2016-29674 Reso RESOLUTION NO. 2016-29674
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI
BEACH, FLORIDA, APPROVING AND AUTHORIZING THE MAYOR AND CITY
CLERK TO EXECUTE, SUBSTANTIALLY IN THE FORM ATTACHED TO THIS
RESOLUTION, AMENDMENT NO. 3 TO THE AGREEMENT BETWEEN THE CITY
AND CLEAR CHANNEL OUTDOOR, INC, AS ASSIGNEE, DATED OCTOBER 17,
2001, TO CONSTRUCT, OPERATE AND MAINTAIN BUS SHELTER STRUCTURES
AND OTHER STREET FURNITURE THROUGHOUT THE CITY, PURSUANT TO
REQUEST FOR PROPOSALS NO. 107-99/00, WHICH AGREEMENT, EFFECTIVE AS
OF OCTOBER 31, 2016, HAS BEEN EXTENDED BY THE PARTIES ON A MONTH TO
MONTH BASIS; SAID AMENDMENT, IN MATERIAL PART: (1) PROVIDING FOR THE
CITY AND CLEAR CHANNEL TO EQUALLY SHARE IN THE COST OF REMOVING
AND REPLACING ANY BUS SHELTER OR BENCH WHICH IS REQUIRED TO BE
REMOVED AS A RESULT OF ONGOING OR NEW ROADWAY CONSTRUCTION
PROJECTS; (2) REQUIRING A PHASE OUT PLAN FOR THE REMOVAL OF THE
BUS SHELTERS AND BUS BENCHES UPON THE EXPIRATION OR TERMINATION
OF THE AGREEMENT; (3) CLARIFYING THE APPLICABILITY OF THE
AGREEMENT TO BUS SHELTERS AND BUS BENCHES; AND (4) MEMORIALIZING
THE PRACTICE OF PROVIDING THE CITY WITH AD SPACE FOR CITY
PROMOTIONAL MATERIALS, SUBJECT TO SPACE AVAILABILITY.
WHEREAS, on October 17, 2001 Clear Channel Adshel, Inc. (Clear Channel Adshel),
entered into the agreement with the City of Miami Beach to construct, operate and maintain bus
shelters and other street furniture throughout the City, pursuant to Request for Proposals No.
107-99/00 (the Agreement); and
WHEREAS, the Agreement had an initial term of ten (10) years with an option to renew for an
additional five (5)year term; and
WHEREAS, the Agreement provides for commercial advertising on the bus shelter and
revenue sharing with the City receiving an annual escalating percentage(currently at 30%); and
WHEREAS, on September 28, 2011, the City executed Amendment No. 1 to the
Agreement, which, among other things, exercised the five-year renewal term provided for in the
Agreement and additionally provided for a subsequent five-year term renewal option beyond October
31, 2016 at the City's discretion; and
WHEREAS, on December 9, 2015, the City Commission discussed the potential renewal of
the bus shelter Agreement and the item was referred to the Finance and Citywide Projects Committee
(FCWPC)for discussion; and
WHEREAS, during the discussion, the City Commission recommended issuing a
competitive solicitation for a bus shelter design program that would incorporate features enhancing the
transit experience of passengers, including innovative designs,technology, and other amenities; and
WHEREAS, on January 22, 2016, the FCWPC discussed the renewal of the Agreement and
recommended issuing a Request for Proposals (RFP) for a new bus shelter design to result in a new
iconic design unique to Miami Beach, similar to how the City approached lifeguard stations; and
WHEREAS, the FCWPC recommended that after bus shelter design approval, the
Administration issue an RFP for the construction, operation and maintenance of bus shelter structures
and other street furniture throughout the City; and
WHEREAS, the FCWPC also recommended that the Administration extend the Agreement
until the new agreement(New Agreement) is in place; and
WHEREAS, on March 9, 2016, the Mayor and City Commission adopted Resolution No.
2016-29325 accepting the recommendation of the FCWPC to issue a Request For Proposals for the
design of new bus shelters; and authorizing the City Manager to extend the existing Agreement on a
month-to-month basis, terminable for convenience and without cause by the City, after expiration of
the current term, on October 31, 2016, so that the Agreement will remain in place until a new
agreement is executed; and
WHEREAS, on December 31, 2001, Clear Channel Adshel merged into More, Inc., a
Delaware corporation, and said entity simultaneously changed its name to Clear Channel
Adshel, Inc., a Delaware corporation; and
WHEREAS, Clear Channel Adshel, Inc. is a wholly owned subsidiary of Clear Channel
Outdoor, Inc., a Delaware corporation ("Clear Channel), which is authorized to do business in
Florida and operates and manages the Agreement as the Contractor; and
WHEREAS, Amendment No. 2 to the Agreement has been provided to Clear Channel Adshel
and Clear Channel for execution, and which provides for: (1) an extension of the term of the
Agreement (Extended Term), until such time as the City executes a new agreement for similar
services; and (2) memorializes the assignment of the Agreement from Clear Channel Adshel to
Clear Channel; and
WHEREAS, during the Extended Term, the City, through the City Manager, may
terminate the Agreement at the City's sole option, at any time, upon thirty (30) days prior written
notice to Clear Channel; and
WHEREAS, on October 19, 2016 meeting, the City Commission discussed an amendment to
the Agreement to address Clear Channel's responsibilities with regard to removaVre-installation of bus
shelters affected by construction projects during the Extended Term as well as bus shelter removal at
the end or early termination of the Agreement but no action by the City Commission was taken; and
WHEREAS, the following bus shelters are pending removal or reinstallation (Pending
Bus Shelters) as a result of previously completed or ongoing roadway construction projects
(Roadway Construction Projects) which have impacted existing bus stops and bus shelters:
• Three (3) bus shelters are pending reinstallation along Alton Road between 5th Street and
Michigan Avenue due to the FDOT Alton Road Reconstruction Project which began on April 1,
2013 and has been completed;
• One (1) bus shelter at Indian Creek/44th Street is pending reinstallation due to the
FDOT Indian Creek Drainage Project on 43rd Street which began in 2013;
• Two (2) bus shelters located at Indian Creek Drive/37th Street and at Indian Creek Drive
just south of 41st Street, respectively, are pending removal due to the City's ongoing Indian
Creek Shoreline Project; and
• One (1) bus shelter located at Indian Creek Drive/29th Street has been removed due to
the ongoing Indian Creek Shoreline Project; and
WHEREAS, given Clear Channel's concern with the capital cost of removal and reinstallation
of the Pending Bus Shelters and the limited potential to recuperate their investment during the
Extended Term, the City and Clear Channel agreed to equally share the cost of the
removal/reinstallation of the Pending Bus Shelters and any future bus shelter/bus bench affected by
Roadway Construction Projects; and
WHEREAS, Section 14 of the Agreement states that at the end of the term or the date of other
termination of the Agreement, Clear Channel is required to remove any and all bus shelters and street
furniture erected and installed pursuant to the Agreement at its sole cost and expense and at no cost to
the City; and
WHEREAS, at this time, Clear Channel has installed and maintains 108 bus shelters and 180
bus benches in the City ty and it is not known how many of the se will remain
and how many will need to
be removed and replaced with new bus shelters; and
WHEREAS, in order to minimize disruption in the use of the bus shelters and benches by the
public during the removal of the current bus shelters and benches and their replacement by the
provider under the new agreement, Clear Channel and the City agreed that the removal process would
need to be accomplished in phases (Phase Out Plan); and
WHEREAS, at the October 19, 2016 City Commission meeting, as part of a separate item, the
City Commission discussed the installation of"IKE" Interactive Wayfinding Kiosks and directed staff to
bifurcate interactive kiosks from bus shelters in future contracts or extensions of existing contracts; and
WHEREAS, the Agreement includes bus shelters and other street furniture (including directory
structures and Internet network stations, among other items); and
WHEREAS, although the Agreement contemplated the possibility of other street
furniture (in addition to bus benches), those additional categories of street furniture have not
been installed and the Agreement needs to be amended to clarify its applicability to bus shelters
and bus benches only; and
WHEREAS, during the existing term of the Agreement, Clear Channel has provided the
City with advertising space for the City's promotional materials at no cost to the City, subject to
space availability and payment by the City for any out of pocket production costs, and the City
and Clear Channel wish to memorialize this understanding; and
WHEREAS, the Administration recommends that the Mayor and City Commission
approve, substantially in the form attached as Exhibit A to this Resolution, Amendment No. 3 to
the Agreement, providing that: (1) the City and Clear Channel shall share equally in the cost of
the removal/reinstallation of the Pending Bus Shelters and any future bus shelter or bench which is
impacted by a Roadway Construction; (2) the removal of the bus shelters and benches at the end or
termination of the Agreement shall be conducted pursuant to a Phase Out Plan to be provided by the
City; (3)the Agreement shall relate to bus shelters and benches and not to any other street furniture;
and (4) Clear Channel shall continue to provide the City with advertising space for the City's
promotional materials, subject to space availability and the payment by the City for any out of
pocket production costs.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby approve and authorize the Mayor and City Clerk to execute, substantially in
the form attached to this Resolution, Amendment No. 3 to the Agreement between the City and
Clear Channel outdoor, Inc., as assignee, dated October 17, 2001, to construct, operate and
maintain bus shelter structures and other street furniture throughout the City, pursuant to
Request for Proposals no. 107-99/00, which Agreement, effective as of October 31, 2016, has
been extended by the parties on a month to month basis; said Amendment No. 3, in material
part: (1) providing for the City and Clear Channel to equally share in the cost of removing and
replacing any bus shelter or bench which is required to be removed as a result of ongoing or
new Roadway Construction Projects; (2) requiring a Phase Out Plan for the removal of the bus
shelters and bus benches upon the expiration or termination of the Agreement; (3) clarifying the
applicability of the Agreement to bus shelters and bus benches; and (4) memorializing the
practice of providing the City with ad space for City promotional materials, subject to space
availability.
PASSED AND ADOPTED THIS /9 DAY OF December 2016.
ATTEST:
R:fael� �"����Granad , City Clerk ∎� 1 ��
Mayor
* INCORP ;Jr '1c
,! •
,;-J- 2
APPROVED AS TO
FORM & LANGUAGE
& FO XE UTION
v r 1, Z 112
City Attorney Dote
T:\AGENDA\2016\December\Transportation\Transit\Bus Shelters Amendment No. 3 Reso.doc
•
Resolutions - C7 V
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE: December 14, 2016
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE MAYOR AND
CITY CLERK TO EXECUTE, SUBSTANTIALLY IN THE FORM ATTACHED TO
THIS RESOLUTION, AMENDMENT NO. 3 TO THE AGREEMENT BETWEEN THE
CITY AND CLEAR CHANNEL OUTDOOR, INC., AS ASSIGNEE, DATED
OCTOBER 17, 2001, TO CONSTRUCT, OPERATE AND MAINTAIN BUS
SHELTER STRUCTURES AND OTHER STREET FURNITURE THROUGHOUT
THE CITY, PURSUANT TO REQUEST FOR PROPOSALS NO. 107-99/00, WHICH
AGREEMENT, EFFECTIVE AS OF OCTOBER 31, 2016, HAS BEEN EXTENDED
BY THE PARTIES ON A MONTH-TO-MONTH BASIS; SAID AMENDMENT, IN
MATERIAL PART: (1) PROVIDING FOR THE CITY AND CLEAR CHANNEL TO
EQUALLY SHARE IN THE COST OF REMOVING AND REPLACING ANY BUS
SHELTER OR BENCH WHICH IS REQUIRED TO BE REMOVED AS A RESULT
OF ONGOING OR NEW ROADWAY CONSTRUCTION PROJECTS; (2)
REQUIRING A PHASE OUT PLAN FOR THE REMOVAL OF THE BUS SHELTERS
AND BUS BENCHES UPON THE EXPIRATION OR TERMINATION OF THE
AGREEMENT; (3) CLARIFYING THE APPLICABILITY OF THE AGREEMENT TO
BUS SHELTERS AND BUS BENCHES; AND (4) MEMORIALIZING THE
PRACTICE OF PROVIDING THE CITY WITH AD SPACE FOR CITY
PROMOTIONAL MATERIALS, SUBJECT TO SPACE AVAILABILITY.
RECOMMENDATION
The Administration recommends that the Mayor and City Commission approve the Resolution.
BACKGROUND
In October 2001, an Agreement (the Agreement) between the City and Clear Channel Adshel, Inc.
(herein after referred to as Clear Channel) was executed for Clear Channel to construct, operate and
maintain bus shelter structures and other street furniture (bus benches, trash cans and bicycle racks)
on the public Right-of-Way (ROW) throughout the City. The Agreement had an initial term of ten (10)
years with an option to renew for an additional five (5) year term. The Agreement provides for
commercial advertising on the bus shelter and revenue sharing with the City receiving an annual
escalating percentage (currently at 30%). The Agreement stipulates installation of a minimum of 107
bus shelters at locations mutually agreed to by the City and Clear Channel. Currently, Clear Channel
maintains 108 bus shelters in the City under the existing Agreement.
Page 479 of 1191
During the existing term of the Agreement, Clear Channel has provided the City with advertising
space for the City's promotional materials at no cost to the City, subject to space availability and
payment by the City for any out of pocket production costs.
On September 28, 2011, the City executed Amendment No. 1 to the Agreement between the City and
Clear Channel which, among other things, exercised the five-year renewal term provided for in the
Agreement and additionally provided for a subsequent five-year term renewal option beyond October
31, 2016 at the City's discretion. Additionally, the Amendment required that Clear Channel submit a
proposal detailing plans to develop and/or convert at least ten (10) bus shelters to LCD (interactive
digital advertisement)technology.
On December 9, 2015, the City Commission discussed the potential renewal of the Agreement. A
motion was made to refer the item to the Finance and Citywide Projects Committee (FCWPC) for
discussion. However, during the discussion, the City Commission recommended issuing a
competitive solicitation for a bus shelter design program that would incorporate features enhancing
the transit experience of passengers, including innovative designs, technology, and other amenities.
On January 22, 2016, the FCWPC discussed renewal of the Agreement. The Committee
recommended issuing a Request for Proposals (RFP)for a new bus shelter design to result in a new
iconic design unique to Miami Beach, similar to what was done for our lifeguard stations. Subsequent
to bus shelter design approval by the City, the Committee recommended issuing an RFP to construct,
operate and maintain bus shelter structures and other street furniture throughout the City. Finally, the
FCWPC recommended that the Administration extend the Agreement on a month-to-month basis until
the new contract is in place.
On March 9, 2016, the Mayor and City Commission adopted Resolution No. 2016-29325 accepting
the recommendation of the Finance and Citywide Projects Committee to issue a Request For
Proposals for the design of new bus shelters; and authorizing the City Manager to extend the
Agreement on a month-to-month basis, terminable for convenience and without cause by the City, at
its discretion, after expiration of the current term of the Agreement on October 31, 2016, so that the
Agreement will remain in place until a new Agreement is executed.
Amendment No. 2 to the Agreement between the City and Clear Channel has been provided to Clear
Channel for execution. Amendment No. 2 provides for the term of the agreement to be extended
(Extended Term) based upon the same terms and conditions as in the original agreement, until such
time as the City executes a new agreement for similar services. During the Extended Term, the City,
through the City Manager, may terminate the Agreement at the City's sole option, at any time, upon
notice to Clear Channel in writing thirty (30) days prior to termination. Additionally, Amendment No. 2
memorializes the assignment of the Agreement from Clear Channel Adshel to Clear Channel.
At its October 19, 2016 meeting, the City Commission discussed an amendment to the Agreement
which would address Clear Channel's responsibilities with regards to removal/re-installation of bus
shelters affected by roadway construction projects during the Extended Term as well as bus shelter
removal at the end of the term, or termination of the Agreement. No action by the City Commission
was taken.
Additionally, at the October 19, 2016 City Commission meeting, as part of a separate item, the City
Commission discussed the installation of "IKE" Interactive Wayfinding Kiosks and directed staff to
bifurcate interactive kiosks from bus shelters in future contracts or extensions of existing contracts.
The current agreement with Clear Channel includes bus shelters and other street furniture (including
directory structures and Internet network stations, among other items).
ANALYSIS
Currently, various bus shelters and/or street furniture are pending removal or reinstallation as a result
of previously completed or ongoing roadway construction projects which have impacted existing bus
Page 480 of 1191
stops and bus shelters. These include:
• Three (3) bus shelters are pending reinstallation along Mon Road between 5th Street
and Michigan Avenue due to the FDOT Alton Road Reconstruction Project which began on
April 1, 2013 and has been completed.
• One (1) bus shelter at Indian Creek/44th Street is pending reinstallation due to the
FDOT Indian Creek Drainage Project on 43rd Street which began in 2013.
• Two (2) bus shelters located at Indian Creek Drive/37th Street and at Indian Creek
Drive just south of 41st Street, respectively, are pending removal due to the City's ongoing
Indian Creek Shoreline Project.
• One (1) bus shelter located at Indian Creek Drive/29th Street has been removed due
to the ongoing Indian Creek Shoreline Project.
• Any additional bus shelters and/or street furniture that require removal due to
unforeseen or future roadway construction activities during the Extended Term, such as the
upcoming West Avenue Neighborhood Improvement Project.
Section 14 of the existing contract states that at the end of the term of the Agreement, or otherwise
upon termination of the Agreement, Clear Channel is required to remove any and all bus shelters and
street furniture erected and installed pursuant to the Agreement at its sole cost and expense and at
no cost to the City. At this time, Clear Channel has installed and maintains 108 bus shelters and 180
bus benches in the City and it is not known how many of these elements will remain and how many
will need to be removed by Clear Channel and replaced with new bus shelters through a new
Agreement. In order to minimize the disruption to the community as well as minimize the
inconvenience to transit patrons during the transition period, an amendment to the existing
Agreement with Clear Channel providing for a phased removal of bus shelters and bus benches
(Phase-Out Plan)would be required.
Additionally, although the contract contemplated the possibility of other Street Furniture (in addition to
bus benches), such as portable toilets, newspaper racks, internet/interactive kiosks, etc., those
additional categories of Street Furniture have not been installed under the Agreement. Pursuant to
City Commission direction on October 19, 2016 to bifurcate bus shelters and interactive kiosks in any
existing or future procurement, the Agreement needs to be amended to clarify its applicability to bus
shelters and bus benches only.
Based on a recent negotiations meeting between City staff and Clear Channel representatives held
on November 14, 2016, the City and Clear Channel have mutually agreed to the following terms and
conditions as part of the proposed Amendment No. 3 to the Agreement:
Shelter Removal/Reinstallation During Extended Term
Given Clear Channel's concern with the capital cost of removal and reinstallation of shelters and the
limited potential to recuperate their investment as part of the Extended Term, the City and Clear
Channel agreed to equally share the cost of the removal and/or reinstallation of any bus shelter
affected by previously completed, ongoing, or planned roadway construction projects in the City
during the Extended Term. The approximate cost of shelter installation and removal is approximately
$15,000 for each respective activity.
Advertising Space for City Promotional Materials
As stated above, during the existing term of the Agreement, Clear Channel has provided the City with
advertising space for the City's promotional materials at no cost to the City, subject to space
availability and payment by the City for any out of pocket production costs. The City and Clear
Channel wish to memorialize this understanding as part of Amendment No. 3 to continue providing
the City with advertising space for City promotional materials, at Clear Channel's sole cost, subject to
space availability.
Phase-Out Plan for Removal of Bus Shelters Upon Termination of the Agreement
Amendment No. 3 would enable for a phased removal of Clear Channel bus shelters and bus
Page 481 of 1191
benches at the end of the term of the Agreement, or termination of the Agreement, at no cost to the
City. At the end of the Extended Term, the City would provide Clear Channel with a prioritization
schedule for the phased removal of all bus shelters and bus benches in the City so that transitioning
between current and future bus shelters and benches is facilitated with minimum disruption to the
community and minimum inconvenience to transit patrons.
Removal of Certain Street Furniture Elements from the Agreement
Pursuant to City Commission direction on October 19, 2016 to bifurcate bus shelters and interactive
kiosks in any existing or future procurement, Amendment No. 3 modifies Sections 1.1 and 1.13 of the
Agreement to re-define "Bus Shelter" and "Street Furniture", respectively. The Amendment clarifies
that the Agreement applies to bus shelters and bus benches only and not to any other street
furniture. A separate solicitation will be pursued for Lincoln Road Directional Signage, including
installation of interactive/internet kiosks along Lincoln Road Mall, at which time the existing contract
for Lincoln Road Directional Signage will be terminated.
CONCLUSION
The administration recommends approval of Amendment 3 to the Agreement between the City
and Clear Channel which provides for the following changes:
• Shelter Removal/Reinstallation During Extended Term
• Advertising Space for City Promotional Materials
• Phase Out Plan for Removal of Bus Shelters Upon Termination of the Agreement
• Removal of Certain Street Furniture Elements from the Agreement
KEY INTENDED OUTCOMES SUPPORTED
Ensure Comprehensive Mobility Addressing All Modes Throughout The City
Legislative Tracking.
Transportation
ATTACHMENTS:
Description
❑ Amendment No. 3
Page 482 of 1191
AMENDMENT NO. 3 TO THE AGREEMENT BETWEEN CITY OF MIAMI
BEACH, FLORIDA AND CLEAR CHANNEL OUTDOOR, INC., A DELAWARE
CORPORATION, AS ASSIGNEE, DATED OCTOBER 17, 2001, TO
CONSTRUCT, OPERATE AND MAINTAIN BUS SHELTER STRUCTURES
AND OTHER STREET FURNITURE THROUGHOUT THE CITY, PURSUANT
TO REQUEST FOR PROPOSALS NO. 107-99/00
This Amendment No. 3 (Amendment) is entered into this day of
, 2016 ("Effective Date"), by and between the City of Miami Beach,
Florida, a municipal corporation, organized and existing under the laws of the State of
Florida, having its principal place of business at 1700 Convention Center Drive, Miami
Beach, Florida 33139 ("City"), and Clear Channel Outdoor, Inc., a Delaware corporation,
authorized to do business in Florida, whose address is 5800 N.W. 77`b Court, Miami,
Florida 33166 ("Clear Channel" or "Contractor").
RECITALS
WHEREAS, on October 17, 2001 Clear Channel Adshel, Inc. ("Clear Channel
Adshel"), entered into the agreement with the City to construct, operate and maintain
bus shelters and other street furniture throughout the City, pursuant to Request for
Proposals No. 107-99/00, with an initial term of ten (10) years and one (1) option to renew
for an additional five(5) year term (the "Agreement"); and
WHEREAS, on September 28, 2011, the City executed Amendment No. 1 to the
Agreement which, among other things, exercised the five-year renewal term provided for in
the Agreement, and additionally provided for a subsequent five-year renewal option beyond
October 31, 2016, at the City's discretion; and
WHEREAS, on December 9, 2015, the City Commission discussed the potential
renewal of the Agreement and the discussion was referred to the Finance and Citywide
Projects Committee("FCWPC")for discussion; and
WHEREAS, on January 22, 2016, the FCWPC discussed renewal of the Agreement
and recommended issuing a Request for Proposals ("RFP") for a new bus shelter design to
result in a new iconic design unique to Miami Beach, similar to how the City approached the
lifeguard stations; and
WHEREAS, the FCWPC recommended that subsequent to the bus shelter design
approval, the Administration issue an RFP for the construction, operation and maintenance of
bus shelter structures and other street furniture throughout the City; and
WHEREAS, the FCWPC recommended that the Administration extend the existing
contract with Clear Channel Adshel on a month-to-month basis until a new agreement is in
place; and
WHEREAS, on March 9, 2016, the Mayor and City Commission adopted Resolution
No. 2016-29325 accepting the recommendation of the FCWPC to issue a Request For
Proposals for the design of new bus shelters; and authorizing the City Manager to extend the
existing Agreement between the City and Clear Channel Adshel, on a month-to-month basis,
terminable for convenience and without cause by the City, at its discretion, after expiration of
the current term of the Agreement on October 31, 2016, so that the Clear Channel contract will
remain in place until a new contract is executed; and
EXHIBIT
Cage 487+of 1191
WHEREAS, on December 31, 2001, Clear Channel Adshel merged into More,
Inc., a Delaware corporation, and said entity simultaneously changed its name to Clear
Channel Adshel, Inc., a Delaware corporation. Clear Channel Adshel, Inc., a Delaware
corporation, is a wholly owned subsidiary of Clear Channel Outdoor, Inc., a Delaware
corporation, which is authorized to do business in Florida ("Clear Channel" or
"Contractor") and operates and manages the Agreement as the Contractor; and
WHEREAS, on the City and Clear Channel executed
Amendment No. 2 to the Agreement, approving the assignment of the Agreement from
Clear Channel Adshel to Clear Channel and extending the Agreement from October 31,
2016 until such time as the City enters into a new agreement for similar services
(Extended Term), subject to termination by the City, for convenience, without cause and
without penalty, upon thirty (30) days written notice to Clear Channel (the Agreement
and Amendments No. 1 and No. 2 shall be referred to herein collectively as the
"Agreement"); and
WHEREAS, the following Bus Shelters and/or Street Furniture are pending
removal or reinstallation as a result of previously completed or ongoing roadway
construction projects which have been initiated by the City ("Roadway Construction
Projects") and which impacted bus stops and Bus Shelters:
• Three (3) bus shelters along Alton Road between 5t'Street and Michigan Avenue
are pending reinstallation due to the FDOT Alton Road Reconstruction Project which
began on April 1,2013 and has been completed;
• One (1) bus shelter at Indian Creek/44th Street is pending reinstallation
due to the FDOT Indian Creek Drainage Project on 43`d Street which began in
2013;
• Two (2) bus shelters located at Indian Creek Drive/37"' Street and at Indian
Creek Drive just south of 41st Street, respectively, are pending removal due to the
City's ongoing Indian Creek Shoreline Project;and
• One (1) bus shelter located at Indian Creek Drive/29"' Street has been removed
due to the ongoing Indian Creek Shoreline Project; and
WHEREAS, given Clear Channel's concern with the capital cost of removal and
reinstallation of Bus Shelters and the limited potential to recuperate said cost during the
Extended Term, the City and Clear Channel agreed to equally share the cost of the
removal/reinstallation of any Bus Shelter affected by previously completed, ongoing, or
planned Roadway Construction Projects during the Extended Term; and
NOW THEREFORE, in consideration of the mutual promises and conditions
contained herein, and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the City and Contractor hereby agree to amend the Agreement
as follows:
1. ABOVE RECITALS.
The above recitals are true and correct and are incorporated herein as part of
this Amendment.
2. MODIFICATIONS.
The Agreement is hereby modified (deleted items stfusleegh and inserted
items underlined) as follows:
Page 2 of 7
Page 488 of 1191
(a) The definition of "Bus Shelter", as set forth in Section 1.1 is hereby deleted in
its entirety and replaced with the following:
1.1 "Bus Shelter" shall mean a structure used to shelter passengers while
waiting for a bus, which, at minimum, provides seating for the public and
may contain, subiect to securing all necessary governmental approvals,
as may be required under this Agreement, LCD technology, interactive
digital advertising, display panels, public information, transit operations,
public safety, events, maps and routes, and other similar amenities.
(b) The definition of "Street Furniture", as set forth in Section 1.13 is hereby
deleted in its entirety and replaced with the following:
1.13. "Street Furniture" or "Other Street Furniture" shall mean bus benches
without a covering canopy or any other surrounding structure.
(c) Subsections 2.8, 2.9, 2.10, 2.11, 2.12, 2.13, and 2.14 are hereby deleted in
their entirety.
(d) A new subsection 2.15 is hereby added to the Agreement as follows:
2.15 Clear Channel shall continue providing the City with advertising space
for City promotional materials at no cost to the City, subject to space
availability and payment by the City for any out of pocket production
costs which Clear Channel may incur in connection with the requested
promotional materials.
(e) A new subsection 4.1.9 is hereby added to the Agreement as follows:
4.1.9 During the Extended Term, the City and Clear Channel shall equally
share in the cost of removing and re-installing any Bus Shelter or
Street Furniture which may be required by the City to be removed,
and reinstalled, as a result of ongoing or new Roadway Construction
Projects which impact bus stops, Bus Shelters or Street Furniture.
Clear Channel shall provide the City with a written estimate from a
licensed contractor (for approval by the City) and the approved
contractor will perform the work. The City will pay the invoice for the
completed removal or re-installation work within forty-five (45) days
from receipt of the invoice, or the date in when the work has been
completed, including the closure of any required building permits,
whichever occurs last.
(f) Section 14 is hereby modified at it reads as follows:
SECTION14. REMOVAL BY CONTRACTOR OF BUS SHELTERS AND
STREET FURNITURE UPON EXPIRATION AND/OR
TERMINATION OF AGREEMENT
At the end of term of this Agreement, or otherwise upon termination of
this Agreement, Contractor shall, at its sole cost and expense and at no cost to
the City, remove any and all Bus Shelters and Street Furniture erected or
Page 3 of 7
Page 489 of 1191
installed pursuant to this Agreement and, at its sole cost and expense and at no
cost to the City, return the City's right-of-way and adjacent areas to their original
condition prior to the installation of any Bus Shelters and Street Furniture.
from the date of other termination of this Agreement, as the case may be, in•
-- ---• - -- - --• - •.g..- --•g":•. On or about the conclusion of this
Agreement, or from a date of other termination of this Agreement, as the case may be,
the City shall provide Contractor with a schedule for the removal of said Bus Shelters
and Street Furniture, including for the work in connection with the return of the right of
way and adjacent areas to their original condition ("Phase Out Plan"). The Phase Out
Plan shall be structured in phases in order to ensure that the transition between the
removal of the Bus Shelters and Street Furniture components erected or installed
pursuant to this Agreement, and the replacement of said components by the provider
under a new agreement, ensures that the public will be protected and that a Bus
Shelter or Street Furniture, as applicable, is available at the existing locations (unless
otherwise modified by the Phase Out Plan), in order to minimize inconvenience to the
transit patrons.
(g) Subsection 20.3 is hereby modified to add the following new paragraph:
Contractor further agrees that it will comply with City of Miami Beach
Human Rights Ordinance as codified in Chapter 62 of the City Code, as
may be amended from time to time, prohibiting discrimination in
employment, housing, public accommodations, or public services, based
upon actual or perceived race, color, national origin, religion, sex,
intersexuality, sexual orientation, gender identity, familial and marital status,
age, ancestry, height, weight, domestic partner status, labor organization
membership, familial situation, political affiliation, or disability.
(h) A new Section 23 is hereby added to the Agreement, as follows:
23. FLORIDA PUBLIC RECORDS LAW.
23.1 Contractor shall comply with Florida Public Records law under
Chapter 119, Florida Statutes, as may be amended from time to time. Records
made or received in connection with this Agreement are public records under
Florida law, as defined in Section 119.011(12), Florida Statutes.
23.2 Pursuant to Section 119.0701 of the Florida Statutes, if the
Contractor meets the definition of "Contractor" as defined in Section
119.0701(1)(a), the Contractor shall:
a. Keep and maintain public records required by the City to
perform the service;
b. Upon request from the City's custodian of public records,
provide the City with a copy of the requested records or
allow the records to be inspected or copied within a
reasonable time at a cost that does not exceed the cost
provided in Chapter 119, Florida Statutes or as otherwise
provided by law:
c. Ensure that public records that are exempt or confidential
and exempt from public records disclosure requirements
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are not disclosed, except as authorized by law, for the
duration of the contract term and following completion of
the Agreement if the Contractor does not transfer the
records to the City;
d. Upon completion of the Agreement, transfer, at no cost to
the City, all public records in possession of the Contractor
or keep and maintain public records required by the City to
perform the service. If the Contractor transfers all public
records to the City upon completion of the Agreement, the
Contractor shall destroy any duplicate public records that
are exempt or confidential and exempt from public records
disclosure requirements. If the Contractor keeps and
maintains public records upon completion of the
Agreement, the Contractor shall meet all applicable
requirements for retaining public records. All records
stored electronically must be provided to the City, upon
request from the City's custodian of public records, in a
format that is compatible with the information technology
systems of the City.
23.3 REQUEST FOR RECORDS; NONCOMPLIANCE.
23.3.1 A request to inspect or copy public records relating to the
City's contract for services must be made directly to the City. If the City
does not possess the requested records, the City shall immediately notify
the Contractor of the request, and the Contractor must provide the
records to the City or allow the records to be inspected or copied within a
reasonable time.
23.3.2 Contractor's failure to comply with the City's request for
records shall constitute a breach of this Agreement, and the City, at its
sole discretion, may: (1) unilaterally terminate the Agreement; (2) avail
itself of the remedies set forth under the Agreement; and/or (3) avail itself
of any available remedies at law or in equity.
23.3.3 A Contractor who fails to provide the public records to the
City within a reasonable time may be subject to penalties under s. 119.10.
23.4 CIVIL ACTION.
23.4.1 If a civil action is filed against a Contractor to compel
production of public records relating to the City's contract for services, the
court shall assess and award against the Contractor the reasonable costs
of enforcement, including reasonable attorney fees, if:
a. the court determines that the Contractor unlawfully
refused to comply with the public records request
within a reasonable time; and
b. at least 8 business days before filing the action, the
plaintiff provided written notice of the public records
request, including a statement that the Contractor
has not complied with the request, to the City and to
the Contractor.
23.4.2 A notice complies with subparagraph (1)(b) if it is sent to
the City's custodian of public records and to the Contractor at the
Contractor's address listed on its contract with the City or to the
Contractor's registered agent. Such notices must be sent by common
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carrier delivery service or by reqistered, Global Express Guaranteed. or
certified mail, with postage or shipping paid by the sender and with
evidence of delivery, which may be in an electronic format.
23.4.3 A Contractor who complies with a public records request
within 8 business days after the notice is sent is not liable for the
reasonable costs of enforcement.
23.5 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO(c�MIAMIBEACHFL.GOV
PHONE: 305-673-7411
3. RATIFICATION.
Except as amended herein, all other terms and conditions of the Agreement shall
remain unchanged and in full force and effect. In the event there is a conflict
between the provisions of this Amendment and the Agreement, the provisions of
this Amendment shall govern.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their appropriate officials, as of the date first entered above.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
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1
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
By:
Rafael E. Granado, City Clerk Philip Levine, Mayor
Date
CLEAR CHANNEL OUTDOOR,
INC.
ATTEST:
By:
Print Name Print Name
Date
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