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HomeMy WebLinkAboutReso 98- 93RESOLUTION NO.98-fty AN RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, ADOPTING AN AGREEMENT WITH ELLER MEDIA COMPANY FOR CONTINUATION OF PLACEMENT OF BUS SHELTERS WITHIN THE CORPORATE LIMITS OF THE CITY OF SUNNY ISLES BEACH; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, prior to June 16, 1997, Eller Media Company, a Florida corporation had a license agreement with Miami -Dade County (the "County") in connection with the placement ofbus shelters; and WHEREAS, on June 16,1997, the citizens of the City of Sunny Isles Beach adopted a City Charter and incorporated the City of Sunny Isles Beach (the "City"); and WHEREAS, the City has decided it would be in the present best interest of the City to allow Eller Media company to continue to provide said shelters based on the terms and conditions of the Agreement attached hereto and incorporated herein as Exhibit "A"(the "Agreement"); NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. The Agreement by and between the City and Eller Media Company. attached as Exhibit "A", be and the same be hereby approved. Section 2. The City Manager is hereby authorized to enter into said Agreement on behalf of the City. Section 3. This Resolution shall be effective immediately upon adoption. PASSED AND ADOPTED this 8th day of October, 1998. ATTEST: I 1 Richard E.13Town-Morrilla, City Clerk Interlocal Ext. Res k^ ~ APPROVED AS TO FORM AND LEGAL SUFFICIENCY l.. }� M. Dannheisser, City Attorney Vote: S- l7 Mayor Samson Vice Mayor Turetsky Commissioner Iglesias Commissioner Kauffman Commissioner Morrow Interlocal Ext. Res (Yes) V (Yes) (Yes) Yes) (Yes) Moved by: ��awuwn�waiorw+ Seconded by: Vi (No) (No) (No) (No) (No) Cant I di 4 AGREEMENT v� ,61­1 S GREEMENT (the "Agreement") is made and entered into as of the day of 1998, by and between the SUNNY ISLES BEACH, a Florida municipal corporation (the "CITY"), and ELLER MEDIA COMPANY, a Florida corporation ("LICENSEE") WITNESSETH : WHEREAS, on June 16, 1997, the CITY incorporated and became a separate municipality within Miami -Dade County, and acquired all interest in the existing contract between the LICENSEE and Miami -Dade County (f/k/a Dade County) pursuant to that certain agreement OTA-8-R of August, 1981 (the "MDTA AGREEMENT") pertaining to lands located within the jurisdictional limits of the CITY; and WHEREAS, the CITY is willing to enter into this Agreement with the LICENSEE under the terms and conditions stated herein; and NOW, THEREFORE, for and in consideration of the sum of the mutual covenants and other good and valuable consideration, the receipt of which are hereby acknowledged, the parties hereto agree as follows: l . Right to Place Shelters. The CITY shall permit the LICENSEE to use the public rights -of -way over which it maintains control for the placement by the LICENSEE of bus shelters upon the terms and conditions hereinafter stated. The CITY shall use its best efforts to cooperate with the LICENSEE in connection with the LICENSEE's erection, installation, maintenance and repair of said bus shelters, including, but not limited to, the issuance of any and all permits, authorizations, or other approvals of governmental agencies or utilities that may be required for same. LICENSEE shall be responsible for pulling all required State permits. The CITY shall also work with the LICENSEE, and interface with the necessary public utilities, to expedite the issuance of any and all electrical hookups required for the operation of bus shelters. 2. Erection, Installation, Maintenance and Ownership of Shelters. LICENSEE shall erect, or has erected, and maintained bus shelters at no less than four (4) sites with advertising to be located along the public right-of-way within the CITY limits. By agreement with the City Manager, this Agreement may be expanded by up to four (4) additional bus shelters. Said sites shall be selected by both parties, and LICENSEE shall coordinate with such other governmental agencies as may be necessary for such erection and installation. LICENSEE shall restrict advertising of Adult Entertainment, Massage Parlors, Adult Book Stores, Adult Theaters, Adult Escort Services, Pornographic, obscene or objectionable material. The determination of objectionable material shall be at the sole discretion of the CITY and shall be removed upon written request of the CITY. Any and all shelters are, and shall remain, the sole and exclusive property of the LICENSEE. 3. Compliance With State and Local Laws. LICENSEE shall erect, install, light, clean, maintain, repair or replace such bus shelters in compliance with all applicable CITY laws, at no cost to the CITY. LICENSEE shall maintain all shelters weekly and damage to the shelter shall be repaired within forty eight (48) hours of the time said damage is reported to the LICENSEE. LICENSEE shall also use good faith efforts to maintain grass areas that may exist around such shelters. 4. License Fees. LICENSEE shall pay the CITY the amounts set forth below in this paragraph, per shelter with advertising effective as of the anniversary date of the Agreement, until the expiration of the term of the Agreement: Year 1) July, 1997 - June, 1998 2) July 1, 1998 — June 30, 1999 3) July 1, 1999 — June 30, 2000 Payment Per Shelter As Per MDTA Agreement $ 500.00 $ 525.00 All past monies due and payable under the predecessor in interest have been fully satisfied and are part of the consideration of this Agreement. Said payment shall be prorated for partial years during which any said shelter is in place for less than the full calendar year. As additional revenue, the LICENSEE will annually adjust payments from the preceding year based upon fifteen (15%) percent of the Net Gross Revenue against the minimum guaranteed payment. For the purpose of the Agreement, Net Gross is defined as the Gross Collected Revenue, less Agency Commission for the contract period. This adjustment shall be submitted within forty-five (45) days of the last day of the Agreement period. 5. Shelter Locations. LICENSEE shall furnish the CITY Administrator a schedule showing the location of each bus shelter at the time of paying the license fee for same. No bus shelter shall be placed at any location without the prior approval of the CITY Administrator as to its location and placement. Bus shelters shall not be placed in such a manner as to obstruct traffic or otherwise constitute a traffic hazard. 6. Removal of Shelters. LICENSEE shall promptly, at its own expense, remove any bus shelter which the CITY Administrator determines to be a traffic hazard, and if a fee has been paid to the CITY for such shelter, a refund or credit shall be given to the LICENSEE. Should the LICENSEE fail to remove a shelter within seven (7) business days after notice served upon the LICENSEE, the CITY may do so and charge the cost for such removal to the LICENSEE. 2 7. Insurance. LICENSEE, at its own expense, shall procure an Insurance Policy commonly known as Public Liability Insurance Policy with limits of ONE MILLION ($1,000,000.00) DOLLARS naming the CITY as Co -Insured or Additional Insured and shall hold the CITY harmless from financial responsibility arising out of any claims or lawsuits that may be made against the CITY because of this Agreement or the placement of the bus shelters hereunder. 8. Indemnification. LICENSEE agree to indemnify and hold harmless the CITY, its elected and appointed officers, agents, servants and employees, from and against any and all claims, demands, or causes of action of whatsoever kind or nature sustained by the CITY or any third party arising out of, by reason of, resulting from, or in connection with the LICENSEE's performance of this Agreement, and from and against any resulting losses, costs, expenses, reasonable attorneys' fees, liabilities, damages, orders, judgements, or decrees. 9. Payments. Any and all payments to the CITY shall be made to the following address: City of SUNNY ISLES BEACH Attn: City Manager City Hall 17070 Collins Avenue Sunny Isles Beach, FL 33160 10. Term. The term of this Agreement shall be three (3) years commencing on June 16,1997 through June 30,2000. The CITY may extend this Agreement an additional five (5) years with the written consent of the LICENSEE. 11. Amendment. This Agreement may be amended by the mutual written consent of the parties. This Agreement, or any interest herein, shall not be assigned, transferred or otherwise encumbered without the prior written consent of CITY. 12. Entire Agreement. This Agreement sets forth all of the promises, covenants, agreements, conditions and understandings between the parties hereto, and supersedes any and all prior or contemporaneous agreements, understandings, inducements or conditions, express or implied, oral or written, except an herein contained. 13. Notices. Upon further written notice by either party to the other, all notices provided for herein shall be in writing and transmitted by overnight mail, certified mail return receipt requested, or by hand -delivery, and shall be mailed or delivered as follows: 3 AS TO CITY: WITH COPY TO: James DiPietro, City Manager City of SUNNY ISLES BEACH City Hall 17070 Collins Avenue Sunny Isles Beach, FL 33160 Lynn M. Dannheisser City Hall 17070 Collins Avenue Sunny Isles Beach, FL 33160 City Attorney AS TO LICENSEE: Ignacio J. Ayala, President, South Florida Division Eller Media Company 9202 N.W. 101 st Street Medley, FL 33178 WITH COPY TO: Jeffrey S. Bartel, Esq. Steel Hector & Davis LLP 200 South Biscayne Boulevard, Suite 4000 Miami, FL 33131-2398 14. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, and any proceeding arising between the parties in any manner pertaining to this Agreement shall, to the extent permitted by law, be held in Miami -Dade County, Florida. 15. Binding,Effect. The obligations imposed pursuant to this Agreement upon the LICENSEE shall be binding upon and enforceable by and against the parties hereto, their personal representatives, heirs, successors, grantees and assigns. 16. Attorne s' Fees. Should either party hereto bring an action against the other to enforce the terms and provisions hereof, the party prevailing in said action shall be entitled to a judgment against the other for its reasonable attorneys' fees and costs. 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. CITY: ATTEST: N -9-W- � V, - A' W (Name)Tt*cHjkCp I�, "w+J- Mori t(o, CITY CLERK APPROVED AS TO FORM: �.w 9P r- 9 e) n/ CITY ATTORNEY LICENSEE: CITY OF SUNNY ISLES BEACH, a Florida municipal corporation I James DiPietro, City Manager k ELLER MEDIA COMPANY, a Florida corporation BY. ` nacio J. President, IVuth Florida Division STATE OF FLORIDA COUNTY OF D4 I HEREBY CERTIFY that on this day of _QG7�L t' , 1998, before me appeared Ignacio J. Ayala as President, South Florida Division, of Eller Media Company, a Florida corporation, to me known to be the person who signed the foregoing agreement and who acknowledged before me that Ignacio J. Ayala executed the same freely and voluntarily for the purposes expressed in the agreement. WITNESS my signature and official seal at said County and State, the day and year last aforesaid. A _.r NOTARY PUBLI My Commission Expires: .� •SPRY pV���• ,.....;{: • i tt • l J • i ' . OF Fly; • OFFICIAL NOTARY SEAL JOSIE CENCO COMMISSION NO. CC600534 MY COMMISSION EXP NOV 11,2000 Z City of Sunny Isles Beach 17070 Collins Avenue. Suite 250 Sunni• Isles Beach. Florida 33160 (305) 917-0606 phone (305) 949-3113 fax David Samson Mayor To: City Commission Iming Turetsky Vice mayor From: City Manager Commissioners Danny Iglesias Date: October 8, 1998 Lila Kauffman Connie Morrow Subject: BUS SHELTER AGREEMENT James DiPietro City Nlanaoer Lynn M. Dannheisser Cin•Anornes, RECOMMENDATION It is recommended that the City Commission adopt, by resolution, the attached agreement with Eller Media Company, for the placement of bus shelters within the City. REASONS The adoption of this agreement will enable the City to receive 15%, of net gross revenues, dating back to the City's incorporation on June 16, 1997. Currently, there are four Eller Media bus shelters in the City. This agreement allows for four additional sites to be mutually agreed upon, for a total of eight locations. ADDITIONAL INFORMATION Unless extended by the City, this agreement will expire on June 30, 2000. This will allow the City to substitute its own shelters consistent with the Comprehensive Plan, without advertising, should you desire. Annual revenue to the City, based upon eight installed shelters, will be at least S4,000. Respectful bmitted, ames DiPietro, City Manager JD:pw SEP-28-1998 i. 10:24 ELLER MEDIA LU fT. N LLQ . a. h � CUD' OUP- o z tm rR LO Ln m rm cD Er FP N J 9202 N.W. 101 Street Medley, FL 33178 3051887-8788 3051887-9411 Fax www.ellermedia.com Mr. Richard E. Brown-Morrilla City Clerk City of Sunny Isles Beach 17070 Collins Avenue Suite 250 Sunny Isles Beach, FL.33160 Re: Executed Shelter Contract Dear Mr. Morrilla RECEIVED I OCT 2 7 1998 City of Sunny Isles Beach October 22, 1998 Please find enclosed a fully executed original contract between the City of Sunny Isles Beach and Eller Media Company for the transit shelters in the City. If you have questions in the future please contact me. 1nc e ely rol d ublic Affatrs /Real Estate Manager Cc: David Samson, Mayor James DePietro, City Manager Bob Pushkin, Public Works Superintendent Ruben Garcia, Finance Manager Kathi Ruttter, Public Affairs Representative Contract Fi