Amendment No. 3 to the Agreement with Clear Channel Outdoor, Inc. 20/6 0?96.7(�
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 \.r) day of
�e :�r��.r� , 2017 ("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. 77th 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
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 and operates and manages
the Agreement as the Contractor; and
WHEREAS, on December 8, 2016the 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 5th 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 43rd Street which began in
2013;
• Two (2) bus shelters located at Indian Creek Drive/37t 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 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 struck through and inserted
items underlined) as follows:
Page 2 of 7
(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, subject 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) Section 2.1 (Generally) is hereby amended as follows:
2.1. Generally
Contractor shall erect, install, operate and maintain, at its sole
cost and expense, and at no cost to the City, the Bus Shelter(s) and Street
Furniture set forth in Exhibit "A", attached hereto and incorporated herein and-as
described in the Build out and Installation Section (pp 33 31) of Contractor's
(d) Subsections 2.8, 2.9, 2.10, 2.11, 2.12, 2.13, and 2.14 are hereby deleted in
their entirety.
(e) 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.
(f) 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 t he
closure of any required building permits, whichever occurs last.
Page 3 of 7
(g) Section 14 is hereby modified to read as follows:
SECTIONI4. 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
installed pursuant to this Agreement and, at its sole cost and expense and at no
cost to the City, return the City's right-of-way and adjacent areas to their original
condition prior to the installation of any Bus Shelters and Street Furniture.
Contractor shall have thirty (30) days after the conclusion of this Agreement, or
from the date of other termination of this Agreement, as the case may be, in
- -e - - - --- - -- - ''• - .e.'- -: - - . 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 adiacent 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.
(h) Subsection 20.3 is hereby modified to add the following new paragraph at the
end of the existing 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.
(i) 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:
Page 4 of 7
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
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 Ci v 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
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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:
Page 5 of 7
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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
carrier delivery service or by registered, 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(a)MIAMIBEACHFL.GOV
PHONE: 305-673-7411
(j) Exhibit B is hereby deleted in its entirety and replaced with the attached
Amended Exhibit B.
(k) Attachment No. 1 is hereby deleted in its entirety and replaced with the
attached Amended Attachment No. 1.
(I) Attachment No. 2 is hereby deleted in its entirety and replaced with the
attached Amended Attachment No. 2.
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.
Page 6 of 7
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their appropriate officials, as of the date first entered above.
FOR CITY: CITY OF MIAM = ?r -, FLORIDA
ATTEST: /
By: R E. Granado, City Clerk Mr;'-vin-,Mayor„ ,
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ED:
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ATTEST:
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APPROVED AS TO
FORM & LANGUAGE
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& FR CUTI N
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City Attorney i. Date
Page 7 of 7
! 1
Agreement Bus Shelter Structures and Other Street Furniture
City of Miami Beach and Clear Channel Adshel
AMENDED
Exhibit B
1 City of Miami Beach Minimum Maintenance Specifications for Bus Shelters and/or
Street Furniture
Bus Shelters and/or Street Furniture shall be maintained in a neat and clean condition and in good
repair at all times. Maintenance and service of the Bus Shelters and/or Street Furniture shall
include,but not be limited to the following:
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1.1. All visible painted areas shall be kept reasonably free of chipped, faded, peeling, and
cracked paint.
1.2. All visible unpainted metal areas shall be kept reasonably free of rust and corrosion.
1.3. All clear glass parts shall be kept unbroken and reasonably free of cracks, dents, graffiti,
blemishes, and discoloration.
1.4. The structural parts shall not be broken or unduly misshapen;
1.5. All electrical components and wiring shall be checked every six months and a report
provided to the City.
1.6. Contractor shall use up-to-the-minute technology, including hand held computers which
translate bar codes into maintenance records. Contractor shall frequently clean and
check all Bus Shelters and/or Street Furniture included in this Agreement to insure the
highest standards of cleanliness and pedestrian safety. Maintenance shall be performed
in accordance with the schedule required in Section 5 above.
I 1.
Agreement Bus Shelter Structures and Other Street Furniture
City of Miami Beach and Clear Channel Adshel
2 Clear Channel Adshel Maintenance Program
2.1. Preventative Maintenance(Cleaning and Inspection Schedule)
2.1.1. Complete inspection of Street Furniture Structures once a month includes:
- Structural integrity of units(footings, seams,welds,bolts,frame)
-Functioning of all operable parts
-Functioning of all electrical components/connections
-Roof leaks
- Glass breakage/etching
2.1.2. Cleaning of all Street Furniture Structures weekly(unless otherwise noted):
- Graffiti/sticker removal
-Fly posting removal
-Hand-washing of all surfaces with environmentally safe cleaning agents
- Hand-washing of display box interior
- Pick up of debris and removal of weds to up to five feet around the structures
-Cleaning of roof twice a month
2.1.3. Posting of advertisements/public information
carried out once weekly or according to advertiser's campaign
gn
2.1.4. Repairs •
-Replacement of light bulbs
- Repair of minor damages
- All other reported to Service Center for appropriate repair crews
2.1.5. Repairs concerning safety
-Immediate remedy and/or report to Service Center for instant repair
•
ii
I I
Agreement Bus Shelter Structures and Other Street Furniture
City of Miami Beach and Clear Channel Adshel
2.1.6. Inspection/audit(internal)
-Regular inspection of inventory citywide
-Independent auditors routinely monitor field operations of maintenance crews
2.2. 24-Hour Maintenance
Clear Channel Adshel will include 24-hour repair notification system, promptly
rectifying all street furniture-related irregularities and by the same means routing matters
beyond Clear Channel Adshel's jurisdiction to the appropriate City departments, and
urgent matter to 911. Clear Channel Adshel shall post on all street furniture structures a
toll free service number of its 24-hour Service Center.
2.3. Special Events Maintenance Plan
In addition to weekly and monthly preventative maintenance, daily street furniture
maintenance schedules will be modified to accommodated Miami Beach's special events
that either by street closure or anticipated heavy traffic would unduly complicate
maintenance crew activity. Clear Channel Adshel will maintain consultation with
appropriate City departments and the MDTA to reconcile maintenance schedules with
ongoing events.
2.4. E-Report MAS (Maintenance Accountability System)
Clear Channel Adshel will use its exclusive maintenance accountability system of remote
status monitoring and reporting technology. The system uses bar code wireless
transmission, and unalterable online databasing to record, relay, distribute and store real .
time status reports of every bus shelter and street furniture structure at all phases during
the program(i.e. build-out, maintenance performance, advertising campaign verification,
monthly and quarterly status reports)and creating a citywide record of the program.
•
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INSTALLATION PLAN i
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AMENDED
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