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Resolution: R-06-0665
File Number 06-01717
City Hall •
3500 Pan American
Drive
Miami, FL 33133
www.miamigov.com
Final Action Date:11/9/2006
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), TO
CONSIDER A REQUEST FROM SARMIENTO ADVERTISING GROUP, LLC,
("SARMIENTO"), DATED AUGUST 31, 2006. TO THE CITY MANAGER
REQUESTING PRIOR APPROVAL AND CONSENT OF THE CITY COMMISSION
TO APPROVE THE SALE AND TRANSFER OF ONE HUNDRED PERCENT
(100%) OF SARMIENTO'S STOCK TO FUEL MIAMI, LLC, A DELAWARE LIMITED
LIABILITY CORPORATION ("FUEL"), PURSUANT TO SECTION 9.3 AND
SECTION 10.8 OF THE AGREEMENT DATED APRIL 18, 2002 BETWEEN THE
CITY OF MIAMI AND SARMIENTO FOR BUS BENCH DESIGN, INSTALLATION
AND MAINTENANCE; SETTING FORTH THE CONDITIONS FOR SUCH
APPROVAL AND AUTHORIZING THE CITY MANAGER TO NEGOTIATE AN
ASSIGNMENT AND ASSUMPTION AGREEMENT WITH SARMIENTO, FUEL, AND
FUEL'S PARENT COMPANY, FUEL OUTDOOR HOLDINGS, LLC, A DELAWARE
LIMITED LIABILITY COMPANY ("FUEL OUTDOOR"), WHICH INCLUDES BUT IS
NOT LIMITED TO SUCH CONDITIONS AS SET FORTH BELOW AND AS ARE
SATISFACTORY TO THE CITY COMMISSION.
WHEREAS, on April 18, 2002, Sarmiento Advertising Group, LLC ("Sarmiento"), executed an
agreement with the City of Miami ("City") for the provision for five (5) years of bus benches for use by
the general public within the City ("Agreement") including bus bench design, installation and
maintenance; and
WHEREAS, subsequent amendrnents to the Agreement were executed by the City and Sarmiento
on September 18, 2002, February 27, 2003, August 18, 2003, and July 20, 2004 (collectively
"Amendments"); and
WHEREAS, in addition to the Agreement and Amendments regarding bus benches, the City and
Sarmiento executed a Professional Services Agreement on July 28, 2004, for the maintenance of City
bus shelters ("the "Professional Services Agreement"); and
WHEREAS, pursuant to Section 3.2 of the Agreement, Sarmiento has the right to extend the
Agreement for an additional five (5) years upon giving notice to the City and Sarmiento has previously
given such notice to the City; and
WHEREAS, pursuant to Sections 9.3 and 10.8 of the Agreement, Sarmiento must request prior
approval and consent of the City Commission to approve the sale and transfer of one hundred percent
(100%) of Sarmiento's stock to Fuel Miami, LLC ("Fuel"), and
WHEREAS, Sarmiento and Fuel are requesting such City Commission approval and consent upon
• the conditions set forth below;
City of Miami
„f , Printed On: 11/14/2006
File Number: 06-01717
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI,
FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by
reference and incorporated as if fully set forth in this Section.
Section 2. Approval of and consent to the sale of and transfer of one hundred percent (100%) of
Sarmiento's stock to Fuel, a Delaware limited liability corporation, pursuant to Section 9.3 and Section
10.8 of the Agreement dated April 18, 2002, is granted, subject to the following conditions: 1)
Sarmiento, Fuel, and Fuel Outdoor shall enter in an assignment and assumption agreement
satisfactory in form and substance to the City; 2) Fuel shall retain for a minimum of three (3) years with
a six (6) month transition phase thereafter, the current Sarmiento Chief Executive Officer and
Corporate Business Director to continue working on the City's account; 3) Fuel shall provide a
continuing payment bond in the amount of $250,000 satisfactory to the City, FUEL Outdoor shall
provide a continuing performance bond or a letter of credit in the amount of $250,000, and Fuel shall
provide continuing insurance as required by the City's Risk Management Department; 4) Fuel shall
assume the current Sarmiento bus shelter Professional Services Agreement on a month to month
basis; 5) the assignment and assumption agreement shall not be further assigned without the express
written consent of the City and FUEL; and 6) such other terms and conditions as are satisfactory to the
City Commission.
Section 3, The City Manager ;s authorized(1) to negotiate an Assignment and Assumption
Agreement with Sarmiento and Fuel including but not limited to the foregoing conditions.
Section 4, This Resolution shall become effective immediately upon its adoption and signature of
the Mayor.{2}
Enacimeni Number: R-06-0665
APPROVED AS TO FORM AND CORRECTNESS:
JORGE L. FERNANDEZ
CITY ATTORNEY
Footnotes:
(1) The herein authorization is further subject to compliance with all requirements that may be
imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter
and Code provisions.
(2) If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days
from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become
effective immediately upon override of the veto by the City Commission.
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Printed On: 11/14/2006