HomeMy WebLinkAboutR-90-0226J_190_-..),7 ;
Z/ 1 21, 90
R f S 0 L 0 T 10N N0 . � ""i
A RESOLUTION, WITH ATTACHMENT, RESCINDING
RESOLUTION NO. 90-202, AND AUTHORIZING
THE CITY MANAGER TO ENTER INTO AN
AGREEMENT, IN SUBSTANTIALLY THE ATTACHED
FORM, BETWEEN THE CITY OF MIAMI AND MIAMI
BUS BENCH JOINT VENTURE, D/B/A BUS BENCH
COMPANY, TO MANUFACTURE, INSTALL AND
MAINTAIN APPROXIMATELY 1,50U BUS BENCHES
CITY - WIDE. AND TO SELL ADVERTISING ON
APPROXIMATELY 1,000 OF SAID BUS BENCHES,
WITH AN ESTIMATED REVENUE OF $62.10 PER
BUS BENCH PER YEAR, PLUS 1% OF GROSS
RECEIPTS, FOR AN INITIAL TERM OF FIVE
YEARS; SAIO AGREEMENT BEING RENEWABLE FOR
TWO ADDITIONAL FIVE YEAR PERIODS.
WHEREAS, the City's last contract with a bus bench provider
has expired, and there is a need to renew said contract; and
WHEREAS, proposals were received on November 21, 1989, from
three (3) firms for the work in question; and
WHEREAS, an informal committee was formed to evaluate the
proposals, consisting of two (2) members from the Office of the
City Attorney, one (1) member from the Department of General
Services Administration Division of Procurement, the City's
Minority/Women's Affairs Director, and one (1) member from the
Department of Public Works; and
WHEREAS, the committee, after careful deliberation,
determined that only one (1) of the proposals received qualifies
as responsible and responsive; and
WHEREAS, the Director of the Department of Public Works,
the City Manager, and the evaluating committee, after evaluation
of the proposals received, recommend that the City enter into an
Agreement with Miami Bus Bench Joint Venture, d/b/a Bus Bench
Company, to manufacture, install and maintain approximately
1,500 bus benches city wide, and to sell advertising upon
approximately 1,00U of said bus benches;
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CITY COMMISSION
1VIEEx1140 OF
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N 0 W T!9i_f?4 F ()fi(_, f I TT Rl S()1.Vf_D Y 11i[:: T14
CITY OF riIAf-1I, FL0R11)A:
Section I. The Ci ty Manager i s hereby aiit:horized to enter.
into an agreement, in substantially the attached fora, with
Miami Sus Bench Joint Venture, d / b / a Bus Bench Company, to
manufacture, install and maintain approximately 1,500 bus
benches city-wide, and to seI'I advertising upon approximately
1,000 of said bus benches, with an estimated revenue of $62.10
per bus bench per year, plus 1% of gross receipts, for the first
five years of this contract.
Section 2. After expiration of the first five years of
this agreement, this agreement may be renewed for two additional
five year periods, at no less than the revenue indicated in the
proposal submitted by Miami Bus Bench Joint Venture to the City
of Miami on November 21, 1989.
Section 3. Resolution No. 90-202, adopted on March 8,
1990, is hereby rescinded in its entirety.
Section 4. This Resolution shall become effective
immediately upon adoption.
PASSED AND ADOPTED this 22rid day of March 1990.
ATTE
MATT HIRAI, CITY CLERK
S U B M I TTEQ-_&.Y_•
r
S A RIPORTAR,D.;�.E,
' DIRECTOR OF PUBLIC WORKS
LLGI.SLAT E REVIEW;'
CHEF ASSISTANT CITY ATTORNEY
e
XAVIER L.31WREZ
M A Y 0 R
APPROVED AS TO FORM
AND CORRECTNESS:
N
CITY ATT04'IFY
2 , , 6
gm
nE-
CITY OF MIAMI
BUS BENCH CONTRACT
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CONTRACTN
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THIS CONTRACT is made and entered into this clay of
_f 1989, by and between THE CITY OF MTAMT, a
municipal corporation orl3anized and existing under the Yaws of
the State of Florida (her(-inat'ter referred to as the "City"), and
a corparation/a
partnership ( as applicable) authorized to do business In the
State of Florida (tne "Company").
-NOW, THEmet-we, 1N CONS11)EHATION OF THE PROMISES AND OF THE
MITTUAL COVENANTS AND UNDERTAKTNGS HEXXINAFTr,K CONTAINED BY THE
PARTTES HERETO, TU HE OBSERVED AND PERFORMED, AND ATIIER GOOD AND
VALUABLE CONSIDERATION, Tift NAHTIES HhHh;'TO DO HIND Z'HEMSE:LYFS
LUEMEBY AND Ae;Nh.E AS FOLLOWS, TO WIT;
"Section t. The CITY OF MIAMI, herein referred to ar3 the
'CITY' grants to hereinafter referred
to A'S the 'COMPANY" the right to install bus benches and/or bus
shelters approved by the CITY at bus stops identified by the CITY
as requtring bus benches and/or bus anelters for the convenience
of the traveling public, subject to the provisions hereof, and
further subject to the provisions of all sections of Article 111,
'Bus Benches' , at' Chapter 511, 'Streets and Sidewalks' , of the
Cade of the City of Miami, Florida, as well as the provisions of
all applicable state statutes. Thies contract shall commence can
and expire on
"Section 7. Bus benches acid/or bus Shelterm shalt be placed
at all legal bus stops as designated by MTA (Metropolitan 'UransIt
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Authority) subject to the CITY's criter-1 a and re:quirement:4 for
the location of bus reneties and/or aheltern within the public
rights -of -way. Bus benchou and/or bus shelters will be removed
by the COMPANY upon being notified thaL they do not meet the
CITY's criteria and requlremonLa. .The COMPANY will pAy to the
CITY an annual fee as specified herein for the life of this
contract or as long as such taus bench and/or bue shelter remains
in such location; provided thaL no ree.s paid• to the CITY pursuant
to this agreement shall be refunded in the event that (a) the
permission to allow the bus bench and/or bus atlelter to remain at
its location is revolted or (b) the COMPANY voluntarily removes
any bus bench and/or bus shelter main An approved location.
"Section 3. The COMPANY will. corrLlnuuurtly comply with all
provisions of redprHi law concerning the regulation of the herein
subject matter Including, buL not limited Lo, Dade County
Urdinanee No. 62-40 and Ordinance Nu. 63-16, as the same may be
amended from time to time, and which are nvw codified an part of
Chapter 3. Sections 3-1 through 3-12 or the Dade County Code
which includes the special provisions Involving rights -of -way
designated a3 Federal Aid Projects as determined by the Florida
Department of Transportation.
"Section 4. The COMPANY agrees that adver•Lising mcssages
will only be earrled on bus benches and/or bus shelters located
on public rights -of -why or public easements abutting property
zoned C-1, C--1A, C"-2A, C-41 C-1IA, C-.5, I -It 1-2, W-I and along 4-
lane arterials abutting property zur►ed voNidential except for A-
1e A-1Av R-19 and R-2 dr•eaa, huwtc vcr, such locations shall not
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include CITY public property or property used by the CITY for
public purposes. No advertising shall be allowed on bus benches
and/or bus shelters located on any street or sidewalk area abuto
any property owners or, utilizea for municipal or public purposes.
"section 5. The COMPANY agrees that no bus bench and/or bus
shn1ter at the proposed site or location will tend to
unreasonably obstruct passage along any public rights-ot'-way or,
create :an undue hazard or is otherwise detrimental to ,public
renrety. Tne COMPANY will, upon being given permission to use
abutting private property, as an alternate location to placing
the bus bench and/or bus shelter in the public right-of-way,
secure written permission from the at'fected prop'erty owner, and
submit such written evidence of having gained permission to
Install the bus bench and/or bus shelter on private property
adjacent to the public right -of -stay prior to the CITY'S approval
for' the location of such taus bench and/or bus shelter.
"Section b. For all bus bench and/or bus shelter locations
designated by the t ITI, the said COMPANY will pay to the CITY a
sum as hereinafter provided each year during the life of this
contract. No bus bench and/or bus shelter shall be installed at
a IocRtion designated and identified as a satisfactory location
by the CITY until and unless such bus bench and/or bury shelter
:shall have been first approved by the CITY.
"Section 7. Uctafled plans and specifications of each
existing and/or proposed bench aced/or shelter shall be supplied
by the COMPANY of said plans and sAecifications anall be made at
COMPANY expense if such modification is required by the city.
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(Code 1967, 54-42; Ord. No. 9843, 1, 9-111-T8; Ord. No. 91909 1,
10-30-80)
"Section 8. The term of agreement for benches and Mhelters
xhaiL be - five (5) years from the date or the agreement subject to
two (2) periods of renewal or five: (5) years each." (Cock 1967,
511-1111; Ord. No. 6843r 1, 9-14-T8; Ord. No. 10402, 1, 3-24-88)
1. GRANT OF RIGHT. The City hereby grants to the Company
for the term hereinafter. deserI bed thy: exclusive right to
construct, erect, install, repair and maintain benches at burs
stop locations throughout the City, subject to the City Manager
and the Company mutually agreoinp to each said location. For
purposes of' this agreement, the City Manager shall melin they C.hicf
Executive Administrator of the City and/or his authorized
designee to act on his behalf. The: right is intended to include
both existing bus stop locations and tlruse created by the City or
by the Metro Dade Tran.nportation Adminititration within the
corporate limits of the City at, all land awned by the City
anywhere Within Dade County, Florida, at any time during the
terra hereof. Moreover, such right Shall pertain to and include
all bus stop locations within the C1Ly, whether on land owned or
leased by the City, on land over wh1uh tliey City has obtained
*Such terms contained herein as are prescribed by Chapter
54, Article I2I, City Code (Plus Betivhers) , Bather applicable lawns,
the R.F.P. and such other terms as the City Manager bh tll. lnrsist
upon a firm; Non -Material ierai:s may be riegutiated with the
succeasful Proposer.
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ownership or easement or use rights, or at other locations
approved by law. however, Where the right to install benches is
governed by County, State or Federal regulations with reference
to right-oi'-way considerations outside the jurisdiction of the
City, the Company shall be solely responsible' for obtaining any
and .11.1 permits, clearances and approvals required for placement
of benches at such locations other than locations on a state
road, in Which event the City by law shall be the responsible
party, provided the Company pays the costs of obtaining such
clearances.
2. BUS BENCH FEES PAYABLE TO CT'rY. In consideration of the
right granted for the use of.City property, the use of the
sidewalks, and other specific property uHas allowed by the City,
the Company shall pay to the City, a bus bench fee as provided in
Section 9 during, the term (including the two renewal periods) of
this Contract.
3. DUTIES AND OBLIGATIONS O.F.-THE COMPANY. The Company
shall comply with all terms and conditions of this Contract and
will undertake each or' the following at its sole expense with
respect to the placement of benches at various bus top locations
throughout the City of Miami:
(A) TECIINTCAL CODES
'rn lnarall viinh hannhne In nnnformanao with tho SoUth
Florida nuildi.ng Code, City of Miami Code, and other
applicable techn:cal cedes and to unea the types of
materials and in accordance with the plans and
specifications set forth in Schedule. 1 attached hereto
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and made a part thereof - .1chedula 1 may be amended by
trio Company from time to time, subject to the prior
written authorization and concurrence or the •City
Manager or the Director of the DepArtmcnL of Public
Works.
(B) INSPECTION
To inspect, clean, repair and otherwise maintain the
benches every two weeke. Failure to maintain Fa bench
may result in the CiLy taking; rac:Llun to maintain the bus
benches and/or cancel the cariLract and/or charge the
Company for verified rxpensrs.
(C) INSURANCE
To obtain and keep In force during the term hereof a
policy of public liability insurance naming the C,ompnny
as the insured and the City as an additional insured,
providing said parties with lnsurance against public
liability of all kinds in curineeLion with the benches in
question In the amount of One Hill Ion Dollars
($11000,000). The Company w1.11 provide the City
Insurance Manager with certificate(a) of such insurance
and Including any material modiflcation..i rencwtils,
addendums and riders to such policies, all of wtlich
shall be subject to the review, cuumient and concurrence
of the Citys' Insurance Manager.
Prier to the Installation of bus benches, the Company
Shrill provide original certifie:aLets or insurance: to the.
Ci ty's Insurmric:e Mur►agNr and evidence that payment his
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been duly made. The ClLy's I11sur•ance Manager will have
the right to prior revision. and approval of all
policies. The Company will obtain any other insurance
coverages not expressly provided for herein which in the
professional discretion o.f the City's insurance manager
are prudently required. The company shall provide the
City Insurance Manager with ten days prior notice of any
material modification, lapse, or change of insurance:
c0veraV;e. All insurance shall he issued by companies
authorized to do business in Florida and rated A, Class
V or better per A.M. Bests Key mating Guide, latest
edition, unless otherwise approved by the City's
Insurance Manager. The insurance mentioned herein shall
be kept in operative force and effect throughout the
term of this Contract, as it may be extended, and shall
not he allowed to lapse or be materially, mods n ed.
(D) ADVERTISING
(Any time hereinafter that the words City is used,
unless otherwise stated, that word shall be construed
to mean the city acting by and through its City Manager
grin/or Public Works Director.)
To solicit and obtain suitable advertising clients who
desire to advertise products or mervices through signa
on the benches in question. The City Manager, and the
Director of Pubs-ic works shall have a right to require
the Company to remove any advertising Material that it
relieves to be offensive, not suitable or in such. a
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state of Qisrepalr as to he aenthe tletrlly orfensive to
the City, provided that the Company shall have a right,
to sub;stit,ute other advertising r aterial which is not
offensive to the City Manager and/or Puglia Works
Director. The City Adtain1bLr•aLury shall exercise
judgment in a reasonable manrtrr. Vie Company sha11 have
forty-oleht (48) hours after receipt of a written demand
.from the City Manaecr or Public Works Director- to remove
such offensive adver-LicsitIV material.
In the event of a dispute as to the reasonableness or
the Ci ty' s demand(s) , the Company shall promptly follow
such demand while the dispute is beinK re301ved.
Furthermore, in the event that the Corapdny shall have
Called to remove the objectionable advertising within
said forty --eight (48) hour period, the City sttdll have
an absolute right to Cause such advertitsement to be
removed, and/or to cancel, the contract and the City
shall not be r•espunsit.le r(je any damages in connection
thcrowith.
(E) SURFACE RESTORATION AND LANDSCAPING
A : l
The tithp, tq shall repair or replace all structures or
ract,lit'le:s on public or private property, which may have
�t
breon damaged durinLr the installektion operrtiLiun. The
Cumprany further„ agrees to repair or replace public or
private property in & manner acceptable to the Direc:Lur-
of Public Works. All repairs and replac,•emenLs shall
incorporate macteriailrs And methods simll.rar to those used
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in the original structure, unless otherwise specified.
4. 2NUF.MNIFICATION. The Company shall defend, indemnify
and save the City, its officials and employees harmless from and
agalmmt any and all claims, liabilities, losses, actions,
damages, and causes or action including interest, costs, damages
and rea:ionable attorney's fees, arid will on account of and can
behalf of the City its of."iclals and employees defend any and all
claims, actions, demands, and suits, which may arise out of
Company's activities under this contract, whether in contract or
In tort, in law or in equity, including all' other acts or
omiasions to act on the part of the Company, including any person
acting or° on the Company's behalf'.
The successful company shall further indemnify, hold harmless and
defend the City and its officials in the same manner required
herein for any protpst,s, claims, actions, suits or proceedings
arising or accruing by virtue of the City selecting the Company
as the successful proposer.
The Company shall pay all claims and losses of any nature
whatsoever in connection with its activities, operations and uses
under this Contract and shall defend all suits in the name of the
City, Its officials and/or employees and shall pay all costs and
judgmPnts which may issue thereon. The limit of this indemnity
by the Company ahall be One Million Dollars ($1,000,000).
5. TNSTALLATION OF BENCHES. Unless agreed to in writing by
the City l!anager% or the Director of the Department of Public
Wark:40 they Company agrees to install no more, than one thousand
Vive hundred (1,500) tenches during the first five (5) year term
Ii
FE30-me—spe oarY! Its "OG R 0S
of this Contract. A minimum of 100 bunches will be installed
monthly during the first year period Lhis agreement is in
operative. force and effect arid shall reranin in place for the
duration of the agreement. The Company agrees to install during,
Lhe first two (2) year, term of this agreement a minimum of five
hundred (500) bus henches will►vuL advertising at bus stop
locations designated by the City. The City Managur° and/or, Public
Works Director further reserves Lhe right to withhold its
approval as to the installation of benches at particular
locations, and if the City shorild deLe:rmine in its 301C
discretion, that the proposed loc:Rtionn are and ultable, then the
parties shall mutually agree upon an alyer-native locations) and
the Company shall Install bus bericheu dL :such location(*). The
City shall be deemed to have uppr•uvt!d the locations for bus
benches if ,; thp'- City does not dltRppruve, in writing, ouch
locations with n 45 Mays of City's receipt of Company's written
declaratiorrloif much locations. Nothing contained in this Section
tn
5 or in any other provisions of this Contract shall be construed
so as to require the Company to construct and install more than
one thousand five hundred (1,500) henchus in the City during the
tern; hereof . The approved bus bench lviceLlutis shall be at Metro
Dade Transportation Administration and/or City -authorized bus
stops.
All bus benchen installed during the term of the Contract
and any extension :shall be in3talled hr►d waLntained in accordance
with the requiremekt of the South FI oridaj Building Code Lice City
Code and Charter, and other applicable: laws grid technicalcodes,
90-0226
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and shall remain in plane for Lhe duration of the agreement, as
It mAy be extended by the two renewal options of five (5) years
each.
6. CONTINUING; MAINTXNANCE OBLIGATION O The Company shall
maintain all the benches which it* installs in goad repair. The
Company small clean six (6) feet away from each side of the bench
all trash and debris within the public right-of-way including
® curb and gutter. Said trash and debris ahall be removed every
two weeks from the public right-ot'-way unless conditions warrant
-= more frequent cleaning. Further, the Company sha11 be
responsible for the eieaning, repairing, or replacement of all
taus bench parts, including, aavertising, signs, placed upon the
. benches. However, the Company shall not be responsible for the
maintenance or repair of any sidewalks, walkways or curbs on
which the beneftes are resting, unless such sidewalks, walkways,
or curbs shall have been damaged through the acts or omission of
the Company, its aRents, servants, subcontractors, or employers.
In the event a bench Is not maintains- in good repair and in
clean condition as determined by the City Manager or the Director
of the Department of Public works, the City ;hall so notify the
Company, If the conditions is not corrected to the City's
satisfaction within five (5) working days after the date of
i
notice, the City shall have the right and privilege to remove
said bench and charge the company for the costs of such removal
_=- (inclusive of personnel expense, labor and material) and/or
assess a $Sd.Ob-per-clay default fee as a liquidated damage and
not as a penalty, starting on the 6th day until the condition is
corrected.
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7. HIGHT OF COMPANY TO 1PFM,)t'T INDIV1DUAL BENCIM.S. Except
as provjded for in this Section, the Company shall not remove any
bAnches installed at a bus atop locRtion during the term of thin
Contract without first having, obtained written conaent of the
Department of Public Works. It In agreed, howovcr, that the
Company shall have the right to remove individual beaches (after
tart (10) days written notice to ttie City and failing to receive
:tn oD jection from City withl n auctt Lvri days) without seeking
prior approval,.from the City in the event that such benche-a have
been subjected'ib "chronic vandalism." For purposes hereof, the
.1.r
Phrase "chronial vandalism" ariall be defined as datnages inflicted
on a fregdcnt.-basis to an individual shelter during any twelve
(12) consecutive thonth period which require expendituren in the
immeeiiate precedjng twelve (12) month period for replacements and
repair that exceed.$500 for Lhat bench.
R. RFLOCATTON OF BENCttFS. In Lite event of a change in bus
stop or other transportation system dealgnations,- changes in
r
street de�siKn or rights -of -way, changes the City Manager or the
Director of the DepartmFnt of Public: Wurkm deem necesfiavy for the
public health, safety, welfare artd convenience, or changes in
w
demoeratphics which materially affe ui. Lite pedestrian and vehicular
traffic flow at or near bencheca a:stabliahcd in connection
herewithy the Coraparfy' at the. CIty's written request, shall
r.
relocate a designated bench to another locdtlutt meatually agreed
to by the City and the Company. The expencte In connection with
such relocation shall be borne: by the: Cumpat7y, and the: Company
shall set expeditiously (not to exceed orte° (t) mcrtith) in order to
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relocate ouch benches, and in the event that a change of street
design or right-o1'-way location shall require the relocation of a
bench, the Company shall coordinate its work with the contractors
or other personnel peri'Qrminq labor in connection with the change
of street design or right-of-way location in order to accomplish
the rclocati.on expenitiously and without interference to the work
in connection with the relocation of streets or right -cif -gray.
g. PAYMENT OF FEES, All monies to be paid to the City of
Miami in the form of tees shall be paid in the following manner:
A. For each bench installed the Company will pay the
t
following guaranteed fees to the City; (excluding 500 benches
provided at City request without advertising).
Year
i thru 5 _.__.._ T'cr unit per year plus C+) 1 (onc) )o Percent of
gross receipts.
U�tian_ Years
6 thru 10 $ per unit per year plus (+) 1 (one) percent of
gross receipts.
T1 thru 15 $___per unit per year plus (*) 1 (one) x percent of
-� gross receipts.
Note; Per unit fee will be for benches which are available foA
advertising.
All. payments to the City will be made by the 25th day of
each mons,h, including one twelt'th of the minimum annual
fee and the percent M of the gross receipts payable to
the City in the preceding month. "Gross Receipts" is
herein defined to mean all moneys, whether in cash or by
j
M:Xt-20—'90.- MtED t 6 a 07 P - O --
check r Credit CHrd r riuLe or, any other means of payment
recelvedt or due and payabler from any person or business
entity from the sale or Approval, pertnd.ssion or allowance of
i1.
adverr.i nches allowed by virtue of this
4ri�t` on bus be
a(rreeo;�n't :Inclusive of commissiur,s, interest, llte charges
and A-trgllAir±.L? Chargers and excludici g, only, taxes imposed by
18Yr
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9. i PAYMENT.
All payments to the City will be made in ativance of the
r date � the installation of said bench. Thl.i elate is
a r,tsive:r�`�ry ?
defined -.as the date the baneh is indtnlled.
3�. Al payments shall he promptly subttsiLted to the
City of mi.ami Firkrrice Director c/o Treasury Matse►gemnnt Division,
3306 Aviationn �e.nueq Miami, Florida 33133, with co}pies to
Departmetlt of Pttplic Works and nhall de:slgrtatLe U11s Contract asld
the pArticulars cif the payment.
�s
- Thy Company Shull submit to the City with each
anriivera�ry paym it a list of bench locations.
And; unpaid balative: of fees ;sot paid when due shall
beau anrinterest h,arge of eighteen (i8�) percent per• annum until
Y
paid. if the City ttsusL br•trsK kin a Liun to recover unpaid fees it
shall hA entitle to collect a reasonable attorneys fee.
frior to le execution hereof, the Coinpdny has paid to the
City a rsecurity eposit in the amount of Five Thuumasid Dollars
($5,0001 as aga nst its full and faithful performance; of the.
terms hsrredf. .=
The City shall nold the security deposit of Five: Thousand
Dollars($5,000) in escrow, provided that, at the City,s
di 3cretion, y
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It may rnvcst such ruvriey in tin interest -bearing account and it
may commingle such a onles with other funds of the City. Any
lnterest earned on such funds shall be the property of the City '
and the Company waives any and all clRims thereto. Jr at any
time during the term hereof' the'Company shall fail to make any
payments required and hereunder allow the del'ault to continue to
exist for a period af' thirty (30) days after notice of the
existence of such default, the City shall have the absolute right
to liquidate such security deposit, cancel the contract which
8hai1, at the passage of said thirty (30) days be terminaLed,
null and void and that such action shall not be deemed exclusive
as to any other reatedies which the City may have hereunder or,
According to law. The security deposit, exclusive of interest,
will be returned at 90 days following, the conclusion of the
Contract if all terms of the Contract are satisfied, providing,
however, that the City will be entitled to retain the security
deposit for a period of ninety (90) days following the conclusion
or cancellation of the Contract and apply such monies to any
consideration Found to be due to the City under the terms of the
Contract.
10. C OMMUNVI'Y SERVICE. The Company shall provide
advertising panels rar legitimate public service messages on up
to 10% of the bus benches in locations to be determined by the
CZty Manager or the Director o!' the Department of Public Works
provided that no paying customar he removed from an advertising
parcel that the City Manager or the Director of the Department; of
Public Works wants to utilize ('or public service unless the
Company is unable to provide a suitable alternative location.
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Tne •company shall not be responsible for paying for public
service message materials. The Company, trowever, will Inata31 at
no cost to the City, Buell public service adverrtiaements.
11. TERM OF THE CONTRACT. This Contract shall became
effective upon execution by the parties heveto and shall remain
in full "farce and effect for a period or rive (5) years and may
De renewed for too (2) additional five (5) year periods, if the
Company is not in�Vefault, as such term is defined in Section 13
of this Contract. The company will . request such renewal, in
writing, at least 90 days prier to the expiration of the
preceding terra by furnishing a wr l.LLen request to the City
Manager. The City maflager• will respond in 30 days to the request
for renewal and will not unreasonably withhold his consent to
such rerie'wal (si unless the company is Ir) derault in which case
the City Manager in his sole diservLiurt, may refuse the renewal.
In the event that the Company doea wish to renew this
Contract for an 'additional renewal period, then Company -shall
notify the City Manager, in writing, of Ute name more than ninety
(90) days before the expi-
ration of the then presenL terra. If the
Company fails to no notify the City Manager within Lhe prescribed
time period, it waives all right to renewals and in such case the
contract will expire, lapse and card with that term. The contract
s 1f rennwed, will be upon substantially the acme terms and
conditions as are here in contained for the additional f1v'e (5)
year renewal periods, as limited by Section 54--59, City Code.
12.. TKhMlNA*rIOH RIGHT OF CTTY. Notwithstanding anyLhing
contained elsewhere herein, the City by and thruuKh its City
W 16 9 0 2 2�
13
-
=eenr.Anseeru� .�..nwssa.r w.e+•ner�-,��m�--,..-.-n--�: ��..
1-0
WMR---20—ss{a Wen 116 : �53
P . I a
Manager shall have the unilateral right Lu cancel and terminate
this Contract in the event that the Company becomes insolvent or,
if the Company commits an act of bankruptcy, makes a general
assignment for the benefit of creditors, or if there is !'sled by
or against the Company a voluntary or involuntary petition to
bankruptcy or for the appointment of a receiver, or if there
commences proceedings under any law relating to bankruptcy,
insolvency, reorganization, or relief' l'or the Company's relief or
r for composition, extension, arrangement or adjustment of any
Company's obligations and which proceedings are not withdrawn or
dismissed within ninety (90) days after commencement or if the
Company dissolvcs itself', or assigns, sells or transfers this
Contract or any interest there in any portion thereof' without the
City Commission's prior approval and consent as more specifically
described herein. A sale or other transfer of a majority of the
company's stock or partnership shares (as applicable) is an
assignment t'or purposes of this Section. In any such event, the
Company shall have the absolute right and responsibility to
remove the existing benches located within the City pursuant to
the provisions of Section 3(F) hereof.
13. TF.HM.I NATION FOH CAUSE. Subject to the force ma jeure
provision set forth herein, the City Manager may terminate or
cancel thIs contact, if tnere Is a Material Default by the
Company. For purposes of this Contract, a Material Default shall
be any monetary default not cured by the Company within fifteen
(15) dayu of receipt or notice from the City and any non -monetary
det'ault, including, Without limitation, failure to comply with
2
0
19--mv--2 a-9O wen 146 a 0T
R . to
any stipulation, condition or commitment by the Company under
this contract, and/or assignment or sale of this contract without
City Commission approval, not cured by the Company within thirty
(30) drays of receipt of notice from the City unless such default
is attributable to an event of force majeure or unless it is not
reasonably possible for the Company to cure the default within
thirty (30) days of reveipL of notice of such default, in which
care the Company shall have such amount of time as iy reasonably
necessary to cure such default: provSded, however, that such time
shall be as stated in writing by the City Metuager and shall not
exceed ninety (!)0) da.y,s . If the default iK not cured within
thirty (30) days of the Citys' default naLlce (or ninety (90)
days if the CiLy Manager grants an exLension), the Contract,
shall be automatically cancelled and terminated at such time.
Neither party shall be obligated to per -form and neither shall be
deemed to bp in Material Default here:ur►eler it performance of a
non -monetary obligation is prevented by Lhe occurrence of any of
the following (herein called "rorce- majeure or event of force
majeure") acts or God, strikes, lockouts, other industrial
disturbances, acts of the public enemy, lawn, rules and
regulations of applicable governmental bodies, gars or warlike
action (whether actual, impending, or expected and whether tie
jury: or de factor) p arrest or other reestraint of government
(civil or military), bluckadest insurrections, riota, epidemica,
lftndslide5, lightning, earttjyudke:s, tires hurricanes, storms,
floods, washouts, civil diaturbance,s, explumlons, nuclear
reaction or radiation, radioactive; contamination, or any other
W 6
PER--2s--90 WED 1 e. :34
P . 1 3
causes, whether for the kind herein enumerated or otherwise,
that are not reasonably Within the control of the party
claiming the right to delay performance on account of such
occurrence. The termination of this Contract may become
effective, at the discretion of the City, thirty (30) days from
the required date, an more specifically described herein, for the
default to be cured.
14. ASSIGNMENT. This Contract Shall not be assigned or sold
without the prior, written consent of the City Commission, which
consent shall not be unreasonably withheld. A sale of 51% or
more of the shares of corporate common stocks or partnership
sharer ns 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; their work and services ender this agreement.
15. OATAINING NECESSARY AFFHOdALS. The CoMpany shall obtain
any and all necessary City, County, State or Federal approvals of
licenses or permits of any kind that eight be required as a
condition of installing; the proposed benches at bun stop
locations within the City. Pr"ovideap howrever, the City shall
obtain any and all necessary County, State or Federal approvals
of licenses or permits of any kind that might be required as in
condition of installing the proposed beaches at bus stop
locations on State roads. The cost of obtaining any such permits
or licenses shall be borne by the Company, including a one: (1)
time fifteen dollar (Ari) inspection fee per bench.
- 1 - 90
La
VMS-20—se WE:n l6 : Yc-;k
P . 0 2
16. CONFLICT OF INTERnn7. nu umany 1a aware or the.
conflict of Sr►Le^r,ust laws of the City of Miami (Miami laity, Code
ChryLer t, Arv..Lvle° v), ,Jane county, riorida koade County Code,
Section 2-1 1. 1) and the Florida Stntutes, and agrees that they
will fully comply in all respects with the terms of saki laws.
The Company covenants that, no person under the City1m employ
who presently exercises any funcLIons or responsibiiities in
connection WIL11 Lhis Contract has any personal financial
interests, direcL or indirect, In this Contract. The Company
further covenants Lhat, In the performance of this Contract, no
perzon having suet► confllctinp, interest shall be employed. Any
such interests on Lhe part of the Company or its employees must
be disclosed in wrlLing to the City. The Company, in the
performance of Lt:is Contract, shall be subject to the more
restrictive law and/ur guidelines regarding conflict of interest
promulgated by federal, ,state or local governmont.
17. INDEPENDENT CONTRACTOR. The Company and its employees
and agent:a shall be deemed to be an Independent contractor, arid
not an agent or employee or the CILy, and shall not attain ,Any
rights or beaeflLss under the Civ1I Service or Pension Ordinance
of the City, or dny rights generally afforded class1fled or
unclassified eu,playees; further, the Company's employees and
agents shall r►uL be deemed entitled to Florida Worker's
Compenar►tiun beneflLs ds employee n of the City.
18. AWARD OF CONTRACT. The Company warrants that they have
not employed ur° r•eLair►e d any company or persons to solicit r;r
secure this Contract and that they have not offered to pay, paid
FMR-2e—se wets X eo : 316
P . f is
or agreed to pay any per -sun or company any fees commission,
percentage, brokerage foe or ,gifts or any kind contingent upon or
resulting from the award of this Contract.
19. AUDIT RIGHTS. The CITY reserves the right to audit the
records of the Company at any time during the performance or' this
Contract and for a period of two years after final payment is
made under this Contract. The company shall maintain Its, books
and records relative to this contract situated with Dade County
and have such books and records available for auditing,,
inspection, and review by the City or its' representatives.
20. SUCCESSORS AND ASSIUNS. This Contract shall he binding
upon the parties herein, their heirs, executors, legal
representatives, successors and authorized assigns.
21. N0TTCFS. Any and all notices required under this
Contract shalt be deemed to have been given when placed in the
United Staten mail, certified, return receipt requested,
addresmed as followa:
FOR CITY: Director, Department or Public Works
275 N. W. i Street
Mlaml, Florida. 33128
cc: City Manager
3500 Pan American Drive
Miami, Florida 33133
FOR COMPANY:
or to such ether addressee, as the parties may, In writing,
designate from to time.
?2. ENTIRE cowrHACT; INCOPPORATIQN BY REFFRENCE OF" RFP.
This Contract, and the XF11 for City Wide hub clenches, and the
226
WE" 116:20
F3' . 0 3
Company's response thereto, Are all deemed as being expressly
incorporated
by
reference in
this agreement as if set forth in
full herein,
Raid
contain all
the terms and conditions agreed upon
by the parties hereto, and no other document or contract, oral or
otherwise, regarding Lhe subject matter shall be deemed to exist
to bind either of the parties hereto. Moreoverp this tontract
may not be modified or• amerce, ed except by a writing signed by both
parties. Any and all u,udiflcations shall require the prior
written approval of ttie City Manager, for the City.
23.
GOVERNING
I.AW. The
parties
hereto agree
that
this
Contract
oliall be
construed and
enforced
according to
the
law of
the State: of Florida, and venue shall by in the City Of Miami,
Dade County, Florida.
24. COMPLIANCE WITH LAWS. The Company in its operations
hereunder ahal:l nomply with the City of Miami Charter and Code of
ordinaric;e,s, including without limitation, Chapter 540 Article 11L
of uie City Code, the Zoning Ordinance, the South Florida
Bctildleig Cudu, The Dade CauRty Codc. ;,naoPar ea IL io a,rr.lL Qt%L,1c
and all other applicable: eoden or laws, as. they may be amended
from time to time.
25. PFRFORMANCE AND PAYMENT AONI). A peri'ormance and payment
Lo.,.I sell L%, . %..y,Al, us its Lim mi„lauuu, au,vu„s. ur rsvc:
Thuusand Dollars ($25,000) in nubotantiQlly the same Yorm pis set
f+ur•Lh in Section 255.05, Florida Statutes, subject to the
approval of tho City ALLor-fley do to ft�Yee, u�t`l�ri�scin L1ze
svecessrui (:tCvutL s full, faithrul and punctual performance of all
ter,r,a anti vu!tdiLions or the Contract, including its duty to make
90-0226
FEA-29—se wen 16: 37 P. 17
payments to the City and to eo►npl.y with all provisions of the
Contract documents. This bond must be posted within thirty (30)
days of execution of the Contract and remain in effect for the
entire contractual period (including any renewals).
26. OWNERSHIP OF BENCHES. The bus benches shall remain the
sole property of the Company and must be removed within sixty
(60) days of termination by the Company of this Contract and the
Company shall restore the property upon which the bus benches
were located to their original condition (as such conditions
existed at the commencement of this Contract) or to the
satisfaction of the Department of Public Works. At the end of
this Contract, the Company shall no longer possess the rights to
maintain, operate or install bus shelters on City -owned land.
27. i.IQUIDATF.D DAMAGFS. The Company shall pay to the City
$2.50.00 per day in liquidated damages t'or any non -monetary
Material Default not cured within the required time frame set
forth in Section 13 of this Contract. This liquidated damagr,s
ma
provision shall not apply to the Company's t'ailure to pay fees as
required by Section 9 hereunder. The liquidated damages shall
accrue and be payable on a per diem basis until the Material
Default is corrected. The imposition of liquidated damages is
based on the inability of the parties to ascertain the losses the
City will suffer because or this non -monetary breach.
28. HINOxxTY PARTICIPATION. The Company must havu a
.._.........
MAR- 2 -- 9 i0 T H U 30: 02
P . 03
comInined thirty—three p-Preent (33%) minority (black, hiopanie,
women) involvement in they installation, maiintenaneat and oalca of
advertisitil for the bus berteches.
29. ATfORNEY'S FFFS. ThQ City shall be entitled in any
litigation arising from the Contract shall be entitled to
reasonable attorneys' fees and costs. Tf ttie City must institute
a collection action to recover any unpaid fees arising under this
contract the City shall he entitled to recover a reasonable
attorneys' fee from the Company.
30, AFFIRMATION BY COMPANY. Tate Company affirms that
it meets all requirements of this RFP including, without
limitation that the Company, or its' Cor-Vor•atc President or vice
President; or it' a partnership, ito' managing general partner
have at least two (2) years prior experience in the
manufacturing, installation, and maintenance: of bus benches and
sale:a or advertising thereon.
31. WAIVFH ter• JURY TRIAL. To the extent allowed by law
the parties waive their right to Jury trim. for- any claims or
actions between them arising out of thin contract.
IN WITNESS WHF.FF.Oles Lhet parties hereto have executed this
contract on the dater and year f ir•sL above mentioned and have
agreed to bound hereby.
CITY OF MIAMI, FLORIDA
By
Vassar .— - anager "
Attest
Ratty i� i✓tax, tY_ erg:
24
(DIES-MG-Spo WED Irm. *:9(3
(spat)
Approved an to form and
Correctness:
Jorgef--' -KiWdP- -'-
*L7 . LT�'F .7,
City Attorney
Approved as to Departmental
U-irector
Department of Public Works
R . 2 FR
Bus RENCH COMPANY (NAMR)
President
Attest CorporateSFE-retT aF--
Approved as to Insurance
Requirements:
By
Segundo
Insurance Manager
- 25 -
90-0226
3 C)
SCHEDULE 1
THCHNICAL SPHCIFXCATION
The successful bidder .hall provide bus benches in accordance
With the descriptions and spAnifinations contained herein:
1. Standards
The benches shall meet all applicable provisions of the
South Florida Hui lding' Code, City of Miami 'honing
Ordinance, ChartAr and Code.
2. Pus Bench Construction
A. The bus bench shall not he more than forty-two (42)
inches high, or more than two (2) feet six (6) inches+
widc, or more than seven (7) feet long, vinlrss the City
Manager expressly authorizc a deviation from these
requiremente.
B. All bench ends shall he mAdea of steel reinforced
2000 pound test concrete and weight 18.9 pounds each or,
metal.
C. All bench hark copy space shall not overhang the
bench ends by more than six inches and be two fret high.
Advertising copy is punted directly on exterior plywood
bxekrlest .
D. Seat Boards arc? of ?x11 select fir and shall not
overhang the' hunch ends by more than six (6) inches, with
eased edges. They are finishers with three coats of the
finest synthetics availahl►+.
E. No benches shall he placed so that the angle of its
long dimension in rAlation to the curbing. shall he
greater than thirty'(30) degrees.
F. All bus benches plAnnd on sidewalks shall leave at
loast two and one-half (2 1/2) feet of clearance for
pe3de4trian traffic.
G. All benches shall be planed on Level, stable ground
or concrete slabs.
These ter-lhnic8l specifications are hereby made a part of thin
contract. They are dimensional and material guidelines to he
adhered to. the City reserver the sole right to evaluate and
either accept or runet any proposed deviation or alteration to
these specifiestinns. Then approval of any and all substitutions
o�
Shall be at the sole discratinn of the City.
63 01 CtH1 04F_tt
C
a
H
CITY OF MIA,MI, 171-0,11DA
INTER -OFFICE MEMOnANDUM
"o iionorn.ble Mayor and Members
of the City Commi-eozon
Y
FROM
CPSAr H. Od1 o
City ManA(,er ,
RFC0MMMATTON
DATE
MAR i 4 i�"
sUa,tLI Resolu.t1011
Agreement -
Benchee
Autiic)r1 1ng
Citywide 1311:3
It is re:31)ectful.ly recommended that the City Commi.snion adopt the-
attAchcd resolution rescinding Resolution No. 90-202., authorizing
the City Manager to execute an agreement, in Substantially the form
RttKchcd, between the City of Miami and Miami Bus Bunch Joint
Venture, d/b/a Bun Bench Company, for professional serviQee in
connection with the manufacturing, installation and maintenance. of
approximately 1,500 bus benches city wide, and the; sale of
advert;i nemont on approximately 1,000 of said bus benches, with an
n:itim>kted revenue to the City of :662.10 per buy bunch per ycar,
pluu ip of eroas receipto.
BACKGROUND
The Department of Public Works has determined that. Resolution No.
90_202, passed in connection with the Bus Bunch agreement Kt thfl
Commission meeting of Marnh E3, 1990, does not fully comply with the
City's intent in proferring oaid agreutaunL for the operation of
citywide bun benches. It is nere.osary to make certain corrections
in order to clarify that the renewal option was to bu exercised by
the vendor.
Therefore, it is now in order for the City Corawi scion to adopt the
_ attached resolution which rescinds Resolution No. 90-202,
authorizes the Vity Manager to enter inLu an agreement, in
oubstantially the form attached, between the City of Miami and
Miami Bus bench Joint Venture, d/b/a Pius Bench Company, for the
manufacturing, installation and maintenance of upproximately 1,500
bue benches city ride, and the sale oP advertising upor►
approximately 1,000 bus benches, with an eetiataLed revenue of
$62.10 per bus bench per year , plus 1% of groos i ipt ,, for the
.firet five years. This is a renewable contract with two five-year
options, Although the prices submitted by R11 bidders were based on
a 15-yoAr period, as requested in the RFP.
Ronolutiotl attached