90-20046 RESO
RESOLUTION NO.
90-20046
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF MIAMI BEACH AUTHORIZING THE MAYOR AND
THE CITY CLERK TO EXECUTE AN AGREEMENT BETWEEN
THE CITY OF MIAMI BEACH AND ADSHELTERS, INC.
FOR THE CONSTRUCTION AND MAINTENANCE OF BUS
STOP SHELTERS WITH ADVERTISING
WHEREAS, the City Administration, through the Department of
Purchasing and Property Management, issued a Request for Proposals
(No. 98-89/99) for the Construction and Maintenance of Bus stop
Shelters with Advertising; and
WHEREAS, a Proposal was received from Adshel ters, Inc. in
response to the RequE~st for Proposals No. 98-89/99; and
WHEREAS, an Agreement has been recommended by the City Manager
and approved as to form by the City Attorney.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF
THE CITY OF MIAMI B:EACH that the Mayor and the City Clerk are
hereby authorized to execute the Agreement between the City of
Miami Beach and Adshelters, Inc. for the construction and
maintenance of bus stop shelters in the City of Miami Beach.
PASSED AND ADOPTED THIS 25th day of
July
, 1990.
ATTEST:
u~ ~ ();d)~
CITY CLERK
PNB:HCM:ses
FORM APPROVED
LEGAL DEPT.
q0
By
Date
1- 1,-0..- ~ D
~ of 'i1tiaffli ~ead
FLORIDA
33139
"V AC A T10NLAND V. S. A. ..
OFFICE OF THE CITY MANAGER
ROB W. PARKINS
CITY MANAGER
CITY HALL
1700 CONVENTION CENTER DRIVE
TELEPHONE: 673-7010
COMMISSION MEMORANDUM NO. ~Y-J'7-q D
DATE:
July 25, 1990
FROM:
TO:
SUBJECT: AGREEMENT FOR ONSTRUCTION AND MAINTENANCE OF BUS STOP
SHELTERS WITH ADVERTISING (RFP NO. 98-89/99)
ADVERTISEMENT DATE:
BID OPENING DATE:
NOTICES MAILED:
SPECIFICATIONS MAILED:
REPLIES RECEIVED:
April 18, 1990
July 10, 1990
15
10
2
BACKGROUND:
The city Administration, through the Department of Purchasing and
Property Management, issued a Request for Proposals (RFP No. 89-
89/99) for the Construction and Maintenance of Bus stop Shelters
with Advertising at various locations throughout the City of Miami
Beach.
Under the existing agreement, the Contractor installed some sixty-
three (6.3) bus stop shelters on maj or streets and thoroughfares.
Although this number is less than the 100 scheduled in the agreement,
the contractor and the city experienced difficulty in identifying the
necessary suitable locations where easements from property owners
could be obtained for construction of the balance. Accordingly, the
RFP called for continuation of the existing shelter locations (either
through maintenance or replacement) and the construction of a minimum
of an additional forty (40) shelters during the term of the new
agreement.
The RFP asked proposers to base their proposal on a percentage of
gross receipts which would be paid to the city. The existing
agreement required a payment of 26.1% (paid quarterly), while most
similar agreements in South Florida included a requirement of 15%.
The minimum offer which would be accepted under the RFP was 15%. A
monthly minimum guaranteed payment was also required by the terms of
the RFP.
TABULATION OF PROPOSALS RECEIVED:
Please see the attached tabulation of the proposals received. The
amount proposed by Adshelters, Inc. for percentage payment (30%) was
higher than that proposed by Shelter Advertising of America, Inc.
(15%) . Shelter Advertising of America, Inc. proposed an escalating
monthly minimum payment beginning at $3,000 and gradually increasing
to $4,250.
<11
AGENDA
ITEM
C -4- ~
7- d.s'--90
DATE
AGREEMENT FOR CONSTRUCTION AND MAINTENANCE OF BUS STOP SHELTERS WITH
ADVERTISING (RFP NO. 98-89/99)
July 25, 1990
Page -2-
The monthly gross revenues subj ect to the fee under the current
agreement have averaged $11,122 since January 1989 ($133,464
annualized) . These revenues have increased by more than twenty
percent (20%) annually during the past three years.
In order to project anticipated revenues under the new agreement, a
modest anticipated increase of 2.5% annually was projected as the
basis for the following comparison:
ADSHELTERS SHELTER OF AMERICA
Minimum / Percentaqe Minimum / Percentaqe
Year 1 24,000 / 40,039 36,000 / 20,019
Year 2 24,000 / 41,040 36,000 / 20,520
Year 3 24,000 / 42,066 39,000 / 21,033
Year 4 24,000 / 43,117 39,000 / 21,559
Year 5 24,000 / 44,196 39,000 / 22,098
Year 6 24,000 / 45,300 42,000 / 22,650
Year 7 24,000 / 46,433 42,000 / 23,216
Year 8 24,000 / 47,594 48,000 / 23,797
Year 9 24,000 / 48,784 48,000 / 24,392
Year 10 24,000 / 50,003 51,000 / 25,001
$240,000 $448,572 $420,000 $224,293
Projected revenues to the City under both proposals are anticipated
to be comparable with an advantage to Adshelters, Inc. over the term
of the agreement. Adshelters, Inc. utilizes Shelter Advertising of
America, Inc. as the source of supply for the shelters installed, so
no substantial difference in equipment is anticipated under either
proposal.
Under its proposal Adshelters, Inc. will pay the City thirty percent
(30%) of gross receipts derived from advertising on the shelters.
This payment schedule will provide for the City I S benefiting from any
increased rates charged to advertisers, inflation and the
construction of additional shelters over the term of the agreement.
Based on the favorable return to the city under the percentage of
gross revenues to be received, the proposal of Adshelters, Inc. is
recommended for award of the new agreement.
TERMS AND CONDITIONS:
The proposed agreement, for a ten (10) year term, provides for
Adshelters, Inc. to continue ownership of all shelters, to bear the
entire cost of construction of additional shelters and any utilities
expenses associated with the shelters. The City will continue to
retain a first option to purchase any or all shelters at the
termination of the agreement.
ADMINISTRATION RECOMMENDATION:
The City Administration recommends that the City Commission approve
a Resolution authorizing the Mayor and CIty Clerk to execute an
Agreement with Adshe1ters, Inc., for the construction and maintenance
of bus stop shelters with advertising.
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.
AGREEMENT
BET 1f E E N
THE CITY OF MIAMI BEACH
AND
ADSHELTERS, INC.
TABLE OF CONTENTS
PAGE
1. SCOPE OF WORK 2
2. GRANT OF RZGHT 2
3. RFP AND PROPOSAL ZNCORPORATED BY REFERENCE 3
4. FEE PAYABLE TO CITY 3
5. PAYMENT SCHEDULE 4
I. LATE FEES 5
7. DUTIES AND OBLIGATZONS OF CONTRACTOR 5
8. CLAIMS-CITY HELD HARMLESS 6
9. INSTALLATION OF SHELTERS 7
10. OWNERSHIP OF SHELTERS 7
11. RIGHT OF CONTRACTOR TO REMOVE INDIVIDUAL SHELTERS 8
12. REPORTS AND RECORDS 8
13. TERM OF THE AGREEMENT 10
14. PURCHASE OF SHELTERS BY CITY 10
15. RIGHT OF CITY TO CAUSE REMOVAL 11
16. CANCELLATION BY CITY 11
17. DEFAULT AND TERMINATION 12
18. AGREEMENT NOT ASSIGNABLE 13
19. COOPERATION BY CZTY IN OBTAINING NECESSARY APPROVALS 13
20. SHELTER CONSTRUCTION 13
21. UTILITY HOOK-UP, ELECTRICITY 14
22. SHELTER DESIGN 14
23. PERFORMANCE BOND 14
24. INSURANCE REQUIREMENTS 14
25. NOTICES 14
26. WAIVER 15
27. TIME OF ESSENCE 15
28. TERMS BINDING ON SUCCESSORS 15
29. FORCE MAJEURE 15
30. SEVERABILITY 16
31. CAPTIONS 16
32. GOVERNING LAW AND VENUE 16
33. ENTIRE AGREEMENT 16
AGREBMENT BETWEEN
THE CITY OF MIAMI BEACH
AND
ADSHB]~TERS , INC.
THIS AGREEMENT (hereinaft1er called the "Agreement") made the
1st day of October " 1990 between the city of Miami
Beach, a Municipal Corporation of the state of Florida (hereinafter
called the "city") and Adshelters, Inc., a Florida Corporation,
with offices at 5800 N.W. 77th Court, Miami, Florida 33166
(hereinafter called the "Contractor").
WIT N E SSE T H
WHEREAS, the Purchasing and Property Management Department of
the city issued Request for Proposals No. 98-89/99, as amended, for
the Construction and Maintenance of Bus stop Shelters with
Advertising; and
WHEREAS, the Contractor submitted its proposal in response to
the RFP; and
WHEREAS, the City Commission of the City of Miami Beach
authorized this agreement by the! adoption of Resolution No. 90-20046,
a copy of said Resolution is made a part hereof as set forth in
full herein.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein, by both the City and the Contractor, the parties
agree as follows:
-1-
1. SCOPE OF WORK
The Contractor shall provide for the construction, erection,
installation, repair and maintenance of shelters at various bus
stop locations wi thin the ci ty of Miami Beach for a ten-year
period.
Contractor shall provide for shelters at City-owned locations
and/or at locations on which it has easements, however where the
right to erect shelters is governed by County, state or Federal
regulations with reference to right-of-way considerations outside
the jurisdiction of the City of Miami Beach, the Contractor shall
be solely responsible for obtaining any and all clearances required
for placement of shelters at such locations.
The Contractor shall maintain and/or replace the existing
sixty-three (63) shelters and shall construct an additional forty
(40) shelters in accordance with the schedule provided for in
paragraph 9 hereof.
2. GRANT OF RIGHT
The City grants to the Contractor for the term hereinafter
described the exclusive commercial right to construct, erect,
install, repair and maintain shelters at approved bus stop
locations throughout the City of Miami Beach. This right is
intended to include both approved existing bus stop locations and
those created and approved at any time during the term hereof. The
City shall also have the right to install or have installed its own
shelters at locations of its choice.
The city may first offer an option to the contractor to
install each such shelter in accordance with this agreement, but
it is not required to do so. The right of the City to erect or to
allow another Governmental Jurisdiction to erect Bus stop Shelters
shall not be abridged by this Agreement.
-2-
3. RFP AND PROPOSAL INCORPORATED BY REFERENCE:
The Request for Proposals No. 98-89/99, together with all
amendments thereto, and Contractor's proposal in response thereto,
are hereby inoorporated by reterence in this Agreement to the
extent that they are not inconsistent with any terms herein. In
the event of inconsistency, this Agreement shall prevail.
.. . FEE PAYABLE TO CITY
In consideration of the right granted, the Contractor shall
pay to the City as a fee, thirty percent (30%) of its monthly gross
receipts generated from signs and other visual displays placed upon
the shelters by the Contractor.
Gross Receiots Defined:
The term "gross receipts" as used
herein shall be construed to include all monies paid or
payable to and monies received or receivable by the contractor
for sales made and for services provided.
The term "gross
receipts" shall exclude the following:
a) Advertising agency commission actually paid not to exceed
15% of the customer billing.
b) Quantity purchase discounts actually allowed.
c) Any taxes imposed by law which are separately stated to
and paid by a customer and directly payable to or by the
contractor.
d) The amount of any sales, use, gross receipts, occupancy
or similar taxes (but not income, occupational or
property taxes) paid by contractor in connection with its
operations under this agreement.
In accordance with the above, all advertising rates of
contractor shall be established by a published rate schedule filed
30 days in advance of effect with the city of Miami Beach. Said
rate schedule may contain provisions for quantity purchase
discounts and special short term rentals providing they are in
general accord with established industry practice and rate scales.
Inducements to attract advertisers are to be considered as sales
promotions and shall be within the limits prescribed in the
published rate schedule or, if not falling within the rate
schedule, shall be approved in advance by the city on an exception
basis.
-3-
It is the intent of the city to afford the Contractor as much
flexibility as possible in attracting customers and increasing the
overall revenue from advertising sold. The City, however, must be
apprised of the contractor's actions in advance.
The Contractor shall, upon demand, provide copies of all
advertising contracts, advertising agency transmittals of revenues
and/or any documentation which would satisfy the city as to the
exact volume of advertising business generated by the shelters
within the City of Miami Beach, including commissions paid,
quantity purchase discounts and any and all taxes paid to or by the
Contractor.
The City agrees that it shall not charge any additional
licensing fees to the Contractor or impose additional taxes or
tariffs upon the Contractor with respect to the revenues that the
Contractor may derive from the sale of advertising with respect to
the shelters, it being expressly understood and agreed that the
percentage fee described herein is intended as the sole monetary
consideration to be received by the City hereunder.
5. PAYMENT SCHEDULE:
The Contractor shall make a monthly minimum payment throughout
the term of this agreement in the amount of Two Thousand Dollars
($2,000). Such minimum payment shall be due on the 15th day of the
month for the preceding month.
The Contractor shall make percentage payments once each
calendar quarter. Percentage payments shall be due on the 15th
day of the month following each calendar quarter. Percentage
payments shall be less any minimum payments made during the
previous quarter. Percentage payments shall be accompanied by the
statements of monthly gross revenues described in Paragraph 12 (a)
of this Agreement. It is also understood and agreed that the
applicable Florida state Sales Tax on payments to the City shall
be added by the Contractor to the contractor's payment and
forwarded to the City as part of said payments. It is the intent
of the City that it is to receive the fee as net, free and clear
of all costs and charges.
-4-
6. LATE FEES:
The Contractor shall pay a penalty of $50.00 for late or
delinquent payments, along with simple interest accruing to the
city at the highest rate allowable by law per annum. Such late
fees and interest shall be due and payable beginning with the 20th
of each month, when payments are due on the 15th of the month.
7 . DUT:IBS AND OBL:IGAT:IONS 01' CONTRACTOR I
The Contractor shall do each of the following at its sole
expense with respect to the erection of shelters at various bus
stop looations throughout the city of Miami Beach:
(a) To erect such shelters using the types of material in
accordance with the plans and specifications set forth in
Request for Proposals No. 98-89/99, as amended and the
Contractor's proposal in response thereto.
(b) To inspect, clean, repair and otherwise maintain the shelters
on a scheduled basis as set forth in the Request for Proposals
No. 98-89/99, "Shelter Maintenance" pages 28-31.
(c) To illuminate the shelters from sunset to sunrise throughout
the year or for a shorter period as determined solely by the
city. All electric meter, underground service lines and
disconnect locations to be installed as approved by the city
of Miami Beach. A City of Miami Beach Public Works Department
Permit is required prior to construction.
(d) To remove each of the shelters previously erected at the
conclusion of the term of this agreement in the event the City
declines termination options as provided for elsewhere herein,
restoring all property, sidewalk, curb, etc. affected by the
installation to a condition satisfactory to the city.
(e) To solicit and obtain suitable advertising clients who desire
to advertise products or services through the advertising
panels on the shelters in question in order to maximize
advertising receipts from same. Notwithstanding the
foregoing, the Contractor agrees with the following
provisions:
-5-
(1) Upon the specific written request of the city Manager,
the Contractor shall make available up to .2.l of all
advertisinq space for use by the city in city-oriented
public service messages and/or for such general public
service messages as may be approved by the City; and
(2) Upon the specific written request of the City Manager,
the Contractor agrees to provide at no cost to the city,
up to .2.l of the total number of shelters provided for use
at locations to be determined by the city, such shelters
to contain no contractor advertising but with the
provision for possible placement of advertising panels
containing messages of a pUblic service or tourism-
oriented nature as the City may deem in its best
interests. Should panels be required by City, they will
be provided at no cost. All shelters so provided shall
be included in the Contract as part of the Contractor's
responsibility in the same manner as all other shelters
provided.
(f) To restore city property to City specifications, i.e., full
sections of sidewalk, landscaping, etc. Contractor assumes
responsibility for broken roof drains and/or underground
services.
(g) Contractor is to provide safe passage for vehicles,
pedestrians, etc., at all times during construction.
8. CLAIMS - CITY HELD HARMLESS:
The Contractor shall indemnify, defend and hold the city
harmless from any and all claims, actions or suits filed or
asserted against the City arising out of the installation,
maintenance or operation of the shelters or any responsibilities
of the Contractor as related to this Agreement.
-6-
9. INSTALLATION OF SHELTERS:
The Contractor agrees to install not less than forty (40) new
shelters in accordance with RFP No. 98-89/99 "Bus Shelter
Locations", page 15 and "Shelter Installation", pages 25 - 27.
Thereafter the Contractor shall have the right, but not the
obligation, to install additional shelters at various bus stop
locations from time to time. Notwithstanding the foregoing, the
City requires that the Contractor submit written requests 30 days
in advance with respect to proposed shelter locations and the City
further reserves the right to withhold its approval as to the
installation of shelters at particular location if the city should
determine in its sole discretion, that one or more proposed
locations are unsuitable. Nothing contained in this paragraph or
any other provisions of this agreement shall be construed so as to
require the Contractor to construct and maintain more than 103
shelters in the City of Miami Beach during the term hereof.
In the event the City or any agency having jurisdiction of the
property upon which such bus stop shelters are located, requires
the removal of such shelter(s), the Contractor agrees that all
costs associated with the removal and any relocation and/or
replacement shall be borne by Contractor.
10. OWNERSHIP OF SHELTERS:
The Contractor shall retain sole and exclusive ownership of
the shelters erected pursuant to the provisions hereof. Such
shelters may be removed by the Contractor upon termination of this
agreement for any reason, subject to the Contractor's obligation
to restore the sidewalks, walkways or curbs to the condition which
existed prior to the installation of same and such purchase options
retained by the City and detailed in these specifications. Nothing
contained in this paragraph or in any other provision of this
agreement shall be construed as creating an ownership interest in
the Contractor with respect to any sidewalks, walkways or curb to
which the shelters are temporarily attached.
-7-
Contractor's obligation is to restore full sections of sidewalk,
walkways, curb and gutter, landscaping, sprinkler systems and
remove all underground electrical installations, etc., upon
termination of this Agreement.
11. RIGHT OP CONTRACTOR TO REMOVB INDIVIDUAL SHBLTBRS.
Except as provided for this paragraph, the Contractor shall not
remove any shelters installed or maintained at bus stop locations
during the term hereof without first having obtained written
consent of the city. The Contractor shall have the right to
petition the City for removal of individual shelters in the event
that a particular location is no longer used as a bus stop or that
a shelter has been subjected to "chronic vandalism". For the
purposes hereof, the phrase "chronic vandalism" shall be defined
as damages inflicted to an individual shelter during any six (6)
month period, which require cumulative expenditures for replacement
and repair that exceed 50% of the cost of construction and
installation of the shelter. Where it has been determined that the
chronic vandalism alleged has been caused by a design fault which
is reasonable, correctable, the City reserves the right to demand
such design correction and reserves the right to withhold
permission for removal from the specified sites. The City also
reserves the right to require the Contractor to remove upon 30 days
written notice. Contractor shall keep written record of all
vandalism to bus stop shelters for city review upon demand.
12. REPORTS AND RECORDS:
(a) MONTHLY REPORTS: The Contractor shall submit a Monthly
statement of Gross Receipts, together with the percentage
payment referenced in Paragraph 5 hereof, and other reports
as may be required by the City from time to time.
(b) ANNUAL REPORTS: The Contractor shall submit an annual CPA
Certified Statement of Gross Receipts to the City.
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Such Certified Statement shall include an opinion by the CPA
as to the accuracy of the Contractor's Gross Receipts as
defined by this Agreement. The period covered by the CPA
Certified statement of Gross Receipts may coincide with the
fiscal year of the Contractor and shall be submitted to the
City within sixty (60) days following the end of each twelve
month fiscal year.
(c) SEPARATE ACCOUNTING: The Contractor shall maintain books
of account, reports and records and other documents in
connection with this Agreement separately and apart from any
other business or businesses the Contractor may be involved
in.
(d) RECORD RETENTION: The Contractor shall maintain locally,
within Dade county, during the term of this Agreement and for
one year thereafter all books of account, reports, records
including sales slips, advertising contracts, advertising
agency transmittals of revenues, bank deposit slips, bank
statement, State Sales and Use Tax Returns and such other
sales records as an independent certified Public Accountant
would need to examine in order to certify the Contractor's
Annual Statement of Gross Receipts pursuant to Generally
Accepted Accounting Standards. The Contractor shall make
available upon ten (10) days notice, the records described in
this paragraph to the city's Internal Audit Division or such
other official as the City Manager may designate from time to
time.
(e) STANDARDS FOR REPORTS: The Contractor will prepare true
and complete records and accounts of all Gross Receipts for
each fiscal year in accordance with Generally Accepted
Accounting Principles consistently followed.
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(f) CITY APPROVAL OF ACCOUNTING PRACTICES: The Contractor
agrees that the form of all books of account, reports, records
and types of operating controls are subject to the written
approval of the City's Internal Auditor. The Contractor will
comply with written recommendations from the Internal Auditor
for changes, additions or deletions in accounting practices,
reporting or controls, when requested.
(g) EXAMINATION OF BOOKS AND RECORDS: The Contractor will
permit the auditors of the City during the term of this
Agreement plus one year, during the normal business hours and
upon reasonable notice, to audit and examine the Contractor's
books of account, reports and records. The Auditors will use
their best efforts to not unnecessarily interrupt the business
operations of the Contractor.
13. TERM OF THE AGREEMENT:
This agreement shall become effective upon execution and shall
remain in force and effect for a period of ten (10) years from date
of execution.
14. PURCHASE OF SHELTERS BY CITY:
At the conclusion of the term of this agreement, the City
shall have the sole and exclusive right to elect one of the
following alternatives:
(a) Require the Contractor to remove all of the previously
installed shelters from the City of Miami Beach at
Contractor's sole expense.
(b) Purchase some or all of the installed shelters from the
Contractor at the then fair market value of same.
The City shall provide the Contractor with written notice of
the option elected at least forty-five (45) days prior to the
termination date hereof.
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In the event that the City elects to buy some or all of the
existing shelters from the Contractor and in further event that
the Contractor and the City are unable to agree as to the fair
market value of same, then the sole issue of the price of said
shelters shall be submitted to binding arbitration by the American
Arbitration Association of Miami, Florida, for final disposition
in accordance with the rules of said association. Any award in
arbitration may be entered as a jUdgement in any court of competent
jurisdiction.
The costs of such arbitration shall be shared
equally by the parties hereto. The city reserves the right to
withdraw its option to purchase at any time prior to, during or
after such arbitration.
15. RIGHT OF CITY TO CAUSE REMOVAL
The City retains the right to cause removal by the Contractor
on 30 days written notice of specific shelters at its discretion
in order to facilitate construction at or near the shelter site or
for other reasons which may affect the safety and welfare of the
city: or if the City, at it's discretion, determines that the site
is no longer suitable. The City also reserves the right to
withhold permission for re-installation at a given site if re-
installation is deemed not in the best interests of the city.
However, where possible, the city will offer an alternate site
acceptable to the contractor for any locations so eliminated.
16. CANCELLATION BY CITY
Notwithstanding anything contained elsewhere herein, the city
shall have the unilateral right to cancel and terminate this
agreement in the event that the contractor becomes insolvent by
being unable to pay its debts when they become due or by having the
amount of its liabilities exceed the amount of its assets, or if
the contractor commi ts an act of bankruptcy, makes a general
assignment for the benefit of creditors, or if there is filed, by
or against the Contractor, a voluntary or involuntary petition in
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bankruptcy or for the appointment of a receiver, or if there
commences under any law relating to bankruptcy, insolvency,
reorganization or relief of debtors, proceedings for the
contractorls relief or for composition, extension, arrangement or
adj ustment of any of contractor's obI igations which proceedings are
not withdrawn or dismissed within ninety (90) days after the filing
of or the entry into same, or the contractor's business is
discontinued as a going concern or if the contractor is in
violation of the terms of this agreement or if the City determines
that continuance of the agreement is not in the best interests of
the City of Miami Beach, or if the agreement is found lacking in
legal basis by a court of competent jurisdiction.
17. DEFAULT AND TERMINATION
(a) If Contractor abandons or vacates the project of shelter
construction and maintenance for a period of thirty (30)
days anytime prior to the expiration of the term hereof,
or
(b) If Contractor fails to make the payments as set forth
herein and said payment is not made within 15 days after
written notice of such failure is given to contractor,
or
(c) If Contractor fails to discharge or bond off any lien
filed on the project within fifteen (15) days of written
notice from City to Contractor, or
(d) If Contractor fails to perform in accordance with any of
the other terms and conditions herein contained, and such
defaul t is not cured wi thin thirty (J 0) days after
written notice is given to contractor, then Lessor may
pursue any and all legal remedies available to seek
redress for such default, with the prevailing party
receiving all reasonable legal fees and costs.
(e) Should the contract be terminated or as a result of
mutual agreement by both parties, the city shall have the
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option to purchase some or all of the shelters provided
under the contract at a price not to exceed the value
determined through application of straight line
depreciation using an annual rate of depreciation of 10%.
The original cost shall be as shown in the audited
records of the contractor.
18. AGREEMENT NOT ASSIGNABLE
This agreement shall not be assignable by the Contractor
without the express written permission of the city Commission of
the City of Miami Beach through formal amendment.
19. COOPERATION BY CITY IN OBTAINING NECESSARY APPROVALS
The City agrees to cooperate with the Contractor in his
efforts in obtaining City, County, state or Federal approvals or
licenses that may be required as a condition of installing the
proposed shelters at bus stop locations within the City. The cost
of obtaining any such permits or licenses shall be borne by the
Contractor except that City of Miami Beach licenses and permits
shall be issued at no charge. Responsibility for applying for and
obtaining such approvals, permits and licenses remains the sole and
prime responsibility of the Contractor.
20. SHELTER CONSTRUCTION
Shelters shall be constructed in such a manner as to meet all
applicable city, county and area building codes. Any and all
necessary approvals from all required governmental agencies shall
be obtained by Contractor. Every shelter design provided to the
city shall be accompanied by plans sealed by a Professional
Engineer licensed in the State of Florida. Any plans submitted
with the proposal of this bid shall likewise be sealed by a
Professional Engineer in the State of Florida.
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21. UTILITY HOOK-UP. ELECTRICITY
Contractor is responsible for all hookups to power sources and
the payment for any energy consumed by the shelter's lighting
source. Prior to City acceptance of shelter as in place and ready
for use, the contractor shall provide evidence that all power
charges for the shelter will be the responsibility of the
contractor.
22. SHELTER DESIGN
Shelters shall be designed in accordance with the requirements
set forth in Request for Proposals No. 98-89/99.
23. PERFORMANCE BOND
The Contractor shall post a Performance Bond, Irrevocable
Letter of Credit or in the alternative, a cash deposit in the
amount of One Hundred Thousand ($100,000.00) Dollars with the city
upon the execution of this Agreement. Said Performance Bond shall
be issued by a surety company authorized to do business in the
State of Florida and shall be refundable at the termination of this
Agreement, if all terms and conditions of the Agreement have been
satisfied. If the Performance Bond is on an annual coverage basis,
renewal for each succeeding year shall be submitted to the Office
of the City Manager thirty (30) days prior to termination date of
existing Performance Bond.
24. INSURANCE REOUIREMENTS
The Contractor shall maintain in full force and effect the
insurance coverage according to the requirements as set forth in
RFP 98-89/99.
25. NOTICES
All notices and rental payments shall be sent to the parties
at the following addresses:
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CITY:
The City of Miami Beach
City Manager
1700 Convention Center Drive
Miami Beach, Florida 33139
CONTRACTOR:
Adshelters, Inc.
5800 N.W. 77th Court
Miami, Florida 33166
city and Contractor may change such addresses at any time upon
giving the other party written notification. All notices under
this contract must be in writing and shall be deemed to be served
when delivered to the address of the addressee. All notices served
by mail shall be certified mail, return-receipt requested.
Contractor may designate additional persons for notification of
default.
26. WAIVER
No waiver by city at anytime of any of the terms or conditions
of the agreement shall be deemed at any time thereafter of the same
or any other terms or conditions hereof.
27. TIME OF ESSENCE
Time shall be of the essence of this Contract.
28. TERMS BINDING ON SUCCESSORS
All of the terms and conditions of this contract shall inure
to the benefit of and be binding upon the successors and assigns
of the parties hereto provided that any assignment by Lessee is
first approved pursuant to Paragraph 18 hereof.
29. FORCE MAJEURE
The performance of any act by City or Contractor hereunder may
be delayed or suspended at any time while, but only so long as,
either party is hindered in or prevented from performance by acts
of God, the elements, war, rebellion, strikes, lockouts or any
other cause beyond the reasonable control of such party provided
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however, that if the condition of force majeure exceeds a period
of ninety (90) days, the City may, at its option and discretion,
cancel or renegotiate this Agreement.
30. SBVBRABILITY
If any term or provision of this Agreement or the application
thereof to any person or circumstance shall, to any extent be
invalid or unenforceable, the remainder of this Agreement or the
application of such term or provision to persons or circumstances
other than those as to which it is held invalid or unenforceable,
shall not be affected thereby and each term and provision of this
Agreement shall be valid and be enforced to the fullest extent
permitted by law.
31. CAPTIONS
The captions contained herein are for the convenience and
reference only and shall not be deemed a part of this Agreement or
construed as in any manner limiting or amplifying the terms and
provisions of this Agreement to which they relate.
32. GOVERNING LAW AND VENUE
This Agreement shall be governed by and construed in
accordance with the laws of the state of Florida. The venue for
any litigation arising out of this Agreement shall be Dade County,
Florida.
33. BNTIRB AGREBMBNT
This Agreement contains all of the agreements between the
parties hereto, and it may not be modified in any manner other than
by agreement in writing signed by all the parties hereto or their
successors in interest.
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IN WITNESS WHEREOF, the parties have executed this Agreement
the date first above written.
CITY:
CITY OW MIAMI BBACK
FORM APPROVED
LEGAL DEPT.
~~~~
Dale !/;htJ
BY:
ATTBST. u..:.... 'Me 1n!-"All~lL.,,,.!L~
~CITY CLER
CONTRACTOR:
ADSHELTERS, INC.
BY:
~A
S qn.tur.~e~t
TypecS Name
and Title:
William Barkell, President
ATTEST:
~
As1it. SEC Y
Keith Ritzmann
---
(CORPORATE SEAL)
HCM:ses
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