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HomeMy WebLinkAboutR-88-06780 J-88-730 7/15/88 RESOLUTION NO. A RESOLUTION AUTHORIZING THE ISSUANCE OF BID AND CONTRACT DOCUMENTS FOR THE RIGHT TO CONSTRUCT, ERECT, INSTALL, REPAIR AND MAINTAIN BUS SHELTERS AT BUS STOP LOCATION THROUGHOUT THE CITY; FURTHER AUTHORIZING THE CITY MANAGER OR HIS DESIGNEES TO NEGOTIATE A CONTRACT BETWEEN THE CITY AND THE COMPANY FOUND TO HAVE THE HIGHEST AND BEST PROPOSAL AND DIRECTING THE CITY MANAGER TO PRESENT THE NEGOTIATED AGREEMENT TO THE CITY COMMISSION FOR ITS APPROVAL. WHEREAS, bus shelters are considered esthetically pleasing and safe structures for the use of patrons of public transportation provided within the City; and WHEREAS, the Public Works Department and the City Attorney s Office have drafted and prepared hid, contract and technical specification documents setting forth the City's intended terms, provisions and conditions for the right to construct erect, install and repair bus shelters throughout the City; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The issuance of bid, contract and technical specification documents for the right and privilege to construct, erect, install, repair and maintain bus shelters at identifiable bus stop locations throughout the City is hereby authorized. Section 2. The City Manager or his duly authorized designee(s) is hereby authorized to negotiate a contract with the company who is found, by applicable City procurement methods, practices and procedures, to have submitted the highest, best, most responsible and responsive proposal for the construction, erection, installation, repair and maintenance of bus shelters at bus stop locations throughout the City. CITY COMMISSION MEETING OF JUL 21 1988 e RESOLUTION No. A8--9 `ry9 Section 3. The negotiated contract shall he presented to the City Commission for its consideration and approval. PASSM AND ADOPTED this 2� 1st day of Ju1y __. r 1988. ATTEST: MATTY HIRAI CITY CLERK PREPARED AND APPROVED BY: RAFA L E. SUAREZ-RIVAS ASSISTANT CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNESS: A I JORGEJ L. FAN DEZ CITY TTORNEY RESR:m1V:M VIER L. SUAREZ, MWPOR - 2- •1 • c1ty OP MIAMI. I•LORIDA INTER-0MCE MtMOPANDUM TO Honorable May r and Members of DATE July 15, 1988 FILE Of the City "mmission SUISAC., Bus Shelter Contract and Bid Proposal Cesar H. 0dio FgpM City Manager REFERENCES FN;.GSuRFS s3 Attached is the proposed Bus Shelter Contract, technical specifications and Bid Proposal form as per motion at City Commission meeting of July 14, 1988. This will be taken up on July 21. If this proposed R.F.P. is approved by you, the award will be made to the bidder guaranteeing the maximum revenue to the City over the five-year term of the contract. Request for bids will be advertised during August and received at the first meeting in September. t 88-678 . S3-/ r �' a RID PROPOSAL PAYMENT OF FEES. The company shall submit a minimum bid in excess of the amount in Section 54-59 in the City of Miami Charter of Ordinances as amended copies are set forth in the City Clerk's Office. In consideration of the right granted for the use of City property, the use of the sidewalks, and in exchange for other specific property uses allowed by the City, the Company shall pay to the City, a bus shelter fee generated from the sign and other visual displays placed upon the shelters by the Company during the terms of the contract which shall be executed upon acceptance of this bid by the City. All monies to be paid to the City of Miami in the form of fees and shall be paid in the following manner: (a) A fee of $ per shelter shall be paid within fifteen (15) days of the date of final inspection for each shelter, both with and without advertising. (b) In addition the company agrees to pay the City on an annual basis, on or before January 1st of each year of this cortract (as renewed) an administrative regulatory fee of S for each shelter in the previous years. This fee will automatically increase by five (5%) percent of the prior years regulatory fee for each year of the life of the contract. SS-678. . A Bid proposal Page 2 of 6 B-2940 (c) The company agrees to pay the City a fee of $ for the use of City owned bus shelters at designated bus stops in EXHIBIT A. This fee will automatically increase by five (5%) percent of the prior years fee for each year of the life of the contract. (d) Upon the first anniversary date of this contract and for each anniversary date thereafter that this contract is in effect the company shall pay percent ( %) of gross receipts for the privileges and rights granted herein. Gross receipts will be payable on a quarterly basis, for each four (4) quarters of the contract year from the previous year. The percentage of gross receipts specified above shall increase by one (1%) each year through the term of this contract (as renewed). For purposes of the fee in this contract, the first anniversary date shall be deemed as the date of complete installation, of the first twenty-five (25) shelters, and that date shall be the anniversary date thereafter for the life of the contract. 88--6'7b . A Bid Proposal Page 3 of 6 B-2940 For purposes of this agreement "Gross Receipts" is defined to mean: (i) the entire amount of the price charged by Company for display and/or advertising and/or promotions and for sales on or about its' bus shelters erected or maintained by virtue of the contract within the City of Miami whether by virtue of any sale, license, use agreement, or any other kind of agreement or arrangement of any nature (including trade discounts) (ii), all receipts from all sales, leases, licenses and orders received by the company for the use of their bus shelters which arise out of the bus shelters erected or maintained by virtue of the contract (iii) all gross receipts which are neither included in nor excluded from gross receipts or by other provisions of this lease, but without any duplication. The payment of the percentage (%) of gross receipts shal1 be accompanied by detailed financial reports of all gross receipts derived by this lease by virtue of the contract including, without limitation, financial statement for each preceding quarter, bank statements, and such other SS" 67ti . 21 Bid Proposal Page 4 of 6 B-2940 records as a Certified Public Accountant needs to examine or verify the gross receipt payments. Annual reports of gross receipts for the preceding year sha11 be submitted to the City on each anniversary date of the contract, these reports will be prepared by a certified public accountant and attested to by him stating he has examined all books, state sales and federal income tax returns of the company and that the statements are prepared in accordance with generally accepted accounting practices and represent the gross receipts of each year. All payments financial statements and reports shall be promptly submitted to the City of Miami Finance Director c/o Treasury Management Division, 3006 Aviation Avenue, Miami, Florida 33133, (or to such other address as the City Manager may designate in writing. Any unpaid balance of gross receipts shall be promptly remitted to the City as soon as such unpaid balance is discovered an interest charge of eighteen (18%) percent per annum shall be added automatically to any delinquent payment made. The Company shall submit to the City with each anniversary payment a list of shelter locations and a financial statement 8$- (;7S . i� A Bid Proposal Page 5 of 6 9-2940 showing gross receipts for the previous year. The financial statement shall be certified to a Florida licensed Certified Public Accountant. At the time of the execution hereof by the Company, it shall pay over to the City a security deposit in the amount of Five Thousand Dollars ($5,000) as against its full and faithful performance of the terms hereof. The City shall hold the security deposit on Five Thousand Dollars ($5,000) in escrow, provided that at the City's discretion, it may invest such money in an interest -bearing account and it may commingle such monies with other funds of the City. Any interest earned on such funds shall be the property of the City and the Company waives any and all claims thereto. If at any time during the term hereof the Company shall fail to make any payments required and hereunder allow the default to continue to exist for a period of thirty (30) days after notice of the. existence of such default, the City shall have the absolute right to liquidate such security deposit, provided that such action shall not be deemed exclusive as to any other remedies, provided that such actions shalt not be deemed exclusive as to any other remedies which the City may have hereunder or according to law. The security deposit, exclusive of interest, will be returned 90 days after the conclusion of the contract, if all terms of the contract are satisfied, providing, however, that the 88_6'78 . E ■ U Bid proposal Page 6 of 6 B-2940 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. The undersigned person and/or persons hereby certifies that the above information is true and correct. Name o irm or orpora on (seal) Signature (seal) Signature $S-(;7 - . OOP* SCHEDULE 1 TECHNICAL SPECIFICATION The successful bidder shall provide bus shelters in accordance with the descriptions and specifications contained herein: 1. General A. The company shall have bus shelters designed and manufactured to afford protection from the sun, rain and be able to withstand hurricane winds of 120 miles per hour. B. The bidder shall furnish to the City detail design plans of the proposed structures, prepared and sealed by a Florida Registered Engineer. C. A11 components of the bus shelter and their finishes shall be such to minimize the affects of accidental damage and vandalism, and designed to resist rust and corrosion in an aggressive environment - bolted and screened connections shall be made with stainless steel fasteners. D. Each bus shelter shall have displayed thereon in a conspicuous place the same address and local telephone number of the company as the name appears in the agreement required to in City Code Section 54-60. 2. Standards The shelters shall meet all applicable provisions of the South Florida Building Code, City of Miami Zoning Ordinance, Charter and Code. 3. Bus Shelter Construction A. The bus shelter shall not be more than ninety-six (96) inches high, or more than sixty (60) inches wide, or more than thirteen (13) feet long, unless the City Manager expressly authorize a deviation from these requirements. B. The shelters shall be grounded to afford lightning protection, and electric conductivity shall be maintained between components. C. Each shelter shall rest on a concrete slab (or sidewalk) and be securely fastened to resist uplift and overturning. D. The bus shelter shall have a single lightning source contained within the panel cabinet. A photoelectric cell shall be provided for turning on and off the lights in the advertising panel. r A Technical Specification Page 2 of 2 E. Bus shelters shall have advertising panels with aluminum casing frame holding tempered glass panels protecting the advertisements. F. No shelter shall be placed so that the angle of its long dimension in relation to the curbing, shall be greater than three (3) degrees. G. All bus shelter placed on sidewalks shall leave at least two and one-half (2 1/2) feet of clearance for pedestrian traffic. H. The shelter structure made from aluminum and/or steel members shall have weepholes as necessary to assure drainage of condensation. I. Glazing shall be securely fastened to the shelter in a tamperproof manner. There shall be a minimum opening of 8" (12" MAX. ) from the ground to the bottom edge of the rear glazing panels and a minimum of 4" (B" MAX.) from the upper edge of the rear panels to the roof in order to allow the wind to blow through the shelter. J. A single, unbroken, and seamless roof surface is preferred. If more than one panel is used, the assembly shall include roof members of galvanized steel which run continuously between adjacent panels and provide both structural support and a weather seal. Both top and bottom panel surface (ceiling) shall be finished and shall be light in color. K. Roof shall be securely fastened to the shelter in a concealed or tamperproof manner. Roof shall be leak proof and shall be designed so that a minimum of ninety (90%) of roof drainage is off the rear of the shelter. L. The bus stop shelter roof shall incorporate a 6" (min.), fascia. Provide drainage scuppers if necessary. The fascia shall run continuously around the roof edge. 4. Bench The bus shelter shall include a bench no more than forty-two (42) inches high, or more than two (2) feet six (6) inches wide, or more than seven (7) feet long with arm rests spaced 18" on center. 88-678, . 1 4% 0^ CONTRACT THIS CONTRACT is made and entered into this day of , 19 , by and between THE CITY OF MIAMI, a municipal corporation organized and existing under the laws of the State of Florida (hereinafter referred to as the "City"), and , a corporation authorized to do business in the State of Florida, ("Company"). 1. GRANT OF RIGHT. Subject to mutual agreement of each location, the City hereby grants to the Company for the term hereinafter described the right to construct, erect, install, repair and maintain shelters at bus stop locations throughout the City. The right is intended to include both existing bus stop locations and those created by the City or by Metro Dade Transportation Administration within the corporate limits of the City or land owned by the City with Dade County, Florida, at any time during the term hereof. Moreover, such right shall pertain to and include all bus stop locations within the City whether on land owned or leased by the City or over which it has obtained easement or use rights or to locations approved by State Statute however where the right to erect shelters is governed by County, State or Federal regulations with reference to right -of -way considerations outside the jurisdiction of the City of Miami, the contractor shall be solely responsible for obtaining any and all clearances required for placement of shelters at such locations. 4*4 A 2. BUS SHELTER FEE PAYABLE TO CITY. In consideration of the right granted for the use of City property, the use of the sidewalks, and in exchange for other specific property uses allowed by the City, the Company shall pay as provided in Section 10 to the City, a bus shelter fee generated from the sign and other visual displays placed upon the shelters by the Company during the terms of the contract. 3. DUTIES AND OBLIGATIONS OF THE COMPANY. The Company shall comply with all terms and conditions of this Agreement and will undertake each of the following at its sole expense with respect to the erection of shelters at various bus stop locations throughout the City of Miami: TECHNICAL CODES (a) To erect such shelters in conformance with the South Florida Building Code and other applicable technical codes and to use the types of materials and in accordance with the plans and specifications set forth in Schedule 1 attached hereto and made a part thereof. IWAE 88.-6 7►8. k INSPECTION U (b) To inspect, clean, repair and otherwise maintain the shelters on a bi-weekly basis. Failure to maintain a shelter may result in the City taking action to maintain the shelter and back charge the company for verified expenses. ILLUMINATION (c) To illuminate the advertising display unit from sunset to sunrise. Illumination shall be subject to the reasonable approval of the Public Works Director. INSURANCE (d) To obtain and keep in force during the term hereof a policy of public liability insurance naming both the Company and the City as insured parties, providing said parties with insurance against public liability of all kinds in connection with the shelters in question in the amount of $1,000,000. The Company will provide the City Insurance Manager with certificate(s) of such insurance and including renewals, addendums and riders to such policies. - 3 - AN A The Company shall provide evidence to the City's Insurance Manager that such payment has been duly made. The Citys' Insurance 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 of the City's insurance manager are needed. The company shall provide the City Insurance Manager with prior notice of any material modification or change of insurance coverage. All insurance shall be issued by companies authorized to do business in Florida and rated A:X or better per A.M. Bests Key Rating Guide latest edition. The insurance mentioned herein shall be kept in operative force and effect throughout the term of this contract and shall not be allowed to lapse or be materially modified. ADVERTISING (e) To solicit and obtain suitable advertising clients who desire to advertise products or services through signs or other visual displays on the shelters in question. The City shall have a right to require the Company to remove any advertising I in - 4 - �r" O"k A material that it believes to be offensive, not suitable or in such a state of disrepair as to be aesthetically offensive to the City, provided that the Company shall have a right to substitute other advertising material which is not offensive to the City. The City shall exercise its judgment in a reasonable manner. The Company shall have forty- eight (48) hours after receipt of a written demand from the City to remove such offensive advertising material. In the event of a dispute as to the reasonableness of the City's demand(s), the Company shall promptly follow such demand while the dispute is being resolved. Furthermore, in the event that the Company shall have failed to remove the objectionable advertising within said forty-eight (48) hour period, the City shall have an absolute right to cause such advertisement to be removed, and the City shall not be responsible for any damages in connection therewith. SURFACE RESTORATION AND LANDSCAPING (f) The company shall repair or replace all structures or facilities on public or private property, which may have been damaged during construction operation 11 - 5 - Oat or removal of bus shelters either owned by the company or City. The work shall include but not be limited to sidewalks, driveways, posts, poles, walls, fences, gates, footing, trees, shrubs, lawns, sprinklers, curbs, gutters, utilities, both overhead and underground, manholes, catch basins, inlets, parkways, parkway drains, street surfaces, and landscaping in the parkway areas. The work shall include furnishing and placing planting soil, trees, shrubs, grass sod and other ground over planting as required to conform to the surface condition and cross-section as specified and as shown on the plans, and cleanup and removal of all surplus materials, rubbish and trash or every nature remaining after the construction has been completed. The company further agrees to repair or replace public or private property in a manner acceptable to the Director of Public Works. All repairs and replacements shall incorporate materials and methods similar to those used in the original structure, unless otherwise specified. 4. INDEMNIFICATION. The Company shall defend, indemnify and save the CITY its officials and employees harmless from and against any and all claims, liabilities, losses, actions, - 6 - damages, and causes of action including reasonable attorney's fees, and will on account of and on behalf of the City 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 omissions to act on the part of the Company or any of them, including any person acting for or on his or their behalf. The Company shall pay ail claims and losses of any nature whatsoever in connection with itsactivities, operations and uses under this Agreement and shall defend all suits in the name of the CITY, its' officials and/or employees and shall pay all costs and judgements which may issue thereon. r 5. INSTALLATION OF SHELTERS. The company agrees to install no more than 1,000 shelters at existing bus stop locations within the City during the 5 year term of this Agreement (and any renewals). The company agrees to install a minimum of one - hundred (100) bus shelters with advertising in calendar year 1988 and three hundred (300) bus shelters with advertising in 1989 at bus stop locations designated by the City Manager. Thereafter, the Company shall have the obligation, to install additional shelters, at various bus stop locations designated by the City Manager. Notwithstanding the foregoing, the City expressly reserves the right to require the Company to submit written reports 30 days in advance with respect to proposed shelter locations. The City requires that the company submit written - 7 - 88- 67 L . requests 15 days after execution of this contract with respect to proposed shelter locations and the City further reserves the right to withhold its approval as to the installation of shelters at particular locations and if the City should determine in its sole discretion, that the proposed locations are unsuitable and direct an alternative location which the Company shall comply with. All approvals required by the City for locations shall be in writing. For every 5 bus shelters with advertising installed by the Company, one without advertising, shall be installed by the company at a bus shelter location to be selected by the City Manager. Failure to install the shelters without advertisement will be considered cause for termination of contract, if not complied within the 30 days period. Nothing contained in this paragraph five (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 (1000) shelters in the City during the original term hereof. The one thousand (1000) approved bus shelter locations shall be a Metro/Dade Transport Administration and/or City authorized bus stops. All bus shelters installed during the term of the contract shall be installed and maintained in accordance with the requirement of the South Florida Building Code, and other technical codes. W-678 6. REMOVAL OF CITY OWNED BUS SHELTERS. The company agrees to remove at its' own cost and expense City owned bus shelters at bus stop locations designated in EXHIBIT A that are not in compliance with the South Florida Building Code, City of Miami Charter of Ordinances, Zoning Ordinances and other applicable codes or laws as they may be amended from time to time. If, in the City Manager's, discretion the public health, safety, welfare and convenient, good cause or changes in demographics which materially affect pedestrian and vehicular traffic flow at or near shelter established in connection herewith, the company agrees to also remove said shelter at no cost to the City. 7. OWNERSHIP OF EXISTING BUS SHELTERS. The City shall i retain ownership of all existing bus shelters at bus stop locations designated in EXHIBIT A. 8. CONT14UING MAINTENANCE OBLIGATION. The Company shall maintain all the shelters which it installs plus City owned shelters in good repair. The Company shall clean 50 feet away from each side of the shelter all trash and debris including the public right of way including curb and gutter. Said trash and debris shall be removed weekly from the public right of way. Failure to keep the bus shelter site free of trash and debris shall be cause for cancellation of contract upon 30 days written notice by the City. Further the Company shall be responsible for the cleaning, repairing, or replacement of all bus shelter parts, including advertising materials, signs, and visual displays to placed upon the shelters. However, the Company shall not be responsible for the maintenance or repair of any sidewalks, walkways or curbs to which the shelters are attached, unless such sidewalks, walkways, or curbs shall have been damaged through the acts or omission of the Company, its agents, servants, subcontractors, or employees, except for those portions of the sidewalks, walkways, or curbs, located within the shelters themselves, which the Company shall be responsible for maintaining at its' own cost and expense. In the event a shelter is not maintained in good repair and in clean condition as determined by the City Manager, the City shall so notify the Company. If the condition is not corrected to the City's satisfaction within five (5) working days after the �. date of notice, the City shall have the right and privilege to t remove said shelter and charge the company for the costs of such removal (inclusive of personnel expense, labor and materials). Q. RIGHT OF COMPANY TO REMOVE INDIVIDUAL SHELTERS. Except as provided for in this paragraph, the Company shall not remove any shelters installed at a bus stop location during the term of this contract without first having obtained written consent of the City Manager or authorized designee. It is agreed however that the Company shall have the right to remove individual shelters (after ten (10) days written notice to the City) without seeking prior approval from the City in the event that such shelters have been subjected to "chronic vandalism." For purpose - 10 - 88-6714 hereof, the phrase "chronic vandalism" shall be defined as damages inflicted to an individual shelter during any twelve (12) consecutive month period which require cumulative expenditures for replacements and repair that exceed S1,500. 10. RELOCATION OF SHELTEPS. In the event a change in bus stop or other transportation system(s) designations, changes in street design, or right-of-way, or changes that the City Manager deems necessary for the public health, safety, welfare and convenient, good cause or changes in demographics which materially affect the pedestrian and vehicular traffic flow at or near shelters established in connection herewith; at the City's written request, the Company shall relocate a designated shelter to another location mutually agreed on by the City and the Company. The expense in connection with such relocation shall oe borne by the Company, and the Company shall act expeditiously in order to relocate such shelters and, in particular, in the event that a change of street design or right-of-way location shall require the relocations of a shelter, the Company shall coordinate its work with the contractors or other personnel performing labor in connection with the change of street design or right-of-way location in order to accomplish the relocation expeditiously and without interference to the work in connection with the relocation of streets or right-of-way. .AN 11. PAYMENT OF FEES. All monies to be paid to the City of Miami in the form of fees as provided in paragraph two (2) above shall be paid in the following manner; (a) A fee of $ per shelter shall be paid within fifteen (15) days of the date of final inspection for each shelter, both with and without advertising. (b) In addition the company agrees to pay the City on an annual basis, on or before January 1st of each year of this contract (as renewed) an administrative regulatory fee of S for each shelter in the previous years. This fee will automatically increase by ten (10%) percent of the prior years fee for each year of the life of the contract. (c) The company agrees to pay the City a fee of $ for the use of City own bus shelters at designated bus stops in EXHIBIT A. This fee will automatically increase by ten (10t) percent of the prior years fee for each year of the life of the contract. 9 - 12 - 8IS--6 78. (d) Upon the first anniversary date of this contract and for each anniversary date thereafter that this contract is in effect the company shall pay percent ( %) of gross receipts gross will be payable on a quarterly basis during the four (4) quarters of each contract year from the previous years. The percentage of gross receipts specified above shall increase by one (1%) each year through the term of this contract (as renewed). For purposes of the fee in this contract, the first anniversary date shall be deemed as the date of complete installation, of the first twenty-five (25) shelters, and that date shall be the anniversary date thereafter for the life of the contract. For purposes of this agreement "Gross Receipts" is defined to mean: ( i 1 the entire amount of the price charged by Company for display and/or advertising and/or promotions and for sales on or about its, bus shelters erected or maintained by virtue of this contract within the City of Miami whether by virtue of any sale, license, use agreement, or any other kind of agreement or arrangement of any nature (including trade discounts) (ii), all receipts - 13 - 88-6 78 ■ from all sales, leases, licenses and orders received by the company for the use of their bus shelters which arise out of the bus , Shelters erected or maintained by virtue of this agreement (iii) all gross receipts which are neither included in nor excluded from gross receipts or by other provisions of this lease, but without any duplications. The payment of the percentage (b) of gross receipts shall be accompanied by detailed financial reports of all gross receipts derived by this lessee by virtue of this contract including without limitation financial statement for each preceding quarter, bank statements, and such other records as a Certified Public Accountant needs to examine or verify the gross receipt payments. Annual reports of gross receipts for the preceding year shall be submitted to the City on each anniversary date of the contract, these reports will be prepared by a certified public accountant and attested to by him stating he has examined all books, state sales and federal income tax returns of the company and that the statements are prepared in accordance with generally accepted accounting practices and - 14 - represent the gross receipts of each year. All payments financial statements and reports shall be promptly submitted to the City of Miami Finance Director c/o Treasury Management Division. Any unpaid balance of gross receipts shall be promptly remitted to the City as soon as such unpaid balance is discovered an interest charge of eighteen (18%) percent per annum shall be added automatically to any delinquent payment made. The Company shall submit to the City with each anniversary payment a list of shelter locations and a financial statement showing gross receipts for the previous year. At the time of the execution hereof by the Company, it shall pay over to the City a security deoosit in the amount of Five Thousand Dollars ($5,000) as against its full and faithful performance of the terms hereof. The City shall hold the security deposit on Five Thousand Dollars ($5,000) in escrow, provided that at the City's discretion, it may invest such money in an interest -bearing account and it may commingle such monies with other funds of the City. Any interest earned on such funds shall be the property of ill - 15 - the City and the Company waives any and all claims thereto. If at any time during the term hereof the Company shall fail to make any payments required and hereunder allow the default to continue to exist for a period of thirty ( 30 ) days after notice of the existence of such default, the City shall have the absolute right to liquidate such security deposit, provided that such action shall not be deemed exclusive as to any other remedies, provided that such actions shall not be deemed exclusive as to any other remedies which the City may have hereunder or according to law. The security deposit exclusive of interest will be returned at 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 'I City under the terms of the contract. 12. COMMUNITY SERVICE. The Company agrees to provide the City not less than 100 shelters nor more than 200 shelters and those shelters shall not include commercial advertising. However the City shall required the company to provide panels for legitimate public service messages as determined by the City Manager. - 16 - 88-678 11. TERMS OF THE CONTRACT. This contract shall become effective upon execution by the parties hereto and shall remain in full force and effect for a period of five (5) years with the option to renew for two (2) additional five year periods, at the sole discretion of the City Manager who may accept or reject the right to renew. 14. UNILATERAL CANCELLATION RIGHT OF CITY. Notwithstanding anything contained elsewhere herein, the City by and through its' City Manager shall have the unilateral right to cancel and terminate this contract in the event that the Company fails to faithfully and fully comply with the terms and conditions of this contract, becomes insolvent by being unable to pay its debts when they become due, or if the Company commits an act of bankruptcy, makes a general assignment for the benefit of creditors, of if there is filed by or against the Company a voluntary or involuntary petition in bankruptcy or for the appointment of a receiver, or if there commences proceedings under any law relating to bankruptcy, insolvency, reorganization, or relief for the Company's relief or for composition, extension, arrangement or adjustment of any Company's obligations which proceedings are not withdrawn or dismissed within ninety (90) days after commencement as a going concern if the company dissolves, merges or assigns, sells or transfer this contract or any portion thereof without the City Commissions prior approval. In any such event, the Company shall have the absolute right and responsibility to remove the existing shelters located within the City pursuant to the provisions of paragraph six (6) above. - 17 - 15. CANCELLATION: FOR CAUSE. Neither party shall attempt to terminate or cancel this contact, whether by court action or otherwise, without first having provided the other party with ten (10) days written notice of any alleged violation hereof together with a demand that such violation be cured. The cancellation will become effective 10 days from the date of the notice if the default is not corrected. After five (5) years from the initial term of granting this contract the City Manager may upon, for any or no cause whatsoever, cancel this contract upon 10 days' written notice. 16. NON-DELEGABILITY. It is understood and agreed that the obligations undertaken by the Company pursuant to this Contract are unique and personal in nature and the City is relying on the particular expertise of the company shall not be delegated to any other person or firm unless the CITY COMMISSION shall first consent in writing to the performance of such services or any part thereof by another person or firm. 17. OBTAINING NECESSARY APPROVALS. The Company shall obtain any and all necessary County, State or Federal approvals of licenses of any kind that might be required as a conditions of installing the proposed shelters at bus stop locations within the City. The cost of obtaining any such permits or licenses shall be borne by the Company. 18. AWARD OF CONTRACT. The Company warrants that they have not employed or retained any company or persons to solicit or secure this Contract and that they have not offered to pay, paid or agreed to pay any person or company any fee, commission, percentage, brokerage fee or gifts of any kind contingent upon or resulting from the award of this Contract. The Company is aware of the conflict of interest laws of the City of Miami (Miami City Code Chapter 2, Article V), Dade County, Florida (Dade County code, Section 2-11.1) and the Florida Statues, and agrees that they will fully comply in all respects with the terms of said laws. 19. CONFLICT OF INTEREST. The Company covenants that no person under its employ who presently exercises any functions or responsibilities in connection with this Contract has any personal financial interests, direct or indirect, in this Contract. The Company further covenants that, in the performance of this Contract, no person having such conflicting interest shall be employed. Any such interests on the part of the Company or its employees, much be disclosed in writing to the CITY. The Company, in the performance of this Agreement, shall be subject to the more restrictive law and/or guidelines regarding conflict of interest promulgated by federal, state or local government. — 19 - 88— foie. . oil 20. INDEPENDENT CONTRACTOR. The Company and its employees and agents shall be deemed to be an independent contractor, and not an agent or enployee of the CITY, and shall not attain any rights or benefits under the Civil Service or Pension Ordinance of the CITY, or any rights generally afforded classified or unclassified employees; further he/she shall not be deemed entitled to Florida Worker's Compensation benefits as an employee of the CITY. 21. SUCCESSORS AND ASSIGNS. This Contract shall be binding upon the parties herein, their heirs, executors, legal representatives, successors and authorized assigns. i 22. AUDIT RIGHTS. The CITY reserves the right to audit the 1. records of the Company at any time during the performance of this Contract and for a period of two years after final payment is R made under this Contract. The company shall maintain its' books and records relative to this contract situated with Dade County and have su0 books and records available for auditing, inspection, and review by the City or its' representatives. 23. NOTICES. Any and all notices required under this contract shall be deemed to have been given when placed in the United States mail, certified, return receipt requested, addressed as follows: - 20 - 1913-678. . FOR CITY: Director, Department of Public Works 275 N.W. 2 Street Miami, Florida 33128 cc: City Manager 3500 Pan American Drive Miami, Florida 33133 FOR COMPANY: President 24. ENTIRE CONTRACT. This contract contains all the terms and conditions agreed upon by the parties hereto and no other contract, oral or otherwise, regarding the subject matter shall be deemed to exist to bind either of the parties hereto. Moreover, this contract may not be modified or amended except by a writing signed by both parties. Any and all modifications shall require the prior written approval of the City Manager, for the City. W1 25. CONSTRUCTION OF AGREEMENT. The parties hereto agree that this Contract shall be construed and enforced according to the laws, statutes and case laws of the State of Florida. 26. COMPLIANCE WITH LAWS. The company in its' operations hereunder shall comply with the City of Miami Charter and Code of Ordinances, including without limitation, Chapter 54, Article III of the City Code Zoning Ordinance, the South Florida Building Code and all other applicable codes or laws, as they may be amended from time to time. - 21 - n • 0 27. PERFOR14ANCE AND BOND PAYMENT. A performance and payment bond will be required in the minimum amount of twenty five thousand dollars (E25,000) substantially the same form as 255.05, Florida Statute (1987), subject to the approval of the City Attorney as to form, guaranteeing the successful parties full faithful and punctual performance of all terms and conditions of the contract, including its' duty to make payments to the City and to comply with all provisions of the contract documents. 28. CANCELLATION. The City by and through its City Manager may at any time upon a default by the successful proposer cancel this contract upon 30 days written notice, Drovi0ing, however, that after five (5) years from the initial term of granting this contract the City Manager may upon, for any or no cause �. whatsoever, cancel this contract upon 30 days' written notice. 29. OWNERSHIP OF CONTRACTOR SHELTERS. Bus shelters to be conveyed to City as separate and distinct consideration for the granting of this privilege, the successful proposer shall convey and grant gratuitously and at no cost to the City, the bus shelters in fee simple, to the City, unserviceable, good and warrantable condition, free and clear of liens, encumbrances, patent defects or latent defects or latent defects. The successful proposers hereby unconditionally commits that it will make this conveyance, after it has depreciated its' purchase of the shelters which depreciation shall be finished within five years of the execution of this agreement. a - 22 - 88_6ih . ■ i i 30. RESERVATION OF RIGHTS. The City hereby reserves its' rights to include by negotiation or unilaterally such further contract clauses as will protect its legal interests. 31. LIQUIDATED DAMAGES. The successful proposer shall pay to the City $500.00 a day in liquidated damages and not a penalty by virtue of any default or breach of the contract until such default or breach is corrected. The liquidated damage shall accrue and be payable on a per diem basis until the default is corrected and based on the inability of the parties to ascertain the losses the City will suffer because of this breach. IN WITNESS WHEREOF, the parties hereto have executed this contract on the date and year first above mentioned and have agreed to bound hereby. Approved as to form and correctness: City Attorney CITY OF MIAMI, FLORIDA By City manager Attest City er By President Attest Secretary - 23 - •. ■