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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; � �V1' 3 •"t Fn YS C 1 CITY COMMISSION 1VIEEx1140 OF PAR lot 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 s- frf:B--28—'Sid WED 16 :22 CONTRACTN P . +0 6 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 10 rms-ze-se WED n fs: 04 P . rat 2 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 90-0226 BEM- 2e -90 WED 16 : 23 P.07 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. LE PKB--2e—se WED 1 6 : em P1. 0Z (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. - IQ - 0 WEP--2a-90 WED x %6 :23 P .. 09 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 W 5 - !)O-.4j226 t0 LJ FED-28--SO WED 1 6 :OmF F' . 0 •4 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 ($11000,000). The Company w1.11 provide the City Insurance Manager with certificate(a) of such insurance and Including any material modiflcation..i rencwtils, addendums and riders to such policies, all of wtlich shall be subject to the review, cuumient and concurrence of the Citys' Insurance Manager. Prier to the Installation of bus benches, the Company Shrill provide original certifie:aLets or insurance: to the. Ci ty's Insurmric:e Mur►agNr and evidence that payment his WE$--28-90 WE" 1 6 s 26 R .» O SV 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 7- 0 ?" F WD-2A--S&O NEA 16 *.OM R• - 0 Z 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 13 - 6 WED 1Ea--2T P. 10 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 r m"-29--se WEE? 2 Ea -.2SP P - 1 1 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. F'EM-ze- 41to WED 1 6 % Os ra .. 07 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 a - 12 v 7022 WEM--28--9 0 wen 1 6 S 250 P . 12 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 r: r 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 06 A Fru-20-190 WE" 1 6 2 3 1 P . 1 3 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. U WEIR ---2sa-- Sar wExD is 07 f 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