Resolution 2020-31460 RESOLUTION NO. 2020-31460
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING AMENDMENT NO. 5 TO THE
AGREEMENT BETWEEN THE CITY OF MIAMI BEACH 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, WHICH AMENDMENT CONVERTS THE MONTH-TO-MONTH
AGREEMENT TO A TWELVE (12) MONTH TERM; TRANSFERS THE
OWNERSHIP OF THE STREET FURNITURE TO THE CITY AT THE
CONCLUSION OF THE TERM; AND REVISES THE MINIMUM ANNUAL
GUARANTEE FOR THE DURATION OF THE TERM; AND FURTHER
AUTHORIZING THE CITY MANAGER AND THE CITY CLERK TO EXECUTE
AMENDMENT NO. 5.
WHEREAS, in October 2001, pursuant to Request For Proposals (RFP) No. 107-99/00,
the City entered into an Agreement with Clear Channel to construct, operate and maintain bus
shelters and other street furniture throughout the City (at no cost and with revenue share to the
City), with an initial term of ten (10) years and one (1) option to renew for an additional five (5)year
term; 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 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 RFP
for the design of new iconic bus shelters (to replace Clear Channel shelters); and authorized the City
Manager to extend the 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
term of the Agreement,on October 31, 2016, so that the Clear Channel contract remains in place until a
new contract for similar services is executed;and
WHEREAS, on December 8, 2016, 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; and
WHEREAS, on December 14, 2016, the City Commission adopted Resolution No. 2016-
29674, approving Amendment No. 3 to the Agreement; 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; and
WHEREAS, on April 26, 2017, the City Commission adopted Resolution No. 2017-29820,
approving Amendment No. 4 to the Agreement; said amendment approving Sanchez Arango
Construction Co., as a subcontractor of Clear Channel under the Agreement; and further
approving the City's fifty percent (50%) contribution toward the total cost of the removal and
reinstallation of the pending construction bus shelters (as a result of previously completed or
ongoing roadway construction projects which have been initiated by the City), in an amount not to
exceed $95,000; and
WHEREAS, on August 7, 2019, the City issued RFP No. 2019-306-KB for a revenue
sharing agreement for the construction, operation, and maintenance of new iconic bus shelters, at
no cost to the City, based on 100% bus shelter design plans, specifications, and construction cost
estimates prepared by the City's design consultants, however, no responses were received by
the deadline; and
WHEREAS, as part of a separate agenda item at the September 16, 2020 City
Commission meeting, the Administration is seeking approval to issue an Invitation to Negotiate
(ITN) for construction, operation, and maintenance of new citywide bus shelters and other street
furniture; and
WHEREAS, pursuant to the current agreement, Clear Channel owns all existing bus
shelters and bus benches in the City, and shall, at its sole cost and expense and at no cost to the
City, remove all bus shelters and street furniture erected or installed pursuant to the Agreement
and return the City's rights-of-way and adjacent areas to their original condition at the end of the
contract term; and
WHEREAS, during recent industry review meetings associated with the procurement of
new bus shelters, prospective bidders stated that it is crucial that the City enable the new
contractor to advertise and start generating revenue from the onset of the new agreement using
the existing bus shelters owned by Clear Channel; and
WHEREAS, during recent negotiations, Clear Channel expressed concerns with
transferring ownership of its assets to another private vendor but would be amenable to a transfer
of ownership to the City; and
WHEREAS, while Clear Channel stated that it is ready, willing, and able to remove, at its
cost, the shelters as required under the current agreement, it has agreed to transfer ownership of
95 of 103 existing bus shelters and all street furniture to the City upon contract termination,
provided that the City reduces the minimum annual guarantee amount established in the current
agreement by 50% from October 1, 2020 through termination of the existing agreement; and
WHEREAS, the remaining eight (8) bus shelters will be removed by Clear Channel at no
cost to the City prior to contract termination as those units are located along corridors where
transit service has been discontinued and bus shelters will not be installed in the future; and
WHEREAS, ownership of the existing bus shelters and all street furniture will ultimately be
transferred from the City to the successful proposer for construction, operation, and maintenance
of new bus shelters and other street furniture (should the new contractor selected not be Clear
Channel); and
WHEREAS, transfer of ownership of the existing bus shelters to the City is beneficial for
both parties as it: 1) ensures that bus shelters remain in place as long as possible for use by
transit passengers until new bus shelters are installed by a successful proposer; 2) makes the ITN
for new bus shelters more attractive because it allows for the successful proposer to immediately
start advertising on existing shelters; and 3) significantly reduces the cost that Clear Channel
would otherwise have to incur to remove all existing assets under the current agreement; and
WHEREAS, pursuant to the current agreement, Clear Channel is required to pay to the
City a minimum annual guarantee of $260,000 ($65,000 each quarter) plus 30% net revenue
sharing; and
WHEREAS, on April 24, 2020, Clear Channel requested that the City abate the minimum
annual guarantee payments for 2020 as a result of the impact of COVID-19 on its advertising
revenue stream; and
WHEREAS, in response, the Administration issued a Notice to Cure to Clear Channel as it
was determined by the City Attorney's Office that Clear Channel does not have an option under
the current agreement to decline/avoid payment to the City; and
WHEREAS, Clear Channel paid the minimum annual guarantee to City for the quarter
ending on June 30, 2020, thus, Clear Channel is compliant with its contractual obligations at this
time; and
WHEREAS, through negotiations, the City and Clear Channel have agreed to, effective
October 1, 2020, reduce minimal annual guarantee from $65,000/quarter to $32,500/quarter(50%
reduction)while increasing the net revenue share to the City from 30% to 50% until the end of the
contract term; and
WHEREAS, Clear Channel agreed to keep its maintenance obligation unchanged until the
end of the contract term; and
WHEREAS, pursuant to Amendment No. 2 executed on December 8, 2016, the current
Agreement is operating on a month-to-month basis until such time as the City enters into a new
agreement for similar services; and
WHEREAS, during negotiations, Clear Channel stated concerns with the perpetuity of the
current Agreement and required that a termination date be established; and
WHEREAS, through negotiations, the City and Clear Channel have agreed to a contract
termination date of September 30, 2021, or upon the execution of a new agreement for
construction, operation, and maintenance of new bus shelters(whichever occurs first); and
WHEREAS, Amendment No. 5 provides for 60-day advance notification to Clear Channel
for termination of the contract; and
WHEREAS, given that the Administration anticipates issuing an ITN for new bus shelters
this month, contingent upon City Commission approval, it was determined that an extension to the
current agreement of up to 12 months would provide sufficient time for the City to procure, award,
and execute a contract for construction, operation, and maintenance of new citywide bus shelters
and other street furniture; and
WHEREAS, while the City has agreed to reduce Clear Channel's minimum annual
guarantee payments by 50% (annual reduction of$130,000), the net revenue share to the City will
increase from 30% to 50%for the remaining term of the contract; and
WHEREAS, given the COVID-19 pandemic has adversely affected Clear Channel's
advertising revenue stream, the financial impact of Amendment No. 5 will be known at the end of
the contract term once advertising revenues for the next 12 months are reported.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF
THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and the City Commission approve
Amendment No. 5 to the Agreement between the City of Miami Beach 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, which Amendment converts the month-to-
month Agreement to a twelve (12) month term; transfers the ownership of the street furniture
to the City at the conclusion of the term; and revises the minimum annual guarantee for the
duration of the Term; and further authorizing the City manager and the City Clerk to execute
Amendment no. 5.
PASSED AND ADOPTED this 14th day of October 2020.
Dan Gelber, Mayor
ATTEST:
Rafael E. Granado, Cit CI rk
•. •• r �; , APPROVED AS TO
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City,Atfcmey •V Date
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MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE: October 14, 2020
SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, APPROVING AMENDMENT NO. 5 TO THE
AGREEMENT BETWEEN THE CITY OF MIAMI BEACH 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, WHICH AMENDMENT CONVERTS THE
MONTH-TO-MONTH AGREEMENT TO A TWELVE (12) MONTH TERM;
TRANSFERS THE OWNERSHIP OF THE STREET FURNITURE TO THE
CITYAT THE CONCLUSION OF THE TERM;AND REVISES THE MINIMUM
ANNUAL GUARANTEE FOR THE DURATION OF THE TERM; AND
FURTHER AUTHORIZING THE CITY MANAGER AND THE CITY CLERK
TO EXECUTE AMENDMENT NO. 5.
RECOMMENDATION
The Administration recommends that the Mayor and City Commission approve the Resolution
authorizing the City Manager to execute Amendment No. 5 to the Agreement with Clear
Channel for citywide bus shelters and other outdoor street furniture.
BACKGROUND/HISTORY
In October 2001, pursuant to Request For Proposals (RFP) No. 107-99/00, the City entered
into an Agreement with Clear Channel to construct, operate, and maintain bus shelters and other
street furniture throughout the City(at no cost and with revenue share to the City), with an initial
term of ten(10)years and one (1)option to renew for an additional five (5)year term.
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.
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
RFP for the design of new iconic bus shelters (intended to replace the existing Clear Channel
Page 907 of 1576
bus shelters); and authorized the City Manager to extend the 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 term of the Agreement, on October 31,
2016, so that the Clear Channel contract remains in place until a new contract for similar
services is executed.
On December 8, 2016, 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.
On December 14, 2016, the City Commission adopted Resolution No. 2016-29674, approving
Amendment No. 3 to the Agreement; 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.
On April 26, 2017, the City Commission adopted Resolution No. 2017-29820, approving
Amendment No. 4 to the Agreement; said amendment approving Sanchez Arango Construction
Co., as a subcontractor of Clear Channel under the Agreement; and further approving the City's
fifty percent (50%) contribution toward the total cost of the removal and reinstallation of the
pending construction bus shelters (as a result of previously completed or ongoing roadway
construction projects which have been initiated by the City), in an amount not to exceed
$95,000.
On August 7, 2019, the City issued RFP No. 2019-306-KB for a revenue sharing agreement
for the construction, operation, and maintenance of new iconic bus shelters, at no cost to the
City, based on 100% bus shelter design plans, specifications, and construction cost estimates
prepared by the City's design consultants; however, no responses were received by the
deadline. As part of a separate agenda item at the September 16, 2020 City Commission
meeting, the Administration is seeking approval to issue an Invitation to Negotiate (ITN) for
construction, operation,and maintenance of new citywide bus shelters and other street furniture.
ANALYSIS
Amendment No. 5 to the Agreement with Clear Channel is required for various reasons
described below.
1. TRANSFER OF OWNERSHIP OF BUS SHELTERS AND OTHER STREET
FURNITURE
Pursuant to the current agreement, Clear Channel owns all existing bus shelters and bus
benches in the City, and shall, at its sole cost and expense and at no cost to the City, remove all
bus shelters and street furniture erected or installed pursuant to the Agreement and return the
City's rights-of-way and adjacent areas to their original condition at the end of the contract term.
However, during recent industry review meetings associated with the procurement of new bus
Page 908 of 1576
shelters, prospective bidders stated that it is crucial that the City enable the new contractor to
advertise and start generating revenue from the onset of the new agreement using the existing
bus shelters owned by Clear Channel.
During recent negotiations, Clear Channel expressed concerns with transferring ownership of
its assets to another private vendor but would be amenable to a transfer of ownership to the
City. While Clear Channel stated that it is ready, willing, and able to remove, at its cost, the
shelters as required under the current agreement, it has agreed to transfer ownership of 95 of
103 existing bus shelters and all street furniture to the City upon contract termination, provided
that the City reduces the minimum annual guarantee amount established in the current
agreement by 50%from October 1, 2020 through termination of the existing agreement(further
described below). The remaining eight(8)bus shelters will be removed by Clear Channel at no
l cost to the City prior to contract termination as those units are located along corridors where
transit service has been discontinued and bus shelters will not be installed in the future.
Ownership of the existing bus shelters and all street furniture will ultimately be transferred from
the City to the successful proposer for construction, operation, and maintenance of new bus
shelters and other street furniture (should the new contractor selected not be Clear Channel).
Transfer of ownership of the existing bus shelters to the City is beneficial for both parties as it:
1) ensures that bus shelters remain in place as long as possible for use by transit passengers
until new bus shelters are installed by a successful proposer, 2) makes the ITN for new bus
shelters more attractive because it allows for the successful proposer to immediately start
advertising on existing shelters; and 3) significantly reduces the cost that Clear Channel would
otherwise have to incur to remove all existing assets under the current agreement.
2.MINIMAL ANNUAL GUARANTEE PAYMENTS AND MAINTENANCE
OBLIGATION
Pursuant to the current'agreement, Clear Channel is required to pay to the City a minimum
annual guarantee of $260,000 ($65,000 each quarter) plus 30% net revenue sharing. On April
24, 2020, Clear Channel requested that the City abate the minimum annual guarantee payments
for 2020 as a result of the impact of COVI D-19 on its advertising revenue stream. In response,
the Administration issued a Notice to Cure to Clear Channel as it was determined by the City
Attorney's Office that Clear Channel does not have an option under the current agreement to
decline/avoid payment to the City. As a result, Clear Channel paid the minimum annual
guarantee to City for the quarter ending on June 30, 2020, thus, Clear Channel is compliant with
its contractual obligations at this time.
Through negotiations, the City and Clear Channel have agreed to, effective October 1, 2020,
reduce minimal annual guarantee from $65,000/quarter to $32,500/quarter (50% reduction)
while increasing the net revenue share to the City from 30%to 50% until the end of the contract
term. Furthermore, Clear Channel agreed to keep its maintenance obligation unchanged until
the end of the contract term.
3.CONTRACT TERM
Pursuant to Amendment No. 2 executed on December 8, 2016, the current Agreement is
operating on a month-to-month basis until such time as the City enters into a new agreement for
similar services. During negotiations, Clear Channel stated concerns with the perpetuity of the
current Agreement and required that a termination date be established. Through negotiations,
the City and Clear Channel have agreed to a contract termination date of September 30, 2021,
or upon the execution of a new agreement for construction, operation, and maintenance of new
Page 909 of 1576
bus shelters (whichever occurs first). Amendment No. 5 provides for 60-day advance
notification to Clear Channel for termination of the contract.
Given that the Administration anticipates issuing an ITN for new bus shelters this month,
contingent upon City Commission approval, it was determined that an extension to the current
agreement of up to 12 months would provide sufficient time for the City to procure, award, and
execute a contract for construction, operation, and maintenance of new citywide bus shelters
and other street furniture.
FINANCIAL INFORMATION
While the City has agreed to reduce Clear Channel's minimum annual guarantee payments by
50% (annual reduction of$130,000),the net revenue share to the City will increase from 30%to
50% for the remaining term of the contract. Given the COVI D-19 pandemic has adversely
affected Clear Channel's advertising revenue stream, the financial impact of Amendment No. 5
will be known at the end of the contract term once advertising revenues for the next 12 months
are reported.
CONCLUSION
Approving Amendment No. 5 to the agreement with Clear Channel is beneficial to the City for
various reasons, including, but not limited to:
• Allows for ownership of existing Clear Channel bus shelters and street furniture to
be transferred to the City to 1) ensure that bus shelters remain in place as long as
possible for use by transit passengers until new bus shelters are installed by a
successful proposer; and 2) allow for the successful proposer to immediately start
advertising on existing bus shelters from the onset of the new contract
• Enables the City to retain a revenue stream with increased net revenue share
• Keeps Clear Channel's maintenance obligation unchanged for the remainder of the
contract term
Applicable Area
Citywide
Is this a"Residents Right Does this item utilize G.O.
to Know" item. pursuant to Bond Funds?
City Code Section 2-14?
No No
Strategic Connection
Mobility- Increase multi-modal mobility citywide and connectivity regionally.
Legislative Tracking
Transportation and Mobility
ATTACHMENTS:
Description
❑ Amendment No. 5
Page 910 of 1576
o Amendment No. 5 Resolution
Page 911 of 1576
AMENDMENT NO. 5 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. 107-99100
This Amendment No. 5 (Amendment) is entered into this day of
, 2020 ("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 8, 2016, 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; and
WHEREAS, at its December 14, 2016 meeting, the City Commission adopted
Resolution No. 2016-29674, approving Amendment No. 3 to the Agreement; 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; and
WHEREAS, on April 26,2017,the City Commission adopted Resolution No. 2017-
29820, approving Amendment No. 4 to the Agreement; said amendment approving
Sanchez Arango Construction Co., as a subcontractor of Clear Channel under the
Agreement; and further approving the City's fifty percent (50%) contribution toward the
total cost of the removal and reinstallation of the pending construction bus shelters (as a
result of previously completed or ongoing roadway construction projects which have been
initiated by the City), in an amount not to exceed $95,000; and
Page 912 of 1576
WHEREAS, Amendment No. 4 was executed by the City and Clear Channel on.
May 12, 2017 (the Agreement and Amendments No. 1, No. 2, No. 3 and No. 4 shall be
referred to herein collectively as the'Agreement").
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.
a. Section 7 is hereby deleted and replaced with the following:
SECTION 7: TERM
This Agreement shall commence on November 1, 2001, and shall terminate on the earlier
of: (1) September 30, 2021 or(2) the execution and effective date of the new agreement
by the City for construction, operation and maintenance of bus shelters and other street
furniture (ITN#2020-239-KB), unless earlier terminated, as herein provided. The City will
provide sixty (60) day written notice to Clear Channel prior to anticipated contract
termination.
b. Subsection 8.1 is hereby deleted and replaced with the following:
8.1. In addition to erecting, installing, operating, and maintaining the Bus Shelters and/or
Street Furniture contemplated by this Agreement, at its sole cost and expense, and at no
cost to the City, Contractor shall also pay to the City, on a quarterly basis, a Minimum
Annual Guarantee of $130,000 ($32,500 per quarter) plus fifty (50%) Net Revenue
Sharing, effective as of October 1, 2020.
Contractor's Net Revenues shall be defined as its Gross Revenues less only a fifteen
percent(15%)deduction of gross revenue agency fee,which Contractor herein represents
as the standard in the industry paid to a third party for selling costs. In the event that the
industry standard is less than fifteen percent(15%), this Agreement shall be automatically
amended to reflect such change (and the new percentage).
The City shall receive each payment no later than the fifth day of the month succeeding
the close of the quarter. The Contractor shall include with each payment, a statement of
its advertising revenues from the sale of advertising, for the quarter applicable to the
payment. Said statements shall be in a form acceptable to the City Manager or his
designee. Any payment which Contractor is required to make to City which is not paid on
or before the respective date provided for in this Agreement shall be subject to interest at
the rate of twelve percent(12%) per annum, from the due date of payment until such time
as payment is actually received by the City. It is also understood that any required Florida
State Sales and Use Taxes, as applicable, shall be added to the Minimum Annual
Guarantee payments, as set forth above, and forwarded to the City as part of said
payment. It is the City's intent that it is to receive the Minimum Annual Guarantees as net,
Page 2 of 4
Page 913 of 1576
free and clear of all costs and charges arising from or relating to Contractor's obligations
pursuant to this Agreement.
c. Section 14 is hereby deleted and replaced with the following:
SECTION 14. REMOVAL BY CONTRACTOR/TRANSFER OF OWNERSHIP
OF BUS SHELTERS AND STREET FURNITURE UPON
EXPIRATION AND/OR TERMINATION OF THE AGREEMENT
Prior to end of term of this Agreement, Contractor shall, at its sole cost and expense and
at no cost to the City, remove the Bus Shelters and Street Furniture set forth in Exhibit"D"
and, at its sole cost and expense and at no cost to the City, return the City's right-of-way
and adjacent areas associated with the locations set forth in Exhibit "D" to their original
condition prior to the installation of any Bus Shelters and Street Furniture.
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 cause a transfer
of ownership for all Street Furniture and Bus Shelters pursuant to this Agreement(except
those Bus Shelters and Street Furniture described in Exhibit"D")to the City.Such transfer
of ownership shall occur contemporaneously with the expiration or termination of this
Agreement, and the Contractor shall transfer the Ownership of the Street Furniture and
Bus Shelters to the City free of all liens and encumbrances. Notwithstanding the transfer
of ownership, Clear Channel shall remain responsible for all claims, causes of actions,
debts, encumbrances, or administrative action that accrued prior to the transfer of
ownership.
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.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
By:
Rafael E. Granado, City Clerk Dan Gelber, Mayor
APPROVED AS TO
FORM b LANGUAGE
Date a FOR EXECUTION
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Page 3 of 4
Page 914 of 1576
CLEAR CHANNEL OUTDOOR, INC.
ATTEST:
By:
Print Name Print Name
Date
Page 4 of 4
Page 915 of 1576
EXHIBIT D
Prior to end of term of this Agreement, Contractor shall, at its sole cost and expense and at no
cost to the City, remove the Bus Shelters from locations listed below:
1. West Avenue/10 Street(southbound direction)
2. Dade Blvd/23 Street (westbound direction)
3. Pine Tree Drivel 24 Street(northbound direction)
4. Pine Tree Drivel 24 Street(southbound direction)
5. Pine Tree Drive/25 Street(southbound direction)
6. Sheridan Avenue/28 Street(northbound direction)
7. Pine Tree Drive/47 Street(southbound direction)
8. La Gorce Drive/51 Street(southbound direction)
Page 916 of 1576