Deo Bike, LLC. Concession Agreement boy-x6993
Deco Bike, I.I.C.
City of Miami Beach
Concession Agreement
for a Self-Service Bicycle Rental &
Sharing Program
INDEX ,
SECTION TITLE PAGE
1. TERM...................................................................................................................................5
2. CONCESSION AREA(S)AND CONCESSION SERVICE ZONE.......................................6
2.1 Concession Service Zone................................
2.2 Concession Area(s)...............................................................................................6
2.2.2 Underutilized Concession Area(s).............................................................6
2.2.3 High-Risk Concession Area(s)..................................................................7
3. USE(S).....:....:.:..:..:....::.........:...:......... ....:..:..:.:................................................................7
3.1 Bicycle Rental Services..........................................................................................7
3.3 Rental Kiosks and Bicycle Racks..........:...... .........................................................9
3.4 Operational Ceiling for Program...........................................................................12
3.5 Hurricane Evacuation Plan...................................................................................12
4. CONCESSION FEES........................................................................................................13
4.1 Percentage of Gross Sales(PG)..........................................................................13
4.2 Interest for:Late Payment........................
.. ... . . ..........................................14
4.3 Salese and Use Tax..:.... .... : ... : ........ . ..........................................................14
5. MAINTENANCE AND'EXAMINATION OF RECORDS.....................................................14
6. INSPECTION AND AUDIT::.:::......::.................. :..:............:.. ................ .................
14
7. TAXES AND'ASSESSMENTS`.... :.........:........ .:...... .....:..:...:.....:....:...:........................16
7.2 Procedure if Ad Valorem Taxes Assessed
8. EMPLOYEES AND.INDEPENDENT CONTRACTORS.....................................................16
8.1 Concessionaire's Employees. ........... ...........................................................16
9. HOURS OF OPERATION .................................................................................................16
10. IMPROVEMENT, MAINTENANCE, REPAIR and OPERATION.......................................17
10.1 Improvements........:..............................................................................................17
10.2 Maintenance/Repair......................................
10.3 Orderly Operation.......................:.........................................................................18
10.4 No Dangerous Materials...................................................... ........18
10.5 Security.................................................................................................................19
10.7 Inspection .............................................................................................................20
11. INSURANCE...................................................................................
...................................
12. INDEMNITY.......................................................................................................................21
12.4 Subrogation ..........................................................................................................21
12.5 Force Majeure.......................................................................................................21
12.6 Labor Dispute.......................................................................................................22
12.7 Waiver of Loss from Hazards...............................................................................22
13. DEFAULT AND TERMINATION........................................................................................22
13.1 Bankruptcy .......... ............................22
13.2 Default in Payment...............................................................................................23
13.3 Non-Monetary Default...........................................................................................23
13.4 Citys Remedies for Concessionaire's Default......................................................23
13.7 Surrender of Concession Areas/ Removal by Concessionaire of
Equipment/Improvements.....................................................................................24
13.9 Substitute Performance........................................................................................25
14. PERFORMANCE BOND OR ALTERNATE SECURITY...................................................25
15. ASSIGNMENT...................................................................................................................25
16. SPONSORSHIPS..............................................................................................................25
16.2 Advertisements.....................................................................................................26
17. NO IMPROPER USE.........................................................................................................27
18. PRICE SCHEDULES.........................................................................................................27
19. NOTICES...........................................................................................................................28
20. LAWS ................................................................................................................................28
20.1 Compliance...........................................................................................................28
20.2 Governing Law......................................................................................................28
20.3 Equal Employment Opportunity............................................................................29
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SECTION TITLE PAGE
20.4 No Discrimination....................
20.4.2 Equal Benefits Requirements.................. .........29
.......................................
21. MISCELLANEOUS..................................... ....29
...................................................................
21.1 No Partnership......................................................................................................29
21.2 Modifications.........................................................................................................30
21.3 Complete Agreement............................................................................................30
21.4 Headings...............................................................................................................30
21.5 Binding Effect...:...... ...............................................................................30
21.6 Clauses.................................................................................................................30
21.7 Severability...........................................................................................................30
21.8 Right of Ent .............................................................................30
21.9 Not a Lease ..........................................................................................................30
21.10 Signage.................................................................................................................31
21.11 Procedure for Approvals and/or Consents ...........................................................31
21.13 No Waiver.............................................................................................................31
21.14 No Third Party Beneficiary
21.15 Proposal Documents ........................................................................................32
22. LIMITATION OF LIABILITY...............................................................................................32
23. VENUE ..............................................................................................................................33
24. CITY'S CONTRIBUTION TO PROGRAM.........................................................................33
EXHIBITS
Exhibit 2.2 (a)Concession Area Site Plan.................. .............35
.............................
Exhibit 2.2 (b)Concession Area Site List ............................................................38
Exhibit 3.1 Program Equipment: Bicycle Image and Specs .........:.......................42
Exhibit 3.1.1 Program Equipment: Kiosk Station Image.......................................44
Exhibit 3.1.2 Program Equipment: Typical Site Plan and Elevations....................46
Exhibit 3.2.1 Price Schedule ................................................................................47
Exhibit 3.4 Hurricane Plan Documents ................................................................48
Exhibit 16.2 Bicycle Basket Sponsorship Format ................................................50
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c
CONCESSION AGREEMENT BETWEEN
CITY OF MIAMI BEACH, FLORIDA AND
DECO BIKE, LLC.
FOR THE
IMPLEMENTATION, MANAGEMENT AND
OPERATION OF A SELF-SERVICE BICYCLE SHARING PROGRAM
PURSUANT TO REQUEST FOR PROPOSALS NO. 44-07/08.
THIS AGREEMENT made on , 2009(Effective Date), between the CITY
OF MIAMI BEACH, a munici I co oration of the State of Florida, having its principal
address at 1700 Convention Center Drive, Miami Beach, Florida,33139(hereinafter called
"City"), and DECO BIKE, LLC., a Florida corporation, with offices at 3301 NE 1St Avenue
LPH-6, Miami, Florida 33137 (hereinafter.called "Concessionaire").
WITNESSETH
WHEREAS, self-service bicycle sharing programs are revolutionizing the way residents
and.tourists commute within cities in.Europe and North America,! a self-service bicycle
sharing program with public access has been determined by the City to be a desirable and
valuable mode of alternative public transportation for the community; and
WHEREAS, aself-service bicycle sharing-.program.serves as a great health benefit to
residents and tourists, alleviates_parking and vehicular traffic_ congestion, and reduces
vehicle emissions and reliance on fossil fuels, serving 'as vital and integral part of the
community; and
WHEREAS,-a self-service bicycle sharing program will generate substantial revenues for
the City and create a variety of new jobs for locals; and
WHEREAS, on September 10, 2008, the City Commission authorized the issuance of a
Request for Proposals No. 44-07/08 to solicit proposals for the City-wide implementation,
management and operation of a self-service bicycle rental program available to the public
(the RFP); and
WHEREAS, the Mayor and City Commission, at its January 28, 2009,.meeting, passed
and adopted Resolution No. 2009-26993,which accepted the recommendation of the City
Manager, pursuant to the RFP; and authorized the Administration to enter into negotiations
with Concessionaire as the top-ranked responsive proposer; and
WHEREAS, accordingly, the City and Concessionaire have negotiated the following
Agreement for the implementation, management and operation of an exclusive City-wide
self-service bicycle sharing program (the "program").
NOW THEREFORE, in consideration of the premises and the mutual covenants and
conditions herein contained and other good and valuable consideration, the receipt and
adequacy of which are hereby conclusively acknowledged, it is agreed by the parties
hereto as follows:
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The City hereby grants to the Concessionaire, and the Concessionaire hereby accepts
from the City,the right to operate the following described concession within the Concession
Service Zone and upon the Concession Areas (both as defined herein) in conformance
with the purposes and for the period stated herein and subject to all the terms and
conditions herein contained and fairly implied by the terms hereinafter set forth.
SECTION 1. TERM.
1.1 The initial term of this Agreement shall be for five(5)years, commencing on
the date of Operational Rollout. The "Operational Rollout" date shall be
defined as the earlier of: (i.) the first date that access to bicycles in the
program is available to the public; or(ii.)seven (7)months from the Effective
Date (as set forth on p. 4 hereof).
Concessionaire shall provide the City Manager or his designee with written
notice of the Operational Rollout date no later than thirty (30) days prior to
the commencement of said date.
1.1.1 The collection of security deposits (if any) by Concessionaire prior to
the Operational Rollout date, as a part of.the member subscription
registration process for the program or any free public demonstration
periods, shall not be used in determining the Operational Rollout date.
1.1.2 The Operational Rollout date may be extended by the City Manager,
in writing, at his sole discretion, upon written request from
Concessionaire, which notice shall state the reason for the request
and the anticipated period of time requested.
1.2 At the City's sole discretion, and provided further that the Concessionaire is
not in default, commencing upon written notice from Concessionaire to the
City, which notice shall be given in the fifth contract year of the initial term
(and then no later than ninety(90) days prior to expiration of said term), the
City may extend the term of this Agreement, for-one (1) additional five (5)
year renewal term.
As a condition to such renewal, the City may require Concessionaire to
purchase new Equipment (as defined herein),-if the City Manager deems
necessary. Concessionaire shall deliver to City; no later than ninety (90)
days prior to the expiration of the initial term: (L) a schedule of any
Equipment which was replaced during the initial term;and(ii.)an itemized list
of proposed replacement Equipment. The schedule and list shall be
delivered to, reviewed, and approved by the City Manager prior to, and as a
condition of, the City's consideration and approval of the renewal term.
1.3 For purposes of this Agreement, a "Contract Year" shall be defined as that
certain 365 day period commencing on the date of Operational Rollout.
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SECTION 2. CONCESSION AREAS) AND CONCESSION SERVICE ZONE.
The City hereby grants to the Concessionaire the right, during the Term of this Agreement,
to operate the concession, as described herein, generally, in the following Concession
Service Zone and, specifically, upon the following Concession Areas such
areas shall be referred to individually as a Concession Area, or collectively as the
Concession Areas):
2.1 Concession Service Zone.
The Concession Service Zone shall be defined as the geographical scope of
the program, which is deemed to be City-wide, and shall include all the
Concession Areas(as defined below and in Exhibit 2.2)within the city limits
f
o Miami Beach.
2.2 Concession
The Concession Areas are the actual physical site locations for the program
rental kiosks, as delineated on the Site Plan and Site List, which plan/lists
shall ''be ,approved by.the City Manager.or his 'designee, in-
, writing, and
attached-and incorporated as Exhibit 2.2- to this Agreement, no later than
thirt y (30) .days prior to the Operational Rollout 'date. In selecting the
Concession Areas for this Agreement,'the parties shall give consideration to
minimizing the impact upon the available number of public parking
areas/spaces-in the City:
2.2.1 In the event that.a Concession Areas)indicated on the approved Site
Plan and Site List is subsequently found to'be unsuitable for a kiosk
location, Concessionaire and the City shall use reasonable efforts in
mutually cooperating to find a replacement.Concession Area,within a
distance equal to-one'(1) city block;-within-thirty(30) days, and the
approved Site Plan and Site List (in Exhibit 2.2) shall be amended
accordingly. The same procedure shall be followed forthe addition of
new Concession Areas.
2.2.2 Underutilized Concession Area (s).
The City Manager may deem a Concession Area an "Underutilized"
Concession Area upon written request by Concessionaire to the City
Manager and upon Concessionaire presenting usage data for that
Concession.Area which indicates that the"quantity'-of daily rentals or
member uses originating from or returning to that Concession Area.
falls-.50% below the Average Program (Usage as defined below);• or
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as may otherwise be reasonably demonstrated by Concessionaire to
the satisfaction of they City Manager.The "Average Program Usage"
("APU") shall be defined as the average number of bicycle trips/uses
.per day per kiosk operating in the program during a given calendar
month. In the event the City Manager determines that a Concession
Area is an Underutilized Concession Area, the City shall use
reasonable efforts to cooperate with Concessionaire to transfer to or
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1
create a new Concession Area, and shall amend the Site Plan and
Site List (Exhibit 2.2) accordingly.
2.2.3 High-Risk Concession Area (s).
The City Manager may deem a Concession Area a "High-Risk"
Concession Area, upon written request by Concessionaire to the City
Manager, when its incidence of theft and/or vandalism is 50% higher
than the Average Theft-Vandalism Rate; or as may otherwise be
reasonably demonstrated by Concessionaire to the City Manager.The
"Average Theft-Vandalism Rate" ("ATVR") shall be defined as the
average number of acts of theft or vandalism per kiosk operating in
the program within a given calendar month. The Concessionaire shall
present usage data for the Concession Area in question which
indicates that the rate of theft and/or vandalism is 50% higher than
the Average Theft/Vandalism. In the event that the City Manager
determines that a Concession Area is a High-Risk Concession Area,
the City shall use reasonable efforts to cooperate with Concessionaire
to transfer to or create a new Concession Area and shall amend the
Site Plan and Site.List (Exhibit 2.2) accordingly.
SECTION 3. USE(S).
The Concessionaire is hereby authorized to conduct the following kind(s) of program
related businesses and provide the following kind(s)of program related services within the
Concession Area(s), all at its sole cost and expense:
3.1 Bicvcle Rental Services
Concessionaire shall provide bicycle rentals at automated, self-service kiosks
in the Concession Areas, on a short-term and subscription basis. The City
herein approves the: (i.)types of bicycles, as set forth in Exhibit 3.1, attached
hereto; and (ii.) prices for rental and/or subscriptions for same, as set forth in
Exhibit 3.2.1, attached hereto.Any amendments to Exhibits 3.1 and/or 3.2.1,
whether as to type of bicycles to be rented, or as to changes in prices, must
be approved in writing by the City Manager or his designee prior to such
changes being implemented within the Concession Area(s), and the
respective exhibit(s) will be amended accordingly.
The Concessionaire agrees to maintain an adequate supply of bicycles
necessary to accommodate demand. Bicycle rental and subscription
services shall be offered daily to patrons at all times during the Concession
Area(s) hours of operation, as set forth in Section 9 hereof.
Concessionaire and/or the City may desire to add new technologies or
equipment which may be developed in the future and are not contemplated
under the Agreement.
In the event Concessionaire determines new equipment or technology
should be used in the program, Concessionaire shall make a request, in
writing, to the City Manager which outlines the proposed new equipment or
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technologies and the advantages, resulting from their implementation. The
City Manager shall use reasonable efforts to approve or deny such request
within thirty (30) days. In the event such a request is denied, the City
Manager shall provide a detailed explanation stating why such changes to
the program equipment or technology should not be made.
Concessionaire 'shall integrate any approved new equipment and/or
technology at Concessionaire's sole cost and responsibility and at no cost to
the City.
3.1.1 Intentionally Omitted.
3.1.2 All respective equipment within an individual Concession Area
including, without limitation, the rental kiosks, bicycle racks, and
bicycles(all of which may be hereinafter referred to collectively as the
Equipment) shall be placed."su bsta ntially in accordance with the
approved Site Plan and Site List in Exhibit 2.2. Concessionaire shall
not materially deviate from the approved Site Plan and Site List
without the prior written consent of the City Manager or his designee.
3.1.3 It is the City's intent,. and Concessionaire hereby agrees and
acknowledges, to develop and promote a world class bicycle rental
and sharing program`'that is comparable to those found at other world
class communities,similar to the City of Miami Beach. The condition
and quality of Concessionaire's Equipment shall at all times adhere to
the highest responsible ongoing maintenance standards, in a manner
that is consistent with the aforestated standards.
Concessionaire shall maintain its bicycles in good working order and
repair and.useable'conditibn. At a ,rninim`um; this Shall require the
following: chain in good working order,and free of rust; all moving
components tubed;`bicycle frame and fork structurally sound and in a
clean.condition; lights and reflectors functioning as designed; pedals
in functional order; brakes functioning properly; handlebars properly
attached and functional; tires inflated and free of excessive wear;
wheels/spokes functional and.free of 'excess ive,wear; seat in proper
working order; all bolts and nuts properly secured; and all RFP-
required accessories present and functioning as designed.
Concessionaire shall maintain the rental kiosks and bicycle racks in
the Concession Areas in a good, clean working order and repair,
including without limitation, keeping them free of graffiti.
In the event that a kiosk or rack is damaged, for any reason,
Concessionaire shall, at a minimum, commence repairs within forty-
eight(48) hours, and, in any event, complete repairs or(if irreparable)
replace the damaged kiosk or rack so that same is fully operational,
no later than ten (10) days from the date `Concessionaire first
becomes aware (or should be aware) of the damage.
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In the event that a bicycle is damaged for any reason, Concessionaire
shall, at a minimum, commence repairs within forty-eight (48) hours
and, in any event, complete repairs or (if irreparable) replace the
damaged bicycle(s)within ten (10)days from the first date of removal
(at which time the fully repaired bicycle or a replacement bicycle shall
be put back into service).
Following the Effective Date, the City may, at its option, request that
Concessionaire provide it with a full inventory of all program
Equipment, including es and numbers (per item); dates of lease
types (� }
and/or purchase; and initial condition (established as of the date of
inventory).Thereafter, City and Concessionaire may jointly prepare a
plan and schedule for the ongoing replacement and/or updating of
Equipment throughout the Term of this Agreement.
Many small/light maintenance items may be done on-site by
Concessionaire and/or its subcontractors to eliminate or minimize unit
downtime, while moderate to heavy maintenance may require
Equipment to be removed from circulation and serviced at
Concessionaire's repair center.
The quality of Equipment offered in the program will be first-rate and
comparable - to similar bike sharing programs in world-class
communities (similar to the City of Miami Beach).
3.2 Intentionally Omitted.
3.3 Rental Kiosks and Bicycle Racks
Concessionaire shall erect, install, operate, and maintain, at its sole cost and
expense, and at no cost to the City, all program rental kiosks and bicycle
racks within the Concession Areas contemplated in Exhibit 2.2.
Concessionaire shall not erect, install, operate, and maintain additional
kiosks and bicycle racks(unless Concessionaire is undertaking the repair or
replacement of an existing kiosk or bicycle rack in an approved Concession
Area), nor identify additional or alternate locations for.same (other than as
identified in Exhibit 2.2), without the prior written approval of the City
Manager or his designee.
Concessionaire 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 for the design of the kiosks and bicycle
racks. This shall include, without limitation, the following(as may be required
by the City): preparation of schematic design documents consisting of
drawings, site plans, elevations, samples as required to show the scale and
relationship of the components and the design concept as a whole; and,
based upon the schematic design documents, as approved by the City,
9
design development documents which may consist of, but not be limited to,
drawings, outline specifications and other documents necessary to fix and
describe the size and character of the kiosks and bicycle racks in terms of
architectural, structural (if any), and electrical (if any) systems, construction
finish materials, and such other elements as the City may deem reasonably
.necessary and appropriate.
With regard to the design of the kiosks and bicycle racks,the Concessionaire
may be required to participate in a 'number of public presentations,
workshops, community meetings, etc., as required for review and approval
from regulatory bodies, and as may otherwise be deemed necessary by the
City Manager, in his reasonable discretion,'' for community and public
involvement. This shall include, without'limitation, meeting with the staff of
the City's Planning Department to determine Whether the kiosks and bicycle
racks will require Design Review and Historic Preservation Board approvals.
If so required, Concessionaire shall be responsible for securing all final, non-
-appealable approvals from any and. all such regulatory boards, at
Concessionaire's sole cost and expense; provided, however,that the City(as
.the owner of the land for the Concession Areas)shall reasonably cooperate
with .Concessionaire in 'assisting with the timely submittal of any owner's
affidavits (and/or such other documents that m ay-.be required by the City, as
owner of the land).
The. Concessionaire herein warrants and represents to the City that any
architects utilized by.Concessionaire 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 occupational licenses from
the City and the County. Any and all engineers required herein shall also be
duly licensed and certified by the State. 'f Florida'to'engage in the practice of
engineering in Florida.
The.Concessionaire shall, at its sole cost and expense, fabricate, construct,
and install (or cause to be fabricated, 'constructed, and installed)the kiosks
and bicycle racks, based on the approved design (and subject to the
conditions, if any, or any regulatory board orders). Concessionaire shall be
responsible for preparation of any and all plans and specifications for same,
and shall be responsible for obtaining all required govemmental approvals
and permits prior to fabrication/construction/installation.
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
Concessionaire, or- any person' claiming by, ' thi-ough or under
Concessionaire, or for improvements or work, the- cost of which is the
responsibility of Concessionaire, Concessionaire agrees to have such notice
or claim of lien cancelled and discharged within fifteen (15)*days after notice
to Concessionaire by City. In the event Concessionaire fails to do so, City
may terminate this Agreement for cause without liability to City.
City shall not be liable for any claims, losses or damages suffered by third
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parties arising from Concessionaire's or its officers, agents, employees or
contractors; fabrication,. construction, and installation of the kiosks and
bicycle racks, unless caused by City's gross negligence orwiliful misconduct.
In addition to the preceding sentence, Concessionaire shall maintain, or
require that its contractor(s) maintain, worker's compensation insurance in at
least the minimum amounts required by Florida law, and shall provide to City
a certificate evidencing such coverage.
3.3.1 Project Schedule / Project Implementation Launch
Concessionaire shall implement the program in two (2) phases:
Phase I:
Shall include the South Beach District and portions of the Middle
Beach District, and specifically including the Concession Areas
delineated in Exhibit 3.3.1, attached hereto. The Operational Ceiling
(as hereinafter defined) shall be 500 bicycles for Phase I.
Phase II:
Shall include the remainder of the Middle Beach District and the North
Beach District, and specifically including the following Concession
Areas delineated in Exhibit 3.3.1, attached hereto. The Operational
Ceiling shall be 400 bicycles for Phase 11.
Once implemented, Phase I and Phase II shall have a combined
program Operational Ceiling of 900 bicycles on a Citywide basis.
Concessionaire shall first commence the program with the setup and
implementation of Phase 1. Phase I shall be installed and
implemented no later than the Operational Rollout date.
Upon Concessionaire notifying the City Manager, in writing, that
Phase I is installed, functioning properly, and operating as designed,
and acceptance of the same, in writing, by the City Manager or his
designee shall provide written notice to Concessionaire that it can
proceed with the setup and implementation of Phase II.
The procedure for implementation, set up, and City acceptance of
Phase 11 shall be the same as for Phase I. Phase 11 will be installed
and implemented no later than three(3)months from the Operational
Rollout date.
For purposes of the completion dates above, neither Phase I nor
Phase II shall be deemed "installed and implemented" unless it has
been accepted by the City Manager, in writing, on or prior to such
date.
3.3.1.1 Project Schedule
Within thirty (30) days from the Commencement Date,
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Concessionaire and City shall mutually agree upon a detailed
schedule for the fabrication, construction, and installation of the
kiosks and bicycle racks, specifying the design and permitting
phases; fabrication time; commencement and completion of
construction; commencement and completion of installation; and
implementation and -set-up date (up to the Operational Rollout
date); and including, without- limitation, specific milestones;
timelines, etc. Said schedule, when completed, shall be attached
and incorporated as'Exhibit 3.3.1.1 to this Agreement(the Project
Schedule).
The Project Schedule, or specific dates thereon, may be extended
by the City Manager, in writing, at his sole discretion, upon written
:request ,from the Concessionaire, which notice shall state the
reason for the request and' the anticipated period of time
requested:
3.3.1.2 Intentionally Omitted.
3.4 Operational Ceiling for Program
.3.4.1 "Operational Ceiling" shall be defined as the maximum number of
bicycles permitted to be operating and available to the public at any
time.
3.4.2 The Operational Ceiling shall be 500 bicycles for Phase I, and 400
bicycles for Phase II, for a total of 900 bicycles combined upon the
implementation of both phases City-wide.
3.4.3 Intentionally Omitted.
3.4.4 Intentionally.Omitted.
3.4.5 The City Manager or his designee may authorize an increase in the
Operational Ceiling on a temporary basis for special events or
conventions, specifying the number of additional bicycles permitted to
be in operation and the dates for which the increase applies to. Such
increases shall be authorized in writing by the City Manager or his
designee prior to allowing any additional bicycles.
3.4.7 Intentionally Omitted.
3.5 Hurricane Evacuation Plan.
Concessionaire agrees that any and all Equipment not permanently affixed,
must.be removed within twelve (12) hours from the issuance of a Hurricane
Warning by the Miami-Dade County Office of Emergency Management, and
stored at a private, off-site storage facility. Priorto the Commencement Date,
Concessionaire shall provide the City Manages or his designee with a
hurricane preparedness/evacuation plan,which shall include the location and
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proof of ownership and/or control by Concessionaire(either through a deed,
lease or other document satisfactory to the City Manager or his designee)of
the aforestated off-site storage facility; both of which shall be referenced in
Exhibit 3.4, attached hereto. Concessionaire shall begin to restock the fleet
into the Concession Areas only upon receiving verbal or written notice to do
so from the City Manager or his designee, and said restocking shall be
completed within four(4) business days.
3.6 Intentionally Omitted.
SECTION 4. CONCESSION FEES.
4.1 Percentage of Gross Sales (PG):
Commencing with the Operational Rollout date, an amount equal to 12%
percent of gross sales(PG), based on Concessionaire's gross sales receipts
up to $2,999,999.99, shall become due and payable by Concessionaire to
the City within fifteen (15) days following the end of each calendar month
(during each contract year throughout the Term).
Commencing with the Operational Rollout date, an amount equal to 15% PG,
based on Concessionaire's gross sales receipts surpassing$3,000,000,shall
become due and payable by Concessionaire to the City within fifteen (15)
days following the end of each calendar month (during each contract year
throughout the Term).
Commencing with the first contract year following the Operational Rollout
date, an amount equal to 25% PG of Concessionaire's gross sales receipts
derived solely from Concessionaire's Bicycle Basket Sponsorship Program,
shall become due and payable by Concessionaire to the City fifteen (15)
days following .the end of each calendar month, (during each contract
throughout the Term).
Concessionaire shall be exempt from sharing revenues on the first
$1,000,000 in gross sales receipts generated during the first contract year
following the Operational Rollout date, which period of time shall serve as a
"grace period." Concessionaire shall commence revenue sharing payments
to the City upon collecting gross sales receipts surpassing $1,000,000
following the Operational Rollout date.
The term "gross sales receipts" is understood to mean "all income retained
or accrued as a result of sales activity, derived by the Concessionaire under
the privileges. granted by this Agreement, including without limitation,
Concessionaire's short-term bicycle rentals, bicycle subscription program,
and membership sales, excluding amounts of any Federal, State, or City
sales tax, or other tax, governmental imposition, assessment, charge or
expense of any kind, collected by the Concessionaire from customers
and
required by law to be remitted to the taxing or other governmental authority."
Any sales which result in credit card chargebacks where the customer's
credit card company refuses or denies payment on transactions shall not be
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calculated as a part of any revenues subject to revenue sharing.
4.2 Interest for Late Payment.
Any payment which Concessionaire 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 (12%) percent per annum, or the
maximum interest allowable pursuant to Florida law', whichever is greater,
from the due date of payment until such time as payment is actually received
by the City.
4.3 Sales and Use Tax.
Any required Florida State Sales and Use Tax shall be paid by
Concessionaire directly or added to payments and forwarded to the City as
part of said payments. It is the City's intent that it is to receive all payments
due from Concessionaire as net of such Florida State Sales and Use Tax.
4.4 Intentionally Omitted.
SECTION 5. MAINTENANCE AD EXAMINATION OF RECORDS.
Concessionaire shall maintain current,.accurate,sand complete.financial records (on an
accrual basis) related to its operations herein. 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 Manager or his designee, upon reasonable prior notice,
-whether verbal or written, and during normal business hours.-Such records and accounts
shall include, at,a minimum,a breakdown of gross receipts, expenses; and profit and loss
statements. In the event Concessionaire accepts cash as a form of-payment, 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'Concession Areas; 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.
.A monthly report of gross.receipts must be-submitted to the City, through the Finance
Department's Revenue Supervisor, to be received no later than thirty (30) days after the
close of each month (during each contract year throughout the Term).
SECTION 6: INSPECTION AND AUDIT.
.Concessionaire 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 his designee, as deemed
necessary by them. Concessionaire shall maintain all such records at its principal office,
currently located.at.3301. NE V!Ave. LPH-6,.Miami; Florida, 33137, or, if moved to another
location, all such records.shall be relocated, at Concessionaire's expense, to a location in
Miami Beach; within ten (10) days' notice (written or verbal)from the City.
The City Manager or his designee shall be entitled to audit Concessionaire's records
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pertaining to its operations, as often as he deems reasonably necessary throughout the
Term of this Agreement, and three (3) times within the three (3) year period following
termination of the 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, unless the audit(s) reveals a deficiency of five
(5%)percent or more in Concessionaire's statement of gross receipts for any year or years
audited, in which case Concessionaire shall pay to the City, within thirty (30) days of the
audit being deemed final by the City, the cost of the audit and a sum equal to the amount
of the deficiency revealed by the audit, plus interest. These audits are in addition to
periodic audits by the City of Resort Tax collections and payments, which are performed
separately. Nothing contained within this Section shall preclude the City's audit rights for
Resort Tax collection purposes.
Concessionaire shall submit at the end of each contract year (throughout the Term), an
annual statement of gross receipts,in a form consistent with generally accepted accounting
principles. Additionally, such statement shall be accompanied by a report from an
independent CPA firm.
It is Concessionaire's intent to stay informed of comments and suggestions by the City
regarding Concessionaire's performance under the Agreement.Within thirty(30)days after
the end of each contract year, Concessionaire shall meet with the City Manager or his
designee to review Concessionaire's performance under the Agreement for the previous
contract year. At the meeting, Concessionaire and City may discuss quality, operational,
maintenance and any other issues regarding Concessionaire's performance under the
Agreement.
SECTION 7. TAXES, ASSESSMENTS.
7.1 Concessionaire agrees and shall pay before delinquency all taxes(including
but not limited to Resort Taxes) and assessments of any kind levied or
assessed upon a Concession Area'or the Concession. Areas, and/or on
Concessionaire by reason of this Agreement, or by reason of
Concessionaire's business and/or operations within a Concession Area or
Areas. Concessionaire 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. Concessionaire 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, Concessionaire shall be responsible for
such delinquency charges, in addition to payment of the contested tax, if so
ordered.
Concessionaire 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 3 and for each Concession Area (if
required).
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7.2 Procedure If Ad Valorem Taxes Assessed.
If ad valorem taxes are assessed against a Concession Area or the
Concession Areas (or any portion thereof) by reason of Concessionaire's
business 'and/or operations thereon, Concessionaire shall be solely
responsible for prompt and timely payment of same.
SECTION 8. EMPLOYEES AND INDEPENDENT CONTRACTORS.
. 8.1 Concessionaire's Employees.
8.1.1 Concessionaire shall select,train and employ such number of employees as
is necessary or,appropriate for Concessionaire to satisfy its responsibilities
hereunder. Concessionaire shall be the sole authority to hire, terminate and
discipline any and all personnel employed by Concessionaire.
8.1.2 Concessionaire shall designate a competent full-time employee to oversee
the day-to-day operations, and who shall act as the.contract administrator for
the.program and serve as Concessionaire'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 City Manager
or his designee at all. reasonable.times during normal business hours to
discuss the management, operation and maintenance of the program, and
within a reasonable time frame during non-business hours in the event of
emergency. Consistent failure by the,employee to be accessible shall be
reported to Concessionaire's principal(s), and if not rectified, shall be
grounds for replacement of the employee.
8.2 Concessiona.ire's. employees and/or contractors shall wear identification
badges and uniforms approvedby the City Manager or his designee, during
all hours of-operation when such employee or contractor is acting within the
scope of such employment.or such contractor- relationship. All employees
and/or contractors shall observe all the graces of personal grooming. The
Concessionaire 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. The Concessionaire:and any persons hired or otherwise
retained by Concessionaire, shall never have been convicted of a felony.
8.3 Concessionaire shall make good faith efforts to hire employees and/or
contractors for the program from among unemployed workers in the City of
Miami Beach workforce.
SECTION 9. HOURS OF OPERATION.
All Concession Areas and operations thereon shall be open every day of the year,weather
or events of force majeure permitting, and shall be open to the public 24 hours per day,
365 days per year.
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SECTION 10. IMPROVEMENTS, MAINTENANCE, REPAIR and OPERATION.
The Concessionaire accepts the use of any and all Concession Areas provided in this
Agreement "AS IS," "WHERE IS," and "WITH ALL FAULTS," existing of at the
Commencement Date.
Concessionaire assumes sole responsibility and expense for maintenance of the
Concession Areas and all Equipment thereon.
10.1 Improvements.
10.1.1 In addition to the specific procedures set forth in Section 3.3 for the
design, fabrication, construction, and installation of the kiosks and
bicycle racks, Concessionaire shall also be solely responsible
(including cost) and shall pay for the design,.fabrication, construction,
and installation of any and all other improvements to a Concession
Area or Areas. Any plans for such improvements shall be submitted
to the City Manager or his designee for the City's written approval.
All improvements (including any made pursuant to Section 3.3)
intended to be permanent and fixed shall remain the property of the
City upon termination and/or expiration of this Agreement. Upon
termination and/or expiration of this Agreement, all personal property
and non-permanent trade fixtures may be removed from the
Concession Areas by Concessionaire.
Concessionaire will permit no liens to attach to the Concession Areas
arising from, connected with, or related to the design, fabrication,
construction, and installation of any improvements. Moreover, any
permitted construction shall be accomplished through the use of
licensed, reputable contractors who are acceptable to the City. Any
and all approvals, permits, and or licenses required for the design,
construction, and/or installation of improvements shall be the sole
cost and responsibility of Concessionaire.
10.1.2 Upon.termination and/or expiration of this Agreement any and all
improvements erected or installed in the Concession Areas (not
intended to be permanent or fixed, but subject to the City's election in
immediately following sentence)shall be removed by Concessionaire,
at its sole cost and expense, in accordance with Subsection 13.7
hereof. Additionally, Concessionaire may also be required to remove
any permanent or fixed improvements at the City Manager's sole
discretion, upon written request from the City Manager or his
designee. Any such improvements shall be promptly removed by
Concessionaire, at its sole cost and expense, and Concessionaire
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shall restore the Concession Area or Areas to its/their original
condition prior to the improvements being made.
10.2 Maintenance/Repair.
The Concessionaire shall maintain, at its sole cost and expense, the
Concession Areas and any Equipment thereon (as required to operate the
program).
10.2.1 Concessionaire shall be - solely responsible for the day to day
operation, maintenance and repair' . of all Concession Areas.
Concessionaire shall maintain the Concession Areas and any
Equipment- thereon in good working order and condition.
Concessionaire shall keep all Equipment free of graffiti.
10.2.2 All damage of any kind to a Concession-Area and any Equipment
thereon shall be the Sole obligation'of Concessionaire, and shall be
repaired, restored or replaced promptly by Concessionaire, at its sole
cost and expense, to'the reasonable satisfaction of the City Manager
or his 'designee. In the. event any Equipment is lost, stolen, or
damaged, it shall be promptly replaced or repaired by Concessionaire
no later than ten (1.0) days from the date of loss, theft, or damage.
10.2.3 All.of the'aforesaid repairs, restorations grid replacements shall be in
quality-'and class equal to or better than the original work (or
Equipment) and shall be done in good and workmanlike manner.
10.2.4 If Concessionaire fails to make such repairs, restorations and/or
replacements to a Concession Area and/or to any particular
Equip'ment.thereon, the same maybe made by the City, at the City's
sole option and discretion, but not its'obligation. Concessionaire shall
be -responsible -,for any costs associated therewith, and shall
-reimburse the City within -ten (10) days after rendition of a bill or
statement.
10.2.5 It -shall be- Concessionaire's sole obligation to insure that any
renovations, repairs and/or improvements made by Concessionaire to
the Concession Areas comply with all applicable building codes and
life safety codes of governmental authorities having jurisdiction.
10.3 Orderly Operation.
The Concessionaire shall have a neat and orderly operation at all times and
shall be solely responsible for the necessary housekeeping services to
properly maintain the Concession Areas and any Equipment thereon. The
Concessionaire shall make available all Equipment within a Concession Area
for examination by the.City Manager or his authorized representative, upon
reasonablel verbal and/or written notice from the City.
10.3.1 Concessionaire agrees, also at its sole cost and expense to pay for all
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garbage disposal generated by its operations.
10.4 No Dangerous Materials.
The Concessionaire 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
Concession Areas, or on any City property and/or right of way.
Concessionaire 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 Concessionaire of any "hazardous substance" or
"petroleum products" on, under, in or upon the Concession Areas as those
terms are defined by applicable Federal and State Statute, or any
environmental rules and environmental regulations promulgated thereunder;
provided, however, Concessionaire 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 10.5 shall survive the
termination or earlier expiration of this Agreement.
10.5 Security.
The Concessionaire shall be responsible, at its sole option, to employ or
provide reasonable security measures, as it may deem necessary to protect
the Concession Area and any Equipment thereon. Under no circumstances
shall the City be responsible for any stolen or damaged Equipment, nor shall
Ci ty responsible
be for any stolen or damaged personal property of
Concessionaire's employees, contractors, agents, patrons, guests, invitees,
and/or other third parties.
Notwithstanding the preceding paragraph, Concessionaire shall not be
obligated to have a duty to provide security services (whether manned or
automated)to patrons using the program, as the program is contemplated as
an unattended self-service and automated system. Concessionaire shall not
employ any recorded video surveillance without the approval of the City
Manager or his designee.
City and Concessionaire understand that bicycle theft has been identified as
a problem in other bicycle sharing programs. One of the potential causes for
theft may be that the locking mechanism may leave inexperienced users of
these types of bike sharing programs unsure of whether their bicycle is
properly.locked. Accordingly, in order to deter theft, Concessionaire shall
prominently disclose on each kiosk, in visible;plain,easy to read/understand
language and/or symbols, the proper procedure(s) for safely docking and
locking a bike into the bike docking station. Similarly, Concessionaire shall
utilize a locking system that clearly indicates to users when a bicycle has
been fully and properly locked. It is highly recommended that
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Concessionaire utilize a mechanism that is fully incorporated into the bicycle
design, so that it should be impossible to remove the lock without breaking
the bicycle.
Concessionaire shall also place a clearly visible, legible disclaimer on kiosks,
and on patron/customer receipts', advising users that-'program bikes do not
come equipped with individual locks and that neither City nor Concessionaire
shall be liable or otherwise responsible to users if the bicycle is stolen while
in use (including bicycles that are not properly locked at the conclusion of
use).
10.6 ..Intentionally Omitted.
10.7 Inspection:
The Concessionaire agrees that the any Concession Area(including,without
limitation, any Equipment thereon) may be'inspected'at-any time by the City
Manager or his designee,;'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.The Concessionaire hereby waives all claims
against the•City'for compensation for loss or damage sustained by reason of
any interference with the concession 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 the
Concessionaire from any obligation hereunder.
SECTION ll.-INSURANCE.-
Concessionaire'. shall °maintain, at its sole cost.and expense,`the following types of
insurance coverage at all times throughout the Term of this Agreement:
a. Comprehensive General Liability in the m' inimurn amount of One Million
($1,000,000.00) Dollars per occurrence for bodily injury and property
damage.,This policy must-also-contain coverage for'premises operations,
products and contractual liability: `
b. Workers Compensation Insurance shall be required in accordance with the
laws of the State of Florida.
C. Automobile Insurance shall be provided covering all owned, leased, and
hired vehicles and non-ownership liability, for not less than the following
limits:.
Bodily Injury $1,000,000 per person
Bodily Injury $1,000,000 per accident
Property Damage $1,000,000 per`accident
The policies of insurance referred to above shall not be subject to cancellation or
changing coverage except upon at least thirty (30) days- 'prior written notice to the
City, and then only subject to the prior written approval of the City-Manager or his
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designee. Prior to the Commencement Date of this Agreement, Concessionaire
shall provide City with a Certificate of Insurance for each such policy. ALL
POLICIES SHALL NAME THE CITY OF MIAMI BEACH FLORIDA AS AN
ADDITIONAL NAMED INSURED. All such policies shall be obtained from
companies authorized to do business in the State of Florida with an A.M. Best's
Insurance Guide (latest edition) rating acceptable to the City's Risk Manager, and
any replacement or substitute company shall also be subject to the approval of the
City's Risk Manager.
Should Concessionaire fail to obtain, maintain or renew the policies of insurance
referred to above, in the required amounts, the City may, at its sole discretion,
obtain such insurance, and any sums expended by City in obtaining said insurance,
shall be repaid by Concessionaire to City, plus ten (10%) percent of the amount of
premiums paid to compensate City for its administrative costs. If Concessionaire
fails to repay City's expenditures within fifteen (15) days of demand such failure
shall be deemed an event of default, and the total sum owed shall accrue interest at
the rate of twelve (12%) percent until paid.
SECTION 12. INDEMNITY.
12.1 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, Concessionaire shall indemnify, hold
harmless and defend the City, its officials, directors, employees, contractors,
agents, and servants from and against any claim, demand or cause of action
of whatsoever kind or nature arising out of error, omission, or negligent act of
Concessionaire, its officials, directors, employees, contractors, agents, and
servants with regard to the program and operations contemplated in
Agreement.
12.2 In addition, 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, Concessionaire shall
indemnify, hold harmless and defend the City, its officials, directors,
employees, contractors, agents, and servants from and against any claim,
demand or cause of action of whatever kind or nature arising out of any
misconduct of Concessionaire, 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 liable.
12.3 Subsections 12.1 and 12.2 shall survive the termination or expiration of this
Agreement. Subsections 12.1 and 12.2 shall not apply, however,to any such
liability that arises as a result of the willful misconduct or gross negligence of
the City.
12.4 Subrogation.
The terms of insurance policies referred to in Section 11 shall preclude
subrogation claims against Concessionaire, the City and their respective
21
1 /L
officers, employees, contractors, agents, and servants.
12.5 Force Ma'eure.-
Neither party shall be obligated to perform hereunder and neither party shall
be deemed to be in default if performance is prevented by:
a. Any act or chain of related acts resulting in Equipment destruction,
vandalism or theft which renders at least fifty (50%) percent of the
Concessionaire Areas in the Concession Service Zone unusable at
any one -point in time and which is not caused by negligence of
.Concessionaire;
b. earthquake; hurricane;flood; act of God; direct act of terrorism; or civil
commotion occurring which renders at least fifty(50%)percent of the
Concession Areas in the Concession Service Zone unusable.
C. any law, ordinance, rule, regulation or order of any public or military
authority stemming from the existence of economic or energy
controls, hostilities, or war which renders at least'fifty,(50%)percent of
the Concession Areas in the Concession Service Zone unusable.
12.6 Labor Dispute.
In the :ovent of a .labor dispute.which results in a strike,' picket or boycott
affecting at least fifty (50%) percent of the-Concession Areas within the
Concession Service Zone, Concessionaire shall not thereby be deemed to
be in default or to have breached any part of this Agreement, unless such
dispute shall have been,caused:by-illegal labor practices or violations by
Concessionaire of applicable collective bargaining,Agreements (and there
has been a final determination of such fact -which is not cured by
Concessionaire within thirty (30) days).
12.7 Waiver of Loss'from Hazards.
The Concessionaire hereby expressly waives all claims against the City for
loss or damage sustained by the. Concessionaire'resulting from any Force
Majeure contemplated in Subsection 12.5 and Labor Dispute in Subsection
12.6 above, and the Concessionaire: 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.
.12.8 Intentionally Omitted.
SECTION 13. DEFAULT AND TERMINATION.
Subsections 13.1 through 13.3 shall constitute events of default underthis Agreement. An
event of default by Concessionaire shall entitle 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 13.4 and Section 14.
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13.1 Bankruptcy.
If either the City or Concessionaire 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 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 Default in Payment.
In the event Concessionaire fails to submit any payment within five (5) days
of its due date, there shall be a late charge of Fifty($50.00) Dollars per day
for such late payment, in addition to interest at the highest rate allowable by
law. If any payment and accumulated penalties are not received within fifteen
(15) days after the payment due date, and such failure continues seven (7)
days after written notice thereof, then the City may, without further demand
or notice, terminate this Concession Agreement without being prejudiced as
to any remedies which may be available to it for breach of contract; and may
begin procedures to collect the Performance Bond required in Section 14
herein.
13.3 Non-Monetary Default.
In the event that Concessionaire or the City fails to reasonably perform or
observe the non-monetary covenants, terms or provisions under this
Agreement, and such failure continues thirty (30) days after written notice
thereof from the other party hereto, 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. In the event that a default is not
reasonably susceptible to being cured within such period,the defaulting party
shall not be considered in default if it shall, within such period, commence
with due diligence and dispatch to cure such default and thereafter
completes with dispatch and due diligence the curing of such default, but in
no event shall such extended cure period exceed ninety(90) days from the
date of written notice thereof. In the event Concessionaire cures any default
pursuant to this subsection, it shall promptly provide the City Manager with
written notice of same.
13.4 Citv's Remedies for Concessionaire'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
23
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
Concessionaire 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 Concessionaire. On the date so specified,
Concessionaire shall then quit and surrender the Concession Area(s)to City
pursuant to the provisions of Subsection 13.7. Upon the termination of this
Agreement, all rights and interest of Concessionaire in and to the
Concession Area(s) 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 to it by Concessionaire under this
Agreement, including but not limited to, the Performance Bond in Section 14
herein.
In addition to the rights set forth above, the City shall have the rights to
pursue any and all of the following:
a. the right to injunction or other similar relief available to it under Florida
law against Concessionaire; and or
b. the right to maintain any and all actions at law or suits in equity or
other proper proceedings to obtain damages resulting from
Concessionaire's default.
13.5 If an event of default by the City shall occur, the Concessionaire may, after
expiration of the cure periods, as provided above, terminate this Agreement
upon written notice to the City. Said termination shall become effective upon
receipt of a written notice of termination by the City, but in no event shall
Concessionaire specify a termination date that is less than sixty (60) days
from the date of the written termination notice. On the date specified in the
notice, Concessionaire shall quit and surrender the Concession Area(s) to
City pursuant to the provisions of Subsection 13.7.
13.6 Intentionally Omitted.
13.7 Surrender of Concession Areas / Removal by Concessionaire of
Equipment/Improvements.
Upon expiration, or earlier termination of this Agreement, Concessionaire
shall surrender the Concession Areas in the same condition as the
Concession Areas were prior to the Commencement Date, reasonable wear
and tear excepted. Concessionaire shall, at its sole expense and at no
charge to the City, remove all Equipment from the Areas, (as well as any
other permanent or fixed improvements if so requested by the City Manager
or his designee) no later than sixty (60) days after the conclusion of the
Term, (or from the date of other termination of this Agreement) unless a
longer time period is agreed to, in writing, by the City Manager).
Concessionaire's obligation to observe or perform this covenant shall survive
the expiration or other termination of this Agreement. Continued occupancy
24
of any Concession Areas after termination of the Agreement shall constitute
trespass by the Concessionaire, and may be prosecuted as such. In addition,
the Concessionaire shall pay to the City One Thousand ($1,000.00) Dollars
per day per Area as liquidated damages for such trespass and holding over.
13.8 intentionally Omitted.
13.9 Substitute Performance
In the event that the Concessionaire fails to properly perform the removal of
any Equipment and restoration of the Concession Areas to their original
condition in accordance with the terms of the Agreement, then the City shall
have the right to undertake and/or purchase, as the City Manager deems
appropriate, any such supplies, materials, services, etc., covered herein and
to charge Concessionaire for all actual costs thereby incurred by the City.
Concessionaire shall-be responsible for paying all of said costs.
SECTION 14. PERFORMANCE BOND OR ALTERNATE SECURITY.
Concessionaire shall, on or before the Operational Rollout date, furnish to the City
Manager or his designee a Performance Bond in the penal sum stated below for the
payment of which Concessionaire shall bind itself for the faithful performance of the terms
and conditions of this Agreement. A Performance Bond, in the amount of One Hundred
Thousand ($100,000.00) Dollars, shall be provided by the Concessionaire in faithful
observance of this Agreement. A cash deposit, irrevocable letter of credit, or certificate of
deposit may also suffice, as determined by the City Manager or his designee, in his sole
and reasonable discretion. The form of the Performance Bond or alternate security shall be
approved by the City's Chief Financial Officer. In the event that a Certificate of Deposit is
approved, it shall be a One Hundred Thousand($100,000.00)Dollar one-year Certificate of
Deposit in favor of the City, which shall be automatically renewed, the original of which
shall be held by the City's Chief Financial Officer. Concessionaire shall be so required to
maintain said Performance Bond or alternate security in full force and effect throughout the
Term of this Agreement. Concessionaire shall have an affirmative duty to notify the City
Manager or his designee, 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
Concessionaire, 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 15. ASSIGNMENT.
Concessionaire shall not assign all or any portion of its costs or,obligations under this
Agreement without the prior written consent of the City Manager, which shall not be
unreasonably withheld. Concessionaire shall notify the City Manager of any proposed
assignment, in writing, at least sixty(60)days prior to the proposed effective date of such
assignment. In the event that any such assignment is approved by the City Manager, the
assignee shall agree to be bound by all the covenants of this Agreement required of
Concessionaire.
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SECTION 16. SPONSORSHIPS.
16.1 The City reserves unto itself all present and future rights to negotiate all
forms of endorsement and/or sponsorship agreements based on the
marketing value of any City trademark, property, brand, logo and/or
reputation. Any and all benefits derived from an endorsement and/or
sponsorship agreement based on the marketing value of a City trademark
property, brand, logo and/or reputation, shall belong exclusively to the City.
Concessionaire shall be specifically prohibited from entering into, or
otherwise creating any, sponsorships and/or endorsements with third parties
which are based solely or in `any part on the marketing value of a City
trademark, property, brand, logo and/or reputation. The prohibition on
Concessionaire entering into such sponsorship and/or endorsement
Agreements utilizing the City's property, trademark,' logo, brand and
reputation, .as defined above in-this Section,' shall not be interpreted to
include nor prohibit the Concessionaire's right to sell, rent, or use,
exclusively,,any particular brand orproduct that would be'permitted for use,
sale, or rental pursuant to this Agreement. Moreover, the City will not limit
Concessionaire's ability to negotiate'a'reduced rate for purchase, from any
.vendor, whose product(s)' Concessionaire uses:or offers'for sale or rent
pursuant to this Agreement:
It is further acknowledged that.the name, likeness, equipment, concepts,
logos, designs and other intellectual property rights f Deco Bike,LLC. shall
remain in the exclusive possession`and control of Concessionaire at all
times; provided, however, that' Concessionaire hereby. grants City an
irrevocable license to use any DecoBike,'LLC_trademark, brand, and/or logo,
for purposes of the City's promotion'of the program and'including, without
limitation, the right to use such trademarks; brand, and/or logo in all media
(for such public marketing purposes)whether now existing or as may exist in
the future.
16.2 Advertisements
The City acknowledges that Concessionaire may display limited commercial
advertising material through 'the sale by Concessionaire of sponsorship
placements upon bicycle baskets in the program' (the Bicycle Basket
Sponsorship Program). The Bicycle Basket 'Sponsorship Program is
described in, and shall be subject to, the requirements in Exhibit 16.2,
attached hereto.
-Any Advertisements displayed on bicycles shall comply with all Federal,
State, Miami-Dade County, and City of Miami Beach laws,.'rules, regulations,
ordinances, and codes, including, but not limited to, those pertaining to
and/or related to billboards, outdoor advertisements, and signage, as
applicable. In addition,the construction, materials, content and appearance
of any Advertisements.to be installed on the bicycles must be allowable and,
if allowed, shall comply with such other and future requirements as Federal,
State, County, and City authorities may from time to time impose, including,
but not limited to, public safety,zoning, building, and aesthetic requirements.
26
Accordingly, any unauthorized Advertisements on bicycles (or on other
Equipment, or within any Concession Area), or any Advertisements failing to
comply with any applicable Federal, State, County, and City provisions shall
and must be removed by Concessionaire, at its sole cost and expense,
within forty-eight (48) hours from receipt of written notice from the City
Manager or his designee. In the event such Advertisements are not
removed within said time period, the City may, at its sole option and
discretion, terminate this Agreement for cause, without further notice to
Concessionaire, and without liability to City.
Concessionaire herein acknowledges that the City reserves the right to
impose such additional requirements for the installation and display of the
Advertisements, at any time, at its sole option and discretion; provided that
the City Manager or his designee shall provide Concessionaire with written
notice of such additional requirements and such requirements do not
frustrate the purpose and intent of this Agreement.
The permissible content of Advertisements shall not include firearms, alcohol
or tobacco products, or be of a sexually offensive nature.
SECTION 17. NO IMPROPER USE,
The Concessionaire,will not use, nor suffer or permit any person to use in any manner
whatsoever, any Concession Areas or improvements on equipment 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. The
Concessionaire 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 the Concessionaire, or any official, director, agent, contractor, or servant
regarding the concession. In the event of any violation by the Concessionaire, or if the City
or its authorized representative shall deem any conduct on the part of the Concessionaire
to be objectionable or improper, the City shall have the right to suspend concession
operation should the Concessionaire fail to correct any such violation, conduct, or practice
to the satisfaction of the City Manager or his designee within twenty-four (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 his designee.
SECTION 18. PRICE SCHEDULES.
Concessionaire agrees that prices charged for bicycle rentals and membership
subscriptions will be consistent with the price schedule(s) (herein submitted by the
Concessionaire and approved by the City), in Exhibit 32.1 hereto. All subsequent price
approvals and changes must be approved in writing by the City Manager or his designee.
27
The City hall have the final right of approval for all such rice changes, but said approval
tY 9 PP P 9 PP
shall not be arbitrarily or unreasonably exercised.
SECTION 19. NOTICES.
All notices from the City to the Concessionaire shall be deemed duly served upon receipt, if
mailed by registered or certified mail with a return receipt to the Concessionaire at the
following address:
Deco Bike, LLC.
3301 NE�1 s'Avenue, Suite LPH-6
Miami, FL 33137
Attn: Ricardo Pierdant
With copies to:
Ozzie Schindler; Esq.
Greenberg & Traurig,. LLP
1221 Brickell Avenue
Miami, FL 33131
All notices from the Concessionaire to the City shall be deemed duly served upon receipt, if
mailed by registered or certified mail return.receipt requested to the City'of Miami Beach at
the following addresses:
City fVianager
City of Miami Beach
1700 Convention Center-Drive
Miami Beach, FL,33139
With copy to:
Parking Department
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
Attn: Saul Frances, Parking Director
The Concessionaire and the City may change the above--mailing address at any time upon
giving the other party written notification. All notices under this Concession Agreement
must be in writing.
SECTION 20. LAWS.
20.1 Compliance.
Concessionaire shall comply with all applicable 'City; County, State, and
,-Federal ordinances, statutes, rules and regulations, including but not limited
28
to all applicable environmental City, County, State, and Federal ordinances,
statutes, rules and regulations.
20.2 Goveming Law.
Intentionally Omitted.
20.3 Equal Employment Opportunity.
Neither Concessionaire nor any affiliate of Concessionaire 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).
Concessionaire will take affirmative steps to utilize minorities and females in
the work force and in correlative business enterprises.
20.4 No Discrimination.
The Concessionaire agrees that there shall be no discrimination as to race,
sex, sexual orientation, color, creed, national origin,familial status; religion 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 Concession Areas.All operations and services offered in
the Concession Areas shall be made available to the public, subject to the
right of the Concessionaire and the City to establish and enforce reasonable
rules and regulations to provide for the safety, orderly operation, and security-
of the Areas and improvements and equipment thereon.
20.4.1 Pursuant to Sections 62-90-and 62-91, of Chapter 62, of the Miami
Beach City Code entitled "Human-Relations", Concessionaire, by
executing this Agreement, certifies that it does not discriminate in its
membership or policies based on race, color, national origin, religion,
sex, sexual orientation, familial status or handicap.
20.4.2 Equal Benefits Requirements:
Concessionaire by its execution of this Agreement, further
acknowledges that it is required to comply with all applicable
provisions of City Ordinance No. 2005-3494, as same may be
amended from time to time,which requires certain Concessionaire to
provide equal benefits for domestic partners (the Ordinance). This
Ordinance applies to all employees of Concessionaire who work
within the City limits of the City of Miami Beach, Florida, and the
Concessionaire's employees located in the United States, but outside
of the City of Miami Beach limits, which are directly performing work
on a contract within the City of Miami Beach.
CONCESSIONAIRE, BY ITS EXECUTION OF THIS AGREEMENT,
HEREBY ACKNOWLEDGES AND AGREES TO BE BOUND BY
THE PROVISIONS OF THE ORDINANCE, AS SAME MAY BE
AMENDED FROM TIME TO TIME.
29
SECTION 21. MISCELLANEOUS.
21.1 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 Concessionaire.
21.2 Modifications.
This Agreement cannot be changed or modified except by Agreement in
writing executed by all parties hereto. Concessionaire 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 with respect to Concessionaire's operations, as
contemplated herein.
21.4 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.
21.5 Binding Effect.
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns.
21.6 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.
21.7 Severability.
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.
21.8 Right of Entrv.
The City, at the direction of the City Manager, shall at all times during hours
30
of operation, have the right to enter into and upon any and all parts of the
Concession Area(s)for the purposes of examining the same for any reason
relating to the obligations of parties to this Agreement.
21.9 Not a Lease.
It is expressly understood and agreed that no part, parcel, building, facility,
equipment or space is leased to the Concessionaire, that it is a
concessionaire and not a lessee; that the Concessionaire's right to operate
the concession shall continue only so long as this Agreement remains in
effect.
21.10 Signage.
Concessionaire shall provide, at its sole cost and expense, any signs utilized
for its program. All advertising, signage and postings shall be approved by
the City, and shall be in accordance with all applicable Municipal, County,
State and Federal laws and regulations. Any signage posted by
Concessionaire shall be subject to the prior approval of the City as to size,
shape and placement of same, and no such approvals will be unreasonably
withheld.
City shall be responsible to provide, at its sole cost and expense, and as(or
if) it deems necessary in its sole,and reasonable judgment and discretion,
any traffic, regulatory or public safety signs, whether related directly or
indirectly to the program.
21.11 Procedure for Approvals and/or Consents.
In each instance in which the approval or consent of the City Manager or his
designee is allowed or required in this Agreement, it is acknowledged-that
such authority has been expressly provided herein,to the City Manager or his
designee by the Mayor and City Commission of the City. In each instance in
which the approval or consent of the City Manager or his designee is allowed
or required in this Agreement, Concessionaire shall send to the City Manager
a written request for approval or consent(the "Approval Request"). The City
Manager or his designee shall use reasonable efforts to provide written
notice to Concessionaire 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 his
designee's failure to consider such request within this time provided shall not
be deemed a waiver, nor shall Concessionaire assume that the request is
automatically approved and consented to. The City Manager or his designee
shall not unreasonably withhold such approval or consent. This Subsection
shall not apply to approvals required herein by the Mayor and City
Commission.
21.12 Intentionally Omitted.
21.13 No Waiver.
31
t!
21.13.1 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.
21.13.2 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 such waiver and that one only for the time and in the
manner specifically stated.
21.13.3 The receipt of any sum paid by Concessionaire 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 and construed as payment for use and occupation, and
not as rent, unless such breach be expressly waived in writing by the
City.
21.14 No Third Party Beneficiary.
Nothing in this Agreement shall confer upon any person or,entity, including,
but not limited to subconcessionaires, other than the parties hereto and their
respective successors and permitted .assigns, any rights or remedies by
reason of this Agreement.
21.15 Proposal Documents
"Proposal Documents"shall mean Request For Proposals No. 44-07/08 For
a Self-Service Bicycle Rental Program, issued by the City in contemplation of
this Agreement, together with all ;amendments thereto,- if any, and the
Consultant'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 Documents and
this Agreement, this Agreement shall prevail.
SECTION 22. LIMITATION OF LIABILITY.
The City desires to enter into this Agreement placing the operation and management of the
Concession.Area(s) in the hands of a private management entity"Only if 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 One Hundred Thousand
($100,000.00) Dollars. Concessionaire hereby expresses its.willingness to enter into this
Agreement with a One Hundred Thousand ($100,000.00) Dollar limitation on recovery for
any action for breach of contract. Accordingly, and in consideration of the separate
consideration of One Hundred Thousand ($100,000.00) Dollars, the receipt of which is
hereby acknowledged, the City shall not be liable to Concessionaire for damages to
Concessionaire in an amount in excess of One Hundred Thousand ($100,000.00)Dollars,
32
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.
SECTION 23. VENUE.
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
CONCESSIONAIRE HEREBY KNOWINGLY AND INTENTIONALLY WAIVE THE RIGHT
TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING THAT CITY AND
CONCESSIONAIRE MAY HEREIN AFTER INSTITUTE AGAINST EACH OTHER WITH
RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT
OR THE CONCESSION AREA(S).
SECTION 24 CITY'S CONTRIBUTION TO PROGRAM.
The City agrees to provide Concessionaire with the following forms of assistance for the
program:
1. Banner and link for program on City's website;
2. Monthly feature in Miami Beach Magazine (PSA's, Editorials and/or other
placements) during the first contract year following the Operational Rollout date.
(Concessionaire shall provide camera-ready artwork);
3. Quarterly e-mail blasts to all City employees and others on City e-mail lists during
first contract year following Operational Rollout date;
4. Participation in the Federal Bicycle Commuter Act Employee Reimbursement
Program, if possible;
5. Provide concrete or other appropriate surface pads or pavers for Concession Areas
that are not already paved; remove grass and debris from Concession Areas prior to
Concessionaire's installation of Equipment, and upon written notice by
Concessionaire (per Area);
6. In the event of a hurricane, provide a "loading area" for Concessionaire to use
where Concessionaire can temporarily park trailers or shipping containers to load
bicycles (and/or as a point for pick up/drop off of same by Concessionaire);
7. Provide an area sufficient for Concessionaire to use in the event of a hurricane
where Concessionaire can temporarily park trailers or shipping containers to store
bicycles and/or as a point for pick up/drop off of same by Concessionaire.
8. Regular PSA features on Channel 77 for first six (6) months following Operational
Rollout date, to announce program implementation and, thereafter, on at least a
quarterly basis throughout Term.
33
re
IN WITNESS WHEREOF, the parties hereto have 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
Robert Parcher, CITY CLERK Matti H. Bower, MAYO
Attest: DECO RIDGE, LLC.
Signature/Secretary Ricardo' ierdant; PRESIDENT
.Print Name
APPRO A. S TO
FORM&LANGUAGE
&FOR CUTION
35
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Exhibit 2.2 (b)
Concession Area Site List
South Beach Closest Crossroads
Station M Phase: Street: Avenue:
1 1 South Point Drive Washington
2 1 1 st Street Ocean Drive
3 1 1 st Street Washington
4 1 1 st Street Alton Road
5 1 2nd Street Jefferson Ave.
6 1 /t 1 st&2nd Ocean Drive
7 1 3rd Street Washington
8 1 5th Street Euclid Ave
9 1 4th Street Jefferson Ave.
10 1 th Street Alton Road
11 1 th Street Ocean Drive
12 1 th Street ashington
13 1 6th Street ichigan
14 1 7th Street cean Drive
15 1 7th Street Washington
16 1 7th Street Meridian
17 1 7th Street West Ave
18 1 th Street Ocean Drive
19 1 th Street ashington
20 1 th Street uclid Ave
21 1 9th Street ichigan
22 1 1 0th Street Alton Road
23 1 11 th Street Ocean Drive
24 1 11 th Street Washington
25 1 11 th Street Euclid Ave
26 1 11 th Street Jefferson Ave.
27 1 11 th Street ennox Ave
28 1 13th Street Nashington
29 1 13th Street ennsylvania Ave
30 1 1 3th Street Michigan
31 1 Espanola Dcean Drive
32 1 Espanola Washington
33 1 Espanola Euclid Ave
34 1 12th Street West Ave
35 1 14th Street West Ave
36 2 Venetian Way Island Ave
37 1 16th Street ennsylvania Ave
38 1 16th Street ichigan Ave.
39 1 15th Street ay Road
40 1 16th Street Bay Road
41 1 Lincoln Road Collins Ave.
38
South Beach Closest Crossroads
Station #: Phase: Street: Avenue:
42 1 Lincoln Road Drexel Ave.
43 1 Lincoln Road ennsylvania Ave
44 1 Lincoln Road Euclid Ave
45 1 Lincoln Road Meridian
46 1 incoln Road Jefferson Ave.
47 1 incoln Road ichigan Ave.
48 1 incoln Road Iton Court
49 1 17th Street eachwalk
50 1 17th Street onvention Center Drive
51 1 16th Street ollins Ave.
52 1 18th Street ollins Ave.
53 1 1 9th Street ashington
54 1 1 st Street ollins Ave.
55 1 3rd Street ollins Ave.
39
Middle Beach Closest Crossroads
Station Phase, Street: Avenue:
1 1 25th Street Collins Ave.
2 REMOVED
3 1 ade Boulevard N. Michigan Ave.
4 1 20th Street West Ave.
5 1 1.8th Street Purdy Ave,
6 1 21st Street Iton Road
T 1 28th Street ollins Ave.
8 f 0th Street ollins Ave.
9 '2 West 30th Street Royal Palm Ave.
10 2 West 27th Street Alton Road
11 2:. 34th Street Collins Ave.
12 2 est 24th Street Royal Palm Ave.
13 2 orth Bay Road Icon Road,
14 2 7th Street ollins Ave.
15 2 40th Street ollins Ave.
16 2 West 40th Street Sheridan Ave.
17 2 41 st Street Royal Palm Ave.
18 2 41 st Street rairie Ave.
19 2 41 st Street hase Ave.
20 2 41 st Street Zparden Ave.
21 2 43rd Street Collins Ave.
22 2 45th Street Collins Ave.
23 2 W. 45th Street Royal Palm Ave.
24 2 W.43rd Court N. Michigan Ave.
25 2 46th Street Collins Ave.
26 2 .46th Street N. Michigan Ave.
27 2 48th Street Collins Ave.
28 REMOVED
29 2 50th Street ollins Ave.
30 2 52nd Street ollins Ave.
31 2 54th Street ollins Ave.
32 2 56th Street Collins Ave.
33 2 9th Street Collins Ave.
40
North Beach Closest Crossroads
Station#: Phase: Street: Avenue:
1 2 64th Street ollins Ave.
2 2 69th Street ollins Ave.
3 2 71 st Street ollins Ave.
4 2 71 st Street Byron Ave.
5 2 Bay Drive Rue Vendome
6 2 Normandy Drive Zue Vendome
7 2 ormandy Drive Rue Notre Dame
8 2 ormandy Drive Trouville Esplanade .
9 2 arseille Drive Rue Granville
10 2 2nd Street arlyle Ave.
11 2 74th Street Dcean Terrace
12 2 74th Street Dickens Ave.
13 2 Fairway Drive orthshore Drive
14 2 77th Street ollins Ave.
15 2 77th Street yron Ave.
16 2 9th Street ollins Ave.
17 2 1 st Street IIbbot Avenue
18 2 . 4th Street Collins Ave.
19 2 1 st Street Crespi Blvd.
20 2 15th Street Prespi Blvd.
41
r E,
Exhibit 3.1
Program Equipment: Bicycle Image & Specs
Base Unit/Stock Image Shown, Subject to Modifications.
Will feature all equipment required by the RFP.
DECO BIKE BASKET 1. Right Basket f=ascia
SPONSORSHIP 2. Front Basket Fascia
FORMAT B. Left Basket F=b'90
1
B SurF (outlined
ham) to aocomo-
date sponsor x' r
tnfalaoa-on Basket.
�r
s�
Total a porwar places
meat-Area limited to
1.5 square few per
basket inax. d
x"..
•
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42
Deco Bike Custom Cruiser 26" Coaster Brake Model
Frame 6061 PG Aluminum T4/T6 H/T:50*44*34x'132
Fork CS-9101 Hi Tensile Steel, Integrated Style Crown,
Curved Legs with Double Eyelets 28.6x1.4T
Headset Alloy, 25.4-44-30, Semi Integrated Bearings
Handlebar Custom, Alloy& Steel
Stern Alloy, 180mm Quill x 90mm Extension x 30 Degree
Rise25.4mm Barbore
Grips Black/Grey, 130mm Length
Seat Binder Alloy Seat Clamp with Quick Release, w/Lockin Mech.
Seat Post Alloy w/Integrated Clamp,'31.8mm x 400mm ,
-Accommodates Riders 5'-6'3"
Saddle . Cionlli 7257 with Chromoly Rails and Elastomer
Sus ension
Cranks Alloy 3-Piece Crank with PVC Disc Cover-Grey,
170mm, 42T Steel Ring
Chainring Steel, 42T x 1/2' x 1/8"
BB Steel, BC1.37"x 24T.'Double Sealed Bearings
Shimano Tool Compatible)
Chain K.M.0 2410 Rust Buster, 112"x 1/8"
Chain Guard Steel or.alloy
. Pedals VP-LED1, Boron Axle, 9/16"
F-Hub DH-3N20NT Dynamo Front Hub 12G x 36H, Nutted
R-Hub Shimano Internal.Coaster Brake, 12G x 36H x 3/8"x
150mm Axle
Sprocket!Freewheel 20T x-1/2"x 1/8"
Rims 26 x 1.9572.125"x 36H x 12G, Allo
Spokes 12G Stainless Steel with Brass Nipples
Tires CST 26 x 1.95"
Tubes Tubes with Puncture Sealant, American Schrader
Valves,
Kickstand Alloy
Lighting Active Front and Rear
Fenders PC Fender Set. Rear Fender Must have 2 Struts
instead of 1
Fender Must also have SW-803G Fender Protector or
similar
Bell Alloy Bell with Plastic Base
Basket Stainless Steel-or Alloy Custom Integrated Basket
Structure
Reflectors 4 pieces to Meet CPSC Standards
Bike Weight 36-38 Pounds, Based on Custom Specs
Note Specs Subject to Change and Modification
43
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Exhibit 3.1.1
Program Equipment: Kiosk Station Image
For informational Purposes Only, Subject to Planning/Zoning Approval and modification
as necessary.
st
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,
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z _-w'° F,. V.—
r 1�ri t°�i �j4• r� -
WATER-JET
ENGRAVED
ALUMINUM
LOGO OPTION FOR
END COLUMNS
3:_
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C7
44
OPTIONAL
R -RAIL
r�sr ps
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TRANSITION
PLATES FOR
E MORE
STREAMLINED
APPEARANCE
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45
Exhibit 3.1.2
Program Equipment: Typical Site Plan & Elevations
For Informational Purposes Only, Subject to Planning/Zoning Approval and modification as
necessary.
DECO BIKE K10SK - SK3P
Y
a
- J y
Y f e
a
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IC.._..:>•� .:_�..--..�.:.».r.-as+,w+...r '..::iJ..o-.wa..r�riie rvtr-..�-sv'w.LU'.:c..v�•`..n--- - o.^.r.Ar�w.�u r.••--�.a wa... - �..-aw.m.a..ar....... --�r.✓
to
!�i61[f 4
e�"ar.._.-.r.,.,....K.n..w.++sv:s.•.as...>+w.s..s>...•r,. +t .�.:�s:�....a•-.e+»e...r.�-,swws,".e-..>v�h.
{ +P
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�;:�° t ... '����'may_ �•�> ;
{ .�..:e•-..„�«i�''i�+'+�fPF•w. .<.�.c....�...�....a.....M-,,,.__ _ ..�y�'...<,........o-...... .>....-..,n�a.."... .- wys.�....+.�''��.".�5,,.'°.'°'..:! ..
f' ♦i
..,,r• r a'h�C°QCs ;.1.°I
DECO IRKE - BIKE RENT&AND SK4 RING SYSTEM
. caffl=: iii�.r0pe1
46
EXHIBIT 3.2.1
PRICE SCHEDULE
Short-Terre Bicycle Rentals:
® $1.95 per half-hour to $3.50 per half-hour
® $3.95 per hour to $6.95 per hour
Benefits:All short-term bicycle rentals.provide the user access to any bike available
in the program at any location.A member can pickup and return a bicycle to and/or
from any kiosk location with docking space or inventory available. All members will
enjoy the amount of time contracted for. Should a member not return their bicycle to
a rack within that time, their credit card will continue to be charged in the same
increments in which they chose to rent.
® Acceptable Forms of payment: Credit Card
Membership Subscriptions:
• Monthly- $9 per month to $16 per month
• Weekly - $12 to $14
• Benefits: All membership subscriptions provide the user access to any bike
available in the program at any location. A member can pickup and return a bicycle
to and/or from any kiosk location with docking space or inventory available. All
members will enjoy an unlimited amount of daily trips up to thirty (30) minutes in
length each. If the 30 minute time limit is exceeded, escalating late fees will be
assessed to insure prompt returns.
• The following free period and fees apply:
o Free I st half-hour
o $2 2nd half-hour.
o $4 3rd half-hour
o $6 4th half-hour and each half-hour thereafter
• Acceptable Forms of payment: Credit Card and/or checks and money orders
Patrons are required to operate the bicycles at their own risk while checked out. In the
event of bicycle theft while a patron has a bicycle checked out, such should be reported
to the police and patrons shall be required to obtain a police report. Concessionaire
may, at its sole option, choose to refund all or part of any patron's security deposit or
rental fees it deems necessary on a case-by-case basis.
47
T X.
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Exhibit 3.4
Hurricane Plan Documents
Contained herein is a copy of the following documents applicable to the hurricane
preparedness plan in Section 3.4:
- Warranty Deed for Warehouse/Storage/Parking
- Authorization Letter from Owner
Concessionaire also intends to lease an additional warehouse facilities capable of
accommodating the bulk of the program's equipment.
Alejandro Diaz
March 1,2009
To: Decd Bike, LLC.
3 301 NE 114 Avenue
Miami,FIL 33137
Re, Hurricane Storage
Miami Beaah Bicycle Rental Program
To whorn it may concern:
I hereby authorize becn Bike,LLG.W ufitize my warehouse%perking and storage
fecNies(in addition to their own premises)in the evervt of a hurricane so that
tiny may Mom equipnuvd as needed to protect ii fro-n the adverse waether
oondiiiions.
Att Alhed you will find a copy OX mr mod. Should you have any questioner please
feel free to contact me at 305-742-7233.
Regards
4jaC5ro Diaz
pmpw?y 0 weer
Uan svv 135th Avenue
Miami, FL 33184
48
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49
Exhibit 16.2
Bicycle Basket Sponsorship Format
The maximum sponsor placement surface area shall be limited to a total of 1.5 square feet
per bicycle, regardless of shape or form. Such sponsor placements shall only appear on
bicycles in the program and not upon other structures in the Concession Areas.
'DECO BIDE BASS 1. Right Basket Fascia
SPONSOZ IP 2. Front Ba t Favia
FORMAT S. Left Ba f Fula
S Surfaces (cwtlined
hem) fa accomo-
Ar
date sponsor
iinfo/ ov ors Basket. n
Total sponsor place-
ment Area limited to
1.5 care f er
p v i
ba t m=.
4
• :... Pte _ .- ...
f•�. ►
:3
i s
a
e..
.. r �.
lkr
t
50