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Home My WebLink AboutR-94-0589J-94-652 7/26/94 RESOLUTION NO. 9 4_ 589 A RESOLUTION ACKNOWLEDGING AND APPROVING THE ASSIGNMENT OF STEVE MARTIN AND ASSOCIATES, INC.`S INTEREST IN MIAMI BUS BENCH JOINT VENTURE (D/B/A BUS BENCH COMPANY) TO BENCH ADS AMERICA, INC. IN THAT CERTAIN AGREEMENT BETWEEN BUS BENCH COMPANY AND THE CITY OF MIAMI, DATED JUNE 4, 1990, FOR THE FURNISHING, INSTALLATION AND MAINTENANCE OF BUS BENCHES WITHIN THE CITY OF MIAMI; FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE AN INSTRUMENT EFFECTING SAID ASSIGNMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY. WHEREAS, the City of Miami, Florida (the "City"), pursuant to Resolution No. 90-226, adopted March 22, 1990, authorized the City Manager to execute an agreement with Miami Bus Bench Joint Venture, d/b/a Bus Bench Company for the furnishing, installation and maintenance of bus benches within the City of Miami, Florida; and WHEREAS, pursuant to Resolution No. 90-226, the City Manager, on June 5, 1990, executed an agreement with Miami Bus Bench Joint Venture, d/b/a Bus Bench Company, a joint venture whose managing partner is Steve Martin and Associates, Inc. (the "Agreement") for the above -stated purposes; and C°omas=C>Ij MEETING or JUL 26 19A Resolution .No. 94- 589 F WHEREAS, the Agreement, under its own terms, shall not be assigned or sold without the prior consent of the City Commission; and WHEREAS, under the terms of the Agreement, a sale of fifty one percent (51%) or more of the shares of corporate common stocks or partnership shares shall be deemed an assignment; and WHEREAS, Steve Martin and Associates, Inc. intends to sell one hundred percent (100%) of the assets of its business, including certain rights under the Agreement to Bench Ads America, Inc., a Florida Corporation whose shareholders are Ray Tomezak and Eric Nadel (the "Assignment"); and WHEREAS, the City Commission wishes to acknowledge and approve the Assignment and to authorize the City Manager to execute an instrument effectuating said Assignment, in a form acceptable to the City Attorney; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. The assignment of Steve Martin and Associates, Inc.'s interest in Miami Bus Bench Joint Venture (d/b/a Bus Bench Company) to Bench Ads America, Inc., a Florida Corporation whose shareholders are Ray Tomezak and Eric Nadel, in that certain Agreement between Bus Bench Company and the City of Miami, dated June 4, 1990, is hereby acknowledged and approved. -2- Section 3. The City Manager is hereby authorized`/ to execute an instrument, in a form acceptable to the City Attorney, to effectuate said Assignment. Section 4. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 26th day of Ju1v 1994. �f0 t4,Q o 444 4.. EPHEN P. CL RK, MAYOR CITY CLERK PREPARED AND APPROVED BY: LINDA K. KEARSO ASSISTANT CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNESS: l A. 7 QUT N SO E ZZI CITY ATTORr34 LKK:csk:M4 The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. 94- 589 CARLOS & ABBOTT, F.A. ATTOnNAYD AT LAW WOT O, ADDOTT THOMAD P. CAIAL08 SANTIA00 D. EOHFMPN01A JOHN T. PAAHL July 12, 1994 /� 4' ��A . BUITE 1150 G90 PoNOF DF LFON DOuISVAnD CORAL QABLEV, FLOSIVA 33134 (305) 444.1300 P%091MILFr (306) 40-86il The City of Miartri a Cesar H. Odio, City Manager 275 N.W. 2 Street , Miami, Florida 3312$ RE: 90-233 Dear Mr. Qdio: This firm represents Steve Martin & Associates, Inc. d/b/a Bus Bench Company, a Florida corporation, a member of the Miatrri Bus Bench Joint Venture, the contractor with the City of Miami, cinder that certain written agreement dated June 4, 1990, for the purpose of providing Buq Benches for the continence of the traveling public within the City of Miand in accordance with the terms and conditions of the referred to agreement. The contract provides at paragraph 22, page 20, the following: Thin Contract shall not be assigned or sold without the prior written consent of the City Commission, which consent shall not be unren8onablly withheld. A sale of 51% or more of the shares of corporate common stocks or partnership shares as applicable shall be deemed an assignment for purposes of this section. It is understood and agreed that the City is relying on the unique and specialized knowledge and expertise of the Company in performing its work and services under the Contract. Subject to and predicted in part that upon the consent of the City of Miami, Steve Martin & Associates, Inc. d/b/a Bus Bench Company has entered into a contract for the sale of certain assets of its business, including its rights under the referred to agreement to Bench Ads America, Inc., a Florida corporation whose shareholders are Ray 'Tomczak and Eric Nadel. Bench Ads America, Inc. will replace Steve Martin & Associates, Inc. as a member of the Miami Bus Bench Joint Venture. Messrs 'Tomczak and Nadel are long time residents of South Florida, engaged in the advertising business, of the highest moral character and otherwise fully qualified and desirable persons to serve as the City's contractor under the referred to ngreement. Mr. 94- 589 t July 12, 1994 Page 2 Tomczak is presently the owner of several companies in the outdoor advertising business. Mr. Tomczak and Mr. Nadel are fully familiar with the contents of the agreement, their rights and responsibilities thereunder, and are willing and desirous to assume all of the obligations of the Agreement under its terms, Accordingly, please consider this letter as a request for approval, in accordance with the provisions of the contract of the sale And assignmentt of the agreement to Bench Ads America, Inc., the named purchaser. Please be assured that Steve Martin & Associates, Inc, and Bench Ads America, Inc,, as well as Messrs Tomczak and Nadel, will provide the City with such ether information and insurances as the City may require, Accordingly, we respectfully request approval of the sale and assignutent by the City as the earliest possible time. Thank you for your courtesies. Very truly yours, CARPS, & ABBOTT r Bit bot BCA/rr t CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM To : FILE DATE : August 2, 1994 FILE July 26, 1994 Commission Meeting SUBJECT ; R 94-589 re Bus Benches `1 1 FROM 4A`11T'� HIRAI REFERENCES: j City Clerk ENCLOSURES: z At the Commission meeting of July 26, 1994, Commissioner Plummer moved Resolution 94- 589. Because the record was vague as to exactly what action parliamentary transpired, I sought clarification from Commissioner Plummer's office. ! was informed by Nora Reboso that in fact the action which passed was the approval of request by Steve Martin and Associates to sell its rights to Bench Ads America, Inc. Ms. Reboso also provided me with a copy of a letter from Eliot C. Abbott to Cesar Odio dated July 12, 1994 to further clarify this issue. This memorandum is being written for record purposes. MH:sI i h I1 I i {