2001-24346 RESO
RESOLUTION NO. 2001-24346
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE MAYOR AND
CITY CLERK TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT
WITH ADSHEL, INC., PURSUANT TO REQUEST FOR PROPOSALS (RFP)
NUMBER 112-99/00, TO CONSTRUCT, OPERATE AND MAINTAIN
DIRECTORY STRUCTURES IN THE LINCOLN ROAD AREA, PROVIDING
DIRECTORY INFORMATION, LOCATION MAPS, AND OFFERING
ADVERTISING SPACE FOR COMMERCIAL USE; AND FABRICATE AND
INSTALL STREET SIGNS AND BLOCK NUMBER SIGNS AT
INTERSECTIONS ALONG LINCOLN ROAD.
WHEREAS, the City issued a Request for Proposals (RFP) No. 112-99/00, to construct,
operate and maintain a minimum often (10) directory structures in the Lincoln Road area, providing
directory information, location maps, and offering advertising space for commercial use; and fabricate
and install street signs and block number signs at ten(1 0) intersections along Lincoln Road; and
WHEREAS, an Evaluation Committee recommended by the City Manager and approved by
the Mayor and City Commission met on March 24, 2000, and recommended that the two proposers
. be invited for oral presentations before the Committee; and
WHEREAS, the Committee unanimously found the most qualified proposer to be Adshel,
Inc. and the second most qualified to be InfInity Outdoor; and the Evaluation Committee heard oral
presentations on July 12, 2000, and unanimously voted to recommend negotiations with the top-
ranked firm, and the second-ranked fIrm should an agreement not be made with the top-ranked firm
for this contract; and
WHEREAS, the City Manager has reviewed the responses and the recommendation of the
Evaluation Committee, and concurs with its recommendation; and
WHEREAS, on July 26, 2000, the Mayor and City Commission accepted the
recommendation of the City Manager, and authorized the Administration, in coordination with
Lincoln Road Marketing, Inc., to enter into negotiations with the top-ranked firm of Adshel, Inc.
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 herein authorize the Mayor and City Clerk to execute a Professional Services
Agreement with Adshel, Inc., pursuant to Request for Proposals (RFP) Number 112-99/00, to
construct, operate and maintain directory structures in the Lincoln Road area, providing directory
information, location maps, and offering advertising space for commercial use; and fabricate and
install street signs and block number signs at intersections along Lincoln Road_
ATTEST:
PASSED and ADOPTED this 18th day of April, 2001.
APPROVED p.s TO
FORM & LANGUAGE
& FOR EXECUTION
f/j
MAYOR
T:\AGENDA\2001\APRI80 I IREGULARII12-9900.J/J
.
CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139
http:\\ci.miami-beach.fl.us
TO:
FROM:
SUBJECT:
COMMISSION MEMORANDUM NO. '2.:~~ -0 \
Mayor Neisen O. Kasdin and DATE: April 18, 2001
Members of the City Commission
Jorge M. Gonzalez ,,, "r/
City Manager UW"f)
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE MAYOR AND
CITY CLERK TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT
WITH ADSHEL, INC., PURSUANT TO REQUEST FOR PROPOSALS (RFP)
NUMBER 112-99/00, TO CONSTRUCT, OPERATE AND MAINTAIN
DIRECTORY STRUCTURES IN THE LINCOLN ROAD AREA,
PROVIDING DIRECTORY INFORMATION, LOCATION MAPS, AND
OFFERING ADVERTISING SPACE FOR COMMERCIAL USE, AND
FABRICATE AND INSTALL STREET SIGNS AND BLOCK NUMBER
SIGNS AT INTERSECTIONS ALONG LINCOLN ROAD.
ADMINISTRATION RECOMMENDATION:
Adopt the Resolution.
ANALYSIS:
The directory structures ("directories") are an important missing element for all the businesses on
Lincoln Road. They are particularly vital to the small business retailers. The directories will provide
a major service to tourists, visitors and residents by informing them of where businesses are located,
a calendar of events, and free panels of advertisement to promote the cultural activities of Miami
Beach.
The directories will contain a map of the area, a listing of local merchants keyed to locations on the
map, which will be required to be corrected and updated frequently, along with a maximum space
for two advertising posters, which may be used for commercial purposes.
In addition to the directories' informational and way-finding components, this project will also
attract both national and local advertisers who want a premiere venue for marketing their products.
The design concepts and color themes will be approved by the City, after receiving input from
Lincoln Road Marketing, Inc., (LRMI) and will comply with all pertinent building and design codes.
AGENDAITEM~
DATE 4--\% -OJ
T:IAGENDA \200 llAPR180I IREGULAR\112-9900. WPD
RFP No. 112-99/00
April 18, 2001
Page 2
The world renowned architectural firm, Arquitectonica, will be designing the directory kiosks which
will be brought through the City's established Design Review process.
On March 13,2000, the Land Use and Development Committee met and requested information
regarding the cost of construction, installation, maintenance and upkeep as well as revenue sources
projected from general advertising or local funding. At the Special Meeting ofthe Land Use and
Development Committee held on March 20, 2000, the Committee unanimously supported the
issuance of an RFP with the accepted caveats and urged expedience since the business community
of Lincoln Road had been waiting for far too long.
On June 28, 2000, the City Commission authorized (Commission Memo No. 491-00) the issuance
of a Request for Proposals (RFP) to select a firm to construct, operate and maintain a minimum of
10 directory structures in the Lincoln Road area, providing directory information, location maps, and
offering advertising space for commercial use, and fabricate and install street and block number
signs at intersections along Lincoln Road to identify cross streets and missing block numbers.
On July 12, 2000, the Evaluation Committee (the Committee) met to review proposals received from
Adshel and Infinity Outdoor. The Committee consisted of the following individuals:
Ronnie Singer
William Cary
Gary Knight
Michael Comras
Jeff Bechdel
Carl Hastings
Robert Warren
Executive Assistant to the City Manager
Director, Design, Preservation & Neighborhood Planning Division
Executive Director, Artcenter/South Florida
President, The Comras Company
Vice President, Miami Beach Chamber of Commerce
Project Manager
Lincoln Road Marketing, Inc.
On July 12,2000, representatives from Adshel and Infinity Outdoor presented proposed rates and
options, and made oral presentations relative to their approach and methodology, their proposed
project team, their proposed rates, and the various design options.
The Committee unanimously determined the most qualified firm to be Adshel, second most qualified
to be Infinity.
The Committee's recommendation was provided to the City Manager for his consideration. In
accordance with the terms of the RFP, the City Manager reviewed the Evaluation Committee's
recommendation and concurred with its ranking of responses retumed.
On July 26, 2000, the Mayor and City Commission accepted the recommendation of the City
Manager, and authorized the Administration, to enter into negotiations with the top-ranked firm of
Adshel. A summary of the terms of that Agreement follows:
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RFP No. lJ2-99/00
April 18, 2001
Page j
1. The attached Agreement shall be for a term offive (5) years, commencing April 19, 2001 and
terminating on April 19, 2006, unless earlier terminated as provided in the Agreement. The
Agreement shall automatically renew for not more than five (5) additional terms of one (1)
year each, commencing the 19th day of April for each year from 2006 to 2011 unless the
City, in its sole discretion should elect not to renew the Agreement and notifies Company of
such non-renewal by providing 120 days written notice prior to the expiration of the renewal
term. (Attachment A shows the financial retum to the City)
The following is a comparison of other markets' negotiated agreements with Adshel:
2. Adshel will provide:
Two, 4-sided structures to be located at the intersection of Lincoln RoadlWashington
Avenue and Lincoln Road! Alton Road
Eight, 2-sided structures to be located on Lincoln Road at the head of each street
beginning at Collins Avenue and ending at Lenox Avenue
All 2-sided signs may be designed to accommodate an additional 2-sided panel
should additional advertising be desired.
This will produce a total of24 sign faces broken down as follows:
10 directories
2 Welcome to Lincoln Road
3 cultural calendars
9 ads to be sold for limited commercial use
10 street signs with block numbers located from Collins to Alton will also be fabricated and
installed.
3.
Advertisin~ Rates
A. Lincoln Road businesses
B. Commercial (non-Lincoln Road)
C. Non-Profit Cultural Agencies
$600/month.
$850/month.
10% of inventories will be free of charge
4. Adshel will provide their own electric services, if required, or pay the costs of connection and
usage to City power sources.
5. Obtain all required permits, and obey all laws and regulations.
6. Place an updated directory in each structure a minimum of six times per year.
7. Inspect and clean the interior and exterior surfaces as needed, but no less often than twice per
month.
8. Provide status reports no less than quarterly, to the City.
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RFP No. J12-99/00
Apr/l18,2001
Page 4
9. Priority of assignment relative to advertisements will be to Lincoln Road merchants
on an equal basis, at a designated date to respond.
10. No Lincoln Road merchant may at any time, request more than three (3) sign faces.
11. Provide the City upon request, with an accounting of all advertising revenues generated by
the directory structures, certified by an independent Certified Public Accountant (CPA).
12. Fabricate and install street signs and block number signs at ten (10) intersections along
Lincoln Road, utilizing design themes and color schemes provided by the City.
13. Adshel will undertake every effort to sell its advertising space to advertisers located on
Lincoln Road.
14. Adshel will make Miami Beach the first City in the United States to have a technologically
advanced electronic information system.
15. Adshel will maintain an agreement with the Miami Firm Arquitectonica to design directory
structures and street and block number signs.
16. Adshel will employ Miami Beach residents on a preferential basis.
17. Adshel will utilize local firms for the installation, illumination and glazing of the street
furniture.
18. All structures will be cleaned on a weekly basis; update of informational component ofI+
Terminals is on-going; update of static directory/information maps six times a year or more
often if needed.
19. Advertisements shall comply with all Federal, State, County and City rules, regulations and
ordinances pertaining to billboards, signs, and outdoor advertisements.
20. Adshel shall maintain all directories and advertisements in good condition and repair
and shall be solely responsible for the maintenance, cleaning, repair and replacement of the
same and each part thereof.
21. In the event any directory or advertisement is damaged or defaced in any manner, Adshel
shall, within three (3) days of notification of such damage or defacement, remedy the damage
or defacement at no cost to City.
22. All work, supplies and/or materials including any modifications thereto which may be
performed or provided by Adshel pursuant to the attached agreement shall be
Guaranteed/Warranted for the full term of the Agreement.
T:\AGENDA \2001 IAPRI80 IIREGULARII 12-9900. WPD
RFP No. 112-99/00
April1B, 2001
Page 5
23. Adshel shall, at its sole expense, fully indemnify, defend and hold harmless the City, and in
their capacity as such, the officers, agents and employees thereof, from and against any and
all claims, suits, actions, liability and judgments for damages:
This project will provide attractive structures ofthe highest quality along with an uncompromising
maintenance program that will serve the Lincoln Road business community and most importantly
their audience, the residents of and visitors to the City of Miami Beach.
Furthermore, Adshel will also provide and install street signs and block number signs at intersections
along Lincoln Road. In doing so, visitors will be able to easily identify addresses which heretofore
has been a source of frustration to both the business community and those seeking this information.
CONCLUSION
The Administration recommends the approval of the Professional Services Agreement with Adshel,
Inc. and the adoption of the concomitant Resolution.
JMG:thqL:lf~
Attactb~i}:s
T:\AGENDA\2001 IAPRI gO llREGULARII I2-9900_WPD
:
.
Agreement Between the City of Miami Beach. Florida and
Adshel. Inc. to Construct. Operate and Maintain Directory Structures
in the Lincoln Road Area. Provide Directory Information Location
Maps. Offer Limited Advertisin2 Space for Commercial Use. and
Fabricate and Install Street Si2ns and Block Numbers at Ten (10)
Intersections Alon2 Lincoln Road. Pursuant to City of Miami Beach
Request For Proposals No. 112-99/00
THIS AGREEMENT is made this JE.! day of April, 2001, by and between the
CITY OF MIAMI BEACH, a municipal corporation of the State of Florida ("City"), and
ADSHEL, INC., a New York Corporation, whose principal place of business is located at
780 Third Avenue, New York City, New York ("Contractor").
RECITALS
WHEREAS, the Contractor is the successful proposer in response to City of
Miami Beach Request for Proposals No. 112-99/00 entitled, "Construct, Operate and
Maintain a Minimum of Ten (10) Directory Structures in the Lincoln Road Area,
Providing Directory Information, Location Maps, and Offering Advertising Space for
Commercial Use, and Fabricate and Install Street Signs and Block Numbers at Ten (10)
Intersections along Lincoln Road"; and
WHEREAS, accordingly, the City and Contractor have negotiated the foregoing
Agreement wherein the City agrees to allow Contractor the exclusive right to install
certain directory structures, location maps, street signs, and other signage, including
signage offering limited advertising space for commercial use (collectively, the "Street
Fumiture").
NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein, and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, City and Contractor hereby agree as follows:
SECTION 1 LINCOLN ROAD DIRECTORIES
PROGRAM/SCOPE OF SERVICES.
AND
SIGNAGE
1.1 Contractor shall erect, install, operate and maintain, at its sole cost and
expense, and at no cost to the City, the Street Furniture set forth in Exhibit nAn, attached
hereto and incorporated herein.
1.2 The Street Furniture set forth in Exhibit nAn, shall be erected, installed,
operated, and maintained, in the locations identified in Exhibit nAn. Contractor shall not
erect, install, operate, and maintain additional Street Furniture, nor identify additional or
alternate locations for same, other than as identified in Exhibit nAn, without first
obtaining the prior written authorization of the City.
1.3 The City acknowledges that Contractor may display limited commercial
advertising material on the Street Fumiture (the Advertisements). Notwithstanding same,
any Advertisements to be displayed on the Street Furniture set forth in Exhibit nAn and in
this Agreement shall be approved, in writing, by the City prior to installation/display of
same. Written permission shall be granted within five (5) days from submission.
Additionally, any Advertisements displayed on the Street Fumiture shall comply with all
Federal, State, Miami-Dade County, and City of Miami Beach laws, rules, regulations,
ordinances, and codes, including, but not limited to, those pertaining to and/or related to
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billboards, outdoor advertisements, and signage, as applicable. In addition, the
construction, materials, content and appearance of any Advertisements to be installed on
the Street Furniture shall comply with such other and future requirements as Federal,
State, County, and City authorities may from time to time impose, including, but not
limited to, public safety, zoning, building, and aesthetic requirements. Accordingly, any
unauthorized Advertisements on Street Fumiture including, but not limited to, any
Advertisements not approved by the City in the manner provided herein, or any
Advertisements failing to comply with any applicable Federal, State, County, and City
provisions, as set forth herein, shall and must be removed by Contractor, at its sole cost
and expense, within forty-eight (48) hours from receipt of written notice from the City.
In the event such Advertisements are not removed within said time period, the City may,
at its sole option and discretion, terminate this Agreement for cause, without further
notice to Contractor, and without liability to City. Additionally, the installation and
display of the Advertisements shall also be subject to the requirements set forth in Exhibit
nBn, attached hereto and incorporated herein. Contractor herein acknowledges that the
City reserves the right to impose such additional requirements for the installation and
display of the Advertisements, at anytime, at its sole option and discretion; provided that
the City shall provide Contractor with written notice of such additional requirements and
such requirements do not frustrate the purpose and intent of this Agreement.
1.4 All Street Furniture contemplated herein shall be handicap accessible and
shall be erected, installed, and maintained by Contractor in accordance with all applicable
Federal, State, and local laws and ordinances, including the Americans with Disabilities
Act of 1990, as amended.
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1.5 The Contractor shall provide, at its sole cost and expense, any and all
design services including, but not limited to, architectural and engineering services,
relative to the design of the Street Fumiture. This shall include, but not be limited to the
following, as required by the City: preparation of schematic design documents consisting
of drawings, site plans, elevations, samples as required to show the scale and relationship
of the components and the design concept as a whole; and, based upon the schematic
design documents, as approved by the City, design development documents which may
consist of, but not be limited to, drawings, outline specifications and other documents, as
necessary to fix and describe the size and character of the Street Furniture in terms of
architectural, structural (if any), and electrical systems (if any), construction finish
materials, and such other elements as may be appropriate.
1.6 With regard to the design of the Street Furniture, the Contractor, may be
required to participate in a number of public presentations, workshops, community
meetings, etc., as required for review and approval from regulatory bodies and, as also
deemed necessary by the City, in its discretion, for community and public involvement;
particularly with regard to approvals and recommendations made or requested from the
Lincoln Road Marketing organization, or its successor organization. This shall also
include meeting with the staff of the City's Planning Department to determine whether
the Street Fumiture will require and, if so, assist Contractor in obtaining, Design Review
and Historic Preservation Board approvals.
1. 7 With regard to design services to be provided by Contractor relative to the
design of the Street Fumiture herein, the City acknowledges and herein approves the firm
of Architectonica, Inc., as Contractor's design consultant. In the event that Contractor
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does not utilize or otherwise terminates its relationship with Architectonica, the City may,
at its sole option and discretion, (i) terminate this Agreement for cause, upon written
notice to Contractor, without liability to the City; or, in the alternative, (ii) approve a
replacement design consultant, as presented by Contractor to City, said approval to be at
the sole option and discretion of the City.
1.8 The Contractor herein warrants and represents to the City that any
architects utilized by Contractor herein shall be duly licensed and admitted to practice
architecture in the State of Florida pursuant to Chapter 481, Florida Statutes, and
additionally possess the requisite occupational licenses from the City and the County.
Any and all engineers required herein shall be duly licensed and certified by the State of
Florida to engage in the practice of engineering in this State.
1.9 The Contractor shall, at its sole cost and expense and at no cost to the
City, construct or install, or cause to be constructed or installed, the Street Fumiture.
Contractor shall be responsible for preparation of any and all plans and specifications for
same, and shall be responsible for obtaining all govemmental approvals and permits prior
to construction/installation. Contractor shall provide, or cause to be provided, a payment
and performance bond (the Performance Bond) issued by a licensed surety transacting
business in Florida and reasonably acceptable to the City, assuring completion of the
Street Fumiture pursuant to the approved design(s), naming the City as co-obligee. Such
bond shall be approved by the City and shall be in an amount equal to the cost of
completion of the Street Fumiture.
1.10 Contractor shall commence, or cause to be commenced, construction and
installation of the Street Fumiture, within ninety (90) days from the City's approval of the
5
design and issuance of permits of the Street Fumiture. Thereafter, Contractor shall
diligently prosecute and complete construction of the Street Furniture no later than ninety
(90) days after commencement of such construction. Upon execution of this Agreement
by the parties hereto, Contractor shall provide the City with a Construction Schedule for
the Street Furniture specifying commencement of construction; installation; specific
milestones; timelines, etc.; through completion. Said Schedule, when completed, shall be
attached and incorporated as an Exhibit to this Agreement.
1.11 In the event any notice or claim of lien shall be asserted against the
interest of the City on account of or arising from any work done by or for Contractor, or
any person claiming by, through or under Contractor, or for improvements or work, the
cost of which is the responsibility of Contractor, Contractor agrees to have such notice or
claim oflien cancelled and discharged within fifteen (15) days after notice to Contractor
by City. In the event Contractor fails to do so, City may terminate this Agreement for
cause without liability to City.
1.12 City shall not be liable for any claims, losses or damages suffered by third
parties arising from Contractor's or its officers, agents, employees or contractors,
construction and installation of the Street Furniture, unless caused by City's negligence.
In addition to the preceding sentence, Contractor shall maintain, or require that its
contractor(s) maintain, worker's compensation insurance in at least the minimum amounts
required by law and shall provide to City a certificate evidencing such coverage.
SECTION 2. TERM.
This Agreement shall be for an initial term of five (5) years, commencing on
April _, 2001, and terminating on April _, 2006, unless earlier terminated, as herein
6
provided. At the end of the initial term, this Agreement shall automatically renew for up
to five (5) additional one (1) year terms; provided, however, that the City, at its sole
option and discretion, may, after the initial five (5) year term, and prior to the conclusion
of each one (1) year renewal term, elect not to renew the Agreement by notifying
Contractor of its intent not to renew, in writing, 120 days prior to the expiration of the
initial five (5) year term, or the expiration of each successive one (1) year renewal term,
as the case may be.
SECTION 3. MINIMUM ANNUAL GUARANTEE.
3.1 In addition to erecting, installing, operating, and maintaining, the 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 as follows:
Year I:
Year 2:
Year 3:
Year 4:
Year 5:
$1,300 per structure per year or 20% of the total Net Revenues,
whichever is greater;
$1,300 per structure per year or 25% of the total Net Revenues,
whichever is greater;
$1,300 per structure per year or 25% of the total Net Revenues,
whichever is greater;
$2,000 per structure per year or 28% of the total Net Revenues,
whichever is greater;
$2,000 per structure per year or 28% of the total Net Revenues,
whichever is greater; and
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Years 6 -10: $2,000 per structure per year or 30% of the total Net Revenues,
whichever is greater,
For purposes of this Section 3, 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 Tax (es), 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, free and clear of all costs and charges arising from or relating to
Contractor's obligations pursuant to this Agreement.
3.2 The Contractor shall maintain current, accurate, and complete financial
records on an accrual basis of accounting related to its activities pursuant to this
8
Agreement. Systems and procedures used to maintain these records shall include a
system of internal controls and all accounting records shall be maintained in accordance
with generally accepted accounting principles and shall be open to inspection and audit
by the City upon reasonable request. Such records and accounts shall include a
breakdown of gross receipts, expenses, and profit and loss statements. Contractor shall
maintain records as will be required by an independent CPA in order to audit a statement
of annual gross receipts and profit and loss statements pursuant to generally accepted
accounting principles.
3.3 Contractor shall maintain its financial records pertaining to its operations
pursuant to this Agreement for a period of two (2) years after the conclusion of the term
of this Agreement, including any renewal terms, as applicable. Contractor further agrees
that such records shall be open and available to the City, as deemed necessary by the
City. The City shall be entitled to audit Contractor's records pertaining to its operations
pursuant to this Agreement as often as the City, at its sole option and discretion, deems
necessary, including during the two (2) year period following the termination of this
Agreement, regardless of whether such termination results from the natural expiration of
the term or for any other reason. The City shall be responsible for paying all costs
associated with such audits. Additionally, Contractor shall submit, at the end of each
year during the term of this Agreement, including renewal terms, an audited annual report
and a profit and loss statement of operations, in a form consistent with generally accepted
accounting principles.
9
SECTION 4. MAINTENANCE.
4.1 Contractor shall maintain all Street Furniture and Advertisements in good
operating condition and repair and shall be solely responsible for the maintenance,
cleaning, repair, and replacement of the same and each part thereof. Contractor shall not
permit or offer others to commit a nuisance in connection with the Street Fumiture or
Advertisements. In the event any Street Fumiture or Advertisements is damaged or
defaced in any manner, Contractor shall, within three (3) days of receipt of written notice
from the City, remedy such damage or defacement, at its sole cost and expense and at no
cost to City. In the event Contractor fails to complete said remedy in a timely manner,
the City may, at its sole option and discretion, (i) terminate this Agreement for cause
upon written notice to Contractor, without liability to the City, or (ii) remedy the damage
or defacement and charge the actual cost thereof to Contractor.
4.2 In addition to the aforestated paragraph, the parties herein acknowledge,
and Contractor herein agrees to be bound by and adhere to, those minimum maintenance
standards, entitled "City of Miami Beach Minimum Maintenance Specifications for
Street Furniture and Advertisements", attached hereto and incorporated herein as Exhibit
ncn. It is further understood that Contractor shall provide the City with a monthly
maintenance report, in a format approved by the City, that shall include, but not be
limited to, maintenance, repair, and replacement, as applicable, of all Street Fumiture and
Advertisements that are subject to this Agreement.
SECTION 5. GUARANTEEIW ARRANTY.
5.1 All work, supplies and/or materials, including any modifications thereto,
which may be performed or provided by Contractor pursuant to this Agreement,
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including renewal terms, shall be guaranteed and expressly warranted throughout the
term of this Agreement with respect to the use, description, design, merchantability,
fitness for use for any particular purpose, condition and/or durability thereof. Such
guarantees and/or express warrantees shall, at a minimum, include guarantees/warranties:
a. Against all faulty or imperfect materials and/or equipment and
against all imperfect, careless and/or unskilled workmanship; and
b. Against injury or undue deterioration during proper and usual use
of the goods and/or services.
5.2 In any such event described in Subsection 5.1 above, Contractor shall,
upon seven (7) days written notice from the City:
a. Remove and replace the defective materials, equipment and/or
services with proper materials, equipment and/or services and re-
execute, correct, and/or repair and replace, at its sole cost and
expense, and at no cost to the City, any materials, equipment
and/or services found to be improper, imperfect, defective, or
failing to perform as specified;
b. Make good all damage caused to other work, materials and/or
equipment due to such required removal, replacement and/or re-
execution; and
c. Comply with any and all requirements of whatever nature referred
to in other portions of this Agreement.
5.3 Contractor's failure to comply with the provisions of this Section 5,
notwithstanding its failure to maintain the aforestated guarantees and/or warrantees, or,
11
failure to correct, repair and replace, upon written notice from the City, shall be
considered a default of this Agreement and the City may terminate same without liability
to the City.
SECTION 6. INSURANCE.
6.1 The Contractor shall not commence any work pursuant to this Agreement
until all insurance required under this Section has been obtained and such insurance has
been approved by the City's Risk Manager. The Contractor shall maintain and carry in
full force during the term of this Agreement the following insurance:
a. Commercial General Liability. A policy including, but not limited
to, comprehensive general liability bodily injury, personal injury,
property damage, in the amount of a combined single limit of not
less than $1,000,000.00. Coverage shall be provided on an
occurrence basis. The City of Miami Beach shall be named as
additional insured on the policy. Contractor shall provide a
certificate of insurance evidencing required coverage.
b. Advertisers' Liability (Errors and Omissions): a minimum of
$1,000,000.00 per occurrence.
c. Workers Compensation & Employers Liability as required
pursuant to Florida statute.
d. Thirty (30) days written notice of cancellation or substantial
modification in the insurance coverage must be given to the City's
Risk Manager by the Contractor and his insurance company.
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e. The insurance must be furnished by insurance companies
authorized to do business in the State of Florida and approved by
the City's Risk Manager.
f. Original certificates of insurance for the above coverage must be
submitted to the City's Risk Manager for approval prior to any
work commencing. These certificates will be kept on file in the
office of the Risk Manager, 3rd Floor, City Hall.
g. The Contractor is responsible for obtaining and submitting all
insurance certificates for their consultants.
6.2 All insurance policies must be issued by companies authorized to do
business under the laws of the State of Florida. The companies must be rated no less than
nB+n as to management and not less than nClass VIn as to strength by the latest edition of
Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its
equivalent, subject to the approval of the City's Risk Manager.
6.3 Compliance with the foregoing requirements shall not relieve the
Contractor of the liabilities and obligations under this Section or under any other portion
of this Agreement, and the City shall have the right to obtain from the Contractor
specimen copies of the insurance policies in the event that submitted certificates of
insurance are inadequate to ascertain compliance with required overage.
SECTION 7. INDEMNIFICATION.
In consideration ofa separate and specific consideration of$10.00 and other good
and valuable consideration the receipt of which is hereby acknowledged, the Contractor
hereby agrees to indemnify, defend and hold the City and its employees, agents and
13
authorized representatives harmless with respect to any and all costs, claims, damages
and liability which may arise out of the performance of this Agreement:
1. For actual or alleged injury to persons or property (including loss
of use of property whether or not such property is physically
damaged or destroyed), in any way arising out of or through, or
alleged to arise out of or through, any act or omission of
Contractor, or any of its officers, agents, employees, or contractors,
or to which any act or omission of Contractor or any of its officers,
agents, employees or contractors in any way contributed in its
performance of any part of this Agreement, but not as a result of
the gross or willful negligence of the City, its agents or employees;
or
2. for Contractor's, or any of its officers, agents, employees or
contractors actual or alleged failure to comply with the provisions
of any statute, regulation or ordinance of the United States, State of
Florida, Miami-Dade County, City of Miami Beach or of any other
agency applicable to Contractor, or any of its officers, agents,
employees or contractors, in its business if the claim, suit, action,
liability or judgment is related in any manner to the performance or
nonperformance of this Agreement; or
3. for Contractor's, or any of its officers, agents, employees or
contractors, actual or alleged failure to obtain any and all necessary
14
licenses, permission, copyrights, and authorization associated with
the Advertisements.
SECTION 8. NOTICE.
All notices, certificates or other communications hereunder shall be sufficiently
given and shall be deemed given when delivered or mailed by registered mail, postage
pre-paid (or airmailed if addressed to an address outside of the city of dispatch). Until
changed by notice in writing, all such notices and communications shall be addressed as
follows:
To Contractor:
Adshel, Inc.
Attn: Douglas Watts, President
780 Third Avenue, 3rd Floor
N.Y., N.Y. 10017
Telephone: (212) 755-8282
To City:
City of Miami Beach
Attn: Jorge M. Gonzalez, City Manager
1700 Convention Center Drive
Miami Beach, FL 33139
Telephone: (305) 673-7010
With Copies To:
City of Miami Beach
Attn: Murray H. Dubbin, City Attorney
1700 Convention Center Drive
Miami Beach, FL 33139
Telephone: (305) 673-7470
Notices hereunder shall be effective:
If delivered personally, on delivery; if mailed to an address in the city of dispatch,
on the day following the date mailed; and if mailed to an address outside the city of
dispatch on the seventh day following the date mailed.
15
SECTION 9. TERMINATION.
9.1 Termination for Bankruotcvllnsolvency. If either the City or
Contractor shall be adjudged bankrupt or insolvent, or if any receiver or trustee of all or
any part of the business property of either party shall be appointed, or if any receiver of
all or any part of the business property shall be appointed and shall not be discharged
within sixty (60) days after appointment, or if either party shall make an assignment of its
property for the benefit of creditors, or shall file a voluntary petition in bankruptcy, or
insolvency, or shall apply for reorganization or arrangement with its creditors under the
bankruptcy or insolvency laws now in force or hereinafter enacted, Federal, State, or
otherwise, or if such petitions shall be filed against either party and shall not be dismissed
within sixty (60) days after such filing, then the other party may immediately, or at any
time thereafter, and without further demand or notice, terminate this Agreement without
being prejudiced as to any remedies which may be available to it for breach of contract.
9.2 Termination for Cause. In the event that Contractor or the City fails
to perform or observe any of the covenants, terms or provisions under this Agreement
and such failure continues fifteen (15) days after written notice thereof from the other
party hereto, unless other subsections in this Agreement specifically denote shorter time
periods, such non-defaulting party may immediately or at any time thereafter, and
without further demand or notice, terminate this Agreement without being prejudiced as
to any remedies which may be available to it for breach of contract.
9.3 Termination for Convenience. THE CITY, IN ADDITION TO THE
RIGHTS AND OPTIONS TO TERMINATE FOR CAUSE, AS SET FORTH ABOVE,
OR ANY OTHER PROVISIONS SET FORTH IN THIS AGREEMENT, RETAINS
16
THE RIGHT TO TERMINATE THIS AGREEMENT AT ITS SOLE OPTION, AT ANY
TIME, FOR CONVENIENCE, WITHOUT CAUSE AND WITHOUT PENALTY,
WHEN IN ITS SOLE DISCRETION IT DEEMS SUCH TERMINATION IS IN THE
BEST INTEREST OF THE CITY, UPON NOTICE TO CONTRACTOR, IN WRITING,
THIRTY (30) DAYS PRIOR TO TERMINATION.
9.4 In the event the City elects to terminate this Agreement pursuant to
Subsections 9.1 through 9.3, respectively, Contractor shall, at its sole cost and expense,
promptly remove all of the Street Fumiture and Advertisements and restore the public
rights-of-way to their original condition, as provided in Section 10 herein.
Notwithstanding the proceeding sentence, and this Section 9, Contractor shall have a
continuing obligation to indemnify and hold the City harmless, as provided in Section 7,
and to reimburse the City for any and all expenses incurred in remedying any default by
Contractor.
SECTION 10.
REMOVAL BY CONTRACTOR OF STREET FURNITURE
AND ADVERTISEMENTS UPON EXPIRATION AND/OR
TERMINATION OF AGREEMENT.
At the end of the 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 Street Furniture and Advertisements 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 Street Furniture and Advertisements. Contractor shall have thirty (30) days after
the conclusion of the term of this Agreement, or from the date of other termination of this
17
-.
Agreement, as the case may be, in which to remove all Street Fumiture and
Advertisements, and return the right-of-way and adjacent areas to their original condition.
SECTION 11.
SUBSTITUTE PERFORMANCE.
In the event that the Contractor fails to timely deliver any of the supplies,
materials and/or equipment, or to properly perform any services, including the restoration
of sidewalks, curbs and adjacent areas to their original condition, in accordance with the
terms of the Agreement, then the City shall have the right to purchase, on such terms as it
deems appropriate, any such supplies, materials, equipment, services, etc., covered herein
and to charge Contractor for all actual costs thereby incurred by the City. Contractor
shall be responsible for paying all of said costs.
SECTION 12.
ASSIGNMENT.
Except as otherwise provided below, Contractor shall not assign all or any portion
of its costs or obligations under this Agreement without the prior written consent of the
City Manager or his designee, which shall not be unreasonably withheld. Contractor
shall notify the City of any proposed assignment in writing, at least thirty (30) days prior
to the proposed effective date of such assignment and City shall respond within thirty
(30) days. In the event that any such assignment is approved by the City, the assignee
shall agree to be bound by all the covenants of this Agreement required of Contractor.
SECTION 13.
PERFORMANCE BOND OR ALTERNATE SECURITY.
In addition to the requirements of Subsection 1.9, Contractor shall, on or before
the effective date of this Agreement, furnish to the City a Performance Bond in the penal
sum as stated below for the payment of which Contractor shall bind itself for the faithful
performance of the terms and conditions of this Agreement. A Performance Bond in the
18
amount of Twenty-Five Thousand and 00/100 Dollars ($25,000.00) shall be required and
be in faithful observance of this Agreement throughout the term hereof, including
renewal terms. A cash deposit, irrevocable letter of credit, or certificate of deposit may
also suffice, as determined by the City in its discretion. The form of the Performance
Bond or letter of credit shall be as required by the City. Contractor shall be so required to
maintain said Performance Bond or alternate security, as accepted by City, in full force
and effect throughout the term of this Agreement, including renewal terms.
SECTION 14.
INDEPENDENT CONTRACTOR.
City and Contractor hereby acknowledge and agree that Contractor is an
independent contractor, and not an employee, of the City. As an independent contractor
Contractor shall be responsible for and shall remit directly to the appropriate authority
any and all federal, state and local taxes due and payable on account of this Agreement.
SECTION 15.
OFFSET.
In the event that the Contractor shall owe an obligation of any type whatsoever to
the City at any time during the term of this Agreement or after termination of the
relationship created hereunder, the City shall have the right to offset any amount so
owned by the Contractor against any compensation due the Contractor from the City.
SECTION 16. LAWS.
16.1 Comoliance. Contractor shall comply with all applicable City, County,
State, and Federal ordinances, statutes, rules and regulations. Contractor shall also cause
the Street Furniture to comply fully with Titles I, II, and III of the ADA and comparable
Florida law (553.501 to 553.513 Florida Statutes in Chapter 760, Florida Statutes) and
related regulations.
19
16.2 Governing Law. This Agreement shall be deemed to have been made
and shall be construed and interpreted in accordance with the laws of the State of Florida.
In case of any inconsistency between the terms of this Agreement and any applicable
general or special law, said general or special law shall govern.
16.3 Equal Emolovment Oooortunity. Neither Contractor nor any affiliate
of Contractor performing services hereunder, or pursuant hereto, will discriminate against
any employee or applicant for employment because of race, creed, sex, color, national
origin, disability (as defined in Title 1 of ADA), or sexual orientation. Contractor will
take affirmative steps to utilize local firms (i.e. in the South Florida area) in the work
force and in correlative business enterprises. Additionally, Contractor shall use its best
efforts to, whenever possible, employ City of Miami Beach residents and/or local (i.e.
South Florida) firms for the services to be provided pursuant to this Agreement, including
installation of the Street Furniture.
16.4 Venue. This Agreement shall be enforceable in Miami-Dade
County, Florida, and if legal action is necessary by either party with respect to the
enforcement of any and all the terms or conditions herein, exclusive venue for the
enforcement of same shall lie in Miami-Dade County, Florida.
SECTION 17. MISCELLANEOUS.
17.1 Relationshio. Nothing contained in this Agreement shall constitute or be
construed to be or create a partnership or joint venture between the City and Contractor.
17.2 Modifications. This Agreement cannot be changed or modified
except by agreement in writing executed by all parties hereto. Contractor acknowledges
that no modification to this Agreement may be agreed to by the City unless approved by
20
the Mayor and City Commission, except where such authority has been expressly
provided herein to the City Manager or his designee.
17.3 Complete Agreement. This Agreement, together with all exhibits
incorporated hereto, constitutes all the understandings and agreements of whatsoever
nature or kind existing between the parties.
17.4 Request for Proposal No. 116-95/96, together with all amendments, and
Contractor's proposal in response thereto (collectively, the Proposal Documents), are
deemed as being incorporated by reference in this Agreement and made a part hereof;
provided, however, that in the event of an express conflict between the Proposal
Documents and this Agreement, this Agreement shall prevail.
17.5 The section and paragraph nHEADINGSn contained herein are for
convenience of reference only and are not intended to define, limit, or describe the scope
or intent of any provision of this Agreement.
17.6 Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted assigns.
17.7 Clauses. The illegality or invalidity of any term or any clause of this
Agreement shall not affect the validity of the remainder of the Agreement, and the
Agreement shall remain in full force and effect as if such illegal or invalid term or clause
were not contained herein unless the elimination of such provision detrimentally reduces
the consideration that either party is to receive under this Agreement or materially affects
the continuing operation of this Agreement.
17.8 Severability. If any provision of this Agreement or any portion of such
provision or the application thereof to any person or circumstance shall be held to be
21
invalid or unenforceable, or shall become a violation of any local, State, or Federal laws,
then the same as so applied shall no longer be a part of this Agreement but the remainder
of the Agreement, such provisions and the application thereof to other persons or
circumstances, shall not be affected thereby and this Agreement as so modified shall.
17.9 Sub-consultants/Sub-contractors. When the term "Contractor" is used
in this Agreement, it shall be deemed to include any subconsultants, subcontractors, and
any other person or entity acting under the direction or control of Contractor. Any
subconsultants or subcontractors retained by Contractor pursuant to this Agreement must
receive the prior written approval of the City.
SECTION 18.
LIMITATION OF CITY'S LIABILITY FOR BREACH OF
CONTRACT.
The City desires to enter into this Agreement only if in so doing the City can
place a limit on its liability for any cause of action for breach of this Agreement, so that
its liability for any such breach never exceeds the sum of $10,000. Contractor hereby
expresses its willingness to enter into this Agreement with a $10,000 limitation on
recovery for any action for breach of contract. Accordingly, and in consideration of the
separate consideration of $10.00, the receipt of which is hereby acknowledged, the City
shall not be liable to Contractor for damages to Contractor in an amount in excess of
$10,000, for any action for breach of contract arising out of the performance or non-
performance of any obligations imposed upon the City by this Agreement. Nothing
contained in this paragraph or elsewhere in this Agreement is in any way intended to be a
waiver of limitation placed upon the City's liability as set forth in Florida Statutes,
Section 768.28.
22
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized representatives the day and year first above written:
ATTEST:
CITY OF MIAMI BEACH, FLORIDA
~p~
City Clerk
By:
1fJ1
Mayor
ADSHEL INC.
By ~ I., f. ~""
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23
EXHIBIT A
ADSHEL WILL:
Q' Provide and maintain Directory Structures and Street and Block Number Signs designed by
world-renowned architect Laurinda Spear of Arquitectonica in collaboration with the City
of Miami Beach in order to create the most desirable designs for the City of Miami Beach
while assuring that these designs interact positively with the existing Lincoln Road
streetscape.
Provide a minimum of ten (10) Directory Structures to be installed in the Lincoln Road area.
Two (2) 4-sided structuies to be located at the intersection of Lincoln Road/Washington
A venue and Lincoln Road/Alton Road.
Eight (8) 2-sided structures to be located on Lincoln Road at the head of each street
beginning at Collins A venue and ending at Lenox Avenue.
One face of the structure will carry locator map information for Lincoln Road, the other
face will carry commercial advertising, of which three (3) full panels will be designated for
public service advertising for use by non-profit cultural organizations.
This will produce a total of24 sign faces broken down as follows:
10 directories of Lincoln Road businesses with locator maps
2 "Welcome to Lincoln Road" signs (1 on each 4-sided structure)
3 cultural calendars dispersed throughout advising of events, etc.
9 Ad faces (signs) to be sold for commercial use
Q' Adshel's most important concern is that its designs for Directory Structures in the Lincoln
Road area, interact with the existing streetscape.
Q' Provide ten (10) Street and Block Number Signs to be installed at ten intersections of
Lincoln Road from Collins A venue to Alton Road. Adshel will also fabricate and install
same to ensure identification of cross streets and block numbers here to fore missing from
Lincoln Road.
T:\AGENDA \2001 IAPR 180 1 lREGULARII12-9900.EXH
EXHIBIT B
CAVEATS WITH REGARD TO ADVERTISING:
Advertisin~ Rates
A. Lincoln Road businesses
B. Commercial (non-Lincoln Road)
C. Not-for-Profit Cultural Calendars
$600/month.
$850/month.
3 ad faces will be free of charge as a public service
~ Adshel is confident that the advertising potential of the Miami Beach market will produce
revenue substantial enough to meet the financial needs ofMiarni Beach's Directory Structure
program. Adshel and their global outdoor advertising sales and marketing units have
studied the local marketing potential and have developed a strategy for the Miami Beach
program that will:
... Focus sales activities towards sales to local advertisers and Lincoln Road merchants.
... Make use of cutting-edge research methodologies.
... Maximize the use of their large national and international sales forces.
... Devise and implement flexible and varied advertising campaigns.
... Aggressively and creatively increase revenues to the City.
... Produce aesthetically pleasing directory structures and street and block number
designs.
~ Adshel's Miami based advertising sales team consists often sales executives, who have a
thorough understanding of the Miami Beach market place and whose priority will be the
advertising sales to local customers.
Q' Priority of assignment relative to advertisements will be to Lincoln Road merchants on an
equal basis, with a designated cut-off date for approval prior to Adshel expanding is
solicitations for advertisers.
II? Adshel will undertake every effort to sell its advertising space to advertisers located on
Lincoln Road. However, no Lincoln Road merchant may at any time, request more than
three (3) sign faces.
T:IAGENDAI2001IAPRI801IREGULARI112-9900.EXH
II? Advertisements shall comply with all Federal, State, County and City rules, regulations and
ordinances pertaining to billboards, signs, and outdoor advertisements.
Q' Adshel's proposed design concepts by Arquitectonica meet the challenges of Miami Beach's
pedestrian malls like Lincoln Road.
Q' The structures will become a 'tool' used by residents and visitors on a daily basis and at the
same time will be admired for their outstanding design which is so much part of Miami
Beach's tradition in design excellence.
or Suggested materials are powder-coated steel and concrete; all transparent components -like
display panels-are made of safety glass, highly resistant to vandalism.
Q' Display boxes are edge lit. This exclusive Adshel technology allows for very slim display
panels while providing maximum illumination and using less energy than conventional lighting
systems. All materials are American-made of the highest quality to insure durability.
Q' The Street and Block Number Signs for Lincoln Road will display Lincoln Road and its cross
streets as well as the block numbers. The pole has elliptical cutouts and the part for street and
block number signage is curved, thus being less obtrusive and creating a perfect match to
Lincoln Road's active life.
Q' All designs are subject to City of Miami Beach Design Review Board process.
T:\AGENDA\2001IAPRI801 IREGULAR\112-9900.EXH
EXHIBIT C
MINIMUM MAINTENANCE STANDARDS-ADSHEL WILL:
~ Use up-to-the minute technology, including hand-held computers that translate bar codes
into maintenance records, Adshel continually cleans and checks every structure to be certain
of maintaining the highest standards of cleanliness and pedestrian safety. Even the effects
of the most unpredictable occurrences are kept to an absolute minimum by Adshel's careful
and frequent attention to detail. Their unusually high standards are impressed upon their
local employees so that they qualify as skilled professionals sharing the accumulated
experience of hundreds of thousands offield service jobs performed each year.
~ Supervisors will check every structure every day to be certain that all work is being
performed following their standards. Their on-site reports will be made available to the City
of Miami Beach at any time through a dedicated website that is constantly being updated.
In addition, Adshel will maintain a toll-free telephone line 24 hours a day to handle public
inquiries and damage reports.
Q' Place an updated directory in each structure a minimum of six times per year.
Q' Inspect and clean the interior and exterior surfaces as needed, but no less often than once per
week.
Q' Adshel will maintain an agreement with the Miami Firm Arquitectonica to design directory
structures and street and block number signs.
Q' Update of static directory/information maps six times a year or more often if needed.
or Adshel shall maintain all directories and advertisements in good condition and repair and shall
be solely responsible for the maintenance, cleaning, repair and replacement of the same and
each part thereof.
Q' In the event any directory or advertisement is damaged or defaced in any manner, Adshel
shall, within three (3) days of notification of such damage or defacement, remedy the damage
or defacement at no cost to City.
T:\AGENDAI2001\APRI801\REGULARII12-9900.EXH
ATTACHMENT A
CITY OF MIAMI BEACH LINCOLN ROAD - ADSHEL SIGNAGE
Adshel will pay to the City on a quarterly basis for years I and 2 and thereafter at the beginning of
each year; a Minimum Annual Guarantee (MAG) of$I,300 per structure per year for years 1-3 and
thereafter, $2,000 per structure per year at beginning of each new year or a percentage of net
revenue, whichever is greater on an escalating scale
Year 1
Year 2
Year 3
Year 4
Year 5
Years 6-10
20%
25%
25%
28%
28%
30%
T:\AGENDA\2001 IAPR180 lIREGULARIADSHEL.AT A
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