDEMNIFICATION
11.1. In consideration of a separate and specific consideration of $10.00 and
other good and valuable consideration the receipt of which is hereby acknowledged, the
Contractor hereby agrees to indemnifY, defend and hold the City and its employees,
19
agents and authorized representatives harmless with respect to any and all costs, claims,
damages and liability which may arise out of the performance of this Agreement:
11.1.1. For actual or alleged injury to persons or property (including loss
of use of property whether or not such property is physically
damaged or destroyed), in any way arising out of or through, or
alleged to arise out of or through, any act or omission of
Contractor, or any of its officers, agents, employees, or contractors,
or to which any act or omission of Contractor or any of its officers,
agents, employees or contractors in any way contributed in its
performance of any part of this Agreement, but not as a result of
the gross or willful negligence of the City, its agents or employees;
or
11.1.2. For Contractor's, or any of its officers, agents, employees or
contractors actual or alleged failure to comply with the provisions
of any statute, regulation or ordinance of the United States, State of
Florida, Miami-Dade County, City of Miami Beach or of any other
agency applicable to Contractor, or any of its officers, agents,
employees or contractors, in its business if the claim, suit, action,
liability or judgment is related in any manner to the performance or
nonperformance of this Agreement; or
11.1.3. For Contractor's, or any of its officers, agents, employees or
contractors, actual or alleged failure to obtain any and all necessary
licenses, permission, copyrights, and authorization associated with
the Advertisements.
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SECTION 12.
NOTICE
All notices, certificates or other communications hereunder shall be sufficiently
given and shall be deemed given when delivered or mailed by registered mail, postage
pre-paid (or airmailed if addressed to an address outside of the city of dispatch). Until
changed by notice in writing, all such notices and communications shall be addressed as
follows:
To Contractor:
Clear Channel Adshel Inc.
Attn: Douglas Watts, President
780 Third Avenue, 3rd Floor
New York, N.Y. 10017
Telephone: (212) 755-8282
To City:
City of Miami Beach
Attn: Fred Beckmann, Public Works Director
1700 Convention Center Drive
Miami Beach, FL 33139
Telephone: (305) 673-7010
Notices hereunder shall be effective:
If delivered personally, on delivery; if mailed to an address in the city of dispatch,
on the day following the date mailed; and if mailed to an address outside the city of
dispatch on the seventh day following the date mailed.
SECTION 13.
TERMINATION
13.1. Termination for Bankruotcvllnsolvencv. If either the City or
Contractor 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 petition in bankruptcy, or
insolvency, or shall apply for reorganization or arrangement with its creditors under the
bankruptcy or insolvency laws now in force or hereinafter enacted, Federal, State, or
21
otherwise, or if such petitions shall 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 further demand or notice, terminate this Agreement without
being prejudiced as to any remedies which may be available to it for breach of contract.
13.2. Termination for Cause. In the event that Contractor or the City fails
to perform or observe any of the covenants, terms or provisions under this Agreement and
such failure continues fifteen (15) days after written notice thereof from the other party
hereto, unless other subsections in this Agreement specifically denote shorter time
periods, such non-defaulting party 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.
13.3. Termination for Convenience. THE CITY, IN ADDITION TO THE
RIGHTS AND OPTIONS TO TERMINATE FOR CAUSE, AS SET FORTH ABOVE,
OR ANY OTHER PROVISIONS SET FORTH IN THIS AGREEMENT, RETAINS
THE RIGHT TO TERMINATE THIS AGREEMENT AT ITS SOLE OPTION, AT ANY
TIME, FOR CONVENIENCE, WITHOUT CAUSE AND WITHOUT PENALTY,
WHEN IN ITS SOLE DISCRETION IT DEEMS SUCH TERMINATION IS IN THE
BEST INTEREST OF THE CITY, UPON NOTICE TO CONTRACTOR, IN WRITING,
THIRTY (30) DAYS PRIOR TO TERMINATION,
13.4. In the event the City elects to terminate this Agreement pursuant to
Subsections 13.1. through 13.3., respectively, Contractor shall, at its sole cost and
expense, promptly remove all of the Bus Shelters and Street Furniture and restore the
public rights-of-way to their original condition, as provided in Section 14 herein.
Notwithstanding the proceeding sentence, and this Section 13, Contractor shall have a
continuing obligation to indemnify and hold the City harmless, as provided in Section 11,
and to reimburse the City for any and all expenses incurred in remedying any default by
Contractor.
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REMOVAL BY CONTRACTOR OF BUS SHELTERS AND
STREET FURNITURE UPON EXPIRATION AND/OR
TERMINATION OF AGREEMENT
At the end of the term of this Agreement, or otherwise upon termination of this
Agreement, Contractor shall, at its sole cost and expense and at no cost to the City,
remove any and all Bus Shelters and Street Furniture erected or installed pursuant to this
Agreement and, at its sole cost and expense and at no cost to the City, return the City's
right-of-way and adjacent areas to their original condition prior to the installation of any
Bus Shelters and Street Furniture, Contractor shall have thirty (30) days after the
conclusion of the term of this Agreement, or from the date of other termination of this
Agreement, as the case may be, in which to remove all Bus Shelters and Street Furniture,
and return the right-of-way and adjacent areas to their original condition.
SECTION 14.
SECTION 15.
SUBSTITUTE PERFORMANCE
In the event that the Contractor fails to timely deliver any of the supplies,
materials and/or equipment, or to properly perform any services, including the restoration
of sidewalks, curbs and adj acent areas to their original condition, in accordance with the
terms of the Agreement, then the City shall have the right to purchase, on such terms as it
deems appropriate, any such supplies, materials, equipment, services, etc., covered herein
and to charge Contractor for all actual costs thereby incurred by the City. Contractor
shall be responsible for paying all of said costs.
SECTION 16.
ASSIGNMENT
Except as otherwise provided below, Contractor shall not assign all or any portion
of its costs or obligations under this Agreement without the prior written consent of the
City Manager or his designee, which shall not be unreasonably withheld. Contractor
shall notify the City of any proposed assignment in writing, at least thirty (30) days prior
to the proposed effective date of such assignment and City shall respond within thirty
23
(30) days. In the event that any such assignment is approved by the City, the assignee
shall agree to be bound by all the covenants ofthis Agreement required of Contractor.
SECTION 17.
PERFORMANCE BOND OR ALTERNATE SECURITY
Contractor shall, on or before the effective date of this Agreement, furnish to the
City a Performance Bond in the penal sum as stated below for the payment of which
Contractor shall bind itself for the faithful performance of the terms and conditions of this
Agreement. A Performance Bond in the amount of One Million and 00/1 00 Dollars
($1,000,000,00) shall be required and be in faithful observance of this Agreement
throughout the term hereof, including renewal terms. A cash deposit, irrevocable letter of
credit, or certificate of deposit may also suffice, as determined by the City in its
discretion. The form of the Performance Bond or letter of credit shall be as required by
the City. Contractor shall be so required to maintain said Performance Bond or alternate
security, as accepted by City, in full force and effect throughout the term of this
Agreement, including renewal terms.
SECTION 18.
INDEPENDENT CONTRACTOR
City and Contractor hereby acknowledge and agree that Contractor is an
independent contractor, and not an employee, of the City. As an independent contractor
Contractor shall be responsible for and shall remit directly to the appropriate authority
any and all federal, state and local taxes due and payable on account of this Agreement.
SECTION 19.
OFFSET
In the event that the Contractor shall owe an obligation of any type whatsoever to
the City at any time during the term of this Agreement or after termination of the
relationship created hereunder, the City shall have the right to offset any amount so
owned by the Contractor against any compensation due the Contractor from the City.
24
SECTION 20.
LAWS
20.1. Comoliance. Contractor shall comply with all applicable City, County,
State, and Federal ordinances, statutes, rules and regulations. Contractor shall also cause
the Street Furniture to comply fully with Titles I, II, and III of the ADA and comparable
Florida law (553.501 to 553.513 Florida Statutes in Chapter 760, Florida Statutes) and
related regulations.
20.2. Governing Law. 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.
In case of any inconsistency between the terms of this Agreement and any applicable
general or special law, said general or special law shall govern.
20.3. Equal Emoloyment Oooortunity. Neither Contractor nor any affiliate
of Contractor performing services hereunder, or pursuant hereto, will discriminate against
any employee or applicant for employment because of race, creed, sex, color, national
origin, disability (as defined in Title I of ADA), or sexual orientation. Contractor will
take affirmative steps to utilize local firms (i.e. in the South Florida area) in the work
force and in correlatiye business enterprises. Additionally, Contractor shall use its best
efforts to, whenever possible, employ City of Miami Beach residents and/or local (i.e.
South Florida) firms for the services to be provided pursuant to this Agreement, including
installation of the Bus Shelters and/or Street Furniture.
20.4. Venue, 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.
SECTION 21.
MISCELLANEOUS
21.1. Relationshio. Nothing contained in this Agreement shall constitute or be
construed to be or create a partnership or joint venture between the City and Contractor.
25
21.2. Modifications. This Agreement cannot be changed or modified
except by agreement in writing executed by all parties hereto. Contractor acknowledges
that no modification to this Agreement may be agreed to by the City unless approved by
the Mayor and City Commission, except where such authority has been expressly
provided herein to the City Manager or his designee,
21.3. 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.
21.4. Request for Proposal No. 107-99/00, together with all amendments, and
Contractor's proposal in response thereto (collectively, the Proposal Documents), are
deemed as being incorporated by reference in this Agreement and made a part hereof;
provided, however, that in the event of an express conflict between the Proposal
Documents and this Agreement, this Agreement shall prevail.
21.5. The section 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.
21.6. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted assigns.
21.7. Clauses. 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.
26
21.8. Severabilitv. If any provision of this Agreement or any portion of such
provision or the application thereof to any person or circumstance shall be held to be
invalid or unenforceable, or shall become a violation of any 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 provisions and the application thereof to other persons or
circumstances, shall not be affected thereby and this Agreement as so modified shall.
21.9. Sub-consultants/Sub-contractors. When the term "Contractor" is used
in this Agreement, it shall be deemed to include any subconsultants, subcontractors, and
any other person or entity acting under the direction or control of Contractor. Any
subconsultants or subcontractors retained by Contractor pursuant to this Agreement must
receive the prior written approval of the City.
SECTION 22.
LIMITATION OF CITY'S LIABILITY FOR BREACH OF
CONTRACT
The City desires to enter into this Agreement 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 $10,000, Contractor hereby
expresses its willingness to enter into this Agreement with a $10,000 limitation on
recovery for any action for breach of contract. Accordingly, and in consideration of the
separate consideration of $10.00, the receipt of which is hereby acknowledged, the City
shall not be liable to Contractor for damages to Contractor in an amount in excess of
$10,000, for any action for breach of contract arising out of the performance or non-
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.
27
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized representatives the day and year first above written:
ATTEST:
0k6 r~
City Clerk
BEACH, FLORIDA
By:
CLEAR CHANNEL ADSHEL INC.
fI1cuh 'n~ JCtl.l'w-.' (;()
Print Name
By:
.--,
----
B'
Title: /- 81108/V1
RJAIKW
IP:A TIOIAGURIAGREEMNTlADSHEL.BUSSHL TR,DOC
APPROVED NJlO
FORM & LANGUAGB
. FOR EXECUTION
~ Alallrr-r
to - S-r) I
~~ DMI
28
Agreement Bus Shelter Structures and Other Street Furniture
City of Miami Beach and Clear Channel Adshel
Exhibit A - Existing Bus Shelter Locations
I
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
Street
Alton Rd
Alton Rd
Alton Rd
Alton Rd
Dade Blvd
Lincoln Rd
Alton Rd
Alton Rd
Alton Rd
Alton Rd
Alton Rd
Alton Rd
Alton Rd
Alton Rd
Alton Rd
Alton Rd
West Av
Mac Arthur Cswy
Mac Arthur Cswy
Alton Rd
Alton Rd
Ocean Dr
5 St
5 St
5 St
5 St
5 St
5 St
Washington Av
Washington A v
Washington Av
Washington A v
Washington Av
Washington A v
Washington Av
Washington Av
Washington A v
Washington A v
Washington A v
Washington Av
Dade Blvd
17 St
17 St
Cross Street
IS ft S/O Chase Av ES
15 ft S/O 23 St ES
100 ft N/O Michigan AvES
5 ft W/O 19 St. WS
10 ft W/O Purdy Av SS
70 ftW/OWestAv NS
60 ft S/O Lincoln Rd WS
50 ft N/O Lincoln Rd ES
50 ft N/O 16 St ES
20 ft N/O 15 St ES
50 ft N/O 14 St ES
50 ft N/O 14 St WS
75 ft N/O 11 St ES
70 ft N/O 10 St ES
15 ft N/O 8 St WS
50 ft N/O 8 St. ES
lOft N/O 9 St WS
250 ft W/O Bridge Rd NS
115 ft E/O Terminal Isle SS
100 ft S/O 2 St WS
20 ft S/O 2 St ES
50 ft S/O 3 St ES
50 ft W/O Lenox Av SS
45 ft W/O Lenox AvNS
50 ft W 10 Michigan A v NS
45 ft E/O Michigan Av SS
50 ft E/O Meridian A v SS
44 ft W/O Meridian A v NS
25 ft N/O 5 St WS
150 ft S/O 7 St WS
100 ft N/O 7 St ES
165 ft N/O 11 St WS
71 ft N/O 13 St WS
45 ft N/O 14 St WS
175ft N/O 16 St ES
200 ft N/O 16 St WS
50 ft S/O 17 St WS
45 ft N/O 18 St WS
25 ft N/O 18 St ES
40 ft N/O 21 St WS
300 ft E/O Washington Av NS
200 ft W/O Washington Av NS
63 ft W/O Washington Av SS
10110
Unit #
2712
2714
2716
2718
2720
2722
2724
2726
2728
2730
2732
2734
2736
2738
2740
2742
2744
2746
2748
2752
2754
2756
2758
2760
2762
2764
2766
2768
2772
2776
2778
2780
2782
2784
2786
2788
2790
2792
2794
2796
2798
2800
2802
Agreement Bus Shelter Structures and Other Street Furniture
City of Miami Beach and Clear Channel Adshel
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
Street
17 St
17 St
17 St
Indian Crk Dr
Indian Crk Dr
Indian Crk Dr
Collins A v
Collins A v
Collins A v
Collins Av
Pine Tree Dr
Pine Tree Dr
Collins A v
41 St
Collins A v
Collins A v
Collins Av
Collins Av
Collins A v
Collins A v
Collins Av
Collins A v
Collins Av
Collins A v
Collins Av
Collins A v
Collins A v
Collins A v
Collins Av
Harding A v
Harding A v
71 St
71 St
Normandy Dr
Normandy Dr
Normandy Dr
71 St
71 St
71 St
71 St
Abbott A v
Abbott Av
Pine Tree Dr
41 St
41 St
Cross Street
20 ft E/G ConventJon Center Dr NS
40 ft W/O Pennsylvania Av SS
65 ft W/O Meridian A v NS
200 ft S/O 41 St WS
5 ft W/O 29 St WS
50 ft S/O 43 St WS
40 ft S/O 44 St WS
200 ft N/O 44 St ES
25 ft S/O 45 St WS
300 ft N/O 47 St ES
50 ft N/O 24 St ES
40 ft N/O 24 St WS
20 ft N/O 35 St ES
85 ft W/O Collins A v NS
200 ft N/O 47 St WS
50 ft N/O 49 St ES
500 ft S/O 52 St ES
160 ft N/O 52 St WS
300 ft N/O 53 St WS
2 ft N/O 54 St ES
100 ft N/O 56 St ES
700 ft S/O 58 St WS
50 ft S/O 59 St ES
200 ft S/O 65 St ES
25 ft S/O 69 St ES
80 ft N/O 75 St ES
20 ft N/O 79 St ES
20 Ft N/O 83 St ES
8 ft N/O 87 St ES
50 ft S/O 75 St WS
20 ft N/O 72 St WS
50 ft E/O Dickens A v NS
75 ft E/O Dickens Av SS
50 ft E/O Rue Versailles NS
35 ft W/O Trouville Esplanade NS
75 ft E/O West Bay Rd NS
60 ft E/O Bearritz Dr SS
70 ft Trouville Esplanade SS
50 ft E/O Rue Versailles SS
85 ft E/O East Bay Dr SS
120 ft N/O 69 St WS
100 ft N/O Indian Crk Dr WS
25 ft N/O 47 St WS
110 ft W/O Prairie Av NS
10ft E/O Alton Rd NS
2 of 10
Unit #
2804
2806
2808
2826
2828
2830
2832
2834
2836
2838
2840
2842
2844
2846
2848
2850
2852
2854
2856
2858
2860
2862
2864
2866
2868
2870
2872
2874
2876
2878
2880
2882
2884
2886
2888
2890
2892
2894
2896
2898
2900
2902
2904
2908
2910
Agreement Bus Shelter Structures and Other Street Furniture
City of Miami Beach and Clear Channel Adshel
Street
Units removed 4/9/01 due to construction
89 Alton Rd
90 Alton Rd
91 Collins Av
92 41 St
93 Collins Ave
94 Collins Ave
95 Collins Ave
96 Collins Ave
97 Collins Ave
98 Collins Ave
99 Washington St
100 5 St
Cross Street
75 ft N/O 41 St ES
45 ft N/O North Bay Rd WS
50 ft N/O 72 St ES
137 ft N/O Prairie Av SS
S/O 22 St
N/O 21 St
N/O 18 ST
N/O 24 St
N/O 21 St
N/O 23 St
N/O 5 St
E/O Washington Ave
Clear Channel Adshel will submit to City updates of locations for bus shelters and
other street furniture items as well as build-out status reports on a quarterly basis.
30110
Unit #
2912
2914
2916
2958
Agreement Bus Shelter Structures and Other Street Furniture
City of Miami Beach and Clear Channel Adshel
No.
180 Max.
25 Min.
300 Max.
50 Min.
20 Min.
20 Min,
75 Max.
Exhibit A - New Street Furniture
Description
Bus Benches at locations were Bus Shelters may not be placed.
Directory Structures with Limited Advertising - Locations as mutually agreed
Waste Receptacles - Locations as mutually agreed
Bicycle Racks - Locations as mutually agreed
Internet Network Stations - Locations as mutually agreed - Limited Advertising
Multi-Purpose Pillars - Locations as mutually agreed - Limited Advertising
Modular Newsracks - Locations approved by the City
Automatic Public Toilets - As determined by the City in the future
Bicycle Rental Stands - As determined by the City in the future
40110
Agreement Bus Shelter Structures and Other Street Furniture
City of Miami Beach and Clear Channel Adshel
Exhibit B
1 City of Miami Beach Minimum Maintenance Specifications for Bus Shelters and/or
Street Furniture
Bus Shelters and/or Street Furniture shall be maintained in a neat and clean condition and in good
repair at all times. Maintenance and service of the Bus Shelters and/or Street Furniture shall
include, but not be limited to the following:
1.1. All visible painted areas shall be kept reasonably free of chipped, faded, peeling, and
cracked paint.
1.2. All visible unpainted metal areas shall be kept reasonably free of rust and corrosion.
1.3. All clear glass parts shall be kept unbroken and reasonably free of cracks, dents, graffiti,
blemishes, and discoloration.
1.4. The structural parts shall not be broken or unduly misshapen;
1.5. All electrical components and wiring shall be checked every six months and a report
provided to the City.
1.6. Contractor shall use up-to-the-minute technology, including hand held computers which
translate bar codes into maintenance records. Contractor shall frequently clean and
check all Bus Shelters and/or Street Furniture included in this Agreement to insure the
highest standards of cleanliness and pedestrian safety. Maintenance shall be performed
in accordance with the schedule required in Section 5 above.
1.7. Directories in the Informational Structures shall be updated every SIX months.
Informational maps shall be updated every twelve months.
Agreement Bus Shelter Structures and Other Street Furniture
City of Miami Beach and Clear Channel Adshel
2 Clear Channel Adshel Maintenance Program
2.1.
2.1.1.
Preventative Maintenance (Cleaning and Inspection Schedule)
Complete inspection of Street Furniture Structures once a month includes:
- Structural integrity of units (footings, seams, welds, bolts, frame)
- Functioning of all operable parts
- Functioning of all electrical components/connections
- Roof leaks
- Glass breakage/etching
2,1.2. Cleaning of all Street Furniture Structures weeklv (unless otherwise noted):
- Graffiti/sticker removal
- Fly posting removal
- Hand-washing of all surfaces with environmentally safe cleaning agents
- Hand-washing of display box interior
- Pick up of debris and removal of weds to up to five feet around the structures
- Cleaning of roof twice a month
2.1.3. Posting ofadvertisements/oublic information
- carried out once weekly or according to advertiser's campaign
2.1.4. Repairs
- Replacement of light bulbs
- Repair of minor damages
- All other reported to Service Center for appropriate repair crews
2.1.5. Repairs concerning safetv
- Immediate remedy and/or report to Service Center for instant repair
11
Agreement Bus Shelter Structures and Other Street Furniture
City of Miami Beach and Clear Channel Adshel
2.1.6. Inspection/audit (internal)
- Regular inspection of inventory citywide
- Independent auditors routinely monitor field operations of maintenance crews
2.2. 24-Hour Maintenance
Clear Channel Adshel will include 24-hour repair notification system, promptly
rectifying all street furniture-related irregularities and by the same means routing matters
beyond Clear Channel Adshel's jurisdiction to the appropriate City departments, and
urgent matter to 911. Clear Channel Adshel shall post on all street furniture structures a
toll free service number of its 24-hour Service Center.
2.3. Special Events Maintenance Plan
In addition to weekly and monthly preventative maintenance, daily street furniture
maintenance schedules will be modified to accommodated Miami Beach's special events
that either by street closure or anticipated heavy traffic would unduly complicate
maintenance crew activity. Clear Channel Adshel will maintain consultation with
appropriate City departments and the MDT A to reconcile maintenance schedules with
ongoing events.
2.4. E-Report MAS (Maintenance Accountability System)
Clear Channel Adshel will use its exclusive maintenance accountability system of remote
status monitoring and reporting technology. The system uses bar code wireless
transmission, and unalterable online databasing to record, relay, distribute and store real
time status reports of every bus shelter and street furniture structure at all phases during
the program (i.e. build-out, maintenance performance, advertising campaign verification,
monthly and quarterly status reports) and creating a citywide record of the program.
111
Agreement Bus Shelter Structures and Other Street Furniture
City of Miami Beach and Ciear Channel Adshei
Exhibit C
Advertising Guidelines
1. Any advertisement will comply with Federal, State, Miami-Dade County, and
City of Miami Beach laws, rules, and regulations,
2. The Contractor shall neither accept for display, install, display nor maintain any
advertisement on any Bus Shelter or Street Furniture structure that falls within
one or more of the following categories:
3,2 The advertisement or information contained in it promotes unlawful or
illegal goods, services or activities.
3.3 The advertisement promotes tobacco or tobacco-related products.
3.4 The advertisement contains images or information that demean an
individual or group of individuals on account of race, color, religion,
national origin, ancestry, gender, age, disability or sexual orientation.
3. The display of tobacco advertising shall be prohibited. The advertising for
alcoholic beverages shall not be permitted within 250 feet of any school, day care
center, or house of worship.
4. Any type of advertisement which is false or misleading, which promotes unlawful
or illegal goods, services or activities, or which is otherwise unlawful or obscene
as determined by the City shall be prohibited. Any such prohibited material
displayed or placed shaH be immediately removed by the Contractor upon notice
from the City.
5. The contractor shall review each advertisement submitted for display on Bus
Shelters and Street Furniture structures to determine whether the advertisement
falls within, or may fall within, one or more of the categories set forth in point 5.
ITHE MIAMI BEACH PROGRAr,'1
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ADMINISTRATION
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