HomeMy WebLinkAboutR-2024-113 Clear Channel Outdoor LLC Bus Shelters Waive Bidding Award AgreementRESOLUTION NO.2024-
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA
BEACH, FLORIDA. AUTHORIZING THE PROPER CITY OFFICIALS TO
WAIVE COMPETITIVE BIDDING FOR BUS STOP SHELTER ADVERTISING,
MAINTENANCE AND REPAIR SERVICES UTILIZING STATUTE 337.408
TITLED "R,EGULATION OF BUS STOPS, BENCHES, TRANSIT SHELTERS,
STREET LIGHTS POLES. WASTE DISPOSAL RECEPTACLES, AND
MODULAR NEWS RACK WITHiN RIGHT-OF-WAY"; PROVIDING FOR
CONFLICTS: FURTHER. PROVIDING FOR AN EFFECTIVE DATE'
WHEREAS, the City is requesting approval to waive competitive bidding for bus shelter
advertising, repair and maintenance services utilizing Statute 337.408 which allows a municipality
or county the ability to authorize the installation, without public bid, ofbenches and transit shelters
together w'ith advertising displayed thereon within the righlof-way limits ofsuch roads; and
WHEREAS, the city has utilized this service lrom Clear Channel Outdoor, LLC. for over
10 years and is fully satisfied with the level olservice; and
WHEREAS, the proposed agreement includes a 43 percent increase in the rate over the
previous one, representing roughly a $2,529.48 increase in annual revenue to the city; and
WHEREAS, this agreement would be in effect lor five years, with a renewal option of five
years. The proposed contract is projected to generate approximately $8,400.00 in first year's
annual revenue and increase by three percent annually over five years.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF DANIA BEACH, FLORIDA:
Section 1. That the foregoing "Whereas" clauses are ratified and confirmed to be true
and correct, and they are made a part ofand are incorporated into this Resolution by this reference.
Section 2. That the proper City officials authorize approval to utilize Statute 337.408
and to enter into an agreement with Clear Channel Outdoor, LLC, which agreement is attached
as Exhibit "A" and incorporated into this Resolution by this reference.
Section 3. That all revenues liom this agreement shall be allocated to Streets Repair
and Maintenance Services Street Account No. 001-39-06- 541-16-60 approved annual budget
appropriations.
Section,l, That all resolutions or pafts ol resolutions in conflict with this Resolution
shall be repealed to the extent of such conflict.
Section 5. That this Resolution shall be effective 10 days after passage.
t12llJ
PASSED AND ADOPTED., A\.,I,IUISI A .ZOZ,C.
)
Motion by Cnnrnas thr$45.,""o "y EL kwlVn
FINAL VOTE ON ADOPTION: Unanimous
Yes No
Commissioner Joyce L. Davis
Commissioner Tamara James
Commissioner Marco Salvino
Vice Mayor Lori Lewellen
Mayor Archibald J. Ryan IV
ATTEST:
ELO M
CITY CL
APPROVED AS TO FORM AND CORRECTNESS
o TSIS
ORNEY
E
C
ARCHIBAL
MAYOR
J. RYAN IV
1
Y
A.
RESOLUTION #202.1-il3
l-r)--
AGREEMENT
THIS IS AN AGREEMENT (the "Agreement") entered into on . 2024_between
the CITY OF DANIA BEACH, a Florida munioipal corporation (the "CITY"), and CLEAR
CHANNEL OUTDOOR, LLC, (COMPAII! a foreign limited liability company u,ith a
mailing address of20880 Stone Oak Parku'ay, San Antonio, Texas 78258.
In considcration of thc mutual covenants. terms and conditions contained in this
Agrecmcnt, and othcr good and valuablc consideration, the adequacy and receipt of which are
acknowledged, the parties agree as follows:
t. @[tldlASS-$-hSl!S& Thc CITY shall pcrmit the COMPANY. as an
exclusivc right, to use the public :ights-of-rvay over which CITY maintains control for the
placement by thc COMPANY of bus shelters upon the terms and conditions stated in this
Agreement. The CITY covenants that it shall use its best efforts to cooperate with the
COMPANY in connection with the COMPANY'S installation, maintenance and repair of bus
shelters, including, but not limited to, assistance with thc issuanoc of any and all permits,
authorizations, or other approvals of govcrnmcntal agcncies or utilities that may be required.
CITY agrees to assist COMPANY with relocation of any objects over which City has direct
control, so that COMPANY's view-corridors to its advertising panels in its shelters are not
obstructed. No shelter shall be equipped with elcctrical scrvicc for any reason, unless
approved in writing in advance by CITY. The CITY will waive all permit fees related to bus
shelter installation.
l. Installation. Nlaintenance and Ownershin ofShelters.
a. The COMPANY owns located in Dania Bcach, Florida, said locations
more particularly described on Exhibit A attachcd hcrcto. Any and all shelters
are, and shall remain, the sole and exclusive propcft-y of the COMPANY.
b. COMPANY shall not permit advertising of adult enteftainment, massage
parlors, adult bookstores, adult theaters, adult escort services, pornographic or
other mate al deemed objectionable by CITY. The determination as to whether
any matcrial is objcctionable material shall not be determined unreasonably by
the
CITY. When such a determination is made, the advertising shall be promptly
removed upon written request of the CITY.
c. Inspection and general maintenance shall be performed by COMPANY on
all shelters weekl.v and damage to the shelters shall be repaired by COMPANY
within forty-eight (48) hours ofthe time damage is reported to or identified by the
COMPANY. COMPANY shall also use its best elforts to maintain an area in clean
condition ten (10) feet lrom each side of the shelters. In the event a shelter is not
maintained in good repair and in clean condition, or becomes a hazard or nuisance
as determined by the City Manager. the CITY shall notifi the COMPANY in writing
and repairs or corrective action must commence as provided in this Agreement. If
the condition is not corrected to the CITY's reasonable satistaction w-ithin five (5)
w-orking days after the date ofnotice. the CITY shall have the right to remove the
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shelter and charge the COMPANY for the costs of such removal (inclusive of
personnel expenses, labor and materials), or assess a $150.00 per day penalty fee,
starting on the sixth day until the condition is corrected. In order to minimize any
tiabilitl. the COMPANY agrees to remove or repair damaged shelters within five
(5) days of an accident or any damage which creates, in the reasonable opinion of
CITY, a hazardous condition for the public at large.
J. Risht of Comnanv to Remove lndividual Shelters. Fxcept as provided lor in this
Section, the COMPANY shall not remove any shelters installed at a bus stop location during the
term of this Agreement without first having obtained written consent ol the City Manager. It is
agreed, however, that the COMPANY shall have the right to remove individual shelters (after ten
(10) days'nritten notice to the CITY) in the event that such shelters have been subjected to "chronic
vandalism" or such shelters have been extensively damaged, resulting in a hazardous condition and
cannot be replaced without risk ofsubstantial future damage. The phrase "chronic vandalism" shall
be defined to mean damage inflicted to an individual shelter during any three
(3) consecutive month period which require cumulative expenditures for replacements or repairs
that exceed $ 1000.00.
4. Relocation ofShelters. In the event ofa change in bus stops or other transportation
systems' designations, changes in street design or rights-of-way or changes the City'Manager
deems necessary for the public health. safety, welfare and convenience, or changes in demographics
which materially affect the pedestrian and vehicular traflc flow at or near shelters established as
provided above. the COMPANY, at the CITY'S written request, shall relocate a designated shelter
to another location mutually agreed to in writing by the CITY and the COMPANY. If requested
by the CITY, a shelter must be removed even if CITY and COMPANY cannot agree on a ner,' site.
The expense in connection with such relocation shall be borne by the COMPANY, and the
COMPANY shall act expeditiously in order to relocate any such shelter, and in the event that a
change of street design or right-of-way location shall require the relocation of a shelter, the
COMPANY shall coordinate its w-ork 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 related to *'ith the relocation of
streets or rights-ol-way.
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5. Pavment of Fees.
bc paid in thr- follor.ring manner:
All monies to be paid to the CITY in the form of fees shall
Upon full execution of this Agreement" the COMPANY shall pay'the CITY
the sum of Six Hundred Seventy-Six and 73l100 Dollars ($700) per monthly
for all shelters with advertising during the first year of the Agreement. Each
bus shelter constructed mid-year shall be prorated. Payments shall increase
each year per shelter with advertising effective as ofthe anniversary date of
the Agreement, until the expiration of the term of the Agreement. The
monthly payment per shelter shall be adjusted on April I ofeach year of
the term by multiplying the applicable payment then being paid by a fraction.
the numerator of which shall be the Consumer Price lndex-U.S. South Urban
for alI items (1982-84 equals 100) ("CPl") for March of the ]ear in uhich
adjustment is being made. and the denominator of which shall be the CPI
of April of the prior y'ear. Should the CPI become unavailable. the payment
u,ill be made using the then current rate until the CPI is available. In no case
shall the adjustment be less than three percent (3%) of the amount being
paid in the prior year.
The payment shall be prorated for partial years during which any shelter is in place for less than
a firll calendar year. At the end of the initial five (5) year term ol the contract. a five (5) year
extension may begin in accordance with Section l0 below. provided that COMPANY or its assigns
remains in good standing in connection with this Agreement as decided at CITY's sole discretion
and option.
All payments shall be promptll' submitted to the City'Finance Director and
shall relerence this Agreement and the particulars ofthe payment. A list of
then existing shelter locations related to the payment shall accompany the
payment. Any unpaid balance of fees not paid when due shall bear an
interest charge ofeighteen (18%) percent per annum until paid.
0 eqg-Es-ujtr-&taicg. The COMPANY shall provide space lor CITY sponsored
advel tising messages on a space available basis. In the event space isavailable lbrCITY sponsored
adveltising messages. the COMPANY shall provide the CITY with one ('l) advertising panel. per
shelter. per month. In no event shall a paying customer be removed from an ad space that the City'
Manager $ants to utilize for CITY messages. The COMPANY shall not be responsible for pal ing
for public senice message materials. The CITY wilt provide all necessary materials at its sole cost
and expense. Ho*ever. the COMPANY will install at no additional cost to the CITY, such public
service adveltisements within a reasonable time after the advertisements are provided to the
COMPANY for installation.
a
b
)
7. LusgIg4sg. COMPANY. at its ou.n expense. shall procure insurance as follous
Workers' Compensation insurance as required by la,,l.
Employers' liability insurance in the amount of $ 1.000,000.00.
Comprehensive general liability insurance to be written on the
comprehensive form of policy. The policy must contain minimum limits of
liabitity: $1,000,000.00. each person, $1.000,000.00, each occurrence.
bodil-v injury. $500,000.00. each occurrence. propel ly damage. CITY shall
be named as additional insured under (b) and (c) above. COMPANY shall
provide proof of insurance to CITY.
8. Indemnification. COMPANY agrees to defend, indemnifu and hold harmless
the CITY" its elected and appointed officers, agents. servants and employees, tiom and against any
and all claims, demands. or causes olaction of whatsoever kind or nature sustained by any person
whomsoever, arising out of, by reason of, directly or indirectly resulting from. or in connect.ion
with this Agreement, and from and against any resulting losses. costs. expenses, reasonable
attome) fees. liabilities. damages. orders. judgments. or decrees.
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address:
City of Dania Beach
Finance Department
100 W Dania Beach Blvd
Dania Beach. FL 33004
10. Term ofthe Asreement. This Agrecment shall become ell'ectire upone\ecution
bl the parties and shall remain in full force and effect for a period of tive (5) years beginning with
the actual date the Agreement is fully executed by the patties, with an option ol the CITY lor
renewal for a five (5) year term.
In addition to the foregoing, the CITY shall have the option at its sole discretion to extend
this Agreement fbr a second additional five (5) year period upon the same or similar terms and
conditions as contained in this Agreement. For each such renewal. COMPANY shall noti!'CITY
in u'riting n'ithin ninetl' (90) days in advance ol the expiration ol the applicable term and CITY
shall grant or deny the request u'hich. if granted. will be evidenced b1' an amendment to this
Agreement.
11. Amendment. This Agreement may only be amended by the mutual written consent
of the parties. This Agreement, or any interest in it. shall not be assigned, transfbrred or otherwise
encumbered u,ithout the prior written consent of CITY.
ll. .Entire Aqreement. This Agreement sets forth all ol the promises, covenants.
agreements- conditions and understandings betueen the parties and supersedes anl and all prior or
contemporaneous agreements. understandings. inducements or conditions. express or implied. oral
or written. except as contained in it.
a
b
c
Pavments. Any and all payments to the CITY shall be made to the follou'ing
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13. Termination Risht of CITY. Not*ithstanding anything contained in this
Agreement u'hich is or appears to be to the contrary . the CITY by' and through its Cii]- Manager
shall have the unilateral right to cancel and terminate this Agreement in the event that the
COMPANY becomes insolvent or if the COMPANY commits an act of bankruptcy. makes a
general assignment for the beneflt of creditors. or if there is fited by' or against the COMPANY a
voluntary petition in bankruptcy or tbr the appointment of a receiver, or if a proceeding is
commenced under any law relating to bankruptcy, insolvency. reorganization, or for composition.
extension, arrangement or adjustment of COMPANY'S obligations and which proceedings are not
withdrawn or dismissed within ninety (90) days after commencement or if the COMPANY
dissolves itsell. or assigns, sells or transfers this Agreement or any portion of it without the CITY's
prior u,ritten approval. ln any such event, the COMPANY shall have the absolute right and
responsibility to remove the existing shelters located within the CITY. llshelters are not removed.
CITY will be authorized to remove them and dispose olthem after thirty (30) days'advance uritten
notice to COMPANY.
14. Termination for Cause. Subject to the force majeure provision set forth below.
neither pa4, shall terminate or cancel this Agreement. nhether by Court action or otherw'ise unless
there is a material delbult by the other party. For purposes of this Agreement. a material default
shall be any monetary default not cured by the COMPANY within fitieen (15) days of receipt of
notice from the CITY, or any non-monetary default by a party, not oured by such party within
thirty (30) days of receipt of written notice. In the event of a default by either party, the non-
defbulting party shall have the right to institute a cause of action in the court of appropriate
jurisdiction and. under such circumstances, the prevailing patty shall be entitled to reimbursement
of its reasonable attomey fees and costs bl the non-prevailing party. Neither patty shall be
obligated to perfbrm and neither shall be deemed to be in material detault under this Agreement
ilperlormance ofa non-monetary obligation is prevented b1-the occurrence ofany ofthe follor.ving
acts ("Force Majeure acts") including. but not limited to. acts ola public eneml'. hurricanes. other
storms. strikes, law's, and regulation ofapplicable govemmental bodies or any other causes that are
not reasonably within the control ofthe party claiming the right to delay performance on account
of such act.
15. Assisnment. This Agreement shall not be assigned or translerred without the
advance written consent ofthe CITY which consent shall not be unreasonably w'ithheld. A sale of
ti fiy one percent (51%) or more shares of corporate common stock of the COMPANY shall be
deemed an assignment for purposes olthis section. The COMPANY shall inlbrm the CITY of
its intent to transler ownership with at least thirt) (30) days'advance u'ritten notice.
16. Notices. All notices provided shall be in *riting and transmitted by ovemight
mail. certified mail return receipt requested. or by hand-delivery. and shall be mailed or delivered
as follows:
AS TO CITY:Ana M. Garcia. ICMA{M
City Manager
City of Dania Beach
100 West Dania Beach Blvd.
Dania Beach, Florida 33004
With a copy to:
Clear Channel Outdoor, LLC
Attn: Jaspcr Johnson
5800 N. W. 77 Court
Miami. FL 33 166
Clear Channcl Outdoor LLC
Attn: Lcgal Department
2325 E. Camclback Road, Suite 250
Phoenix. Arizona 850 I 56
17 Governing La w and Venrre^This Agrccment shall bc governed by and
construed in accordancc with the laws of tho Statc of Florida, and any proceeding arising
between the partics in any manner pertaining to this Ageement shall, to the extent permittcd
by lau', be addrcsscd in the appropriate court of competent jurisdiction located in Brou'ard
County, Florida.
18. Bindins Effect. Thc obligations imposed pursuant to this Agreement shall
bc binding upon and cnforceable by and against cach ofthe parties, thcir successors, grantccs
and assigns.
IN WITNESS OF THf, FOREGOING. the parties have set their hand and seal the day and year
flrst qritten above.
CITY OF DANIA BEACH, FLORIDA,
a Florida municipal corporation
APPROVED AS TO LEGAL FORM
AND CORRECTNESS
EVE A. BOUTSIS. CITY ATTORNEY
ANA M. GARCIA, ICMA-CM
CITY MANAGER
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With a copy to:
ELORA RIERA, MMC
CI'IY CLERK
WITNESSES:
COMPANY:
Clear Channel ()utdoor, LLC
a foreign limited liabilitl compan)
SIGNATURE
PRINT Name
Title
SIGNATTlRE
PRINT Name
SIGNATURE
PRINT Name
STATF] OF
COUNTY OF
The foregoing instrument rlas acknorvledged before me bl means of tr ph1'sical presence or E online
notariziition" on 2024, by AS
AS
of Clear Channel Outdoor. LLC. a foreign limited tiability company.
He/She is personally known to me or has produced
identification.
My Commission Expires
NOTARY PUBLIC
State of
7
Exhibit A
List and Location ol Shelters
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